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                                                                 EXHIBIT 10.14

               AMENDED AND RESTATED LCC INTERESTS PLEDGE AGREEMENT
              ------------------------------------------------------

         AMENDED AND RESTATED LCC INTERESTS PLEDGE AGREEMENT, dated as of
January 31, 2001 (as amended from time to time, the "AGREEMENT"), by and between
Blue Sky Communications, Inc., a Georgia corporation (the "GRANTOR"), and Nortel
Networks, Inc. (formerly known as Northern Telecom Inc.) as administrative agent
(the "ADMINISTRATIVE AGENT") for the Lenders (as defined in the Credit Agreement
described below). The Lenders and the Administrative Agent are collectively
referred to herein as the "Secured Parties".

                                 R E C I T A L S
                                 ---------------

         A. Pursuant to a Credit Agreement dated as of January 22, 1999 (as
amended by the First Amendment to Credit Agreement dated effective as of
December 31, 1999 and by the Second Amendment to Credit Agreement dated
effective as of January 31, 2001 and as the same may be further amended,
restated or otherwise modified from time to time, the "CREDIT AGREEMENT") by and
among American Samoa Telecom, LLC, a Georgia limited liability company (the
"BORROWER"), the Lenders and the Administrative Agent, the Lenders have agreed
to make certain credit facilities available to the Borrower, subject to the
terms and conditions set forth therein.

         B. Pursuant to separate LLC Interests Pledge Agreements dated as
January 22, 1999, each of Stanford Financial Group Company ("STANFORD"), Telecom
Wireless Solutions, Inc. ("TWS") and Gelber Securities, Inc. ("GELBER"; with
Stanford and TWS, collectively, the "TRANSFERRING GRANTORS") (such agreements,
collectively, the "ORIGINAL PLEDGE AGREEMENTS") have pledged for the
Administrative Agent, on behalf of the Secured Parties, all right, title, claim,
estate and interest in and to the Capital Stock of the Borrower owned by the
Transferring Grantors.

         C. Pursuant to the Contribution Agreement among each of the
Transferring Grantors and the Grantor dated of even date herewith (the
"CONTRIBUTION AGREEMENT"), the Transferring Grantors have sold, assigned or
otherwise transferred to the Grantor, subject to the Security Interest (as such
term is defined in the Original Pledge Agreements), all of their ownership in
the Capital Stock of the Borrower and, as a result, the Grantor is the owner of
the Collateral described on SCHEDULE A attached hereto.

         D. It is a condition to the continued extension of the credit
facilities described in RECITAL A hereto that a continuing security interests in
the Collateral be granted by the Grantor to the Administrative Agent for the
benefit of the Secured Parties.

                                A G R E E M E N T
                               -------------------

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

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                                    ARTICLE 1

                         DEFINITIONS AND RELATED MATTERS
                        ----------------------------------

         SECTION 1.1. DEFINITIONS. Terms with initial capital letters not
otherwise defined herein have the respective meanings set forth in the Credit
Agreement. In addition, the following terms with initial capital letters have
the following meanings:

         "APPLICABLE LAW" means all applicable provisions of all (i)
constitutions, treaties, statutes, laws, rules, regulations and ordinances of
any Governmental Authority, (ii) Governmental Approvals and (iii) orders,
decisions, judgments, awards and decrees of any Governmental Authority
(including common law and principals of public policy).

         "CAPITAL STOCK" means, with respect to any Person, all (i) membership
interests, shares, interests, participations or other equivalents (howsoever
designated) of capital stock and other equity interests of such Person and (ii)
rights (other than debt securities convertible into capital stock or other
equity interests), warrants or options to acquire any such capital stock or
other equity interests.

         "CHARGES" means all federal, state, county, city, municipal or other
Taxes, levies, assessments or charges that, if not paid when due, may result in
a Lien of any Governmental Authority against Collateral.

         "COLLATERAL" shall mean all Capital Stock of the Borrower now or
hereafter owned by the Grantor, including, without limitation, the property
specifically described on SCHEDULE A attached hereto and made a part hereof. The
term Collateral, as used herein, shall also include (i) all certificates,
instruments and/or other documents evidencing the foregoing including the
Pledged Collateral, (ii) all renewals, replacements and substitutions of all the
foregoing, (iii) all Additional Property (as hereinafter defined), and (iv) all
Proceeds of all the foregoing. The designation of proceeds does not authorize
Grantor to sell, transfer or otherwise convey any of the foregoing property. The
delivery at any time by Grantor to the Administrative Agent of any property as a
pledge to secure payment or performance of any indebtedness or obligation
whatsoever shall also constitute a pledge of such property as Collateral
hereunder (for purposes of this Agreement, any such property is referred to as
"ADDITIONAL PROPERTY").

         "GOVERNMENTAL APPROVAL" means (i) any license, authorization, consent,
approval, permit, or license granted by the FCC or any Governmental Authority
permitting the Grantor or any Subsidiary to own or operate the Network and (ii)
any other authorization, consent, approval, permit or license issued by, or a
resignation or filing with, any Governmental Authority.

         "GOVERNMENTAL AUTHORITY" means any nation or any state or political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government and any
tribunal or arbitrator of competent jurisdiction.

         "NETWORK" is defined in the Credit Agreement.

         "OBLIGATION" means all present and future obligations and liabilities
of the Borrower and each Borrower Party of every type and description arising
under or in connection with the Loan


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Documents due or to become due to the Lender Parties or any Person entitled to
indemnification under the Loan Documents, or any of their respective successors,
transferees or assigns, whether for principal, interest, Fees, expenses,
indemnities or other amounts (including attorneys' fees and expenses) and
whether due or not due, direct or indirect, joint and/or several, absolute or
contingent, voluntary or involuntary, liquidated or unliquidated, determined or
undetermined, and whether now or hereafter existing, renewed or restructured.

         "PLEDGE COLLATERAL" means any certificate, instrument or other document
evidencing ownership by the Grantor of interests in the Borrower or any
successor of the Borrower.

         "PROCEEDS" means all proceeds and products of any of the Collateral,
whether now held and existing or hereafter acquired or arising, including any
and all cash, securities, instruments and other property from time to time paid,
payable or otherwise distributed in respect of or in exchange for any or all of
the Collateral. "PROCEEDS" shall include (i) whatever is now or hereafter
received by the Grantor upon the sale, exchange, collection, other disposition
or operation of any item of Collateral, whether such proceeds constitute
accounts, general intangibles, instruments, securities, investment property,
documents, letters of credit, chattel paper, deposit accounts, money, goods or
other personal property, (ii) any items that are now or hereafter acquired by
the Grantor with any Proceeds of Collateral, (iii) any amounts now or hereafter
payable under any insurance policy by reason of any loss of or damage to any
Collateral or the business of the Grantor, (iv) any options, warrants,
securities or other property issued or delivered by the issuer of or obligor on
any Collateral as a stock dividend or distribution in connection with any
reclassification, increase or reduction of capital or issued or delivered in
connection with any merger or other reorganization, (v) any property received
upon the liquidation or dissolution of any issuer of or obligor on any
Collateral or upon or in respect of any distribution of capital, and (vi) the
right to further transfer, including by pledge, mortgage, license, assignment or
sale, of any of the foregoing.

         "PROCESS AGENT" is defined in SECTION 6.8.2.

         "SECURED OBLIGATIONS" is defined in SECTION 2.2.

         "SECURITY INTEREST" is defined in SECTION 2.1.

         "SUPPLEMENTAL DOCUMENTATION" means financing statements, continuation
statements, schedules of Collateral and other instruments or documents necessary
or requested by the Administrative Agent (i) to perfect and maintain perfected
the Security Interest in any Collateral or (ii) so that the Administrative Agent
receives all interest, dividends and distributions from time to time paid with
respect to, and all other Proceeds of, all Collateral the Administrative Agent
is entitled to receive hereunder.

         "UCC" means the Uniform Commercial Code (as amended from time to time)
of the State of New York.


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         SECTION 1.2. RELATED MATTERS.

                  1.2.1. TERMS USED IN THE UCC. Unless the context clearly
         otherwise requires, all lower-case terms used and not otherwise defined
         herein that are used or defined in Article 9 (or any equivalent
         subpart) of the UCC have the same meanings herein.

                  1.2.2. CONSTRUCTION. Unless the context of this Agreement
         clearly requires otherwise, references to the plural include the
         singular, the singular includes the plural, the part includes the
         whole, and "including" is not limiting. The words "hereof," "herein,"
         "hereby," "hereunder" and similar terms of this Agreement refer to this
         Agreement as a whole (including the Preamble, the Recitals and all
         Schedules and Exhibits) and not to any particular provision of this
         Agreement. Article, section, subsection, exhibit, recital, preamble and
         schedule references in this Agreement are to this Agreement unless
         otherwise specified. References in this Agreement to any agreement,
         other document or law "as amended" or "as amended from time to time,"
         or to amendments of any document or law, shall include any amendments,
         supplements, replacements, renewals, waivers or other modifications not
         prohibited by the Loan Documents.

                  1.2.3. GOVERNING LAW. Except to the extent otherwise required
         by Applicable Law, the UCC shall govern the attachment, perfection,
         priority and enforcement of the Security Interest and all other matters
         to which the UCC applies pursuant to the terms thereof. This Agreement
         shall be governed by, and construed in accordance with, the laws of the
         State of New York (other than choice of law rules that would require
         the application of the laws of any other jurisdiction).

                  1.2.4.   HEADINGS.  The Article and Section  headings used in
         this Agreement are for  convenience of reference only and shall not
         affect the construction hereof.

                  1.2.5. SEVERABILITY. If any provision of this Agreement or any
         Lien or other right hereunder shall be held to be invalid, illegal or
         unenforceable under Applicable Law in any jurisdiction, such provision,
         Lien or other right shall be ineffective only to the extent of such
         invalidity, illegality or unenforceability, which shall not affect any
         other provisions herein or any other Lien or right granted hereby or
         the validity, legality or enforceability of such provision, Lien or
         right in any other jurisdiction.

                                    ARTICLE 2

                   THE SECURITY INTEREST; SECURED OBLIGATIONS
                   -------------------------------------------

         SECTION 2.1. SECURITY INTEREST. To secure the payment and performance
of its Secured Obligations as and when due, the Grantor hereby conveys, pledges,
assigns and transfers to the Administrative Agent, for the equal and ratable
benefit of the Secured Parties, a continuing lien on and security interest (the
"SECURITY INTEREST") in all right, title, claim, estate and interest of the
Grantor in and to the Collateral.

         SECTION 2.2. SECURED OBLIGATIONS. The Security Interest shall secure,
for the equal and ratable benefit of the Secured Parties, the due and punctual
payment and performance of the


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Obligations, including without limitation any and all present and future
obligations and liabilities of the Borrower and the Grantor of every type or
description to each Secured Party, or any of its successors or assigns, or any
Person entitled to indemnification under the Credit Agreement or the other Loan
Documents.

                  2.2.1. arising under or in connection with the Credit
         Agreement and the other Loan Documents, in each case whether for
         principal, interest, reimbursement obligations, fees, expenses,
         indemnities or other amounts (including attorneys' fees and expenses);
         or

                  2.2.2. arising under or in connection with this Agreement,
         including for reimbursement of amounts permitted to be advanced or
         expended by any Secured Party (i) to satisfy amounts required to be
         paid by the Grantor under this Agreement for claims and Charges,
         together with interest thereon to the extent provided or (ii) to
         maintain or preserve any Collateral or to create, perfect, continue or
         protect any Collateral or the Security Interest therein, or its
         priority;

in each case whether due or not due, direct or indirect, joint and/or several,
absolute or contingent, voluntary or involuntary, liquidated or unliquidated,
determined or undetermined, now or hereafter existing, renewed or restructured,
whether or not from time to time decreased or extinguished and later increased,
created or incurred, whether or not arising after the commencement of a
proceeding under the Bankruptcy Code (including post-petition interest) and
whether or not allowed or allowable as a claim in any such proceeding, and
whether or not recovery of any such obligation or liability may be barred by a
statute of limitations or such obligation or liability may otherwise be
unenforceable (all obligations and liabilities described in this SECTION 2.2 are
collectively referred to as the "SECURED OBLIGATIONS").

                                    ARTICLE 3

                         WARRANTIES AND REPRESENTATIONS
                        ---------------------------------

         The Grantor represents and warrants the following to the Administrative
Agent, all of which shall survive until termination of this Agreement pursuant
to SECTION 6.7.

         SECTION 3.1. FILINGS, ETC.

                  3.1.1. Duly executed financing statements containing a correct
         description of the Collateral have been delivered to the Administrative
         Agent for filing in every governmental office in every state, county
         and other jurisdiction in which the principal or any other place of
         business or the chief executive office of the Grantor, to the extent
         necessary to establish a valid and perfected Lien in favor of the
         Administrative Agent in all Collateral in which a Lien may be perfected
         by filing, and no further or subsequent filing, recording or
         registration is necessary in any such jurisdiction, except as provided
         under Applicable Law with respect to the filing of continuation
         statements.

                  3.1.2. All Pledged Collateral has been delivered to the
         Administrative Agent to the extent required hereby.


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         SECTION 3.2. LOCATIONS AND NAMES. SCHEDULE 3.2 indicates (a) the
Grantor's chief executive office and principal place of business on the date
hereof and at any time during the last four months, (b) all other places of
business of the Grantor on the date hereof or at any time during the last four
months, (c) the Grantor's federal tax identification number, and (d) all prior
or current trade or legal names used to identify the Grantor in its business or
in the ownership of its properties.

         SECTION 3.3. TITLE TO COLLATERAL; VALIDITY AND PERFECTION OF SECURITY
INTEREST; ABSENCE OF OTHER LIENS.

                  3.3.1. The Grantor has good and marketable title to all of the
         Collateral.

                  3.3.2. The Security Interest constitutes a valid and, upon
         delivery of the Pledged Collateral to the Administrative Agent pursuant
         to SECTION 4.9 and the filing of the financing statements referred to
         in SECTION 3.1 with the Governmental Authorities and other Persons
         referred to in such Section, perfected security interest in and Lien on
         all of the Collateral and secures payment and performance of the
         Secured Obligations. The Collateral is free and clear of all Liens
         other than Permitted Liens.

                  3.3.3. Except for financing statements in favor of the
         Administrative Agent, the Grantor has filed no financing statement
         covering any Collateral.

                                    ARTICLE 4

                            COVENANTS AND AGREEMENTS
                            ------------------------

         SECTION 4.1. FURTHER ASSURANCES.

                  4.1.1. Subject to SECTION 4.9, the Grantor shall, at its own
         expense, perform on request of the Administrative Agent such acts as
         may be necessary or advisable in the opinion of the Administrative
         Agent, or that the Administrative Agent may request at any time, to
         assure the attachment, perfection and first priority of the Security
         Interest, to exercise the rights and remedies of the Secured Parties
         hereunder or to carry out the intent of this Agreement. Without
         limitation, the Grantor shall execute and deliver (or cause any third
         party to execute and deliver) to the Administrative Agent, at any time
         and from time to time, all Supplemental Documentation that the
         Administrative Agent may request, in form and substance acceptable to
         the Administrative Agent.

         SECTION 4.2. INSPECTION, VERIFICATION, ETC. The Grantor shall keep or
cause to be kept accurate and complete records of the Collateral at the
Grantor's chief executive office. The Administrative Agent and its employees and
agents shall have the right, at all times during the Grantor's usual business
hours, to (i) inspect Grantor's books and records of or relating to the
Collateral and (ii) make (or require the Grantor to provide) copies of such
records.

         SECTION 4.3. POWER OF ATTORNEY. The Grantor hereby irrevocably appoints
the Administrative Agent and its employees and agents as the Grantor's true and
lawful attorneys-in-fact, with full power of substitution, to do: (i) all things
required to be done by the Grantor under this Agreement and (ii) all things that
the Administrative Agent may deem necessary or


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advisable to assure the attachment, perfection and first priority of the
Security Interest or otherwise to exercise the rights and remedies of the
Secured Parties hereunder or carry out the intent of this Agreement, in each
case irrespective of whether a Default or Event of Default then exists (except
as indicated below) and at the Grantor's expense. Without limitation, the
Administrative Agent and its officers and agents shall be entitled to do all of
the following, as fully as the Grantor might:

                  4.3.1. to sign the name of the Grantor on any Supplemental
         Documentation and to deliver and file such Supplemental Documentation
         to or with such Persons as the Administrative Agent, in its sole
         discretion, may elect;

                  4.3.2. to sign any certificate of ownership, registration
         card, application therefor, affidavits or documents necessary to
         transfer title to any of the Collateral, to receive any receipt for all
         licenses, registration cards and certificates of ownership;

                  4.3.3. to affix, by facsimile signature or otherwise, the
         general or special endorsement of the Grantor, in such manner as the
         Administrative Agent shall deem advisable, to any Pledged Collateral
         that has been delivered to or obtained by the Administrative Agent
         without appropriate endorsement or assignment; and

                  4.3.4. during the existence of an Event of Default, without
         notice to the Grantor and at such time or times as the Administrative
         Agent in its discretion may determine, in the Grantor's or in the
         Administrative Agent's name, to attend and vote at any and all meetings
         of the holders of Investment Property and to execute any and all
         written consents of such holders with the same effect as if the Grantor
         had personally attended and voted at such meetings or had personally
         signed such consents.

         The Administrative Agent shall be under no obligation whatsoever to
take any of the foregoing actions and, absent bad faith or willful misconduct,
the Administrative Agent, the other Secured Parties and their respective
affiliates, shareholders, directors, officers, employees and agents shall have
no liability or responsibility for any act taken or omitted with respect
thereto. A copy of this Agreement and, if applicable, a statement by the
Administrative Agent that an Event of Default exists shall be conclusive
evidence of the Administrative Agent's right to act under this SECTION 4.3 as
against all third parties.

         SECTION 4.4. CHANGES OF LOCATIONS OF COLLATERAL, OFFICES, NAME OR
STRUCTURE. The Grantor shall not remove any Collateral, books or records with
respect to the Collateral to, or keep any Collateral, books or records with
respect to the Collateral at, a location not set forth on SCHEDULE 3.2, adopt a
trade name or change its name, chief executive office, principal place of
business, identity or structure without, in each case, providing ten (10)
Business Days' prior written notice to the Administrative Agent, provided that
the Grantor shall be permitted to take such action if the Grantor prior to
taking such action executes and delivers to the Administrative Agent all
Supplemental Documents and such further instruments and documents for the
purpose of obtaining or preserving the right and powers of the Secured Parties
herein granted and the full benefits granted under this Agreement, including the
filing of any financing or continuation statements under the Applicable Law in
effect in the appropriate jurisdictions.


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         SECTION 4.5. PAYMENT OF CHARGES AND CLAIMS. The Grantor shall pay (a)
all Charges imposed upon any Collateral and (b) all claims that have become due
and payable and, under Applicable Law, have or may become Liens upon any
Collateral, in each case before any penalty shall be incurred with respect
thereto; PROVIDED THAT, unless foreclosure, levy or similar proceedings shall
have commenced, the Grantor need not pay or discharge any such Charges or claims
so long as the validity or amount thereof is being contested in good faith and
by appropriate proceedings and so long as adequate reserves therefor have been
established in accordance with GAAP. If the Grantor fails to pay or obtain the
discharge of any Charge, claim or Lien required to be paid or discharged under
this SECTION 4.5 and asserted against any portion of the Collateral, the
Administrative Agent may, at any time and from time to time, in its sole
discretion and without waiving or releasing any obligation of the Grantor under
this Agreement or waiving any Default or Event of Default, make such payment,
obtain such discharge or take such other action with respect thereto as the
Administrative Agent deems advisable.

         SECTION 4.6. INSURANCE; PAYMENT OF PREMIUMS. If loss of or damage to
Collateral results in recovery during the existence of an Event of Default of
insurance proceeds under any policies of insurance under which the
Administrative Agent is named as a contingent loss payee, the Administrative
Agent shall, in its sole and absolute discretion, maintain possession of such
proceeds as Collateral, apply such proceeds to the Secured Obligations in such
order and at such times, or release such proceeds or portions thereof to the
Grantor, in each case as specified in the Credit Agreement. No such application
shall cure or waive any Event of Default (unless the Secured Obligations are
paid in full) and no amount released to the Grantor shall be deemed to be a
payment of Obligations.

         SECTION 4.7. DUTY OF CARE; INDEMNITY.

                  4.7.1. No Secured Party shall have any duty of care with
         respect to the Collateral, except that each Secured Party shall have an
         obligation to exercise reasonable care with respect to Collateral in
         its possession; PROVIDED THAT (i) each Secured Party shall be deemed to
         have exercised reasonable care if Collateral in its possession is
         accorded treatment substantially comparable to that which such Secured
         Party accords its own property, and (ii) the Secured Parties shall have
         no obligation to take any actions to preserve rights against other
         parties or property with respect to any Collateral. Without limitation,
         no Secured Party shall (a) bear any risk or expense with respect to any
         Collateral or (b) have any duty with respect to calls, conversions,
         presentments, maturities, notices or other matters relating to
         Investment Property, or to maximize interest or other returns with
         respect thereto.

                  4.7.2. The Administrative Agent may at any time deliver or
         redeliver the Collateral or any part thereof to the Grantor and the
         receipt of any of the same by the Grantor shall be complete and full
         acquittance for the Collateral so delivered, and the Secured Parties
         thereafter shall be discharged from any liability or responsibility
         therefor.

         SECTION 4.8. SALE OF COLLATERAL; FURTHER LIENS. The Grantor shall not
(i) sell, lease or otherwise dispose of any Collateral, or any interest therein
or, (ii) grant or suffer to exist any Lien in or on any Collateral or sign or
authorize the filing of any financing statement with respect to any of the
Collateral. If any Collateral, or any interest therein, is disposed of in


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violation of these provisions, the Security Interest shall continue in such
Collateral or interest notwithstanding such disposition, the Person to which the
Collateral or interest is being transferred shall be bound by this Agreement,
and the Grantor shall deliver all Proceeds thereof to t he Administrative Agent
to be held as Collateral hereunder.

         SECTION 4.9. DELIVERY OF INSTRUMENTS AND CERTIFICATES; ETC.

                  4.9.1. Contemporaneously herewith, the Grantor shall deliver
         to the Administrative Agent, together with appropriate endorsements or
         documentation of assignment thereof acceptable to the Administrative
         Agent, any certificates, documents or investments representing or
         evidencing the Collateral, including Pledged Collateral.

                  4.9.2. Without limitation of SUBSECTION 4.9.1 above, if the
         Grantor receives or becomes entitled to receive any securities issued
         by any issuer of Pledged Collateral, or any successor thereto, in any
         manner in substitution for or in addition to the Pledged Collateral, or
         if the Grantor shall become entitled to receive or shall receive any
         securities or other property in addition to, in substitution of, as a
         conversion of, or in exchange for, any of the Pledged Collateral or any
         other Collateral, the Grantor shall receive the same as the agent for
         the Administrative Agent, and shall hold the same in trust for and
         deliver the same promptly to the Administrative Agent in the exact form
         in which received, together with appropriate instruments of transfer or
         assignments in blank, to be held by the Administrative Agent as
         Collateral hereunder.

         SECTION 4.10. PROTECTION OF SECURITY; NOTICE OF LEVY. The Grantor
shall, at its own cost and expense, take any and all actions necessary to defend
title to the Collateral against all Persons and against all claims and demands
and to preserve, protect and defend the Security Interest, and the priority
thereof, against any adverse Liens. The Grantor will promptly notify the
Administrative Agent of any attachment or other legal process levied against any
Collateral.

         SECTION 4.11. ASSIGNMENT OF INCOME AND PROFITS.

                  4.11.1. The Grantor hereby absolutely and presently assigns to
         the Administrative Agent all rents, issues, income, profits and other
         Proceeds of or from the Collateral, all of which shall, during the
         existence of an Event of Default, be paid directly to the
         Administrative Agent. If the Grantor receives any such Proceeds during
         the existence of an Event of Default, such Proceeds shall be received
         by the Grantor in trust for the Administrative Agent and shall
         immediately be delivered to the Administrative Agent for application to
         the Secured Obligations.

                  4.11.2. Except as otherwise provided herein or in the Credit
         Agreement, the Grantor shall have the right to make collections on,
         receive and use all Proceeds in the ordinary course of business so long
         as no Event of Default shall exist. Upon the occurrence of an Event of
         Default, at the sole option of the Administrative Agent, the Grantor's
         right to make collections on the Collateral and receive and use such
         Proceeds shall terminate, and any and all Proceeds then held or
         thereafter received shall be held or received by the Grantor in trust
         for the Administrative Agent and immediately delivered in kind to the
         Administrative Agent, together with any necessary endorsements or


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         instruments of assignment. Any remittance received by the Grantor from
         any Person shall be presumed to relate to the Collateral and to the
         Proceeds.

         SECTION 4.12. RESTRICTIONS ON SECURITIES. Grantor will not enter into
any agreement creating, or otherwise permit to exist, any restriction or
condition upon the transfer, voting or control of any securities pledged as
Collateral, except as consented to in writing by the Administrative Agent.

         SECTION 4.13. VOTING AND OTHER CONSENSUAL RIGHTS; DISTRIBUTIONS.

                  4.13.1.  So long as no Event of Default shall exist:

                           4.13.1.1. The Grantor shall be entitled to exercise
                  any and all voting and other consensual rights pertaining to
                  any Pledged Collateral or any securities of a subsidiary of
                  the Grantor, for any purpose not inconsistent with the terms
                  of this Agreement; PROVIDED, HOWEVER, that the Grantor shall
                  not exercise any such right if it would result in a Default or
                  an Event of Default or have a Material Adverse Effect. Within
                  10 days of exercising any such right in a manner material to
                  the Secured Parties, the Grantor shall give notice to the
                  Administrative Agent of such exercise and the action taken or
                  approved in connection therewith.

                           4.13.1.2. Except as otherwise provided herein, the
                  Grantor shall be entitled to receive and retain and use free
                  of the Security Interest any and all cash and other property
                  paid or otherwise distributed in respect of the Collateral;
                  PROVIDED, HOWEVER, that any and all (A) dividends and other
                  distributions paid or payable other than in cash (including in
                  the form of Pledged Collateral) and (B) cash paid upon or in
                  respect of any of the Collateral upon or in respect of the
                  liquidation or dissolution of any issuer thereof or upon or in
                  respect of any distribution of capital or redemption or
                  exchange of any Collateral shall be delivered to the
                  Administrative Agent, in the exact form received, to be held
                  as Collateral hereunder. The Grantor shall be entitled to
                  receive and retain and use free of the Security Interest any
                  and all cash and other property paid or otherwise distributed
                  in respect of the Collateral; provided that (i) any and all
                  dividends and other distributions in the form of Pledged
                  Collateral shall be held as Collateral hereunder, and (ii) the
                  Administrative Agent shall pay over or deliver to the Grantor
                  all cash and other property paid or distributed to the
                  Administrative Agent in respect of the Collateral and that the
                  Grantor is entitled to receive hereunder.

                  4.13.2. So long as an Event of Default shall exist, at the
         sole option of the Administrative Agent, any or all rights of the
         Grantor to exercise voting and other consensual rights and to receive
         cash and other property distributed in respect of Collateral as
         permitted above shall cease, at the option of the Administrative Agent,
         and the Administrative Agent, if and when it notifies the Grantor of
         the exercise of such option, shall have the sole right to exercise any
         or all such voting and other consensual rights and to receive and to
         hold as Collateral any or all such cash and other property.


                                      -10-
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                  4.13.3. All cash and other property required to be delivered
         to the Administrative Agent hereunder shall, if received by the
         Grantor, be received in trust for the benefit of the Secured Parties,
         be segregated from the other property of the Grantor, and promptly be
         delivered to the Administrative Agent in the same form as so received
         (with any appropriate endorsements or assignments).

                  4.13.4. The Administrative Agent shall execute and deliver (or
         cause to be executed and delivered) to the Grantor all proxies and
         other instruments as the Grantor may reasonably request for the purpose
         of enabling the Grantor to exercise the voting and other rights which
         it is entitled to exercise pursuant to SUBSECTION 4.13.1.1 above.

                                    ARTICLE 5

                         RIGHTS AND REMEDIES ON DEFAULT
                        ---------------------------------

         SECTION 5.1. REMEDIES. Upon or after the occurrence of any Event of
Default, whether or not all the Secured Obligations shall have become
immediately due and payable:

                  5.1.1. In addition to all its other rights, powers and
         remedies under this Agreement and Applicable Law, the Administrative
         Agent shall have, and may exercise, any and all of the rights, powers
         and remedies of a secured party under the UCC, all of which rights,
         powers and remedies shall be cumulative and not exclusive, to the
         extent permitted by Applicable Law.

                  5.1.2. The Administrative Agent shall have the right, all at
         the Administrative Agent's sole option and as the Administrative Agent
         in its discretion may deem necessary or advisable, to do any or all of
         the following:

                           5.1.2.1. to foreclose the Security Interest by any
                  available judicial procedure or without judicial process;

                           5.1.2.2. to prepare, assemble or process the
                  Collateral for sale or other disposition;

                           5.1.2.3. to apply any Collateral or any other assets
                  of the Grantor in the possession of the Administrative Agent
                  to the Secured Obligations;

                           5.1.2.4. to collect by legal proceedings or otherwise
                  all dividends, distributions, interest, principal or other
                  sums now or hereafter payable upon or on account of the
                  Collateral;

                           5.1.2.5. to enter into any extension or
                  reorganization agreement or any other agreement relating to or
                  affecting the Collateral and, in connection therewith, deposit
                  or surrender control of any Collateral or accept other
                  property in exchange therefor;

                           5.1.2.6. to settle, compromise or release, on terms
                  acceptable to the Administrative Agent, in whole or in part,
                  any amounts owing on the Collateral or


                                      -11-
<Page>

                  any insurance thereof or relating thereto or any disputes with
                  respect thereto or such insurance;

                           5.1.2.7. to receive, open and dispose of all mail
                  addressed to the Grantor and notify postal authorities to
                  change the address for delivery thereof to such address as the
                  Administrative Agent may designate, PROVIDED that the
                  Administrative Agent agrees that it will promptly deliver over
                  to the Grantor any such opened mail as does not relate to the
                  Collateral;

                           5.1.2.8. to exercise any and all other rights,
                  powers, privileges and remedies of an owner of the Collateral.

                  5.1.3. The Grantor shall, at the Administrative Agent's
         request, assemble the Collateral and make it available to the
         Administrative Agent at a place to be designated by the Administrative
         Agent. The Grantor shall make available to the Administrative Agent all
         computer and other equipment of the Grantor containing books and
         records pertaining to the Collateral (and the assistance of the
         employees of the Grantor having responsibility for such equipment) and
         shall allow the Administrative Agent to use such computer and other
         equipment at no charge for the purpose of obtaining information
         pertaining to the Collateral, including by making copies of computer
         and other files and records.

                  5.1.4. The Administrative Agent may, if it so elects, seek the
         appointment of a receiver or keeper to take possession of Collateral
         and to enforce any of the Administrative Agent's remedies with respect
         to such appointment without prior notice or hearing. The rights,
         remedies and powers of any receiver appointed by a court shall be as
         ordered by the court.

                  5.1.5. The Administrative Agent shall have the right to sell
         or otherwise dispose of all or any Collateral at public or private sale
         or sales, with such notice as may be required by SECTION 5.3, in lots
         or in bulk, for cash or on credit, with or without representations or
         warranties, all as the Administrative Agent, in its discretion, may
         deem advisable. The Administrative Agent shall not be obligated to make
         any sale of the Collateral regardless of notice of sale having been
         given. If sale of all or any part of the Collateral is made on credit
         or for future delivery, the Collateral so sold may be retained by the
         Administrative Agent until the sale price is paid by the purchaser or
         purchasers thereof, but the Administrative Agent shall not incur any
         liability in case any such purchaser or purchasers shall fail to take
         up and pay for the Collateral so sold and, in case of any such failure,
         such Collateral may be sold again upon like notice. The Administrative
         Agent shall have the right to conduct such sales on the Grantor's
         premises or elsewhere and shall have the right to use the Grantor's
         premises without charge for such sales for such duration as the
         Administrative Agent deem necessary or advisable. The Administrative
         Agent need not be present at any such sales. The Administrative Agent
         may purchase all or any part of the Collateral at public or, if
         permitted by Applicable Law, private sale, and in lieu of actual
         payment of the purchase price, the Administrative Agent may apply
         against such purchase price any amount of the Secured Obligations. The
         Grantor agrees that any sale of Collateral conducted by the


                                      -12-
<Page>

         Administrative Agent in accordance with the foregoing provisions of
         this Section and SECTION 5.2 shall be deemed to be a commercially
         reasonable sale under Section 9-504 of the UCC.

                  5.1.6. The Administrative Agent shall not be required to
         register or qualify any of the Collateral that constitutes securities
         under applicable state or federal securities laws in connection with
         any sale or other disposition thereof if such disposition is effected
         in a manner that complies with all applicable federal and state
         securities laws. The Administrative Agent shall be authorized at any
         such disposition (if it deems it advisable to do so) to restrict the
         prospective bidders or purchasers to persons who will represent and
         agree that they are "accredited investors" or "qualified institutional
         buyers" under Applicable Law and purchasing the Collateral for their
         own account for investment and not with a view to the distribution or
         sale thereof. If any such Collateral is sold at private sale, the
         Grantor agrees that if such Collateral is sold in a manner that the
         Administrative Agent in good faith believes to be reasonable under the
         circumstances then existing, then (A) the sale shall be deemed to be
         commercially reasonable in all respects, (B) the Grantor shall not be
         entitled to a credit against the Secured Obligations in an amount in
         excess of the purchase price, and (C) the Secured Parties shall not
         incur any liability or responsibility to the Grantor in connection
         therewith, notwithstanding the possibility that a substantially higher
         price might have been realized at a public sale. The Grantor recognizes
         that a ready market may not exist for such Collateral if it is not
         regularly traded on a recognized securities exchange, and that a sale
         by the Administrative Agent of any such Collateral for an amount
         substantially less than the price that might have been achieved had the
         Collateral been so traded may be commercially reasonable in view of the
         difficulties that may be encountered in attempting to sell Collateral
         that is privately traded.

         SECTION 5.2. APPLICATION OF PROCEEDS.

                  5.2.1. Any cash proceeds received by the Administrative Agent
         in respect of any sale of, collection from, or other realization upon,
         all or any part of the Collateral (including insurance proceeds) may be
         held by the Administrative Agent as Collateral and/or then or at any
         time thereafter applied as follows:

                           5.2.1.1. first, to the Administrative Agent to pay
                  all advances, charges, costs and expenses payable to the
                  Administrative Agent pursuant to SECTION 6.1; and

                           5.2.1.2. second, to pay the Secured Obligations in
                  the order set forth in the Credit Agreement.

                  5.2.2. The Grantor and any other Person then obligated
         therefor shall pay to the Secured Parties on demand any deficiency with
         regard to the Secured Obligations that may remain after such sale,
         collection or realization of, from or upon the Collateral.


                                      -13-
<Page>

                  5.2.3. Any surplus of cash held by the Administrative Agent
         and remaining after payment in full of all the Secured Obligations
         shall be reassigned and redelivered as provided in SECTION 6.7.

                  5.2.4. Payments received from any third party on account of
         any Collateral shall not reduce the Secured Obligations until paid in
         cash to the Administrative Agent. The application of proceeds by any
         Secured Party shall be without prejudice to such Secured Party's rights
         as against the Grantor or other Persons with respect to any Secured
         Obligations that may then be or remain unpaid.

                  5.2.5. If at any time after an Event of Default the Grantor
         receives any collections upon or other Proceeds of any Collateral,
         whether in the form of cash, Notes Receivable or otherwise, such
         Proceeds shall be received in trust for the Secured Parties and the
         Grantor shall keep all such Proceeds separate and apart from all other
         funds and property so as to be capable of identification as the
         property of the Secured Parties and promptly deliver such Proceeds to
         the Administrative Agent in the identical form received.

         SECTION 5.3. NOTICE. Unless the Collateral threatens to decline
speedily in value or is of a type customarily sold on a recognized market, the
Administrative Agent will send or otherwise make available to the Grantor
reasonable notice of the time and place of any public sale or of the time on or
after which any private sale of any Collateral is to be made. The Grantor agrees
that any notice required to be given by the Administrative Agent of a sale or
other disposition of Collateral, or any other intended action by the
Administrative Agent, that is received in accordance with the provisions set
forth in SECTION 6.4 five days prior to such proposed action, shall constitute
commercially reasonable and fair notice thereof to the Grantor. The
Administrative Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor and such sale may, without
further notice, be made at the time and place to which it was so adjourned. The
Grantor hereby waives any right to receive notice of any public or private sale
of any Collateral or other security for the Secured Obligations except as
expressly provided for in this SECTION 5.3.

                                    ARTICLE 6

                                     GENERAL
                                    ----------

         SECTION 6.1. ADMINISTRATIVE AGENT'S EXPENSES, INCLUDING ATTORNEYS'
FEES. Regardless of the occurrence of a Default or Event of Default, the Grantor
agrees to pay to the Administrative Agent any and all advances, charges, costs
and expenses, including the fees and expenses of counsel and any experts or
agents, that the Administrative Agent may incur in connection with (a) the
administration of this Agreement, (b) the creation, perfection or continuation
of the Security Interest or protection of its priority or the Collateral,
including the discharging of any prior or junior Lien or adverse claim against
the Collateral or any part thereof that is not permitted hereby or by the Credit
Agreement, (c) the custody, preservation or sale of, collection from, or other
realization upon, any of the Collateral, (d) the exercise or enforcement of any
of the rights, powers or remedies of the Administrative Agent under this
Agreement or under Applicable Law (including attorneys' fees and expenses
incurred by the Administrative


                                      -14-
<Page>

Agent in the collection of Collateral deposited with the Administrative Agent
and amounts incurred in connection with the operation, maintenance or
foreclosure of the Security Interest) or any workout or restructuring or
insolvency or bankruptcy proceeding or (e) the failure by the Grantor to perform
or observe any of the provisions hereof. All such amounts and all other amounts
payable hereunder shall be payable on demand, together with interest to the
extent provided in the Credit Agreement.

         SECTION 6.2. AMENDMENTS AND OTHER MODIFICATIONS. No amendment of any
provision of this Agreement (including a waiver thereof or consent relating
thereto) shall be effective unless the same shall be in writing and signed by
the Administrative Agent. Any waiver or consent relating to any provision of
this Agreement shall be effective only in the specific instance and for the
specific purpose for which given. No notice to or demand on the Grantor in any
case shall entitle the Grantor to any other or further notice or demand in
similar or other circumstances.

         SECTION 6.3. CUMULATIVE REMEDIES; FAILURE OR DELAY. The rights and
remedies provided for under this Agreement are cumulative and are not exclusive
of any rights and remedies that may be available to any Secured Party under
Applicable Law, the Credit Agreement, the other Loan Documents or otherwise. No
failure or delay on the part of the Administrative Agent in the exercise of any
power, right or remedy under this Agreement shall impair such power, right or
remedy or shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude other or further exercise
of such or any other power, right or remedy.

         SECTION 6.4. NOTICES, ETC. All notices and other communications under
this Agreement shall be in writing and shall be personally delivered or sent by
prepaid courier, by overnight, registered or certified mail (postage prepaid) or
by prepaid telex, telecopy or telegram, and shall be deemed given when received
by the intended recipient thereof. Unless otherwise specified in a notice given
in accordance with the foregoing provisions of this SECTION 6.4, notices and
other communications shall be given to the parties hereto at their respective
addresses (or to their respective telex or telecopier numbers) indicated on
SCHEDULE 6.4.

         SECTION 6.5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and, subject to the next sentence, inure to the benefit of the Grantor and
each Secured Party and their respective successors and assigns. The Grantor
shall not assign or transfer any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent. The benefits of this
Agreement shall pass automatically with any assignment of the Secured
Obligations (or any portion thereof), to the extent of such assignment.

         SECTION 6.6. PAYMENTS SET ASIDE. Notwithstanding anything to the
contrary herein contained, this Agreement, the Secured Obligations and the
Security Interest shall continue to be effective or be reinstated, as the case
may be, if at any time any payment, or any part thereof, of any or all of the
Secured Obligations is rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be restored or returned by any Secured
Party in connection with any bankruptcy, reorganization or similar proceeding
involving the Grantor, any other party liable with respect to the Secured
Obligations or otherwise, if the proceeds of any Collateral are required to be
returned by such Secured Party under any such circumstances, or if any Secured


                                      -15-
<Page>

Party elects to return any such payment or proceeds or any part thereof in its
sole discretion, all as though such payment had not been made or such proceeds
not been received. Without limiting the generality of the foregoing, if prior to
any such rescission, invalidation, declaration, restoration or return, this
Agreement shall have been canceled or surrendered or the Security Interest or
any Collateral shall have been released or terminated in connection with such
cancellation or surrender, this Agreement and the Security Interest and such
Collateral shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, discharge or otherwise affect the
obligations of the Grantor in respect of the amount of the affected payment or
application of proceeds, the Security Interest or such Collateral.

         SECTION 6.7. CONTINUING SECURITY INTERESTS; TERMINATION. This Agreement
shall create a continuing security interest in the Collateral and, except as
provided below, the Security Interest and all agreements, representations and
warranties made herein shall survive until, and this Agreement shall terminate
only upon, the indefeasible payment and performance in full of the Secured
Obligations. Any investigation at any time made by or on behalf of the Secured
Parties shall not diminish the right of any Secured Party to rely on any such
agreements, representations or warranties herein. Notwithstanding anything in
this Agreement or Applicable Law to the contrary, the agreements of the Grantor
set forth in SECTION 6.1 shall survive the payment of all other Secured
Obligations and the termination of this Agreement.

         SECTION 6.8. CHOICE OF FORUM.

                  6.8.1. Pursuant to Section 5-1402 of the New York General
         Obligations Law, all actions or proceedings arising in connection with
         this Agreement shall be tried and litigated in state or Federal courts
         located in the Borough of Manhattan, New York City, State of New York,
         unless such actions or proceedings are required to be brought in
         another court to obtain subject matter jurisdiction over the matter in
         controversy. EACH OF THE GRANTOR, AND THE ADMINISTRATIVE AGENT ON
         BEHALF OF ALL SECURED PARTIES, WAIVE ANY RIGHT IT MAY HAVE TO ASSERT
         THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT
         TO THE JURISDICTION OF SUCH COURTS OR TO OBJECT TO VENUE TO THE EXTENT
         ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

                  6.8.2. The Grantor hereby irrevocably appoints CT Corporation
         System (the "PROCESS AGENT," which has consented thereto) with offices
         on the date hereof at 1633 Broadway, New York, New York 10019, as
         Process Agent to receive for and on behalf of the Grantor service of
         process in the County of New York relating to this Agreement. SERVICE
         OF PROCESS IN ANY ACTION OR PROCEEDING AGAINST THE GRANTOR MAY BE MADE
         ON THE PROCESS AGENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
         REQUESTED, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER
         APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK, AND THE PROCESS
         AGENT IS HEREBY AUTHORIZED AND DIRECTED TO ACCEPT SUCH SERVICE FOR AND
         ON BEHALF OF THE GRANTOR AND TO ADMIT SERVICE WITH RESPECT THERETO.
         SUCH SERVICE UPON THE PROCESS AGENT SHALL BE DEEMED EFFECTIVE PERSONAL
         SERVICE ON THE GRANTOR, SUFFICIENT FOR


                                      -16-
<Page>

         PERSONAL JURISDICTION, 10 DAYS AFTER MAILING, AND SHALL BE LEGAL AND
         BINDING UPON THE GRANTOR FOR ALL PURPOSES, NOTWITHSTANDING ANY FAILURE
         OF THE PROCESS AGENT TO MAIL COPIES OF SUCH LEGAL PROCESS TO THE
         GRANTOR, OR ANY FAILURE ON THE PART OF THE GRANTOR TO RECEIVE THE SAME.
         The Grantor confirms that it has instructed the Process Agent to mail
         to the Grantor, upon service of process being made on the Process Agent
         pursuant to this Section, a copy of the summons and complaint or other
         legal process served upon it, by registered mail, return receipt
         requested, at the Grantor's address set forth in SCHEDULE 6.4, or to
         such other address as the Grantor may notify the Process Agent in
         writing. The Grantor agrees that it will at all times maintain a
         process agent to receive service of process in the County of New York
         on its behalf with respect to this Agreement. If for any reason the
         Process Agent or any successor thereto shall no longer serve as such
         process agent or shall have changed its address without notification
         thereof to the Administrative Agent, the Grantor, immediately after
         gaining knowledge thereof, irrevocably shall appoint a substitute
         process agent acceptable to the Administrative Agent in the County of
         New York and advise the Administrative Agent thereof.

                  6.8.3. Nothing contained in this Section shall preclude any
         Secured Party from bringing any action or proceeding arising out of or
         relating to this Agreement in the courts of any place where the Grantor
         or any of its assets may be found or located. TO THE EXTENT PERMITTED
         BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE GRANTOR HEREBY
         IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT.

         SECTION 6.9. WAIVER AND ESTOPPEL. Except as otherwise provided in this
Agreement, the Grantor hereby waives: (a) presentment, protest, notice of
dishonor, release, compromise, settlement, extension or renewal and any other
notice of or with respect to the Secured Obligations and hereby ratifies and
confirms whatever the Administrative Agent may do in this regard, (b) notice
prior to taking possession or control of any Collateral, (c) any bond or
security that might be required by any court prior to allowing the
Administrative Agent to exercise any of its rights, powers or remedies, (d) the
benefit of all valuation, appraisement, redemption and exemption laws, (e) any
rights to require marshaling of the Collateral upon any sale or otherwise to
direct the order in which the Collateral shall be sold, (f) any set-off and (g)
any rights to require the Administrative Agent to proceed against any Person,
proceed against or exhaust any Collateral or any other security interests or
guaranties or pursue any other remedy in the Administrative Agent's power, or to
pursue any of such rights in any particular order or manner, and any defenses
arising by reason of any disability or defense of any Person.

         SECTION 6.10. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.

         SECTION 6.11. COMPLETE AGREEMENT. This Agreement and the Credit
Agreement, together with the exhibits and schedules hereto and thereto, are
intended by the parties as a final

                                      -17-
<Page>

expression of their agreement regarding the subject matter hereof and as a
complete and exclusive statement of the terms and conditions of such agreement.

         SECTION 6.12. LIMITATION OF LIABILITY. No claim shall be made by the
Grantor against the Secured Parties or the affiliates, directors, officers,
employers or agents of the Secured Parties for any special, indirect,
consequential or punitive damages in respect of any claim for breach of contract
or under any other theory of liability arising out of or related to the
transactions contemplated by this Agreement and the other Loan Documents, or any
act, omission or event occurring in connection therewith; and the Grantor hereby
waives, releases and agrees not to sue upon any claim for any such damages,
whether or not accrued and whether or not known or suspected to exist in its
favor.

         SECTION 6.13. WAIVER OF TRIAL BY JURY. THE GRANTOR AND THE
ADMINISTRATIVE AGENT WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION UNDER THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY ACTION ARISING OUT OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, REGARDLESS OF WHICH PARTY INITIATES
SUCH ACTION OR ACTIONS.

         SECTION 6.14. AMENDMENT AND RESTATEMENT; CONTINUATION OF LIENS. This
Agreement shall constitute an amendment and restatement of the Original Pledge
Agreements and an assignment and transfer of all, but not an extinguishment,
discharge, satisfaction or novation of any, indebtedness, liabilities and
obligations of the Transferring Grantors under the Original Pledge Agreements.
All security interests, liens and other encumbrances created under and/or
evidenced by the Original Pledge Agreements shall continue to be created under
and/or evidenced by this Agreement, with the same perfection and priority under
this Agreement as existed under the Original Pledge Agreements.


                                      -18-
<Page>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first set forth above.


                                           BLUE SKY COMMUNICATIONS, INC.


                                           By:
                                                   ----------------------------

                                           Name:
                                                   ----------------------------

                                           Title:
                                                   ----------------------------


                                           NORTEL NETWORKS, INC.


                                           By:
                                                   ----------------------------

                                           Name:
                                                   ----------------------------

                                           Title:
                                                   ----------------------------


                                      -19-
<Page>

                                                                      SCHEDULE A

                                   COLLATERAL


         The following property is part of the "Collateral" as defined in
Section 1.1:

<Table>
<Caption>
----------------------------------------------------------------------------------------------
           ISSUER           TYPE OF PROPERTY               OWNER               PERCENTAGE
                                                                                INTEREST
----------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                          <C>
       American Samoa      Limited Liability      Blue Sky Communications,         95%
        Telecom, LLC       Company Membership               Inc.
                               Interests
----------------------------------------------------------------------------------------------
</Table>


                                      -20-
<Page>

                                                                    SCHEDULE 3.2

                               LOCATIONS AND NAMES
                              ---------------------

(a)      Chief Executive Office and Principal Place of Business:

         100 Northpoint Center East, Suite 300
         Alpharetta, Georgia  30022

(b)      Other Locations:    None

(c)      Federal Tax Identification No.:    58-2519848

(d)      Trade and Prior Names:    "Blue Sky" and "Blue Sky Communications"


                                      -21-
<Page>

                        CERTIFICATION AND ACKNOWLEDGEMENT

         Each of the undersigned Transferring Grantors hereby (a) certifies to
the Secured Parties that, pursuant to the Contribution Agreement, such
Transferring Grantor has sold, assigned or otherwise transferred to the Grantor
all of its right, title, claim, estate and interest in and to the "Collateral"
(as such term is defined in the Original Pledge Agreement executed by such
Transferring Grantor), subject to the "Security Interests" (as such term is
defined in the Original Pledge Agreement executed by such Transferring Grantor);
and (b) agrees that the obligations of such Transferring Grantor under SECTION
6.1 of its Original Pledge Agreement shall be continuing as set forth in SECTION
6.7 of its Original Pledge Agreement.

                                       STANFORD FINANCIAL GROUP COMPANY

                                       By:
                                                --------------------------------

                                       Name:
                                                --------------------------------

                                       Title:
                                                --------------------------------

                                       TELECOM WIRELESS SOLUTIONS, INC.

                                       By:
                                                --------------------------------

                                       Name:
                                                --------------------------------

                                       Title:
                                                --------------------------------

                                       GELBER SECURITIES, INC.

                                       By:
                                                --------------------------------

                                       Name:
                                                --------------------------------

                                       Title:
                                                --------------------------------

Transfer of Collateral Acknowledged
as of January 31, 2001:

NORTEL NETWORKS, INC.


By:
         --------------------------

Name:
         --------------------------

Title:
         --------------------------


                                      -22-