NuVox, Inc. Form 8-K Exhibit 10.1



Exhibit 10.1



AMENDMENT NO. 1
TO
CREDIT AND GUARANTY AGREEMENT



        
AMENDMENT  NO. 1, dated as of September 11, 2001 (this  "Amendment"),  to the Credit and Guaranty
Agreement (the "Credit  Agreement"),  dated as of October 31, 2000, (as it may be amended,  restated,  supplemented
or  otherwise  modified  from time to time),  by and among  GABRIEL  COMMUNICATIONS  FINANCE  COMPANY,  a  Delaware
corporation  ("Borrower "),  as Borrower and,  NUVOX,  INC.,  (formerly  known as Gabriel  Communications,  Inc.) a
Delaware corporation ("Parent"), as a Guarantor,  GABRIEL COMMUNICATIONS  PROPERTIES,  INC., a Delaware corporation
("Holding Company"),  as a Guarantor,  certain Subsidiaries of Borrower,  as Guarantors,  the Lenders party thereto
from time to time,  GOLDMAN SACHS CREDIT  PARTNERS L.P., as Sole Lead Arranger,  Sole Book Runner,  and Syndication
Agent,  FIRST  UNION  NATIONAL  BANK,  as  Administrative  Agent  and  Collateral  Agent,  BARCLAYS  BANK  PLC,  as
Documentation Agent, and CIT LENDING SERVICES CORPORATION, as Co-Documentation Agent.


RECITALS:


        
WHEREAS,  the terms used herein,  including in the preamble and recitals  hereto,  not  otherwise
defined herein or otherwise amended hereby shall have the meanings ascribed thereto in the Credit Agreement;


        
WHEREAS,  Parent,  Holding  Company,  Borrower,  the  Lenders and Agents wish to amend the Credit
Agreement on certain terms as described herein;


        
WHEREAS,  the Parent expects to raise  aggregate net cash proceeds of no less than $75 million by
the  issuance  of  certain  preferred  stock  and  warrants  as more  particularly  described  in the  Confidential
Preliminary  Private  Placement  Memorandum  dated August 24,  2001,  the  principal  terms of which are set out in
Exhibit A hereto (the "Equity Issuance");


        
WHEREAS,  in consideration of the Parent  contributing  such net cash proceeds to Holding Company
as Paid-In Borrower Capital, the Lenders and Agents agree to amend the Credit Agreement as hereinafter described;


        
 NOW,  THEREFORE,  in consideration  of the premises and the agreements,  provisions and covenants
herein contained, each Credit Party, each Lender and each Agent party hereto agrees as follows:




SECTION 1.     AMENDMENT


        
As of the Amendment No. 1 Effective Date (as defined in Section 2 hereof),  the Credit  Agreement
shall be amended as set forth in this Section 1.


        
1.1              Section  1.1 of the  Credit  Agreement  is  hereby  amended  by  inserting  each  of the following
definitions in the appropriate alphabetical order:


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





	 
	        ""Adjusted  Revenues"  means,  for any Fiscal  Quarter,  the  revenues for such
                           Fiscal Quarter,  minus the sum of (i) resale  revenues other than revenues  generated by
                           services  provided by UNE-P  lines,  (ii)  carrier  access  billing  revenues  and (iii)
                           reciprocal compensation revenues."





	 
	        ""Amendment  No.  1"  means  Amendment  No.  1 to this  Agreement,  dated as of
                           September  11,  2001,  by  and  among  Borrower,   Holding  Company,   Parent,   certain
                           Subsidiaries of the Borrower and the Lenders and Agents party thereto."





	 
	        ""Amendment  No. 1 Effective  Date" means the "Amendment No. 1 Effective  Date"
                           as such term is defined in Amendment No. 1, Section 2."





	 
	        ""Available  Cash" means the sum as at each  calculation date of (i) the unused
                           Commitments  and  (ii)  Cash  and  Cash  Equivalents  on hand at  Borrower  and  Holding
                           Company."





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





	 
	        ""Equity  Issuance"  means the Parent's  issuance of certain units of preferred
                           stock  and  warrants  at  $1.50  per  unit,  as  more  particularly   described  in  the
                           Confidential  Preliminary  Private Placement  Memorandum dated August 24, 2001, to raise
                           aggregate  net cash proceeds of no less than $75 million,  the principal  terms of which
                           are set out in Exhibit A to Amendment No. 1."







	 
	        ""Gross  Profit"  means for any Fiscal  Quarter the Revenues  minus the cost of
                           sales for such Fiscal Quarter as determined in accordance with GAAP."





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





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





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





        1.2
        The following  definitions  in Section 1.1 of the Credit  Agreement  are hereby  deleted and replaced with the following:


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





	 
	        ""Applicable  Margin"   means 4.50% per annum with respect to  Eurodollar  Rate
                           Loans and 3.50% per annum  with  respect to Base Rate  Loans  provided  that at any time
                           (i) when the Borrower has delivered a Compliance  Certificate  and applicable  financial
                           statements  confirming  that the Borrower  EBITDA for the most recent Fiscal  Quarter is
                           greater  than  zero  or (ii)  after  the  later  of (a) the  date  on  which  commercial
                           operation has been  commenced in at least  twenty-one  (21) markets and the Borrower has
                           delivered a Compliance  Certificate and applicable financial statements  confirming that
                           the annualized  quarterly  gross revenues of the Borrower and its  Subsidiaries  exceeds
                           $175,000,000  and (b) twelve months after the Closing Date, the Applicable  Margin shall
                           be adjusted in accordance with the following  pricing grid,  based on the Total Borrower
                           Leverage Ratio:







	Total Borrower
 Leverage Ratio 	Applicable Margin
for Eurodollar
Rate Loans 	Applicable Margin
for Base Rate
 Loans
	>  10.0:1.00	4.25%	3.25%
	 <  10.0:1.00
>   8.0:1.00	4.00%	3.00%
	<   8.0:1.00
>  6.00:1.00	3.75%	2.75%
	<  6.00:1.00
>  4.00:1.00	3.50%	2.50%
	<  4.00:1.00	3.25% 	2.25% 





	  
	        No change in the  Applicable  Margin  shall be  effective  until  three
                           Business  Days after the date on which  Administrative  Agent  shall have  received  the
                           applicable  financial  statements  and a  Compliance  Certificate  pursuant  to  Section
                           5.1(d)  calculating  the Total  Leverage  Ratio.  At any time when the  Borrower has not
                           submitted  to  Administrative  Agent the  applicable  information  as and when  required
                           under  Section  5.1(d),  the  Applicable  Margin  shall be  determined  as if the  Total
                           Borrower  Leverage  Ratio  were in excess  of  10.0:1.00.  Within  one  Business  Day of
                           receipt  of the  applicable  information  as and when  required  under  Section  5.1(d),
                           Administrative   Agent  shall  give  each  Lender  telefacsimile  or  telephonic  notice
                           (confirmed in writing) of the Applicable Margin in effect from such date."





	 
	        ""Asset Sale" means a sale,  lease or sub-lease (as lessor or sublessor),  sale
                           and  leaseback,  assignment,  conveyance,  transfer  or  other  disposition  to,  or any
                           exchange  of  property   with,   any  Person  (other  than  Borrower  or  any  Guarantor
                           Subsidiary),  in one transaction or a series of transactions,  of all or any part of (i)
                           Borrower's  or any of its  Subsidiaries'  businesses,  assets or properties of any kind,
                           whether real, personal,  or mixed and whether tangible or intangible,  whether now owned
                           or  hereafter  acquired,  including,  without  limitation,  the Capital  Stock of any of
                           Borrower's  Subsidiaries  and (ii) Holding  Company's  Telecommunications  Assets (other
                           than any Securities or assets of any Unrestricted  Subsidiary),  in each case other than
                           (x) inventory  (or other  assets,  including  surplus  capacity on a  telecommunications
                           network  or dark  fiber in the  ordinary  course  of  business)  sold or  leased  in the
                           ordinary  course of business,  (y) disposals of obsolete,  worn out or surplus  property
                           which Parent deems no longer  needed or useful in the conduct of the  Telecommunications
                           Business  of  Holding  Company  and  its  Subsidiaries  and  (z)  sales  of  assets  for
                           consideration of less than $1,000,000 in the aggregate in any Fiscal Year."








	 
	        ""Available  Proceeds Amount" means, as of any date of  determination,  without
                           double  counting  and in respect of each  Investment,  after  having given effect to all
                           other  Investments  to be  effected  on such  date,  an  amount  equal to (i) 50% of the
                           aggregate  net cash  proceeds of equity  issuances by Parent after the  Amendment  No. 1
                           Effective  Date  contributed as common equity to Holding  Company;  plus (ii) the sum of
                           (a) the net cash  proceeds  received  by  Holding  Company in respect of the sale of any
                           Unrestricted  Subsidiary  and (b) the  proceeds of cash  dividends  declared and paid to
                           Holding  Company by any  Unrestricted  Subsidiary;  minus (iii) the  Available  Proceeds
                           Usage Amount.  Notwithstanding  the foregoing,  the Available  Proceeds  Amount shall be
                           deemed  to be reset  to zero on the  Amendment  No. 1  Effective  Date,  and the  Equity
                           Issuance shall not be deemed to give rise to any Available Proceeds Amount."






	 
	        ""Available  Proceeds  Usage Amount"  means,  as of any date of  determination,
                           without double  counting,  a cumulative  amount equal to the sum of : (i) the cumulative
                           amount of  Capital  Expenditures  made by  Holding  Company  after the  Amendment  No. 1
                           Effective  Date  pursuant  to the  final  proviso  of  Section  6.6(e);  plus  (ii)  the
                           cumulative  amount of  Investments  made by Holding  Company  after the  Amendment No. 1
                           Effective  Date  pursuant  to  Section  6.5(l);  plus  (iii)  the  cumulative  amount of
                           Investments  made by Holding  Company in Unrestricted  Subsidiaries  after the Amendment
                           No. 1  Effective  Date  pursuant  to  Sections  6.5(m),  6.18 and  6.21;  plus  (iv) the
                           aggregate  cash  portion  of the  purchase  price  paid  in  connection  with  Permitted
                           Acquisitions  after the Amendment No. 1 Effective Date made in the amounts  described in
                           clause (viii)(b) of the definition of Permitted Acquisition."






	 
	        ""Borrower Net Income" means,  for any period,  (i) the net income (or loss) of
                           Holding Company and its Subsidiaries  (other than GCI Transportation  Company L.L.C.) on
                           a consolidated  basis for such period taken as a single  accounting period determined in
                           conformity  with GAAP,  minus, to the extent included in (i), (ii) (a) the income of any
                           Person  (other than a Subsidiary  of  Borrower)  in which any other  Person  (other than
                           Borrower or any of its Subsidiaries)  has a joint interest,  except to the extent of the
                           amount of  dividends  or other  distributions  actually  paid to  Borrower or any of its
                           Subsidiaries  by such Person during such period,  (b) the income (or loss) of any Person
                           accrued  prior to the date it becomes a  Subsidiary  of  Borrower  or is merged  into or
                           consolidated  with  Borrower  or any of its  Subsidiaries  or that  Person's  assets are
                           acquired by Borrower or any of its  Subsidiaries,  (c) the income of any  Subsidiary  of
                           Borrower  to the  extent  that the  declaration  or  payment  of  dividends  or  similar
                           distributions  by that  Subsidiary  of  that  income  is not at the  time  permitted  by
                           operation of the terms of its charter or any agreement,  instrument,  judgment,  decree,
                           order, statute, rule or governmental  regulation applicable to that Subsidiary,  (d) any
                           after-tax  gains or losses  attributable  to Asset Sales or returned  surplus  assets of
                           any  Pension  Plan,  and (e) (to the extent not  included  in clauses  (a)  through  (d)
                           above) any net extraordinary gains or net non-cash extraordinary losses."








	 
	
        ""Delayed  Draw Term Loan Maturity Date" means the earlier of (i) September 30,
                           2006 and (ii) the date that all  Delayed  Draw Term Loans  shall  become due and payable
                           in full hereunder, whether by acceleration or otherwise."





	 
	        ""Nortel  Networks  Loans Maturity Date" means the earlier of (i) September 30,
                           2006 and (ii) the date that all Nortel  Networks  Loans shall  become due and payable in
                           full hereunder, whether by acceleration or otherwise."





	 
	        ""Permitted  Acquisition"  means the acquisition of the three acquired entities
                           referred to in the letter from Parent to Lenders  dated June 11,  2001,  a copy of which
                           is attached as Exhibit B to Amendment No. 1, and any other  acquisition  by the Borrower
                           or any Wholly Owned  Subsidiary,  whether by purchase,  merger or  otherwise,  of all or
                           substantially  all of the assets of, all of the Capital  Stock of, or a business line or
                           unit or a division of, any Person; provided, with respect to such other acquisitions,





	 
	        (i)        
      immediately  prior to, and after  giving  effect  thereto,  no
                                    Default or Event of Default  shall have  occurred  and be  continuing  or would
                                    result therefrom;




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






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







	 	        
(iv)        
Parent and its Subsidiaries shall be in compliance with, immediately before and
after giving pro forma effect to such acquisition, Sections 6.6, 6.7, 6.8
and 6.22, as applicable;





	 	        
(v)        
Borrower shall have delivered to Administrative Agent (which Administrative
Agent shall promptly furnish to the Lenders) (A) at least 10 Business Days prior
to such proposed acquisition, a Compliance Certificate evidencing pro
forma compliance with Sections 6.6, 6.7, 6.8 and 6.22, as applicable, as
required under clause (iv) above, together with all relevant financial
information with respect to such acquired assets, including, without limitation,
the aggregate consideration for such acquisition and any other information
required to demonstrate pro forma compliance with Sections 6.6, 6.7, 6.8
and 6.22, as applicable;





	 	        
(vi)        
any Person or assets or division as acquired in accordance herewith shall be in
same business or lines of business in which Borrower and/or its Subsidiaries are
engaged as of the Amendment No. 1 Effective Date or such other lines of business
as may be consented to by Requisite Lenders;





	 	        
(vii)        
the principal operations of all Persons, assets or divisions acquired shall be
located either (I) in the Initial Borrower Markets or (II) in one of the
Pre-approved Borrower Markets (other than those located in New Mexico, Texas,
Wisconsin or Minnesota) designated in writing by the Borrower to the
Administrative Agent or (III) in an Other Market or Pre-approved Borrower Market
located in New Mexico, Texas, Wisconsin or Minnesota designated by Borrower in
writing to Administrative Agent and approved by Requisite Lenders in their
absolute discretion; provided in each case (A) the principal operations,
assets or divisions acquired are related to Borrower’s Telecommunications
Business, (B) the Borrower shall provide the Syndication Agent and the
Administrative Agent with a revised Financial Plan in form and substance
reasonably satisfactory to the Syndication Agent and Administrative Agent, which
revised Financial Plan demonstrates that (1) the Borrower’s business in all
proposed and existing Geographic Markets, as described in such revised Financial
Plan, is fully financed and (2) each of the Borrower and the Parent is in pro
forma compliance with its financial covenants as required pursuant to clause
(iv) and (v) above, and (C) that the acquisition does not reduce Consolidated
EBITDA on a pro forma basis as to any future Fiscal Quarter based on actual
historical results with such adjustments as are consistent with Regulation S-X;
and







	 	        
(viii)        
the aggregate cash portion of the purchase price paid in connection with all
such acquisitions since the Amendment No. 1 Effective Date does not exceed an
amount equivalent to the sum of (a) 100% of the net proceeds of the Equity
Issuance in excess of $75,000,000 up to $80,000,000, plus 50% of the net
proceeds of the Equity Issuance in excess of $80,000,000 in aggregate, and (b)
the Available Proceeds Amount.”





	 
	        ""Revolving  Loan Commitment  Termination  Date" means the earliest to occur of
                           (i) September 30, 2006,  (ii) the date the Revolving Loan  Commitments  are  permanently
                           reduced to zero pursuant to Sections  2.10,  2.11(b) or 2.12,  and (iii) the date of the
                           termination of the Revolving Loan Commitments pursuant to Section 8.1."





	 
	        ""Revolving  Loan  Maturity  Date" means the earlier of (i)  September 30, 2006
                           and (ii) the date  that  all  Revolving  Loans  shall  become  due and  payable  in full
                           hereunder, whether by acceleration or otherwise."






	 
	       ""Subject  Acquisition"  means a  Permitted  Acquisition  or series of  related
                           Permitted  Acquisitions  by  Borrower  or  any  of  its  Subsidiaries  for  which  total
                           consideration,  when  aggregated  with the  consideration  paid in  respect of all other
                           Permitted   Acquisitions  (A)  since  the  Amendment  No.  1  Effective  Date,   exceeds
                           $5,000,000  in the  aggregate or (B) since the date of the last  occurrence of a Subject
                           Acquisition, exceeds $5,000,000 in the aggregate."





	 
	        ""Subject  Asset Sale" means an Asset Sale or series of related  Asset Sales by
                           Borrower or any of its  Subsidiaries  for which  total  consideration,  when  aggregated
                           with  the  consideration  paid in  respect  of all  other  Asset  Sales  (A)  since  the
                           Amendment  No. 1 Effective  Date,  exceeds  $5,000,000 in the aggregate or (B) since the
                           date  of the  last  occurrence  of a  Subject  Asset  Sale,  exceeds  $5,000,000  in the
                           aggregate."






	 
	        ""Tranche A Term Loan  Maturity  Date" means the earlier of (i)  September  30,
                           2006 and (ii) the date that all  Tranche A Term Loans  shall  become due and  payable in
                           full hereunder, whether by acceleration or otherwise."







        
1.3        Section  2.1(a)(v) of the Credit  Agreement is hereby amended by inserting the following
at the beginning thereof:


        "Notwithstanding  the  following  provisions of this Section  2.1(a)(v),  such  provisions  shall
terminate and be permanently unavailable to the Borrower after and including the Amendment No. 1 Effective Date."


        1.4        
      Section 2.4 of the Credit  Agreement is hereby  amended by deleting the last sentence of such Section and replacing such sentence in its entirety with the following:


	 	        “The
proceeds of Nortel Networks Loans drawn on the Closing Date shall have been used
solely to repay amounts owing under item (iii) of the definition of Existing
Indebtedness, and the proceeds of Nortel Networks Loans thereafter shall be used
solely to provide financing for the purchase of equipment licensed, manufactured
or supplied by Nortel Networks and related services (including, without
limitation, the installation and construction services in respect of such
equipment) from Nortel Networks and related fees, charges and expenses in
respect thereof to the extent incurred subsequent to the Closing Date or
pursuant to TriVergent’s equipment purchase commitment contained in that
certain TriVergent Amendment No. 2 to the Master Purchase Agreement dated March
7, 2000, between TriVergent and Nortel Networks; provided  that after the
Amendment No. 1 Effective Date the proceeds of Nortel Networks Loans shall be
used solely to provide financing for the purchase of equipment licensed,
manufactured or supplied by Nortel Networks and related services (including,
without limitation, the installation and construction services in respect of
such equipment) from Nortel Networks and related fees, charges and expenses in
respect thereof to the extent incurred subsequent to the Amendment No. 1
Effective Date. After the Amendment No. 1 Effective Date, the proceeds of Loans
other than Nortel Networks Loans shall not be used to purchase or reimburse the
purchase cost of equipment licensed, manufactured or supplied by Nortel Networks
and related services and related fees, charges and expenses in respect thereof
at a time when Nortel Networks Loans are otherwise available to be borrowed for
such purpose.” 






        1.5
        Section  2.10 of the Credit  Agreement  is hereby  deleted in its  entirety and replaced
with the following:


	 
	
"2.10     Commitment Reductions/Scheduled Payments.






	 
	        (a)   Scheduled   Revolving   Commitment   Reductions.   The   Revolving   Loan
                           Commitments  hereunder shall be permanently  reduced in the percentages of the aggregate
                           Revolving  Loan  Commitments  as of December  31,  2003 set forth  below in  consecutive
                           quarterly installments (each, a "Reduction") on the dates set forth below:







	Date	Revolving Loan
Commitment Reductions
	December 31, 2003 	2.50% 
	March 31, 2004  	2.50% 
	June 30, 2004 	 2.50% 
	September 30, 2004 	2.50%
	December 31, 2004 	3.75% 
	March 31, 2005  	3.75%
	June 30, 2005  	3.75%
	September 30, 2005 	3.75%
	December 31, 2005	 5.00%
	March 31, 2006	5.00% 
	June 30, 2006	5.00%
	September 30, 2006	60.00%






	 	
Notwithstanding
the foregoing, (i) such Reductions shall be reduced in connection with any
voluntary or mandatory reductions of the Revolving Loan Commitments in
accordance with Sections 2.11, 2.12 or 2.13 and (ii) the Revolving Loans,
together with all amounts owing hereunder with respect thereto, shall be
permanently repaid in full no later than the Revolving Loan Maturity Date.





	 
	
        (b)  Scheduled  Tranche  A Term  Loan  Installments,  Delayed  Draw  Term Loan
Installments  and  Nortel  Networks  Loan  Installments.  The  principal  amounts of the
                           Tranche A Term Loan,  Delayed Draw Term Loans and Nortel  Networks Loans shall be repaid
                           in the  percentages  of such Loans  outstanding  as of December 31, 2003 set forth below
                           in  consecutive  quarterly  installments  (each,  a "Tranche  A Term Loan  Installment",
                           "Delayed  Draw  Term  Loan  Installment",  or " Nortel  Networks  Loan  Installment"  as
                           applicable) on the dates set forth below:








	Date	Tranche A Term Loan,
Delayed Draw Term Loan and Nortel
 Networks Loan Installments
	December 31, 2003 	2.50% 
	March 31, 2004  	2.50% 
	June 30, 2004 	 2.50% 
	September 30, 2004 	2.50%
	December 31, 2004 	3.75% 
	March 31, 2005  	3.75%
	June 30, 2005  	3.75%
	September 30, 2005 	3.75%
	December 31, 2005	 5.00%
	March 31, 2006	5.00% 
	June 30, 2006	5.00%
	September 30, 2006	60.00%





	 	
Notwithstanding
the foregoing, (i) such Tranche A Term Loan Installments, Delayed Draw Term Loan
Installments and Nortel Networks Loan Installments shall be reduced in
connection with any voluntary or mandatory reduction or prepayments of the
Tranche A Term Loans, Delayed Draw Term Loans or Nortel Networks Loans, as
applicable, in accordance with Sections 2.11, 2.12 or 2.13 and (ii) the Tranche
A Term Loans, Delayed Draw Term Loans and Nortel Networks Loans, together with
all other amounts owed hereunder with respect thereto, shall be permanently
repaid in full no later than the Tranche A Term Loan Maturity Date, or Delayed
Draw Term Loan Maturity Date or Nortel Networks Loan Maturity Date, as the case
may be.”





        
1.6        Section  2.12 of the  Credit  Agreement  is  hereby  amended  by the  addition  of a new
subsection (f) as follows:


	 
	        
                                    "(f)    Permitted  Parent Debt.  Borrower  shall  immediately  prepay Loans and
                           permanently  reduce  Commitments,  all as set forth in Section 2.13(b),  in an aggregate
                           amount equal to the net proceeds of any issuance of Permitted Parent Debt."








        
1.7        Section  2.12(a)  of the  Credit  Agreement  is hereby  deleted  and  replaced  with the
following:


	 
	        
                                    "(a) Asset  Sales.  After the receipt by  Borrower or any of its  Subsidiaries,
                           Holding  Company or Parent of Net Asset Sale Proceeds,  Borrower shall (and Parent shall
                           cause Borrower to) prepay Loans and  permanently  reduce  Commitments,  all as set forth
                           in  Section  2.13(b),  (i)  within 5 days of  receipt,  with 100% of any Net Asset  Sale
                           Proceeds  in excess of  $20,000,000  in  aggregate  from the  Amendment  No. 1 Effective
                           Date,  (ii)  within 5 days of  receipt,  with 50% of any Net Asset  Sale  Proceeds  (not
                           exceeding  $20,000,000 in aggregate  from the Amendment No. 1 Effective  Date) and (iii)
                           within 270 days after  receipt  and to the extent  Borrower  has not repaid  pursuant to
                           (ii) above or reinvested in  Telecommunications  Assets (of the general type used in the
                           business  of Parent  and its  Subsidiaries,  as  certified  to  Administrative  Agent by
                           Parent),   with  any  portion  of  such  Net  Asset  Sale  Proceeds  not  so  repaid  or
                           reinvested.  Pending a  determination  whether  any Net  Asset  Sale  Proceeds  shall be
                           applied  to  prepay  outstanding  Loans  and/or  reduce  Commitments   pursuant  to  the
                           preceding   sentence,   such  Net  Asset  Sale  Proceeds  shall  be  applied  to  prepay
                           outstanding  Revolving  Loans  (without a reduction in the  Revolving  Loan  Commitments
                           pending such  determination).  Further,  to the extent such Net Asset Sale  Proceeds are
                           reinvested  as provided  above,  replacement  Liens  shall be granted to the  Collateral
                           Agent pursuant to Section 1.3 of the Pledge and Security Agreement."






        
1.8        Section  2.13(b) of the Credit  Agreement  is hereby  amended  by the  insertion  in the
first sentence thereof, following the phrase "through 2.12(c)," of the following:


	 
	        "and 2.12(f)"






        
1.9        Section  3.2(a)  of the  Credit  Agreement  is hereby  amended  by the  addition  of the
following at the end thereof:


	 
	        "(ix)  the Chief  Financial  Officer  of the  Parent  shall  have  delivered  a
                           certificate  demonstrating  to the  satisfaction of the  Administrative  Agent that, and
                           further representing and warranting that:






	 	        
(1)        
Parent and Borrower expect, after giving effect to the proposed borrowing, and
based upon good faith determinations and projections consistent with the current
Financial Plan, to be in compliance with all operating and financial covenants
at the end of the current period;






	 	        
(2)        
after giving effect to the proposed borrowing, the sum of aggregate outstanding
Loans and the Letters of Credit Usage shall not exceed $175 million prior to
April 1, 2002 and $200 million between April 1, 2002 and June 30, 2002 (such
availability subject to the delivery of a Compliance Certificate demonstrating
compliance with all operating and financial covenants as of the end of the prior
period as required by Section 3.2(a)(viii) of this Agreement); and





	 	        
(3)         
proceeds of Loans (other than Nortel Loans) are not being used to fund or
reimburse the purchase cost of equipment and services from Nortel Networks, Inc.
at a time when Nortel Loans are otherwise available to be borrowed for such
purpose.”





        
1.10        Section  5.1(a) of the  Credit  Agreement  is hereby  amended by the  addition  of a new
subsection (v) as follows:


	 
	        
                                            "(v)  Additional  Quarterly  Reports.  As soon as  practicable,  and in
                           any event no later than  forty-five  (45) days after the end of each Fiscal  Quarter,  a
                           quarterly  operational  progress report in form satisfactory to the Administrative Agent
                           setting  out the number of New  Customers,  Access  Lines Per New  Customer,  Days Sales
                           Outstanding,  Total  Acquisition  Cost per New  Customer,  quantity and cost of customer
                           premise  equipment  installed and number of "local loops" installed  (measured by adding
                           T-1's and "EELs", excluding conversions of existing lines to "EELs")."






        
1.11        Section  5.1(d) of the Credit  Agreement  is hereby  amended by deleting  the ";" on the
last line thereof and adding:


	 	
“and
together with each delivery of monthly reports of Parent and its Subsidiaries
pursuant to Section 5.1(a), a duly executed and completed Compliance Certificate
demonstrating compliance with Section 6.22;"





        
1.12        Section  5.1(j) of the Credit  Agreement is hereby  amended by inserting  the  following
after a "Financial Plan":


	 
	", in form and  substance  reasonably  satisfactory  to the  Syndication  Agent  and the
                           Administrative Agent,"






        
1.13        Section  5.12  of  the  Credit  Agreement  is  hereby  amended  by the  addition  of the
following at the end thereof:


	 	
“Parent
shall contribute the aggregate net cash proceeds of all future equity and debt
issuances to Holding Company as Paid-In Borrower Capital and Holding Company
shall contribute such proceeds of debt issuances to Borrower, which proceeds
Borrower shall immediately apply as a mandatory prepayment as required under
Section 2.12(f).”







        
1.14        Section  5.15  of  the  Credit  Agreement  is  hereby  amended  by the  addition  of the
following at the end thereof:


	 	
“Holding
Company shall (i) at all times ensure that all Cash and Cash Equivalents at any
time held by it are subject to a valid and perfected first priority Lien in
favor of the Lenders, and (ii) ensure that at all times such Cash and Cash
Equivalents are in bank accounts subject to the account control agreements or
are otherwise subject to the securities control agreements, which agreements
exist as of the Amendment No. 1 Effective Date.”





        
1.15        Section  6.1 of  the  Credit  Agreement  is  hereby  amended  by  adding  the  following
subsection:


	 
	
"(h) any Interest Rate Agreements required pursuant to Section 5.11."






        
1.16        Section  6.1(f) of the Credit  Agreement is hereby  deleted in its entirety and replaced
with the following:


	 
	        
                                    "(f)  Indebtedness with respect to Capital Leases in an aggregate amount not to
                           exceed at any time  $15,000,000,  provided that no more than  $5,000,000 in aggregate of
                           such  amount at any time shall be in respect  of Capital  Leases of items  which are not
                           customer premise equipment."






        
1.17       Section  6.1B of the Credit  Agreement is hereby  amended by deleting the last  sentence
of such Section and replacing such sentence in its entirety with:


	 
	"Notwithstanding the foregoing,  but subject always to Section 6.8, except with
                           the Requisite Lenders' consent,  Unrestricted  Subsidiaries of Holding Company shall not
                           be able to create,  incur,  assume or  guaranty,  or otherwise  become or remain  liable
                           with  respect  to any  secured  or  unsecured  Indebtedness,  except  in the case of GCI
                           Transportation  Company  L.L.C.  which shall be permitted to incur secured  Indebtedness
                           up to $2,760,000 on or prior to September 30, 2001."






        
1.18        Section  6.4(a) of the Credit  Agreement is hereby amended by deleting  subsection  (iv)
in its entirety and inserting the phrase:


	 
	         
"(reserved); and"








        
1.19          Sections  6.5(k),  (l),  and (m) of the Credit  Agreement  are  hereby  deleted in their
entirety and replaced with the following:


	 
	
        "(k)  in  the  case  of  Borrower,  promissory  notes  and  other  Indebtedness
                           received  in  connection  with Asset  Sales  permitted  by Section  6.9 to an  aggregate
                           amount not to exceed  $3,000,000  at any one time  outstanding;  provided  that any such
                           promissory note (or series of related  promissory  notes) payable in a principal  amount
                           equal to or greater  than  $250,000  shall  have been  delivered  to the  Administrative
                           Agent to be held as Collateral  pursuant to the Pledge and Security  Agreement;  and, in
                           the case of  Holding  Company,  promissory  notes and  other  Indebtedness  received  in
                           connection with the sale of any Unrestricted Subsidiary;






	 
	
         (l)  other  cash   Investments  by  Holding  Company  (other  than  Investments
                           referred  to in Section  6.5(m)) in an amount not to exceed the lesser of the  Available
                           Proceeds  Amount or  $7,500,000;  provided  that (i)  immediately  prior  to,  and after
                           giving  effect  thereto,  no  Default or Event of Default  shall  have  occurred  and be
                           continuing  or would  result  therefrom,  (ii) Parent and its  Subsidiaries  shall be in
                           compliance  with,  immediately  before  and  after  giving  pro  forma  effect  to  such
                           Investment,  Sections 6.6, 6.7, 6.8 and 6.22, as  applicable,  (iii) such  Investment is
                           subject to a Lien  (junior  only to Permitted  Encumbrances)  granted to the  Collateral
                           Agent  pursuant to Section 1.3 of the Pledge and Security  Agreement,  and (iv) the sale
                           or  transfer of such  Investment  is not  subject to any  restrictions  other than those
                           imposed by this Agreement or applicable law or regulation; and






	 
	
        (m) in  the  case  of the  Holding  Company,  following  the  Amendment  No.  1
                           Effective  Date,  Investments  in  Unrestricted  Subsidiaries  established  or  acquired
                           pursuant to Sections 6.18 or 6.21,  respectively,  so long as such  Investments  are for
                           the  routine  operation  and  maintenance  of the  aircraft  currently  operated  by GCI
                           Transportation  Company  L.L.C.  in an aggregate  total amount in any Fiscal Year not to
                           exceed $100,000."






        
1.20         Section  6.6(a) of the Credit  Agreement is hereby  deleted in its entirety and replaced
with the following:


	 
	
        "(a)    Minimum   Adjusted   Revenues.   Borrower  shall  not  permit  Adjusted
                           Revenues as of the last day of any Fiscal  Quarter,  beginning  with the Fiscal  Quarter
                           ending  September  30, 2001,  to be less than the  correlative  amount  indicated as set
                           forth on  Schedule  6.6(a) (in each case as such  amount  may be  adjusted  pursuant  to
                           Section 6.6(g))."








        
1.21        Schedules  6.6(a),  (b),  (c) and (e) of the Credit  Agreement  are hereby  deleted  and
replaced with the  corresponding  schedules  attached as Annex I hereto.  New Schedules  6.6(h) and 6.6(i) attached
hereto as Annexes II and III, respectively, are hereby added to the Credit Agreement.


        
1.22        Section  6.6(d) of the Credit  Agreement is hereby  deleted in its entirety and replaced
with the following:


	 
	
        "(d)  Total  Borrower  Debt  to  Total  Borrower  Capitalization.  At any  time
                           during  Stage 1,  Borrower  shall not permit the ratio of Total  Borrower  Debt to Total
                           Borrower Capitalization to exceed 0.40:1.00."






        
1.23        Section  6.6(g) of the Credit  Agreement is hereby  deleted in its entirety and replaced
with the following:


	 
	
        "(g)    Certain  Calculations.     (i) (1) For purposes of determining  compliance
                           with the  financial  covenants  set forth in Sections  6.6(a),  (b),  (c),  and (h), the
                           minimum Adjusted Revenues,  minimum Access Lines,  minimum  EBITDA/maximum  EBITDA loss,
                           and minimum Gross Profits  specified in such Sections  shall be increased for any period
                           in which a Subject  Acquisition  has occurred and each succeeding  period  thereafter by
                           100% of the Adjusted Revenues,  Access Lines,  Consolidated  EBITDA and Gross Profits of
                           the  entity  or  assets  being  acquired  for the then most  recently  completed  Fiscal
                           Quarter  prior  to  the  date  of  such  acquisition  using  the  historical   financial
                           statements of such entity,  and the  consolidated  financial  statements of Borrower and
                           its  Subsidiaries  shall be  restated on a pro forma  basis as if such  transaction  had
                           been  consummated  at the beginning of such period;  and all such pro forma  adjustments
                           shall be  accompanied  by a Financial  Officer  Certification;  (2) for the  purposes of
                           determining  compliance  with the financial  covenant set forth in Section  6.6(i),  the
                           minimum  Available  Cash  specified  in such Section  shall be reduced by the  aggregate
                           amount of all mandatory  prepayments (and resulting  Commitment  reductions) pursuant to
                           Section 2.12, but in no event shall such specified  minimum  Available Cash be less than
                           $5,000,000.






	 
	
               
(ii)  For  purposes  of  determining   compliance  with  the  financial
                           covenants  set  forth in  Sections  6.6(a),  (b),  (c) and  (h),  the  minimum  Adjusted
                           Revenues,  Access Lines,  Consolidated  EBITDA,  and minimum Gross Profits  specified in
                           such  Sections  shall be  decreased  for any  period in which a Subject  Asset  Sale has
                           occurred  and  each  succeeding  period  thereafter  by 100% of the  Adjusted  Revenues,
                           Access  Lines (if any),  Consolidated  EBITDA and Gross  Profits of the entity or assets
                           being sold for the then most  recently  completed  Fiscal  Quarter  prior to the date of
                           such sale and the  consolidated  financial  statements of Borrower and its  Subsidiaries
                           shall be restated on a pro forma basis as if such  transaction  had been  consummated at
                           the beginning of such period;  and all such pro forma  adjustments  shall be accompanied
                           by a Financial Officer Certification.








        
1.24         Section  6.6 of the  Credit  Agreement  is  hereby  amended  to add  the  following  new
sub-sections:


	 
	
        "(h) Minimum  Gross  Profits.  Borrower  shall not permit  Gross  Profits as of
                           the last day of any Fiscal Quarter,  beginning with the Fiscal Quarter ending  September
                           30, 2001, to be less than the  correlative  amount set forth on Schedule 6.6(h) (in each
                           case as such amount may be adjusted pursuant to Section 6.6(g)).






	 
	
         
(i)  Minimum  Available  Cash.  During  Stage 1, the  Borrower  shall not permit
                           the  amount  of  Available  Cash to be less  than the  correlative  amount  set forth on
                           Schedule  6.6(i),  (A) as of any  Credit  Date,  (B) as of the  last  day of any  Fiscal
                           Quarter  and (C) for any period of more than ten  consecutive  Business  Days during any
                           Fiscal Quarter."






        
1.25        Section  6.18(a) of the Credit  Agreement is hereby  amended by inserting  the following
at the beginning thereof before the phrase "Holding Company":


	 
	"Without the  Requisite  Lenders'  consent,  Holding  Company may not  establish any new
                           Unrestricted Subsidiaries.  Subject to the prior sentence,"






        
1.26        Section 6 of the Credit  Agreement  is hereby  amended by the  addition of a new Section
6.22 as follows:


	 
	
        "6.22   Stage 1 Operating  Covenant.  At any time during  Stage 1, the Borrower
                           shall not  permit  the  number  of Access  Lines at the end of any month to be less than
                           the number of Access Lines as of the end of the prior month.






        
1.27        Section  10.5(a) of the Credit  Agreement is hereby  amended by inserting  the following
phrase immediately after the words "Credit Documents":


	 
	
",  other than  Hedge  Agreements  with any  Lender  Counterparty  pursuant  to
                           Section 5.11".








SECTION 2.     CONDITIONS PRECEDENT


        The  provisions  set forth in Section 1 hereof shall be effective as of the date (the  "Amendment
No. 1  Effective  Date") on which  each of the  following  conditions  shall  have  been  satisfied  (or  waived in
accordance with Section 10.5 of the Credit Agreement):


        2.1     
Parent shall have  received  aggregate  net cash proceeds of no less than $75 million as
a result of the Equity  Issuance.  The net of all such proceeds shall have been  contributed to the Holding Company
as Paid-In  Borrower  Capital,  and the  Borrower  shall have  repaid any Loans made after July 31,  2001 with such
proceeds.


        
2.2     All necessary governmental and/or third party approvals shall have been obtained.


        
2.3     The payment on the Amendment No. 1 Effective Date of:



	 	        (i)     
the reasonable fees, expenses and disbursements in connection with the
negotiation, preparation and execution of this Amendment No.1 and all
outstanding fees owing Skadden, Arps, Slate, Meagher & Flom LLP; 






	  
	
        (ii)          the  fees,  expenses  and  disbursements  of   PricewaterhouseCoopers   LLP  in
                  connection with due diligence relating to revised projections provided by the Borrower; and






	 	        (iii)     
such fees as shall have been agreed by the Borrower, the Syndication Agent and
the Administrative Agent including, without limitation, a fee payable to each
Lender consenting to and executing this Amendment No. 1 in an amount equal to
0.25% of such Lender’s aggregate Commitments; and 







        
2.4        No Default  or Event of  Default  shall have  occurred  under the  Credit  Agreement  or
result as a consequence of the amendments and transactions contemplated hereby.


        
2.5        Since  December  31,  1999 no event or change  shall  have  occurred  that has caused or
evidences, either in any case or in the aggregate, a Material Adverse Effect.


        
2.6        The  Syndication  Agent and the  Administrative  Agent shall have completed and continue
to be satisfied with their due diligence review of the Parent and its Subsidiaries.


         
2.7        The  execution  and  delivery  in form  and  substance  reasonably  satisfactory  to the
Administrative  Agent  and the  Syndication  Agent of  opinions  of  counsel  to the  Parent  as may be  reasonably
requested.




        
2.8        The  execution  and  delivery  of  definitive  documentation  in  respect  of the Equity
Issuance that the  Administrative  Agent and  Syndication  Agent shall have  acknowledged is  substantially  on the
terms set out in Exhibit A hereto (such acknowledgement not to be unreasonably withheld or delayed).


SECTION 3.     REPRESENTATIONS AND WARRANTIES


         In order to induce the Agents and Lenders to enter into this  Amendment  No. 1, each Credit Party
represents and warrants to each Agent and each Lender, that:


        
3.1        As of the Amendment No. 1 Effective  Date,  each of the  representations  and warranties
contained  in each of the Credit  Documents  is true,  correct and  complete in all  material  respects to the same
extent  as  though  made  on and as of  that  date,  except  to the  extent  such  representations  and  warranties
specifically  relate to an earlier date, in which case such  representations  and warranties  shall have been true,
correct and complete in all material respects on and as of such earlier date.


        
3.2         As of the  Amendment  No.  1  Effective  Date,  each  and  every  Credit  Party  has all
requisite  power to own and operate its  properties,  to carry on its business as now  conducted and as proposed to
be  conducted,  to enter into this  Amendment No. 1, and to carry out the  transactions  contemplated  hereby.  The
execution,  delivery and  performance of this Amendment No. 1 has been duly  authorized by all necessary  action on
the part of each Credit Party that is a party to this Amendment No. 1.


        
3.3        The  execution,  delivery  and  performance  by  each  of the  Credit  Parties  to  this
Amendment No. 1 and the consummation of the  transactions  contemplated by this Amendment No. 1 do not and will not
(a) violate  any  provision  of any law or any  governmental  rule or  regulation  applicable  to any of the Credit
Parties,  any  Governmental  Authorization,   any  of  the  Organizational  Documents  of  Parent  or  any  of  its
Subsidiaries,  or any order,  judgment or decree of any court or other agency of  government  binding on any of the
Credit Parties,  (b) conflict with,  result in a breach of or constitute (with due notice or lapse of time or both)
a default  under any  Contractual  Obligation  of any  Credit  Party,  (c)  result in or require  the  creation  or
imposition  of any  Lien  upon  any of the  material  properties  or  assets  of  any  Credit  Party  or any of its
Subsidiaries  (other than any Liens  created  under this  Amendment  No. 1 or any of the other Credit  Documents in
favor of  Collateral  Agent on behalf of the Secured  Parties) or (d) require  any  registration  with,  consent or
approval  of, or notice to, or other  action to, with or by, any  Governmental  Authority  or any Person  under any
Contractual  Obligation;  except for such  registration,  consent  or  approval  obtained  by the  Amendment  No. 1
Effective Date and disclosed in writing to Lenders.


        
3.4        This  Amendment  No. 1 has been duly  executed and delivered by each Credit Party and is
the  legally  valid and  binding  obligation  of such  Credit  Party,  enforceable  against  such  Credit  Party in
accordance  with its  respective  terms,  except  as may be  limited  by  bankruptcy,  insolvency,  reorganization,
moratorium  or similar  laws  relating  to or limiting  creditors'  rights  generally  or by  equitable  principles
relating to enforceability.




SECTION 4.      MISCELLANEOUS


        
4.1        This  Amendment  No.1  shall be binding  upon the  parties  hereto and their  respective
successors  and assigns and shall inure to the  benefit of the  parties  hereto and the  successors  and assigns of
Lenders.  No Credit Party rights or obligations  hereunder or any interest  therein may be assigned or delegated by
any Credit Party without the prior written consent of all Lenders.


        
4.2        Except as  expressly  amended  hereby,  the Credit  Agreement  and all other  documents,
agreements and instruments  relating thereto are and shall remain  unmodified and in full force and effect.  On and
after  the  Amendment  No.  1  Effective  Date,  each  reference  in the  Credit  Agreement  to  "this  Agreement",
"hereunder",  "hereof",  "herein" or words of like import, and each reference in the Notes to the Credit Agreement,
shall mean and be a reference to the Credit  Agreement as amended  hereby,  and this Amendment No. 1 and the Credit
Agreement  shall be read  together and  construed as a single  instrument.  Each Credit Party hereby (a)  reaffirms
and admits the validity and  enforceability  of the Credit  Agreement  and the other  Credit  Documents  (including
without  limitation all guarantees and grants of security  interests  contained therein) and all of its obligations
thereunder,  and (b) agrees and admits that it has no defenses to or offsets  against any of its obligations to any
Agent or any Lender under the Credit Documents.


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


        
4.4        Section  headings  herein are included  herein for  convenience  of  reference  only and
shall not constitute a part hereof for any other purpose or be given any substantive effect.


        
4.5        THIS AMENDMENT NO. 1 AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER  SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK  (INCLUDING
SECTION  5-1401 AND  SECTION  5-1402 OF THE GENERAL  OBLIGATIONS  LAW OF THE STATE OF NEW YORK)  WITHOUT  REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF EXCEPT AS TO MATTERS OF CORPORATE  GOVERNANCE,  WHICH SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE  JURISDICTION OF  INCORPORATION OR ORGANIZATION OF THE
SUBJECT PERSON.




        
4.6        To facilitate  reference to the provisions of the Credit  Agreement,
 as amended by this Amendment  No. 1, each Lender  executing  this  Amendment  No. 1 hereby  authorizes  Administrative  Agent,  on its
behalf, to enter into an amendment and restatement of the Credit Agreement,  at the Administrative  Agent's option,
as amended by this Amendment No. 1; provided that any such amendment and  restatement  shall be distributed to each
Lender.


        
4.7        This Amendment No. 1 may be executed in any number of  counterparts,  each of which when
so executed and delivered  shall be deemed an original,  but all such  counterparts  together shall  constitute but
one and the same  instrument.  As set forth herein,  this Amendment No. 1 shall become effective upon the execution
of a  counterpart  hereof  by each of the  Borrower,  each  other  Credit  Party,  the  Administrative  Agent,  the
Syndication Agent and Requisite Lenders and receipt by Borrower and  Administrative  Agent of written or telephonic
notification of such execution and authorization of delivery thereof.


        
4.8        The Lenders  executing this Amendment No. 1 hereby  acknowledge  that they are not aware
of the existence of any Default or Event of Default as of the Amendment No. 1 Effective Date.


[The remainder of this page is intentionally left blank.]





        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above. 



	 	

GABRIEL COMMUNICATIONS FINANCE COMPANY,
as Borrower



	 	By:	 

	 	 	Name:
Title:
	 	

NUVOX, INC.

(formerly known as GABRIEL COMMUNICATIONS, INC.),
as Parent



	 	By:	 

	 	 	Name:
Title:
	 	

GABRIEL COMMUNICATIONS PROPERTIES, INC.,
as Holding Company



	 	By:	 

	 	 	Name:
Title:
	 	

NUVOX COMMUNICATIONS OF ARKANSAS, INC.



	 	By:	 

	 	 	Name:
Title:







S-1



	 	

NUVOX COMMUNICATIONS OF ILLINOIS, INC.



	 	By:	 

	 	 	Name:
Title:
	 	

NUVOX COMMUNICATIONS OF INDIANA, INC.



	 	By:	 

	 	 	Name:
Title:
	 	

NUVOX COMMUNICATIONS OF KANSAS, INC.



	 	By:	 

	 	 	Name:
Title:
	 	

NUVOX COMMUNICATIONS OF MISSOURI, INC.



	 	By:	 

	 	 	Name:
Title:
	 	

NUVOX COMMUNICATIONS OF OHIO, INC.



	 	By:	 

	 	 	Name:
Title:








S-2


	 	

NUVOX COMMUNICATIONS OF OKLAHOMA, INC.



	 	By:	 

	 	 	Name:
Title:
	 	

NUVOX COMMUNICATIONS OF TENNESSEE, INC.



	 	By:	 

	 	 	Name:
Title:
	 	

NUVOX COMMUNICATIONS OF TEXAS, INC.



	 	By:	 

	 	 	Name:
Title:
	 	

TRIVERGENT CORPORATION



	 	By:	 

	 	 	Name:
Title:
	 	

CAROLINA ONLINE, INC.



	 	By:	 

	 	 	Name:
Title:








S-3



	 	

INTERNET/MCR CORPORATION



	 	By:	 

	 	 	Name:
Title:
	 	

ISAAC ACQUISITION CORP.



	 	By:	 

	 	 	Name:
Title:
	 	

TELECO ACQUISITION CORP.



	 	By:	 

	 	 	Name:
Title:
	 	

NUVOX COMMUNICATIONS, INC.



	 	By:	 

	 	 	Name:
Title:
	 	

TRIVERGENT LEASING, LLC
Manager: TriVergent Communications, Inc.



	 	By:	 

	 	 	Name:
Title:








S-4


	 	

TRIVERGENT LEASING SOUTH, LLC
Manager: TriVergent Communications South, Inc.



	 	By:	 

	 	 	Name:
Title:
	 	

AMTEL ACQUISITION CORP.



	 	By:	 

	 	 	Name:
Title:
	 	

CCN ACQUISITION CORP.



	 	By:	 

	 	 	Name:
Title:
	 	

SHARED TELECOM SERVICES, INC.



	 	By:	 

	 	 	Name:
Title:








S-5


	 	

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Sole Lead Arranger, Syndication Agent, Sole Book Runner and a Lender



	 	By:	 

	 	 	Authorized Signatory








S-6

	 	

FIRST UNION NATIONAL BANK,
as Administrative Agent, Issuing Bank and a Lender



	 	By:	 

	 	 	Name:
Title:








S-7

	 	

BARCLAYS BANK PLC,
as Documentation Agent and a Lender



	 	By:	 

	 	 	Name:
Title:








S-8


	 	

CIT LENDING SERVICES CORPORATION,
as Co-Documentation Agent and a Lender



	 	By:	 

	 	 	Name:
Title:








S-9

	 	

NORTEL NETWORKS INC.,
as a Lender



	 	By:	 

	 	 	Name:
Title:








S-10

	 	

CIBC INC.,
as a Lender



	 	By:	 

	 	 	Name:
Title:








S-11

	 	

GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender



	 	By:	 

	 	 	Name:
Title:








S-12




ANNEX I



Schedule 6.6(a) - Stage 1 Minimum Adjusted Revenues



	Fiscal Quarter Ending	Minimum Adjusted Revenues
($)
	 September 30, 2001	15,200,000 
	December 31, 2001	 19,600,000
	 March 31, 2002	 25,700,000
	 June 30, 2002	31,400,000 
	September 30, 2002	37,700,000
	December 31, 2002 	44,400,000 
	March 31, 2003	51,800,000
	June 30, 2003 	59,000,000









Schedule 6.6(b) - Stage 1 Minimum Access Lines



	Fiscal Quarter Ending	Minimum Access Lines
	 September 30, 2001	107,000 
	December 31, 2001	132,000
	 March 31, 2002	 162,000
	 June 30, 2002	196,000 
	September 30, 2002	233,000
	December 31, 2002 	272,000 
	March 31, 2003	313,000
	June 30, 2003 	356,000








A-1



Schedule 6.6(c) - Stage 1 Minimum EBITDA/Maximum EBITDA Loss



	Fiscal Quarter Ending	Maximum EBITDA Loss/
Minimum EBITDA
($)
	 September 30, 2001	(21,500,000) 
	December 31, 2001	 (18,500,000)
	 March 31, 2002	(14,100,000)
	 June 30, 2002	(9,800,000) 
	September 30, 2002	(5,300,000)
	December 31, 2002 	100,000 
	March 31, 2003	8,900,000
	June 30, 2003 	13,000,000








Schedule 6.6(e) - Maximum Borrower Capital Expenditures



	Fiscal Year Ended	Maximum Borrower Capital
Expenditures
($)
	December 31, 2001	55,000,000 
	December 31, 2002	56,000,000
	 December 31, 2003	58,000,000









A-2



ANNEX II





Schedule 6.6(h) - New Stage 1 Financial Covenant





	Fiscal Quarter Ending	 Gross Profit ($)
	 September 30, 2001	3,500,000
	December 31, 2001	5,800,000
	 March 31, 2002	11,500,000
	 June 30, 2002	14,900,000 
	September 30, 2002	18,800,000
	December 31, 2002 	23,200,000
	March 31, 2003	30,400,000
	June 30, 2003 	34,400,000














A-3



ANNEX III





Schedule 6.6(i) - Stage 1 Minimum Available Cash Covenant





	Fiscal Quarter Ending	Minimum Available Cash
($)
	 September 30, 2001	125,000,000
	December 31, 2001	95,000,000
	 March 31, 2002	67,000,000
	 June 30, 2002	43,500,000 
	September 30, 2002	23,500,000
	December 31, 2002 	7,000,000
	March 31, 2003	5,000,000
	June 30, 2003 	5,000,000