<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

================================================================================
                                               Published CUSIP Number: 92025LAR2

                      AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of February 14, 2005,

                                      among

                   VALOR TELECOMMUNICATIONS ENTERPRISES, LLC,
                                  as Borrower,

                        VALOR COMMUNICATIONS GROUP, INC.,
                                       and
                      CERTAIN OF ITS DOMESTIC SUBSIDIARIES,
                                 as Guarantors,

                             BANK OF AMERICA, N.A.,
           as Administrative Agent, Swing Line Lender and L/C Issuer,

                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
                                       and
              MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                             as Syndication Agents,

                            CIBC WORLD MARKETS CORP.
                                       and
                              WACHOVIA BANK, N.A.,
                            as Documentation Agents,

                                       and

                            THE LENDERS PARTY HERETO

         ============================================================

                         BANC OF AMERICA SECURITIES LLC
                                       and
                          J. P. MORGAN SECURITIES INC.,
                      as Sole and Exclusive Lead Arrangers,

                                       and

                         BANC OF AMERICA SECURITIES LLC,
                           J.P. MORGAN SECURITIES INC.
                                       and
              MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                       as Sole and Exclusive Book Managers

         ============================================================

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         PAGE
<S>                                                                                      <C>
ARTICLE I             DEFINITIONS AND ACCOUNTING TERMS.................................    1
         Section 1.01          Defined Terms...........................................    1
         Section 1.02          Other Interpretive Provisions...........................   45
         Section 1.03          Accounting Terms........................................   46
         Section 1.04          Rounding................................................   47
         Section 1.05          Times of Day............................................   47
         Section 1.06          Letter of Credit Amounts................................   47
ARTICLE II            COMMITMENTS AND CREDIT EXTENSIONS................................   47
         Section 2.01          Term Loans and Revolving Loans..........................   47
         Section 2.02          Borrowings, Conversions and Continuations of Loans......   49
         Section 2.03          Letters of Credit.......................................   51
         Section 2.04          Swing Line Loans........................................   60
         Section 2.05          Prepayments.............................................   63
         Section 2.06          Termination or Reduction of Commitments.................   67
         Section 2.07          Repayment of Loans......................................   68
         Section 2.08          Interest................................................   68
         Section 2.09          Fees....................................................   69
         Section 2.10          Computation of Interest and Fees........................   70
         Section 2.11          Evidence of Debt........................................   70
         Section 2.12          Payments Generally......................................   71
         Section 2.13          Sharing of Payments by Lenders..........................   72
         Section 2.14          Existing Senior Credit Agreement........................   73
ARTICLE III           TAXES, YIELD PROTECTION AND ILLEGALITY...........................   74
         Section 3.01          Taxes...................................................   74
         Section 3.02          Illegality..............................................   77
         Section 3.03          Inability to Determine Rates............................   77
         Section 3.04          Increased Costs.........................................   78
         Section 3.05          Funding Losses..........................................   79
         Section 3.06          Mitigation Obligations; Replacement of Lenders..........   80
         Section 3.07          Matters Applicable to all Requests for Compensation.....   80
         Section 3.08          Survival................................................   80
</TABLE>

                                       -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                         PAGE
<S>                                                                                      <C>
ARTICLE IV            CONDITIONS PRECEDENT TO CREDIT EXTENSIONS........................   80
         Section 4.01          Conditions of Initial Credit Extension..................   80
         Section 4.02          Conditions to all Credit Extensions.....................   85
ARTICLE V             REPRESENTATIONS AND WARRANTIES...................................   85
         Section 5.01          Existence, Qualification and Power......................   85
         Section 5.02          Authorization; No Contravention.........................   86
         Section 5.03          Governmental Authorization; Other Consents..............   86
         Section 5.04          Binding Effect..........................................   86
         Section 5.05          Financial Statements; No Material Adverse Effect........   87
         Section 5.06          Litigation..............................................   88
         Section 5.07          No Default..............................................   88
         Section 5.08          Subsidiaries and Equity Investments.....................   88
         Section 5.09          Ownership...............................................   89
         Section 5.10          Ownership of Personal Property; Liens...................   89
         Section 5.11          Intellectual Property; Licenses, Etc....................   89
         Section 5.12          Real Estate, Leases.....................................   89
         Section 5.13          Environmental Matters...................................   90
         Section 5.14          Security Documents......................................   91
         Section 5.15          Insurance...............................................   92
         Section 5.16          Transactions with Affiliates............................   92
         Section 5.17          Taxes...................................................   92
         Section 5.18          ERISA Compliance........................................   92
         Section 5.19          Purpose of Loans and Letters of Credit..................   93
         Section 5.20          Margin Regulations; Investment Company Act; Public
                               Utility Holding Company Act.............................   93
         Section 5.21          Disclosure..............................................   94
         Section 5.22          Compliance with Laws....................................   94
         Section 5.23          Labor Matters...........................................   94
         Section 5.24          Solvency................................................   95
         Section 5.25          Nature of Business......................................   95
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                     PAGE
<S>                                                                                                  <C>
         Section 5.26          Independent Credit Analysis.........................................    95
ARTICLE VI            AFFIRMATIVE COVENANTS........................................................    95
         Section 6.01          Financial Statements................................................    96
         Section 6.02          Certificates; Other Information.....................................    97
         Section 6.03          Notices.............................................................   101
         Section 6.04          Payment of Obligations..............................................   102
         Section 6.05          Preservation of Existence, Etc......................................   102
         Section 6.06          Maintenance of Properties...........................................   103
         Section 6.07          Maintenance of Insurance; Certain Proceeds..........................   103
         Section 6.08          Compliance with Laws, Contractual Obligations.......................   105
         Section 6.09          Books and Records...................................................   105
         Section 6.10          Inspection Rights...................................................   105
         Section 6.11          Further Assurances with Respect to Additional Subsidiaries..........   105
         Section 6.12          Further Assurances with Respect to Additional Collateral............   106
         Section 6.13          Use of Proceeds.....................................................   107
         Section 6.14          Interest Rate Protection............................................   107
         Section 6.15          Environmental.......................................................   107
         Section 6.16          RTFC Eligibility....................................................   108
         Section 6.17          Further Assurances with Respect to Post-Closing Date Deliveries.....   108
ARTICLE VII           NEGATIVE COVENANTS...........................................................   109
         Section 7.01          Liens...............................................................   109
         Section 7.02          Investments.........................................................   110
         Section 7.03          Indebtedness........................................................   112
         Section 7.04          Fundamental Changes and Acquisitions................................   113
         Section 7.05          Dispositions........................................................   114
         Section 7.06          Restricted Payments.................................................   114
         Section 7.07          Amendment, Etc. of Material Documents and Payments in Respect
                               of Indebtedness.....................................................   116
</TABLE>

                                     -iii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                       <C>
         Section 7.08          Change in Nature of Business.............................   118
         Section 7.09          Transactions with Affiliates.............................   118
         Section 7.10          Limitations on Restricted Actions........................   118
         Section 7.11          Sale-Leasebacks; Off-Balance Sheet Obligation............   119
         Section 7.12          Use of Proceeds..........................................   119
         Section 7.13          Ownership of Subsidiaries and Other Restrictions.........   119
         Section 7.14          Unrestricted Subsidiaries................................   120
         Section 7.15          Fiscal Year..............................................   121
         Section 7.16          Partnerships, etc........................................   121
         Section 7.17          Sales of Receivables.....................................   121
         Section 7.18          Financial Covenants......................................   121
ARTICLE VIII          EVENTS OF DEFAULT AND REMEDIES....................................   122
         Section 8.01          Events of Default........................................   122
         Section 8.02          Remedies Upon Event of Default...........................   125
         Section 8.03          Application of Funds.....................................   125
ARTICLE IX            GUARANTY..........................................................   127
         Section 9.01          Guaranty; Limitation of Liability........................   127
         Section 9.02          Guaranty Absolute........................................   128
         Section 9.03          Waivers and Acknowledgments..............................   129
         Section 9.04          Subordination............................................   130
         Section 9.05          Continuing Guaranty......................................   132
ARTICLE X             ADMINISTRATIVE AGENT..............................................   132
         Section 10.01         Appointment and Authorization of Administrative Agent....   132
         Section 10.02         Rights as a Lender.......................................   132
         Section 10.03         Exculpatory Provisions...................................   133
         Section 10.04         Reliance by Administrative Agent.........................   133
         Section 10.05         Delegation of Duties.....................................   134
         Section 10.06         Resignation of Administrative Agent......................   134
</TABLE>

                                      -iv-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                       <C>
         Section 10.07         Non-Reliance on Administrative Agent and Other Lenders...   135
         Section 10.08         No Other Duties, Etc.....................................   135
         Section 10.09         Administrative Agent May File Proofs of Claim............   135
         Section 10.10         Collateral and Guaranty Matters..........................   136
ARTICLE XI            MISCELLANEOUS.....................................................   137
         Section 11.01         Amendments, Etc..........................................   137
         Section 11.02         Notices; Effectiveness; Electronic Communication.........   139
         Section 11.03         No Waiver; Cumulative Remedies...........................   141
         Section 11.04         Expenses; Indemnity; Damage Waiver.......................   142
         Section 11.05         Payments Set Aside.......................................   144
         Section 11.06         Successors and Assigns...................................   144
         Section 11.07         Treatment of Certain Information; Confidentiality........   150
         Section 11.08         Right of Setoff..........................................   150
         Section 11.09         Interest Rate Limitation.................................   151
         Section 11.10         Counterparts; Integration; Effectiveness.................   151
         Section 11.11         Survival of Representations and Warranties...............   152
         Section 11.12         Severability.............................................   152
         Section 11.13         Replacement of Lenders...................................   152
         Section 11.14         Governing Law; Jurisdiction; Etc.........................   153
         Section 11.15         Waiver of Jury Trial.....................................   154
         Section 11.16         Entire Agreement.........................................   154
         Section 11.17         USA Patriot Act Notice...................................   154
         Section 11.18         Loan Parties' Representative.............................   154
         Section 11.19         Conflicts with Mortgages.................................   155
</TABLE>

                                      -v-
<PAGE>

<TABLE>
<S>           <C>
SCHEDULES
   1.01       Consolidated Adjusted EBITDA; Consolidated Interest Charges
   2.01       Commitments and Applicable Percentages
   5.03       Approvals and Consents
   5.06       Litigation
   5.08       Subsidiaries and Other Equity Investments
   5.09       Ownership of Holdings
   5.12       Existing Mortgages; Real Property
   5.13       Environmental Matters
   5.15       Insurance
   5.16       Transactions with Affiliates
   5.23       Labor Matters
   7.01       Existing Liens
   11.02      Administrative Agent's Office, Certain Addresses for Notices
</TABLE>

<TABLE>
<S>           <C>
EXHIBITS
   FORM OF
   A          Loan Notice
   B          Swing Line Loan Notice
   C-1-B      Term Note (Tranche B Term Loans)
   C-1-C      Term Note (Tranche C Term Loans)
   C-1-D      Term Note (Tranche D Term Loans)
   C-2-R      Revolving Note (Revolving Loans)
   C-2-S      Revolving Note (Swing Line Loans)
   D          Compliance Certificate
   E          Assignment and Assumption
   F          Joinder Agreement
   G          Opinion Matters
   H          Pledge and Security Agreement
   I          Mortgage
</TABLE>

                                      -vi-
<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

      This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February
14, 2005 (this "Agreement"), among (a) VALOR TELECOMMUNICATIONS ENTERPRISES,
LLC, a Delaware limited liability company (the "Borrower"), (b) VALOR
COMMUNICATIONS GROUP, INC., a Delaware corporation ("Holdings"), and each
Domestic Subsidiary (such term and the other capitalized terms used herein shall
have the meanings assigned thereto in Section 1.01 of this Agreement) of
Holdings identified on the signature pages of this Agreement as a "Guarantor"
and each other wholly owned Domestic Subsidiary of Holdings that hereafter
becomes a party to this Agreement pursuant to Section 6.11 or Section
7.04(a)(ii), (c) each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"), (d) BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, (e) JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, and MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Syndication Agents, (f) CIBC WORLD MARKETS CORP. and WACHOVIA BANK, N.A., as
Documentation Agents, (g) BANC OF AMERICA SECURITIES LLC and J. P. MORGAN
SECURITIES INC., as Sole and Exclusive Lead Arrangers and (h) BANC OF AMERICA
SECURITIES LLC, J.P. MORGAN SECURITIES INC. and MERRILL, LYNCH, PIERCE, FENNER &
SMITH INCORPORATED, as Sole and Exclusive Book Managers.

                                    RECITALS

      WHEREAS, the Borrower is engaged in a business which is related to the
business of each Guarantor; and each Guarantor will derive substantial direct
and indirect benefit from the Credit Extensions by the Lenders and the L/C
Issuer to or for the benefit of the Borrower hereunder, and each Guarantor is
willing to guaranty the Obligations of the Borrower under this Agreement as
hereinafter provided in order to obtain such benefits; and

      WHEREAS, the Borrower and the Guarantors have requested that the Lenders
amend and restate the Existing Senior Credit Agreement in its entirety as
provided in this Agreement concurrently with the closing of the Transaction;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto covenant and agree as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.01 DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:

      "Account Control Agreements" means, collectively, the Account Control
Agreements each substantially in the form of Exhibits C-1 and C-2, as
applicable, to the Pledge and Security Agreement.

      "Acquisition" by any Person, means the purchase or acquisition in a single
transaction or a series of transactions by such Person individually or, together
with its Affiliates, of (a) any Equity Interests of another Person which are
sufficient to permit such Person and its Affiliates to

<PAGE>

Control such other Person or (b) all or any substantial portion of the Property
(including, without limitation, all or a substantial portion of the Property
comprising a division, unit or line of business) of another Person, whether or
not involving a merger or consolidation with such other Person. "Acquire" has a
meaning correlative thereto.

      "Acquisition Agreement" means for any Acquisition the stock purchase
agreement, asset purchase agreement, merger agreement or other definitive
agreement for such Acquisition.

      "Acquisition Documents" means, for any Acquisition, the Acquisition
Agreement, including all exhibits and schedules thereto, and all other
agreements, documents and instruments relating to such Acquisition.

      "Additional Intermediate Holding Company" means each of (a) DCS Holding
Co., a Delaware corporation, (b) ECS Holding Co., a Delaware corporation, (c)
KCS Holding Co., a Delaware corporation, (d) SCD Sharing Partnership, L.P., a
Delaware limited partnership, and (e) SCE Sharing Partnership, L.P., a Delaware
limited partnership.

      "Administrative Agent" means Bank of America, in its capacity as
administrative agent and collateral agent, as applicable, under any of the Loan
Documents, or any successor administrative agent and collateral agent, as
provided in Section 10.06. The Administrative Agent is the successor to the
administrative agent and collateral agent under each Initial Credit Agreement
and to the senior administrative agent under the Existing Senior Credit
Agreement.

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 11.02, or such other
address or account as to which the Administrative Agent may from time to time
notify the Loan Party Representative and the Lenders.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.

      "Agents" means, collectively, the Administrative Agent, the Syndication
Agents, the Documentation Agents and the Arrangers.

      "Agreement" has the meaning specified in the introductory paragraph
hereto.

      "Applicable Facility Percentage" means, with respect to any Facility at
any time, the percentage (carried out to the ninth decimal place) of the Total
Outstandings (assuming, for these purposes that all undrawn Revolving
Commitments which have not been terminated pursuant to Section 8.02 are fully
drawn) represented by the Total Outstanding Amount of such Facility (assuming,
for these purposes that all undrawn Revolving Commitments which have not been
terminated pursuant to Section 8.02 are fully drawn).

                                       2
<PAGE>

      "Applicable Percentage" means (a) with respect to any Lender under any
Tranche of the Term Facility at any time, the percentage (carried out to the
ninth decimal place) of the Total Outstanding Amount under such Tranche
represented by the Outstanding Amount of such Term Lender's Loans under such
Tranche at such time and (b) with respect to any Revolving Lender at any time,
the percentage (carried out to the ninth decimal place) of the Revolving
Commitments of all Revolving Lenders represented by such Revolving Lender's
Commitment at such time. If the commitment of each Revolving Lender to make
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Section 8.02 or if the Revolving Commitments have
expired, then the Applicable Percentage of each Revolving Lender shall be
determined based on the Applicable Percentage of such Revolving Lender most
recently in effect, giving effect to any subsequent assignments. The initial
Applicable Percentage of each Lender under each Facility is set forth opposite
the name of such Lender on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.

      "Applicable Rate" means in respect of Eurodollar Rate Loans, Base Rate
Loans (including Swing Line Loans), and the Letter of Credit Fee, from time to
time, the following percentages per annum, based upon the Consolidated Total
Leverage Ratio as set forth in the most recent Compliance Certificate received
by the Administrative Agent pursuant to Section 6.02(b):

                                 APPLICABLE RATE

<TABLE>
<CAPTION>
        EURODOLLAR RATE LOANS, BASE RATE LOANS AND LETTER OF CREDIT FEE
----------------------------------------------------------------------------
             Consolidated            Eurodollar
                 Total                  Rate                    Base Rate
Pricing       Leverage           Loans and Letter of         Loans and Swing
 Level         Ratio                 Credit Fee                 Line Loans
-------      ------------        -------------------         ---------------
<S>          <C>                 <C>                         <C>
   I         > or = 3.5:1               2.00%                     1.00%
  II              < 3.5:1               1.75%                     0.75%
</TABLE>

      The Applicable Rate for Eurodollar Rate Loans, Base Rate Loans (including
Swing Line Loans) and the Letter of Credit Fee in effect during the period from
the Closing Date until the initial quarterly Compliance Certificate is delivered
pursuant to Section 6.02(b) shall be determined based upon the Consolidated
Total Leverage Ratio as set forth in the Compliance Certificate delivered on the
Closing Date pursuant to Section 4.01(a)(xvi). Any increase or decrease in the
Applicable Rate for such Loans and the Letter of Credit Fee resulting from a
change in the Consolidated Total Leverage Ratio shall become effective as of the
first Business Day immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.02(b); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section 6.02(b),
then Pricing Level I will be applicable until the date two Business Days after
the appropriate Compliance Certificate is delivered, whereupon the

                                       3
<PAGE>

Applicable Rate shall be adjusted based on the information contained in the
Compliance Certificate.

      The Applicable Rate for Eurodollar Rate Loans, Base Rate Loans, Swing Line
Loans and the Letters of Credit Fee shall be increased by 2.0% during certain
periods as provided in Section 2.08(b).

      "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

      "Arrangers" means, collectively, Banc of America Securities and J.P.
Morgan Securities Inc., in their capacities as joint lead arrangers, and Banc of
America Securities, J.P. Morgan Securities Inc. and Merrill, Lynch, Pierce,
Fenner & Smith Incorporated, in their capacities as joint book managers.

      "Assignee Group" means two or more Eligible Assignees that are Affiliates
of one another or two or more Approved Funds managed by the same investment
advisor.

      "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 11.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit E, or any other form approved by the
Administrative Agent.

      "Assignment Fee" means a processing and recordation fee charged by the
Administrative Agent in the amount of $2,500 for each assignment to an Eligible
Assignee pursuant to Section 11.06(b); provided, however, that in the event of
two or more concurrent assignments to members of the same Assignee Group (which
may be effected by a suballocation of an assigned amount among members of such
Assignee Group) or two or more concurrent assignments by members of the same
Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and
members of its Assignee Group), the Assignment Fee will be the sum of (a) $2,500
plus (b) the following amount: (i) -0-, for the first four assignments or
suballocations to members of an Assignee Group (or from members of an Assignee
Group, as applicable), and (ii) $500, for each additional assignment or
suballocation to a member of such Assignee Group (or from a member of such
Assignee Group, as applicable).

      "Attributable Indebtedness" means, on any date, (a) in respect of any
Capitalized Lease of any Person, the capitalized amount thereof that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP, and (b) in respect of any Off-Balance Sheet Obligation of any Person,
(i) in the case of an Off-Balance Sheet Obligation in an asset securitization
transaction of the type described under clause (a) of the definition thereof,
the unrecovered investment of such Person in transferred assets as to which such
Person has or may have recourse obligations or (ii) in the case of an
Off-Balance Sheet Obligation in an off-balance sheet lease or similar type
transaction described under clauses (b) or (c) of the definition thereof, the
capitalized amount of the remaining lease or similar type payments under the
relevant lease or similar agreement that would appear on a balance sheet of such
Person prepared as of such

                                       4
<PAGE>

date in accordance with GAAP if such lease or similar agreement were accounted
for as a Capitalized Lease.

      "Audited Financial Statements" means (a) the audited consolidated balance
sheets of VTC and its Subsidiaries for the fiscal years ended 2002 and 2003, and
the related consolidated statements of income or operations, shareholders'
equity and cash flows for each such fiscal year of Holdings and its
Subsidiaries, including the notes thereto, (b) the audited consolidated balance
sheets of Southwest and its Subsidiaries for the fiscal years ended 2001, 2002
and 2003, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for each such fiscal year of Southwest and
its Subsidiaries, including the notes thereto, and (c) the audited consolidated
balance sheets of Southwest II and its Subsidiaries for the fiscal years ended
2002 and 2003, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for each fiscal year of Southwest II and its
Subsidiaries, including the notes thereto.

      "Availability Period" means, with respect to the Revolving Loans, the
period from and including the Closing Date to the earliest of (a) the Maturity
Date, (b) the date of termination of the Revolving Commitments pursuant to
Section 2.06(a), and (c) the date of termination of the Revolving Commitment of
each Revolving Lender to make Revolving Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.02.

      "Available Cash" means on any date of determination an amount (which may
be a negative amount) equal to the sum of the following in respect of the
Consolidated Parties on a consolidated basis for the period commencing on the
first day of the first fiscal quarter of Holdings commencing after the Closing
Date and ending on the last day of the fiscal quarter of Holdings then most
recently ended and for which quarter a Compliance Certificate has been delivered
to the Administrative Agent pursuant to Section 6.02(b) (and which the
Administrative Agent shall have had an opportunity to review for not less than 5
Business Days):

            (a)   Consolidated Adjusted EBITDA for such period; plus

            (b)   to the extent excluded in calculating Consolidated Adjusted
EBITDA for such period, the sum of interest income and dividend income actually
paid to the Consolidated Parties in cash during such period; minus

            (c)   the sum of the following:

                  (i) Consolidated Interest Charges for such period, other than
      any such Consolidated Interest Charges which are in respect of
      amortization of deferred transactions costs or other non-cash interest
      expense;

                  (ii) all scheduled payments and other mandatory repayments and
      mandatory prepayments of Indebtedness, including any mandatory prepayments
      of Loans hereunder (other than Swing Line Loans and any Tranche D Term
      Loans), made or required to be made during such period;

                  (iii) all Consolidated Capital Expenditures made during such
      period, other than (A) any such Consolidated Capital Expenditures made
      during such period

                                        5
<PAGE>

      which have been financed with Available Equity Proceeds and in respect of
      which the Administrative Agent has received a Compliance Certificate
      pursuant to Section 6.02(b) confirming that such Consolidated Capital
      Expenditures have been so financed and (B) to the extent that such
      Consolidated Capital Expenditures for the four consecutive fiscal quarter
      period then most recently ended exceed $55,000,000 (after giving effect to
      any exclusion as provided in clause (iii)(A) above), the amount of such
      excess Consolidated Capital Expenditures which are financed with either
      (1) Reinvestment Funds or (2) the proceeds of a Debt Issuance (other than
      proceeds of Loans under the Revolving Facility), as to which the
      Administrative Agent has received a Compliance Certificate pursuant to
      Section 6.02(b) confirming the amount and date of such Reinvestment Funds
      or Debt Issuance, as the case may be, and the application of the proceeds
      thereof to finance such excess Consolidated Capital Expenditures;

                  (iv) all Taxes of the Consolidated Parties paid in cash during
      such period; and

                  (v) any transaction costs related to Permitted Acquisitions,
      other transaction costs, and other extraordinary, nonrecurring or unusual
      costs or losses, in each case, which have been added back to Consolidated
      Adjusted Net Income in calculating Consolidated Adjusted EBITDA for such
      period and which have been paid in cash;

provided, however, that amounts shall be included in this clause (c) for any
period only to the extent not duplicative of any cost or expense which is
reflected in Consolidated Adjusted Net Income for such period and which has not
been added back to Consolidated Adjusted Net Income in calculating Consolidated
Adjusted EBITDA for such period.

      "Available Distributable Cash" means, on any date of determination, an
amount (which may be a negative amount) equal to the sum of (a) the amounts
scheduled to be paid by Holdings as a dividend (in accordance with the dividend
policy of Holdings in effect on the Closing Date) on any quarterly date prior to
the date the Administrative Agent is scheduled to receive a Compliance
Certificate pursuant to Section 6.02(b) in respect of the first fiscal quarter
of Holdings commencing after the Closing Date, plus (b) the sum of the following
amounts in respect of the Consolidated Parties on a consolidated basis for the
period commencing on the Closing Date and ending on such date of determination:

                  (i)   Available Cash as of such date of determination; minus

                  (ii)  the sum of the following during any such period
      commencing on the Closing Date, without duplication:

                        (A) all Restricted Payments made by the Consolidated
            Parties, other than any such Restricted Payments which are (1) made
            to a Consolidated Party, (2) paid from Available Equity Proceeds
            (and the Administrative Agent has received a Compliance Certificate
            pursuant to Section 6.02(b) confirming the application of Available
            Equity Proceeds to fund such Restricted Payments) or (3) made as a
            part of the Transaction;

                                       6
<PAGE>

                        (B) all Investments made by the Consolidated Parties,
            other than any such Investments which are (1) Investments in a
            Permitted Acquisition, but only to the extent funded with the
            proceeds of Permitted Additional Debt, (2) Investments in connection
            with a Permitted Asset Exchange, but only to the extent the
            consideration paid by the Consolidated Parties is assets or
            properties (other than cash) or cash consideration funded with the
            proceeds of Permitted Additional Debt, (3) except for any Investment
            in a new Consolidated Party in connection with a Permitted
            Acquisition or a Permitted Asset Exchange, any other Investments in
            any domestic Consolidated Party, (4) funded from Available Equity
            Proceeds or (5) permitted pursuant to Section 7.02(a), (c), (e), (g)
            or (h); and

                        (C) all payments made by the Consolidated Parties to
            prepay, redeem, defease or acquire for value prior to stated
            maturity, refund, refinance or exchange any Indebtedness (other than
            Loans hereunder) or make any other voluntary payment of such
            Indebtedness (without duplication of any scheduled payment or
            mandatory prepayment of such Indebtedness described under clause
            (c)(ii) of the definition for the term "Available Cash") other than
            any such payments (1) funded from Available Equity Proceeds or (2)
            funded from the proceeds of Permitted Additional Debt.

      "Available Equity Proceeds" means on any date of determination an amount
equal to the sum of the following cumulative amounts for the period commencing
on the Closing Date and ending on such date of determination:

            (a) the aggregate amount of all Net Cash Proceeds received by
Holdings from Equity Issuances after the Closing Date and as to which the
Administrative Agent has received a Compliance Certificate pursuant to Section
6.02(b) confirming the date of each such Equity Issuance and the amount of such
Net Cash Proceeds, which have been contributed by Holdings to the Consolidated
Borrower Parties; minus

            (b) the aggregate amount of such cumulative Net Cash Proceeds which
have been applied on any date prior to such date of determination to fund any of
the following payments, without duplication:

                  (i) payment of all or a portion of the aggregate consideration
      payable by the Consolidated Borrower Parties in connection with a
      Permitted Acquisition;

                  (ii) payments to fund Consolidated Capital Expenditures by the
      Consolidated Parties;

                  (iii) any other Investments made by the Consolidated Parties
      (other than (A) Investments in any Consolidated Borrower Party (or
      Investments in any other Consolidated Party to the extent made to fund
      directly or indirectly through another Consolidated Party such an
      Investment in a Consolidated Borrower Party), including, without
      limitation, in any Consolidated Borrower Party organized to make, or
      acquired

                                       7
<PAGE>

      in, a Permitted Acquisition and (B) Investments permitted pursuant to
      Section 7.02(a), (c), (e), (g), or (h));

                  (iv) other Restricted Payments made by the Consolidated
      Borrower Parties (other than Restricted Payments to any Consolidated
      Borrower Party); provided, however, that any such Restricted Payment by a
      Consolidated Borrower Party to any other person (other than another
      Consolidated Party) which is made with the proceeds of a substantially
      contemporaneous Restricted Payment from another Consolidated Party shall
      be deemed to be a single Restricted Payment for these purposes; and

                  (v) any payments made by the Consolidated Parties to prepay,
      redeem, defease or acquire for value prior to stated maturity, refund,
      refinance or exchange any Indebtedness (other than Loans hereunder) or
      make any other voluntary payment of such Indebtedness (without duplication
      of any scheduled payment or mandatory prepayment of such Indebtedness
      described under clause (c)(ii) of the definition of "Available Cash")
      other than any such payments (1) funded from Available Distributable Cash
      or (2) funded from the proceeds of Permitted Additional Debt.

      "Banc of America Securities" means Banc of America Securities LLC and its
successors.

      "Bank of America" means Bank of America, N.A. and its successors.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

      "Base Rate Loan" means a Revolving Loan or a Tranche B Term Loan that
bears interest based on the Base Rate.

      "Borrower" has the meaning specified in the introductory paragraph hereto.

      "Borrower's Account" means the account of the Borrower with Bank of
America at its office at 901 Main Street, 14th Floor, Dallas, TX 75202, ABA No.
111000012, or such other account of the Borrower as is agreed from time to time
in writing between the Borrower or the Loan Party Representative and the
Administrative Agent.

      "Borrowing" means a Revolving Borrowing, a Swing Line Borrowing, a Tranche
B Term Borrowing, a Tranche C Term Borrowing or a Tranche D Term Borrowing, as
the context may require.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office is located and, if
such day relates to any Eurodollar

                                       8
<PAGE>

Rate Loan, means any such day on which dealings in Dollar deposits are conducted
by and between banks in the London interbank eurodollar market.

      "Businesses" has the meaning specified in Section 5.13(a).

      "Capital Assets" means, with respect to any Person, all equipment, fixed
assets and real property or improvements of such Person, or replacements or
substitutions therefor or additions thereto, that, in accordance with GAAP, have
been or should be reflected as additions to property, plant or equipment on the
balance sheet of such Person or that have a useful life of more than one year.

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

      "Cash Collateralize" has the meaning specified in Section 2.03(g).

      "Cash Equivalents" means:

            (a) securities issued or directly and fully guaranteed or insured by
the United States of America or any agency or instrumentality thereof (provided
that the full faith and credit of the United States of America is pledged in
support thereof) having maturities of not more than twelve (12) months from the
date of acquisition;

            (b) marketable obligations issued by any State of the United States
of America or any local government or other political subdivision thereof rated
(at the time of acquisition of such security) at least "AA" by S&P, or the
equivalent thereof by Moody's having maturities of not more than one year from
the date of acquisition;

            (c) time deposits (including eurodollar time deposits), certificates
of deposit (including eurodollar certificates of deposit) and bankers'
acceptances of (i) any Lender or any Affiliate of any Lender, (ii) any
commercial bank of recognized standing either organized under the laws of the
United States (or any State or territory thereof) having capital and surplus in
excess of $500,000,000 or (iii) any bank whose short-term commercial paper
rating (at the time of acquisition of such security) by S&P is at least "A-1" or
the equivalent thereof (any such bank, an "Approved Bank"), in each case with
maturities of not more than one year from the date of acquisition;

            (d) commercial paper and variable or fixed rate notes issued by any
Lender or Approved Bank or by the parent company of any Lender or Approved Bank
and commercial paper and variable rate notes issued by, or guaranteed by, any
industrial or financial company with a short-term commercial paper rating (at
the time of acquisition of such security) of at least "A-2" or the equivalent
thereof by S&P or at least "P-2" or the equivalent thereof by Moody's, or
guaranteed by any industrial company with a long-term unsecured debt rating (at
the time of at least "Aa" or the equivalent thereof by Moody's) and in each case
maturing within one year after the date of acquisition;

                                       9
<PAGE>

            (e) repurchase agreements with any Lender or any primary dealer
maturing within one year from the date of acquisition that are fully
collateralized by investment instruments that would otherwise be Cash
Equivalents; provided that the terms of such repurchase agreements comply with
the guidelines set forth in the "Federal Financial Institutions Examinations
Council Supervisory Policy - Repurchase Agreements of Depository Institutions
With Securities Dealers and Others, as adopted by the Comptroller of the
Currency in October 31, 1985"; and

            (f) Investments classified in accordance with GAAP as current assets
of a Consolidated Party in money market investment programs registered under the
Investment Company Act of 1940, as amended, which are administered by financial
institutions that have the highest rating obtainable from either Moody's or S&P,
and not less than 95% of the portfolios of which are limited solely to
Investments of the character, quality and maturity described in clauses (a),
(b), (c), (d) and (e) of this definition.

      "Cash Management Bank" means any party to a Cash Management Services
Agreement with any Consolidated Party which party was a Lender or an Affiliate
of a Lender under this Agreement (or a lender under the Existing Senior Credit
Agreement) at the time it entered into such Cash Management Services Agreement.

      "Cash Management Services Agreement" means any agreement to provide cash
management services, including treasury, depository, overdraft, credit or debit
card, electronic funds transfer and other cash management arrangements.

      "Casualty" means any casualty or other loss, damage or destruction to any
Property having a fair market value in excess of $100,000 per occurrence.

      "Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty; (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority; or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

      "Change of Control" means, at any time after consummation of the
Transaction:

            (a) Holdings shall cease to own and control legally and
beneficially, either directly, or indirectly through wholly-owned Domestic
Restricted Subsidiaries which have become Guarantors hereunder (including any of
the Additional Intermediate Holding Companies, VTC, Southwest and Southwest II),
100% of the outstanding Equity Interests in Enterprises and Enterprises II; or,
except in a transaction permitted pursuant to Sections 7.04(a)(iii) and Section
7.05, Enterprises and Enterprises II shall cease to own and control legally and
beneficially, either directly, or indirectly through wholly-owned Domestic
Restricted Subsidiaries which have become Guarantors hereunder, 100% of the
outstanding Equity Interests of each other Consolidated Borrower Party;

            (b) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
employee benefit plan of such

                                       10
<PAGE>

person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan) becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a person or group shall be deemed to have
"beneficial ownership" of all securities that such person or group has the right
to acquire (such right, an "option right"), whether such right is exercisable
immediately or only after the passage of time), directly or indirectly (other
than any of the Sponsors, either individually or in any combination), of 35% or
more of Voting Interests of Holdings on a fully-diluted basis (and taking into
account all such securities that such person or group has the right to acquire
pursuant to any option right) and representing a greater percentage of such
Voting Interests than the percentage of such Voting Interests which is directly
or indirectly owned and controlled legally and beneficially by the Sponsors; or

            (c) during any period of 12 consecutive months, a majority of the
members of the board of directors or other equivalent governing body of Holdings
cease to be composed of individuals (i) who were members of that board or
equivalent governing body on the first day of such period, (ii) whose election
or nomination to that board or equivalent governing body was approved by (A) the
Sponsors or (B) individuals referred to in clause (i) above constituting at the
time of such election or nomination at least a majority of that board or
equivalent governing body or (iii) whose election or nomination to that board or
other equivalent governing body was approved by individuals referred to in
clauses (i) and (ii) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body
(excluding, in the case of both clause (ii) and clause (iii), any individual
whose assumption of office as a member of that board or equivalent governing
body occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any Person or
group other than a solicitation for the election of one or more directors by or
on behalf of the board of directors).

      "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the
case of Section 4.01(n), waived by the Person entitled to receive the applicable
payment).

      "Code" means the Internal Revenue Code of 1986.

      "Collateral" means all the "Collateral" referred to in the Collateral
Documents and any other assets and property that are or are intended under the
terms of the Collateral Documents to be subject to Liens in favor of the
Administrative Agent for the benefit of the Secured Parties.

      "Collateral Agent" means the Administrative Agent in its capacity as
collateral agent under the Collateral Documents.

      "Collateral Documents" means, collectively, the Pledge and Security
Agreement, each Account Control Agreement, each Waiver Agreement, each Mortgage,
the Perfection Certificate, and any other security agreements, pledge agreements
or similar instruments delivered to the Administrative Agent as collateral agent
for the Lenders, the L/C Issuer and the other Secured Parties from time to time
pursuant to Sections 6.11 and 6.12, and each other agreement, instrument or
document that creates or purports to create a Lien in favor of the
Administrative Agent for the benefit of the Secured Parties.

                                       11
<PAGE>

      "Commitment" means a Tranche B Term Commitment, a Tranche C Term
Commitment, a Tranche D Term Commitment or a Revolving Commitment, as the
context may require, and "Commitments" means all the Tranche B Term Commitments,
the Tranche C Term Commitments, the Tranche D Term Commitments and the Revolving
Commitments.

      "Commitment Fee" has the meaning specified in Section 2.09(a).

      "Commitment Letter" means the commitment letter agreement dated December
23, 2004, among VTC and the Agents.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit D hereto.

      "Condemnation" means any taking of Property having a fair market value in
excess of $100,000, or any part thereof or interest therein, for public or
quasi-public use under the power of eminent domain, by reason of any public
improvement or condemnation proceeding, or in any other manner.

      "Condemnation Award" means all proceeds of any Condemnation or transfer in
lieu thereof.

      "Consolidated Adjusted EBITDA" means, for any period for the Consolidated
Parties determined on a consolidated basis, an amount equal to the sum of:

            (a) Consolidated Adjusted Net Income for such period, plus

            (b) the following with respect to the Consolidated Parties to the
extent deducted in calculating such Consolidated Adjusted Net Income (without
duplication):

                  (i) Consolidated Interest Charges for such period;

                  (ii) the provision for Federal, state, local and foreign
      income taxes for such period;

                  (iii) depreciation and amortization expense;

                  (iv) nonrecurring costs incurred during the period commencing
      September 30, 2004, and ending on and including November 10, 2004, not to
      exceed $5,000,000, and the costs related to (A) the Transaction (as
      defined in the Existing Senior Credit Agreement), (B) the previously
      proposed income deposit securities offering and related refinancing
      transactions and (C) the Transaction;

                  (v) transaction costs related to Permitted Acquisitions, and
      other extraordinary, nonrecurring or unusual costs or losses incurred
      following November 10, 2004; provided, however, that all such costs and
      expenses under this clause (v) shall not exceed $10,000,000 in any four
      consecutive fiscal quarter period;

                                       12
<PAGE>

                  (vi) unrealized losses on derivatives recognized in accordance
      with Statement of Financial Accounting Standards No. 133;

                  (vii) losses attributable to the Disposition of Property of a
      Consolidated Party (other than inventory Disposed of in the ordinary
      course of business); and

                  (viii) other losses and expenses reducing Consolidated
      Adjusted Net Income which do not represent a cash item in such period or
      any future period; minus

            (c) the following with respect to the Consolidated Parties to the
extent included in calculating such Consolidated Adjusted Net Income:

                  (i) Federal, state, local and foreign income tax credits of
      the Consolidated Parties for such period;

                  (ii) gains attributable to the Disposition of any Property of
      a Consolidated Party (other than Inventory Disposed of in the ordinary
      course of business);

                  (iii) all other items increasing Consolidated Adjusted Net
      Income for such period which do not represent a cash item in such period
      or any future period;

                  (iv) unrealized gains on derivatives recognized in accordance
      with Statement of Financial Accounting Standards No. 133;

                  (v) any interest income of the Consolidated Parties for such
      period; and

                  (vi) any dividend income of the Consolidated Parties for such
      period, including any dividends or other distributions from the Wireless
      Partnerships, but in any case, excluding any RTFC Patronage Distributions,
      for such period.

      Notwithstanding the foregoing, until October 1, 2005, the Consolidated
Adjusted EBITDA for the Consolidated Parties for each four fiscal quarter period
ending prior to such date shall be calculated as set forth on Schedule 1.01.

      "Consolidated Adjusted Net Income" means, for any period, net income (or
loss) for the Consolidated Parties determined on a consolidated basis for such
period in accordance with GAAP, but excluding (without duplication), to the
extent included therein, the following:

            (a) the income (or loss) of any Person (other than a Consolidated
Party) in which a Consolidated Party owns or otherwise holds an Equity Interest,
except to the extent of the amount of dividends and other distributions actually
paid to such Consolidated Party in cash during such period (including, without
limitation, any dividends or other distributions received in cash from any
Wireless Partnerships);

            (b) solely for purposes of calculating Available Cash, the income
(or loss) of any Restricted Subsidiary accrued during such period but prior to
the date such Person is Acquired by a Consolidated Party or the income (or loss)
attributable to Property comprising a

                                       13
<PAGE>

line of business accrued during such period but prior to the date such Property
is Acquired by a Restricted Subsidiary; and

            (c) the income (or loss) of any Restricted Subsidiary, or the income
(or loss) attributable to Property comprising a line of business of any
Restricted Subsidiary, in each case, which is Disposed of during such period;
provided, however, that solely for purposes of calculating Available Cash, the
income (or loss) of any such Person or Property shall not be excluded.

      "Consolidated Borrower Parties" means Enterprises, Enterprises II and each
of their respective Domestic Restricted Subsidiaries, collectively, and
"Consolidated Borrower Party" means any one of them.

      "Consolidated Capital Expenditures" means, for any period for the
Consolidated Parties determined on a consolidated basis, without duplication (a)
all expenditures made by the Consolidated Parties directly or indirectly during
such period for Capital Assets (whether paid in cash or other consideration or
accrued as a liability and including, without limitation, all expenditures for
maintenance and repairs which are required, in accordance with GAAP, to be
capitalized on the books of such Person) and (b) solely to the extent not
otherwise included in clause (a) of this definition, the aggregate principal
amount of all Indebtedness (including, without limitation, obligations in
respect of Capitalized Leases) assumed or incurred by the Consolidated Parties
during such period in connection with any such expenditures for Capital Assets.
For purposes of this definition, (i) Permitted Acquisitions shall not be
included in Consolidated Capital Expenditures, and (ii) the purchase price of
equipment that is purchased substantially contemporaneously with the trade-in of
existing equipment or with insurance proceeds shall be included in Consolidated
Capital Expenditures only to the extent of the gross amount by which such
purchase price exceeds the credit granted by the seller of such equipment for
the equipment being traded in at such time or the amount of such insurance
proceeds, as the case may be.

      "Consolidated Funded Indebtedness" means, for the Consolidated Parties
determined on a consolidated basis, as of any date of determination, without
duplication, the sum of (a) the outstanding principal amount of all obligations,
whether current or long-term, for borrowed money (including the outstanding
principal amount of any Permitted Additional Debt and the outstanding principal
amount of Loans hereunder other than any outstanding Tranche D Term Loans) and
the outstanding principal amount of all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments, (b) the
outstanding principal amount of all purchase money Indebtedness, (c) the stated
amount of all direct obligations arising under letters of credit (including
standby and commercial), bankers' acceptances, bank guaranties, surety bonds and
similar instruments, (d) the outstanding principal amount of all obligations in
respect of the deferred purchase price of property or services (other than trade
accounts payable in the ordinary course of business), (e) Attributable
Indebtedness in respect of Capitalized Leases and Off-Balance Sheet Obligations,
(f) in respect of all Guarantees with respect to outstanding Indebtedness of the
types specified in clauses (a) through (e) above, the principal amount, stated
amount and Attributable Indebtedness of all such Indebtedness, and (g) the
amount of all Indebtedness of the types referred to in clauses (a) through (f)
above of any partnership or joint venture (other than a joint venture that is
itself a corporation or limited liability company) in

                                       14
<PAGE>

which any Consolidated Party is a general partner or joint venturer, unless such
Indebtedness is expressly made non-recourse to such Consolidated Party.

      "Consolidated Interest Charges" means, for any period for the Consolidated
Parties determined on a consolidated basis, the difference between (a) the sum
of all interest, premium payments, fees, charges and related expenses of the
Consolidated Parties in connection with Indebtedness (including capitalized
interest) whether paid or accrued, in each case to the extent treated as
interest in accordance with GAAP, including the portion of rent expense of the
Consolidated Parties with respect to such period under Capitalized Leases that
is treated as interest in accordance with GAAP, minus (b) the sum of all
interest income received in such period; provided, however, that Consolidated
Interest Charges under clause (a) above shall not include any amortization of
deferred transaction costs, debt issuance expenses or original issue discount;
and provided further, that until the end of the fourth full fiscal quarter of
Holdings commencing on or after the Closing Date, Consolidated Interest Charges
for any four fiscal quarter period shall instead be calculated as provided in
Schedule 1.01.

      "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated Adjusted EBITDA for the four
consecutive fiscal quarters most recently ended on or prior to such date to (b)
Consolidated Interest Charges for such period.

      "Consolidated Parties" means Holdings and each of its Restricted
Subsidiaries (regardless of whether or not consolidated with Holdings for
purposes of GAAP), collectively, and "Consolidated Party" means any one of them.

      "Consolidated Total Leverage Ratio" means, as of any date of
determination, the ratio of (a) the difference between (i) the outstanding
amount of Consolidated Funded Indebtedness as of such date and (ii) if no
Revolving Loans are outstanding on such date, the aggregate amount of the cash
and Cash Equivalents of the Consolidated Borrower Parties as of such date, to
(b) Consolidated Adjusted EBITDA for the period of the four consecutive fiscal
quarters most recently ended on or prior to such date.

      "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person, or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "Control" has the meaning provided in the definition of the term
"Affiliate".

      "Conversion Notice" has the meaning provided in Section 2.01(a)(ii).

      "Converted Loan" has the meaning provided in Section 2.01(a)(ii).

      "Credit Extension" means each of the following: (a) a Borrowing; and (b)
an L/C Credit Extension.

      "Debt Issuance" means the issuance by any Consolidated Party of any
Indebtedness for borrowed money.

                                       15
<PAGE>

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency, fraudulent
conveyance or transfer, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

      "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

      "Default Rate" means an interest rate equal to (a) in the case of
Eurodollar Rate Loans, the sum of (i) the Eurodollar Rate for such Eurodollar
Rate Loans, plus (ii) the Applicable Rate applicable to such Eurodollar Rate
Loans, plus (iii) 2% per annum, (b) in the case of the Letter of Credit Fees, a
rate equal to (i) the Applicable Rate for Revolving Loans which are Eurodollar
Rate Loans plus (ii) 2% per annum, (c) in the case of RTFC Fixed Rate Loans, the
sum of (i) the RTFC Fixed Rate for such Loans, plus (ii) 2% per annum, (d) in
the case of RTFC Variable Rate Loans, the sum of (i) the RTFC Variable Rate for
such Loans, plus, (ii) 2% per annum, (e) in the case of Base Rate Loans, the sum
of (i) the Base Rate for such Base Rate Loans plus (ii) the Applicable Rate
applicable to such Base Rate Loans, plus (iii) 2% per annum and (f) for all
other purposes, the sum of (i) the Base Rate for Revolving Loans which are Base
Rate Loans, plus (ii) the Applicable Rate applicable to such Base Rate Loans,
plus (iii) 2% per annum.

      "Defaulting Lender" means (a) in the case of a Revolving Lender, any such
Lender that has failed to fund any portion of a Revolving Borrowing or the
participations in L/C Obligations or participations in Swing Line Loans required
to be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder, (b) in the case of any Lender with a Commitment under
any Tranche of the Term Facility, any such Lender that has failed to fund any
portion of a Borrowing under such Tranche required to be funded by it hereunder,
and (c) in the case of any Lender, any such Lender (i) that has otherwise failed
to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute, (ii) that has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding, or
(iii) has been taken into receivership by its regulator.

      "Designation" means a Designation by Holdings of a newly organized or
newly Acquired Subsidiary as an Unrestricted Subsidiary pursuant to Section 6.11
and in accordance with Section 7.14. "Designate" has the meaning correlative
thereto.

      "Disposition" or "Dispose" means the sale, transfer, license, lease,
Casualty or Condemnation or other disposition (including any Sale and Leaseback
Transaction or any sale of any Equity Interest of any Restricted Subsidiary or
of any Unrestricted Subsidiary that is a First-Tier Subsidiary) of any property
having a fair market value in excess of $100,000 sold, transferred, licensed,
leased or otherwise disposed of in a single transaction or a series of related
transactions by any Person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes issued by any other Person or
accounts receivable or any rights and claims associated therewith or any capital
stock of, or other Equity Interests in, any other Person; provided that the
foregoing shall not be deemed to imply that any such disposition is permitted
under this Agreement. The term "Disposition" shall not include any Equity
Issuance.

                                       16
<PAGE>

      "Dividend Suspension Period" means, any period (a) commencing on the first
day following the Closing Date (or, if applicable, the last day of the most
recently completed Dividend Suspension Period) on which the Consolidated Total
Leverage Ratio is greater than 5.0:1.0 and (b) ending on the first date
thereafter on which the Loan Party Representative delivers a Compliance
Certificate pursuant to Section 6.02(b) demonstrating that the Consolidated
Total Leverage Ratio is equal to or less than 5.0:1.0 as of the last day of the
then most recently completed fiscal quarter of Holdings covered by such
Compliance Certificate.

      "Documentation Agents" means CIBC World Markets Corp. and Wachovia Bank,
N.A., in their capacity as documentation agents.

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

      "Domestic Subsidiary" means a Subsidiary that is organized under the Laws
of a political subdivision of the United States. A "Domestic Restricted
Subsidiary" is a Restricted Subsidiary which is a Domestic Subsidiary.

      "Eligible Assignee" means: (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (A) in the case of an assignee under any Facility, the
Administrative Agent, (B) in the case of an assignee under the Revolving
Facility only, the L/C Issuer and the Swing Line Lender, and (C) in the case of
an assignee under the Revolving Facility, the Tranche C Term Facility and the
Tranche D Term Facility only, unless an Event of Default has occurred and is
continuing, the Loan Party Representative (each such approval not to be
unreasonably withheld or delayed); provided that notwithstanding the foregoing,
"Eligible Assignee" shall not include any Loan Party or any Affiliate or
Subsidiary of a Loan Party.

      "Enforcement Expenses" has the meaning specified in Section 11.04(a)(iii).

      "Enterprises" means Valor Telecommunications Enterprises, LLC, a Delaware
limited liability company. Enterprises is also referred to in this Agreement and
the other Loan Documents as the "Borrower".

      "Enterprises II" means Valor Telecommunications Enterprises II, LLC, a
Delaware limited liability company.

      "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
Hazardous Materials, air emissions and discharges to waste or public systems.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of any Consolidated Party directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract,

                                       17
<PAGE>

agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

      "Equity Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting.

      "Equity Issuance" means any issuance by Holdings of any of its Equity
Interests to any Person (other than another Consolidated Party) or receipt by
any Consolidated Party of a capital contribution from any Person (other than
another Consolidated Party), including the issuance of Equity Interests pursuant
to the exercise of options or warrants and the conversion of any Indebtedness to
equity; provided that the foregoing shall not be deemed to imply that any such
issuance is permitted under this Agreement.

      "ERISA" means the Employee Retirement Income Security Act of 1974.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with Holdings within the meaning of Section
414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes
of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by Holdings or any ERISA Affiliate from a Pension Plan subject
to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by Holdings or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the treatment
of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or
the commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon Holdings or any ERISA Affiliate.

      "Eurodollar Base Rate" means, for such Interest Period, the rate per annum
equal to the British Bankers Association LIBOR Rate ("BBA LIBOR") as published
by Reuters (or other commercially available source providing quotations of BBA
LIBOR designated by the Administrative Agent from time to time) at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period for deposits in Dollars (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period. If such rate is
not available at any time for any reason, then the "Eurodollar Base Rate" for
such Interest

                                       18
<PAGE>

Period shall be the rate per annum determined by the Administrative Agent as the
rate of interest at which deposits in Dollars for delivery on the first day of
such Interest Period in same day funds in the approximate amount of the
Eurodollar Rate Loan being made, continued or converted by Bank of America and
with a term equivalent to such Interest Period would be offered by Bank of
America's London Branch to major banks in the London interbank eurodollar market
at their request at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period.

      "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:

                                        Eurodollar Base Rate
            Eurodollar Rate  =    --------------------------------------
                                  1.00 - Eurodollar Reserve Percentage

      "Eurodollar Rate Loan" means a Revolving Loan or a Tranche B Term Loan
that bears interest based on the Eurodollar Rate.

      "Eurodollar Reserve Percentage" means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency liabilities"). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.

      "Event of Default" has the meaning specified in Section 8.01.

      "Excluded Debt Issuance Proceeds" means the Net Cash Proceeds from any
Debt Issuance by any Consolidated Party which is permitted pursuant to Section
7.03.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower or any other Loan Party hereunder or
under any other Loan Document, (a) taxes imposed on or measured by its overall
net income by the United States, and taxes imposed on or measured by its overall
net income (however denominated), and franchise taxes imposed on it (in lieu of
net income taxes), by the jurisdiction (or any political subdivision thereof)
under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable Lending
Office is located, or in which it is or was "doing business" or is or was
otherwise connected (other than any jurisdiction to the extent that it is deemed
to be doing business or is deemed to be otherwise connected by reason of having
executed and delivered this Agreement and performed its obligations hereunder or
enforced its rights hereunder or under any other Loan Document), (b) any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which it is located and

                                       19
<PAGE>

(c) in the case of a Foreign Lender, any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a
party hereto (or designates a new Lending Office) or is attributable to such
Foreign Lender's failure or inability (other than as a result of a Change in
Law) to comply with Section 3.01(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new Lending Office (or assignment), to receive additional amounts from the Loan
Parties with respect to such withholding tax pursuant to Section 3.01(a).

      "Existing Facilities" means, collectively, the credit and loan facilities
under the Existing Senior Credit Agreement, the Existing Second Lien Loan
Agreement and the Existing Senior Subordinated Loan Agreement.

      "Existing Mortgage" means each Mortgage or Deed of Trust under the Initial
Credit Agreements as more particularly described on Schedule 5.12.

      "Existing Second Lien Loan Agreement" means the Second Lien Loan Agreement
dated as of November 10, 2004, among the Loan Parties (other than Holdings and
the Additional Intermediate Holding Companies), the lenders party thereto, Bank
of America, N.A., as Second Lien Administrative Agent, Wachovia Bank, N.A. and
JPMorgan Chase Bank, as Second Lien Syndication Agents, CIBC World Markets Corp.
and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, as Second Lien
Documentation Agents, and Banc of America Securities LLC and Wachovia Capital
Markets LLC, as Second Lien Joint Lead Arrangers and Joint Book Managers.

      "Existing Senior Credit Agreement" means the Senior Credit Agreement dated
as of November 10, 2004, among the Loan Parties (other than Holdings and the
Additional Intermediate Holding Companies), the lenders party thereto, Bank of
America, N.A., as Senior Administrative Agent, JPMorgan Chase Bank and Wachovia
Bank, N.A., as Senior Syndication Agents, CIBC World Markets Corp. and Merrill,
Lynch, Pierce, Fenner & Smith Incorporated, as Senior Documentation Agents, and
Banc of America Securities LLC and J.P. Morgan Securities Inc., as Senior Joint
Lead Arrangers and Joint Book Managers.

      "Existing Senior Subordinated Loan Agreement" means the Senior
Subordinated Loan Agreement dated as of November 10, 2004, among the Loan
Parties (other than Holdings and the Additional Intermediate Holding Companies),
the lenders party thereto, Bank of America, N.A., as Senior Subordinated
Administrative Agent, Wachovia Bank, N.A. and JPMorgan Chase Bank, as Senior
Subordinated Syndication Agents, CIBC World Markets Corp. and Merrill, Lynch,
Pierce, Fenner & Smith Incorporated, as Senior Subordinated Documentation
Agents, and Banc of America Securities LLC and Wachovia Capital Markets LLC, as
Senior Subordinated Joint Lead Arrangers and Joint Book Managers.

      "Facility" means each of the Revolving Facility and each Term Facility as
the context may require.

      "FCC" means the Federal Communications Commission or any successor
Governmental Authority.

      "FCC License" means any Governmental Authorization granted or issued by
the FCC.

                                       20
<PAGE>

      "Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate (rounded upward,
if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on
such day on such transactions as determined by the Administrative Agent.

      "Fee Letter" means the fee letter agreement dated December 23, 2004, among
VTC, the Administrative Agent and the other Agents.

      "Finance Company" means Valor Telecommunications Enterprises Finance
Corp., a Delaware corporation. Finance Company is a direct, wholly-owned
Subsidiary of Enterprises organized subject to Section 7.13, for the purpose of
acting as a co-issuer of Permitted Additional Debt.

      "First-Tier Subsidiary" means for any Person each Subsidiary of such
Person in which such Person directly owns any Equity Interests.

      "Fixtures" has the meaning specified in the Pledge and Security Agreement.

      "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Loan Parties are residents for tax
purposes. For purposes of this definition, the United States, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

      "Foreign Subsidiary" means a Subsidiary that is not a Domestic Subsidiary.

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

      "Fund" means any Person (other than a natural person) that is (or will be)
engaged as one of its material activities in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the
ordinary course.

      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

      "Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive,

                                       21
<PAGE>

legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government (including the FCC, any PUC and any
supra-national bodies such as the European Union or the European Central Bank).

      "Governmental Authorization" means any material authorization, approval,
consent, franchise, license, covenant, order, ruling, permit, certification,
exemption, notice, declaration or similar right, undertaking or other action of,
to or by, or any material filing, qualification or registration with, any
Governmental Authority, including, without limitation, any FCC License and any
PUC Authorization.

      "Granting Lender" has the meaning specified in Section 11.06(h).

      "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term "Guarantee" as a verb has a
corresponding meaning.

      "Guarantied Obligations" has the meaning specified in Section 9.01(a).

      "Guarantor" means Holdings, each Restricted Subsidiary of Holdings
identified as a "Guarantor" on the signature pages of this Agreement, and each
other Restricted Subsidiary of Holdings identified as a "Guarantor" in a Joinder
Agreement delivered after the date hereof pursuant to Sections 6.11 or
7.04(a)(ii), together with their successors and assigns.

      "Guaranty" means the Guarantee of each Guarantor set forth in Article IX.

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas,

                                       22
<PAGE>

infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to any Environmental Law.

      "Holdings" has the meaning specified in the introductory paragraph hereto.

      "Honor Date" has the meaning specified in Section 2.03(c)(i).

      "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

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

            (b) all direct or contingent obligations of such Person arising
under letters of credit, bankers' acceptances, bank guaranties, surety bonds and
similar instruments;

            (c) net obligations of such Person under any Swap Contract;

            (d) all obligations of such Person to pay the deferred purchase
price of property or services (other than trade accounts payable in the ordinary
course of business);

            (e) indebtedness (excluding prepaid interest thereon) secured by a
Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or
not such indebtedness shall have been assumed by such Person or is limited in
recourse;

            (f) Capitalized Leases and Off-Balance Sheet Obligations;

            (g) all obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any Equity Interest in such
Person or any other Person (other than any such obligations arising out of any
Plan or another employee compensation or benefit arrangement), valued, in the
case of a redeemable preferred interest, at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends;

            (h) all Indebtedness in respect of any of the foregoing of another
Person secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on the property,
including, without limitation, accounts and contract rights owned by such
Person, even though such Person has not assumed or become liable for such
Indebtedness; and

            (i) all Guarantees of such Person in respect of any of the
foregoing.

      For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer in an amount proportionate to such
Person's interest therein, unless such Indebtedness is non-recourse to such
Person or except to the extent such Indebtedness is owed by such partnership or
joint venture to

                                       23
<PAGE>

such Person. The amount of any net obligation under any Swap Contract on any
date shall be deemed to be the Swap Termination Value thereof as of such date.
The amount of any Capitalized Lease or Off-Balance Sheet Obligation as of any
date shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitee" has the meaning specified in Section 11.04(b).

      "Information" has the meaning specified in Section 11.07.

      "Initial Credit Agreements" means, collectively, the Initial Kerrville
Credit Agreement and the Initial Valor Credit Agreement.

      "Initial Kerrville Credit Agreement" means that certain Amended and
Restated Credit Agreement dated as of January 31, 2002, as supplemented by a
Credit Agreement Supplement dated as of January 1, 2003, and as amended by
Consent and Amendment No. 1 dated as of April 12, 2004, each among Enterprises
II and its Subsidiaries, Southwest II, the lenders party thereto and CoBank,
ACB, as administrative agent, as in effect immediately before giving effect to
the amendment and restatement thereof pursuant to the Existing Senior Credit
Agreement.

      "Initial Valor Credit Agreement" means that certain Amended and Restated
Credit Agreement dated as of August 31, 2000, as supplemented by Credit
Agreement Supplements dated as of January 1, 2003, and a Loan Document
Supplement dated as of July 1, 2003, and as amended by Amendment No. 1 dated as
of October 3, 2003, each among Enterprises and its Subsidiaries, Southwest, the
lenders party thereto from time to time and Bank of America, N.A. and JPMorgan
Chase Bank (formerly The Chase Manhattan Bank), as the administrative agents, as
in effect immediately before giving effect to the amendment and restatement
thereof pursuant to the Existing Senior Credit Agreement.

      "Insurance Proceeds" means all insurance proceeds (other than business
interruption insurance proceeds), damages, awards, claims and rights of action
with respect to any Casualty.

      "Intellectual Property Security Agreement" has the meaning specified in
the Pledge and Security Agreement.

      "Intercompany Note" means the promissory notes issued as contemplated by
Section 7.02(d), substantially in the form of Exhibit D to the Pledge and
Security Agreement.

      "Interest Payment Date" means (a) as to any Eurodollar Rate Loan, the last
day of each Interest Period applicable to such Loan and the Maturity Date for
such Loan; provided, however, that if any Interest Period for a Eurodollar Rate
Loan exceeds three months, the respective dates that fall every three months
after the beginning of such Interest Period shall also be Interest Payment
Dates, (b) as to any RTFC Fixed Rate Loan, the last day each Interest Period
applicable to such Loan, the last Business Day of each March, June, September
and December during such Interest Period and the Maturity Date for such Loan,
and (c) as to any Base Rate Loan (including a Swing Line Loan) or any RTFC
Variable Rate Loan, the last Business Day of each March, June, September and
December and the Maturity Date for such Loan.

                                       24
<PAGE>

      "Interest Period" means, (a) as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Loan Party Representative in the
applicable Loan Notice; provided that:

                  (i) any Interest Period that would otherwise end on a day that
      is not a Business Day shall be extended to the next succeeding Business
      Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls
      in another calendar month, in which case such Interest Period shall end on
      the immediately preceding Business Day;

                  (ii) any Interest Period pertaining to a Eurodollar Rate Loan
      that begins on the last Business Day of a calendar month (or on a day for
      which there is no numerically corresponding day in the calendar month at
      the end of such Interest Period) shall end on the last Business Day of the
      calendar month at the end of such Interest Period; and

                  (iii) no Interest Period shall extend beyond the Maturity Date
      for the applicable Loan; and

            (b) (i) for each RTFC Fixed Rate Loan being deemed as of the Closing
Date to be outstanding as a Borrowing under this Agreement pursuant to Section
2.14, initially the period commencing on the Closing Date and ending on the last
day of the period selected by the Borrower pursuant to the provisions of the
Existing Senior Credit Agreement for such RTFC Fixed Rate Borrowing and (ii) for
each RTFC Fixed Rate Loan comprising part of any other Borrowing, the period
commencing on the date of such RTFC Fixed Rate Loan or the date of the
conversion of any RTFC Variable Rate Loan into such RTFC Fixed Rate Loan, and
ending on the date one, two, three or four years thereafter (or any other period
that may be agreed upon between the Tranche C Term Lenders, the Tranche D Term
Lenders and the Borrower), as selected by the Loan Party Representative in the
applicable Loan Notice provided, however, that:

                        (A) Interest Periods commencing on the same date for
            RTFC Fixed Rate Loans comprising part of the same Borrowing shall be
            of the same duration;

                        (B) no Interest Period for RTFC Fixed Rate Loans shall
            end after the Maturity Date; and

                        (C) subject to clause (B) above, whenever the last day
            of any Interest Period would otherwise occur on a day other than a
            Business Day, the last day of such Interest Period shall be extended
            to occur on the next succeeding Business Day.

      "Investment" means, as to any Person, (a) any direct or indirect
acquisition or investment by such Person, whether by means of (i) the purchase
or other acquisition of capital stock or other securities of another Person,
(ii) a loan, advance or capital contribution to, Guarantee or assumption of debt
of, or purchase or other acquisition of, any other debt or equity participation
or interest in, another Person, including any partnership or joint venture
interest in such other

                                       25
<PAGE>

Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (iii) the purchase or other acquisition
(in one transaction or a series of transactions) of Property of another Person
that constitute a division, business unit or line of business, and (b) any
Contractual Obligation binding on such Person or any of its property to make any
such acquisition or investment. For purposes of covenant compliance, the amount
of any Investment shall be the amount (or the fair market value of property) (A)
actually invested, without adjustment for subsequent increases or decreases in
the value of such Investment and (B) in the case of a Contractual Obligation to
make an investment, the aggregate amount of the investment subject to such
Contractual Obligation until actually invested or such Contractual Obligation
expires or is otherwise terminated. A Permitted Acquisition or Permitted Asset
Exchange by a Loan Party (or a Contractual Obligation of a Loan Party to enter
into a Permitted Acquisition or Permitted Asset Exchange) shall be deemed to be
an Investment by such Loan Party in the Person acquired by such Loan Party, the
Property acquired by such Loan Party or the Person organized by such Loan Party
to acquire Property the subject of such transaction, as the case may be.

      "IP Rights" has the meaning specified in Section 5.11.

      "IPO Transaction" means an initial public offering under the Securities
Act of 1933, as amended, of Equity Interests of Holdings.

      "IRS" means the United States Internal Revenue Service.

      "ISP" means with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may in effect at the time of
issuance).

      "Issuer Document" means, with respect to any Letter of Credit, the Letter
of Credit Application and any other document, agreement and instrument entered
into by the L/C Issuer and any Loan Party or in favor of the L/C Issuer and
relating to such Letter of Credit.

      "Joinder Agreement" means a joinder agreement executed and delivered in
accordance with the provisions of Sections 6.11 or 7.04(a)(ii) substantially in
the form of Exhibit F hereto. Upon the execution and delivery by any Person of a
Joinder Agreement, (a) such Person shall become a Guarantor hereunder, and each
reference in this Agreement or any other Loan Document to a "Guarantor" shall
also mean and be a reference to such Person, (b) such Person shall become and be
a Grantor under the Pledge and Security Agreement, and (c) each reference herein
to "this Agreement", "hereunder", "hereof" or words of like import referring to
this Agreement or the Joinder Agreement, and each reference in any other Loan
Document to the "Credit Agreement", "Joinder Agreement", "thereunder", "thereof"
or words of like import referring to this Agreement, shall mean and be a
reference to this Agreement or, as applicable, the Pledge and Security Agreement
or other Loan Document, as supplemented by such Joinder Agreement.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any

                                       26
<PAGE>

Governmental Authority charged with the enforcement, interpretation or
administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority, in each case whether or not having the force of law.

      "L/C Advance" means, with respect to each Revolving Lender, such Revolving
Lender's funding of its participation in any L/C Borrowing in accordance with
its Applicable Percentage.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed by the Borrower on the
Honor Date (or other date required by Section 2.03(c)(i)) or refinanced as a
Borrowing.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

      "L/C Issuer" means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.

      "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06. For purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount
remaining to be drawn.

      "Lender" and "Lenders" have the meanings specified in the introductory
paragraph hereto and, as the context requires, includes each Revolving Lender,
Tranche B Term Lender, Tranche C Term Lender and Tranche D Term Lender with a
commitment to make Loans as designated in Schedule 2.01, a Conversion Notice or
an Assignment and Assumption pursuant to which such Lender becomes a party
hereto; provided that references to "Lenders" shall include Bank of America in
its capacity as the Swing Line Lender; for purposes of clarification only, to
the extent that the Swing Line Lender may have rights and obligations in
addition to those of the other Lenders due to its status as Swing Line Lender,
its status as such will be specifically referenced.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as to which a Lender may from time to time notify the
Loan Party Representative and the Administrative Agent.

      "Letter of Credit" means any standby letter of credit issued hereunder.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

                                       27
<PAGE>

      "Letter of Credit Expiration Date" means the day that is thirty days prior
to the Maturity Date then in effect (or, if such day is not a Business Day, the
immediately preceding Business Day).

      "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

      "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
$50,000,000 and (b) the Revolving Commitments. The Letter of Credit Sublimit is
part of, and not in addition to, the Revolving Commitments.

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory, judgment or other), charge, or
preference, priority or other security interest or preferential arrangement of
any kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title to
real property and any financing lease having substantially the same economic
effect as any of the foregoing).

      "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan, Term Loan, Swing Line Loan or L/C
Advance. Each Revolving Loan and each Tranche B Term Loan may be divided into
tranches which are Base Rate Loans or Eurodollar Rate Loans, and each Tranche C
Term Loan and each Tranche D Term Loan may be divided into tranches which are
RTFC Fixed Rate Loans or RTFC Variable Rate Loans (each a "Type" of Loan).

      "Loan Documents" means this Agreement, the Notes, the Fee Letter, each
Issuer Document, each Secured Swap Contract, each Secured Cash Management
Services Agreement, each Collateral Document and each other document delivered
to the Administrative Agent, any Lender, or the L/C Issuer in connection
herewith or therewith relating specifically to the Obligations.

      "Loan Notice" means a notice of (a) a Borrowing, (b) a conversion of Loans
from one Type to the other, or (c) a continuation of Eurodollar Rate Loans or
RTFC Fixed Rate Loans, as applicable, pursuant to Section 2.02(a), which, in
each case, if in writing, shall be substantially in the form of Exhibit A
hereto.

      "Loan Party" means, the Borrower, Holdings and each other Guarantor, and
"Loan Parties" means any combination of the foregoing.

      "Loan Party Materials" has the meaning specified in Section 6.02.

      "Loan Party Representative" has the meaning specified in Section 11.18.

      "Master Agreement" has the meaning specified in the definition of "Swap
Contract".

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent) or condition (financial or otherwise) of the Consolidated
Parties taken as a whole, (b) a material impairment of the ability of any Loan
Party to perform its obligations under the Loan Documents to which it

                                       28
<PAGE>

is a party, or (c) a material impairment of the rights, powers, or remedies of
the Administrative Agent, the Lenders or the L/C Issuer under the Loan
Documents.

      "Material Documents" means (a) the Organization Documents of each Loan
Party, (b) any Permitted Additional Debt Documents (in respect of Indebtedness
in a principal amount in excess of $15,000,000), and (c) the Acquisition
Documents for any Permitted Acquisition with a purchase price in excess of
$15,000,000.

      "Maturity Date" means (a) in the case of all Revolving Loans and Letters
of Credit, the sixth anniversary of the Closing Date, and (b) in the case of all
Term Loans, the seventh anniversary of the Closing Date.

      "Maximum Rate" has the meaning specified in Section 11.09.

      "Moody's" means Moody's Investors Service, Inc. and any successor in
interest.

      "Mortgaged Property" means on any date all Real Property Assets subject to
a Mortgage on such date.

      "Mortgages" means, collectively, (a) each Existing Mortgage, as the same
shall be amended and restated pursuant to Section 6.17 pursuant to an amended
and restated mortgage or deed of trust in substantially the form of Exhibit I
hereto (with appropriate modifications to such form to take into account
variances in the requirements of applicable state laws or as the Administrative
Agent may reasonably request), and (b) any mortgage or deed of trust, assignment
of leases and rents, in similar form to such Existing Mortgages, as so amended
and restated, granting a security interest to the Administrative Agent on any
additional Mortgaged Property, as contemplated by Section 6.12.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which Holdings or any ERISA Affiliate makes
or is obligated to make contributions, or during the preceding five plan years,
has made or has been obligated to make contributions.

      "Net Cash Proceeds" means:

            (a) with respect to any Disposition by a Consolidated Party, (x) the
gross amount of cash proceeds (including Insurance Proceeds and Condemnation
Awards in the case of any Casualty or Condemnation) actually paid to or actually
received by any Consolidated Party in respect of such Disposition (including any
cash proceeds received as income or other proceeds of any noncash proceeds of
any Disposition as and when received), less (y) the sum without duplication of
the following amounts, but only to the extent not already deducted in arriving
at the amount referred to in clause (a) (x) above:

                  (i) the amount, if any, of all legal fees, brokerage fees,
      finders fees, consulting fees, accounting fees, commissions, costs and
      other expenses (other than those payable to any Consolidated Party or any
      Affiliate of any such Person) that are incurred by a Consolidated Party in
      connection with such Disposition and are payable by such seller of the
      assets or property to which such Disposition relates;

                                       29
<PAGE>

                  (ii) the amount of all taxes payable or reasonably anticipated
      to be payable by the Consolidated Parties in connection with such
      Disposition;

                  (iii) the outstanding principal amount of, the premium or
      penalty, if any, on, and any accrued and unpaid interest on, any
      Indebtedness (other than the Indebtedness outstanding under the Loan
      Documents) that is secured by a Lien on the property and assets subject to
      such Disposition and is required to be repaid by any Consolidated Party
      under the terms thereof as a result of such Disposition and the amount of
      any consent payment required to be paid by any Consolidated Party to the
      holder of any Indebtedness whose consent to such Disposition is required;

                  (iv) in the case of any Disposition of any interest in any
      Wireless Partnership by any Loan Party, any amount of the gross proceeds
      from such disposition that is due to be paid by any Loan Party (other than
      to a Loan Party) pursuant to Contractual Obligations relating to such
      Wireless Partnership as a result of such Disposition; and

                  (v) any other appropriate amounts that must be set aside as a
      reserve in accordance with GAAP against any liabilities of the
      Consolidated Party associated with such Disposition;

            (b) with respect to any Equity Issuance or Debt Issuance, the gross
amount of cash proceeds paid to or received by any Consolidated Party in respect
of such Equity Issuance or Debt Issuance as the case may be (including cash
proceeds subsequently received at any time in respect of such Equity Issuance or
Debt Issuance from non-cash consideration initially received or otherwise), net
of underwriting discounts and commissions or placement fees, investment banking
fees, legal fees, consulting fees, accounting fees and other customary fees and
expenses directly incurred by any Consolidated Party in connection therewith
(other than those payable to any Consolidated Party or any Affiliate of any such
Person); and

            (c) with respect to any SCC, any cash distribution of any
amortization payment in respect of such SCC actually received by any
Consolidated Party.

      "Non-Corporate Domestic Lender" means any Lender that is a "United States
person" but is not a "domestic" corporation (as such terms are defined in
Section 7701(a) of the Code).

      "Note" means a promissory note made by the Borrower in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of (a) Exhibit
C-1-B for Tranche B Term Loans, (b) Exhibit C-1-C, for Tranche C Term Loans, (c)
Exhibit C-1-D, for Tranche D Term Loans, (d) Exhibit C-2-R for Revolving Loans
and (e) Exhibit C-2-S for Swing Line Loans, as applicable.

      "Obligations" means for any Loan Party: (a) in the case of the Borrower,
all advances to, and debts, liabilities, obligations, covenants and duties of,
the Borrower arising under any Loan Document (including any Secured Swap
Contract entered into by the Borrower to which a Swap Bank is a party and any
Secured Cash Management Services Agreement entered into by the Borrower to which
a Cash Management Bank is a party) or otherwise with respect to any Loan

                                       30
<PAGE>

or Letter of Credit, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the
commencement by or against the Borrower or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding; and (b) in the case of each Guarantor, all Guarantied
Obligations of such Guarantor and all other liabilities, obligations, covenants
and duties of such Guarantor arising under any Loan Document (including any
Secured Swap Contract entered into by such Guarantor to which a Swap Bank is a
party and any Secured Cash Management Services Agreement entered by such
Guarantor to which a Cash Management Bank is a party), whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising, including any such
Guarantied Obligations in respect of interest and fees that accrue after the
commencement by or against such Guarantor or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding. Without limiting the generality of the foregoing, (i) the
Obligations of the Borrower include (A) the obligation to pay principal,
interest, and Letter of Credit commissions in respect of any Loan or Letter of
Credit, (B) the obligation to pay all other charges, expenses, fees, attorney
fees and disbursements, indemnities and other amounts payable by the Borrower
under any Loan Document and (C) the obligation to reimburse any amount in
respect of any of the foregoing that any Lender, in its sole discretion, may
elect to pay or advance on behalf of the Borrower, and (ii) the Obligations of
each Loan Party shall include any of the foregoing obligations of such Loan
Party which are reinstated pursuant to Section 11.05.

      "Off-Balance Sheet Obligations" means, with respect to any Person as of
any date of determination thereof, without duplication and to the extent not
included as a liability on the consolidated balance sheet of such Person and its
Subsidiaries in accordance with GAAP: (a) with respect to any asset
securitization transaction (including any accounts receivable purchase facility)
(i) the unrecovered investment of purchasers or transferees of assets so
transferred, and (ii) any other payment, recourse, repurchase, hold harmless,
indemnity or similar obligation of such Person or any of its Subsidiaries in
respect of assets transferred or payments made in respect thereof, other than
limited recourse provisions that are customary for transactions of such type and
that neither (x) have the effect of limiting the loss or credit risk of such
purchasers or transferees with respect to payment or performance by the obligors
of the assets so transferred nor (y) impair the characterization of the
transaction as a true sale under applicable Laws (including Debtor Relief Laws);
(b) the monetary obligations under any financing lease or so-called "synthetic,"
tax retention or off-balance sheet lease transaction which, upon the application
of any Debtor Relief Law to such Person or any of its Subsidiaries, would be
characterized as indebtedness; or (c) any other monetary obligation arising with
respect to any other transaction which (i) is characterized as indebtedness for
tax purposes but not for accounting purposes in accordance with GAAP or (ii) is
the functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheet of such Person and its
Subsidiaries (for purposes of this clause (c), any transaction structured to
provide tax deductibility as interest expense of any dividend, coupon or other
periodic payment will be deemed to be the functional equivalent of a borrowing).

                                       31
<PAGE>

      "Operating Lease" means, as applied to any Person, any lease (including,
without limitation, leases that may be terminated by the lessee at any time) of
any Property that is not a Capitalized Lease other than any such lease in which
that Person is the lessor.

      "Organization Documents" means (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws, (b) with respect to any
limited liability company, the certificate or articles of formation or
organization and operating agreement, and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any
agreement, instrument, filing or notice with respect thereto filed in connection
with its formation or organization with the applicable Governmental Authority in
the jurisdiction of its formation or organization and, if applicable, any
certificate or articles of formation or organization of such entity.

      "Other Taxes" means all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

      "Outstanding Amount" means (a) with respect to the Term Loans under any
Tranche of Term Loans on any date, the aggregate principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Term Loans
under such Tranche occurring on the same date (and, in the case of Tranche B
Term Loans and Tranche C Term Loans, after giving effect to any conversion of
any thereof pursuant to Section 11.06(b)(iii) occurring on such date), (b) with
respect to Revolving Loans and Swing Line Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of Revolving Loans and Swing Line Loans, as the case
may be, occurring on such date, and (c) with respect to any L/C Obligations on
any date, the amount of such L/C Obligations on such date after giving effect to
any L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements by the Borrower of Unreimbursed Amounts, minus the amount
of such L/C Obligations which have been Cash Collateralized.

      "Participant" has the meaning specified in Section 11.06(d).

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by Holdings or any
ERISA Affiliate or to which Holdings or any ERISA Affiliate contributes or has
an obligation to contribute, or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any time during
the immediately preceding five plan years.

      "Perfection Certificate" has the meaning specified in the Pledge and
Security Agreement.

                                       32
<PAGE>

      "Permitted Acquisitions" means any Acquisition by Enterprises, Enterprises
II or any other Consolidated Borrower Party; provided that (a) the Property
acquired (or the Property of the Person acquired) in such Acquisition shall be
used or useful in a telecommunications business, (b) in the case of an
Acquisition of the Equity Interests of another Person, the board of directors
(or other comparable governing body) of such other Person shall have duly
approved such Acquisition, (c) giving effect to such Acquisition on a Pro Forma
Basis determined on the date the applicable Loan Party enters into the
Acquisition Agreement for such Permitted Acquisition, no Default or Dividend
Suspension Period shall have occurred and be continuing or would result, (d)
immediately after giving effect to such Acquisition on a Pro Forma Basis, the
Total Revolving Outstandings shall not exceed an amount which is $25,000,000
less than the Revolving Commitments then in effect, (e) the aggregate
consideration (including the amount of Indebtedness assumed) paid by the
Consolidated Parties for such Acquisition and all prior Acquisitions since the
Closing Date shall not exceed an amount equal to the sum of (i) $300,000,000,
plus (ii) an amount equal to such aggregate consideration funded with Available
Equity Proceeds, plus (iii) Available Distributable Cash (giving effect to any
other application (or deemed application) of Available Distributable Cash on the
date of such Acquisition), and (f) the Administrative Agent shall have received
a certificate from a Responsible Officer of the Loan Party Representative on or
prior to the date of the consummation of such Acquisition describing such
Acquisition and certifying as to the foregoing matters, and demonstrating such
compliance in reasonable detail.

      "Permitted Additional Debt" means any Indebtedness of any Consolidated
Party in respect of any unsecured, debt securities or debt obligations of
Holdings, the Borrower, Finance Company or any other Restricted Subsidiary of
Holdings which is not also a Subsidiary of either the Borrower or Southwest II,
which securities or obligations may be guaranteed on an unsecured, basis by each
other Loan Party, provided, however, that (a) the maturity of any principal
amount thereof shall not mature earlier than one year after the Maturity Date
for Term Loans (as in effect on the date such debt securities are issued or such
debt obligations are incurred); (b) the interest rate thereon shall be a market
rate of interest as of the date such Indebtedness is incurred; (c) the other
terms thereof, including, without limitation, in respect of mandatory
prepayments, prepayment premium, fees, covenants, events of default, and
remedies, taken as a whole, are as or more favorable to the Loan Parties and the
Lenders hereunder than the comparable terms customarily found in senior or
senior subordinated notes of similar issuers issued under Rule 144A of the
Securities Act of 1933, as amended, or in a public offering (including, without
limitation, that such terms shall not include any financial covenants which are
maintenance covenants) and, in any case, as or more favorable to the Loan
Parties and the Lenders hereunder than the comparable terms of this Agreement
and the other Loan Documents as of the date such debt securities are issued or
such debt obligations are incurred; (d) no Dividend Suspension Period or Default
shall have occurred and be continuing or would result; (e) on a Pro Forma Basis
after giving effect to the issuance of such debt securities or the incurrence of
such debt obligations and the application of the proceeds thereof, the
Consolidated Total Leverage Ratio shall not exceed 4.40:1; (f) if such
Indebtedness (including any Guarantee thereof) is contractually subordinate in
right of payment to any other Indebtedness of any Loan Party, such Indebtedness
shall also be contractually subordinate in right or payment to the Obligations
of such Loan Party to the same extent; and (g) the Loan Party Representative
shall have delivered copies of the Permitted Additional Debt Documents in
respect of such Indebtedness to the Administrative Agent (i) in the case of any
such Indebtedness issued on the

                                       33
<PAGE>

Closing Date, as provided pursuant to Section 4.01(a)(xv), and (ii) in the case
of any other such Indebtedness, together with a certificate of a Responsible
Officer of the Loan Party Representative comparing the material terms and
conditions of such Permitted Additional Debt Documents to the comparable terms
and conditions customarily found in similar high-yield notes of similar issuers
and to the comparable terms of this Agreement and the other Loan Documents
(based on the review of all such documents by the Loan Party Representative
without the necessity of obtaining any third-party review of any such documents)
and certifying that all such conditions have been satisfied.

      "Permitted Additional Debt Documents" means, for any Permitted Additional
Debt, the loan agreement, credit agreement, note purchase agreement, indenture
or other definitive agreement for such Indebtedness to which any applicable Loan
Party is a party, and any related notes, guarantees and other documents
contemplated to be delivered by any Loan Party thereunder, as such agreement,
instruments and other documents may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms of this
Agreement and the terms thereof, together with any other agreement or agreements
pursuant to which any such Permitted Additional Debt may be refinanced,
restructured, renewed, extended, refunded or replaced, in each case, in whole or
in part, as such other agreement or agreements may be amended, restated,
supplemented or otherwise modified from time to time, in each case, in
accordance with the terms of this Agreement and the terms thereof.

      "Permitted Asset Exchange" means a Disposition of assets and property of
any of the Consolidated Borrower Parties in consideration for the Acquisition of
assets and property of a Person in the telecommunications business not an
Affiliate of any Loan Party; provided that (a) the aggregate assets and
properties of the Consolidated Borrower Parties which may be subject to such
Dispositions shall not exceed, in aggregate, assets and property related to more
than 35% of the access lines of the Loan Parties as of the Closing Date; (b) the
assets and properties so Disposed of, together with any cash consideration paid
by the Consolidated Borrower Parties shall have a fair market value
substantially equivalent to the fair market value of the assets and properties
so Acquired, together with any cash consideration received by the Consolidated
Borrower Parties; (c) any such cash consideration received by the Consolidated
Borrower Parties (net of the deductions set forth in the definition of "Net Cash
Proceeds") shall be treated hereunder as Net Cash Proceeds of a Disposition; (d)
any such cash consideration paid by the Consolidated Borrower Parties (but not
any other Property disposed of in such Disposition) shall be treated hereunder
as consideration paid by the Consolidated Borrower Parties in a Permitted
Acquisition for purposes of clause (e) of the definition of such term; and (e)
at the time of the execution and delivery of the Acquisition Agreement in
respect of such transaction, no Default or Dividend Suspension Period shall have
occurred and be continuing or would result.

      "Permitted Liens" has the meaning specified in Section 7.01.

      "Permitted Tax Distributions" has the meaning specified in Section
7.06(d).

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

                                       34
<PAGE>

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established or sponsored by Holdings or, with respect to
any such plan that is subject to Section 412 of the Code or Title IV of ERISA,
any ERISA Affiliate.

      "Pledge and Security Agreement" means the Pledge and Security Agreement
executed by the Borrower, the Guarantors and the Administrative Agent
substantially in the form of Exhibit H hereto.

      "Pro Forma Basis" means, for any transaction, including for purposes of
determining compliance with any financial covenant or test hereunder,
determining whether the conditions precedent to a Debt Issuance of Permitted
Additional Debt pursuant to the definition of that term have been met, and
determining whether the conditions precedent to a Permitted Acquisition pursuant
to the definition of that term have been met, that the subject transaction shall
be deemed to have occurred as of the first day of the four consecutive fiscal
quarters most recently ended for which annual or quarterly financial statements
shall have been delivered in accordance with the provisions hereof (the
"Reference Period"). For purposes of making calculations on a "Pro Forma Basis"
hereunder, (a) any funds to be used by any Person in consummating a Permitted
Acquisition will be assumed to have been used for that purpose as of the first
day of the Reference Period, (b) any Indebtedness to be incurred by any Person
in connection with the consummation of any Permitted Acquisition and/or a Debt
Issuance will be assumed to have been incurred on the first day of the Reference
Period, (c) the gross interest expense, determined in accordance with GAAP, with
respect to such Indebtedness assumed to have been incurred on the first day of
the Reference Period that bears interest at a floating rate shall be calculated
at the current rate under the agreement governing such Indebtedness (including
this Agreement if the Indebtedness is incurred hereunder), and (d) any gross
interest expense, determined in accordance with GAAP, incurred during the
Reference Period that was or is to be refinanced with proceeds of Indebtedness
assumed to have been incurred as of the first day of the Reference Period will
be excluded from the calculation for which a Pro Forma Basis is being given.

      "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

      "PUC" means any state Governmental Authority that exercises jurisdiction
over the rates or services or the acquisition, construction or operation of any
telecommunications system of any Person who owns, constructs or operates any
telecommunications system, in each case by reason of the nature or type of the
business subject to regulation and not pursuant to laws and regulations of
general applicability to Persons conducting business in said state including,
without limitation, the PUC of Texas.

      "PUC Authorization" means any Governmental Authorization granted or issued
by a PUC.

      "Real Property Assets" means all interest (excluding leasehold interests)
of any Consolidated Party in any real property.

      "Refinancing Agreement" has the meaning specified in Section 7.07(a).

                                       35
<PAGE>

      "Register" has the meaning specified in Section 11.06(c).

      "Registered Public Accounting Firm" has the meaning specified in the
Securities Laws and shall be independent of the Consolidated Parties as
prescribed by the Securities Laws.

      "Reinvestment Funds" means with respect to any Insurance Proceeds from a
Casualty, any Condemnation Award from a Condemnation, or any Net Cash Proceeds
from any other Disposition, that portion of such funds as shall, according to
the Compliance Certificate delivered pursuant to Section 6.02(b) for the fiscal
quarter in which the Disposition occurs, be reinvested in the repair,
restoration or replacement of the Properties that were the subject of such
Casualty, Condemnation or Disposition or in the purchase of other Capital Assets
useful in the business of the Consolidated Parties; provided that (a) pending
such reinvestment, the entire amount of such proceeds may either (i) be
deposited in a deposit account subject to an Account Control Agreement or (ii)
applied to prepay any Revolving Loans hereunder (without any reduction in
Revolving Commitments), (b) within 365 days from the Casualty, Condemnation or
Disposition giving rise to such Reinvestment Funds, the Loan Parties shall
complete the repair, restoration or replacement of the Properties that were the
subject of such Casualty, Condemnation or Disposition or shall purchase other
Capital Assets useful in the business of the Consolidated Parties and (c) no
Default shall have occurred and be continuing; and provided further that, if any
of the foregoing conditions shall cease to be satisfied at any time, such funds
shall no longer be deemed Reinvestment Funds and such funds shall immediately be
applied to prepayment of the Obligations in accordance with Section 2.05(b)(ii).

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents, trustees
and advisors of such Person and of such Person's Affiliates.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Loans, a Loan Notice, (b) with respect to an L/C
Credit Extension, a Letter of Credit Application and (c) with respect to a Swing
Line Loan, a Swing Line Loan Notice.

      "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the sum of (a) the Total Outstanding Amount of all Term
Facilities and (b) the Revolving Commitments, or if the Commitment of each
Revolving Lender to make Revolving Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 8.02, the
Total Revolving Outstandings (with the aggregate amount of each Revolving
Lender's risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed "held" by such Lender for purposes of this
definition); provided, however, that if any Lender shall be a Defaulting Lender
at such time, there shall be excluded for purposes of making a determination of
Required Lenders at such time the aggregate principal amount of Term Loans
and/or the Revolving Commitment held or deemed held by any Defaulting Lender.

      "Required Revolving Lenders" means, as of any date of determination,
Lenders having more than 50% of the Revolving Commitments or, if the commitment
of each Revolving Lender

                                       36
<PAGE>

to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, the Total Revolving
Outstandings (with the aggregate amount of each Lender's risk participation and
funded participation in L/C Obligations and Swing Line Loans being deemed "held"
by such Lender for purposes of this definition); provided, however, that the
Revolving Commitment of, and the portion of the Total Revolving Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Revolving Lenders.

      "Responsible Officer" means the chief executive officer, president, chief
financial officer, principal accounting officer or treasurer of any Loan Party
or any other officer of a Loan Party or of the Loan Party which is the general
partner or manager of a Loan Party which has been identified in writing to the
Administrative Agent by any such officer of the Loan Party Representative as
being the officer of such Loan Party or such Loan Party which is the partner or
manager of such Loan Party responsible for overseeing the administration of, or
reviewing compliance with, all or any portion of this Agreement or any of the
other Loan Documents on behalf of such Loan Party. Any document delivered
hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate,
limited liability company, partnership and/or other action on the part of such
Loan Party and such Responsible Officer shall be conclusively presumed to have
acted on behalf of such Loan Party in such capacity (and not in his or her
individual capacity).

      "Restricted Payment" means (a) any dividend or other distribution (whether
in cash, securities or other property) with respect to any Equity Interest of
any Consolidated Party (including, without limitation, any payment in connection
with any dissolution, merger, consolidation or disposition involving Restricted
Subsidiaries), (b) any payment of principal, interest or other amount in respect
of any Indebtedness of any Consolidated Party payable to any Affiliate of such
Consolidated Party (other than a Consolidated Borrower Party) or (c) any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such Equity Interest or on
account of any return of capital to any Consolidated Party's stockholders,
partners or members (or the equivalent Persons thereof) or any such Indebtedness
of a Consolidated Party which is due to any Affiliate of such Consolidated
Party.

      "Restricted Subsidiary" means each direct or indirect Subsidiary of
Holdings that is not an Unrestricted Subsidiary.

      "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period.

      "Revolving Commitment" means, as to each Lender, its obligation to (a)
make Revolving Loans to the Borrower pursuant to Section 2.01(d), (b) purchase
participations in L/C Obligations and (c) purchase participations in Swing Line
Loans, collectively, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender's name on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement and "Revolving Commitments" means the
Revolving Commitments of all the Revolving Lenders.

                                       37
<PAGE>

      "Revolving Facility" means, as the context requires, (a) the Revolving
Commitments and (b) the Total Revolving Outstandings. On the Closing Date the
Revolving Facility is equal to $100,000,000.

      "Revolving Lender" means each Lender with a Revolving Commitment, and if
the Revolving Commitments have been terminated pursuant to Section 8.02, each
Lender holding any outstanding Revolving Loans or participations in outstanding
Swing Line Loans and L/C Obligations.

      "Revolving Loan" has the meaning specified in Section 2.01(d).

      "RTFC" means Rural Telephone Finance Cooperative.

      "RTFC Fixed Rate" means, for any Interest Period for all RTFC Fixed Rate
Loans comprising part of the same Borrowing, a fixed interest rate per annum
equal to the sum of (a) the fixed rate of interest that is available and in
effect for loans similarly classified (as a 10% SCC loan) pursuant to RTFC
policies and procedures in effect on the date of the election of such Interest
Period, plus (b) the RTFC Margin.

      "RTFC Fixed Rate Loan" means a Tranche C Term Loan or Tranche D Term Loan
that bears interest based on the RTFC Fixed Rate.

      "RTFC Make Whole Premium" means, in respect of all or a portion of any
RTFC Fixed Rate Loan which is prepaid pursuant to the terms of Section 2.05
prior to the end of an Interest Period (or converted to another Type prior to
the end of an Interest Period), the excess, if any, of (i) the present value of
the amount of interest that would have accrued during the applicable Interest
Period on that portion of such RTFC Fixed Rate Loan to be prepaid or converted
(calculated without regard to the RTFC Margin) over (ii) the present value of
the amount of interest the holders of such RTFC Fixed Rate Loan would earn if
that portion of such RTFC Fixed Rate Loan to be prepaid or converted was
reinvested for the remainder of the applicable Interest Period in U.S. Treasury
obligations with a maturity comparable to the remaining term of the applicable
Interest Period. For purposes of calculating the present value in (i) and (ii)
above, the discount rate will be the rate of interest accruing on the U.S.
Treasury obligations described in (ii) above.

      "RTFC Margin" means 1.18%.

      "RTFC Patronage Distribution" means a patronage capital refund made by
RTFC to any Consolidated Party pursuant to RTFC policies and procedures in
effect from time to time based on the percentage that the Borrower's interest
payments on Tranche C Term Loans and Tranche D Term Loans during any period have
contributed to RTFC's net margins for such period. RTFC Patronage Distributions
do not include amortization payments made by RTFC from time to time in respect
of its SCCs.

      "RTFC Variable Rate" means a fluctuating interest rate per annum in effect
from time to time, which rate per annum shall at all times be equal to the sum
of (a) the variable rate of interest established by RTFC from time to time for
loans similarly classified (as a 10% SCC loan) pursuant to RTFC policies and
procedures then in effect as its standard monthly quoted

                                       38
<PAGE>

long term variable interest rate as available in effect from time to time, plus
(b) the RTFC Margin.

      "RTFC Variable Rate Loan" means a Tranche C Term Loan or a Tranche D Term
Loan that bears interest based on the RTFC Variable Rate.

      "Sale and Leaseback Transaction" means any arrangement pursuant to which
any Consolidated Party, directly or indirectly, becomes liable as lessee,
guarantor or other surety with respect to any lease, whether an Operating Lease
or a Capitalized Lease, of any Property that such Consolidated Party (a) has
sold or transferred (or is to sell or transfer) to, or arranged the purchase by,
a Person other than a Consolidated Party or (b) intends to use for substantially
the same purpose as any other Property that has been sold or is transferred (or
is to be sold or transferred) by such Consolidated Party to a Person other than
a Consolidated Party in connection with such lease.

      "S&P" means Standard & Poor's Ratings Services, a division of The McGraw
Hill Companies, Inc., and any successor in interest.

      "Sarbanes-Oxley" means the Sarbanes-Oxley Act of 2002.

      "SBC Profits Interest Agreement" has the meaning provided in the Pledge
and Security Agreement.

      "SCC" means a non-interest bearing, amortizing subordinated capital
certificate of RTFC.

      "SCC Collateral" has the meaning provided in the Pledge and Security
Agreement.

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "Secured Cash Management Services Agreement" means any Cash Management
Services Agreement that is entered into by and between any Loan Party and any
Cash Management Bank.

      "Secured Party" means the Administrative Agent, each Lender, the L/C
Issuer, each Swap Bank and each Cash Management Bank.

      "Secured Swap Contract" means any Swap Contract required or permitted
under this Agreement that is entered into by and between any Loan Party and any
Swap Bank.

      "Securities Laws" means the Securities Act of 1933, the Securities
Exchange Act of 1934, Sarbanes - Oxley and the applicable accounting and
auditing principles, rules, standards and practices, promulgated, approved or
incorporated by the SEC or the Public Company Accounting Oversight Board.

      "Southwest" means Valor Telecommunications Southwest, LLC, a Delaware
limited liability company.

                                       39
<PAGE>

      "Southwest II" means Valor Telecommunications Southwest II, LLC, a
Delaware limited liability company.

      "Sponsors" means each of (a) Welsh, Carson, Anderson & Stowe VIII, L.P., a
Delaware limited partnership, Welsh, Carson, Anderson & Stowe IX, L.P., a
Delaware limited partnership, and their Affiliates, and (b) Vestar Capital
Partners III, L.P., a Delaware limited partnership, Vestar Capital Partners IV,
L.P., a Delaware limited partnership, and their Affiliates.

      "Subject Properties" has the meaning specified in Section 5.13(a).

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
Holdings.

      "Swap Bank" means any party to a Swap Contract with any Consolidated Party
which party was a Lender or an Affiliate of a Lender (either under this
Agreement or the Existing Senior Credit Agreement) at the time it entered into
such Swap Contract.

      "Swap Contract" means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

      "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

                                       40
<PAGE>

      "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.04.

      "Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor Swing Line Lender hereunder.

      "Swing Line Loan" has the meaning specified in Section 2.04(a).

      "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.04(b), which, if in writing, shall be substantially in the form of
Exhibit B hereto.

      "Swing Line Sublimit" means an amount equal to the lesser of (a)
$20,000,000 and (b) the Revolving Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Revolving Commitments.

      "Syndication Agents" means JPMorgan Chase Bank, N.A., and Merrill, Lynch,
Pierce, Fenner & Smith Incorporated, in their capacity as syndication agents.

      "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

      "Term Facility" means, collectively, the Tranche B Term Facility, the
Tranche C Term Facility and the Tranche D Term Facility.

      "Termination Date" means for any Loan Party the date on which the latest
of the following events occurs:

            (a) the payment in full in cash of the Obligations of such Loan
Party, including any Enforcement Expenses and all other amounts payable by such
Loan Party under this Agreement and the other Loan Documents;

            (b) the termination or expiration of the Availability Period;

            (c) the earliest of (i) the date on which all Letters of Credit have
been returned to the Administrative Agent, (ii) the date on which all Letters of
Credit have been terminated or expired and no L/C Obligations shall remain
outstanding, including by reason of the operation of Rule 3.14 of the ISP or
(iii) the date on which all Letters of Credit have been Cash Collateralized; and

            (d) the termination or expiration of all Secured Swap Contracts and
all Secured Cash Management Services Agreements;

provided, however, that if any Guarantor shall cease to be a Subsidiary of
Holdings in connection with any transaction permitted under Article VII, the
Termination Date for such Guarantor shall instead be the date on which such
transaction is consummated.

                                       41
<PAGE>

      "Term Loan" means, as the context may require, a Tranche B Term Loan, a
Tranche C Term Loan and/or a Tranche D Term Loan.

      "Threshold Amount" means $15,000,000.

      "Total Outstanding Amount" means, as of any date, (a) for any Tranche of
the Term Facility, the aggregate Outstanding Amount of all Loans of all Lenders
under such Tranche on such date and (b) for the Revolving Facility, the Total
Revolving Outstandings on such date.

      "Total Outstandings" means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.

      "Total Revolving Outstandings" means on any date the aggregate Outstanding
Amount of all Revolving Loans, Swing Line Loans and all L/C Obligations on such
date minus the amount of L/C Obligations which have been Cash Collateralized.

      "Tranche" means the portion of the Term Facility which is comprised of (a)
the Tranche B Term Loan Facility, (b) the Tranche C Term Loan Facility, or (c)
the Tranche D Term Loan Facility, as the context may require.

      "Tranche B Term Borrowing" means a borrowing consisting of simultaneous
Tranche B Term Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period, made by the Tranche B Term Lenders (or
converted from any Tranche C Term Loans pursuant to Section 11.06(b)(iii)).

      "Tranche B Term Commitment" means, as to each Lender, its obligation to
make Tranche B Term Loans to the Borrower pursuant to Section 2.01(a) in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender's name on Schedule 2.01 or in a Conversion Notice
or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

      "Tranche B Term Facility" means on any date (a) prior to the Tranche B
Term Borrowing(s) on the Closing Date, the Tranche B Term Commitments of all
Tranche B Term Lenders, and (b) thereafter, the Outstanding Amount of Tranche B
Term Loans of all Tranche B Term Lenders on such date. On the Closing Date the
Tranche B Term Facility is equal to $750,000,000. After the Closing Date the
Tranche B Term Facility may be increased by the conversion of any Tranche C Term
Loans to Tranche B Term Loans pursuant to Section 11.06(b)(iii).

      "Tranche B Term Lender" means each Lender with a Tranche B Term Commitment
or a Tranche B Term Loan (including any Tranche B Term Loan which has been
converted from a Tranche C Term Loan pursuant to Section 11.06(b)(iii)).

      "Tranche B Term Loan" has the meaning specified in Section 2.01(a) (and
shall include any Loan which has been converted from a Tranche C Term Loan
pursuant to Section 11.06(b)(iii)).

                                       42
<PAGE>

      "Tranche C Term Borrowing" means a borrowing consisting of simultaneous
Tranche C Term Loans of the same Type and, in the case of RTFC Fixed Rate Loans,
having the same Interest Period, made by the Tranche C Term Lenders.

      "Tranche C Term Commitment" means, as to each Lender, its obligation to
make Tranche C Term Loans to the Borrower pursuant to Section 2.01(b) in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender's name on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.

      "Tranche C Term Facility" means on any date, (a) prior to the Tranche C
Term Borrowing(s) on the Closing Date, the Tranche C Term Commitments of all
Tranche C Term Lenders and (b) thereafter, the Outstanding Amount of Tranche C
Term Loans of all Tranche C Term Lenders on such date. On the Closing Date the
Tranche C Term Facility is equal to $50,000,000. After the Closing Date the
Tranche C Term Facility may be decreased by the conversion of any Tranche C Term
Loans to Tranche B Term Loans pursuant to Section 11.06(b)(iii) (and by the
payment or prepayment of Tranche C Term Loans).

      "Tranche C Term Lender" means each Lender with a Tranche C Term Commitment
or a Tranche C Term Loan.

      "Tranche C Term Loan" has the meaning specified in Section 2.01(b).

      "Tranche D Term Borrowing" means a borrowing consisting of simultaneous
Tranche D Term Loans of the same Type and, in the case of RTFC Fixed Rate Loans,
having the same Interest Period, made by the Tranche D Term Lenders.

      "Tranche D Term Commitment" means, as to each Lender, its obligation to
make Tranche D Term Loans to the Borrower pursuant to Section 2.01(c) in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender's name on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.

      "Tranche D Term Facility" means on any date (a) prior to the Tranche D
Term Borrowing(s) on the Closing Date, the Tranche D Term Commitments of all
Tranche D Term Lenders and (b) thereafter, the Outstanding Amount of Tranche D
Term Loans of all Tranche D Term Lenders on such date. On the Closing Date the
Tranche D Term Facility is equal to $5,555,555.

      "Tranche D Term Lender" means each Lender with a Tranche D Term Commitment
or a Tranche D Term Loan.

      "Tranche D Term Loan" has the meaning specified in Section 2.01(c).

      "Transaction" means, collectively, the consummation of the following
transactions on the Closing Date:

                                       43
<PAGE>

            (a) a transaction or series of related transactions in which
Holdings Acquires all the outstanding Equity Interests of each Additional
Intermediate Holding Company, and directly or indirectly through one or more of
the Additional Intermediate Holding Companies, all the outstanding Equity
Interests of VTC;

            (b) the execution and delivery of the Loan Documents by the Loan
Parties and the initial funding of the Loans hereunder;

            (c) the issuance and sale by Holdings of shares of its common stock
in an IPO Transaction;

            (d) the contribution or advance of the proceeds of such IPO
Transaction by Holdings to the Borrower;

            (e) the issuance and sale of up to $400,000,000 principal amount of
Permitted Additional Debt in the form of unsecured senior notes of the Borrower
and Finance Company, as co-issuers, which notes will be guaranteed on an
unsecured basis by Holdings and its other Restricted Subsidiaries; and

            (f) the application of the proceeds of the initial Loans hereunder,
the proceeds of such IPO Transaction and the proceeds of such Permitted
Additional Debt, as follows:

                  (i) the prepayment in full of all the obligations under the
      Existing Facilities (other than any Loans under the Existing Senior Credit
      Agreement which are converted or continued into Loans under this Agreement
      pursuant to Section 2.01);

                  (ii) to pay former employees who hold options to acquire class
      B Equity Interests in Southwest amounts based on the initial offering
      price of the common stock of Holdings in consideration of the cancellation
      of such options;

                  (iii) to pay a single existing investor who continues to hold
      Equity Interests in Southwest an amount equal to the value of such Equity
      Interests under the Southwest Organization Documents, if any, in
      connection with the redemption of such interests; and

                  (iv) the payment of fees and expenses in connection with such
      transactions.

      "Transaction Documents" means, collectively, the Loan Documents and the
other documents executed by the Loan Parties in connection with the Transaction.
"Transaction Document" means any one of them.

      "Type" has the meaning specified in the definition of "Loan".

      "UCC" means the Uniform Commercial Code as from time to time in effect in
the State of New York or, with respect to any Collateral located in any state or
jurisdiction other than the State of New York, the Uniform Commercial Code as
from to time in effect in such state or jurisdiction.

                                       44
<PAGE>

      "Unaudited Financial Statements" means the unaudited consolidated
financial statements of VTC and its Subsidiaries dated September 30, 2004, and
the related consolidated statements of income or operations, shareholders'
equity and cash flows for the fiscal quarter ended on that date, subject to
year-end adjustments.

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      "United States" and "U.S." mean the United States of America.

      "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

      "Unrestricted Subsidiary" means each direct or indirect Subsidiary of
Holdings organized or Acquired after the Closing Date and Designated as an
Unrestricted Subsidiary by Holdings pursuant to Section 6.11. Each Subsidiary of
an Unrestricted Subsidiary shall be deemed to be an Unrestricted Subsidiary.

      "Voting Interests" means shares of capital stock issued by a corporation,
partnership interests issued by a limited partnership, membership interests
issued by a limited liability company or equivalent Equity Interests in any
other Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors, general partners
or managers (or Persons performing similar functions), as the case may be, of
such Person, even if the right so to vote has been suspended by the happening of
such a contingency.

      "VTC" means Valor Telecommunications, LLC, a Delaware limited liability
company.

      "Waiver Agreement" means, collectively, the Waiver Agreements and such
other subordinations of landlord statutory and contractual lien rights
agreements executed by the parties thereto, each substantially in the form of
Exhibit E to the Pledge and Security Agreement.

      "Wireless Partnership" means each of (a) CGKC&H Rural Cellular Limited
Partnership, a Texas limited partnership, (b) Texas RSA 15B2 Limited
Partnership, a Texas limited partnership, (c) CGKC&H No. 2 Rural Cellular
Limited Partnership, a Texas limited partnership, and (d) any other successor
Person with which any of them are consolidated or into which any of them are
merged or to which any of their material assets are sold, transferred, assigned
or otherwise conveyed.

      SECTION 1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document:

            (a) The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include," "includes" and "including" shall be deemed to
be followed by the phrase "without limitation." The word "will" shall be
construed to have the same meaning and effect as the word "shall." Unless the
context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other

                                       45
<PAGE>

or document (including this Agreement, any Organization Document and any
definition incorporated by reference in another document) shall be construed as
referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified and, in the case of any such
agreement, instrument or document relating to any Indebtedness, together with
any other agreement or agreements pursuant to which such Indebtedness may be
refinanced, restructured, renewed, extended, refunded or replaced, in each case,
in whole or in part (subject to any restrictions on such amendments, supplements
or modifications set forth herein or in any other Loan Document), (ii) any
reference herein to any Person shall be construed to include such Person's
successors and assigns permitted under this Agreement, (iii) the words "herein,"
"hereof" and "hereunder," and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and
not to any particular provision thereof, (iv) all references in a Loan Document
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, such Loan Document, (v)
any reference to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing or interpreting such Law and any reference to
any Law or regulation shall, unless otherwise specified, refer to such Law or
regulation as amended, modified or supplemented from time to time, and (vi) the
words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.

            (b) In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including;" the words "to"
and "until" each mean "to but excluding;" and the word "through" means "to and
including."

            (c) Each reference to "basis points" or "bps" shall be interpreted
in accordance with the convention that 100 bps = 1.0%.

            (d) Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

      SECTION 1.03 ACCOUNTING TERMS.

            (a) Generally. All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be
submitted pursuant to this Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements,
except as otherwise specifically prescribed herein.

            (b) Changes in GAAP. If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan
Document, and the Loan Party Representative or the Required Lenders shall so
request, the Administrative Agent, the Lenders and Holdings shall negotiate in
good faith to amend such ratio or requirement to preserve the original intent
thereof in light of such change in GAAP (subject to the approval of the Required
Lenders); provided that, until so amended, (i) such ratio or requirement shall

                                       46
<PAGE>

continue to be computed in accordance with GAAP prior to such change therein and
(ii) the Loan Parties shall provide to the Administrative Agent and the Lenders
financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect to
such change in GAAP.

            (c) Consolidated Parties. Any reference made in this Agreement or
any other Loan Document to any consolidated financial statement or statements of
the Consolidated Parties means such financial statement or statements prepared
on a combined basis for the Consolidated Parties pursuant to GAAP and accounting
for any Unrestricted Subsidiary on an unconsolidated basis as investments, not
utilizing the equity method.

      SECTION 1.04 ROUNDING. Any financial ratios required to be maintained by
the Consolidated Parties pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).

      SECTION 1.05 TIMES OF DAY. Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).

      SECTION 1.06 LETTER OF CREDIT AMOUNTS. Unless otherwise specified herein,
the amount of a Letter of Credit at any time shall be deemed to be the stated
amount of such Letter of Credit in effect at such time; provided, however, that
with respect to any Letter of Credit that by its terms or the terms of any
Issuer Document related thereto, provides for one or more automatic increases in
the stated amount thereof, the amount of such Letter of Credit shall be deemed
to be the maximum stated amount of such Letter of Credit after giving effect to
all such increases, whether or not such maximum stated amount is in effect at
such time.

                                   ARTICLE II
                        COMMITMENTS AND CREDIT EXTENSIONS

      SECTION 2.01 TERM LOANS AND REVOLVING LOANS. (a) (i) Subject to the terms
and conditions set forth herein, each Tranche B Term Lender severally agrees to
make a single loan, or pursuant to a timely Conversion Notice delivered in
accordance with clause (ii) below, elect to convert all or a portion of such
Lender's existing Tranche B Term Loans under the Existing Senior Credit
Agreement into a loan under this Agreement (each such loan, a "Tranche B Term
Loan") to the Borrower on the Closing Date and in an aggregate amount, not to
exceed such Tranche B Term Lender's Tranche B Term Commitment on the Closing
Date. Each Tranche B Term Borrowing by the Borrower made on the Closing Date
shall consist of Tranche B Term Loans made to the Borrower simultaneously by the
Tranche B Term Lenders ratably according to their Tranche B Term Commitments.
Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be
reborrowed.

                  (i) In connection with the making of the Tranche B Term Loans
      pursuant to clause (i) above, by delivering irrevocable written notice (a
      "Conversion Notice") to the Administrative Agent (in such form as the
      Administrative Agent may

                                       47
<PAGE>

      reasonably request) on or prior to the Closing Date, each and every lender
      under the Existing Senior Credit Agreement which has confirmed its Tranche
      B Term Commitment pursuant to such Conversion Notice is hereby offered the
      opportunity to convert, and may elect to convert all or a portion of the
      outstanding principal amount of the Tranche B Term Loans (as such terms
      are defined in the Existing Senior Credit Agreement) held by such lender
      into Tranche B Term Loans hereunder in a principal amount equal to the
      amount of the Tranche B Term Loans so converted (each such Tranche B Term
      Loan to the extent it is to be so converted, a "Converted Loan") and such
      Converted Loans shall be treated for all purposes hereunder as applying
      towards such lender's Tranche B Term Loans requested by the Borrower to be
      made on the Closing Date pursuant to clause (i) of this Section 2.01(a).

                  (ii) On the Closing Date, the Converted Loans shall be
      converted for all purposes of this Agreement into Tranche B Term Loans,
      and the Administrative Agent shall record in the Register the aggregate
      amount of Converted Loans converted into Tranche B Term Loans. Any
      Conversion Notice to the Administrative Agent delivered by any lender
      under the Existing Senior Credit Agreement pursuant to this Section shall
      confirm the amount of such lender's Tranche B Term Commitment and the
      principal amount of Loans under the Existing Senior Credit Agreement held
      by such lender that are to be converted into Tranche B Term Loans.
      Delivery of a duly executed Conversion Notice shall obviate the need for
      any lender under the Existing Senior Credit Agreement delivering such a
      notice with respect to Converted Loans equal to all its Tranche B Term
      Commitments to execute this Agreement and such Conversion Notice shall be
      deemed for all purposes to be a signature to this Agreement. In addition,
      the Administrative Agent may append to this Agreement a supplement to
      Schedule 2.01 showing all Lenders holding Tranche B Term Loans on the
      Closing Date and indicating the amount thereof and whether such Lenders
      made or converted the Tranche B Term Loans on the Closing Date.

            (b) Subject to the terms and conditions set forth herein, the
initial Tranche C Term Lender agrees to continue a portion of its Tranche C Term
Loans (as that term is defined in the Existing Senior Credit Agreement) as a
loan hereunder (a "Tranche C Term Loan") to the Borrower on the Closing Date and
in an aggregate amount not to exceed such Tranche C Term Lender's Tranche C Term
Commitment on the Closing Date. Amounts borrowed under this Section 2.01(b) and
repaid or prepaid may not be reborrowed.

            (c) Subject to the terms and conditions set forth herein, the
initial Tranche D Term Lender agrees to continue a portion of its Tranche D Term
Loans (as that term is defined in the Existing Senior Credit Agreement) as a
loan hereunder (a "Tranche D Term Loan") to the Borrower on the Closing Date and
in an aggregate amount not to exceed such Tranche D Term Lender's Tranche D Term
Commitment on the Closing Date. Amounts borrowed under this Section 2.01(c) and
repaid or prepaid may not be reborrowed.

            (d) Subject to the terms and conditions set forth herein, each
Revolving Lender severally agrees to make loans (each such loan, a "Revolving
Loan") to the Borrower from time to time, on any Business Day during the
Availability Period for Revolving Loans, in an aggregate amount not to exceed at
any time outstanding the amount of such Revolving

                                       48
<PAGE>

Lender's Revolving Commitment; provided, however, that after giving effect to
any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed
the Revolving Commitments, and (ii) the aggregate Outstanding Amount of the
Revolving Loans of any Revolving Lender, plus such Lender's Applicable
Percentage of the Outstanding Amount of all L/C Obligations plus, such Lender's
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender's Revolving Commitment. Within the limits of each
Revolving Lender's Commitment, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.01(d), prepay under Section
2.05, and reborrow under this Section 2.01(d).

            (e) Revolving Loans and Tranche B Term Loans may be Base Rate Loans
or Eurodollar Rate Loans, and Tranche C Term Loans and Tranche D Term Loans may
be RTFC Fixed Rate Loans or RTFC Variable Rate Loans, as further provided
herein.

      SECTION 2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

            (a) Each Borrowing, each conversion of Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans or RTFC Fixed Rate Loans
shall be made upon the Borrower's or the Loan Party Representative's irrevocable
notice to the Administrative Agent and, if such Loan is being converted to
either a RTFC Fixed Rate Loan or a RTFC Variable Rate Loan, to the RTFC, which
may be given by telephone. Each such notice must be received by the
Administrative Agent, and if applicable, the RTFC, not later than 11:00 a.m. (i)
three Business Days prior to the requested date of any Borrowing of, conversion
to, or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar
Rate Loans to Base Rate Loans, (ii) on the requested date of any Borrowing of
Base Rate Loans, (iii) five Business Days prior to the requested date of any
Borrowing of, conversion to, or continuation of RTFC Fixed Rate Loans or
conversion of RTFC Fixed Rate Loans to RTFC Variable Rate Loans and (iv) one
Business Day prior to the requested date of any Borrowing of RTFC Variable Rate
Loans. Each telephonic notice by the Loan Party Representative pursuant to this
Section 2.02(a) must be confirmed promptly by delivery to the Administrative
Agent and the RTFC, if applicable, of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Loan Party Representative.
Each conversion of RTFC Variable Rate Loans to RTFC Fixed Rate Loans and each
continuation of RTFC Fixed Rate Loans for an additional Interest Period shall be
effective only with the written consent of the Tranche C Term Lenders or the
Tranche D Term Lenders affected by such conversion or continuation. Each
Borrowing of, conversion to, or continuation of, Eurodollar Rate Loans shall be
in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of
or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or
a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether
telephonic or written) shall specify (A) whether the Borrower or the Loan Party
Representative is requesting a Borrowing, a conversion of Loans from one Type to
the other, or a continuation of Eurodollar Rate Loans or RTFC Fixed Rate Loans,
(B) the requested date of the Borrowing, conversion or continuation, as the case
may be (which shall be a Business Day), (C) the principal amount of Loans to be
borrowed, converted or continued, (D) the Facility and the Type of Loans under
such Facility to be borrowed or to which existing Loans under such Facility are
to be converted or continued, and (E) if applicable, the duration of the
Interest Period with respect thereto. In the case of the Revolving Facility or
the Tranche B Term Facility, if the

                                       49
<PAGE>

Borrower or the Loan Party Representative fails to specify a Type of Loan in a
Loan Notice, or if the Borrower or the Loan Party Representative fails to give a
timely notice requesting a conversion or continuation of Loans under any such
Facility or if a Default has occurred and is continuing, then the applicable
Loans under such Facility shall be made as, or converted to, Base Rate Loans. In
the case of Tranche C Term Loans and Tranche D Term Loans, if the Borrower or
the Loan Party Representative fails to specify a Type of Loan in a Loan Notice,
or if the Borrower or the Loan Party Representative fails to give timely notice
requesting a conversion or continuation of Loans under any such Facility or if a
Default has occurred and is continuing or if the affected Tranche C Term Lenders
or Tranche D Term Lenders do not consent to any requested conversion of RTFC
Variable Rate Loans to RTFC Fixed Rate Loans or to any continuation of RTFC
Fixed Rate Loans for an additional Interest Period, then the applicable Loans
under such Facility shall be made as, or converted to, RTFC Variable Rate Loans.
Any such automatic conversion to Base Rate Loans or RTFC Variable Rate Loans, as
applicable, shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loans or RTFC Fixed Rate
Loans. Upon the occurrence and during the continuation of a Default, the
obligation of the Lenders to make, continue or convert Loans into Eurodollar
Rate Loans or RTFC Fixed Rate Loans shall be suspended. If the Borrower or the
Loan Party Representative requests a Borrowing of, conversion to, or
continuation of, Eurodollar Rate Loans in any such Loan Notice, but fails to
specify an Interest Period, the Borrower will be deemed to have specified an
Interest Period of one month.

            (b) Following receipt of a Loan Notice in respect of a Facility, the
Administrative Agent shall promptly notify each Lender under such Facility of
the amount of its Applicable Percentage of the applicable Loans, and if no
timely notice of a conversion or continuation is provided by the Loan Party
Representative, the Administrative Agent shall notify each applicable Lender of
the details of any automatic conversion to Base Rate Loans or RTFC Variable Rate
Loans described in the preceding subsection (a). In the case of a Borrowing,
each applicable Lender shall make the amount of its Loan available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m. on the Business Day specified in the
applicable Loan Notice. Upon satisfaction of the applicable conditions set forth
in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section
4.01), the Administrative Agent shall make all funds so received available to
the Borrower in like funds as received by the Administrative Agent either by (i)
crediting an account of the Borrower on the books of Bank of America with the
amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the Loan Party Representative; provided, however, that
if, on the date a Loan Notice with respect to a Revolving Borrowing is given by
the Loan Party Representative, there are Swing Line Loans or L/C Borrowings
outstanding, then the proceeds of such Revolving Borrowing shall be applied,
first, to the payment in full of any such L/C Borrowings, and second, to the
payment in full of any such Swing Line Loans, and third, to the Borrower as
provided above.

            (c) Except as otherwise provided herein, a Eurodollar Rate Loan and
RTFC Fixed Rate Loan may be continued or converted only on the last day of an
Interest Period for such Eurodollar Rate Loan or RTFC Fixed Rate Loan, as
applicable. During the existence of a Default, no Loans may be requested as,
converted to, or continued as, Eurodollar Rate Loans or RTFC Fixed Rate Loans
without the consent of the Required Lenders.

                                       50
<PAGE>

            (d) The Administrative Agent shall promptly notify the Loan Party
Representative and the applicable Lenders of the interest rate applicable to any
Interest Period for Eurodollar Rate Loans upon determination of such interest
rate. At any time that Base Rate Loans are outstanding, the Administrative Agent
shall notify the Loan Party Representative and the applicable Lenders of any
change in Bank of America's prime rate used in determining the Base Rate
promptly following the public announcement of such change. As applicable, the
Administrative Agent shall notify the Loan Party Representative and the
applicable Lenders of the applicable rate, if any, furnished by RTFC, after
consultation by the Administrative Agent with RTFC as to its then current
applicable policies and procedures.

            (e) After giving effect to all Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than ten Interest Periods in effect with respect to
Revolving Loans, ten Interest Periods in effect with respect to Tranche B Term
Loans, three Interest Periods in effect with respect to Tranche C Term Loans and
two Interest Periods in effect with respect to Tranche D Term Loans.

            (f) The failure of any Lender to make any Loan to be made by it as
part of any Borrowing shall not relieve any other Lender of its obligation, if
any, hereunder to make its Loan on the date of such Borrowing, but no Lender
shall be responsible for the failure of any other Lender to make any Loan to be
made by such other Lender on the date of any Borrowing.

      SECTION 2.03 LETTERS OF CREDIT.

            (a) The Letter of Credit Commitment.

                  (i) Subject to the terms and conditions set forth herein, (A)
      the L/C Issuer agrees, in reliance upon the agreements of the Revolving
      Lenders set forth in this Section 2.03, (1) from time to time on any
      Business Day during the period from the Closing Date until the Letter of
      Credit Expiration Date, to issue Letters of Credit for the account of the
      Borrower, and to amend Letters of Credit previously issued by it, in
      accordance with subsection (b) below, and (2) to honor drafts under the
      Letters of Credit, and (B) the Revolving Lenders severally agree to
      participate in Letters of Credit issued for the account of the Borrower;
      provided that after giving effect to any L/C Credit Extension with respect
      to any Letter of Credit, (x) the Total Revolving Outstandings shall not
      exceed the Revolving Commitments, (y) the aggregate Outstanding Amount of
      the Revolving Loans of any Revolving Lender, plus such Revolving Lender's
      Applicable Percentage of the Outstanding Amount of all L/C Obligations
      plus such Revolving Lender's Applicable Percentage of the Outstanding
      Amount of all Swing Line Loans shall not exceed such Revolving Lender's
      Revolving Commitment, and (z) the Outstanding Amount of the L/C
      Obligations shall not exceed the Letter of Credit Sublimit. Each request
      by the Borrower or the Loan Party Representative for the issuance or
      amendment of a Letter of Credit for the account of the Borrower shall be
      deemed a representation by the Borrower that the L/C Credit Extension so
      requested complies with the conditions set forth in the proviso to the
      preceding sentence. Within the foregoing limits, and subject to the terms
      and conditions hereof, the Borrower's ability to obtain Letters of Credit
      shall be fully revolving, and accordingly the Borrower

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<PAGE>

      may, during the foregoing period, obtain Letters of Credit to replace
      Letters of Credit that have expired or that have been drawn upon and
      reimbursed.

                  (ii)  The L/C Issuer shall not issue any Letter of Credit, if:

                        (A) subject to Section 2.03(b)(iii), the expiry date of
            such requested Letter of Credit would occur more than twelve months
            after the date of issuance or last renewal, unless the Required
            Revolving Lenders have approved such expiry date; or

                        (B) the expiry date of such requested Letter of Credit
            would occur after the Letter of Credit Expiration Date, unless all
            the Revolving Lenders have approved such expiry date.

                  (iii) The L/C Issuer shall not be under any obligation to
      issue any Letter of Credit if:

                        (A) any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain the L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to the L/C Issuer or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over the L/C Issuer shall prohibit, or
            request that the L/C Issuer refrain from, the issuance of letters of
            credit generally or such Letter of Credit in particular or shall
            impose upon the L/C Issuer with respect to such Letter of Credit any
            restriction, reserve or capital requirement (for which the L/C
            Issuer is not otherwise compensated hereunder) not in effect on the
            Closing Date, or shall impose upon the L/C Issuer any unreimbursed
            loss, cost or expense which was not applicable on the Closing Date
            and which the L/C Issuer in good faith deems material to it;

                        (B) except as otherwise agreed by the Administrative
            Agent and the L/C Issuer, such Letter of Credit is in an initial
            stated amount less than $50,000;

                        (C) such Letter of Credit is denominated in a currency
            other than Dollars; or

                        (D) a default of any Lender's obligations to fund under
            Section 2.03(c) exists or any Lender is at such time a Defaulting
            Lender hereunder, unless the L/C Issuer has entered into
            satisfactory arrangements with the Borrower to eliminate the L/C
            Issuer's risk with respect to such Lender.

                  (iv) The L/C Issuer shall not amend any Letter of Credit if
      the L/C Issuer would not be permitted at such time to issue such Letter of
      Credit in its amended form under the terms hereof.

                  (v) The L/C Issuer shall be under no obligation to amend any
      Letter of Credit if (A) the L/C Issuer would have no obligation at such
      time to issue such Letter of

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<PAGE>

      Credit in its amended form under the terms hereof, or (B) the beneficiary
      of such Letter of Credit does not accept the proposed amendment to such
      Letter of Credit.

                  (vi) The L/C Issuer shall act on behalf of the Revolving
      Lenders with respect to any Letters of Credit issued by it and the
      documents associated therewith, and the L/C Issuer shall have all of the
      benefits and immunities (A) provided to the Administrative Agent in
      Article X with respect to any acts taken or omissions suffered by the L/C
      Issuer in connection with Letters of Credit issued by it or proposed to be
      issued by it and Issuer Documents pertaining to such Letters of Credit as
      fully as if the term "Administrative Agent" as used in Article X included
      the L/C Issuer with respect to such acts or omissions, and (B) as
      additionally provided herein with respect to the L/C Issuer.

            (b) Procedures for Issuance and Amendment of Letters of Credit; Auto
Extension Letters of Credit.

                  (i) Each Letter of Credit shall be issued or amended, as the
      case may be, upon the request of the Borrower or the Loan Party
      Representative delivered to the L/C Issuer (with a copy to the
      Administrative Agent) in the form of a Letter of Credit Application,
      appropriately completed and signed by a Responsible Officer of the
      Borrower or the Loan Party Representative on behalf of the Borrower. Such
      Letter of Credit Application must be received by the L/C Issuer and the
      Administrative Agent not later than 11:00 a.m. at least two Business Days
      (or such later date and time as the L/C Issuer may agree in a particular
      instance in its sole discretion) prior to the proposed issuance date or
      date of amendment, as the case may be. In the case of a request for an
      initial issuance of a Letter of Credit, such Letter of Credit Application
      shall specify in form and detail satisfactory to the L/C Issuer the
      following: (A) the proposed issuance date of the requested Letter of
      Credit (which shall be a Business Day); (B) the amount thereof; (C) the
      expiry date thereof; (D) the name and address of the beneficiary thereof;
      (E) the documents to be presented by such beneficiary in case of any
      drawing thereunder; (F) the full text of any certificate to be presented
      by such beneficiary in case of any drawing thereunder; and (G) such other
      matters as the L/C Issuer may reasonably require. In the case of a request
      for an amendment of any outstanding Letter of Credit, such Letter of
      Credit Application shall specify in form and detail satisfactory to the
      L/C Issuer the following: (A) the Letter of Credit to be amended; (B) the
      proposed date of amendment thereof (which shall be a Business Day); (C)
      the nature of the proposed amendment; and (D) such other matters as the
      L/C Issuer may reasonably require.

                  (ii) Promptly after receipt of any Letter of Credit
      Application, the L/C Issuer will confirm with the Administrative Agent (by
      telephone or in writing) that the Administrative Agent has received a copy
      of such Letter of Credit Application from the Borrower or the Loan Party
      Representative and, if not, the L/C Issuer will provide the Administrative
      Agent with a copy thereof. Unless the L/C Issuer has received written
      confirmation from any Revolving Lender, the Administrative Agent or any
      Loan Party, at least one Business Day prior to that the requested issuance
      or amendment of the applicable Letter of Credit, that one or more of the
      applicable conditions contained in Article IV shall not have been
      satisfied, then, subject to the terms and conditions hereof, the L/C
      Issuer shall, on the requested date, issue a Letter of Credit for the
      account of the

                                       53
<PAGE>

      Borrower or enter into the applicable amendment, as the case may be, in
      each case in accordance with the L/C Issuer's usual and customary business
      practices. Immediately upon the issuance of each Letter of Credit, each
      Revolving Lender shall be deemed to, and hereby irrevocably and
      unconditionally agrees to, purchase from the L/C Issuer a risk
      participation in such Letter of Credit in an amount equal to the product
      of such Revolving Lender's Applicable Percentage times the amount of such
      Letter of Credit.

                  (iii) If the Borrower or the Loan Party Representative so
      requests in any applicable Letter of Credit Application, the L/C Issuer
      may, in its sole and absolute discretion, agree to issue a Letter of
      Credit that has automatic extension provisions (each, an "Auto-Extension
      Letter of Credit"); provided that any such Auto-Extension Letter of Credit
      must permit the L/C Issuer to prevent any such extension at least once in
      each twelve-month period (commencing with the date of issuance of such
      Letter of Credit) by giving prior notice to the beneficiary thereof not
      later than a day (the "Non-Extension Notice Date") in each such
      twelve-month period to be agreed upon at the time such Letter of Credit is
      issued. Unless otherwise directed by the L/C Issuer, neither the Borrower
      nor the Loan Party Representative shall be required to make a specific
      request to the L/C Issuer for any such extension. Once an Auto-Extension
      Letter of Credit has been issued, the Revolving Lenders shall be deemed to
      have authorized (but may not require) the L/C Issuer to permit the
      extension of such Letter of Credit at any time to an expiry date not later
      than the Letter of Credit Expiration Date; provided, however, that the L/C
      Issuer shall not permit any such extension if (A) the L/C Issuer has
      determined that it would not be permitted, or would have no obligation, at
      such time to issue such Letter of Credit in its revised form (as extended)
      under the terms hereof (by reason of the provisions of clause (ii) or
      (iii) of Section 2.03(a) or otherwise), or (B) it has received notice
      (which may be by telephone or in writing) on or before the day that is
      five Business Days before the Non-Extension Notice Date (1) from the
      Administrative Agent that the Required Revolving Lenders have elected not
      to permit such extension or (2) from the Administrative Agent, any
      Revolving Lender or the Loan Party Representative that one or more of the
      applicable conditions specified in Section 4.02 is not then satisfied, and
      in each such case directing the L/C Issuer not to permit such extension.

                  (iv) Promptly after its delivery of any Letter of Credit or
      any amendment to a Letter of Credit to an advising bank with respect
      thereto or to the beneficiary thereof, the L/C Issuer will also deliver to
      the Loan Party Representative and the Administrative Agent a true and
      complete copy of such Letter of Credit or amendment.

                  (v) If the Borrower or the Loan Party Representative so
      requests in any applicable Letter of Credit Application, the L/C Issuer
      may, in its sole and absolute discretion, agree to issue a Letter of
      Credit that permits the automatic reinstatement of all or a portion of the
      stated amount thereof after any drawing thereunder (each, an
      "Auto-Reinstatement Letter of Credit"). Unless otherwise directed by the
      L/C Issuer, neither the Borrower nor the Loan Party Representative shall
      be required to make a specific request to the L/C Issuer to permit such
      reinstatement. Once an Auto-Reinstatement Letter of Credit has been
      issued, except as provided in the following sentence, the Revolving
      Lenders shall be deemed to have authorized (but may not require) the L/C
      Issuer to

                                       54
<PAGE>

      reinstate all or a portion of the stated amount thereof in accordance with
      the provisions of such Letter of Credit. Notwithstanding the foregoing,
      each Auto-Reinstatement Letter of Credit shall permit the L/C Issuer to
      decline to reinstate all or any portion of the stated amount thereof after
      a drawing thereunder by giving notice of such non-reinstatement within a
      period of time (which shall not be less than 10 days) after such drawing
      (the "Non-Reinstatement Deadline"), and the L/C Issuer shall not permit
      such reinstatement if (A) it has received a notice (which may be by
      telephone or in writing) on or before the day that is five Business Days
      before the Non-Reinstatement Deadline (1) from the Administrative Agent
      that the Required Revolving Lenders have elected not to permit such
      reinstatement or (2) from the Administrative Agent, any Revolving Lender
      or the Loan Party Representative that one or more of the applicable
      conditions specified in Section 4.02 is not then satisfied (treating such
      reinstatement as an L/C Credit Extension for purposes of this clause) and,
      in each case, directing the L/C Issuer not to permit such reinstatement or
      (B) it has not been reimbursed for such drawing prior to the
      Non-Reinstatement Deadline.

            (c) Drawings and Reimbursements; Funding of Participations.

                  (i) Upon receipt from the beneficiary of any Letter of Credit
      of any notice of a drawing under such Letter of Credit, the L/C Issuer
      shall notify the Loan Party Representative and the Administrative Agent
      thereof and shall state the date payment shall be made by the L/C Issuer
      under a Letter of Credit (each such date, an "Honor Date"). Not later than
      11:00 a.m. on (A) the Honor Date, if either (1) an Event of Default has
      occurred and is continuing, or (2) no Event of Default has then occurred
      and is continuing, and the Loan Party Representative has received such
      notice no later than the Business Day prior to the Honor Date, or (B)
      otherwise, on the Business Day after the Loan Party Representative
      receives such notice, the Borrower shall reimburse the L/C Issuer through
      the Administrative Agent in an amount equal to the amount of such drawing.
      If the Borrower fails to so reimburse the L/C Issuer by such time, the
      Administrative Agent shall promptly notify each Revolving Lender of the
      Honor Date, the amount of the unreimbursed drawing on the applicable
      Letter of Credit (the "Unreimbursed Amount"), and the amount of such
      Revolving Lender's Applicable Percentage thereof. In such event, the
      Borrower shall be deemed to have requested a Revolving Borrowing of Base
      Rate Loans to be disbursed on the Honor Date in an amount equal to the
      Unreimbursed Amount, without regard to the minimum and multiples specified
      in Section 2.02 for the principal amount of Base Rate Loans, but subject
      to the amount of the unutilized portion of the Revolving Commitments and
      the conditions set forth in Section 4.02 (other than the delivery of a
      Loan Notice). Any notice given by the L/C Issuer or the Administrative
      Agent pursuant to this Section 2.03(c)(i) may be given by telephone if
      immediately confirmed in writing; provided that the lack of such an
      immediate confirmation shall not affect the conclusiveness or binding
      effect of such notice.

                  (ii) Each Revolving Lender shall upon any notice pursuant to
      Section 2.03(c)(i) make funds available to the Administrative Agent for
      the account of the L/C Issuer at the Administrative Agent's Office in an
      amount equal to its Applicable Percentage of the Unreimbursed Amount not
      later than 1:00 p.m. on the Business Day

                                       55
<PAGE>

      specified in such notice by the Administrative Agent (if such notice is
      delivered not later than 11:00 a.m. on such Business Day, otherwise on the
      next Business Day), whereupon, subject to the provisions of Section
      2.03(c)(iii), each Revolving Lender that so makes funds available shall be
      deemed to have made a Base Rate Loan to the Borrower in such amount. The
      Administrative Agent shall remit the funds so received to the L/C Issuer.

                  (iii) With respect to any Unreimbursed Amount that is not
      fully refinanced by a Revolving Borrowing of Base Rate Loans because the
      conditions set forth in Section 4.02 cannot be satisfied or for any other
      reason, the Borrower shall be deemed to have incurred from the L/C Issuer
      an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
      refinanced, which L/C Borrowing shall be due and payable on demand
      (together with interest) and shall bear interest at the Default Rate. In
      such event, each Revolving Lender's payment to the Administrative Agent
      for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be
      deemed payment in respect of its participation in such L/C Borrowing and
      shall constitute an L/C Advance from such Revolving Lender in satisfaction
      of its participation obligation under this Section 2.03.

                  (iv) Until each Revolving Lender funds its Revolving Loan or
      L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer
      for any amount drawn under any Letter of Credit, interest in respect of
      such Revolving Lender's Applicable Percentage of such amount shall be
      solely for the account of the L/C Issuer.

                  (v) Each Revolving Lender's obligation to make Revolving Loans
      or L/C Advances to reimburse the L/C Issuer for amounts drawn under
      Letters of Credit, as contemplated by this Section 2.03(c), shall be
      absolute and unconditional and shall not be affected by any circumstance,
      including (A) any setoff, counterclaim, recoupment, defense or other right
      which such Revolving Lender may have against the L/C Issuer, the
      Administrative Agent, any Loan Party or any other Person for any reason
      whatsoever, (B) in the case of L/C Advances only, the occurrence or
      continuance of a Default, or (C) any other occurrence, event or condition,
      whether or not similar to any of the foregoing; provided, however, that
      each Revolving Lender's obligation to make Revolving Loans pursuant to
      this Section 2.03(c) is subject to the conditions set forth in Section
      4.02 (other than delivery by the Borrower or the Loan Party Representative
      of a Loan Notice). No such making of an L/C Advance shall relieve or
      otherwise impair the obligation of the Borrower to reimburse the L/C
      Issuer for the amount of any payment made by the L/C Issuer under any
      Letter of Credit, together with interest as provided herein.

                  (vi) If any Revolving Lender fails to make available to the
      Administrative Agent for the account of the L/C Issuer any amount required
      to be paid by such Revolving Lender pursuant to the foregoing provisions
      of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the
      L/C Issuer shall be entitled to recover from such Revolving Lender (acting
      through the Administrative Agent), on demand, such amount with interest
      thereon for the period from the date such payment is required to the date
      on which such payment is immediately available to the L/C Issuer at a rate
      per annum equal to the greater of the Federal Funds Rate and a rate
      determined by the L/C Issuer in accordance with banking industry rules on
      interbank compensation. A certificate of the

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<PAGE>

      L/C Issuer submitted to any Revolving Lender (through the Administrative
      Agent) with respect to any amounts owing under this Section 2.03(c)(vi)
      shall be conclusive absent manifest error.

            (d)   Repayment of Participations.

                  (i) At any time after the L/C Issuer has made a payment under
      any Letter of Credit and has received from any Revolving Lender such
      Revolving Lender's L/C Advance in respect of such payment in accordance
      with Section 2.03(c), if the Administrative Agent receives for the account
      of the L/C Issuer any payment in respect of the related Unreimbursed
      Amount or interest thereon (whether directly from the Borrower or
      otherwise, including proceeds of Cash Collateral applied thereto by the
      Administrative Agent), the Administrative Agent will distribute to such
      Revolving Lender its Applicable Percentage thereof (appropriately
      adjusted, in the case of interest payments, to reflect the period of time
      during which such Revolving Lender's L/C Advance was outstanding) in the
      same funds as those received by the Administrative Agent.

                  (ii) If any payment received by the Administrative Agent for
      the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required
      to be returned under any of the circumstances described in Section 11.05
      (including pursuant to any settlement entered into by the L/C Issuer in
      its discretion), each Revolving Lender shall pay to the Administrative
      Agent for the account of the L/C Issuer its Applicable Percentage thereof
      on demand of the Administrative Agent, plus interest thereon from the date
      of such demand to the date such amount is returned by such Revolving
      Lender, at a rate per annum equal to the Federal Funds Rate from time to
      time in effect. The obligations of the Revolving Lenders under this clause
      shall survive the payment in full of the Obligations and the termination
      of this Agreement.

            (e)   Obligations Absolute. The obligation of the Borrower to
reimburse the L/C Issuer for each drawing under each Letter of Credit and to
repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

                  (i) any lack of validity or enforceability of such Letter of
      Credit, this Agreement, or any other agreement or instrument relating
      thereto;

                  (ii) the existence of any claim, counterclaim, setoff, defense
      or other right that any Loan Party may have at any time against any
      beneficiary or any transferee of such Letter of Credit (or any Person for
      whom any such beneficiary or any such transferee may be acting), the L/C
      Issuer or any other Person, whether in connection with this Agreement, the
      transactions contemplated hereby or by such Letter of Credit or any
      agreement or instrument relating thereto, or any unrelated transaction;

                  (iii) any draft, demand, certificate or other document
      presented under such Letter of Credit proving to be forged, fraudulent,
      invalid or insufficient in any respect or any statement therein being
      untrue or inaccurate in any respect; or any loss or

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      delay in the transmission or otherwise of any document required in order
      to make a drawing under such Letter of Credit;

                  (iv) any payment by the L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by the
      L/C Issuer under such Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law;

                  (v) any exchange, release or non-perfection of any collateral,
      or any release or amendment or waiver of or consent to the departure from
      any Guarantee, for all or any of the Obligations of the Borrower in
      respect of any Letter of Credit; or

                  (vi) any other circumstance or happening whatsoever, whether
      or not similar to any of the foregoing, including any other circumstance
      that might otherwise constitute a defense available to, or a discharge of,
      the Borrower or any Guarantor.

      The Loan Party Representative shall promptly examine a copy of each Letter
of Credit and each amendment thereto that is delivered to it, and, in the event
of any claim of noncompliance with the Loan Party Representative's or the
Borrower's instructions or other irregularity, the Loan Party Representative
will promptly (but in any case no later than one Business Day after delivery
thereof) notify the L/C Issuer. The Loan Party Representative shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

            (f) Role of L/C Issuer. Each Revolving Lender and the Loan Parties
agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall
not have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the
L/C Issuer, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the L/C Issuer shall be liable
to any Revolving Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of the Revolving Lenders or the
Required Revolving Lenders, as applicable, (ii) any action taken or omitted in
the absence of gross negligence or willful misconduct, or (iii) the due
execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Issuer Document. The Borrower
hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower
pursuing such rights and remedies as the Borrower may have against the
beneficiary or transferee at law or under any other agreement. None of the L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the L/C Issuer, shall be liable or
responsible for any of the matters described in clauses (i) through (vi) of
Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the

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extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Borrower which the Borrower proves were
caused by the L/C Issuer's willful misconduct or gross negligence or the L/C
Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and the L/C Issuer shall not be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.

            (g) Cash Collateral. Upon the request of the Administrative Agent,
(A) if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (B) if,
as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding and partially or wholly undrawn, the Borrower shall, in each
case, immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations. Sections 2.05 and 8.02(b) set forth certain additional requirements
to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section
2.05 and Section 8.02(b), "Cash Collateralize" means to pledge and deposit with
or deliver to the Administrative Agent, for the benefit of the L/C Issuer and
the Revolving Lenders, as collateral for the L/C Obligations, cash or deposit
account balances pursuant to documentation in form and substance satisfactory to
the Administrative Agent and the L/C Issuer (which documents are hereby
consented to by the Revolving Lenders). Derivatives of such term have
corresponding meanings. The Borrower hereby grants to the Administrative Agent,
for the benefit of the L/C Issuer and the Revolving Lenders, a security interest
in all such cash, deposit accounts and all balances therein and all proceeds of
the foregoing. Cash Collateral shall be maintained in blocked, non-interest
bearing deposit accounts at Bank of America. Cash Collateral shall be released
as directed by the Loan Party Representative on the Termination Date for all
Loan Parties (or any earlier date prior to the Letter of Credit Expiration Date
as the Administrative Agent shall have determined that all L/C Borrowings have
been refinanced as Borrowings hereunder and no Default or Event of Default shall
have occurred and be continuing).

            (h) Applicability of ISP. Unless otherwise expressly agreed by the
L/C Issuer and the Loan Party Representative when a Letter of Credit is issued,
the rules of the ISP shall apply to each Letter of Credit.

            (i) Letter of Credit Fees. The Borrower shall pay to the
Administrative Agent for the account of each Revolving Lender in accordance with
its Applicable Percentage a Letter of Credit fee (the "Letter of Credit Fee")
for each Letter of Credit equal to the Applicable Rate for Eurodollar Rate
Revolving Loans times the daily maximum amount available to be drawn under such
Letter of Credit. For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06. Such Letter of Credit Fees shall be
(i) computed on a quarterly basis in arrears and (ii) due and payable on the
last Business Day of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand. If there is any
change

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in the Applicable Rate during any quarter, the daily amount available to be
drawn under each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. Notwithstanding anything to the contrary,
contained herein upon the request of the Required Revolving Lenders, while any
Event of Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.

            (j) Fronting Fee and Documentary and Processing Charges Payable to
L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own
account a fronting fee with respect to each Letter of Credit, at the rate per
annum equal to 0.25%, computed on the actual daily maximum amount available to
be drawn under such Letter of Credit (whether or not such maximum amount is then
in effect under such Letter of Credit) and on a quarterly basis in arrears such
fronting fee shall be due and payable on the tenth Business Day after the end of
each March, June, September and December in respect of the most recently-ended
quarterly period (or portion thereof, in the case of the first payment),
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For
purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06. In addition, the Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges in effect on the
date of issuance or request for amendment of a Letter of Credit, as the case may
be, of the L/C Issuer relating to letters of credit as from time to time in
effect. Such customary fees and standard costs and charges are due and payable
on demand and are nonrefundable.

            (k) Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

            (l) Letters of Credit Issued for Restricted Subsidiaries.
Notwithstanding that a Letter of Credit issued or outstanding hereunder for the
account of the Borrower is in support of any obligations of, or otherwise will
benefit, any other Restricted Subsidiary of Holdings, the Borrower shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Borrower hereby acknowledges that the issuance of
Letters of Credit for the benefit of any Restricted Subsidiary of Holdings
inures to the benefit of the Borrower, and that the Borrower's businesses derive
substantial benefits from the businesses of such Restricted Subsidiaries.

      SECTION 2.04 SWING LINE LOANS.

            (a) The Swing Line. The Borrower or the Loan Party Representative
may request on behalf of the Borrower that the Swing Line Lender make, and
subject to the terms and conditions set forth herein, the Swing Line Lender, in
reliance upon the agreements of the other Revolving Lenders set forth in this
Section 2.04 may, if in its sole discretion it elects to do so, make loans (each
such loan, a "Swing Line Loan") to the Borrower from time to time on any
Business Day during the Availability Period in an aggregate amount not to exceed
at any time outstanding the amount of the Swing Line Sublimit, notwithstanding
the fact that such Swing Line Loans, when aggregated with the Applicable
Percentage of the Outstanding Amount of

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Revolving Loans and L/C Obligations of the Revolving Lender acting as Swing Line
Lender, may exceed the amount of such Revolving Lender's Revolving Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i) the
Total Revolving Outstandings shall not exceed the Revolving Commitments, and
(ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving
Lender, plus such Revolving Lender's Applicable Percentage of the Outstanding
Amount of all L/C Obligations, plus such Revolving Lender's Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Revolving Lender's Revolving Commitment, and provided further, that the
Borrower shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each
Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a
Swing Line Loan, each Revolving Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a
risk participation in such Swing Line Loan in an amount equal to the product of
such Revolving Lender's Applicable Percentage times the amount of such Swing
Line Loan.

            (b) Borrowing Procedures. Each Swing Line Borrowing may be made upon
the Borrower's or the Loan Party Representative's irrevocable notice to the
Swing Line Lender and the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the requested borrowing date,
and shall specify (i) the amount to be borrowed, which shall be a minimum of
$100,000 or a whole multiple of $100,000 in excess thereof, and (ii) the
requested borrowing date, which shall be a Business Day. Each such telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Loan Party Representative.
Promptly after receipt by the Swing Line Lender of any telephonic Swing Line
Loan Notice, the Swing Line Lender will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has also received
such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the
Administrative Agent (by telephone or in writing) of the contents thereof.
Unless the Swing Line Lender has received notice (by telephone or in writing)
from the Administrative Agent (including at the request of any Revolving Lender)
prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the first proviso to the first sentence of Section
2.04(a), or (B) that one or more of the applicable conditions specified in
Section 4.02 is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender may, if in its sole discretion it elects to do so,
not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan
Notice, make the amount of its Swing Line Loan available to the Borrower at its
office by crediting the Borrower's Account or any account of the Borrower
designated on the books of the Swing Line Lender in immediately available funds.

            (c) Refinancing of Swing Line Loans.

                  (i) The Swing Line Lender at any time in its sole and absolute
      discretion may request, on behalf of the Borrower (which hereby
      irrevocably authorizes the Swing Line Lender to so request on its behalf),
      that each Revolving Lender make a

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<PAGE>

      Base Rate Revolving Loan in an amount equal to such Revolving Lender's
      Applicable Percentage of the amount of Swing Line Loans then outstanding.
      Such request shall be made in writing (which written request shall be
      deemed to be a Loan Notice for purposes hereof) and in accordance with the
      requirements of Section 2.02, without regard to the minimum and multiples
      specified therein for the principal amount of Base Rate Loans, but subject
      to the unutilized portion of the Revolving Commitments and the conditions
      set forth in Section 4.02. The Swing Line Lender shall furnish the Loan
      Party Representative with a copy of the applicable Loan Notice promptly
      after delivering such notice to the Administrative Agent. Each Revolving
      Lender shall make an amount equal to its Applicable Percentage of the
      amount specified in such Loan Notice available to the Administrative Agent
      in immediately available funds for the account of the Swing Line Lender at
      the Administrative Agent's Office not later than 1:00 p.m. on the day
      specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii),
      each Revolving Lender that so makes funds available shall be deemed to
      have made a Base Rate Revolving Loan to the Borrower in such amount. The
      Administrative Agent shall remit the funds so received to the Swing Line
      Lender.

                  (ii) If for any reason any Swing Line Loan cannot be
      refinanced by such a Borrowing in accordance with Section 2.04(c)(i), the
      request for Base Rate Revolving Loans submitted by the Swing Line Lender
      as set forth herein shall be deemed to be a request by the Swing Line
      Lender that each of the Revolving Lenders fund its risk participation in
      the relevant Swing Line Loan and each Revolving Lender's payment to the
      Administrative Agent for the account of the Swing Line Lender pursuant to
      Section 2.04(c)(i) shall be deemed payment in respect of such
      participation.

                  (iii) If any Revolving Lender fails to make available to the
      Administrative Agent for the account of the Swing Line Lender any amount
      required to be paid by such Revolving Lender pursuant to the foregoing
      provisions of this Section 2.04(c) by the time specified in Section
      2.04(c)(i), the Swing Line Lender shall be entitled to recover from such
      Revolving Lender (acting through the Administrative Agent), on demand,
      such amount with interest thereon for the period from the date such
      payment is required to the date on which such payment is immediately
      available to the Swing Line Lender at a rate per annum equal to the
      greater of the Federal Funds Rate and a rate determined by the Swing Line
      Lender in accordance with banking industry rules on interbank
      compensation. A certificate of the Swing Line Lender submitted to any
      Revolving Lender (through the Administrative Agent) with respect to any
      amounts owing under this Section 2.04(c)(iii) shall be conclusive absent
      manifest error.

                  (iv) Each Revolving Lender's obligation to make Revolving
      Loans or to purchase and fund risk participations in Swing Line Loans
      pursuant to this Section 2.04(c) shall be absolute and unconditional and
      shall not be affected by any circumstance, including (A) any setoff,
      counterclaim, recoupment, defense or other right which such Revolving
      Lender may have against the Swing Line Lender, any Loan Party or any other
      Person for any reason whatsoever, (B) in the case of funding risk
      participations in Swing Line Loans only, the occurrence or continuance of
      a Default, or (C) any other occurrence, event or condition, whether or not
      similar to any of the foregoing; provided, however, that each Revolving
      Lender's obligation to make Revolving Loans pursuant to this

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      Section 2.04(c) is subject to the conditions set forth in Section 4.02. No
      such funding of risk participations shall relieve or otherwise impair the
      obligation of the Borrower to repay Swing Line Loans, together with
      interest as provided herein.

            (d)   Repayment of Participations.

                  (i) At any time after any Revolving Lender has purchased and
      funded a risk participation in a Swing Line Loan, if the Swing Line Lender
      receives any payment on account of such Swing Line Loan, the Swing Line
      Lender will distribute to such Revolving Lender its Applicable Percentage
      of such payment (appropriately adjusted, in the case of interest payments,
      to reflect the period of time during which such Revolving Lender's risk
      participation was funded) in the same funds as those received by the Swing
      Line Lender.

                  (ii) If any payment received by the Swing Line Lender in
      respect of principal or interest on any Swing Line Loan is required to be
      returned by the Swing Line Lender under any of the circumstances described
      in Section 11.05 (including pursuant to any settlement entered into by the
      Swing Line Lender in its discretion), each Revolving Lender shall pay to
      the Swing Line Lender its Applicable Percentage thereof on demand of the
      Administrative Agent, plus interest thereon from the date of such demand
      to the date such amount is returned, at a rate per annum equal to the
      Federal Funds Rate. The Administrative Agent will make such demand upon
      the request of the Swing Line Lender. The obligations of the Lenders under
      this clause shall survive the payment in full of the Obligations and the
      termination of this Agreement.

            (e) Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Loan Party Representative for interest
payable by the Borrower on the Swing Line Loans. Until each Revolving Lender
funds its Base Rate Revolving Loan or risk participation pursuant to this
Section 2.04 to refinance such Revolving Lender's Applicable Percentage of any
Swing Line Loan, interest in respect of such Applicable Percentage shall be
solely for the account of the Swing Line Lender.

            (f) Payments Directly to Swing Line Lender. The Borrower shall make
all payments of principal and interest in respect of the Swing Line Loans
directly to the Swing Line Lender.

      SECTION 2.05 PREPAYMENTS.

            (a)   Voluntary Prepayments.

                  (i)   Revolving Loans and Term Loans.

                        (A) The Borrower or the Loan Party Representative may
            upon notice to the Administrative Agent, at any time or from time to
            time, voluntarily prepay Revolving Loans or any Tranche of the Term
            Loans in whole or in part without premium or penalty (except as
            provided in Subsection (C) of this Section 2.05(a)(i) and Section
            3.05); provided that (1) such notice must be received by the
            Administrative Agent not later than 11:00 a.m. (x) three Business
            Days prior to

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            any date of prepayment of Eurodollar Rate Loans or RTFC Fixed Rate
            Loans and (y) on the date of prepayment of Base Rate Loans or RTFC
            Variable Rate Loans, (2) any prepayment of Eurodollar Rate Loans or
            RTFC Fixed Rate Loans shall be in a principal amount of $5,000,000
            or a whole multiple of $1,000,000 in excess thereof, and (3) any
            prepayment of Base Rate Loans or RTFC Variable Rate Loans shall be
            in a principal amount of $1,000,000 or a whole multiple of $100,000
            in excess thereof or, in each case, if less, the entire principal
            amount thereof then outstanding. Each such notice shall specify the
            date and amount of such prepayment, whether the Loan to be prepaid
            is a Revolving Loan, a Tranche B Term Loan, a Tranche C Term Loan
            and/or a Tranche D Term Loan and the Type(s) of Loans to be prepaid
            and each such notice shall be consistent with the other requirements
            of this Section 2.05(a)(i).

                        (B) The Administrative Agent will promptly notify each
            applicable Lender of its receipt of each such notice, and of the
            amount of such Lender's Applicable Percentage of such prepayment. If
            such notice is given by the Loan Party Representative or the
            Borrower, the Borrower shall irrevocably make such prepayment and
            the payment amount specified in such notice shall be due and payable
            on the date specified therein.

                        (C) (1) Any prepayment of a Eurodollar Rate Loan or RTFC
            Fixed Rate Loan shall be accompanied by all accrued interest on the
            amount prepaid, together with any additional amounts required
            pursuant to Section 3.05.

                            (2) Any voluntary prepayment of Tranche C Term Loans
            and Tranche D Term Loans which are RTFC Variable Rate Loans shall be
            accompanied by all accrued interest on the amount prepaid, together
            with a prepayment fee equal to 0.50% of the principal amount
            prepaid.

                        (D) Prepayments of Term Loans shall be applied to
            outstanding Tranches of the Term Facility (other than the Tranche D
            Term Facility) as the Borrower or the Loan Party Representative may
            elect. Each such prepayment of Loans under a Facility shall be
            applied to the Loans of the Lenders under such Facility in
            accordance with their respective Applicable Percentages.

                        (E) Prepayments may be applied to the Tranche D Term
            Loans only after (1) the repayment in full of all Tranche B Term
            Loans and Tranche C Term Loans, (2) the repayment in full of all
            Swing Line Loans and all Revolving Loans and (3) the termination of
            the Revolving Commitments.

                        (F) If the Loan Party Representative or the Borrower
            fails to specify the application of a voluntary prepayment then such
            prepayment shall be applied (v) first to Swing Line Loans, (w) then
            to Revolving Loans, (x) then to the Tranche B Term Loans, (y) then
            to the Tranche C Term Loans and (z) finally, if the Revolving
            Commitments have then been terminated, to the Tranche D Term Loans.

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                        (G) Unless the Loan Party Representative specifies
            otherwise, repayments under a Facility will be applied first to Base
            Rate Loans or RTFC Variable Rate Loans, as applicable, under such
            Facility and then to Eurodollar Rate Loans or RTFC Fixed Rate Loans,
            as applicable, thereunder.

                  (ii) Swing Line Loans. The Borrower or the Loan Party
      Representative may upon notice to the Swing Line Lender (with a copy to
      the Administrative Agent), at any time or from time to time, voluntarily
      prepay Swing Line Loans in whole or in part without premium or penalty;
      provided that (A) such notice must be received by the Swing Line Lender
      and the Administrative Agent not later than 1:00 p.m. on the date of the
      prepayment, and (B) any such prepayment shall be in a minimum principal
      amount of $100,000. Each such notice shall specify the date and amount of
      such prepayment. If such notice is given by the Loan Party Representative
      or the Borrower, the Borrower shall make such prepayment and the payment
      amount specified in such notice shall be due and payable on the date
      specified therein.

            (b)   Mandatory Prepayments.

                  (i) Revolving Commitments. If the Administrative Agent
      notifies the Loan Party Representative or the Borrower at any time that
      the Total Revolving Outstandings at such time exceed an amount equal to
      100% of the Revolving Commitments then in effect, then, within two
      Business Days after receipt of such notice, the Borrower shall immediately
      prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an
      aggregate amount sufficient to reduce such Total Revolving Outstandings as
      of such date of payment to an amount not to exceed 100% of the Revolving
      Commitments then in effect; provided, however, that subject to the
      provisions of Section 2.03(g), the Borrower shall not be required to Cash
      Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)
      unless, after the prepayment in full of the Revolving Loans and Swing Line
      Loans, the Total Revolving Outstandings exceed the Revolving Commitments
      then in effect.

                  (ii) Dispositions. Immediately upon receipt by any
      Consolidated Party of aggregate proceeds from Dispositions (other than
      proceeds of any Disposition permitted in Sections 7.05 (b), (c) or (d) or
      the proceeds of any other Dispositions to the extent they constitute
      Reinvestment Funds) in any fiscal year of Holdings in excess of
      $10,000,000, the Borrower shall prepay the Loans and/or Cash Collateralize
      or pay the L/C Obligations in an aggregate amount equal to 100% of the Net
      Cash Proceeds of all such Dispositions (including the initial $10,000,000
      of such proceeds).

                  (iii) Debt Issuances. Immediately upon receipt by any
      Consolidated Party of proceeds from any Debt Issuance (other than any
      Excluded Debt Issuance Proceeds), the Borrower shall prepay the Loans
      and/or Cash Collateralize the L/C Obligations in an aggregate amount equal
      to 100% of the Net Cash Proceeds of such Debt Issuance.

                  (iv) Dividend Suspension Period. If a Dividend Suspension
      Period or Event of Default has commenced and is then continuing, not later
      than 5 Business Days

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      after the date on which the Loan Party Representative is required to
      deliver a Compliance Certificate to the Administrative Agent pursuant to
      Section 6.02(b) in respect of each fiscal quarter of Holdings which ends
      during such Dividend Suspension Period (or which ends on a date on which
      an Event of Default has occurred or is continuing), the Borrower shall
      prepay the Loans and/or Cash Collateralize the L/C Obligations in an
      aggregate amount equal to 50% of any increase in Available Cash during
      such fiscal quarter. The requirements of this Section 2.05(b)(iv) shall be
      in addition to, and not in limitation of, Section 8.02.

                  (v) Tranche D Term Loans. The Borrower shall, on each date of
      receipt of any Net Cash Proceeds by any Consolidated Party in respect of
      any amortization payments made by RTFC on any SCCs, prepay an aggregate
      principal amount of the Tranche D Term Loans equal to 100% of the amount
      of such Net Cash Proceeds.

            (c) Application of Mandatory Prepayments. Each mandatory prepayment
made pursuant to Section 2.05(b), except mandatory prepayments made pursuant to
Section 2.05(b)(v), shall be applied as follows:

                  (i) with respect to all amounts paid pursuant to Section
      2.05(b)(i), first to Revolving Loans, second to Swing Line Loans, and
      third to Cash Collateralize L/C Obligations;

                  (ii) with respect to all amounts paid pursuant to Section
      2.05(b)(ii), (iii) and (iv), so long as no Event of Default has occurred
      and is continuing (A) first, subject to Section 2.05(d), pro rata to the
      Tranche B Term Loans and any Tranche C Term Loans which are RTFC Variable
      Rate Loans, (B) second, to (1) the Revolving Loans (with a corresponding
      reduction in the Revolving Commitments pursuant to Section 2.06(b)), (2)
      then to Swing Line Loans (with a corresponding reduction in the Revolving
      Commitments pursuant to Section 2.06(b)) and (3) then to Cash
      Collateralize L/C Obligations, (C) third, to any Tranche C Term Loans
      which are RTFC Fixed Rate Loans, and (D) fourth, after the termination of
      all Revolving Commitments and the repayment in full of all amounts payable
      with respect to the Revolving Loans, the Tranche B Term Loans and the
      Tranche C Term Loans, to the Tranche D Term Loans; and

                  (iii) with respect to all amounts paid pursuant to Section
      2.05(b)(ii), (iii) and (iv) after an Event of Default has occurred and is
      continuing, (A) first, subject to Section 2.05(d), pro rata to the Tranche
      B Term Loans, the Tranche C Term Loans and the Revolving Loans (with no
      corresponding reduction in the Revolving Commitments pursuant to Section
      2.06 and assuming for purposes of such pro rata allocation that the
      Revolving Facility is fully drawn); provided, however, that at such time
      as all Revolving Loans have been prepaid (including the repayment of all
      Swing Line Loans and the Cash Collateralization of all L/C Obligations),
      such prepayments shall be applied, subject to Section 2.05(d), pro rata to
      the Tranche B Term Loans and the Tranche C Term Loans and (B) second,
      after the repayment in full of all amounts payable with respect to the
      Revolving Loans (including the repayment of all Swing Line Loans and the
      Cash

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      Collateralization of all L/C Obligations), the Tranche B Term Loans and
      the Tranche C Term Loans, to the Tranche D Term Loans.

            (d) Tranche C Deferrals. Notwithstanding Section 2.05(c), any
Tranche C Term Lender may elect, by notice to the Administrative Agent by
telephone (confirmed promptly in writing by telecopy), not later than 2:00 p.m.
on the Business Day prior to any mandatory prepayment of its Tranche C Term
Loans, so long as any Tranche B Term Loans remain outstanding, to decline all or
any portion of any prepayment of its Tranche C Term Loans, in which case such
prepayment that would have been applied to prepay its Tranche C Term Loans but
was so declined shall be applied to prepay Tranche B Term Loans as provided
above (without giving effect to the Tranche C Term Loans of any Tranche C Term
Lender that has declined payment pursuant to this Section).

            (e) Funding Losses. Each mandatory prepayment of any Loans made
pursuant to this Section shall be subject to Section 3.05.

            (f) Notice. The Loan Party Representative shall give to the
Administrative Agent and the Lenders at least three Business Days' prior notice
of each and every event or occurrence requiring a prepayment under Section
2.05(b)(ii) and (iii), including the amount of Net Cash Proceeds expected to be
received therefrom and the expected schedule for receiving such proceeds.

      SECTION 2.06 TERMINATION OR REDUCTION OF COMMITMENTS.

            (a) The Borrower, or the Loan Party Representative on behalf of the
Borrower, may upon notice to the Administrative Agent, terminate the Revolving
Commitments, or from time to time permanently reduce the Revolving Commitments;
provided that (i) any such notice shall be received by the Administrative Agent
not later than 11:00 a.m. three Business Days prior to the date of termination
or reduction, (ii) any such partial reduction shall be in an aggregate amount of
$5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the
Borrower and the Loan Party Representative on behalf of the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect thereto
and to any concurrent prepayments hereunder, the Total Revolving Outstandings
would exceed the Revolving Commitments, and (iv) if, after giving effect to any
reduction of the Revolving Commitments, the Letter of Credit Sublimit or the
Swing Line Sublimit exceeds the amount of the Revolving Commitments, such
Sublimit shall be automatically reduced by the amount of any such excess. The
Administrative Agent will promptly notify the Revolving Lenders of any such
notice of termination or reduction of the Revolving Commitments. Any reduction
of the Revolving Commitments shall be applied to the Commitment of each
Revolving Lender according to its Applicable Percentage. All commitment fees
accrued until the effective date of any termination of the Revolving Commitments
shall be paid on the effective date of such termination.

            (b) On any date that any Revolving Loans are required to be prepaid,
Swing Line Loans are required to be prepaid, and/or the L/C Obligations are
required to be paid or Cash Collateralized as a result of a prepayment required
by Section 2.05(b) (or would be so required if any Revolving Loans, Swing Line
Loans or L/C Obligations were outstanding), the Revolving Commitments shall,
except as otherwise provided in Section 2.05(c)(iii), be automatically and

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permanently reduced by the total amount of such required prepayments and Cash
Collateral; provided that, regardless of whether any Revolving Loans, Swing Line
Loans or L/C Obligations are outstanding, the Revolving Commitments shall be
automatically and permanently reduced in the amounts and under the conditions
and times specified in Section 2.05(c)(ii). The Administrative Agent will
promptly notify the Revolving Lenders of any such reduction of the Revolving
Commitments. Any reduction of the Revolving Commitments shall be applied to the
Revolving Commitment of each Revolving Lender according to its Applicable
Percentage. The Revolving Commitments shall terminate on the Maturity Date.

            (c) The Commitments to make Tranche B Term Loans shall be
automatically and permanently reduced to $0 on the Closing Date after giving
effect to the Tranche B Term Borrowings on the Closing Date.

            (d) The Commitments to make Tranche C Term Loans shall be
automatically and permanently reduced to $0 on the Closing Date after giving
effect to the Tranche C Term Borrowings on the Closing Date.

            (e) The Commitments to make Tranche D Term Loans shall be
automatically and permanently reduced to $0 on the Closing Date after giving
effect to the Tranche D Term Borrowings on the Closing Date.

      SECTION 2.07 REPAYMENT OF LOANS. (a) The Borrower shall repay to the
Revolving Lenders on the Maturity Date the Outstanding Amount of Revolving Loans
on such date.

            (b) The Borrower shall repay each Swing Line Loan on the earlier to
occur of (i) the date ten Business Days after such Loan is made and (ii) the
Maturity Date.

            (c) The Borrower shall repay to the Tranche B Term Lenders on the
Maturity Date, the Outstanding Amount of Tranche B Term Loans on such date.

            (d) The Borrower shall repay to the Tranche C Term Lenders on the
Maturity Date the Outstanding Amount of Tranche C Term Loans on such date.

            (e) The Borrower shall repay to the Tranche D Term Lenders on the
Maturity Date the Outstanding Amount of Tranche D Term Loans on such date.

      SECTION 2.08 INTEREST.

            (a) Revolving Loans and Tranche B Term Loans may be outstanding as
Base Rate Loans or Eurodollar Rate Loans. Tranche C Term Loans and Tranche D
Term Loans may be outstanding as RTFC Variable Rate Loans or RTFC Fixed Rate
Loans. Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate; (iii) each RTFC Variable Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the RTFC Variable Rate, (iv) each RTFC Fixed Rate

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Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the RTFC Fixed Rate for such
Interest Period and (v) each Swing Line Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate.

            (b)   (i) If any amount of principal of any Loan is not paid when
due (after giving effect to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, such amount thereafter shall bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.

                  (i) If any amount (other than principal of any Loan) payable
      by any Loan Party under any Loan Document is not paid when due (after
      giving effect to any applicable grace periods), whether at stated
      maturity, by acceleration or otherwise, then upon the request of the
      Required Lenders, such amount shall thereafter bear interest at the
      Default Rate to the fullest extent permitted by applicable Law.

                  (ii) Upon the request of the Required Lenders, while any Event
      of Default exists, the Borrower shall pay interest on the principal amount
      of all outstanding Obligations hereunder at a fluctuating interest rate
      per annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.

                  (iii) Accrued and unpaid interest on past due amounts
      (including interest on past due interest) shall be due and payable upon
      demand.

            (c) Interest on each Loan shall be due and payable in arrears on
each Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment and before and after the commencement
of any proceeding under any Debtor Relief Law.

      SECTION 2.09 FEES. In addition to certain fees described in subsections
(i) and (j) of Section 2.03:

            (a) Commitment Fee. The Borrower shall pay to the Administrative
Agent for the account of each Revolving Lender in accordance with its Applicable
Percentage, a commitment fee (the "Commitment Fee") equal to 0.50% times the
actual daily amount by which the Revolving Commitments exceed the sum of (i) the
Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C
Obligations; provided that for the purposes of calculating the Commitment Fee,
Swing Line Loans will not be deemed to be utilized. The Commitment Fee shall
accrue at all times during the Availability Period, including at any time during
which one or more of the conditions in Article IV is not met, and shall be due
and payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date. The Commitment Fee shall be calculated
quarterly in arrears. Notwithstanding anything to the contrary herein, no
Commitment Fee shall accrue on any of the Revolving Commitments of a Defaulting
Lender so long as such Revolving Lender shall be a Defaulting Lender.

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<PAGE>

            (b) Other Fees. The Borrower shall pay to the Agents and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Commitment Letter and the Fee Letter. The Borrower
shall pay to the Lenders such fees as shall have been separately agreed upon in
writing in the amounts and at the times so specified.

      SECTION 2.10 COMPUTATION OF INTEREST AND FEES. All computations of
interest for Base Rate Loans when the Base Rate is determined by Bank of
America's "prime rate" and for RTFC Variable Rate Loans shall be made on the
basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.
All other computations of fees and interest shall be made on the basis of a
360-day year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year).
Interest shall accrue on each Loan for the day on which the Loan is made, and
shall not accrue on a Loan, or any portion thereof, for the day on which the
Loan or such portion is paid; provided that any Loan that is repaid on the same
day on which it is made shall, subject to Section 2.12(a), bear interest for one
day. Each determination by the Administrative Agent of an interest rate or fee
hereunder shall be conclusive and binding for all purposes, absent manifest
error.

      SECTION 2.11 EVIDENCE OF DEBT.

            (a) The Credit Extensions made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect the
obligations of the Borrower hereunder to pay any amount owing with respect to
the Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, the Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a Note, which shall
evidence such Lender's Loans in addition to such accounts or records. Each
Lender may attach schedules to its Note and endorse thereon the date, Type,
amount and maturity of its Loans and payments with respect thereto.

            (b) In addition to the accounts and records referred to in
subsection (a) above, each Revolving Lender and the Administrative Agent shall
maintain in accordance with their usual practice accounts or records evidencing
the purchases and sales of participations in Letters of Credit and Swing Line
Loans. In the event of any conflict between the accounts and records maintained
by the Administrative Agent and the accounts and records of any Revolving Lender
in respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.

            (c) Entries made in good faith by the Administrative Agent in the
Register pursuant to subsections (a) and (b) above, and by each Lender in its
accounts pursuant to subsections (a) and (b) above, shall be prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to, in the case of the Register each Lender
and, in the case of such account or accounts, such Lender, under this

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Agreement and the other Loan Documents, absent manifest error; provided that the
failure of the Administrative Agent or such Lender to make any entry, or any
finding that an entry is incorrect, in the Register or such account or accounts
shall not limit or otherwise affect the obligations of the Borrower under this
Agreement and the other Loan Documents.

      SECTION 2.12 PAYMENTS GENERALLY.

            (a) General. All payments to be made by the Borrower shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account of
the respective Lenders to which such payment is owed, at the Administrative
Agent's Office in Dollars and in immediately available funds not later than 2:00
p.m. on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 2:00 p.m. shall, solely for the purpose of the calculation of
interest and fees, be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue.

            (b) Funding by Lenders; Presumption by Administrative Agent. Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing of Eurodollar Rate Loans (or in the case of any
Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing)
that such Lender will not make available to the Administrative Agent such
Lender's share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with Section
2.02 (or in the case of a Borrowing of Base Rate Loans, that such Lender has
made such share available in accordance with and at the time required by Section
2.02) and may, in reliance upon such assumption, make available to the Borrower
a corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the Administrative Agent, then
the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation and (B) in the case of a payment to be made by
the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower
and such Lender shall pay such interest to the Administrative Agent for the same
or an overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such period. If
such Lender pays its share of the applicable Borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender's Loan included in
such Borrowing. Any payment by the Borrower shall be without prejudice to any
claim the Borrower may have against a Lender that shall have failed to make such
payment to the Administrative Agent.

            (c) Payments by Borrower; Presumptions by Administrative Agent.
Unless the Administrative Agent shall have received notice from the Borrower or
the Loan Party Representative prior to the date on which any payment is due to
the Administrative Agent for the

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account of the Lenders or the L/C Issuer hereunder that the Borrower will not
make such payment, the Administrative Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or the L/C Issuer, as the case may
be, the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or the L/C Issuer, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or the L/C Issuer, in immediately available
funds with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation.

      A notice of the Administrative Agent to any Lender or the Loan Party
Representative with respect to any amount owing under this subsection (c) shall
be conclusive, absent manifest error.

            (d) Failure to Satisfy Conditions Precedent. If any Lender makes
available to the Administrative Agent funds for any Loan to be made by such
Lender as provided in the foregoing provisions of this Article II, and such
funds are not made available to the Borrower or the Loan Party Representative by
the Administrative Agent because the conditions to the applicable Credit
Extension set forth in Article IV are not satisfied or waived in accordance with
the terms hereof, the Administrative Agent shall promptly return such funds (in
like funds as received from such Lender) to such Lender, without interest;
provided, however, that if such funds are not returned within one Business Day,
such funds shall bear interest at the greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.

            (e) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Loans, to fund participations in Letters of Credit and Swing
Line Loans and the obligations of the Lenders to make payments pursuant to
Section 11.04(c) are several and not joint. The failure of any Lender to make
any Loan, to fund any such participation or to make any payment under Section
11.04(c) on any date required hereunder shall not relieve any other Lender of
its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, to purchase
its participation or to make its payment under Section 11.04(c).

            (f) Funding Source. Nothing herein shall be deemed to obligate any
Lender to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

      SECTION 2.13 SHARING OF PAYMENTS BY LENDERS. If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise (except as
specifically provided in the last paragraph of Section 8.03), obtain payment in
respect of any principal of or interest on any of the Loans made by it under any
Facility, or in the case of any Revolving Lender, the participations in L/C
Obligations or in Swing Line Loans held by it, resulting in such Lender's
receiving payment of a proportion of the aggregate amount of such Loans or
participations and accrued interest thereon

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greater than its Applicable Percentage thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify the Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in
the Loans under such Facility and in the case of any Revolving Lender,
subparticipations in L/C Obligations and Swing Line Loans of the other Revolving
Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders under such Facility
ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans under such Facility and other amounts owing
them; provided that:

                  (i) if any such participations or subparticipations are
      purchased and all or any portion of the payment giving rise thereto is
      recovered, such participations or subparticipations shall be rescinded and
      the purchase price restored to the extent of such recovery, without
      interest; and

                  (ii) the provisions of this Section shall not be construed to
      apply to (x) any payment made by the Borrower pursuant to and in
      accordance with the express terms of this Agreement or (y) any payment
      obtained by a Lender as consideration for the assignment of or sale of a
      participation in any of its Loans or subparticipations in L/C Obligations
      or Swing Line Loans to any assignee or participant, other than to the
      Borrower or any Subsidiary thereof (as to which the provisions of this
      Section shall apply).

      Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable Law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.

      SECTION 2.14 EXISTING SENIOR CREDIT AGREEMENT. (a) Effective on the
Closing Date, (i) the Existing Senior Credit Agreement shall be amended and (for
the mutual convenience of the parties and not as a novation) restated in its
entirety as provided in this Agreement, (ii) any outstanding Loans (as defined
under the Existing Senior Credit Agreement) after giving effect to any
prepayments thereof on the Closing Date shall be deemed to be outstanding Loans
under this Agreement as provided in Section 2.14(b), (iii) any outstanding
Letters of Credit (as defined under the Existing Senior Credit Agreement) shall
be deemed to be outstanding Letters of Credit for the account of the Borrower
under this Agreement, (iv) all outstanding obligations under the Existing Senior
Credit Agreement, as so amended and restated under this Agreement, shall
continue to be secured pursuant to each of the Collateral Documents (as defined
in the Existing Senior Credit Agreement), (v) each such existing Collateral
Document shall be amended and (for the mutual convenience of the parties and not
as a novation) restated in its entirety or amended and supplemented pursuant to
the applicable Collateral Documents hereunder, and all Liens granted pursuant to
the existing Collateral Documents under the Existing Senior Credit Agreement
shall continue in full force and effect under the Collateral Documents
hereunder, and (vi) all Secured Swap Contracts secured pursuant to such existing
Collateral Documents shall continue to be Secured Swap Contracts for all
purposes of this Agreement and the other Loan Documents hereunder.

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            (b) Effective on the Closing Date, the Obligations (as defined under
the Existing Senior Credit Agreement) which remain outstanding after giving
effect to any prepayments thereof on such date will be restated and continued
under this Agreement as follows: (i) any such outstanding Tranche B Term Loans
(as such term is defined in the Existing Senior Credit Agreement) of any lender
under the Existing Senior Credit Agreement which has requested such treatment
for such Loans by written notice to the Administrative Agent pursuant to a
Conversion Notice will be restated as Tranche B Term Loans of such Lender as
provided in Section 2.01(a)(iii); (ii) any such outstanding Tranche C Term Loans
(as such term is defined in the Existing Senior Credit Agreement) held by a
Tranche C Term Lender hereunder, will be continued as Tranche C Term Loans of
such Lender in a like amount hereunder; and (c) any such outstanding Tranche D
Term Loans (as such term is defined in the Existing Senior Credit Agreement)
held by a Tranche D Term Lender hereunder will be continued as Tranche D Term
Loans of such Lender in a like amount hereunder.

                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      SECTION 3.01 TAXES.

            (a) Payments Free of Taxes. Any and all payments by or on account of
any obligation of any Loan Party hereunder or under any other Loan Document
shall be made free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes, provided that if any Loan Party shall be
required by any Laws to deduct any Indemnified Taxes (including any Other Taxes)
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Loan Party shall make
such deductions and (iii) such Loan Party shall timely pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
Law; provided, further that in respect of any such deduction from a payment in
respect of an Obligation by any Loan Party to any Lender, with the prior written
consent of such Lender (in the sole discretion of such Lender), such Loan Party
may pay the full amount so deducted as specifically agreed with such Lender (in
lieu of paying the relevant Governmental Authority as provided in clause (iii)
above) pending the resolution of any contest of any Indemnified Taxes or Other
Taxes in respect of such payment as provided in any such written agreement
between such Loan Party and such Lender; and provided, further, that no such
agreement with any Lender shall release or otherwise modify the obligations of
the Loan Parties hereunder to any other Lender, the Administrative Agent or the
L/C Issuer.

            (b) Payment of Other Taxes by the Loan Parties. Without limiting the
provisions of subsection (a) above, the Loan Parties shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable Law.

            (c) Indemnification by the Loan Parties. The Loan Parties shall
indemnify the Administrative Agent, each Lender and the L/C Issuer, within 10
days after written demand therefor, for the full amount of any Indemnified Taxes
or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted
on or attributable to amounts payable under this

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Section) paid by the Administrative Agent, such Lender or the L/C Issuer, as the
case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability (which shall include a statement setting forth in reasonable detail
the basis and calculation of any such payment or liability) delivered to the
Loan Party Representative by a Lender or the L/C Issuer (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

            (d) Evidence of Payments. As soon as practicable after any payment
of Indemnified Taxes or Other Taxes by any Loan Party to a Governmental
Authority, such Loan Party shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment (to the extent such a receipt is issued therefor), a
copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

            (e) Status of Lenders. Any Foreign Lender that is entitled to an
exemption from withholding tax under the Law of the jurisdiction in which the
Loan Parties are residents for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Loan Party Representative (with a copy to the
Administrative Agent), at the time or times prescribed by applicable Law or
reasonably requested by the Loan Party Representative or the Administrative
Agent, such properly completed and executed documentation prescribed by
applicable Law as will permit such payments to be made without withholding. In
addition, any Lender, if requested by the Loan Party Representative or the
Administrative Agent, shall deliver such other documentation prescribed by
applicable Law or reasonably requested by the Loan Party Representative or the
Administrative Agent as will enable the Loan Party Representative or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.

      Without limiting the generality of the foregoing, any Foreign Lender and
any Lender which is a Non-Corporate Domestic Lender shall deliver to the Loan
Party Representative and the Administrative Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the request of the Loan Party Representative or the Administrative Agent,
but only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:

                  (i) in the case of a Foreign Lender,

                        (A) duly completed copies of Internal Revenue Service
            Form W-8BEN or W-8IMY, as appropriate (or any successor form),
            claiming eligibility for benefits of an income tax treaty to which
            the United States is a party and certifying that such Lender is
            entitled thereunder to a zero (0) rate of United States withholding
            tax in payments made pursuant to the Loan Documents,

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                        (B) duly completed copies of Internal Revenue Service
            Form W-8ECI (or any successor form),

                        (C) in the case of a Foreign Lender claiming the
            benefits of the exemption for portfolio interest under Section
            881(c) of the Code, (x) a certificate to the effect that such
            Foreign Lender is not (I) a "bank" within the meaning of Section
            881(c)(3)(A) of the Code, (II) a "ten percent shareholder" within
            the meaning of Section 881(c)(3)(B) of the Code of the Borrower, or
            (III) a "controlled foreign corporation" described in Section
            881(c)(3)(C) of the Code and (y) duly completed copies of Internal
            Revenue Service Form W-8BEN, or Form W-81MY, as applicable (or any
            successor form), certifying that such Lender is exempt from United
            States withholding tax on payments made pursuant to the Loan
            Documents, or

                        (D) any other form prescribed by applicable Law as a
            basis for claiming exemption from United States Federal withholding
            tax duly completed together with such supplementary documentation as
            may be prescribed by applicable Law to permit the Loan Party
            Representative to determine the withholding or deduction required to
            be made; and

                  (ii) in the case of a Non-Corporate Domestic Lender, a duly
      completed Internal Revenue Service Form W-9 (or any successor form).

      Each Lender which has delivered any of the forms described above as
provided in this Section 3.01(e) shall deliver to the Loan Party Representative
(with a copy to the Administrative Agent) to the extent it is legally entitled
to do so such new forms prescribed by the IRS upon expiration or obsolescence of
any such previously delivered forms or after the occurrence of an event
requiring a change in the most recent such forms delivered by such Lender
hereunder, in each case, not later than 30 days following the earlier of the
date such Lender first becomes aware of the need to deliver such new form and
the date of any request for such new form from the Loan Party Representative.
Each such Lender shall also provide written notice to the Loan Party
Representative (with a copy to the Administrative Agent) not later than 30 days
after the date on which it determines that it is no longer in a position to
deliver any such previously delivered form.

            (f) Treatment of Certain Refunds. If the Administrative Agent, any
Lender or the L/C Issuer determines, in its sole reasonable discretion, that it
has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Loan Parties or with respect to which the Loan Parties have
paid additional amounts pursuant to this Section (whether by way of direct
payment or by offset), within 45 days of such determination it shall pay to the
Loan Party Representative an amount equal to such refund (but only to the extent
of indemnity payments made, or additional amounts paid, by the Loan Parties
under this Section with respect to the Taxes or Other Taxes giving rise to such
refund), net of all reasonable out-of-pocket expenses of the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the Loan Parties, upon the request of the
Administrative Agent, such Lender or the L/C Issuer to the Loan Party
Representative, agrees to repay the amount paid over

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to the Loan Party Representative (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent,
such Lender or the L/C Issuer in the event the Administrative Agent, such Lender
or the L/C Issuer is required to repay such refund to such Governmental
Authority. This subsection shall not be construed to require the Administrative
Agent, any Lender or the L/C Issuer to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to the Loan
Party Representative, any Loan Party or any other Person.

      SECTION 3.02 ILLEGALITY. If any Lender determines that any Change in Law
has made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurodollar Rate Loans, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take
deposits of Dollars in the London interbank market, or to determine or charge
interest rates based upon the Eurodollar Rate, then, on notice thereof by such
Lender to the Loan Party Representative through the Administrative Agent, any
obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such
Lender notifies the Administrative Agent and the Loan Party Representative that
the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, the Borrower shall, upon demand from such Lender (with a
copy to the Administrative Agent), prepay or, if applicable, convert all
Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day
of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender
may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the
amount so prepaid or converted. At such time as any such Lender determines that
the circumstances giving rise to such determination no longer exist, it shall so
notify the Administrative Agent and the Loan Party Representative.

      SECTION 3.03 INABILITY TO DETERMINE RATES. If the Required Lenders
determine that for any reason in connection with any request for a Eurodollar
Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits
are not being offered to banks in the London interbank eurodollar market for the
applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate
and reasonable means do not exist for determining the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan or (c)
that the Eurodollar Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to
such Lenders of funding such Loan, the Administrative Agent will promptly so
notify the Loan Party Representative and each Lender. Thereafter, the obligation
of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended
until the Administrative Agent (upon the instruction of the Required Lenders)
revokes such notice. Upon receipt of such notice, the Loan Party Representative
may revoke any pending request for a Borrowing of, conversion to or continuation
of Eurodollar Rate Loans, and if it does not revoke such request, it will be
deemed to have converted such request into a request for a Borrowing of Base
Rate Loans in the amount specified therein. At the request of the Loan Party
Representative, the Administrative Agent shall ask the Required Lenders whether
the circumstances giving rise to such determination no longer exist and they are
able to give any such revocation instruction.

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      SECTION 3.04 INCREASED COSTS.

            (a) Increased Costs Generally. If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
      deposit, compulsory loan, insurance charge or similar requirement against
      assets of, deposits with or for the account of, or credit extended or
      participated in by, any Lender (except any reserve requirement reflected
      in the Eurodollar Rate) or the L/C Issuer;

                  (ii) subject any Lender or the L/C Issuer to any Tax with
      respect to this Agreement, any Letter of Credit, any participation in a
      Letter of Credit or any Eurodollar Rate Loan made by it, or change the
      basis of taxation of payments to such Lender or the L/C Issuer in respect
      thereof (except for Indemnified Taxes or Other Taxes covered by Section
      3.01 and the imposition of, or any change in the rate of, any Excluded Tax
      payable by such Lender or the L/C Issuer); or

                  (iii) impose on any Lender or the L/C Issuer or the London
      interbank market any other condition, cost or expense affecting this
      Agreement or Eurodollar Rate Loans made by such Lender or any Letter of
      Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount), then, upon request of such Lender or the L/C Issuer, the Borrower will
pay to such Lender or the L/C Issuer, as the case may be, such additional amount
or amounts as will compensate such Lender or the L/C Issuer, as the case may be,
for such additional costs incurred or reduction suffered.

            (b) Capital Requirements. If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender's or the L/C Issuer's holding company, if
any, regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the L/C Issuer's capital or on the capital of
such Lender's or the L/C Issuer's holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender's or the L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender's or the L/C Issuer's holding company for any such reduction
suffered.

            (c) Certificates for Reimbursement. A certificate of a Lender or the
L/C Issuer setting forth in reasonable detail the calculation of the amount or
amounts necessary to

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compensate such Lender or the L/C Issuer or its holding company, as the case may
be, as specified in subsection (a) or (b) of this Section and delivered to the
Loan Party Representative shall be conclusive absent manifest error. The
Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount
shown as due on any such certificate within 10 days after receipt thereof.

            (d) Delay in Requests. Failure or delay on the part of any Lender or
the L/C Issuer to demand compensation pursuant to the foregoing provisions of
this Section shall not constitute a waiver of such Lender's or the L/C Issuer's
right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions
suffered more than six months prior to the date that such Lender or the L/C
Issuer, as the case may be, notifies the Loan Party Representative of the Change
in Law giving rise to such increased costs or reductions and of such Lender's or
the L/C Issuer's intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the six-month period referred to above shall be extended to include the
period of retroactive effect thereof).

      SECTION 3.05 FUNDING LOSSES. (a) Upon demand of any Lender (with a copy to
the Administrative Agent) from time to time, the Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:

                  (i) any continuation, conversion, payment or prepayment of any
      Loan (other than a Base Rate Loan or a RTFC Variable Rate Loan) on a day
      other than the last day of the Interest Period for such Loan (whether
      voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

                  (ii) any failure by the Borrower (for a reason other than the
      failure of such Lender to make a Loan) to prepay, borrow, continue or
      convert any Loan (other than a Base Rate Loan or a RTFC Variable Rate
      Loan) on the date or in the amount notified by the Loan Party
      Representative; or

                  (iii) any assignment of a Eurodollar Rate Loan on a day other
      than the last day of the Interest Period therefor as a result of a request
      by the Borrower pursuant to Section 11.13.

            (b) In the case of any such Eurodollar Rate Loan, any such loss,
cost or expense will include any loss of anticipated profits and any loss or
expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained. The Borrower shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing. For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05 in respect of Eurodollar Rate Loans, each Lender shall be
deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar
Rate for such Loan by a matching deposit or other borrowing in the London
interbank eurodollar market for a comparable amount and for a comparable period,
whether or not such Eurodollar Rate Loan was in fact so funded.

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            (c) In the case of any such RTFC Fixed Rate Loan voluntarily prepaid
pursuant to Section 2.05(a) or mandatorily prepaid pursuant to Section
2.05(b)(ii), (iii), (iv) or (v), such loss, cost and expense shall be deemed to
be equal to the applicable RTFC Make Whole Premium.

      SECTION 3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

            (a) Designation of a Different Lending Office. If any Lender
requests compensation under Section 3.04, or a Loan Party is required to pay any
additional amount or indemnification to any Lender or any Governmental Authority
for the account of any Lender pursuant to Section 3.01, or if any Lender gives a
notice pursuant to Section 3.02, then such Lender shall use reasonable efforts
to designate a different Lending Office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the
need for the notice pursuant to Section 3.02, as applicable, and (ii) in each
case, would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

            (b) Replacement of Lenders. If any Revolving Lender or Tranche B
Term Lender requests compensation under Section 3.04, or submits a notice
pursuant to Section 3.02 with respect to circumstances that do not affect the
other Lenders hereunder, or if a Loan Party is required to pay any additional
amount or indemnification to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.01, the Borrower may replace such
Lender in accordance with Section 11.13.

      SECTION 3.07 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION. A
certificate of the Administrative Agent or any Lender claiming compensation
under this Article III and setting forth in reasonable detail the calculation of
the additional amount or amounts to be paid to it hereunder shall be conclusive
in the absence of manifest error. In determining such amount, the Administrative
Agent or such Lender may use any reasonable averaging and attribution methods.

      SECTION 3.08 SURVIVAL. All of the Loan Parties' obligations under this
Article III shall survive termination of the Commitments and repayment of all
other Obligations hereunder.

                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      SECTION 4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The effectiveness of
this Agreement to amend and restate the Existing Senior Credit Agreement as
provided in Section 2.14, and the obligation of the L/C Issuer and each Lender
to make its initial Credit Extension hereunder are subject to satisfaction of
the following conditions precedent:

            (a) The Administrative Agent's receipt of the following, each of
which shall be originals or telecopies (followed promptly by originals) unless
otherwise specified, each dated

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the Closing Date (or, in the case of certificates of governmental officials, a
recent date before the Closing Date) and each in form and substance reasonably
satisfactory to the Administrative Agent and each of the Lenders:

                  (i) counterparts of this Agreement and the Pledge and Security
      Agreement, each executed by each Loan Party, sufficient in number for
      distribution to the Administrative Agent, each Lender and the Loan Party
      Representative;

                  (ii) original Notes executed by the Borrower in favor of each
      Lender requesting Notes;

                  (iii) such certificates of resolutions or other action,
      incumbency certificates and/or other certificates of a Responsible Officer
      or Secretary of each Loan Party as the Administrative Agent may require
      evidencing the identity, authority and capacity of each Responsible
      Officer authorized to act on behalf of such Loan Party in connection with
      this Agreement and the other Loan Documents to which such Loan Party is a
      party;

                  (iv) such documents and certifications as the Administrative
      Agent may reasonably require to evidence that each of the Consolidated
      Parties is duly organized or formed, validly existing, in good standing in
      its jurisdiction of organization, including, certified copies of the
      Organization Documents of the Loan Parties (or confirmation that there has
      been no change to any such Organization Documents previously delivered in
      connection with the Existing Senior Credit Agreement) and certificates of
      good standing of the Loan Parties;

                  (v) favorable opinions of special counsel and local counsel
      for the Loan Parties, addressed to the Administrative Agent and each
      Lender, as to the matters set forth in Exhibit G hereto and such other
      matters concerning the Loan Parties, the Loan Documents, the Collateral
      and the consents and approvals from Governmental Authorities referred to
      in clause (vi) below as the Administrative Agent and the Syndication
      Agents may reasonably request;

                  (vi) a certificate of a Responsible Officer or the Secretary
      of the Loan Party Representative either attaching copies of, or
      describing, all Governmental Authorizations (including FCC Licenses and
      PUC Authorizations, but excluding the authorization of the Arkansas PUC
      referenced in Section 6.17), and all material consents and approvals of
      shareholders and other Persons, required in connection with the execution,
      delivery and performance by each Loan Party, and the validity against such
      Loan Party of the Loan Documents and the other Transaction Documents to
      which it is a party (including, without limitation, the expiration,
      without imposition of material conditions, of all applicable waiting
      periods in connection with the transactions contemplated by the Loan
      Documents and the other Transaction Documents), and such consents,
      licenses and approvals shall be in full force and effect;

                  (vii) copies of the financial statements referred to in
      Sections 5.05(a) through (c);

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                  (viii) a certificate signed by a Responsible Officer or the
      Secretary of Holdings certifying (A) that the conditions specified in
      Sections 4.02(a) and (b) have been satisfied, and (B) that there has been
      no event or circumstance since the date of the most recent Audited
      Financial Statements that has had or could be reasonably expected to have,
      either individually or in the aggregate, a Material Adverse Effect;

                  (ix) (A) evidence that all insurance required to be maintained
      pursuant to the Loan Documents has been obtained and is in full force, and
      (B) delivery of endorsements and certificates naming the Administrative
      Agent as loss payee on all property insurance and the Administrative Agent
      and the Lenders as additional insured under all liability insurance;

                  (x) a Perfection Certificate duly completed by the Loan Party
      Representative for the Loan Parties;

                  (xi) to the extent not provided pursuant to the Existing
      Senior Credit Agreement, original certificates evidencing all of the
      issued and outstanding shares of capital stock or other certificated
      Equity Interests (including, if available on the Closing Date, the SCCs)
      required to be pledged pursuant to the terms of the Pledge and Security
      Agreement, which certificates shall be accompanied by undated stock powers
      duly executed in blank by each relevant pledgor in favor of the
      Administrative Agent;

                  (xii) to the extent not provided pursuant to the Existing
      Senior Credit Agreement, the original Intercompany Notes required to be
      pledged pursuant to the terms of the Pledge and Security Agreement, duly
      endorsed in blank by each relevant pledgor in favor of the Administrative
      Agent;

                  (xiii) (A) acknowledgment copies (or delivery in proper form
      for filing) of UCC financing statements naming each Loan Party as the
      debtor and the Administrative Agent as the secured party, which such UCC
      financing statements have been filed, or have been delivered to the
      Administrative Agent for filing, under the UCC of all jurisdictions as may
      be necessary or, in the opinion of the Administrative Agent, desirable to
      perfect the first priority security interest of the Administrative Agent
      pursuant to the Pledge and Security Agreement; and (B) evidence
      satisfactory to the Administrative Agent of the filing (or delivery to the
      Administrative Agent for filing) of the Intellectual Property Security
      Agreements with the United States Patent and Trademark Office and United
      States Copyright Office;

                  (xiv) evidence that all other action that the Administrative
      Agent may reasonably deem necessary or desirable in order to perfect and
      protect the first priority liens and security interests created under the
      Collateral Documents has been taken;

                  (xv) certified copies of all Transaction Documents (other than
      the Loan Documents), which shall be in form and substance reasonably
      satisfactory to the Arrangers and the Administrative Agent;

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                  (xvi) in each case giving effect to the Transaction on a Pro
      Forma Basis as of the last day of the fiscal quarter of Holdings most
      recently ended prior to the Closing Date for which financial statements
      have been delivered pursuant to the Existing Senior Credit Agreement, (A)
      a duly completed Compliance Certificate signed by a Responsible Officer of
      Holdings, which shall reflect that the Consolidated Total Leverage Ratio
      as of such date is not greater than 4.40:1.0, and (B) a calculation of the
      ratio of (1) the outstanding amount of Consolidated Funded Indebtedness
      which is secured by a first priority security interest on any property of
      a Loan Party to (2) Consolidated EBITDA (as defined in the Existing Senior
      Credit Agreement) for the period of four fiscal quarters ended as of the
      last day of such fiscal quarter;

                  (xvii) a duly completed initial Request for Credit Extension
      executed by a Responsible Officer of the Loan Party Representative; and

                  (xviii) such other assurances, certificates, documents,
      consents and waivers, estoppel certificates, or opinions as the
      Administrative Agent, the L/C Issuer, the Swing Line Lender or the
      Required Lenders reasonably may require.

            (b) The Arrangers and the Administrative Agent shall be satisfied
that the Transaction has been consummated in accordance with the Transaction
Documents or that satisfactory arrangements for such transactions, and for the
application of the proceeds thereof, have been made.

            (c) The Arrangers and the Administrative Agent shall be satisfied
that, concurrently with the Closing Date, all existing Indebtedness of the
Consolidated Parties under the Existing Facilities (except as provided in
Section 2.14) has been repaid, redeemed or defeased in full or otherwise
satisfied and extinguished, and all Liens securing the obligations under the
Existing Second Lien Loan Agreement have been or concurrently with the Closing
Date are being released.

            (d) After giving effect to the transactions contemplated by the
Transaction Documents, the Arrangers and the Administrative Agent shall be
reasonably satisfied with, the corporate, capital and ownership structure
(including, without limitation, the Organization Documents and each agreement
and instrument relating thereto, and the amount, terms and holders of
intercompany Indebtedness) of the Consolidated Parties.

            (e) There shall exist (i) no order, decree, judgment, ruling,
injunction, writ, temporary restraining order or other order of any nature
issued by any court or Governmental Authority or (ii) no action, suit,
investigation, litigation, claim, dispute or proceeding, pending, or to the
knowledge of the Loan Party Representative, threatened or contemplated, at law
or in equity, in arbitration or before any Governmental Authority by or against
any Consolidated Party or against any of their respective properties or
revenues, in each case, that (A) purports to affect, pertain to or enjoin or
restrain the execution, delivery and performance of the Loan Documents and any
other Transaction Document or any transactions contemplated hereby or thereby,
(B) either individually or in the aggregate could reasonably be expected to have
a Material Adverse Effect or (C) purports to affect the legality, validity or
enforceability of any Loan Document or

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any other Transaction Document or the consummation of the transactions
contemplated hereby or thereby.

            (f) No Law shall be applicable, in the judgment of the Arrangers and
the Administrative Agent, in each case that restrains, prevents or imposes
materially adverse conditions upon the transactions contemplated by the Loan
Documents and the other Transaction Documents or the rights of the Loan Parties
thereunder, to freely transfer or otherwise dispose of, or to create any Lien
on, any properties now owned or hereafter acquired by any of them, except for
the consents and approvals of (i) the FCC and any applicable PUC that would be
necessary in connection with a change of control of certain Loan Parties or the
transfer or assignment of certain Governmental Authorizations and (ii) the
Arkansas PUC as contemplated pursuant to Section 6.17.

            (g) On the Closing Date after giving effect to the transactions
contemplated by the Transaction Documents, the borrowers under the Existing
Facilities shall have received gross proceeds from the IPO Transaction, which
when aggregated with the proceeds of the Term Loans (and the proceeds of any
Revolving Loans as may be borrowed hereunder on the Closing Date) and the
proceeds of the Permitted Additional Debt to be issued as a part of the
Transaction, shall be sufficient to, and shall be used to, consummate the
transactions contemplated in the Transaction Documents to be consummated on the
Closing Date, including to pay any Restricted Payments contemplated to be paid
as a part of the Transaction and to pay fees and expenses in connection with the
Transaction in amounts approved by the Arrangers.

            (h) The Administrative Agent shall have received certification as to
the financial condition and solvency of each Loan Party after giving effect to
the transactions contemplated by the Transaction Documents by the chief
financial officer of Holdings.

            (i) The credit facilities evidenced by this Agreement shall have
received a debt rating from Moody's and S&P.

            (j) The initial Credit Extension under the Revolving Facility may
include an L/C Credit Extension, but, except as otherwise agreed by the
Arrangers, will not include any Revolving Borrowing.

            (k) The Commitment Letter and Fee Letter shall be in full force and
effect and Holdings shall have complied with all of its obligations thereunder.

            (l) Any fees and expenses required to be paid on or before the
Closing Date shall have been paid, including those fees and expenses set forth
in the Commitment Letter and Fee Letter, or shall be paid from the proceeds of
the initial Loans on the Closing Date.

            (m) The Borrower shall have paid all reasonable fees, charges and
disbursements of counsel to the Administrative Agent to the extent invoiced
prior to or on the Closing Date, plus such additional reasonable amounts of
fees, charges and disbursements of counsel to the Administrative Agent as shall
constitute its reasonable estimate of fees, charges and disbursements of counsel
to the Administrative Agent incurred or to be incurred by it through the closing
proceedings (provided, that such estimate shall not thereafter preclude a final

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settling of accounts among the Borrower and the Administrative Agent) or such
amounts shall be paid from the proceeds of the initial Loans on the Closing
Date.

      Without limiting the generality of the provisions of Section 10.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

      SECTION 4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each
Lender to honor any Request for Credit Extension (other than a Loan Notice
requesting only a conversion of Loans to the other Type, or a continuation of
Eurodollar Rate Loans or RTFC Fixed Rate Loans) is subject to the following
conditions precedent:

            (a) The representations and warranties of the Loan Parties contained
in Article V or any other Loan Document, or which are contained in any document
furnished at any time under or in connection herewith or therewith, shall be
true and correct in all material respects on and as of the date of such Credit
Extension, (i) except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date, and (ii) except that
for purposes of this Section 4.02, the representations and warranties contained
in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to subsections (a) and (b), respectively,
of Section 6.01.

            (b) No Default shall exist, or would result from such proposed
Credit Extension or from the application of the proceeds thereof.

            (c) The Administrative Agent and, if applicable, the L/C Issuer or
the Swing Line Lender, shall have received a Request for Credit Extension, in
each case in accordance with the requirements hereto.

      Each Request for Credit Extension (other than a Loan Notice requesting
only a conversion of Loans to the other Type or a continuation of Eurodollar
Rate Loans or RTFC Fixed Rate Loans) submitted by the Loan Party Representative
shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date
of the applicable Credit Extension.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

      Each Loan Party represents and warrants to the Administrative Agent and
the Lenders that:

      SECTION 5.01 EXISTENCE, QUALIFICATION AND POWER. Each of the Consolidated
Parties (a) is duly organized or formed, validly existing and in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has
all requisite corporate or other organizational power and authority and all
requisite Governmental Authorizations to (i) own or

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lease its assets and carry on its business as presently conducted and (ii)
execute, deliver and perform its obligations under the Loan Documents to which
it is a party, and (c) is duly qualified and in good standing under the Laws of
each jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification and where the failure to be
so qualified could reasonably be expected to have a Material Adverse Effect.

      SECTION 5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party have been duly authorized by all necessary corporate or other
organizational action. The execution, delivery and performance by each Loan
Party of each Loan Document to which it is a party, and the consummation of the
transactions contemplated hereby with respect to each Loan Party, do not and
will not: (a) contravene the terms of any of such Person's Organization
Documents; (b) in any material respect conflict with or result in any breach or
contravention of, or (except for the Liens created under the Loan Documents) the
creation of any Lien under, or require any payment to be made under (i) any
Contractual Obligation to which such Person is a party or affecting such Person
or properties of such Person or any of its Restricted Subsidiaries or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Person or its property is subject; or (c) violate any Law.

      SECTION 5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No Governmental
Authorization (including, without limitation, any FCC License or PUC
Authorization) and no material approval, consent, authorization, or other
action, or notice to any other Person (including any party to any contract or
agreement to which any of Holdings or its Restricted Subsidiaries is a party) is
necessary or required in connection with (a) the execution, delivery or
performance by, or enforcement against, any Loan Party of this Agreement or any
other Loan Document (other than those that have been obtained, the PUC
Authorization from the PUC in Arkansas contemplated to be delivered pursuant to
Section 6.17(b), or that may be required in respect of any Governmental
Authorization or Contractual Obligation upon the exercise of remedies under the
Loan Documents), (b) the validity or enforceability of any Loan Documents
against the Loan Parties (except such filings as are necessary in connection
with the perfection of the Liens created by such Loan Documents), or (c) the
consummation of the transactions contemplated hereby, including the consummation
of all the transactions contemplated in the Transaction Documents, other than
(i) the filing of financing statements in the UCC filing offices of each
jurisdiction referred to in Schedule 5 to the Perfection Certificate and any
local or other UCC filing relating to Fixtures, (ii) the filing of the Pledge
and Security Agreement or Intellectual Property Security Agreements with the
United States Patent and Trademark Office, or the United States Copyright
Office, as applicable, (iii) the execution of the Account Control Agreements
identified on Schedule 8 to the Perfection Certificate, (iv) the filing of
amendments and restatements to each Existing Mortgage as contemplated by Section
6.17(a), and (v) those listed on Schedule 5.03 hereto, all of which have been
obtained.

      SECTION 5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document to which any Loan Party is a party, when delivered hereunder, will have
been, duly executed and delivered by each Loan Party that is party thereto. This
Agreement constitutes, and each other Loan Document to which any Loan Party is a
party when so delivered will constitute, a legal, valid and binding obligation
of such Loan Party, enforceable against each such Person in accordance with its
terms, except as enforceability may be limited by applicable Debtor Relief

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Laws and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).

      SECTION 5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

            (a) The Audited Financial Statements furnished to each of the
Administrative Agent and each Lender (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, (ii) fairly present in all material respects the
financial condition of VTC and its Subsidiaries, Southwest and its Subsidiaries
and Southwest II and its Subsidiaries, as applicable, as of the date thereof,
and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein, and (iii) show all material indebtedness and
other material liabilities, direct or contingent, of VTC and its Subsidiaries,
Southwest and its Subsidiaries and Southwest II and its Subsidiaries, as
applicable, as of the date thereof, including liabilities for taxes, material
commitments and Indebtedness to the extent required in accordance with GAAP.

            (b) The Unaudited Financial Statements furnished to the
Administrative Agent and each Lender (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present in all material respects the
financial condition, when read together with the notes therein, of VTC and its
Subsidiaries as of the date thereof, and their results of operations for the
period covered thereby, subject, in the case of clauses (i) and (ii) above, to
the absence of footnotes and to year-end audit adjustments and (iii) show all
material indebtedness and other material liabilities, direct or contingent, of
VTC and its Subsidiaries as of the date of such financial statements, including
liabilities for taxes, material commitments and Indebtedness to the extent
required in accordance with GAAP.

            (c) The unaudited consolidated balance sheets and income statements
(including a calculation of Consolidated Adjusted EBITDA) of Holdings and its
Subsidiaries, as at the end of the most recent fiscal quarter prior to the
Closing Date for which financial information is available, were prepared on a
Pro Forma Basis giving effect to the consummation of the Transaction, for the
trailing four quarters of operations ending on such most recently ended fiscal
quarter of Holdings and its Subsidiaries, and have been furnished to each
Lender. Such pro-forma balance sheets and income statements have been prepared
in good faith by Holdings based on the assumptions believed by Holdings on the
date hereof and on the Closing Date to be reasonably based on the best
information available to Holdings as of the date of delivery thereof, accurately
reflect all material adjustments required to be made to give effect to the
transactions contemplated by the Transaction Documents, and present fairly in
all material respects on a Pro Forma Basis the estimated consolidated financial
position of Holdings and its Subsidiaries as of the most recent fiscal quarter
prior to the Closing Date. None of Holdings or any of its Subsidiaries has any
reason to believe that such pro-forma balance sheets or income statements are
misleading in any material respect in light of the circumstances existing at the
time of the preparation thereof.

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            (d) As of the Closing Date, since the date of the Audited Financial
Statements, there has been no event or circumstance, either individually or in
the aggregate, that has had or could reasonably be expected to have a Material
Adverse Effect.

      SECTION 5.06 LITIGATION. There are no actions, suits, investigations (to
the knowledge of the Consolidated Parties), litigations, claims, disputes or
proceedings, pending or, to the knowledge of the Loan Parties, threatened, at
law, in equity, in arbitration or before any Governmental Authority, by or
against any of Holdings or any of its Restricted Subsidiaries or against any of
their respective properties or revenues or orders, decrees, judgments, rulings,
injunctions, writs, temporary restraining orders or other orders of any nature
issued by any court or Governmental Authority that (a) purport to affect,
pertain to or enjoin or restrain the execution, delivery or performance of the
Loan Documents or any other Transaction Documents, or any of the transactions
contemplated hereby or thereby, (b) (i) as of the Closing Date, except as
specifically disclosed in Schedule 5.06, either individually or in the
aggregate, could reasonably be expected to result in (A) a judgment or order for
the payment of money exceeding the Threshold Amount and not covered by insurance
or (B) a non-monetary judgment that could reasonably be expected to have a
Material Adverse Effect, and (ii) at any time after the Closing Date, (A) there
has been no material adverse change in the status, or financial effect on any
Loan Party or any Restricted Subsidiary thereof, of the matters described on
Schedule 5.06, or (B) either individually or in the aggregate, could reasonably
be expected to result in a judgment that could reasonably be expected to have a
Material Adverse Effect, or (c) purport to affect the legality, validity or
enforceability of the Loan Documents and any other Transaction Document or the
consummation of the transactions contemplated hereby and thereby.

      SECTION 5.07 NO DEFAULT. None of Holdings nor any of its Restricted
Subsidiaries is in default under or with respect to any Contractual Obligation
that could, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. No Default has occurred and is continuing or
would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document or any other Transaction Document.

      SECTION 5.08 SUBSIDIARIES AND EQUITY INVESTMENTS. On and as of the Closing
Date and on and as of each date thereafter the Loan Party Representative
delivers a Compliance Certificate pursuant to Section 6.02(b) or a certificate
of a Responsible Officer pursuant to Section 6.11, Holdings and each Restricted
Subsidiary has no First-Tier Subsidiaries other than those specifically
disclosed in Part (a) of Schedule 5.08 as supplemented from time to time by the
Loan Party Representative (including the jurisdiction of organization, classes
of Equity Interests, options, warrants, rights of subscription, conversion and
exchangeability and other similar rights, ownership and ownership percentages
thereof), and neither Holdings nor any of its Restricted Subsidiaries has equity
investments in any other corporation or entity with an aggregate original cost
for any such Investment in any such corporation or entity in excess of $250,000
other than those specifically disclosed in Part (b) of Schedule 5.08 as so
supplemented (other than any such equity investments constituting Securities or
Security Entitlements maintained in a Securities Account (as such terms are
defined in the Pledge and Security Agreement) subject to an Account Control
Agreement). The outstanding shares of Equity Interests shown have been validly
issued, fully-paid and are non-assessable (other than with respect to any
partnership or limited liability company) and owned free and clear of Liens
other

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than the Lien of the Pledge and Security Agreement and other Permitted Liens.
The outstanding shares of Equity Interests shown are not subject to buy-sell,
voting trust or other shareholder agreement, except as specifically disclosed in
Part (c) of Schedule 5.08 as so supplemented.

      SECTION 5.09 OWNERSHIP. Schedule 5.09 sets forth a true and accurate list
as of the Closing Date after giving effect to the Transaction of each holder of
Equity Interests of Holdings (other than any such Equity Interests sold to the
public in the IPO Transaction), indicating the name of each such holder and the
Equity Interests held by each such Person. All of the outstanding shares of
Equity Interests of Holdings have been duly and validly issued, are fully paid
and nonassessable and were not issued in violation of any preemptive rights of
any stockholder. As of the Closing Date there are no shareholders agreements or
other agreements pertaining to the ownership of the Equity Interests of Holdings
or any of its Restricted Subsidiaries, except as provided in Schedule 5.16.

      SECTION 5.10 OWNERSHIP OF PERSONAL PROPERTY; LIENS. Each Consolidated
Party has good title to all of its respective personal properties and assets
that is material to its business, free and clear of any Liens, except for
Permitted Liens. Each Consolidated Party has obtained all Governmental
Authorizations and all private permits, licenses, franchises or other
certifications, consents, approvals and authorizations, governmental or private,
necessary to the ownership of such properties and assets and the conduct of its
business, except where any failure to do so could not reasonably be expected to
have a Material Adverse Effect.

      SECTION 5.11 INTELLECTUAL PROPERTY; LICENSES, ETC. Each Consolidated Party
owns, or possesses the right to use, all of the material trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other intellectual property rights (collectively, "IP Rights") that are
reasonably necessary for the operation of its businesses as presently conducted,
without known conflict with the rights of any other Person. To the best
knowledge of the Loan Parties, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by any Consolidated Party infringes in any material
respect upon any rights held by any other Person. No claim or litigation
regarding any of the foregoing is pending or, to the best knowledge of the Loan
Parties, threatened, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

      SECTION 5.12 REAL ESTATE, LEASES. (a) On and as of the Closing Date and
each date on which a Compliance Certificate is delivered by the Loan Party
Representative pursuant to Section 6.02(b), except as set forth on Schedule 5.12
as supplemented from time to time by the Borrower (or on its behalf by the Loan
Party Representative), (i) no Loan Party owns any Real Property Asset with a
fair market value in excess of $1,000,000 which, as of such date, is not subject
to an Existing Mortgage (as such Existing Mortgage may be amended and restated
pursuant to a Mortgage as provided in Section 6.17) or a Mortgage delivered
pursuant to Section 6.12, and Schedule 5.12 as so supplemented accurately
describes the location, by state and street address of each such Real Property
Asset and (ii) no Loan Party leases any Real Property Asset at which personal
property (including fixtures) of the Loan Parties with an aggregate fair market
value in excess of $1,000,000 is located, and Schedule 5.12 as so supplemented
accurately describes the location, by state and street address of each such Real
Property Asset, together with the identity of the lessor and lessee, the term of
the lease and the annual rental payments.

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            (b) Each Consolidated Party has (i) good and marketable fee title to
all of its owned Real Property Assets and (ii) good and valid title to the
leasehold estates in all of the leased Real Property Assets, in each case free
and clear of all Liens, easements, covenants, rights-of-way and other similar
restrictions of any nature whatsoever, except Permitted Liens.

            (c) All Governmental Authorizations and all private consents,
approvals and authorizations with respect to the Real Property Assets, necessary
to enable the Consolidated Parties to lawfully occupy and use such property for
all of the purposes for which it is currently occupied and used have been
lawfully issued and are in full force and effect except as could not reasonably
be expected to have a Material Adverse Effect. All the Real Property Assets are
in compliance in all material respects with all applicable legal requirements,
including the Americans with Disabilities Act of 1990.

            (d) Except as set forth on Schedule 5.12 as supplemented, no consent
or approval of any landlord or other third party in connection with any material
leased Real Property Assets is necessary for any Loan Party to enter into and
execute the Loan Documents.

      SECTION 5.13 ENVIRONMENTAL MATTERS. Except as disclosed on Schedule 5.13
or as would not reasonably be expected to have a Material Adverse Effect:

            (a) Each of the facilities and properties owned, leased or operated
by any Consolidated Party (the "Subject Properties") and all operations at the
Subject Properties are in compliance with all applicable Environmental Laws, and
there is no violation of any Environmental Law by any Consolidated Party with
respect to the Subject Properties or the businesses operated by the Consolidated
Parties (the "Businesses"), and there are no conditions relating to the
Businesses or Subject Properties that could give rise to liability under any
applicable Environmental Laws.

            (b) None of the Subject Properties contains, or has previously
contained, any Hazardous Materials at, on or under the Subject Properties in
amounts or concentrations that constitute or constituted a violation of, or
could give rise to liability under, Environmental Laws.

            (c) None of the Consolidated Parties has received any written or
verbal notice of, or inquiry from any Governmental Authority regarding, any
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Subject Properties or the Businesses, nor does any
Consolidated Party have knowledge or reason to believe that any such notice will
be received or is being threatened.

            (d) Hazardous Materials have not been transported or disposed of
from the Subject Properties, or generated, treated, stored or disposed of at, on
or under any of the Subject Properties or any other location, in each case by or
on behalf of any of the Consolidated Parties in violation of, or in a manner
that would be reasonably likely to give rise to liability under, any applicable
Environmental Law.

            (e) No judicial proceeding or governmental or administrative action
is pending or, to the best knowledge of the Loan Parties, threatened, under any
Environmental Law

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to which any Consolidated Party is or will be named as a party, nor are there
any consent decrees or other decrees, consent orders, administrative orders or
other orders, or other administrative or judicial requirements outstanding under
any Environmental Law with respect to any Consolidated Party, the Subject
Properties or the Businesses.

            (f) There has been no release or threat of release of Hazardous
Materials at or from the Subject Properties, or arising from or related to the
operations (including, without limitation, disposal) of the Consolidated Parties
in connection with the Subject Properties or otherwise in connection with the
Businesses, in violation of, or in amounts or in a manner that could give rise
to liability under, Environmental Laws.

      SECTION 5.14 SECURITY DOCUMENTS.

            (a) The Pledge and Security Agreement is effective to create in
favor of the Administrative Agent, for the ratable benefit of the Secured
Parties, a legal, valid and enforceable first priority security interest
(subject to Permitted Liens) in the Collateral identified therein owned by each
Loan Party who is a party thereto, and, when financing statements in appropriate
form are filed as provided in Section 5.03, the Pledge and Security Agreement
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the grantors thereunder in such Collateral that may be
perfected by filing, recording or registering a financing statement under the
UCC, in each case prior and superior in right to any other Lien on any
Collateral other than Permitted Liens.

            (b) The Pledge and Security Agreement is effective to create in
favor of the Administrative Agent, for the ratable benefit of the Secured
Parties, a legal, valid and enforceable security interest in the Pledged Equity
and Pledged Debt (each as defined in the Pledge and Security Agreement)
identified therein, and, when such Pledged Equity which are certificated
securities and such Pledged Debt are delivered to the Administrative Agent (and
so long as they continue to be properly held by the Administrative Agent), the
Pledge and Security Agreement shall constitute a fully perfected first priority
Lien on, and security interest in, all right, title and interest of the pledgors
thereunder in such Pledged Equity and Pledged Debt, in each case subject to no
other prior Lien.

            (c) The Pledge and Security Agreement, together with the
Intellectual Property Security Agreements referred to therein, when duly
recorded in the United States Patent and Trademark Office, or the United States
Copyright Office, as applicable, will constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the grantors thereunder
in all Patents and Patent Licenses, Trademarks and Trademark Licenses and
Copyrights and Copyright Licenses (each as defined in the Pledge and Security
Agreement) owned by such grantors and in which a security interest may be
perfected by filing, recording or registration of an Intellectual Property
Security Agreement in the United States Patent and Trademark Office and the
United States Copyright Office, in each case prior and superior in right to any
other Lien other than Permitted Liens.

            (d) Each Account Control Agreement when duly executed and delivered
by the banks and security intermediaries parties thereto will constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Deposit Accounts and

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Securities Accounts (described in such Account Control Agreement) prior and
superior in right to any other Person, subject only to other Liens permitted
therein and Permitted Liens.

            (e) Each Mortgage, when executed and delivered pursuant to Sections
6.12(d) and 6.17, and filed in the real estate recording offices specified in
such Mortgage, will be effective to create in favor of the Administrative Agent
for the ratable benefit of the Secured Parties, a legal, valid, enforceable and
perfected Lien on, and security interest in, all of the right, title and
interest of the Loan Parties in and to the Mortgaged Properties thereunder and
the proceeds thereof, in each case prior and superior in right to any Lien,
other than Permitted Liens.

      SECTION 5.15 INSURANCE. Each of the Consolidated Parties maintains, with
financially sound and reputable insurance companies not Affiliates of any
Consolidated Party, insurance (including liability insurance and casualty
insurance), with respect to its properties and business against loss or damage
of the kinds customarily insured against by Persons engaged in the same or
similar businesses and owning similar properties in localities where any of the
Consolidated Parties operates, of such types and in such amounts, with such
deductibles and covering such risks, as are customarily carried under similar
circumstances by such other Persons (or otherwise required in the Collateral
Documents). All such policies are in full force and effect, all premiums due and
payable thereon have been paid, and no notice of cancellation or termination has
been received with respect to any such policy which has not been replaced on
substantially similar terms prior to the date of such cancellation. The
activities and operations of the Consolidated Parties have been conducted in a
manner so as to conform in all material respects to all applicable provisions of
such insurance policies. Schedule 5.15 sets forth the insurance coverage of each
of the Consolidated Parties as of the Closing Date by carrier, policy number,
expiration date, type and amount.

      SECTION 5.16 TRANSACTIONS WITH AFFILIATES. Except as set forth in Schedule
5.16, none of Holdings or any of its Restricted Subsidiaries will be,
immediately after giving effect to the transactions contemplated by the
Transaction Documents on the Closing Date, a party to or engaged in any
transaction with, and none of the properties and assets of any of Holdings or
any of its Restricted Subsidiaries will be, immediately after giving effect to
the transactions contemplated by the Transaction Documents on the Closing Date,
subject to or bound by any agreement or arrangement with any Affiliate of
Holdings (other than transactions, agreements and arrangements with another
Restricted Subsidiary).

      SECTION 5.17 TAXES. Each Consolidated Party has filed, has caused to be
filed or has been included in all Federal and all material state, local and
other tax returns and reports required to be filed, and has paid all Taxes shown
thereon to be due and all Federal and all material state, local and other tax
assessment fees and other governmental charges levied or imposed upon them or
their properties, income or assets, together with applicable interest and
penalties, except those which are being contested in good faith by appropriate
proceedings and for which adequate reserves have been provided in accordance
with GAAP. No Loan Party knows of any claims by any Governmental Authority for
any unpaid Taxes against any of Holdings or any of its Restricted Subsidiaries
that would, if made, have a Material Adverse Effect. No Loan Party is a party to
any tax sharing agreement other than as may be permitted pursuant to Section
7.09.

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      SECTION 5.18 ERISA COMPLIANCE.

            (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto, and, to the best
knowledge of the Loan Parties, nothing has occurred which would prevent, or
cause the loss of, such qualification. Holdings and each of its ERISA Affiliates
have made all required material contributions to each Plan subject to Section
412 of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan in respect of any amount in excess of the Threshold Amount.

            (b) There are no pending or, to the best knowledge of the Loan
Parties, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could be reasonably expected to have a
Material Adverse Effect. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan that has resulted
or could reasonably be expected to result in a Material Adverse Effect.

            (c) Except for any thereof that do not give rise to any liability on
the part of the Consolidated Parties which individually or in the aggregate is
reasonably expected to exceed the Threshold Amount: (i) no ERISA Event has
occurred or is reasonably expected to occur; (ii) no Pension Plan has any
Unfunded Pension Liability; (iii) neither Holdings nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent
under Section 4007 of ERISA); (iv) neither Holdings nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Sections 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (v) neither Holdings nor any ERISA Affiliate has engaged
in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

      SECTION 5.19 PURPOSE OF LOANS AND LETTERS OF CREDIT. The proceeds of the
Term Loans and any Revolving Loans made on the Closing Date are to be used
solely to refinance the outstanding obligations under the Existing Facilities
and to pay fees and expenses incurred in connection with the Transaction,
including those contemplated by Section 4.01(m). The proceeds of Credit
Extensions made after the Closing Date are to be used for working capital,
capital expenditures and other purposes of the Loan Parties not in contravention
of any Law or any Loan Document as contemplated by Section 6.13.

      SECTION 5.20 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT.

            (a) None of the Consolidated Parties is engaged and will engage,
principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB),
or extending credit for the purpose of purchasing or carrying margin stock, and
no proceeds of any Loans or drawings under any Letter

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of Credit will be used to purchase or carry any margin stock or to extend credit
to others for the purpose of purchasing or carrying margin stock.

            (b) None of the Consolidated Parties (i) is a "holding company," or
a "subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company," within the meaning
of the Public Utility Holding Company Act of 1935, or (ii) is or is required to
be registered as an "investment company" under the Investment Company Act of
1940. Neither the making of the Loans, nor the issuance of the Letters of Credit
or the application of the proceeds or repayment thereof by the Borrower, nor the
consummation of other transactions contemplated hereunder, will violate any
provision of any such Act or any rule, regulation or order of the SEC.

      SECTION 5.21 DISCLOSURE. Each of the Consolidated Parties has disclosed to
the Administrative Agent and the Lenders all agreements, instruments and
corporate or other restrictions to which it or any of its Restricted
Subsidiaries is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. No report, financial statement, certificate or other information
furnished (whether in writing or orally) by or on behalf of any Consolidated
Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement and the
other Loan Documents or delivered hereunder or thereunder or under any other
Loan Document (in each case, as modified or supplemented by other information so
furnished) taken as a whole contains any material misstatement of fact or omits
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided
that with respect to projected financial information, each Consolidated Party
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time such projections were
prepared.

      SECTION 5.22 COMPLIANCE WITH LAWS. Each Consolidated Party is in
compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

      SECTION 5.23 LABOR MATTERS. Except as would not reasonably be expected to
have a Material Adverse Effect:

            (a) There are no strikes or lockouts against any Consolidated Party
pending or, to the best knowledge of the Loan Parties, threatened.

            (b) The hours worked by and payments made to employees of the
Consolidated Parties have not been in violation of the Fair Labor Standards Act
or any other applicable federal, state, local or foreign Law dealing with such
matters in any case where a Material Adverse Effect would reasonably be expected
to occur as a result of the violation thereof.

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            (c) All payments due from any Consolidated Party, or for which any
claim may be made against any Consolidated Party, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of such Consolidated Party.

            (d) Except as set forth in Schedule 5.23, none of the Consolidated
Parties is a party to a collective bargaining agreement.

Set forth on Schedule 5.23 is a summary as of the Closing Date of all labor
matters pending or, to the best knowledge of the Loan Parties, threatened by or
against any Consolidated Party that could reasonably be expected to result in a
material liability, and none of such labor matters, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.

      SECTION 5.24 SOLVENCY. Immediately after giving effect to the initial
Credit Extension made on the Closing Date, (a) the fair value of the assets of
each of the Loan Parties will exceed its debts and liabilities, subordinated,
contingent or otherwise, (b) the present fair saleable value of the property of
each of the Loan Parties will be greater than the amount that will be required
to pay the probable liability of its debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and
mature, and (c) each of the Loan Parties will not have unreasonably small
capital with which to conduct the business in which it is engaged as such
business is now conducted and is proposed to be conducted following the Closing
Date.

      SECTION 5.25 NATURE OF BUSINESS. Each of Holdings, each Additional
Intermediate Holding Company, VTC, Southwest and Southwest II (a) is engaged
solely in the business of (i) being a holding company for its Restricted
Subsidiaries and any Unrestricted Subsidiaries and (ii) entering into and
performing its obligations under the Loan Documents and any Permitted Additional
Debt Documents to which it is a party, (b) holds no Equity Interests other than
those of its Restricted Subsidiaries and any Unrestricted Subsidiaries, and (c)
has no Indebtedness except as permitted pursuant to Section 7.03(a), (b), (f)
and (g). As of the Closing Date, Holdings and its Subsidiaries are not engaged
in any business other than the telecommunications business.

      SECTION 5.26 INDEPENDENT CREDIT ANALYSIS. Each Guarantor has,
independently and without reliance upon the Administrative Agent or any Secured
Party and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement, the
Guaranty herein and each other Loan Document to which it is or is to be a party,
and such Guarantor has established adequate means of obtaining from each other
Loan Party on a continuing basis information pertaining to, and is now and on a
continuing basis will be completely familiar with, the business, condition
(financial or otherwise), operations, performance, properties and prospects of
such other Loan Party.

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                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other non-contingent Obligation hereunder shall remain unpaid or unsatisfied, or
any Letter of Credit shall remain outstanding, each Loan Party shall, and shall
cause each Consolidated Party to:

      SECTION 6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent
(for further distribution to each Lender), in form and detail reasonably
satisfactory to the Administrative Agent and the Required Lenders:

            (a) as soon as available, but in any event within 90 days after the
end of each fiscal year of Holdings (commencing with the fiscal year ended
December 31, 2004), (i) a consolidated balance sheet of Holdings and its
Subsidiaries, as at the end of such fiscal year, and the respective related
consolidated statements of income or operations, shareholders' equity and cash
flows for such fiscal year, setting forth in comparative form the figures for
the previous fiscal year, and (ii) a consolidating balance sheet of each
Unrestricted Subsidiary which is either a First-Tier Subsidiary of Holdings or a
First-Tier Subsidiary of any of its Restricted Subsidiaries, as at the end of
such fiscal year, and the respective related consolidating statements of income
or operations, for such fiscal year, setting forth in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, such consolidated balance sheet and statements to be
audited and accompanied by (A) reports and opinions of a Registered Public
Accounting Firm of nationally recognized standing, which reports and opinions
shall be prepared in accordance with generally accepted auditing standards and
applicable Securities Laws and shall not be subject to any "going concern" or
like qualification or exception or any qualification or exception as to the
scope of such audit and (B) commencing with the fiscal year ended December 31,
2005, an attestation report of such Registered Public Accounting Firm as to the
Consolidated Parties' internal controls pursuant to Section 404 of
Sarbanes-Oxley to the extent required by the Securities Laws; and each such
consolidating balance sheet and statements to be certified by a Responsible
Officer of Holdings to the effect that such statements are fairly stated in all
material respects when considered in relation to the consolidated financial
statements of Holdings and its Subsidiaries, as applicable;

            (b) as soon as available, but in any event within 45 days after the
end of each of the first three fiscal quarters of each fiscal year of Holdings
(commencing with the fiscal quarter ended March 31, 2005), and within 60 days
after the end of the fourth fiscal quarter of each fiscal year of Holdings
(commencing with the fiscal quarter ended December 31, 2005), (i) a consolidated
balance sheet of Holdings and its Subsidiaries, as at the end of such fiscal
quarter, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal quarter and for the portion
of such fiscal year then ended, setting forth in comparative form the figures
for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
(ii) a consolidating balance sheet of each Unrestricted Subsidiary which is
either a First-Tier Subsidiary of Holdings or a First-Tier Subsidiary of any of
its Restricted Subsidiaries, as at the end of such fiscal quarter, and the
related consolidating statements of income or operations, for such fiscal
quarter and for the portion of such fiscal year then ended, setting forth in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the

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previous fiscal year, all in reasonable detail, and (iii) a schedule describing
in reasonable detail each transaction during such fiscal quarter between a
Consolidated Party and an Unrestricted Subsidiary or other Affiliate of Holdings
(other than any of its Restricted Subsidiaries), together with a copy of any
resolutions or fairness opinions in respect of any such transaction as were
delivered or are required to be delivered pursuant to the terms of any Permitted
Additional Debt, other than any transaction described in the Compliance
Certificate for such quarter delivered pursuant to Section 6.02(b), such
consolidated balance sheet and statements to be certified by a Responsible
Officer of Holdings as fairly presenting in all material respects the financial
condition, results of operations, shareholders' equity and cash flows of
Holdings and its Subsidiaries, on a consolidated basis in accordance with GAAP,
subject only to year-end audit adjustments and the absence of footnotes and such
consolidating balance sheet and statements and such affiliate transaction
schedule to be certified by a Responsible Officer of Holdings to the effect that
such statements are fairly stated in all material respects when considered in
relation to the consolidated financial statements of Holdings and its
Subsidiaries and that such schedule is true, accurate and complete in all
material respects; and

            (c) as soon as available, but in any event no later than 45 days
after the beginning of each fiscal year of Holdings (commencing with the fiscal
year commencing January 1, 2006), a detailed forecast prepared by management of
Holdings in form reasonably satisfactory to the Administrative Agent, of
consolidated balance sheets and statements of income or operations and cash
flows of Holdings and its Subsidiaries on a quarterly basis for such fiscal year
(including the fiscal year in which the Maturity Date occurs).

As to any information contained in materials furnished pursuant to Section
6.02(d), the Loan Parties shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation or the obligation of the Loan Parties to furnish the information and
materials described in clauses (a) and (b) above at the times specified therein.

      SECTION 6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the
Administrative Agent (for further distribution to each Lender), in form and
detail reasonably satisfactory to the Administrative Agent:

            (a) concurrently with the delivery of the financial statements
referred to in Section 6.01(a), a report of the independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default under
the financial covenants set forth herein or, if such knowledge was obtained,
stating the nature and status of such Default and setting forth the details of
such Default (including, to the extent of its knowledge, the action Holdings or
any Restricted Subsidiary has taken with respect thereto, if any);

            (b) concurrently with the delivery of the financial statements
referred to in Sections 6.01(a) and (b) (commencing with the delivery of the
financial statements for the fiscal year ended December 31, 2004), a duly
completed Compliance Certificate signed by a Responsible Officer of Holdings (i)
calculating the Consolidated Interest Coverage Ratio and the Consolidated Total
Leverage Ratio for the four-fiscal quarter period ending on the last day of the
period covered by such financial statements, (ii) certifying whether the Loan
Parties are in compliance with the financial covenants in Section 7.18, (iii)
certifying whether a Dividend

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Suspension Period shall have occurred and be continuing, and (iv) certifying as
to any of the following transactions which have been consummated, payments or
expenditures which have been made, payments which have been received, or other
actions taken by the Consolidated Parties since the date of the then most recent
such certificate, calculating the following amounts for the period covered by
such financial statements and certifying as to the following other matters:

                        (A) any Equity Issuance (other than any Equity Issuance
            by Holdings to any officer, director, employee or consultant
            pursuant to any Plan or other employee compensation or benefit
            arrangement), including (1) the Equity Interests issued and sold,
            (2) the date thereof, (3) the Net Cash Proceeds thereof and (4) the
            use of such proceeds;

                        (B) any Debt Issuance by any Consolidated Party
            including (1) a description of the Indebtedness issued, including
            whether such Indebtedness constitutes Permitted Additional Debt, (2)
            the date thereof, (3) the Net Cash Proceeds thereof, and (4) the use
            of such proceeds (and unless previously certified to the
            Administrative Agent, such certificate shall attach true and correct
            copies of any Permitted Additional Debt Documents in respect of such
            Indebtedness, together with the Certificate from the Loan Party
            Representative contemplated by the definition of Permitted
            Additional Debt);

                        (C) all Restricted Payments made by any Consolidated
            Party (other than a Restricted Payment made to a Consolidated
            Borrower Party), including a description of each Restricted Payment,
            including the date and amount thereof;

                        (D) all Investments made by any Consolidated Party
            (other than (1) any Investment made in a Consolidated Borrower
            Party, (2) Investments made in any other Consolidated Party for the
            purposes of funding, directly or indirectly, any such Investment in
            a Consolidated Borrower Party and (3) Investments in Cash
            Equivalents), including (x) a description of each Investment,
            including the date and amount thereof and (y) whether all or any
            portion of such Investment was funded with Available Equity
            Proceeds;

                        (E) all payments made by any Consolidated Party to
            prepay, redeem, defease or acquire for value prior to stated
            maturity, refund, refinance or exchange any Indebtedness (other than
            Loans hereunder) or any other voluntary or optional payment of any
            such Indebtedness, including (1) a description of the Indebtedness
            prepaid and the amount of such payments and (2) the source of the
            funds for such payments, including whether all or a portion of such
            payments were funded from Available Distributable Cash, Available
            Equity Proceeds or from the proceeds of Permitted Additional Debt;

                        (F) any Permitted Acquisition made by any Consolidated
            Borrower Party, including (1) a description of such Permitted
            Acquisition, including the date of the consummation thereof, (2) the
            aggregate consideration

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            paid by the Consolidated Borrower Parties in connection with such
            Acquisition, including the amount of Indebtedness assumed, (3) the
            portion of such consideration paid with Available Equity Proceeds or
            Available Distributable Cash, if any, and (4) the portion of such
            consideration paid with the Net Cash Proceeds of any Debt Issuance,
            if any (and unless previously certified to the Administrative Agent,
            such certificate shall attach true and correct copies of any
            Acquisition Documents in respect of such Permitted Acquisition);

                        (G) any Consolidated Capital Expenditures, including (1)
            the aggregate amount thereof, (2) the amount of any thereof financed
            with Available Equity Proceeds, and (3) if Consolidated Capital
            Expenditures for the four fiscal quarter period then ended exceed
            $55,000,000, any Consolidated Capital Expenditures in excess of such
            amount which were financed with the proceeds of a Debt Issuance or
            with Reinvestment Funds in such four fiscal quarter period;

                        (H) any Permitted Asset Exchange, including (1) any cash
            consideration paid by the Loan Parties and (2) any Net Cash Proceeds
            received by the Loan Parties in such transaction;

                        (I) calculating Available Equity Proceeds as of the date
            of such certificate, giving effect to the transactions reported in
            such certificate and showing such calculations in reasonable detail;

                        (J) calculating Available Cash as of the last day of the
            fiscal quarter then most recently ended, giving effect to the
            Consolidated Adjusted EBITDA for such quarter reported in such
            certificate and the transactions reported in such certificate and
            showing such calculations in reasonable detail;

                        (K) calculating Available Distributable Cash as of the
            last day of the fiscal quarter then most recently ended, giving
            effect to the Available Cash as of the last day of such quarter
            reported in such certificate and the transactions reported in such
            certificate and showing such calculations in reasonable detail;

                        (L) with respect to Dispositions (other than
            Dispositions permitted by Sections 7.05(b), (c), and (d)) occurring
            during the fiscal quarter of Holdings then most recently ended, (1)
            the aggregate Net Cash Proceeds thereof and the aggregate amount of
            such Net Cash Proceeds proposed to be reinvested in Capital Assets,
            and (2) in the case of any such Disposition the Net Cash Proceeds of
            which exceeds $1,000,000, the date of such Disposition, the Net Cash
            Proceeds thereof and whether the Consolidated Parties propose to
            reinvest such proceeds in Capital Assets; and any Net Cash Proceeds
            from Dispositions in a prior period which have not been so
            reinvested in the period of 365 days following such Disposition; and

                        (M) certifying and attaching supplements to Schedules
            5.08 and 5.12, supplements to Schedule I to the Pledge and Security
            Agreement, and supplements to the schedules to the Perfection
            Certificate for any Loan Party, in

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            each case, as required by Sections 6.11 and 6.12 and Section 3.03(c)
            of the Pledge and Security Agreement, and certifying that the Loan
            Parties are in compliance with the other requirements of this
            Agreement and the other Loan Documents, including Section 6.03(a).

            (c) promptly after receipt thereof, copies of any detailed audit
reports, management letters or recommendations submitted to the board of
directors (or the audit committee of the board of directors) of any Consolidated
Party by independent accountants in connection with the accounts or books of any
Consolidated Party, or any audit of any of them;

            (d) promptly after the same are available, (i) copies of management
discussion and analysis in relationship to the financial statements delivered
pursuant to Sections 6.01(a) and 6.01(b), (ii) copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of Holdings, and copies of all annual, regular, periodic and
special reports and registration statements which Holdings or any of its
Restricted Subsidiaries may file or be required to file with the SEC under
Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise
required to be delivered to the Administrative Agent pursuant hereto (other than
any Form S-8 registration statements and other reports relating to employee
benefit plans, supplements to registration statements relating solely to pricing
of securities offerings for which registration statements were previously filed
and Forms D with respect to transactions otherwise described on a Form 8-K), and
(iii) upon the reasonable request of the Administrative Agent, copies of all
reports and written information to and from (A) the FCC or any PUC of any State
with jurisdiction over the property or business of any Consolidated Party or (B)
the United States Environmental Protection Agency, or any state or local agency
responsible for environmental matters, the United States Occupational Health and
Safety Administration, or any state or local agency responsible for health and
safety matters, or any successor or other agencies or authorities concerning
environmental, health or safety matters;

            (e) promptly, and in any event within two Business Days after
receipt thereof or any Responsible Officer of any Loan Party first becomes aware
thereof, (i) notice of any breach or non-performance by any Loan Party of, or
any default under, any Material Document, (ii) copies of all notices, requests
and other documents received by any Loan Party or any of its Restricted
Subsidiaries under or pursuant to any Material Document regarding or related to
any breach or default by any party thereto that has not been cured or is not
expected to be cured within any time period for cure provided in such Material
Document or any other event relating thereto that could be reasonably expected
to have a Material Adverse Effect and (iii) copies of any amendment,
modification or waiver of any provision of any Material Document;

            (f) promptly, and in any event within five Business Days after
receipt thereof by any Loan Party or any Restricted Subsidiary thereof, copies
of each notice or other correspondence received from the SEC (or comparable
agency in any applicable non-U.S. jurisdiction) concerning any investigation or
possible investigation or other inquiry by such agency regarding financial or
other operational results of any Loan Party or any Restricted Subsidiary
thereof; and

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            (g) promptly, such additional information regarding the business,
financial or corporate affairs of any Consolidated Party, or compliance with the
terms of the Loan Documents, as the Administrative Agent may from time to time
reasonably request.

      Documents required to be delivered pursuant to Sections 6.01(a) or (b) or
Section 6.02(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which
Holdings posts such documents, or provides a link thereto on Holdings' website
on the Internet at the website address listed on Schedule 11.02, or (ii) on
which such documents are posted on Holdings' behalf on an Internet or another
intranet website, if any, to which each Lender, the L/C Issuer and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that, the Loan Party
Representative shall notify the Administrative Agent (by telecopier or
electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies)
of such documents. Notwithstanding anything contained herein, in every instance
Holdings shall be required to provide paper copies of the Compliance
Certificates required by Section 6.02(b) to the Administrative Agent. The
Administrative Agent shall have no obligation to request the delivery or to
maintain copies (except for such Compliance Certificates) of the documents
referred to above, and in any event shall have no responsibility to monitor
compliance by the Loan Parties or the Loan Party Representative with any such
request for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

      Each Loan Party hereby acknowledges that (a) the Administrative Agent
and/or the Arrangers will make available to the Lenders and the L/C Issuer
materials and/or information provided by or on behalf of the Loan Parties
hereunder (collectively, "Loan Party Materials") by posting the Loan Party
Materials on IntraLinks or another similar electronic system (the "Platform")
and (b) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that
do not wish to receive material non-public information with respect to any Loan
Party or its securities) (each, a "Public Lender"). Each Loan Party hereby
agrees that (w) each Loan Party will use commercially reasonable efforts to
identify that portion of the Loan Party Materials that may be made available to
Public Lenders and that all such Loan Party Materials shall be clearly and
conspicuously marked "PUBLIC" by the Loan Parties which, at a minimum, shall
mean that the word "PUBLIC" shall appear prominently on the first page thereof;
(x) by marking Loan Party Materials "PUBLIC," the Loan Parties shall be deemed
to have authorized the Administrative Agent, the Arrangers , the L/C Issuer and
the Lenders to treat such Loan Party Materials as not containing any material
non-public information with respect to the Loan Parties or their securities for
purposes of United States Federal and state securities laws (provided, however,
that to the extent such Loan Party Materials constitute Information, they shall
be treated as set forth in Section 11.07); (y) all Loan Party Materials marked
"PUBLIC" are permitted to be made available through a portion of the Platform
designated "Public Investor;" and (z) the Administrative Agent and the Arrangers
shall be entitled to treat any Loan Party Materials that are not marked "PUBLIC"
as being suitable only for posting on a portion of the Platform not designated
"Public Investor." The Loan Parties shall be under no obligation to designate
any Loan Party Materials as "PUBLIC."

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      SECTION 6.03 NOTICES. Promptly and, in any event, within two days after
any Responsible Officer of any Loan Party first becomes aware of any of the
following occurrences, notify the Administrative Agent and each Lender:

            (a) of the occurrence of any Default;

            (b) of any dispute, action, litigation, investigation or proceeding
between any Consolidated Party and any Governmental Authority, or the
commencement of, or any material development in, any action, litigation,
investigation or proceeding against any Consolidated Party, including pursuant
to any applicable Environmental Laws, in any such case, which could reasonably
be expected to have a Material Adverse Effect;

            (c) the receipt of any tax assessment against any of Holdings or its
Restricted Subsidiaries for unpaid Taxes in excess of the Threshold Amount;

            (d) of the occurrence of any ERISA Event which could reasonably be
expected to result in liability in excess of the Threshold Amount;

            (e) of any material change in accounting policies or financial
reporting practices by any Consolidated Party; and

            (f) of any announcement by Moody's or S&P of any change or possible
change in a debt rating.

      Each notice pursuant to this Section 6.03 shall be accompanied by a
statement of a Responsible Officer of Holdings setting forth details of the
occurrence referred to therein and stating what action Holdings or any
Restricted Subsidiary has taken and proposes to take with respect thereto. Each
notice pursuant to Section 6.03(a) shall describe with particularity any and all
provisions of this Agreement and any other Loan Document that have been
breached.

      SECTION 6.04 PAYMENT OF OBLIGATIONS. Pay and discharge, as the same shall
become due and payable, all its material obligations and liabilities, including
(a) all Federal Taxes and all other material tax liabilities, fees, assessments
and governmental charges or levies upon it or its properties or assets, unless
the same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained,
(b) all lawful claims which, if unpaid, would by Law become a Lien (other than a
Permitted Lien) upon its property, and (c) all Indebtedness, as and when due and
payable, but subject to any subordination provisions contained in any instrument
or agreement evidencing such Indebtedness, unless such Indebtedness is being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP are being maintained.

      SECTION 6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and
maintain, in full force and effect its (i) legal existence and (ii) good
standing under the Laws of the jurisdiction of its incorporation or
organization, except in a transaction permitted by Sections 7.04 or 7.05; (b)
take all reasonable action to maintain all Governmental Authorizations and all
material rights, privileges, permits, licenses, approvals and franchises in each
case which are necessary or desirable in the normal conduct of its business,
except in a transaction permitted by Sections 7.04 and 7.05; and (c) preserve or
renew all of its registered patents, trademarks, trade names and

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service marks, the non-preservation or non-renewal of which could reasonably be
expected to have a Material Adverse Effect; provided, however, that no Loan
Party shall be required to preserve any Governmental Authorization or any
material right, privilege, permit, license, approval or franchise if the general
partner, board of managers, board of directors (or group performing a similar
function) of such Loan Party shall determine that the preservation thereof is no
longer desirable in the conduct of the business of such Loan Party and that the
loss thereof is not disadvantageous in any material respect to such Loan Party
or the Lenders; provided, further, that no such determination shall excuse any
breach of the Loan Parties' obligations under any other provision of this
Agreement or any other Loan Document if preservation of any such Governmental
Authorization, right, privilege, permit, license approval or franchise is
necessary to the compliance by the Loan Parties with the requirements thereof;
and provided further that any Loan Party shall be permitted to change its name
on not less than 30 days prior written notice to the Administrative Agent.

      SECTION 6.06 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect
all of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear and
Casualty and Condemnation excepted; (b) make all necessary repairs thereto and
renewals and replacements thereof except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (c) use the
standard of care typical in the industry in the operation and maintenance of its
facilities.

      SECTION 6.07 MAINTENANCE OF INSURANCE; CERTAIN PROCEEDS. (a) Maintain with
financially sound and reputable insurance companies not Affiliates of any
Consolidated Party, insurance (including liability insurance and casualty
insurance), with respect to its properties and business against loss or damage
of the kinds customarily insured against by Persons engaged in the same or
similar businesses and owning similar properties in localities where such
Consolidated Party operates, of such types and in such amounts, with such
deductibles and covering such risks, as are customarily carried under similar
circumstances by such other Persons (or otherwise required in the Collateral
Documents). The Administrative Agent shall be named as loss payee and/or
additional insured with respect to any such insurance providing coverage in
respect of any Collateral, and each provider of any such insurance shall agree,
by endorsement upon the policy or policies issued by it or by independent
instruments furnished to the Administrative Agent, that it will give the
Administrative Agent 30 days prior written notice before any such policy or
policies shall be altered or canceled, and that no act or default of any
Consolidated Party or any other Person shall affect the rights of the
Administrative Agent or the Lenders under such policy or policies.

            (b) In case of any Casualty or Condemnation with respect to any
Property of any Consolidated Party or any part thereof with a book value in
excess of the Threshold Amount, promptly give written notice thereof to the
Administrative Agent generally describing the nature and extent of such damage,
destruction or taking. In such event, the Borrower shall, or shall cause such
Consolidated Party to, promptly repair, restore or replace the Property of such
Consolidated Party (or such part thereof), which was subject to such Casualty or
Condemnation, at such Consolidated Party's cost and expense, whether or not the
Insurance Proceeds or Condemnation Award, if any, received on account of such
event shall be sufficient for that purpose; provided, however, that such
Property need not be repaired, restored or replaced to the extent the failure to
make such repair, restoration or replacement (i)(A) is desirable to the proper

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conduct of the business of such Consolidated Party in the ordinary course and
otherwise in the best interest of such Consolidated Party and (B) would not
materially impair the rights and benefits of the Administrative Agent or the
Secured Parties under the Collateral Documents or any other Loan Document or
(ii) is attributable to the application of the Insurance Proceeds from such
Casualty or the Condemnation Award from such Condemnation to payment of the
Obligations in accordance with the provisions of Section 2.05.

            (c) In the event any Consolidated Party receives any Insurance
Proceeds, Condemnation Award or Net Cash Proceeds from any Disposition (other
than any Disposition permitted pursuant to Sections 7.05(b), (c) or (d)), the
Borrower will promptly (1) pay over, or cause such funds to be paid over, such
proceeds to the Administrative Agent, for prepayment of the Obligations in
accordance with Section 2.05(b) or, (2) if such funds constitute Reinvestment
Funds, pending such reinvestment either (x) deposit or cause such funds to be
deposited in an account subject to an Account Control Agreement or (y) prepay
any then outstanding Revolving Loans (with no corresponding Revolving Commitment
reduction). The Administrative Agent agrees to release such Insurance Proceeds,
Condemnation Awards or other Net Cash Proceeds held by the Administrative Agent
to the Borrower upon request by the Loan Party Representative as needed from
time to time to pay for the repair, restoration or replacement of the Property
subject to such Casualty or Condemnation or other Disposition or to purchase
such other Capital Assets if, but only if, the conditions set forth in the
definition of "Reinvestment Funds" are satisfied at the time of such request.

            (d) In connection with the covenants set forth in this Section 6.07,
it is understood and agreed that:

                  (i) none of the Administrative Agent, the Lenders or their
      respective agents or employees shall be liable for any loss or damage
      insured by the insurance policies required to be maintained under this
      Section 6.07, it being understood that (A) the Consolidated Parties shall
      look solely to their insurance companies or any other parties other than
      the aforesaid parties for the recovery of such loss or damage and (B) such
      insurance companies shall have no rights of subrogation against the
      Administrative Agent, the Lenders or their agents or employees. If,
      however, the insurance policies do not provide waiver of subrogation
      rights against such parties, as required above, then each of the Loan
      Parties shall, and shall cause each Consolidated Party to, waive its right
      of recovery, if any, against the Administrative Agent, the Lenders and
      their agents and employees, to the extent permitted by Law;

                  (ii) the Consolidated Parties will permit a third party
      insurance consultant retained by the Administrative Agent, at the expense
      of the Borrower, to review the insurance policies maintained by the
      Consolidated Parties upon the occurrence of an Event of Default; and

                  (iii) after the occurrence and during the continuance of an
      Event of Default the Required Lenders shall have the right from time to
      time to require the Consolidated Parties to keep other insurance in such
      form and amount as the Administrative Agent or the Required Lenders may
      reasonably request; provided that such insurance shall be obtainable on
      commercially reasonable terms; and provided

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      further that the designation of any form, type or amount of insurance
      coverage by the Administrative Agent or the Required Lenders under this
      Section 6.07 shall in no event be deemed a representation, warranty or
      advice by the Administrative Agent or the Lenders that such insurance is
      adequate for the purposes of the business of the Consolidated Parties or
      the protection of their properties.

      SECTION 6.08 COMPLIANCE WITH LAWS, CONTRACTUAL OBLIGATIONS. Comply in all
material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property and all
Contractual Obligations to which it is a party, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree or
Contractual Obligation is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith could
not be reasonably expected to have a Material Adverse Effect.

      SECTION 6.09 BOOKS AND RECORDS. (a) Maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Consolidated Parties, as the case may
be; and (b) maintain such books of record and account in material conformity
with all applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Consolidated Parties.

      SECTION 6.10 INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and the Lenders to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, at such reasonable times during normal business hours and as often
as may be reasonably desired, upon reasonable advance notice to the Loan Party
Representative; provided, however, that when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and without advance notice.

      SECTION 6.11 FURTHER ASSURANCES WITH RESPECT TO ADDITIONAL SUBSIDIARIES.
(a) Cause the Loan Party Representative to notify the Administrative Agent at
the time that any Consolidated Party shall organize or Acquire a new Subsidiary
not later than 10 Business Days following the date of such organization and not
later than the date of such Acquisition. Such notice shall specify its name,
type of organization and jurisdiction of organization, a brief description of
the location and type of operations of such Person and either that such
Subsidiary is a Restricted Subsidiary or has been Designated an Unrestricted
Subsidiary hereunder as provided in Section 6.11(b);

            (b) In the case of any such newly organized or Acquired Subsidiary
which has been Designated as an Unrestricted Subsidiary, Holdings shall deliver
to the Administrative Agent a certificate of a Responsible Officer of Holdings,
(i) Designating such Person as an Unrestricted Subsidiary, (ii) certifying that
the organization or Acquisition of such Person was in compliance with the
provisions of Sections 7.13 and 7.14, and (iii) in the case of any such
Unrestricted Subsidiary which is a First-Tier Subsidiary of a Loan Party,
certifying a supplement to Schedule 5.08 and a supplement to Schedule I to the
Pledge and Security Agreement on behalf

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of the Loan Parties which directly own the Equity Interests in such Unrestricted
Subsidiary pledging such Equity Interests as required under the Pledge and
Security Agreement;

            (c) In the case of any newly organized or Acquired Restricted
Subsidiary which is a Domestic Subsidiary, (i) cause such Person to execute and
deliver a Joinder Agreement, (ii) deliver, and cause such Person to deliver, to
the Administrative Agent lien search reports (including with respect to UCCs,
tax liens and judgment liens) and documents of the types referred to in clauses
(iii), (iv), (v) (to the extent reasonably requested by the Administrative
Agent), (x), (xi), (xii), (xiii) and (xiv) of Section 4.01(a), to the extent
required by the Administrative Agent, and (iii) deliver a certificate of a
Responsible Officer of the Loan Party Representative certifying supplements to
Schedules 5.08 and 5.12 and Schedule I to the Pledge and Security Agreement,
setting forth the information contemplated by Sections 5.08 and 5.12 and Section
2.03(a) of the Pledge and Security Agreement, all in form, content and scope
reasonably satisfactory to the Administrative Agent; and

            (d) In the case of any newly organized or Acquired Restricted
Subsidiary which is a Foreign Subsidiary, the Loan Party Representative shall
deliver to the Administrative Agent a certificate of a Responsible Officer
certifying a supplement to Schedule 5.08 and a supplement to Schedule I to the
Pledge and Security Agreement on behalf of the Loan Parties which directly own
the Equity Interests in such Subsidiary describing all such Equity Interests
and, if such Foreign Subsidiary is a First-Tier Subsidiary of a Loan Party,
pledging 65% of such Equity Interests as required under the Pledge and Security
Agreement.

      SECTION 6.12 FURTHER ASSURANCES WITH RESPECT TO ADDITIONAL COLLATERAL.

            (a) Execute any and all further documents, authorization to file
financing statements, agreements and instruments, and take all such further
actions (including the filing and recording of financing statements, fixture
filings, mortgages, deeds of trust and other documents), which may be required
under any applicable Law, or which the Administrative Agent may reasonably
request, to comply with the terms of this Agreement and the other Loan
Documents, including causing, to the fullest extent permitted by Law, (i) the
Collateral to be subject to a first priority security interest in favor of the
Administrative Agent (subject to Permitted Liens) and (ii) the pledge of the
Equity Interests of its respective First-Tier Subsidiaries pursuant to the
Pledge and Security Agreement, in each case to secure all the Obligations, all
at the expense of the Borrower. The Loan Parties also agree to provide to the
Administrative Agent, from time to time upon request (but not more frequently
than once in any twelve month period), evidence reasonably satisfactory to the
Administrative Agent as to the validity, perfection and priority of the Liens
created or intended to be created by the Loan Documents.

            (b) If any Loan Party, after the Closing Date, (i) acquires any Real
Property Asset with a fair market value in excess of $1,000,000 or (ii) leases
any Real Property Asset at which personal property (including fixtures) of the
Loan Parties with an aggregate fair market value in excess of $1,000,000 is or
may be located, the Loan Party Representative shall notify the Administrative
Agent thereof.

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            (c) In the case of any such leased Real Property Asset, use
commercially reasonable efforts (i) to cause, to the fullest extent permitted by
Law, the fixtures and other personal property and assets of the Loan Parties at
such location to be subjected to a first priority security interest in favor of
the Administrative Agent (subject to Permitted Liens) and (ii) to take such
actions as shall be necessary or reasonably requested by the Administrative
Agent to grant and perfect such Liens, including to obtain a Waiver Agreement
from the applicable landlord.

            (d) In the case of any owned Real Property Asset with a fair market
value in excess of $1,000,000 acquired by a Loan Party after the Closing Date
(and at any time after an Event of Default has occurred and is continuing, any
other Real Property Asset not then subject to a Mortgage), at the request of the
Administrative Agent, the Loan Parties shall deliver to the Administrative Agent
with respect to each such Real Property Asset which is the subject of such
request, in each case not later than 60 days following such request: (i) a duly
executed Mortgage in respect of each such owned Real Property Asset; (ii)
evidence satisfactory to the Administrative Agent that all actions as shall be
necessary or reasonably requested by the Administrative Agent to record such
Mortgage in the applicable real property records have been taken; and (iii)
evidence satisfactory to the Administrative Agent that all charges for mortgage
recording tax, and all related expenses, if any, have been paid.

      SECTION 6.13 USE OF PROCEEDS. Use the proceeds of the Loans on the Closing
Date solely for the purposes set forth in Section 5.19. Use the proceeds of the
Revolving Loans and Swing Line Loans (i) on the Closing Date to pay expenses
included in the Transaction (and to include as Letters of Credit hereunder any
outstanding Letters of Credit issued pursuant to the Existing Senior Credit
Agreement), and (ii) after the Closing Date solely to provide for the working
capital requirements of the Consolidated Borrower Parties and for the general
corporate purposes of the Consolidated Borrower Parties, including for Permitted
Acquisitions, Investments and Restricted Payments (including dividend payments
by Holdings), not in contravention of Laws or any Loan Document. Use the Letters
of Credit only for or in connection with appeal bonds, reimbursement obligations
arising in connection with surety and reclamation bonds, reinsurance, domestic
trade transactions and other obligations relating to transactions entered into
by the Consolidated Borrower Parties in the ordinary course of business.

      SECTION 6.14 INTEREST RATE PROTECTION. Within 90 days after the Closing
Date, enter into Swap Contracts with an initial term of at least two years at
rates and on other terms reasonably satisfactory to the Administrative Agent
(which may be with swap counterparties other than a Swap Bank), the effect of
which shall be that the rate of interest that would be payable in connection
with fifty percent (50%) of all Consolidated Funded Indebtedness (except the
Revolving Loans and Consolidated Funded Indebtedness under clause (c) of the
definition of Consolidated Funded Indebtedness) of the Consolidated Parties,
shall either be fixed or limited under a Swap Contract or other interest rate
protection arrangement having a term ending on or after the second anniversary
of the Closing Date; provided that for purposes of this Section 6.14 any RTFC
Fixed Rate Loans having an Interest Period ending on or after the second
anniversary of the Closing Date will be deemed to be covered by such a Swap
Contract. The Loan Party Representative will promptly deliver evidence of the
execution and delivery of such agreements to the Administrative Agent.

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      SECTION 6.15 ENVIRONMENTAL. (a) Upon the reasonable written request of the
Administrative Agent following the occurrence of any event or the discovery of
any condition that the Administrative Agent or the Required Lenders reasonably
believe has caused (or could be reasonably expected to cause) the
representations and warranties set forth in Section 5.13 to be untrue in any
material respect, furnish or cause to be furnished to the Administrative Agent,
at the Borrower's expense, a report of an environmental assessment of reasonable
scope, form and depth (including, where appropriate, invasive soil or
groundwater sampling) by a consultant reasonably acceptable to the
Administrative Agent as to the nature and extent of the presence of Hazardous
Materials on any Subject Properties and as to the compliance by the Consolidated
Parties with Environmental Laws at such Subject Properties. If the Loan Party
Representative on behalf of the Loan Parties fails to deliver such an
environmental report within 75 days after receipt of such written request then
the Administrative Agent may arrange for the same, and each of the Consolidated
Parties hereby agrees that the Administrative Agent and its representatives may
have access to the Subject Properties to reasonably undertake such an assessment
(including, where appropriate, invasive soil or groundwater sampling). The
reasonable cost of any assessment arranged for by the Administrative Agent
pursuant to this provision will be payable by the Borrower on demand and added
to the Obligations secured by the Collateral Documents.

            (b) Conduct and complete all investigations, studies, sampling, and
testing and all remedial, removal, and other actions necessary to address all
Hazardous Materials on, from or affecting any of the Subject Properties to the
extent necessary to be in compliance with all Environmental Laws and with the
validly issued orders and directives of all Governmental Authorities with
jurisdiction over such Subject Properties to the extent any failure could
reasonably be expected to have a Material Adverse Effect.

      SECTION 6.16 RTFC ELIGIBILITY. For so long as RTFC is a Lender, maintain
and cause each of its Restricted Subsidiaries to maintain, its eligibility to
borrow from RTFC, consistent with RTFC's written policies set forth in its
Organization Documents with respect to borrowing eligibility in effect on the
date of this Agreement.

      SECTION 6.17 FURTHER ASSURANCES WITH RESPECT TO POST-CLOSING DATE
DELIVERIES. The Loan Party Representative shall cause each of the following
documents to be delivered to the Administrative Agent on or prior to the date
which is ninety (90) days following the Closing Date:

            (a) With respect to each Existing Mortgage, (i) an amendment and
restatement of such Existing Mortgage in substantially the form of Exhibit I
(with appropriate modification made to such form to take into account variances
in the requirements of applicable state law or as the Administrative Agent may
reasonably request), duly executed by the Loan Party a party to such Existing
Mortgage, (ii) evidence satisfactory to the Administrative Agent that
arrangements have been made for the filing and recording of such amendment and
restatement in the applicable real property records for such Existing Mortgage
and (iii) evidence satisfactory to the Administrative Agent that all related
charges for mortgage recording tax and all related expenses have been paid or
provided for;

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            (b) a certificate of a Responsible Officer of the Loan Party
Representative attaching a copy of any Arkansas PUC Authorizations necessary to
permit the Lien of the Collateral Documents to attach to any Collateral located
in Arkansas which is subject to the jurisdiction of the Arkansas PUC, and
certifying that such PUC Authorization is in full force and effect; and

            (c) a favorable opinion of local Arkansas counsel for the Loan
Parties, addressed to the Administrative Agent and each Lender, as the
Administrative Agent may reasonably request, with respect to any such PUC
Authorization.

                                   ARTICLE VII
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other non-contingent Obligation hereunder shall remain unpaid or unsatisfied, or
any Letter of Credit shall remain outstanding, the Loan Parties shall not,
directly or indirectly, nor shall they permit any other Consolidated Party to,
directly or indirectly:

      SECTION 7.01 LIENS. Create, incur, assume or suffer to exist any Lien upon
any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following (with such Liens described below being
referred to herein as "Permitted Liens"):

            (a) Liens pursuant to the Loan Documents;

            (b) Liens existing on the date hereof and listed on Schedule 7.01
and any renewals or extensions thereof; provided that (i) the property covered
thereby is not changed, (ii) the amount secured or benefited thereby is not
increased, and (iii) the direct or any contingent obligor with respect thereto
is not changed;

            (c) Liens for taxes, fees, assessments or other governmental
charges, not yet due or which are not delinquent or remain payable without
penalty, or to the extent non-payment thereof is permitted by Section 6.04;
provided that no notice of lien has been filed or recorded under the Code;

            (d) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business which
are not delinquent or which are being contested in good faith and by appropriate
proceedings which proceedings have the effect of preventing the forfeiture or
sale of the property subject thereto and for which adequate reserves with
respect thereto are maintained on the books of the applicable person in
accordance with GAAP;

            (e) Liens, including pledges or deposits made by any Consolidated
Party, in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other social security legislation;

            (f) easements, rights-of-way, restrictions, survey exceptions,
reservations, licenses and other similar encumbrances affecting real property of
any Loan Party or any of their Restricted Subsidiaries incurred in the ordinary
course of business which, in the aggregate, are

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not substantial in amount, and which do not in any case materially detract from
the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of the applicable Person;

            (g) Permitted Encumbrances (as defined in any Mortgage);

            (h) Liens securing judgments for the payment of money not
constituting an Event of Default under Section 8.01(h) or securing appeal or
other surety bonds related to such judgments;

            (i) Liens securing Indebtedness permitted under Section 7.03(d);

            (j) Liens on property Acquired by a Consolidated Borrower Party
after the Closing Date in a Permitted Acquisition or Permitted Asset Exchange
existing at the time of such Acquisition; provided, however, that (i) such Liens
were not created in contemplation of such Acquisition, (ii) if such Acquisition
is effected by a merger or consolidation with an existing Consolidated Borrower
Party, such Liens do not encumber any assets or property previously owned by
such Consolidated Borrower Party and (iii) if such Liens secure any
Indebtedness, such Indebtedness is otherwise permitted under Section 7.03(e);

            (k) leases and subleases of Real Property Assets of a Consolidated
Party which do not materially interfere with the ordinary conduct of the
business of such Consolidated Party;

            (l) Liens arising solely by virtue of any statutory or common law
provisions relating to banker's Liens, rights of setoff or similar rights and
remedies as to deposit accounts or other funds maintained with a depositary
institution;

            (m) Liens arising from Uniform Commercial Code financing statement
filings regarding operating leases entered into by any Consolidated Borrower
Party in the ordinary course of business;

            (n) Liens securing the performance of, or payment in respect of,
leases, bids, tenders, government contracts (other than for the repayment of
borrowed money), surety, performance and other obligations of a similar nature
incurred in the ordinary course of business;

            (o) Liens in favor of customs and revenue authorities arising as a
matter of law or pursuant to a bond to secure payment of customs duties in
connection with the importation of goods; and

            (p) Liens arising by virtue of statute in favor of any Lender in
respect of the Investment of the Loan Parties in non-voting participation
certificates of such Lender permitted pursuant to Section 7.02(b).

      SECTION 7.02 INVESTMENTS. Make or hold any Investments in any Person or
enter into a Contractual Obligation to make such an Investment, except the
following Investments or Contractual Obligations to make the following
Investments:

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            (a) Investments held in the form of Cash Equivalents;

            (b) Investments made on or prior to the Closing Date, including
Investments in the Wireless Partnerships, Investments in the SCCs and other
Investments in non-voting participation certificates of any Lender, in each
case, as set forth in Schedule 5.08 as of the Closing Date (and in respect of
any such scheduled non-voting participation certificates of a Lender, additional
Investments made after the Closing Date in such non-voting certificates
including accruals on such certificates made by such Lender in accordance with
its bylaws and capital plan);

            (c) Advances or loans to directors, officers and employees of any
Loan Party or in the ordinary course of business as presently conducted in a
principal amount not to exceed $2,500,000 in the aggregate at any one time
outstanding; provided, however that any such advances or loans to directors or
executive officers shall only be permitted to the extent allowable under
Sarbanes-Oxley;

            (d) Investments by any Loan Party in the form of contributions to
capital or loans or advances (i) outstanding or made on the Closing Date in any
other Consolidated Party and (ii) made in any Consolidated Borrower Party at any
time after the Closing Date (or made in any other Consolidated Party for the
sole purpose of funding a substantially contemporaneous Investment in a
Consolidated Borrower Party by such other Consolidated Party); provided that (A)
immediately before and after giving effect thereto, no Default exists or would
result therefrom, (B) each item of intercompany Indebtedness shall be unsecured
and (C) each item of intercompany Indebtedness shall be evidenced by an
Intercompany Note which shall be pledged as security for the Obligations of the
holder thereof under the Loan Documents and delivered to the Administrative
Agent pursuant to the terms of the Collateral Documents;

            (e) Investments constituting (i) accounts receivable received and
other trade credit granted in the ordinary course of business; (ii) stock,
obligations or securities received in settlement of debts created in the
ordinary course of business or in satisfaction of judgments; (iii) prepaid
expenses, negotiable instruments held for collection and lease, and utility and
workers' compensation, performance and other similar deposits; (iv) deposits of
proceeds from sales and other dispositions permitted pursuant hereto with a
"qualified intermediary," "qualified trustee" or similar Person for purposes of
facilitating a "like-kind" exchange made in accordance with the applicable
provisions of the Code; and (v) Investments in connection with the bankruptcy or
reorganization of suppliers or customers and in settlement of delinquent
obligations of, and other disputes with, customers arising in the ordinary
course of business;

            (f) Investments by any Consolidated Borrower Party that constitute
Permitted Acquisitions or Permitted Asset Exchanges;

            (g) Investments by the Borrower in Swap Contracts permitted under
Section 7.03(c);

            (h) Guarantees permitted by Section 7.03; and

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            (i) at any time that no Dividend Suspension Period and no Event of
Default has occurred and is continuing or would result, Holdings and its
Restricted Subsidiaries may make Investments, or enter into a Contractual
Obligation to make an Investment, in foreign Restricted Subsidiaries,
Unrestricted Subsidiaries and other Persons primarily engaged in a
telecommunications business during the term of this Agreement which do not
exceed in aggregate the sum of the following amounts calculated as of the date
of such Investment or Contractual Obligation, as the case may be: (A) Available
Distributable Cash (giving effect to any other application of Available
Distributable Cash on the date of such Investment or Contractual Obligation, as
the case may be), plus (B) Available Equity Proceeds (giving effect to any other
application of Available Equity Proceeds on the date of any such Investment or
Contractual Obligation, as the case may be); for the avoidance of doubt, the
Consolidated Parties may fund any Investment pursuant to a Contractual
Obligation which is entered into at a time when no Dividend Suspension Period
and no Event of Default has occurred and is continuing or would result
regardless of whether a Dividend Suspension Period or Event of Default exists or
would result as of the date of such funding.

      SECTION 7.03 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

            (a) Indebtedness under the Loan Documents;

            (b) Guarantees of any Loan Party in respect of Indebtedness
otherwise permitted hereunder of any other Loan Party;

            (c) obligations (contingent or otherwise) of any Consolidated
Borrower Party existing or arising under any Swap Contract; provided that (i)
such obligations are (or were) entered into by such Person in the ordinary
course of business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person, and not for purposes of speculation or taking a "market view"; provided,
that, subject to Section 6.14, the Loan Parties may enter into fixed-to-floating
Swap Contracts as a part of a program to reduce aggregate Consolidated Interest
Charges, and (ii) such Swap Contract does not contain any provision exonerating
the non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party;

            (d) purchase money Indebtedness of the Consolidated Borrower Parties
including Capitalized Leases or Off-Balance Sheet Obligations; provided,
however, that (i) the total aggregate amount of all such Indebtedness at any one
time outstanding for the Consolidated Borrower Parties taken together, together
with the aggregate amount of Indebtedness under Section 7.03(e) shall not exceed
$25,000,000, (ii) such Indebtedness, when incurred, shall not exceed 100% of the
cost or fair market value, whichever is lower, of the Property being acquired on
the date of acquisition, (iii) such Indebtedness is created and any Lien
attaches to such Property concurrently with or within 90 days of the acquisition
thereof, and (iv) such Lien does not at any time encumber any Property other
than the Property financed by such Indebtedness;

            (e) Indebtedness of the Consolidated Borrower Parties secured by
Liens permitted pursuant to Section 7.01(j) and other unsecured Indebtedness in
an aggregate amount

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at any one time outstanding for the Loan Parties taken together, together with
the aggregate amount of Indebtedness under Section 7.03(d) shall not exceed
$25,000,000;

            (f) intercompany Indebtedness permitted under Section 7.02(d);

            (g) Permitted Additional Debt;

            (h) Indebtedness incurred under Cash Management Services Agreements
in the ordinary course of business; and

            (i) unsecured Indebtedness to finance insurance premiums in an
aggregate principal amount not to exceed $5,000,000 at any time outstanding.

      SECTION 7.04 FUNDAMENTAL CHANGES AND ACQUISITIONS.

            (a) Merge, dissolve, liquidate, consolidate with or into another
Person, or Dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:

                  (i) each Consolidated Borrower Party may merge with or
      consolidate with any other Consolidated Borrower Party; and each Loan
      Party that is not a Consolidated Borrower Party may merge with or
      consolidate with any other Loan Party that is not a Consolidated Borrower
      Party;

                  (ii) any Consolidated Borrower Party may be party to a
      transaction of merger or consolidation with any other Person in connection
      with a Permitted Acquisition of such Person; provided that (A) the
      continuing or surviving Person shall be a Consolidated Borrower Party and
      (B) if such Consolidated Borrower Party is not the continuing or surviving
      Person, such continuing or surviving Person shall be a Consolidated
      Borrower Party and shall have complied with the terms of Sections 6.11 and
      6.12; and

                  (iii) a Restricted Subsidiary of Holdings may enter into a
      transaction of merger or consolidation in connection with a Disposition
      permitted under Section 7.05 (d), (e) or (f).

            (b) Permit any Loan Party to make any Acquisition, unless:

                  (i) in the case of an acquisition of Equity Interests of
      another Person, after giving effect to such acquisition,

                        (A) if the Acquisition is not of a controlling interest
            in the subject Person such that after giving effect thereto the
            subject Person will not be a Subsidiary, then only if such
            Acquisition would be permitted as an Investment under Section 7.02;
            and

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<PAGE>

                        (B) if the Acquisition is of a controlling interest in
            the subject Person such that after giving effect thereto the subject
            Person will be a Subsidiary, then only if such Acquisition
            constitutes a Permitted Acquisition or a Permitted Asset Exchange
            (or is otherwise permitted pursuant to Section 7.02(i)); and

                  (ii) in the case of an Acquisition of all or any substantial
      portion of the Property (other than Equity Interests) of another Person,
      then only if such Acquisition will constitute a Permitted Acquisition or
      Permitted Asset Exchanges (or is otherwise permitted pursuant to Section
      7.02(i)).

      SECTION 7.05 DISPOSITIONS. Make any Disposition (other than any Casualty
or Condemnation) or enter into any agreement to make any Disposition, except:

            (a) Dispositions of obsolete or worn out property, whether now owned
or hereafter acquired for cash or for credit against the purchase price of
similar or replacement property, in an aggregate amount not to exceed
$10,000,000 in any fiscal year of Holdings;

            (b) Dispositions of inventory in the ordinary course of business;

            (c) Dispositions of property by a Consolidated Borrower Party or a
Subsidiary of a Consolidated Borrower Party (i) to any Consolidated Borrower
Party, and (ii) as an Investment in any other Person to the extent permitted
pursuant to Section 7.02(i); and Dispositions permitted by Section 7.04(a)(i) or
(ii);

            (d) Permitted Asset Exchanges;

            (e) Dispositions by any Loan Party of all its Equity Interests in a
Wireless Partnership; and

            (f) other Dispositions for cash not to exceed $30,000,000 in any
calendar year or $85,000,000 in the aggregate;

provided, however, that any Disposition pursuant to subsections (a), (b),
(c)(ii), (d), (e) and (f) shall be for fair market value.

      SECTION 7.06 RESTRICTED PAYMENTS. Declare or make any Restricted Payment,
or incur any obligation contingent or otherwise to do so except that:

            (a) any Consolidated Party may declare and pay dividends and
distributions payable solely in common stock or other common Equity Interests of
such Consolidated Party;

            (b) any Consolidated Party may make Restricted Payments to any other
Consolidated Borrower Party;

            (c) at any time that no Event of Default has occurred and is
continuing or would result, any Consolidated Party may make Restricted Payments
directly or indirectly (through another Consolidated Party) to Holdings in the
aggregate amount of, and Holdings shall

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<PAGE>

use the proceeds of such Restricted Payments to pay administrative and other
miscellaneous expenses incurred by Holdings in the ordinary course in accordance
with Section 7.13(b);

            (d)   (i) the Consolidated Borrower Parties may make Restricted
Payments, directly or indirectly through other Consolidated Parties, to any
other Consolidated Borrower Party for the purpose of paying Taxes owed by such
Consolidated Borrower Party, excluding for this purpose any Taxes attributable
to the income of Unrestricted Subsidiaries;

                  (ii) the Restricted Subsidiaries of Southwest II may make
      Restricted Payments, directly or indirectly through other Consolidated
      Parties, to Southwest II in an amount not to exceed, and to be used solely
      for the immediate payment of, any actual Taxes (including estimated Taxes
      but not any other anticipated Taxes) of Southwest II and all members of
      the consolidated group including Southwest II for such period that are due
      and payable to any taxing authority, excluding for this purpose any Taxes
      attributable to the income of Unrestricted Subsidiaries;

                  (iii) Southwest II and its Restricted Subsidiaries may make
      Restricted Payments, directly or indirectly through other Consolidated
      Parties, to Holdings in an amount not to exceed, and to be used solely for
      the immediate payment of, any actual Taxes (including estimated Taxes but
      not any other anticipated Taxes) of Holdings and all members of the
      consolidated group including Holdings for such period that are due and
      payable to any taxing authority, excluding for this purpose any Taxes
      attributable to the income of (A) any Restricted Subsidiary of Holdings
      other than Southwest II and its Restricted Subsidiaries and (B)
      Unrestricted Subsidiaries;

                  (iv) during any tax period ending on the Closing Date, VTC,
      Southwest and Restricted Subsidiaries of Southwest may make Restricted
      Payments, directly or indirectly through other Consolidated Parties, to
      Holdings, VTC or Southwest or any of their members for the purposes of
      paying Taxes in an amount not to exceed a notional amount for such period
      equal to the product of (A) the net taxable income of Southwest and its
      Restricted Subsidiaries for such period, reduced by net operating losses
      of Southwest and its Restricted Subsidiaries in excess of taxable income
      for all prior periods, assuming that since its inception Southwest's sole
      assets were and are the Equity Interests in Enterprises and its Restricted
      Subsidiaries and Southwest had realized no tax items other than through
      Enterprises and its Restricted Subsidiaries, multiplied by (B) an assumed
      tax rate for such purposes equal to the highest combined federal, state
      and local income tax rate applicable to a resident of New York City at the
      time of the applicable tax period (assuming the full deductibility for
      U.S. federal income tax purposes of any state and local income taxes),
      excluding for this purpose any Taxes on income that is attributable to
      Unrestricted Subsidiaries;

                  (v) during any tax period commencing after the Closing Date,
      Southwest and its Restricted Subsidiaries may make Restricted Payments,
      directly or indirectly through other Consolidated Parties, to Holdings in
      an amount not to exceed, and to be used solely for the immediate payment
      of, any actual Taxes (including estimated Taxes but not any other
      anticipated Taxes) of Holdings and all members of the consolidated group
      including Holdings for such period that are due and payable to any

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<PAGE>

      taxing authority, excluding for this purpose any Taxes on income that is
      attributable to or allocable from (A) any Restricted Subsidiary of
      Holdings other than Southwest and its Restricted Subsidiaries and (B)
      Unrestricted Subsidiaries; and

                  (vi) during any tax year, the Consolidated Borrower Parties
      may make Restricted Payments, directly or indirectly through other
      Consolidated Parties, to each Restricted Subsidiary of Holdings, in an
      amount not to exceed, and to be used solely for the immediate payment of,
      any actual state and local Taxes of such Restricted Subsidiary, excluding
      for this purpose any Taxes attributable to any Unrestricted Subsidiary,
      only if the Loan Parties would not be permitted to make such a Restricted
      Payment to fund the payment of such Taxes pursuant to clause (ii), (iii),
      (iv) or (v) above;

provided, however, that no Restricted Payment pursuant to this Section
7.06(d)(ii), (iii), (iv) or (v) may be paid by any Consolidated Borrower Party
until 5 days after receipt by the Administrative Agent of a certificate of a
Responsible Officer of the Loan Party Representative in form and substance
reasonably acceptable to the Administrative Agent demonstrating compliance with
the foregoing provisions (such payments, "Permitted Tax Distributions");

            (e) the Consolidated Borrower Parties may make Restricted Payments
to any Consolidated Party which is the issuer of any Permitted Additional Debt
and which is not a Consolidated Borrower Party in an aggregate amount not to
exceed the amount of interest which has accrued on such Permitted Additional
Debt and become payable;

            (f) at any time that no Event of Default has occurred and is
continuing or would result, Holdings and its Restricted Subsidiaries may
purchase, redeem or otherwise acquire or retire Equity Interests held by current
or former employees, officers, directors or consultants in an aggregate amount
not to exceed $15,000,000 during the term of this Agreement;

            (g) at any time that no Dividend Suspension Period or Event of
Default has occurred and is continuing or would result, (i) the Consolidated
Borrower Parties may make Restricted Payments directly, or indirectly through
other Consolidated Parties, to Holdings and (ii) Holdings may make Restricted
Payments with the proceeds of such Restricted Payments, in each case, in an
aggregate amount which does not exceed the sum of the following amounts
calculated as of the date of any Restricted Payment: (A) Available Distributable
Cash (giving effect to any other application of Available Distributable Cash on
the date of any such Restricted Payment), plus (B) Available Equity Proceeds
(giving effect to any other application of Available Equity Proceeds on the date
of any such Restricted Payment); and

            (h) Restricted Payments contemplated as a part of the Transaction.

      SECTION 7.07 AMENDMENT, ETC. OF MATERIAL DOCUMENTS AND PAYMENTS IN RESPECT
OF INDEBTEDNESS.

            (a) After the issuance or incurrence thereof, amend, restate,
supplement or otherwise modify (or permit the amendment, restatement, supplement
or modification of (including any waivers of or any agreement to forebear from
exercising any rights under)) the

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<PAGE>

terms of any Indebtedness in a principal amount (individually or, with respect
to Indebtedness due to the same lender or group of lenders in a series of
related transactions, in the aggregate) in excess of the Threshold Amount
(including, without limitation, pursuant to any agreement or agreements pursuant
to which such Indebtedness may be refinanced, restructured, renewed, extended,
refunded or replaced (such agreement or agreements being "Refinancing
Agreements") but, in any case, excluding Indebtedness under this Agreement and
the other Loan Documents) unless:

                  (i) such documents, as so amended, restated, supplemented or
      otherwise modified (including, in connection with any such waiver or
      forbearance) or such Refinancing Agreements contain only terms which (A)
      extend the date or reduce the amount of any required repayment, prepayment
      or redemption of the principal of such Indebtedness, (B) reduce the rate
      or extend the date for payment of the interest, premium (if any) or fees
      payable on such Indebtedness, (C) make the covenants, events of default or
      remedies relating to such Indebtedness, taken as a whole, less restrictive
      on the Loan Parties or (D) otherwise contain terms which, taken as a
      whole, are as or more favorable to the interests of the Loan Parties, the
      Lenders and the L/C Issuer than those in effect before giving effect to
      such amendment, restatement, supplement, modification or waiver or such
      Refinancing Agreements;

                  (ii) no Default shall have occurred and be continuing or would
      result; and

                  (iii) the Loan Party Representative shall have delivered
      copies of any such amendment, restatement, supplement or other
      modification or such Refinancing Agreements, together with a certificate
      of a Responsible Officer of the Loan Party Representative comparing the
      material terms and conditions of such documents, as so amended,
      supplemented or otherwise modified, or such Refinancing Agreement to the
      comparable terms thereof immediately before giving effect to such
      amendment, restatement, supplement or other modification or such
      Refinancing Agreements (based on the review of all such documents by the
      Loan Party Representative without the necessity of obtaining any
      third-party review of such documents) and certifying that the foregoing
      conditions are satisfied.

            (b) Cancel or terminate any Material Document or consent to or
accept any cancellation or termination thereof by any Consolidated Party, amend
or modify (or permit the amendment or modification of (including any waivers
of)), any Material Document (other than amendments or modifications of the terms
of Indebtedness permitted under Section 7.07(a) or Organization Documents
permitted under Section 7.07(c)), waive any default under or breach any Material
Document, or take any other action in connection with any Material Document,
unless, in each case, any such cancellation, termination, amendment or
modification, or consent, waiver or approval thereunder, is not adverse in any
material respect to the Consolidated Parties or the Lenders.

            (c) Amend their Organization Documents, unless, in each case, any
such amendment is not adverse in any material respect to the Lenders.
Notwithstanding the foregoing, any Consolidated Party may amend or modify its
Organization Documents to change its name or

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<PAGE>

form of legal organization so long as it shall have given the Administrative
Agent thirty days prior written notice of such change.

            (d) Make any payment in contravention of the terms of any
subordination with respect to any Indebtedness; or permit any Indebtedness
(other than the Obligations) to constitute "Designated Senior Indebtedness" (or
any similar term) under the subordination provisions of any Permitted Additional
Debt Documents.

            (e) Make any prepayment, redemption, defeasance or acquisition for
value prior to stated maturity (including, without limitation, by way of
depositing money or securities with the trustee with respect thereto before due
for the purpose of paying when due), refund, refinance or exchange any
Indebtedness (including, without limitation, any thereof required pursuant to
the terms of such Indebtedness following a change of control or other event or
occurrence) or make any other voluntary or optional payment of Indebtedness
(other than the refinancing of the Existing Facilities as a part of the
Transaction), other than:

                  (i) the Indebtedness under the Loan Documents;

                  (ii) intercompany Indebtedness permitted hereunder;

                  (iii) the Loan Parties may refund, refinance or exchange:

                        (A) any of the Indebtedness permitted pursuant to
            Section 7.03(d) and (e) with other Indebtedness permitted
            thereunder; and

                        (B) any Permitted Additional Debt with the proceeds of
            other Permitted Additional Debt; and

                  (iv) at any time that no Dividend Suspension Period or Event
      of Default has occurred and is continuing or would result, the Loan
      Parties may make any prepayment, redemption, defeasance or acquisition for
      value prior to stated maturity, refund, refinance or exchange any
      Indebtedness or make any other voluntary or optional payment of
      Indebtedness on any date in an aggregate amount which does not exceed the
      sum of the following amounts as of such date: (A) Available Distributable
      Cash (giving effect to any other application of Available Distributable
      Cash on such date) plus (B) Available Equity Proceeds (giving effect to
      any other application of Available Equity Proceeds on such date).

      SECTION 7.08 CHANGE IN NATURE OF BUSINESS. Conduct any business other than
a telecommunications business.

      SECTION 7.09 TRANSACTIONS WITH AFFILIATES. Engage in any transaction or
series of transactions with (a) any Subsidiary or Affiliate of any Consolidated
Party, (b) any Affiliate of any such Subsidiary or Affiliate or (c) the Sponsors
or any of their respective officers, directors, holders of Equity Interests,
Subsidiaries or Affiliates, other than (i) transactions with Holdings or any of
its Restricted Subsidiaries, (ii) transactions listed on Schedule 5.16 or
expressly permitted by Sections 7.02, 7.03, 7.04, 7.05 and 7.06; and (iii) so
long as no Default has occurred and is continuing, other transactions which are
engaged in by any Consolidated Party on terms and

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<PAGE>

conditions as favorable to such Person as would be obtainable by it in a
comparable arms-length transaction with an independent, unrelated third party.

      SECTION 7.10 LIMITATIONS ON RESTRICTED ACTIONS. Enter into or create or
otherwise cause to exist or become effective any agreement or arrangement that:
(a) limits the ability of any Consolidated Party (i) to make Restricted Payments
to any Loan Party (other than any such limit in any Permitted Additional Debt
Document which does not limit the ability of any Consolidated Borrower Party to
make any Restricted Payments to any other Consolidated Borrower Party), (ii) to
act as a guarantor pursuant to the Loan Documents or (iii) to create, incur,
assume or suffer to exist Liens on its property to secure the Obligations;
provided, however, that this clause (iii) shall not prohibit any negative pledge
incurred or provided in favor of (A) any holder of Indebtedness permitted under
Section 7.03(d) (solely to the extent any such negative pledge relates to the
property financed by such Indebtedness) or Section 7.03(e) (solely to the extent
such negative pledge relates to property subject to a Lien permitted pursuant to
Section 7.01(j)), (B) any encumbrance or restriction that restricts in a
customary manner the subletting, assignment or transfer of any property or asset
that is subject to a lease, license or other contract or the assignment,
encumbrance or hypothecation of such lease, license or other contract, (C) any
limitation or restriction contained in any Permitted Lien to the extent such
limitation or restriction restricts the transfer of the property subject to such
Permitted Lien, (D) any restriction imposed pursuant to an agreement entered
into in connection with a sale or other disposition permitted pursuant hereto
pending the closing of such sale or other disposition, (E) any restriction
imposed in any Contractual Obligation in effect on the Closing Date relating to
the Wireless Partnerships, (F) any provision of the SCC's or any non-voting
participation certificate of a Lender identified on Schedule 5.08 or (G) any
restrictions imposed in any Governmental Authorization; or (b) requires the
grant of a Lien to secure an obligation of such Person if a Lien is granted to
secure another obligation of such Person.

      SECTION 7.11 SALE-LEASEBACKS; OFF-BALANCE SHEET OBLIGATION. Enter into any
Sale and Leaseback Transaction or Off-Balance Sheet Obligation, unless such Sale
and Leaseback Transaction or Off-Balance Sheet Obligation constitutes
Indebtedness permitted by Section 7.03(d).

      SECTION 7.12 USE OF PROCEEDS. Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation
U of the FRB) in violation of Regulation U or to extend credit to others for the
purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose.

      SECTION 7.13 OWNERSHIP OF SUBSIDIARIES AND OTHER RESTRICTIONS.

            (a) Notwithstanding any other provision of this Agreement, (i)
permit any Person (other than Enterprises or Enterprises II or any wholly-owned
Restricted Subsidiary of either of them) to own any Equity Interests of any
Consolidated Borrower Party (other than Enterprises or Enterprises II), (ii)
permit any Person (other than Holdings or any wholly-owned Restricted Subsidiary
of Holdings) to own any Equity Interests of any other Restricted Subsidiary of
Holdings, (iii) permit a Consolidated Borrower Party to issue any shares of
preferred Equity Interests or (iv) permit, create, incur, assume or suffer to
exist any first priority

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<PAGE>

Lien on any Equity Interests of any Consolidated Party (other than the Equity
Interests of Holdings) (other than the Lien of the Collateral Documents) or any
other Lien on any Equity Interests of a Consolidated Party (other than the
Equity Interests of Holdings) (other than Permitted Liens).

            (b) In the case of Holdings and each of its Restricted Subsidiaries
(other than any Consolidated Borrower Party or any Restricted Subsidiary of a
Consolidated Borrower Party, other than the Finance Company), including, without
limitation, any Additional Intermediate Holding Company, VTC, Southwest,
Southwest II and the Finance Company, (i) hold (A) any operating assets or (B)
any material other assets, other than the Equity Interests of its Restricted
Subsidiaries on the Closing Date (or another Restricted Subsidiary in existence
on the Closing Date) and Unrestricted Subsidiaries, provided, however, that the
Finance Company shall not have any Restricted Subsidiaries, (ii) have any
material liabilities other than (A) liabilities under the Loan Documents and any
Permitted Additional Debt Documents, (B) tax liabilities, and (C) liabilities to
its auditors and other ordinary course liabilities reasonably incident to
compliance by such Loan Party with applicable Laws and other applicable
requirements of the SEC, any PUC or any other Governmental Authority or stock
exchange, or (iii) engage in any business or activity other than (A)
consummation of the Transaction by Holdings or by such Restricted Subsidiary
contemplated in the Transaction Documents, (B) owning all the Equity Interests
of its Restricted Subsidiaries which it owned on the Closing Date (or another
Restricted Subsidiary in existence on the Closing Date) and any Unrestricted
Subsidiaries which Holdings or such Restricted Subsidiary may organize or
Acquire after the Closing Date and activities incidental or related thereto or
activities related to the maintenance of the corporate existence of Holdings or
such Restricted Subsidiary, or compliance with applicable Law, and (C)
performing its obligations under the Loan Documents and any Permitted Additional
Debt Documents.

      SECTION 7.14 UNRESTRICTED SUBSIDIARIES.

            (a) Designate a newly organized or Acquired Subsidiary as an
Unrestricted Subsidiary unless:

                  (i) all Indebtedness of, or Equity Interests in, any
      Consolidated Party which are owned by such Subsidiary (or any of its
      Subsidiaries) have been assigned to a Consolidated Party;

                  (ii) the requirements of Sections 6.11 have been met; and

                  (iii) no Default shall have occurred and be continuing at the
      time of or after giving effect to such Designation.

            (b) Do any of the following:

                  (i) Provide a Guarantee of any Indebtedness of any
      Unrestricted Subsidiary;

                  (ii) be otherwise directly or indirectly liable for any
      Indebtedness of any Unrestricted Subsidiary;

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<PAGE>

                  (iii) be directly or indirectly liable for any other
      Indebtedness which provides that the holder thereof may (upon notice,
      lapse of time or both) declare a default thereon (or cause such
      Indebtedness or the payment thereof to be accelerated, payable or subject
      to repurchase prior to its final scheduled maturity) upon the occurrence
      of a default with respect to any Indebtedness of an Unrestricted
      Subsidiary;

                  (iv) become a general partner of any Unrestricted Subsidiary
      or otherwise become personally liable for the obligations of an
      Unrestricted Subsidiary;

                  (v) permit any material portion of any business conducted by
      any Unrestricted Subsidiary to be a business which is not directly or
      indirectly related to a telecommunications business;

                  (vi) permit any of its Unrestricted Subsidiaries to Guarantee
      any Indebtedness of a Loan Party (other than any Indebtedness under this
      Agreement and the other Loan Documents), unless such Unrestricted
      Subsidiary shall have also executed and delivered to the Administrative
      Agent an unsubordinated Guarantee of the Obligations of the Loan Parties
      under the Loan Documents which Guarantee shall be secured by a security
      interest on substantially all of the material assets of such Unrestricted
      Subsidiary;

                  (vii) permit any of its Unrestricted Subsidiaries to acquire
      any Indebtedness of any Consolidated Party (including, without limitation,
      by way of depositing money or securities with the agent or trustee thereto
      before due for the purpose of paying when due); or

                  (viii) permit any of its Unrestricted Subsidiaries to enter
      into a transaction or a series of related transactions with a Restricted
      Subsidiary that would be prohibited hereunder if entered into directly by
      a Restricted Subsidiary.

            SECTION 7.15 FISCAL YEAR. Change their fiscal years.

            SECTION 7.16 PARTNERSHIPS, ETC. Become general partners or limited
      partners or joint venturers with any Person other than a wholly-owned
      domestic Restricted Subsidiary, except pursuant to an Investment permitted
      pursuant to Sections 7.02(b) and 7.02(i).

            SECTION 7.17 SALES OF RECEIVABLES. Dispose of any of their notes or
      accounts receivable, except for Dispositions of defaulted accounts.

            SECTION 7.18 FINANCIAL COVENANTS.

            (a) Minimum Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any measurement period of four fiscal
quarters of Holdings ending during any period set forth below to be less than
the ratio set forth for such period:

<TABLE>
<CAPTION>
                  Period                                    Ratio
<S>                                                         <C>
Closing Date to end of fiscal quarter ending                2.50:1
March 31, 2006; and

                Thereafter                                  2.75:1
</TABLE>


                                       121
<PAGE>

            (b) Maximum Consolidated Total Leverage Ratio. Permit the
Consolidated Total Leverage Ratio on any date to exceed 5.25:1.

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES

      SECTION 8.01 EVENTS OF DEFAULT. Any of the following shall constitute an
Event of Default:

            (a) Non-Payment. The Borrower or any other Loan Party shall fail to
pay (i) when and as required to be paid herein, any amount of principal of any
Loan or any L/C Obligation, or (ii) within three Business Days after the same
becomes due, any interest on any Loan or on any L/C Obligation, or any
commitment or other fee due hereunder, or (iii) within five Business Days after
the same becomes due, any other amount payable hereunder or under any other Loan
Document; or

            (b) Specific Covenants. Any Loan Party fails to perform or observe
any term, covenant or agreement contained in (i) any of Section 6.03(a),
6.05(a)(i), 6.07(a), 6.10, 6.13, 6.14, or Article VII or (ii) any of Section
6.01, 6.02(a)-(f), 6.03(b)-(e), 6.11 or 6.12 and any such failure in this clause
(ii) continues for five Business Days; or

            (c) Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after the earlier of the date on which (i) a
Responsible Officer of any of the Loan Parties first becomes aware of such
failure and (ii) written notice thereof shall have been given to such Loan Party
or the Loan Party Representative by the Administrative Agent or any Lender;
provided, however, that if any such failure to perform or observe any covenant
in any Mortgage is capable of being cured and on or prior to such 30 day period
after so obtaining knowledge or notice thereof the Loan Parties have commenced
commercially reasonable activities to effect such cure and have delivered to the
Administrative Agent a certificate of a Responsible Officer of the Loan Party
Representative describing such activities, then such 30 day period shall
automatically be extended for a single additional 30 day period; or

            (d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of any
Loan Party herein, in any other Loan Document, or in any Compliance Certificate,
Certificate of a Responsible Officer, Request for Credit Extension or similar
certificate delivered by a Responsible Officer pursuant to the terms hereof or
thereof shall be incorrect or misleading in any material respect when made or
deemed made; or

            (e) Cross-Default. (i) Any Consolidated Party (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or

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<PAGE>

otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
hereunder and Indebtedness under Swap Contracts) having an aggregate principal
amount (including undrawn committed or available amounts and including amounts
owing to all creditors under any combined or syndicated credit arrangement) of
more than the Threshold Amount and such failure shall continue after the
expiration of any applicable grace period specified in the agreements or
instruments relating to such Indebtedness, or (B) fails to observe or perform
any other agreement or condition relating to any such Indebtedness or Guarantee
or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event
is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries), to cause, with the
giving of notice if required, such Indebtedness to be demanded or to become due
or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event
of default under such Swap Contract as to which any Consolidated Party is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event
(as defined in such Swap Contract) under such Swap Contract as to which any
Consolidated Party is an Affected Party (as defined in such Swap Contract) and,
in either event, the Swap Termination Value owed by such Consolidated Party as a
result thereof is greater than the Threshold Amount; or

            (f) Insolvency Proceedings, Etc. Any Consolidated Party (i)
institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors or (ii) applies
for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

            (g) Inability to Pay Debts; Attachment. (i) Any Consolidated Party
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or execution
or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within
30 days after its issue or levy; or

            (h) Judgments. There is entered against any Consolidated Party (i) a
final judgment or order for the payment of money in an aggregate amount
exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor
upon such judgment or order, or (B) there is a period of thirty consecutive days
during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or

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            (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan
or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of Holdings under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) Holdings or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of the Threshold Amount; or

            (j) Invalidity of Loan Documents. Any Loan Document (other than a
Mortgage) or any Mortgage or Mortgages with respect to Mortgaged Property with a
fair market value in excess of $1,000,000, at any time after its execution and
delivery and for any reason other than as expressly permitted hereunder or
thereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect and, in the case of any such deficiency in any such Mortgage
which is capable of being cured within 30 days, such deficiency shall continue
for 30 days after the earlier of the date on which (i) a Responsible Officer of
any of the Loan Parties first becomes aware of such deficiency and (ii) written
notice thereof shall have been given to the Loan Party Representative by the
Administrative Agent or any Lender; or any Loan Party contests in writing in any
manner the validity or enforceability of any provision of any Loan Document; or
any Loan Party contests in writing in any manner the validity, perfection or
priority of any Lien on or security interest in the Collateral purported to be
covered by any Collateral Document; or any Loan Party denies in writing that it
has any or further liability or obligation under any provision of any Loan
Document, or purports to revoke, terminate or rescind any provision of any Loan
Document, or in the case of any Lien granted pursuant to any Collateral Document
(including any Lien granted after the Closing Date in accordance with Sections
6.11, 6.12 and 6.17) in favor of the Administrative Agent in any material item,
items or portion of the Collateral, such Lien is declared by a court of
competent jurisdiction to be null and void, invalid or unenforceable in any
respect or ceases to have the priority purported to be granted under such
Collateral Document (except pursuant to a transaction expressly permitted under
this Agreement) and, solely in the case of such a defect in priority, if such
priority defect is capable of being cured, such defect remains uncured for ten
days after a Responsible Officer of a Loan Party shall have been notified or
otherwise obtained knowledge of such defect; or

            (k) Guaranty. The Guaranty given by any Guarantor hereunder
(including any Person that becomes a Guarantor after the Closing Date in
accordance with Section 6.11) shall cease to be in full force and effect (except
pursuant to a transaction expressly permitted under this Agreement), or any
Guarantor (including any Person that becomes a Guarantor after the Closing Date
in accordance with Section 6.11) or any Person acting by or on behalf of such
Guarantor shall deny or disaffirm in writing such Guarantor's obligations under
the Guaranty; or

            (l) Change of Control. There occurs any Change of Control; or

            (m) Material Adverse Effect. Any FCC License or PUC Authorization of
any Loan Party shall expire or terminate or be revoked or otherwise lost which
in any case could reasonably be expected to have a Material Adverse Effect; or

            (n) Invalidity of Subordination. The subordination provisions of any
Permitted Additional Debt Document in respect of Permitted Additional Debt
having an

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aggregate principal amount in excess of the Threshold Amount, at any time after
the execution and delivery thereof, for any reason (other than (i) satisfaction
in full in cash of the Obligations or (ii) a permitted refinancing of such
Permitted Additional Debt with the proceeds of Permitted Additional Debt which
by its terms is not contractually subordinate to the Obligations), cease to be
in full force and effect; or any Loan Party contests in writing in any manner
the validity or enforceability of any such provision.

      SECTION 8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or
may, with the consent of, the Required Lenders (or, in the case of actions
described under clauses (a) and (b) below, the Required Revolving Lenders), take
any or all of the following actions:

            (a) declare the Commitments of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such Commitments and obligation shall be terminated;

            (b) require that the Borrower Cash Collateralize the L/C Obligations
(in an amount equal to the then Outstanding Amount thereof);

            (c) declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Loan Parties; and

            (d) exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents, including,
without limitation, all rights and remedies existing under the Collateral
Documents and all rights and remedies against any Guarantor;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Consolidated Party under the Bankruptcy
Code of the United States, the obligation of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, and
the obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

      SECTION 8.03 APPLICATION OF FUNDS. After the exercise of remedies provided
for in Section 8.02 (or after the Loans have automatically become immediately
due and payable and the L/C Obligations have automatically been required to be
Cash Collateralized as set forth in the proviso to Section 8.02), any amounts
received by the Administrative Agent on account of the Obligations shall be
applied by the Administrative Agent in the following order:

      First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent, but excluding any
principal or interest on any Loan) and amounts payable

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under Article III hereof and Article XI hereof payable to the Administrative
Agent in its capacity as such (including, without limitation in its capacity as
Collateral Agent);

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal, interest, Commitment Fees
and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including
fees, charges and disbursements of counsel to the respective Lenders and the L/C
Issuer (including fees and time charges for attorneys who may be employees of
any Lender or of the L/C Issuer)) and amounts payable under Article III hereof
and Article XI hereof, ratably among them in proportion to the respective
amounts described in this clause Second payable to them;

      Third, to payment of that portion of the Obligations constituting accrued
and unpaid Commitment Fees, Letter of Credit Fees and interest on the Loans and
L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to
the respective amounts described in this clause Third payable to them;

      Fourth, ratably (i) to the payment of that portion of the Obligations
constituting unpaid principal of the Loans (other than Tranche D Term Loans) and
the L/C Borrowings, ratably among the Lenders (other than the Tranche D Term
Lenders) in proportion to the respective amounts described in this subclause (i)
to this clause Fourth held by them, (ii) to the Administrative Agent for the
account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations
comprised of the aggregate undrawn amount of Letters of Credit, and (iii) to the
payment of that portion of the Obligations constituting amounts owing under or
in respect of Secured Swap Contracts and Secured Cash Management Services
Agreements, ratably among the Swap Banks and the Cash Management Banks in
proportion to the respective amounts described in this subclause (iii) to this
clause Fourth held by them;

      Fifth, to payment of that portion of the Obligations constituting unpaid
principal of the Tranche D Term Loans; and

      Last, the balance, if any, after all of the Obligations have been paid in
full in cash, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fourth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

      Notwithstanding anything to the contrary set forth in this Section 8.03
(or in Section 2.13), at any time after the Notes have been accelerated and
become due and payable pursuant to Section 8.02 or otherwise, (i) whenever any
payment received by the Administrative Agent in respect of the proceeds of any
Collateral (other than the SCC Collateral or any other Investments in non-voting
participation certificates of any Lender described on Schedule 5.08) is
insufficient to pay amounts then due and payable to all the Lenders as provided
pursuant to clauses Third and Fourth above, then no amount of such payment or
any similar payment shall be paid to any Tranche D Term Lender until all such
amounts due and payable to the other Lenders are paid in

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full, and all such payment and any similar payment shall be paid to the Lenders
other than the Tranche D Term Lenders pursuant to said clauses Third and Fourth
above, (ii) whenever any payment received by the Administrative Agent in respect
of the proceeds of the SCC Collateral (or received by any Tranche D Term Lender
in connection with any exercise of setoff rights by the Tranche D Term Lenders
against the SCCs), all such payment and any similar payment shall be paid to the
Tranche D Term Lenders (and not to any other Lender or the L/C issuer) until all
amounts due and payable to the Tranche D Term Lenders are paid in full and (iii)
whenever any payment is received by the Administrative Agent in respect of the
proceeds of any non-voting participation certificate in any Lender in which the
Loan Parties have invested as described in Schedule 5.08 (or received by such
Lender in connection with any exercise of setoff rights by such Lender against
such non-voting participation certificates) is insufficient to pay amounts then
due and payable to all Lenders as provided pursuant to clauses First, Second,
Third and Fourth above, then all such payments shall instead be paid to such
Lender (and not any other Lenders) for application to the Loans of such Lender
(and such Lender's right to receive any remaining amounts in respect of other
Collateral pursuant to clauses Third and Fourth above shall be reduced by a
corresponding amount). At any time after the exercise of any remedy provided for
in Section 8.02 (or after the Loans have automatically become due and payable),
(A) the Tranche D Term Lenders may exercise any right of setoff as the Tranche D
Term Lenders may have against the SCCs and (B) any Lender with any setoff rights
against any non-voting participation certificates of such Lender which are part
of the Collateral may exercise such right of setoff against such non-voting
participation certificates.

                                   ARTICLE IX
                                    GUARANTY

      SECTION 9.01 GUARANTY; LIMITATION OF LIABILITY.

            (a) Each Guarantor hereby absolutely, unconditionally and
irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or
otherwise, of all Obligations of the Borrower and each other Guarantor now or
hereafter existing under or in respect of this Agreement or any of the other
Loan Documents (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing
Obligations), whether direct or indirect, absolute or contingent, and whether
for principal, interest, premiums, fees, indemnities, contract causes of action,
costs, expenses or otherwise (such Obligations being the "Guarantied
Obligations"), and agrees to pay any and all reasonable expenses (including,
without limitation, Enforcement Expenses) incurred by the Administrative Agent
or any other Secured Party in enforcing any rights under this Agreement or any
other Loan Document. Without limiting the generality of the foregoing, each
Guarantor's liability shall extend to all amounts that constitute part of the
Guarantied Obligations and would be owed by any other Loan Party to any Secured
Party under or in respect of the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such other Loan Party.

            (b) Each Guarantor and the Administrative Agent and each other
Secured Party hereby confirms that it is the intention of all such Persons that
this Guaranty and the Obligations of each Guarantor hereunder not constitute a
fraudulent transfer or conveyance for

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purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar Law to the extent applicable to
this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the
foregoing intention, the Administrative Agent, the other Secured Parties and the
Guarantors hereby irrevocably agree that the Obligations of each Guarantor
(other than Holdings) under this Guaranty at any time shall be limited to the
maximum amount as will result in the Obligations of such Guarantor under this
Guaranty not constituting a fraudulent transfer or conveyance.

            (c) Each Guarantor hereby unconditionally and irrevocably agrees
that in the event any payment shall be required to be made to any Secured Party
under this Guaranty, such Guarantor will contribute, to the maximum extent
permitted by Law, such amounts to each other Guarantor so as to maximize the
aggregate amount paid to the Secured Parties under or in respect of the Loan
Documents.

      SECTION 9.02 GUARANTY ABSOLUTE. Each Guarantor guarantees that the
Guarantied Obligations will be paid strictly in accordance with the terms of
this Agreement and the other Loan Documents, regardless of any Law now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Secured Party with respect thereto. The Obligations of each
Guarantor under or in respect of this Guaranty are independent of the Guarantied
Obligations or any other Obligations of any other Loan Party under or in respect
of the Loan Documents, and a separate action or actions may be brought and
prosecuted against each Guarantor to enforce this Agreement, irrespective of
whether any action is brought against the Borrower or any other Loan Party or
whether the Borrower or any other Loan Party is joined in any such action or
actions. This Guaranty is a present and continuing, absolute and unconditional
guaranty of payment when due, and not of collection, by each Guarantor jointly
and severally with any other Guarantor of the Guarantied Obligations. The
liability of each Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and each Guarantor hereby irrevocably waives,
to the extent permitted by applicable Law, any defenses it may now have or
hereafter acquire in any way relating to, any or all of the following:

            (a) any lack of validity or enforceability of any Loan Document or
any agreement or instrument relating thereto;

            (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Guarantied Obligations or any other Obligations
of any other Loan Party under or in respect of the Loan Documents, or any other
amendment or waiver of or any consent to departure from any Loan Document,
including, without limitation, any increase in the Guarantied Obligations
resulting from the extension of additional credit to any Loan Party or any of
its Subsidiaries or otherwise;

            (c) any taking, exchange, release, subordination or non-perfection
of any Collateral or any other collateral, or any taking, release, subordination
or amendment or waiver of, or consent to departure from, any other guaranty, for
all or any of the Guarantied Obligations;

            (d) any manner of application of Collateral or any other collateral,
or proceeds thereof, to all or any of the Guarantied Obligations, or any manner
of sale or other disposition of any Collateral or any other collateral for all
or any of the Guarantied Obligations or any other

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Obligations of any Loan Party under the Loan Documents or any other assets of
any Loan Party or any of its Subsidiaries;

            (e) any change, restructuring or termination of the corporate
structure or existence of any Loan Party or any of its Subsidiaries or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting the
Borrower or any other Loan Party or its assets or any resulting release or
discharge of any Guarantied Obligation;

            (f) the existence of any claim, setoff or other right which any
Guarantor may have at any time against any Loan Party, the Administrative Agent,
any Lender or any other Person, whether in connection herewith or with any
unrelated transaction;

            (g) any provision of applicable Law purporting to prohibit the
payment or performance by any Loan Party of the Guarantied Obligations;

            (h) any failure of any Secured Party to disclose to any Loan Party
any information relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Loan Party now or
hereafter known to such Secured Party (each Guarantor waiving any duty on the
part of the Secured Parties to disclose such information);

            (i) the failure of any other Person to execute or deliver this
Agreement or any other guaranty or agreement or the release, subordination or
reduction of liability of any Guarantor or other guarantor or surety with
respect to the Guarantied Obligations; or

            (j) any other circumstance (including, without limitation, any
statute of limitations) or any existence of or reliance on any representation by
any Secured Party that might otherwise constitute a defense available to, or a
discharge of, any Loan Party or any other guarantor or surety.

      This Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Guarantied Obligations is
rescinded or must otherwise be returned by any Secured Party or any other Person
upon the insolvency, bankruptcy or reorganization of the Borrower or any other
Loan Party or otherwise, all as though such payment had not been made.

      SECTION 9.03 WAIVERS AND ACKNOWLEDGMENTS.

            (a) Each Guarantor hereby unconditionally and irrevocably waives, to
the extent permitted by applicable Law, promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guarantied Obligations and this Guaranty and any requirement that any
Secured Party protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Loan Party
or any other Person or any Collateral.

            (b) Each Guarantor hereby unconditionally and irrevocably waives, to
the extent permitted by applicable Law, any right to revoke this Guaranty and
acknowledges that this

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Guaranty is continuing in nature and applies to all Guarantied Obligations,
whether existing now or in the future.

            (c) Each Guarantor hereby unconditionally and irrevocably waives, to
the extent permitted by applicable Law, (i) any defense arising by reason of any
claim or defense based upon an election of remedies by any Secured Party that in
any manner impairs, reduces, releases or otherwise adversely affects the
subrogation, reimbursement, exoneration, contribution or indemnification rights
of such Guarantor or other rights of such Guarantor to proceed against any of
the other Loan Parties, any other guarantor or any other Person or any
Collateral and (ii) any defense based on any right of setoff or counterclaim
against or in respect of the Obligations of such Guarantor hereunder.

            (d) Each Guarantor acknowledges that the Administrative Agent may,
without notice to or demand upon such Guarantor and without affecting the
liability of such Guarantor under this Guaranty, foreclose under any mortgage by
nonjudicial sale to the extent permitted by applicable Law, and each Guarantor
hereby waives, to the extent permitted by applicable Law, any defense to the
recovery by the Administrative Agent and the other Secured Parties against such
Guarantor of any deficiency after such nonjudicial sale and any defense or
benefits that may be afforded by applicable Law.

            (e) Each Guarantor hereby unconditionally and irrevocably waives any
duty on the part of any Secured Party to disclose to such Guarantor any matter,
fact or thing relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Loan Party or any
Subsidiaries now or hereafter known by such Secured Party.

            (f) Each Guarantor acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated by
this Agreement and the other Loan Documents and that the waivers set forth in
Section 9.02 and this Section 9.03 are knowingly made in contemplation of such
benefits.

      SECTION 9.04 SUBORDINATION. (a) Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Borrower, any other Loan Party or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor's Obligations under or in respect of this Agreement or any other
Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution (pursuant to Section 9.01(c) or
otherwise) or indemnification and any right to participate in any claim or
remedy of any Secured Party against the Borrower, any other Loan Party or any
other insider guarantor or any Collateral, whether or not such claim, remedy or
right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from the Borrower, any other
Loan Party or any other insider guarantor, directly or indirectly, in cash or
other property or by setoff or in any other manner, payment or security on
account of such claim, remedy or right, unless and until the Termination Date
for such Guarantor has occurred.

            (b) Each Guarantor hereby agrees that any and all debts, liabilities
and other obligations owed to such Guarantor by each other Loan Party, including
pursuant to Section

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9.01(c) (collectively, the "Subordinated Obligations"), are hereby subordinated
to the prior payment in full in cash of the Obligations of such other Loan Party
under the Loan Documents to the extent and in the manner hereinafter set forth
in this Section 9.04(b):

                  (i) Except during the continuance of a Default under Section
      8.01(a) or (f) (including the commencement and continuation of any
      proceeding under any Debtor Relief Law relating to any other Loan Party)
      or an Event of Default, each Guarantor may receive regularly scheduled
      payments from any other Loan Party on account of the Subordinated
      Obligations. After the occurrence and during the continuance of any
      Default under Section 8.01(a) or (f) (including the commencement and
      continuation of any proceeding under any Debtor Relief Law relating to any
      other Loan Party) or an Event of Default, however, unless the
      Administrative Agent otherwise agrees in writing, no Guarantor shall
      demand, accept or take any action to collect any payment on account of the
      Subordinated Obligations.

                  (ii) In any proceeding under any Debtor Relief Law relating to
      any other Loan Party, each Guarantor agrees that the Secured Parties shall
      be entitled to receive payment in full in cash of all Obligations
      (including all interest and expenses accruing after the commencement of a
      proceeding under any Debtor Relief Law, whether or not constituting an
      allowed claim in such proceeding ("Post Petition Interest")) before such
      Guarantor receives payment of any Subordinated Obligations.

                  (iii) After the occurrence and during the continuance of any
      Default under Section 8.01(a) or (f) (including the commencement and
      continuation of any proceeding under any Debtor Relief Law relating to any
      other Loan Party) or an Event of Default, each Guarantor shall, if the
      Administrative Agent so requests, collect, enforce and receive payments on
      account of the Subordinated Obligations as trustee for the Secured Parties
      and deliver such payments to the Administrative Agent for application to
      the Guarantied Obligations (including all Post Petition Interest),
      together with any necessary endorsements or other instruments of transfer,
      but without reducing or affecting in any manner the liability of such
      Guarantor under the other provisions of this Agreement.

                  (iv) After the occurrence and during the continuance of a
      Default under Section 8.01(a) or (f) (including the commencement and
      continuation of any proceeding under any Debtor Relief Law relating to any
      other Loan Party) or an Event of Default, the Administrative Agent is
      authorized and empowered (but without any obligation to so do), in its
      discretion, (A) in the name of any Guarantor, to collect and enforce, and
      to submit claims in respect of, Subordinated Obligations and to apply any
      amounts received thereon to the Guarantied Obligations (including any and
      all Post Petition Interest), and (B) to require any Guarantor (1) to
      collect and enforce, and to submit claims in respect of, Subordinated
      Obligations and (2) to pay any amounts received on such obligations to the
      Administrative Agent for application to the Guarantied Obligations
      (including any and all Post Petition Interest).

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                  (v) In the event of any conflict between the provisions of
      this Section 9.04(b) and the provisions of any Intercompany Note, the
      provisions of this Section 9.04(b) shall govern.

            (c) If any amount shall be paid to any Guarantor in violation of
this Section 9.04 at any time prior to the Termination Date for such Guarantor,
such amount shall be received and held in trust for the benefit of the Secured
Parties, shall be segregated from other property and funds of such Guarantor and
shall forthwith be paid or delivered to the Administrative Agent in the same
form as so received (with any necessary endorsement or assignment) to be
credited and applied to the Guarantied Obligations and all other amounts payable
under this Agreement or any of the other Loan Documents, whether matured or
unmatured, in accordance with the terms of this Agreement or any of the other
Loan Documents, or to be held as Collateral for any Guarantied Obligations or
other amounts payable under this Agreement or any of the other Loan Documents
thereafter arising.

            (d) If the Termination Date for any Guarantor shall have occurred,
the Administrative Agent will, at such Guarantor's request and expense, execute
and deliver to such Guarantor appropriate documents, without recourse and
without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Guarantied Obligations
resulting from such payment made by such Guarantor pursuant to this Guaranty.

      SECTION 9.05 CONTINUING GUARANTY. This Guaranty is a continuing agreement
of each Guarantor and shall: (a) remain in full force and effect until the
Termination Date for such Guarantor, (b) be binding upon such Guarantor, its
successors and assigns and (c) inure to the benefit of and be enforceable by the
Secured Parties and their successors, transferees and assigns.

                                    ARTICLE X
                              ADMINISTRATIVE AGENT

      SECTION 10.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

            (a) Each of the Lenders and the L/C Issuer hereby irrevocably
appoints Bank of America to act on its behalf as the Administrative Agent
hereunder and under the other Loan Documents, including, without limitation,
acting in such capacity, to act on its behalf as the Collateral Agent under the
Mortgages and the other Collateral Documents, and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent or the Collateral Agent, as the case may
be, by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. For these purposes, each reference to the
"Collateral Agent" in the Mortgages or other Collateral Documents shall be
deemed to be a reference to the "Administrative Agent". The provisions of this
Article, other than the provisions of Section 10.06, are solely for the benefit
of the Administrative Agent, the Collateral Agent, the Lenders and the L/C
Issuer, and, except as provided in Section 10.06, neither the Borrower nor any
other Loan Party shall have rights as a third party beneficiary of any of such
provisions.

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      SECTION 10.02 RIGHTS AS A LENDER. The Person serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Loan Parties or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

      SECTION 10.03 EXCULPATORY PROVISIONS. The Administrative Agent shall not
have any duties or obligations except those expressly set forth herein and in
the other Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:

            (a) shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

            (b) shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the
Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Loan Documents); provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable Law; and

            (c) shall not, except as expressly set forth herein and in the other
Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Loan Parties or any of
their Affiliates that is communicated to or obtained by the Person serving as
the Administrative Agent or any of its Affiliates in any capacity.

      The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Loan Party
Representative, a Lender or the L/C Issuer.

      The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other

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agreement, instrument or document or (v) the satisfaction of any condition set
forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

      SECTION 10.04 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document
or other writing (including any electronic message, Internet or intranet website
posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender or the L/C
Issuer, the Administrative Agent may presume that such condition is satisfactory
to such Lender or the L/C Issuer unless the Administrative Agent shall have
received notice to the contrary from such Lender or the L/C Issuer prior to the
making of such Loan or the issuance of such Letter of Credit. The Administrative
Agent may consult with legal counsel (who may be counsel for the Loan Parties or
the Loan Party Representative), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

      SECTION 10.05 DELEGATION OF DUTIES. The Administrative Agent may perform
any and all of its duties and exercise its rights and powers hereunder or under
any other Loan Document by or through any one or more sub-agents appointed by
the Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

      SECTION 10.06 RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative
Agent may at any time give notice of its resignation to the Lenders, the L/C
Issuer and the Loan Party Representative. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, with the consent, so
long as no Event of Default then exists, of the Loan Party Representative, which
shall not be unreasonably withheld or delayed, to appoint a successor, which
shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the Lenders
and the L/C Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative Agent shall
notify the Loan Party Representative and the Lenders that no qualifying Person
has accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (a) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents (except that in the case of any collateral security
held by the Administrative Agent on behalf of the Lenders or the L/C Issuer
under any of the

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Loan Documents, the retiring Administrative Agent shall continue to hold such
collateral security until such time as a successor Administrative Agent is
appointed) and (b) all payments, communications and determinations provided to
be made by, to or through the Administrative Agent shall instead be made by or
to each Lender and the L/C Issuer directly, until such time as the Required
Lenders, with the consent of the Loan Party Representative, if applicable,
appoint a successor Administrative Agent as provided for above in this Section.
Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired)
Administrative Agent, and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Loan Party Representative and such successor. After the retiring
Administrative Agent's resignation hereunder and under the other Loan Documents,
the provisions of this Article and Section 11.04 shall continue in effect for
the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

      Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer, Swing Line
Lender and Collateral Agent. Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer, Swing Line Lender and Collateral Agent, (b) the retiring L/C Issuer,
Swing Line Lender and Collateral Agent shall be discharged from all of their
respective duties and obligations hereunder or under the other Loan Documents,
and (c) the successor L/C Issuer shall issue letters of credit in substitution
for the Letters of Credit, if any, outstanding at the time of such succession or
make other arrangements satisfactory to the retiring L/C Issuer to effectively
assume the obligations of the retiring L/C Issuer with respect to such Letters
of Credit.

      SECTION 10.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each
Lender and the L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each of the L/C Issuer and each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

      SECTION 10.08 NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Arrangers, the Syndication Agents or the Document
Agents listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as a Lender or the L/C Issuer hereunder and
except that each Lender and the L/C Issuer hereby authorize (a) the
Administrative Agent

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and the Arrangers to make the joint determinations in Section 4.01, and (b) the
Arrangers to make the joint determinations in Section 4.01.

      SECTION 10.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered to, and at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as
the Administrative Agent shall believe in good faith shall be necessary, under
the circumstances as provided in Sections 8.02 and 11.01), shall, by
intervention in such proceeding or otherwise:

            (a) file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the L/C
Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C
Issuer and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders, the L/C Issuer and the Administrative Agent
under Sections 2.03(i) and (j), 2.09 and 11.04) allowed in such judicial
proceeding; and

            (b) collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the L/C
Issuer to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 11.04.

      Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.

      SECTION 10.10 COLLATERAL AND GUARANTY MATTERS. (a) Each Lender and the L/C
Issuer irrevocably authorize the Administrative Agent, at its option and in its
discretion,

                  (i) to release any Lien on any property granted to or held by
      the Administrative Agent under any Loan Document (A) upon termination of
      the Commitments and payment in full of all Obligations (other than
      contingent indemnification obligations) and the expiration, termination or
      Cash Collateralization of all Letters of Credit, (B) that is sold or to be
      sold as part of or in connection with any sale

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      permitted hereunder or under any other Loan Document, or (C) subject to
      Section 11.01, if approved, authorized or ratified in writing by the
      Required Lenders;

                  (ii) to subordinate any Lien on any property granted to or
      held by the Administrative Agent under any Loan Document to the holder of
      any Lien on such property that is permitted by Section 7.01(j); and

                  (iii) to release any Loan Party from its obligations under the
      Loan Documents if such Person ceases to be a Restricted Subsidiary as a
      result of a transaction permitted hereunder.

            (b) Upon request by the Administrative Agent at any time, the
Required Lenders will confirm in writing the Administrative Agent's authority to
release or subordinate its interest in particular types or items of property, or
to release any Loan Party from its obligations under the Loan Documents pursuant
to this Section 10.10.

                                   ARTICLE XI
                                  MISCELLANEOUS

      SECTION 11.01 AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Borrower or any other Loan Party therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Required Lenders, the Loan
Party Representative on behalf of all Loan Parties or the applicable Loan
Parties, as the case may be, and acknowledged by the Administrative Agent (which
acknowledgement shall be provided at the direction of the Required Lenders),
then each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no such amendment, waiver or consent shall:

            (a) waive any condition set forth in Section 4.01(a) without the
written consent of each Lender;

            (b) extend or increase the Commitment of any Lender (or reinstate
any Commitment terminated pursuant to Section 8.02) without the written consent
of such Lender;

            (c) postpone any date fixed by this Agreement or any other Loan
Document for any scheduled payment of principal, interest, fees or other amounts
due to the Lenders (or any of them) hereunder or under any other Loan Document
or permit the election of an Interest Period for Eurodollar Rate Loans which is
longer than six months, in each case, without the written consent of each Lender
directly affected thereby;

            (d) reduce the principal of, or the rate of interest specified
herein on, any Loan or L/C Borrowing, or (subject to clause (vii) of the second
proviso to this Section 11.01) any fees or other amounts payable hereunder or
under any other Loan Document without the written consent of each Lender
directly affected thereby; provided, however, that only the consent of the
Required Lenders shall be necessary (i) to amend the definition of "Default
Rate" or to waive any obligation of the Borrower to pay interest at the Default
Rate or (ii) subject to clause (h), to amend any financial covenant hereunder
(or any defined term used therein, including the

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definition of "Consolidated Total Leverage Ratio") even if the effect of such
amendment would be to reduce the rate of interest on any Loan or L/C Borrowing
or to reduce any fee payable hereunder;

            (e) change Section 2.13 or Section 8.03 or the definition of
"Applicable Percentage" in a manner that would alter the pro rata sharing of
payments required thereby (or any other provision hereof regarding pro rata
treatment and sharing of payments) without the written consent of each Lender;

            (f) change any provision of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to amend, waive or otherwise modify any rights
hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender;

            (g) release all or substantially all of the Guarantors without the
written consent of each Lender, or release all or substantially all of the
Collateral in any transaction or series of related transactions except in each
case as specifically permitted by the Loan Documents without the written consent
of each Lender;

            (h) extend the time for, reduce the amount of, modify the manner of
calculating, including any modification to any financial measurement (or any
definition used therein) used in such calculation, or modify the manner of
application of proceeds of any mandatory prepayment required by Section
2.05(b)(iv), without the prior written consent of the Term Lenders holding at
least a majority of the Total Outstanding Amount of each Tranche of the Term
Facility and the Required Revolving Lenders;

            (i) effect any waiver, amendment or modification that by its terms
adversely affects the rights, in respect of payments, the Collateral or the
Guaranty, of the Lenders holding Loans or Commitments comprising any Tranche of
the Term Loan Facility differently from those of the Lenders holding Loans or
Commitments comprising any other Tranche of the Term Loan Facility without the
prior written consent of Lenders holding in the aggregate at least a majority of
the Total Outstanding Amount of each Tranche of the Term Facility that is
adversely affected;

            (j) effect any waiver, amendment or modification that by its terms
adversely affects the rights, in respect of payments, the Collateral or the
Guaranty, of the Revolving Lenders holding Loans or Commitments under the
Revolving Facility differently from those of Term Lenders holding Loans or
Commitments under the Term Facility or any Tranche thereof without the prior
written consent of the Required Revolving Lenders if the Revolving Lenders are
adversely affected, and Term Lenders holding at least a majority of the Total
Outstanding Amount of each Tranche of the Term Facility if the Term Lenders of
such Tranche are adversely affected; or

            (k) effect any waiver of a Default or Event of Default or any
waiver, amendment or modification of Section 4.02 that would have the effect of
requiring the Revolving Lenders in any manner to increase the Outstanding Amount
of Revolving Loans, Swing Line Loans or L/C Obligations (if any such Credit
Extension is requested) by any amount in excess of

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the Total Revolving Outstandings that the Revolving Lenders would otherwise be
required to make available under this Agreement immediately before giving effect
to such waiver, amendment or modification, without the prior written consent of
the Required Revolving Lenders;

provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it, (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement, (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document, (iv) no
amendment, waiver or consent shall, unless in writing and signed by any other
Agent in addition to the Lenders required above, affect the rights and duties of
such other Agent under this Agreement or any other Loan Document, (v) no
amendment, waiver or consent shall, unless in writing and signed by the Lender
which is (or is an Affiliate of) any applicable Swap Bank or Cash Management
Bank in addition to the Lenders required above, affect the rights of such Swap
Bank or Cash Management Bank, as the case may be, under the definition of the
terms "Secured Party", "Obligation" or "Loan Document" (or any defined term used
therein) or with respect to the rights of such Swap Bank or Cash Management
under Section 8.03 or Bank to continue as a Secured Party under this Agreement
and the other Loan Documents, in respect of the Obligations of the Loan Parties
under any Secured Swap Contract or Secured Cash Management Agreement to which it
is a party, (vi) each Secured Swap Contract and each Secured Cash Management
Services Agreement may be amended, or rights or privileges thereunder waived, in
a writing executed only by the parties thereto, and (vii) each of the Fee Letter
and the Commitment Letter may be amended, or rights or privileges thereunder
waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except as
provided in Section 11.01(b), (c), (d) or (e) (and, except for such purposes,
none of the Outstanding Amount of Loans owing to a Defaulting Lender shall be
deemed to be outstanding as provided under the definition of "Required
Lenders"). Upon delivery by the Loan Party Representative of each Compliance
Certificate, Perfection Certificate or certificate of one of its Responsible
Officers certifying supplements to the Schedules to this Agreement and the other
Loan Documents pursuant to Sections 6.02(b) and 6.11, the schedule supplements
attached to each such certificate shall be incorporated into and become a part
of and supplement Schedules 5.08 and 5.12 hereto or Schedule I to the Pledge and
Security Agreement or the Schedules to the Perfection Certificate for any Loan
Party, as applicable, and the Administrative Agent may attach such schedule
supplements to such Schedules, and each reference to such Schedules shall mean
and be a reference to such Schedules, as supplemented pursuant thereto.

      SECTION 11.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

            (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in

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writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopier as follows, and all notices
and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:

                  (i) if to any Loan Party, the Loan Party Representative, the
      Administrative Agent, any other Agent, the L/C Issuer or the Swing Line
      Lender, to the address, telecopier number, electronic mail address or
      telephone number specified for such Person on Schedule 11.02; and

                  (ii) if to any Lender (other than the Swing Line Lender), to
      the address, telecopier number, electronic mail address or telephone
      number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed, shall be deemed to
have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of
business on the next business day for the recipient). Notices delivered through
electronic communications to the extent provided in subsection (b) below, shall
be effective as provided in such subsection (b).

            (b) Electronic Communications. Notices and other communications to
the Lenders and the L/C Issuer hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent; provided that the
foregoing shall not apply to notices to any Lender or the L/C Issuer, as
applicable, pursuant to Article II if such Lender has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Loan Party
Representative may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.

      Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

            (c) The Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS
AVAILABLE." THE ADMINISTRATIVE AGENT PARTIES (DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE LOAN PARTY MATERIALS OR THE ADEQUACY OF THE
PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY

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FOR ERRORS IN OR OMISSIONS FROM THE LOAN PARTY MATERIALS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY ADMINISTRATIVE AGENT
PARTY IN CONNECTION WITH THE LOAN PARTY MATERIALS OR THE PLATFORM. In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
"Administrative Agent Parties") have any liability to the Borrower, any other
Loan Party, any Lender, the L/C Issuer or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of any Loan Party's or the Administrative Agent's
transmission of Loan Party Materials through the Internet, except to the extent
that such losses, claims, damages, liabilities or expenses are determined by a
court of competent jurisdiction by a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of an Administrative
Agent Party; provided, however, that in no event shall any Administrative Agent
Party have any liability to any Loan Party, any Lender, the L/C Issuer or any
other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).

            (d) Change of Address, Etc. Each of the Loan Parties, the Loan Party
Representative, the Administrative Agent, the L/C Issuer and the Swing Line
Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the other such parties hereto. Each
Lender (other than the Swing Line Lender) may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
Loan Party Representative, the Administrative Agent, the L/C Issuer and the
Swing Line Lender.

            In addition, each Lender agrees to notify the Administrative Agent
from time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, telecopier number and
electronic mail address to which notices and other communications may he sent
and (ii) accurate wire instructions for such Lender.

            (e) Reliance by Administrative Agent, the L/C Issuer and Lenders.
The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to
rely and act upon any notices (including telephonic Loan Notices and Swing Line
Loan Notices) purportedly given by or on behalf of any Loan Party or by the Loan
Party Representative even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify
the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of any
Loan Party or by the Loan Party Representative (in the absence of gross
negligence or willful misconduct by the applicable indemnitee). All telephonic
notices to and other telephonic communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

      SECTION 11.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender,
the L/C Issuer or the Administrative Agent to exercise, and no delay by any such
Person in exercising,

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any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by Law.

      SECTION 11.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

            (a) Costs and Expenses. The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of the Loans made or Letters of Credit
issued hereunder (whether or not the transactions contemplated hereby or thereby
shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by
the L/C Issuer in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) all
reasonable out-of-pocket expenses incurred by the Administrative Agent, any
Lender or the L/C Issuer (including the fees, charges and disbursements of any
counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall
pay all reasonable fees and time charges for attorneys who may be employees of
the Administrative Agent, any Lender or the L/C Issuer, in connection with the
enforcement or protection of its rights after the occurrence and during the
continuance of an Event of Default (A) in connection with this Agreement and the
other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder (all of
such expenses in this clause (iii) are sometimes referred to herein as
"Enforcement Expenses"); provided, however, that in the case of reimbursement of
outside counsel for Lenders, other than outside counsel for the Administrative
Agent, such reimbursement shall be limited to one counsel for all such Lenders.

            (b) Indemnification by the Borrower. The Borrower shall indemnify
the Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses (including
the reasonable fees, charges and disbursements of any counsel for any
Indemnitee), and shall indemnify and hold harmless each Indemnitee from all
reasonable fees and time charges and disbursements for attorneys who may be
employees of any Indemnitee, incurred by any Indemnitee or asserted against any
Indemnitee by any third party or by the Borrower or any other Loan Party arising
out of, in connection with, or as a result of any actual or prospective claims,
litigation, actions, proceedings or investigations arising out of or relating to
the following (whether based on contract, tort or any other theory, whether
brought by a third party or by any other Loan Party, and regardless of whether
any Indemnitee is a party thereto, in all cases, whether or not caused by or
arising, in whole or in part, out of the comparative, contributing or sole
negligence of the Indemnitee): (i) the execution or delivery of this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations
hereunder or

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thereunder or the consummation of the transactions contemplated hereby or
thereby, or, in the case of the Administrative Agent (and any sub-agent thereof)
and its Related Parties only, the administration of this Agreement and the other
Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of
the proceeds therefrom (including any refusal by the L/C Issuer to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), or (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by Holdings or any of its
Subsidiaries, or any Environmental Liability related in any way to Holdings or
any of its Subsidiaries; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim
brought by any Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee's obligations hereunder or under any other Loan Document, if such
Loan Party has obtained a final and nonappealable judgment in its favor on such
claim as determined by a court of competent jurisdiction.

            (c) Reimbursement by Lenders. To the extent that the Borrower and
the Guarantors for any reason fail to indefeasibly pay any amount required under
subsection (a) or (b) of this Section or Section 9.01(a), as applicable, to be
paid by them to the Administrative Agent (or any sub-agent thereof), the L/C
Issuer or any Related Party of any of the foregoing, each Lender under each
Facility severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of the Applicable Facility
Percentage for such Facility of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in connection with
such capacity and; provided, further, that the Lenders shall not be required to
pay any amount under this Section 11.04(c) in respect of any unpaid fees due to
the Administrative Agent, the L/C Issuer or any Related Party under the Fee
Letter (and Section 2.09(b)) and; provided further, that no Lender that is not a
Revolving Lender shall be required to reimburse any amounts due to the L/C
Issuer. The obligations of the Lenders under this subsection (c) are subject to
the provisions of Section 2.12(e).

            (d) Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable Law, the Loan Parties shall not assert, and hereby
waive, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof. No Indemnitee referred to in
subsection (b) above shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby so long as such Indemnitee has
otherwise complied with the

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provisions of Section 11.07. Without limiting the foregoing, and to the extent
permitted by applicable Law, the Loan Parties agree not to assert and to cause
their Subsidiaries not to assert, and hereby waive and agree to cause their
Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee (other than any thereof determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee).

            (e) Payments. All amounts due under this Section shall be payable
not later than ten Business Days after demand therefor.

            (f) Survival. The agreements in this Section shall survive the
resignation of the Administrative Agent and the L/C Issuer, the replacement of
any Lender, the termination of the aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

      SECTION 11.05 PAYMENTS SET ASIDE. To the extent that any payment by or on
behalf of the Loan Parties is made to the Administrative Agent, the L/C Issuer
or any Lender, or the Administrative Agent, the L/C Issuer or any Lender
exercises its right of setoff, and such payment or the proceeds of such setoff
or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by the Administrative Agent, the L/C Issuer or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such setoff had not occurred, and (b)
each Lender and the L/C Issuer severally agrees to pay to the Administrative
Agent upon demand its Applicable Percentage (without duplication) of any amount
so recovered from or repaid by the Administrative Agent, plus interest thereon
from the date of such demand to the date such payment is made at a rate per
annum equal to the Federal Funds Rate from time to time in effect. The
obligations of the Lenders and the L/C Issuer under clause (b) of the preceding
sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.

      SECTION 11.06 SUCCESSORS AND ASSIGNS.

            (a) Generally. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that none of the Loan Parties
may assign or otherwise transfer any of their rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section, or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of subsections
(f) and (h) of this Section (and any other attempted assignment or transfer by
any party hereto shall be null and void). Nothing in this Agreement, expressed
or implied, shall be

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construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement. Except as expressly provided in Section
11.13, no Loan Party shall be liable or responsible for any fees, costs or
expenses arising out of or related to any assignment or participation by a
Lender under this Section 11.06.

            (b) Assignments by Lenders. (i) Any Lender may at any time assign to
one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that

                        (A) except in the case of an assignment of the entire
            remaining amount of the assigning Lender's Commitment under any
            Facility and the Loans at the time owing to it under such Facility
            or in the case of an assignment under a Facility to a Lender under
            such Facility or an Affiliate of such a Lender or an Approved Fund
            with respect to such a Lender, the aggregate amount of the
            Commitment under any Facility (which for this purpose includes Loans
            outstanding thereunder) or, if the applicable Commitment under such
            Facility is not then in effect, the outstanding principal balance of
            the Loans under such Facility of the assigning Lender subject to
            each such assignment, determined as of the date the Assignment and
            Assumption with respect to such assignment is delivered to the
            Administrative Agent or, if "Trade Date" is specified in the
            Assignment and Assumption, as of the Trade Date, shall not be less
            than (1) $2,500,000 in the case of any assignment of any rights or
            obligations in respect of the Revolving Facility or (2) $1,000,000
            in the case of any assignment of any rights or obligations in
            respect of any Tranche of the Term Facility unless the
            Administrative Agent in the case of any assignment of a Revolving
            Loan or a Term Loan and, so long as no Event of Default has occurred
            and is continuing, the Loan Party Representative on behalf of the
            Borrower in the case of any assignment of a Revolving Loan,
            otherwise consents (each such consent not to be unreasonably
            withheld or delayed); provided, however, that concurrent assignments
            to members of an Assignee Group and ------- concurrent assignments
            from members of an Assignee Group to a single Eligible Assignee (or
            to an Eligible Assignee and members of its Assignee Group) will be
            treated as a single assignment for purposes of determining whether
            such minimum amount has been met;

                        (B) each partial assignment under a Facility shall be
            made as an assignment of a proportionate part of all the assigning
            Lender's rights and obligations with respect to such Facility under
            this Agreement with respect to the Loans or the Commitment assigned,
            except, in the case of the Revolving Facility, that this clause (B)
            shall not apply to rights in respect of Swing Line Loans;

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                        (C) any assignment of a Commitment under the Revolving
            Facility must be approved by the Administrative Agent, the L/C
            Issuer and the Swing Line Lender (such approval to be not
            unreasonably withheld or delayed) unless the Person that is the
            proposed assignee is itself a Lender under the Revolving Facility
            (whether or not the proposed assignee would otherwise qualify as an
            Eligible Assignee);

                        (D) the parties to each assignment shall execute and
            deliver to the Administrative Agent an Assignment and Assumption,
            together with the Assignment Fee (from the assigning Lender or the
            Eligible Assignee), and the Eligible Assignee, if it shall not be a
            Lender, shall deliver to the Administrative Agent an Administrative
            Questionnaire; and

                        (E) any assignment of any Tranche C Term Loans by RTFC
            to any Eligible Assignee pursuant to this subsection (b)(i) shall be
            subject to the conversion provisions of subsection (b)(iii) of this
            Section.

                  (ii) Subject to acceptance and recording thereof by the
      Administrative Agent pursuant to subsection (c) of this Section, from and
      after the effective date specified in each Assignment and Assumption
      (other than an Assignment and Assumption in respect of an assignment
      described under subsection (b)(i)(E) of this Section), the Eligible
      Assignee thereunder shall be a party to this Agreement and, to the extent
      of the interest under each Facility assigned by such Assignment and
      Assumption, have the rights and obligations of a Lender under such
      Facility under this Agreement, and the assigning Lender thereunder shall,
      to the extent of the interest assigned by such Assignment and Assumption,
      be released from its obligations under such Facility under this Agreement
      (and, in the case of such an Assignment and Assumption covering all of the
      assigning Lender's rights and obligations under any Facility under this
      Agreement, such Lender shall cease to be a party hereto in respect of such
      Facility but shall continue to be entitled to the benefits of Sections
      3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and circumstances
      occurring prior to the effective date of such assignment).

                  (iii) Subject to acceptance and recording thereof by the
      Administrative Agent pursuant to subsection (c) of this Section, from and
      after the effective date specified in each Assignment and Assumption
      between RTFC, as assignor of all or a portion of the then outstanding
      Tranche C Term Loans (the "Subject Tranche C Term Loans"), and the
      Eligible Assignee thereunder, (A) such Eligible Assignee shall be a party
      to this Agreement, (B) if there are Tranche C Term Loans of both Types
      then outstanding, unless otherwise specified in such Assignment and
      Assumption, the assignment of the Subject Tranche C Term Loans shall be
      deemed to be an assignment (1) first, of RTFC Variable Rate Loans, to the
      extent of the outstanding amount thereof, and (2) next, of RTFC Fixed Rate
      Loans with an Interest Period which are next scheduled to expire, to the
      extent of the outstanding amount thereof (and each such Tranche C Term
      Borrowing which had previously included any portion of the Subject Tranche
      C Term Loans shall be reduced by a corresponding amount for all purposes
      of this Agreement), (C) such Subject Tranche C Term Loans shall be
      converted for all purposes of this Agreement into an equal principal
      amount of Tranche B Term Loans, (D) so that such

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      Eligible Assignee shall hold its Applicable Percentage of the Outstanding
      Amount of the Tranche B Term Loans of each Type and, in the case of such
      Loans which are Eurodollar Rate Loans, of each applicable Interest Period,
      each Tranche B Term Borrowing which is then outstanding should be deemed
      to have been increased by an amount equal to the product of (1) a fraction
      (x) the numerator of which is the principal amount of such Tranche B Term
      Borrowing (before giving effect to any such increase) and (y) the
      denominator of which is the Total Outstanding Amount of Tranche B Term
      Loans (before giving effect to the conversion of the Subject Tranche C
      Term Loans), multiplied by (2) the principal amount of the Subject Tranche
      C Loans, and such Eligible Assignee shall be deemed to hold its Applicable
      Percentage of each such Tranche B Term Borrowing, as so increased, and (E)
      in the case of such an Assignment and Assumption covering all of RTFC's
      rights and obligations under the Tranche C Term Facility, RTFC shall cease
      to be a party hereto in respect of such Facility but shall continue to be
      entitled to the benefits of Section 3.01, 3.04, 11.04 and 11.05 with
      respect to facts and circumstances occurring prior to the effective date
      of such assignment.

                  (iv) Upon request, the Borrower (at its expense) shall execute
      and deliver the applicable Notes to the assignee Lender.

                  (v) Any assignment or transfer by a Lender of rights or
      obligations under this Agreement that does not comply with this subsection
      shall be treated for purposes of this Agreement as a sale by such Lender
      of a participation in such rights and obligations in accordance with
      subsection (d) of this Section.

            (c) Register. The Administrative Agent, acting solely for this
purpose as an agent of the Borrower, shall maintain at the Administrative
Agent's Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and the Borrower, the other Loan
Parties, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by each of the Loan
Party Representative and the L/C Issuer at any reasonable time and from time to
time upon reasonable prior notice. In addition, at any time that a request for a
consent for a material or other substantive change to the Loan Documents is
pending, any Lender may request and receive from the Administrative Agent a copy
of the Register.

            (d) Participations. Any Lender may at any time, without the consent
of, or notice to, the Loan Parties, the Loan Party Representative or the
Administrative Agent, sell participations to any Person (other than a natural
person or Holdings or any of Holdings' Affiliates or Subsidiaries) (each, a
"Participant") in all or a portion of such Lender's rights and/or obligations
under this Agreement (including all or a portion of its Commitment and/or the
Loans (including in the case of a Revolving Lender such Lender's participations
in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Loan Parties, the Loan Party

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Representative, the Administrative Agent, the other Lenders and the L/C Issuer
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement
and the other Loan Documents; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 11.01 that affects such Participant. Subject to subsection (e) of this
Section, the Loan Parties agree that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section, provided such Participant agrees to be subject to Section 3.06 as
though it were a Lender. To the extent permitted by Law, each Participant also
shall be entitled to the benefits of Section 11.08 as though it were a Lender;
provided such Participant agrees to be subject to Section 2.13 as though it were
a Lender.

            (e) Limitation on Rights of Participants. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Loan Party Representative's (on behalf of the
Borrower) prior written consent. A Participant that would be a Non-Corporate
Domestic Lender or a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 3.01 unless the Loan Party Representative is notified of
the participation sold to such Participant and such Participant agrees, for the
benefit of the Loan Parties, to comply with Section 3.01 as though it were a
Lender.

            (f) Pledge of Interests. Any Lender may at any time pledge or assign
a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank and including, in the case of any Lender that is a Fund, that such Lender
may pledge or collaterally assign all or any portion of its rights under this
Agreement (including under its Note, if any), to any holder of, or trustee for,
or any other representative of holders of, obligations owed or securities issued
by such Fund, as security for obligations of such Fund or such securities;
provided that no such pledge or assignment shall release such Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

            (g) Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable Law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state Laws based on the Uniform Electronic Transactions
Act.

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            (h) Special Purpose Funding Vehicles. Notwithstanding anything to
the contrary contained herein, any Lender (a "Granting Lender") may grant to a
special purpose funding vehicle identified as such in writing from time to time
by the Granting Lender to the Administrative Agent and the Loan Party
Representative (an "SPC") the option to provide all or any part of any Loan that
such Granting Lender would otherwise be obligated to make pursuant to this
Agreement; provided that (i) nothing herein shall constitute a commitment by any
SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or
otherwise fails to make all or any part of such Loan, the Granting Lender shall
be obligated to make such Loan pursuant to the terms hereof or, if it fails to
do so, to make such payment to the Administrative Agent as is required under
Section 2.12(c). Each party hereto hereby agrees that (i) neither the grant to
any SPC nor the exercise by any SPC of such option shall increase the costs or
expenses or otherwise increase or change the obligations of the Loan Parties
under this Agreement (including their obligations under Sections 3.01 and 3.04),
(ii) no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender would be liable, and (iii) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver
or other modification of any provision of any Loan Document, remain the lender
of record hereunder. The making of a Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan were
made by such Granting Lender. In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior debt of any SPC, it will not
institute against, or join any other Person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding
under the Laws of the United States or any State thereof. Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to the
Loan Party Representative and the Administrative Agent, but without prior
consent of the Loan Parties, the Loan Party Representative or the Administrative
Agent and with the payment of a processing fee in the amount of $2,500, assign
all or any portion of its right to receive payment with respect to any Loan to
the Granting Lender and (ii) disclose on a confidential basis any non-public
information relating to its funding of Loans to any rating agency, commercial
paper dealer or provider of any surety or Guarantee or credit or liquidity
enhancement to such SPC.

            (i) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon 30 days' notice to the Loan Party
Representative and the Revolving Lenders, resign as L/C Issuer and/or (ii) upon
30 days' notice to the Loan Party Representative, resign as Swing Line Lender.
In the event of any such resignation as L/C Issuer or Swing Line Lender, the
Loan Party Representative shall be entitled to appoint, subject to acceptance by
such Lender, from among the Revolving Lenders a successor L/C Issuer or Swing
Line Lender hereunder; provided, however, that no failure by the Loan Party
Representative to appoint any such successor shall affect the resignation of
Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank
of America resigns as L/C Issuer, it shall retain all the rights and obligations
of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as
of the effective date of its resignation as L/C Issuer and all L/C Obligations
with respect thereto (including the right to require the Lenders to make Base
Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)). If Bank of America resigns as Swing Line

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Lender, it shall retain all rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Revolving
Lenders to make Base Rate Loans or fund risk participations in outstanding Swing
Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C
Issuer and/or Swing Line Lender, subject to acceptance of such appointment by
such successor (a) such successor shall succeed to and become vested with all of
the rights, powers, privileges and duties of the retiring L/C Issuer or Swing
Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue
letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to Bank
of America to effectively assume the obligations of Bank of America with respect
to such Letters of Credit.

      SECTION 11.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each of
the Administrative Agent, the other Agents, the Lenders and the L/C Issuer
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and
its Affiliates' partners, directors, officers, employees, advisors and
representatives solely in connection with the administration of its rights and
performance of its obligations hereunder (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of
such Information, instructed to keep such Information confidential and informed
that the Loan Parties will be permitted to rely on their agreement to maintain
such confidentiality as herein provided), (b) to the extent requested by any
regulatory authority purporting to have authority over it (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable Law or regulations or
by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement,
(ii) any pledgee referred to in Section 11.06(f) or (iii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Loan Parties and their obligations, (g) with the consent of the
Loan Party Representative or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y)
becomes available to the Administrative Agent, any Lender or the L/C Issuer or
any of their respective Affiliates on a nonconfidential basis from a source
other than the Loan Parties or any of their Subsidiaries or Affiliates. For
purposes of this Section, "Information" means all information received from the
Loan Parties or any Subsidiary or any of their Affiliates relating to any Loan
Party or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender or
the L/C Issuer on a nonconfidential basis prior to disclosure by the Loan
Parties or any Subsidiary; provided that, in the case of information received
from the Loan Parties or any Subsidiary or any of their Affiliates after the
date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section 11.07 shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information. Each of the Administrative Agent, the Lenders
and the L/C Issuer acknowledges that (a) the Information may include

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material, non-public information concerning a Consolidated Party or a
Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle such
material non-public information in accordance with applicable Law, including
Federal and state securities Laws.

      SECTION 11.08 RIGHT OF SETOFF. If an Event of Default shall have occurred
and be continuing, each Lender, the L/C Issuer and each of their respective
Affiliates is hereby authorized at any time and from time to time, after
obtaining the prior written consent of the Administrative Agent, to the fullest
extent permitted by applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency)
at any time held and other obligations (in whatever currency) at any time owing
by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the
account of the Borrower or any other Loan Party against any and all of the
obligations of the Borrower or such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or the L/C Issuer,
irrespective of whether or not such Lender or the L/C Issuer shall have made any
demand under this Agreement or any other Loan Document and although such
obligations of the Borrower or such Loan Party may be contingent or unmatured or
are owed to a branch or office of such Lender or the L/C Issuer different from
the branch or office holding such deposit or obligated on such indebtedness. The
rights of each Lender, the L/C Issuer and their respective Affiliates under this
Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender, the L/C Issuer or their respective Affiliates may
have. Each of the L/C Issuer and each Lender agrees to notify the Loan Party
Representative and the Administrative Agent promptly after any such setoff and
application which it effects or which is effected by its Affiliate; provided
that the failure to give such notice shall not affect the validity of such
setoff and application. Notwithstanding the foregoing, the consent of the
Administrative Agent shall not be required for any Tranche C Term Lender or
Tranche D Term Lender to exercise any set-off rights against the SCCs (or for
any other Lender with any set-off rights against any non-voting participation
certificates of such Lender owned by the Loan Parties to exercise such set-off
rights against any such non-voting participation certificates).

      SECTION 11.09 INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.

      SECTION 11.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may
be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Loan Documents constitute the entire contract among

                                       151
<PAGE>

the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

      SECTION 11.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

      SECTION 11.12 SEVERABILITY. If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      SECTION 11.13 REPLACEMENT OF LENDERS. If (i) any Revolving Lender or
Tranche B Term Lender requests compensation under Section 3.04, (ii) a Loan
Party is required to pay any additional amount or indemnification to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section
3.01, (iii) any Lender fails or refuses to consent to any amendment, waiver or
consent to the Loan Documents which is approved by the Required Lenders, (iv)
any Lender delivers a notice pursuant to Section 3.02 with respect to
circumstances that do not affect the other Lenders hereunder, or (v) any Lender
is a Defaulting Lender, then the Borrower may, at its sole expense and effort,
upon notice from the Borrower or the Loan Party Representative to such Lender
and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 11.06), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment), provided that:

            (a) the Borrower shall have paid to the Administrative Agent the
assignment fee specified in Section 11.06(b);

            (b) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans and, in the case of a Revolving Lender,
L/C Advances, accrued

                                       152
<PAGE>

interest thereon, accrued fees and all other amounts payable to it hereunder and
under the other Loan Documents (including any amounts under Section 3.05) from
the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts);

            (c) in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and

            (d) such assignment does not conflict with applicable Laws.

      A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

      SECTION 11.14 GOVERNING LAW; JURISDICTION; ETC.

            (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            (b) SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF SUCH STATE,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

            (c) WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR

                                       153
<PAGE>

RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO
IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.

            (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

      SECTION 11.15 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      SECTION 11.16 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

      SECTION 11.17 USA PATRIOT ACT NOTICE. Each of the Administrative Agent
(for itself and not on behalf of any Lender) and each Lender hereby notifies the
Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain,
verify and record information that identifies the Loan Parties, which
information includes the names and addresses of the Loan Parties and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Loan Parties in accordance with such Act.

      SECTION 11.18 LOAN PARTIES' REPRESENTATIVE. The Loan Parties at all times
shall have designated one of the Loan Parties to act as their agent under this
Agreement and the other Loan Documents (in such capacity, the "Loan Party
Representative") with such powers and discretion as are specifically delegated
to the Loan Party Representative by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental
thereto, including, without limitation, (a) to execute and deliver on behalf of
each Loan Party all notices

                                       154
<PAGE>

required or permitted by the terms of this Agreement and the other Loan
Documents to be delivered by any Loan Party, including, without limitation, Loan
Notices and Swing Line Loan Notices on behalf of the Borrower, (b) to receive
notices on behalf of each of the Loan Parties, (c) to disburse funds credited to
the Borrower's Account to the Borrower or other Loan Party, as applicable, and
(d) to give consents and approvals and make elections on behalf of the Loan
Parties. Any action taken by the Loan Party Representative shall be deemed to
bind the Loan Parties and shall be deemed approved by the Loan Parties. The
Administrative Agent, the other Agents, the Lenders and the L/C Issuer (i) may
rely on any notice delivered by the Loan Party Representative on behalf of any
Loan Party and (ii) shall not have any responsibility for any actions as are
delegated to the Loan Party Representative hereunder. Any notice given by the
Administrative Agent or any Lender or the L/C Issuer to the Loan Party
Representative shall be deemed given to each Loan Party. Each Loan Party hereby
appoints and authorizes Holdings to be and act as the initial Loan Party
Representative. The Loan Parties may at any time replace the Loan Party
Representative with another Loan Party by delivering to the Administrative Agent
an appointment and authorization document executed by each Loan Party in form
and substance satisfactory to the Administrative Agent. Upon such delivery and
approval the Loan Party named in such document shall become the Loan Party
Representative as if such Loan Party were named the Loan Party Representative
herein.

      SECTION 11.19 CONFLICTS WITH MORTGAGES. In the case of any conflict
between the terms and provisions of this Agreement and the terms and provisions
of any Mortgage, as amended, the terms and provisions of this Agreement shall
govern.

                            [Signature pages follow.]

                                       155
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

BORROWER:           VALOR TELECOMMUNICATIONS ENTERPRISES, LLC

                    By: /s/ John A. Butler
                        ----------------------
                        Name:   John A. Butler
                        Title:  Treasurer

GUARANTORS:         VALOR COMMUNICATIONS GROUP, INC.
                    DCS HOLDING CO.
                    ECS HOLDING CO.
                    KCS HOLDING CO.
                    SCD SHARING PARTNERSHIP, L.P.
                    By: Valor Communications Group, Inc., its General Partner
                    SCE SHARING PARTNERSHIP, L.P.
                    By: Valor Communications Group, Inc., its General Partner
                    VALOR TELECOMMUNICATIONS, LLC

                    By: /s/ John A. Butler
                        ----------------------
                        Name:   John A. Butler
                        Title:  Treasurer

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

GUARANTORS:   VALOR TELECOMMUNICATIONS SOUTHWEST, LLC
              VALOR TELECOMMUNICATIONS ENTERPRISES FINANCE CORP.
              VALOR TELECOMMUNICATIONS INVESTMENTS, LLC
              VALOR TELECOMMUNICATIONS OF TEXAS, LP
              By: Valor Telecommunications Enterprises, LLC, its General Partner
              VALOR TELECOMMUNICATIONS EQUIPMENT, LP
              By: Valor Telecommunications Enterprises, LLC, its General Partner
              VALOR TELECOMMUNICATIONS CORPORATE GROUP, LP
              By: Valor Telecommunications Enterprises, LLC, its General Partner
              VALOR TELECOMMUNICATIONS LD, LP
              By: Valor Telecommunications Enterprises, LLC, its General Partner
              VALOR TELECOMMUNICATIONS SERVICES, LP
              By: Valor Telecommunications Enterprises, LLC, its General Partner
              SOUTHWEST ENHANCED NETWORK SERVICES, LP
              By: Valor Telecommunications Enterprises, LLC, its General Partner
              WESTERN ACCESS SERVICES, LLC
              WESTERN ACCESS SERVICES OF ARIZONA, LLC
              WESTERN ACCESS SERVICES OF ARKANSAS, LLC
              WESTERN ACCESS SERVICES OF COLORADO, LLC
              WESTERN ACCESS SERVICES OF NEW MEXICO, LLC
              WESTERN ACCESS SERVICES OF OKLAHOMA, LLC
              WESTERN ACCESS SERVICES OF TEXAS, L.P.
              By: Western Access Services, LLC, its General Partner

              By: /s/ John A. Butler
                  ----------------------
                  Name:   John A. Butler
                  Title:  Treasurer

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

GUARANTORS:   VALOR TELECOMMUNICATIONS SOUTHWEST II, LLC
              VALOR TELECOMMUNICATIONS ENTERPRISES II, LLC
              By: Valor Telecommunications Southwest II, LLC, its Sole Member
              KERRVILLE COMMUNICATIONS CORPORATION
              KERRVILLE COMMUNICATIONS MANAGEMENT, LLC
              By: Kerrville Communications Corporation, its Sole Member
              KERRVILLE COMMUNICATIONS ENTERPRISES, LLC
              By: Kerrville Communications Corporation, its Sole Member
              KERRVILLE TELEPHONE, L.P.
              By: Kerrville Communications Management, LLC, its General Partner
              HARPER TELEPHONE, L.P.
              By: Kerrville Communications Management, LLC, its General Partner
              ADVANCED TEL-COM SYSTEMS, L.P.
              By: Kerrville Communications Management, LLC, its General Partner
              KCC TELCOM, L.P.
              By: Kerrville Communications Management, LLC, its General Partner
              KERRVILLE CELLULAR, L.P.
              By: Kerrville Communications Management, LLC, its General Partner
              KERRVILLE MOBILE HOLDINGS, INC.
              KERRVILLE CELLULAR MANAGEMENT, LLC
              By: Kerrville Cellular, L.P., its Sole Member
              KERRVILLE CELLULAR HOLDINGS, LLC
              By: Kerrville Cellular, L.P., its Sole Member
              KERRVILLE WIRELESS HOLDINGS LIMITED PARTNERSHIP
              By: Kerrville Cellular Management, LLC, its General Partner
                  By: Kerrville Cellular, L.P., its Sole Member

              By: /s/ John A. Butler
                  ----------------------
                  Name:   John A. Butler
                  Title:  Treasurer

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

                                BANK OF AMERICA, N.A., as
                                Administrative Agent

                                By: /s/ [ILLEGIBLE]
                                    ---------------
                                    Name:
                                    Title:

                                BANC OF AMERICA SECURITIES LLC, as a Lead
                                Arranger and a Book Manager

                                By: /s/ [ILLEGIBLE]
                                    ---------------
                                    Name:
                                    Title:

                                BANK OF AMERICA, N.A., as a Lender, L/C Issuer
                                and Swing Line Lender

                                By: /s/ [ILLEGIBLE]
                                    ---------------
                                    Name:
                                    Title:

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

                                JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a
                                Syndication Agent

                                By: /s/ [ILLEGIBLE]
                                    ---------------
                                    Name:
                                    Title:

                                J.P. MORGAN SECURITIES INC., as a Lead Arranger
                                and Book Manager

                                By: /s/ [ILLEGIBLE]
                                    ---------------
                                    Name:
                                    Title:

                                JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a
                                Lender

                                By: /s/ [ILLEGIBLE]
                                    ---------------
                                    Name:
                                    Title:

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

                                WACHOVIA BANK, N.A., as a Documentation Agent

                                By: /s/ [ILLEGIBLE]
                                    ---------------
                                    Name:
                                    Title:

                                WACHOVIA BANK, N.A., as a Lender

                                By: /s/ [ILLEGIBLE]
                                    ---------------
                                    Name:
                                    Title:

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

                              CIBC WORLD MARKETS CORP., as a Documentation Agent

                              By: /s/ [ILLEGIBLE]
                                  ---------------
                                  Name:
                                  Title:

                              CIBC, INC., as a Lender

                             By: /s/ [ILLEGIBLE]
                                 ---------------
                                  Name:
                                  Title:

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

                            MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                            as a Syndication Agent and a Book Manager

                            By: /s/ [ILLEGIBLE]
                                ---------------
                                Name:
                                Title:

                            MERRILL LYNCH CAPITAL CORPORATION, as a Lender

                            By: /s/ [ILLEGIBLE]
                                ---------------
                                Name:
                                Title:

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

                            CIT LENDING SERVICES CORPORATION, as a Lender

                            By: /s/ [ILLEGIBLE]
                                ---------------
                                Name:
                                Title:

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

                            CALYON NEW YORK BRANCH, as a Lender

                            By: /s/ [ILLEGIBLE]
                                ---------------
                                Name:
                                Title:

                            By: /s/ [ILLEGIBLE]
                                ---------------
                                Name:
                                Title:

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

                            RURAL TELEPHONE FINANCE COOPERATIVE, as a Lender

                           By: /s/ [ILLEGIBLE]
                               ---------------
                                Name:
                                Title:

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

                            ________________________________________,
                            as a Lender

                            By: _____________________________________
                                Name:
                                Title:

                                 Signature Page
                      Amended and Restated Credit Agreement

<PAGE>

                                                                   SCHEDULE 1.01

                          CONSOLIDATED ADJUSTED EBITDA;
                          CONSOLIDATED INTEREST CHARGES

      For the periods specified below, Consolidated Adjusted EBITDA and
Consolidated Interest Charges shall be calculated as follows:

            (a)   (i) Consolidated EBITDA for the fiscal quarter of Holdings
      ended December 31, 2003, shall be $69,350,000;

                  (ii) Consolidated Adjusted EBITDA for the fiscal quarter of
      Holdings ended March 31, 2004, shall be $67,450,000;

                  (iii) Consolidated Adjusted EBITDA for the fiscal quarter of
      Holdings ended June 30, 2004, shall be $71,950,000; and

                  (iv) Consolidated Adjusted EBITDA for the fiscal quarter of
      Holdings ended September 30, 2004, shall be $68,850,000;

            (b) Consolidated Adjusted EBITDA for any four fiscal quarter period
ending on or prior to September 30, 2005, shall be calculated as follows:

                  (i) for the four fiscal quarter period of Holdings ending on
      September 30, 2004, Consolidated EBITDA shall be $277,600,000 (the sum of
      (a)(i), (ii), (iii) and (iv) above);

                  (ii) for the four fiscal quarter period of Holdings ending on
      December 31, 2004, Consolidated Adjusted EBITDA of Holdings shall be the
      sum of (A) the actual Consolidated Adjusted EBITDA of VTC for the most
      recent quarter then ended plus (B) $208,250,000 (the sum of (a)(ii), (iii)
      and (iv) above);

                  (iii) for the four fiscal quarter period of Holdings ending on
      March 31, 2005, Consolidated Adjusted EBITDA shall be the sum of (A) the
      actual Consolidated Adjusted EBITDA of VTC or Holdings, as applicable, for
      the most recent two quarters then ended plus (B) $140,800,000 (the sum of
      (a)(iii) and (iv) above); and

                  (iv) for the four fiscal quarter period of Holdings ending on
      June 30, 2005, Consolidated Adjusted EBITDA shall be the sum of (A) the
      actual Consolidated Adjusted EBITDA of VTC or Holdings, as applicable, for
      the most recent three quarters then ended plus (B) $68,850,000 ((a)(iv)
      above); and

            (c) Consolidated Interest Charges for any four fiscal quarter period
ending on or prior to the end of the fourth full fiscal quarter of Holdings
which commences on or after the Closing Date, shall be calculated as follows:

                  (i) for each of the four fiscal quarter periods of Holdings
      ending on each of September 30, 2004, December 31, 2004, and March 31,
      2005, (A) the items under clause (a) of the definition of Consolidated
      Interest Charges for such period will be

<PAGE>

      deemed to be $78,800,000 and (B) the items under clause (b) of the
      definition of Consolidated Interest Charges for such period will be
      calculated based on the actual amounts received by the Consolidated
      Parties during such period;

                  (ii) for the four fiscal quarter period of Holdings ending on
      June 30, 2005, Consolidated Interest Charges shall be the product of the
      actual Consolidated Interest Charges for the most recent quarter then
      ended multiplied by 4;

                  (iii) for the four fiscal quarter period of Holdings ending on
      September 30, 2005, Consolidated Interest Charges shall be the product of
      the actual Consolidated Interest Charges for the most recent two quarters
      then ended multiplied by 2; and

                  (iv) for the four fiscal quarter period of Holdings ending on
      December 31, 2005, Consolidated Interest Charges shall be the product of
      the actual Consolidated Interest Charges for the most recent three
      quarters then ended multiplied by 4 divided by 3.

<PAGE>

                                                                   SCHEDULE 2.01

                                   COMMITMENTS
                           AND APPLICABLE PERCENTAGES

<TABLE>
<CAPTION>
Revolving Facility                             Revolving      Applicable Percentage
Revolving Lender                               Commitment       of Revolving Loans
-----------------------------------------   ---------------   ---------------------
<S>                                         <C>               <C>
Bank of America, N.A.                       $ 23,800,000.00        23.800000000%
JPMorgan Chase Bank, National Association   $ 23,800,000.00        23.800000000%
Merrill Lynch Capital Corp.                 $ 23,800,000.00        23.800000000%
Wachovia Bank, National Association         $  6,800,000.00         6.800000000%
CIBC, Inc.                                  $  6,800,000.00         6.800000000%
CIT Lending Services Corporation            $ 10,000,000.00        10.000000000%
Calyon New York Branch                      $  5,000,000.00         5.000000000%

Total                                       $100,000,000.00       100.000000000%
</TABLE>

<TABLE>
<CAPTION>
Tranche B Term Facility                            Tranche B Term    Applicable Percentage
Tranche B Term Lender                                Commitment     of Tranche B Term Loans
------------------------------------------------  ----------------  -----------------------
<S>                                               <C>               <C>
Bank of America, N.A.(1)                          $ 667,500,000.00        89.000000000%
Bank of America, N.A.(2)                          $ 666,182,343.56        88.824312475%
Senior Lenders delivering Conversion Notices(3)   $   1,317,656.44         0.175687525%
JPMorgan Chase Bank, National Association         $   2,000,000.00         0.266666667%
CIT Lending Services Corporation                  $  10,000,000.00         1.333333333%
Calyon New York Branch                            $   8,500,000.00         1.133333333%
CoBank, ACB                                       $  30,000,000.00         4.000000000%
MFS Floating Rate High Income Fund                $     500,000.00         0.066666667%
Erste Bank Der Oesterreichischen Sparkassen AG    $   1,500,000.00         0.200000000%
General Electric Capital Corporation              $  30,000,000.00         4.000000000%

Total                                             $ 750,000,000.00       100.000000000%
</TABLE>

------------------------
(1) Prior to giving effect to the conversion of the Converted Loans on the
Supplement attached to this Schedule 2.01.

(2) After giving effect to the conversion of such Converted Loans pursuant to
Section 2.01(a).

(3) Aggregate amount for all Lenders identified on the Supplement attached to
this Schedule 2.01.

<PAGE>

<TABLE>
<CAPTION>
                                                            Applicable
Tranche C Term Facility              Tranche C Term        Percentage of
Tranche C Term Lender                  Commitment      Tranche C Term Loans
-----------------------------------  --------------    --------------------
<S>                                  <C>               <C>
Rural Telephone Finance Cooperative  $50,000,000.00        100.000000000%

Total                                $50,000,000.00        100.000000000%
</TABLE>

<TABLE>
<CAPTION>
                                                          Applicable
Tranche D Term Facility              Tranche D Term      Percentage of
Tranche D Term Lender                  Commitment    Tranche D Term Loans
-----------------------------------  --------------  --------------------
<S>                                  <C>             <C>
Rural Telephone Finance Cooperative  $ 5,555,555.00     100.000000000%

Total                                $ 5,555,555.00     100.000000000%
</TABLE>

<PAGE>

                                                                   SCHEDULE 2.01
                                                                      SUPPLEMENT

                                   COMMITMENTS
                           AND APPLICABLE PERCENTAGES
                               FOR CONVERTED LOANS

<TABLE>
<CAPTION>
Senior Lenders               Tranche B Term          Applicable
Delivering Conversion     Commitment/Amount of     Percentage of
Notices on Closing Date     Converted Loans     Tranche B Term Loans
------------------------  --------------------  --------------------
<S>                       <C>                   <C>
First Dominion Funding I     $1,317,656.44           0.175996730%
</TABLE>

<PAGE>

                                                                  SCHEDULE 11.02

                         ADMINISTRATIVE AGENT'S OFFICE,
                          CERTAIN ADDRESSES FOR NOTICES

HOLDINGS, BORROWERS, LOAN PARTY REPRESENTATIVE:
c/o:  Valor Communications Group, Inc.
201 East John Carpenter Freeway, Suite 200
Irving, Texas 75062
Attention: John A. Butler
Telephone: 972-373-1000
Telecopier: 972-373-1050
Electronic Mail: jbutler@valortelecom.com

with copies to:

Dow, Lohnes & Albertson, PLLC
1200 New Hampshire Avenue, NW, Suite 800
Washington, DC 20036-6802
Attention: Timothy J. Kelley
Telephone: 202-776-2000
Telecopier: 202-776-2222

ADMINISTRATIVE AGENT:

Administrative Agent's Office (for payments and Requests for Credit Extensions,
including Swing Line Loans):
Bank of America, N.A.
Credit Services
Mail Code: TX1-492-14-12
901 Main Street 14th Floor
Dallas, TX 75202
Attention: Nita Gerstung
Telephone: 214-209-9126
Telecopier: 214-290-9478
Electronic Mail: nita.gerstung@bankofamerica.com
Account No.: 1292000883
Ref: Valor Telecommunications Enterprises, LLC
ABA# 111000012

Other Notices as Administrative Agent:
Bank of America, N.A.
Agency Management

Mail Code: NC1-007-13-06

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100 North Tryon Street
Charlotte, NC 28255
Attention: Robert Klawinski
Telephone: 704-387-0467
Telecopier: 704-386-9607
Electronic Mail: robert.a.klawinski@bankofamerica.com

and

Mail Code: TX1-492-14-11
901 Main Street 14th Floor
Dallas, TX 75202
Attention: Maurice Washington
Telephone: 214-209-4128
Telecopier: 214-290-9544
Electronic Mail: maurice.washington@bankofamerica.com

L/C ISSUER:

Bank of America, N.A.
Trade Operations-Los Angeles #22621
333 S. Beaudry Avenue, 19th Floor
Mail Code: CA9-703-19-23
Los Angeles, CA 90017-1466
Attention:   Sandra Leon
             Vice President
Telephone: 213.345.5231
Telecopier: 213.345.6694
Electronic Mail: Sandra.Leon@bankofamerica.com