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                                                                    EXHIBIT 4.1

                                                                EXECUTION COPY





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                         METROMEDIA FIBER NETWORK, INC.




                                  $150,000,000




                  FLOATING RATE GUARANTEED TERM NOTES DUE 2006


                          NOTE AND GUARANTEE AGREEMENT
                          dated as of September 6, 2001












                               CITICORP USA, INC.,
                             as Administrative Agent

                           SALOMON SMITH BARNEY, INC.,
              as Sole Advisor, Lead Arranger and Sole Book Manager


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                                TABLE OF CONTENTS

      This Table of Contents is not part of the Agreement to which it is
attached but is inserted for convenience of reference only. PAGE

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

Section 1.01.  Certain Defined Terms.........................................1
Section 1.02.  Computation of Time Periods..................................25
Section 1.03.  Accounting Terms; Changes in GAAP............................25
Section 1.04.  Extended Meanings............................................25
Section 1.05.  References to Administrative Agent, Purchasers or Holders....25
Section 1.06.  Conflict with Senior Security Documents......................26
Section 1.07.  Non-Business Days............................................26
Section 1.08.  References to Time of Day....................................26
Section 1.09.  Severability.................................................26
Section 1.10.  References to Statutes.......................................26
Section 1.11.  References to Agreements.....................................26

                                   ARTICLE II

                         AMOUNTS AND TERMS OF THE NOTES

Section 2.01.  The Notes....................................................27
Section 2.02.  Issuing the Notes............................................27
Section 2.03.  Repayment....................................................29
Section 2.04.  Commitment Changes; Redemptions, Etc.........................29
Section 2.05.  Interest.....................................................31
Section 2.06.  Conversion and Continuation..................................32
Section 2.07.  Increased Costs, Illegality, Etc.............................33
Section 2.08.  Payments and Computations....................................35
Section 2.09.  Taxes........................................................36
Section 2.10.  Sharing of Payments, Etc.....................................38
Section 2.11.  Replacement of Holder........................................38

                                   ARTICLE III

                              CONDITIONS OF CLOSING

Section 3.01.  Issuance.....................................................39
Section 3.02.  Determinations Under Section 3.01............................44


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                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

Section 4.01.  Representations and Warranties of the Obligors...............44
Section 4.02.  Representations and Warranties of the Purchasers.............52

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

Section 5.01.  Financial Statements, Reports, etc...........................52
Section 5.02.  Other Notices................................................54
Section 5.03.  Existence; Businesses and Properties.........................55
Section 5.04.  Guarantees of Obligations and Collateral Security;
                 Further Assurances.........................................56
Section 5.05.  Maintaining Records; Access to Properties and Inspections....57
Section 5.06.  Compliance with Terms of Private Licenses....................57
Section 5.07.  Obligations and Taxes........................................58
Section 5.08.  Employee Benefits............................................58
Section 5.09.  Insurance....................................................58
Section 5.10.  Franchises...................................................59
Section 5.11.  Licenses.....................................................59
Section 5.12.  Use of Proceeds..............................................59
Section 5.13.  Hedging Agreements...........................................59

                                   ARTICLE VI

                               NEGATIVE COVENANTS

Section 6.01.  Indebtedness.................................................60
Section 6.02.  Liens........................................................63
Section 6.03.  Unrestricted Subsidiaries....................................65
Section 6.04.  Sale and Lease-Back Transactions.............................66
Section 6.05.  Investments and Contingent Investments.......................67
Section 6.06.  Mergers, Consolidations, Assets Sales and Acquisitions.......68
Section 6.07.  Restricted Payments..........................................70
Section 6.08.  Restrictive Agreements.......................................72
Section 6.09.  Repayment of Indebtedness....................................72
Section 6.10.  Transactions with Affiliates.................................73
Section 6.11.  Lines of Business............................................73
Section 6.12.  Modifications to Certain Agreements..........................73
Section 6.13.  Financial Covenants..........................................73

                                   ARTICLE VII

               EVENTS OF DEFAULT............................................77



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                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

Section 8.01.  Authorization and Action.....................................80
Section 8.02.  Administrative Agent's Reliance, Etc.........................80
Section 8.03.  Rights as a Holder...........................................81
Section 8.04.  Holder Financial Decision....................................81
Section 8.05.  Indemnification..............................................81
Section 8.06.  Collateral Duties............................................81
Section 8.07.  Successor Administrative Agent...............................82
Section 8.08.  Lead Arranger................................................83

                                   ARTICLE IX

               THE GUARANTEE................................................83

Section 9.01.  The Guarantee................................................83
Section 9.02.  Obligations Unconditional....................................83
Section 9.03.  Reinstatement................................................84
Section 9.04.  Subrogation..................................................84
Section 9.05.  Remedies.....................................................84
Section 9.06.  Instrument for the Payment of Money..........................85
Section 9.07.  Continuing Guarantee.........................................85
Section 9.08.  Rights of Contribution.......................................85
Section 9.09.  General Limitation on Guarantee Obligations..................85

                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.01.  Amendments, Consents, Etc...................................86
Section 10.02.  Notices, Etc................................................88
Section 10.03.  No Waiver; Remedies.........................................88
Section 10.04.  Costs, Expenses and Indemnification.........................88
Section 10.05.  Right of Setoff.............................................90
Section 10.06.  Governing Law; Submission to Jurisdiction, Etc..............90
Section 10.07.  Waiver of Jury Trial........................................90
Section 10.08.  Successors, Assigns and Transfers...........................90
Section 10.09.  Transfer, Registration, Participations and Substitution
                  of Notes..................................................91
Section 10.10.  Execution in Counterparts...................................94
Section 10.11.  Confidentiality.............................................94
Section 10.12.  Survival and Termination....................................94
Section 10.13.  Captions....................................................95

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                                    SCHEDULES
                                    ---------

Schedule 2.01                  Information Relating to the Purchasers
Schedule 4.01(e)               List of Required Governmental Approvals
Schedule 4.01(i)               Subsidiaries and other Equity Investments
Schedule 4.01(k)               Material Agreements
Schedule 4.01(r)               Insurance
Schedule 4.01(t)               Licenses
Schedule 4.01(u)               Franchises
Schedule 4.01(v)               Real Property and Leases
Schedule 6.05                  Investments


                                    EXHIBITS
                                    --------

EXHIBIT A.........         Form of Floating Rate Guaranteed Term Note
EXHIBIT B.........         Form of Senior Security Agreement
EXHIBIT C.........         Form of Opinion of Special Counsel to the Obligors
EXHIBIT D.........         Form of Opinion of Special New York Counsel to
                            Citicorp USA
EXHIBIT E.........         Form of Notice of Issuance
EXHIBIT F.........         Form of Transfer and Acceptance
EXHIBIT G.........         Form of Joinder Agreement
EXHIBIT H.........         Form of Warrant Agreement

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                         METROMEDIA FIBER NETWORK, INC.

            $150,000,000 Floating Rate Guaranteed Term Notes Due 2006


                                                         As of September 6, 2001



TO EACH OF THE PURCHASERS
LISTED ON SCHEDULE 2.01


                 METROMEDIA FIBER NETWORK, INC., a Delaware corporation (the
"ISSUER"), and each of the Guarantors listed on the signature pages hereto under
the caption "GUARANTORS" and each Subsidiary of the Issuer that becomes a
"Guarantor" after the date hereof pursuant to Section 5.04 (each a "GUARANTOR"
and, collectively, the "GUARANTORS", and the Guarantors collectively with the
Issuer, the "OBLIGORS"), agree with each of the purchasers whose names appear on
Schedule 2.01 (each a "PURCHASER" and, collectively, the "PURCHASERS") and
Citicorp USA, Inc., as administrative agent (in such capacity, together with its
successors in such capacity, the "ADMINISTRATIVE AGENT"), as follows:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  Section 1.01. CERTAIN DEFINED TERMS. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "ACCOUNTANTS" means Ernst & Young LLP or other independent
public accountants selected by the Issuer and satisfactory to the Administrative
Agent.

                  "ACQUIRED INDEBTEDNESS" means, with respect to any specified
Person, Indebtedness of any other Person existing at the time such other Person
is merged with or into or became a Subsidiary of such specified Person, PROVIDED
that such Indebtedness is not incurred in connection with, or in contemplation
of, such other Person merging with or into or becoming a Subsidiary of, such
specified Person.

                  "ACQUISITION" means any transaction, or any series of related
transactions, consummated after the date hereof, by which (i) the Issuer and/or
any of its Subsidiaries acquires the business of, or all or substantially all of
the assets of, any firm, corporation or division thereof, whether through
purchase of assets, purchase of stock, merger or otherwise or (ii) any Person
that was not theretofore a Subsidiary of the Issuer becomes a Subsidiary of the
Issuer.


                          NOTE AND GUARANTEE AGREEMENT

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                  "ADJUSTED EBITDA" means, for any period, the sum (for the
Issuer and its Restricted Subsidiaries determined on a consolidated basis
without duplication in accordance with GAAP) of the following:

                  (a) Net Income for such period, adjusted to exclude any gains
or losses attributable to any Asset Sale or Casualty Event; PLUS

                  (b) the sum of (i) depreciation and amortization, but
         excluding amortization of prepaid cash expenses that were paid in a
         prior period, for such period, (ii) consolidated interest expense for
         such period and (iii) consolidated income tax expense for such period;
         PLUS

                  (c) any non-cash charges, but excluding any non-cash expense
         or loss to the extent it represents an accrual of or reserve for cash
         expenses in any future period or amortization of a prepaid cash expense
         that was paid in a prior period, for such period (or MINUS, any cash or
         non-cash gains for such period); PLUS

                  (d) the net amount, if any, by which the consolidated deferred
         revenues increased for such period (or MINUS the amount, if any, by
         which the consolidated deferred revenues of decreased for such period);
         MINUS

                  (e) cash payments made during such period which were not
         deducted in determining Net Income for such period but that were (or
         will be) a non-cash charge deducted in determining Net Income for a
         prior (or subsequent) fiscal year; MINUS

                  (f)  the aggregate amount of interest income for such period.

                  If during any period for which Adjusted EBITDA is being
determined the Issuer or any Restricted Subsidiary shall have consummated any
Acquisition or Asset Sale then, for all purposes of this Agreement, Adjusted
EBITDA shall be determined on a pro forma basis (using assumptions that the
Issuer in good faith believes are fair, accurate and reasonable at the time, and
in which assumptions the Administrative Agent concurs) as if such Acquisition or
Asset Sale had been made or consummated on the first day of such period.

                  "ADMINISTRATIVE AGENT" has the meaning specified in the
recital of parties to this Agreement.

                  "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
Administrative Agent maintained by the Administrative Agent at Citibank in New
York, New York, ABA # 021-00-0089 Account No. 36852248, Reference: NAIB Agency
Medium Term Finance, Attention: Nina Qureshi (or her successor), or such other
account maintained by the Administrative Agent as may be designated by the
Administrative Agent in a written notice to the Holders and the Issuer.

                  "ADMINISTRATIVE QUESTIONNAIRE" means an administrative
questionnaire in a form supplied by the Administrative Agent.


                          NOTE AND GUARANTEE AGREEMENT

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                                      -3-


                  "AFFECTED HOLDER" has the meaning specified in Section 2.11.

                  "AFFILIATE" means, when used with respect to a specified
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.

                  "AGREEMENT" means this Note and Guarantee Agreement.

                  "APPLICABLE MARGIN" means, for any day, (i) 3.50% with respect
to any Base Rate Portions and (ii) 4.50% with respect to any Eurodollar Rate
Portions.

                  "ASSET SALE" means (a) the sale, lease, transfer, conveyance
or other disposition of any assets or rights (including, without limitation, by
way of a sale and leaseback) other than sales of inventory in the ordinary
course of business and other than any sale, lease, transfer, conveyance or other
disposition in the ordinary course of business of capacity on any fiber optic or
cable system owned, controlled or operated by the Issuer or any Restricted
Subsidiary or of telecommunications capacity, transmission rights, conduit or
rights-of-way acquired by the Issuer or any Restricted Subsidiary for use in a
Telecommunications Business of the Issuer or any Restricted Subsidiary, and (b)
the issue or sale by the Issuer or any of its Restricted Subsidiaries of Equity
Interests of any Subsidiary. Notwithstanding the foregoing, the following items
shall not be deemed to be Asset Sales: (i) a transfer of assets by the Issuer to
a Restricted Subsidiary or by a Subsidiary to the Issuer or to a Restricted
Subsidiary, (ii) an issuance of Equity Interests by a Subsidiary to the Issuer
or to a Restricted Subsidiary, (iii) Restricted Payments permitted under Section
6.07, (iv) Investments permitted under Section 6.05, (v) a disposition of
obsolete or worn out equipment or equipment that is no longer useful in the
conduct of a Telecommunications Business of the Issuer and its Restricted
Subsidiaries and that is disposed of in the ordinary course of business with an
aggregate fair market value (as to all such dispositions) not to exceed
$5,000,000, (vi) the surrender or waiver by the Issuer or any of its Restricted
Subsidiaries of contract rights or the settlement, release or surrender of
contract, tort or other claims of any kind by the Issuer or any of its
Restricted Subsidiaries or the grant by the Issuer or any of its Restricted
Subsidiaries of a Lien not prohibited by this Agreement, (vii) the sale of Cash
Equivalents in the ordinary course of business and (viii) sales, transfers,
assignments and other dispositions of assets (or related assets in related
transactions) in the ordinary course of business with an aggregate fair market
value of less than $1,000,000.

                  "ATTRIBUTABLE DEBT" means, on any date, in respect of any
lease of the Issuer entered into as a part of a sale and leaseback transaction
described in Section 6.04, (i) if such lease is a Capital Lease Obligation, the
capitalized amount thereof that would appear on a balance sheet of the Issuer
prepared as of such date in accordance with GAAP, and (ii) if such lease is not
a Capital Lease Obligation, the capitalized amount of the remaining lease
payments under such lease that would appear on a balance sheet of the Issuer
prepared as of such date in accordance with GAAP as if such lease were accounted
for as a Capital Lease Obligation.

                  "BANKRUPTCY CODE" means Title 11 of the United States Code, as
from time to time amended.


                          NOTE AND GUARANTEE AGREEMENT

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                                      -4-


                  "BASE 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 higher of means a fluctuating interest rate per annum equal at all times to
the highest of:

                  (a) the rate of interest announced publicly by Citibank in New
York, New York, from time to time, as Citibank's base rate; and

                  (b) 0.50% per annum above the latest three-week moving average
         of secondary market morning offering rates in the United States for
         three-month certificates of deposit of major United States money market
         banks, such three-week moving average being determined weekly on each
         Monday (or, if any such day is not a Business Day, on the next
         succeeding Business Day) for the three-week period ending on the next
         previous Friday by Citibank on the basis of such rates reported by
         certificate of deposit dealers to and published by the Federal Reserve
         Bank of New York or, if such publications shall be suspended or
         terminated, on the basis of quotations for such rates received by
         Citibank from three New York certificate of deposit dealers of
         recognized standing selected by Citibank, in either case adjusted to
         the nearest 1/4 of one percent or, if there is no nearest 1/4 of one
         percent, to the next higher 1/4 of one percent; and

                  (c) for any day, 1/2 of one percent per annum above the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day which is
         a Business Day, the average of the quotations for such day on such
         transactions received by Citibank from three Federal funds brokers of
         recognized standing selected by it.

                  "BASE RATE PORTION" means the portion of each Note that bears
interest as provided in Section 2.05(a)(i).

                  "BASIC DOCUMENTS" means, collectively, the Note Documents, the
Vendor Agreements, the Verizon Agreement, the Verizon Debt Agreement and the
agreements executed and delivered in connection with the issuance of the
convertible debt or equity referred to in Section 3.01(l).

                  "BENEFICIAL OWNERS" has the meaning given to such term under
the Investment Company Act and the rules and regulations thereunder.

                  "BUSINESS DAY" means any day on which banks are not required
or authorized to close in New York City, New York and, if such Business Day
relates to a Eurodollar Rate Portion, on which dealings are carried on in the
London interbank market.

                  "CAPITAL EXPENDITURES" means, for any period, expenditures of
the Issuer and its Restricted Subsidiaries incurred during such period to
construct, install, acquire or improve fixed assets, real property,
telecommunications systems and equipment (including renewals, improvements and
replacements, but excluding repairs unless such repairs are required to be
capitalized in accordance with GAAP) during such period computed in accordance
with GAAP; but excluding any such expenditures in connection with any
Acquisition and any expenditures

                          NOTE AND GUARANTEE AGREEMENT

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                                      -5-


made with the proceeds of condemnation awards or insurance for fixed assets,
real property or improvements thereon and telecommunications systems and
equipment.

                  "CAPITAL LEASE OBLIGATIONS" of any Person means, for any
period, the obligations (including the aggregate amount of Capital Lease
Obligations incurred during such period) of such Person to pay rent or other
amounts under any lease of (or other arrangement conveying the right to use)
real or personal property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance sheet
of such Person under GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

                  "CAPITAL STOCK" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited) and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing person.

                  "CASH EQUIVALENTS" means:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         of America (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States of America),
         in each case maturing within one year from the date of acquisition
         thereof;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, one of the two highest credit ratings obtainable from
         Standard & Poor's or from Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances, time deposits and demand deposits maturing within one year
         from the date of acquisition thereof issued or guaranteed by or placed
         with, and money market deposit accounts issued or offered by, any
         domestic or foreign commercial bank that has a combined capital and
         surplus and undivided profits of not less than $1,000,000,000;

                  (d) repurchase obligations with a term of not more than 90
         days for, and secured by, underlying securities of the types described
         in clauses (a) through (c) above entered into with a bank meeting the
         qualifications described in clause (c) above; and

                  (e) mutual funds whose investment guidelines restrict such
funds' investments primarily to those satisfying the provisions of clauses (a)
through (c) above.

                  "CASH INTEREST EXPENSE" means, for any period, the sum (for
the Issuer and its Restricted Subsidiaries determined on a consolidated basis
without duplication in accordance with GAAP), of the excess of (a) the sum of
(i) all interest expense (including imputed interest expense in respect of
Capital Lease Obligations) for such period PLUS (ii) any interest accrued during
such period in respect of Indebtedness that is required to be capitalized rather
than

                          NOTE AND GUARANTEE AGREEMENT

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                                      -6-


included in consolidated interest expense for such period, PLUS (iii) any
cash payments made during such period in respect of obligations referred to in
clause (b) below that were amortized or accrued in a previous period, PLUS (iv)
the aggregate amount of regularly scheduled dividends and distributions in cash
made during such period in respect of Capital Stock MINUS (b) the sum of (i) to
the extent included in such consolidated interest expense for such period,
non-cash amounts attributable to amortization of financing costs paid in a
previous period, PLUS (ii) to the extent included in such consolidated interest
expense for such period, non-cash amounts attributable to amortization of debt
discounts or accrued interest payable in kind for such period. For purposes of
the foregoing, (A) Cash Interest Expense shall be determined taking into account
any net payments made or received by the Issuer or any Restricted Subsidiary
under Interest Rate Protection Agreements and (B) to the extent Cash Interest
Expense for any Indebtedness is being determined for a future period, the
applicable interest rate during such future period shall be deemed to be equal
to the rate of interest in effect at the beginning of such period, and the
aggregate amount of such Indebtedness to be outstanding during such period shall
be determined under the assumption that all regularly scheduled payments of
principal (but no prepayments or redemptions of principal) will be made in
respect of such Indebtedness during such period.

                  If during any period for which Cash Interest Expense is being
determined the Issuer or any Restricted Subsidiary shall have consummated any
Acquisition or Asset Sale then, for all purposes of this Agreement, Cash
Interest Expense shall be determined on a pro forma basis (using assumptions
that the Issuer in good faith believes are fair, accurate and reasonable at the
time, and in which assumptions the Administrative Agent concurs) as if such
Acquisition or Asset Sale (and any Indebtedness incurred by the Issuer or any
Restricted Subsidiary in connection with such Acquisition or repaid as a result
of such Asset Sale) had been made or consummated (and such Indebtedness incurred
or repaid) on the first day of such period.

                  "CASUALTY EVENT" means, with respect to any property of any
Person, any loss of or damage to, or any condemnation or other taking of, such
property for which such Person or any of its Restricted Subsidiaries receives
insurance proceeds, proceeds of a condemnation award or other compensation.

                  "CHANGE OF CONTROL" means the occurrence of any one or more of
the following events:

                  (a) any "person" or "group" (as such terms are used in Section
         13(d)(3) of the Exchange Act), other than a Permitted Holder, is or
         becomes the beneficial owner, directly or indirectly, of 35% or more of
         the Voting Stock (measured by voting power rather than number of
         shares) of the Issuer and the Permitted Holders own, in the aggregate,
         a lesser percentage of the total Voting Stock (measured by voting power
         rather than by number of shares) of the Issuer than such person and do
         not have the right or ability by voting power, contract or otherwise to
         elect or designate for election a majority of the Board of Directors of
         the Issuer (for the purposes of this clause, such other person shall be
         deemed to "beneficially own" any Voting Stock of a specified
         corporation held by a parent corporation if such other person
         beneficially owns, directly or indirectly, more than 35% of the Voting
         Stock (measured by voting

                          NOTE AND GUARANTEE AGREEMENT

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                                      -7-


         power rather than by number of shares) of such parent corporation and
         the Permitted Holders beneficially own, directly or indirectly, in
         the aggregate a lesser percentage of Voting Stock (measured by
         voting power rather than by number of shares) of such parent
         corporation and do not have the right or ability by voting power,
         contract or otherwise to elect or designate for election a majority
         of the Board of Directors of such parent corporation),

                  (b)  during any period of two consecutive years, Continuing
         Directors cease for any reason to constitute a majority of the Board
         of Directors of the Issuer, or

                  (c) any change in control (or similar event, however
         denominated) with respect to the Issuer shall occur under and as
         defined in any indenture or agreement in respect of Indebtedness of the
         Issuer or any of its Restricted Subsidiaries (including a "Change of
         Control" applicable to any of the Senior Notes) and the Issuer shall,
         as a result thereof, be required to repay, redeem or repurchase all or
         any part of such Indebtedness (or offer to do any of the foregoing), or
         such change of control shall constitute a default under such indenture
         or agreement.

                  "CITIBANK" means Citibank, N.A., a national banking
association, and its successors.

                  "CITICORP USA" means Citicorp USA, Inc., a Delaware
corporation.

                  "CLOSING DATE" means the date upon which the conditions
specified in Section 3.01 are satisfied (or waived by each Purchaser) and the
initial Notes are issued hereunder.

                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and rulings issued
thereunder.

                  "COLLATERAL" means all "Collateral" referred to in the Senior
Security Documents and all other property that is subject to any Lien created by
any Senior Security Document in favor of the Administrative Agent.

                  "COMMITMENT" with respect to each Purchaser, the commitment of
each Purchaser to purchase a Note on the Closing Date, as such commitment may be
(a) reduced from time to time pursuant to Section 2.04 and (b) reduced or
increased from time to time pursuant to transfers by or to such Purchaser
pursuant to Section 10.09. The initial amount of each Purchaser's Commitment is
set forth on Schedule 2.01, or in the Transfer and Acceptance pursuant to which
such Purchaser shall have assumed its Commitment, as applicable. The initial
aggregate amount of the Purchasers' Commitments is $150,000,000.

                  "CONFIDENTIAL INFORMATION" means any information that the
Issuer or any of its Restricted Subsidiaries furnishes to the Administrative
Agent or any Holder, but does not include any such information once such
information has become generally available to the public or once such
information has become available to the Administrative Agent or any Holder from
a source other than the Issuer or any of its Restricted Subsidiaries (unless, in
either case, such information becomes so available as a result of the breach by
the Administrative Agent or a Holder of its duty of confidentiality set forth in
Section 10.11).

                  "CONSOLIDATING FINANCIAL STATEMENTS" means, as at the end of
and for any period, separately presented financial statements for the optical
infrastructure business and the internet

                          NOTE AND GUARANTEE AGREEMENT

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                                      -8-


infrastructure services business of the Issuer and its Subsidiaries, setting out
the revenues, gross margins and property, plant and equipment for each such
business as at the end of and for such period.

                  "CONTINUATION", "CONTINUE" and "CONTINUED" each refers to a
continuation of any Eurodollar Rate Portion from one Interest Period to the next
Interest Period pursuant to Section 2.06.

                  "CONTINUING DIRECTORS" means individuals who at the beginning
of the period of determination constituted the Board of Directors of the Issuer,
together with any new directors whose election by such Board of Directors or
whose nomination for election by the shareholders of the Issuer was approved by
a vote of a majority of the directors of the Issuer then still in office who
were either directors at the beginning of such period or whose election or
nomination for election was previously so approved or is the designee of any one
of the Permitted Holders or any combination thereof or was nominated or elected
by any such Permitted Holder(s) or any of their designees.

                  "CONTRIBUTED CAPITAL" means, as at any date, the sum
(determined without duplication) of (a) $2,820,001,000 PLUS (b) the net cash
proceeds received by the Issuer after December 31, 2000 in respect of the
issuance and sale of Capital Stock (other than Disqualified Stock) of the
Issuer, or from the conversion of Indebtedness of the Issuer into Capital Stock
(other than Disqualified Stock) of the Issuer, PLUS (c) the aggregate amount
deemed to have been received by the Issuer at the time of conversion of any
Indebtedness of the Issuer into Capital Stock (other than Disqualified Stock) of
the Issuer representing the principal amount of such Indebtedness so converted
and any accrued and unpaid interest thereon which is forfeited in connection
with such conversion MINUS (d) the aggregate amount of Restricted Payments made
in respect of the Capital Stock of the Issuer after December 31, 2000).

                  "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 ownership of voting securities, by contract or
otherwise, and the terms "CONTROLLING" and "CONTROLLED" shall have meanings
correlative thereto.

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

                  "CONVERSION", "CONVERT" and "CONVERTED" each refers to a
conversion of portions of Notes of one Type into portions of Notes of the other
Type pursuant to Section 2.06 or 2.07.

                  "DATA CENTER" means a co-location facility where entities are
able to transfer electronic data among themselves and with other parties outside
such facility.

                  "DEBT SERVICE" means, for any period, the sum of, for the
Issuer and its Restricted Subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP), the following: (a) all regularly
scheduled payments or regularly scheduled prepayments or redemptions of
principal of Indebtedness (including, without limitation, the principal
component

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -9-


of any payments in respect of Capital Lease Obligations) made or payable during
such period (or, in the event the relevant period is a future period, scheduled
to be made during such period) PLUS (b) all Cash Interest Expense for such
period.

                  "DEFAULT" means any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.

                  "DISQUALIFIED STOCK" means any Capital Stock or other
ownership interest that, by its terms (or by the terms of any security into
which it is convertible, or for which it is exchangeable, in each case at the
option of the holder thereof), or upon the happening of any event, (a) matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder thereof, in whole or in
part, on or prior to the date that is 91 days after the maturity of the Senior
Notes, (b) is secured by any assets of the Issuer or any Restricted Subsidiary
or is Guaranteed by any Restricted Subsidiary or (c) is exchangeable or
convertible at the option of the holder into Indebtedness of the Issuer or any
Restricted Subsidiary.

                  Notwithstanding the preceding sentence, any Capital Stock or
other ownership interest that would constitute Disqualified Stock solely because
the holders thereof have the right to require the Issuer to repurchase such
Capital Stock or other ownership interest upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock if the terms of
such Capital Stock or other ownership interest provide that the Issuer may not
repurchase or redeem any such Capital Stock or other ownership interest pursuant
to such provisions unless such repurchase or redemption complies with the
provisions of Section 6.07.

                  "DOLLARS" and "$" means lawful money of the United States.

                  "ELIGIBLE INSTITUTION" means (a) any Holder or any Holder
Affiliate, (b) any ML Holder and (c) any other Person (other than an Affiliate
of the Issuer) approved by the Administrative Agent, such approval not to be
unreasonably withheld or delayed.

                  "ENVIRONMENTAL LAWS" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

                  "ENVIRONMENTAL LIABILITY" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities, and including any Lien filed
against any property covered by any Senior Security Document in favor of any
Governmental Authority), of the Issuer or any Restricted Subsidiary 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, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -10-


                  "ENVIRONMENTAL PERMIT" means any permit, approval,
authorization, certificate, registration, license, variance, filing, permission
or other approval required by or from any Government Authority pursuant to any
Environmental Law.

                  "EQUITY INTERESTS" means shares of Capital Stock and all
warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock).

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

                  "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Issuer, is treated as a single employer
under Section 414(b) or (c) of the Code, or solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

                  "ERISA EVENT" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan with respect to which notice is required to be given to the PBGC; (b) the
adoption of any amendment to a Plan that would require the provision of security
pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303 of
ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (e) the incurrence of any liability under Title IV of ERISA
with respect to the termination of any Plan or the withdrawal or partial
withdrawal of the Issuer or any of its ERISA Affiliates from any Plan or
Multiemployer Plan; (f) the receipt by the Issuer or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to the intention to
terminate any Plan or Plans or, in the case of the PBGC, to appoint a trustee to
administer any Plan; (g) the receipt by the Issuer or any ERISA Affiliate of any
notice concerning the imposition of Withdrawal Liability or a determination that
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; (h) the occurrence of a "prohibited
transaction" with respect to which the Issuer or any of its Subsidiaries is a
"disqualified person" (within the meaning of Section 4975 of the Code) or with
respect to which the Issuer or any Restricted Subsidiary could otherwise be
liable; and (i) any other event or condition with respect to a Plan or
Multiemployer Plan that could reasonably be expected to result in liability of
the Issuer or any of its Subsidiaries.

                  "EURODOLLAR BASE RATE" means, for any Interest Period for each
Eurodollar Rate Portion, the rate appearing on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to U.S. dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for U.S. dollar deposits with
a maturity comparable to such Interest Period. In the event that such rate is
not available at such time for any reason, then the "Eurodollar Base Rate" with
respect to such Eurodollar Rate Portion for such Interest Period shall be the
rate at which U.S. dollar deposits of $5,000,000, and for a maturity comparable
to such Interest Period, are offered

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -11-


by the principal London office of the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period.

                  "EURODOLLAR RATE" means, for any Interest Period for each
Eurodollar Rate Portion, an interest rate per annum equal to the rate per annum
obtained by DIVIDING (a) Eurodollar Base Rate for such Eurodollar Rate Portion
by (b) a percentage equal to 100% MINUS the Reserve Percentage for such Interest
Period.

                  "EURODOLLAR RATE PORTION" means the portion of each Note that
bears interest as provided in Section 2.05(a)(ii).

                  "EVENTS OF DEFAULT" has the meaning specified in Article VII.

                  "EXCESS CASH FLOW" means, for any fiscal year, the sum (for
the Issuer and its Restricted Subsidiaries determined on a consolidated basis
without duplication in accordance with GAAP) of the following:

                  (a) Net Income for such fiscal year, adjusted to exclude any
         gains or losses attributable to any Asset Sale or Casualty Event; PLUS

                  (b) depreciation, amortization and other non-cash charges or
         losses deducted in determining Net Income for such fiscal year; PLUS

                 (c) the sum of (i) the amount, if any, by which Working Capital
         decreased during such fiscal year PLUS (ii) the net amount, if any, by
         which the consolidated deferred revenues increased during such fiscal
         year; MINUS

                 (d) the sum of (i) any non-cash gains included in determining
         Net Income for such fiscal year PLUS (ii) the amount, if any, by which
         Working Capital increased during such fiscal year PLUS (iii) the
         amount, if any, by which the consolidated deferred revenues of
         decreased during such fiscal year; MINUS

                  (e) the sum of (i) Capital Expenditures paid in cash during
         such fiscal year (except to the extent attributable to the incurrence
         of Capital Lease Obligations or otherwise financed by incurring Funded
         Indebtedness and except to the extent paid with Net Available Proceeds
         in respect of any Asset Sale or Casualty Event or from the issuance of
         Capital Stock or other Equity Interests) PLUS (ii) cash consideration
         paid during such fiscal year to make acquisitions or other investments
         permitted hereunder (other than Cash Equivalents and except to the
         extent financed by incurring Funded Indebtedness or issuing Capital
         Stock or other Equity Interests); MINUS

                  (f) cash payments made during such fiscal year which were not
         deducted in determining Net Income for such fiscal year that will in a
         subsequent fiscal year become a non-cash charge deducted in determining
         Net Income for such subsequent fiscal year; MINUS

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -12-


                  (g) the aggregate principal amount of Funded Indebtedness
         repaid or prepaid by the Issuer and its Restricted Subsidiaries during
         such period, excluding (i) Notes redeemed pursuant to Section 2.04 and
         (ii) repayments, or prepayments or redemptions, of Funded Indebtedness
         financed by incurring other Funded Indebtedness.

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

                  "EXCLUDED PERIOD" means, with respect to any additional amount
payable under Section 2.07, the period ending 180 days prior to the applicable
Holder's delivery of a certificate referenced in Section 2.07(a) or 2.07(b), as
applicable, with respect to such additional amount.

                  "FEDERAL" is used as an adjective with respect to the federal
government of the United States.

                  "FEDERAL FUNDS RATE" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average of the quotations for such day
for such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it.

                  "FINANCIAL OFFICER" of any Person means the chief financial
officer, chief accounting officer, treasurer or controller of such Person.

                  "FOREIGN SUBSIDIARY" means any Subsidiary organized under the
laws of any country other than the United States of America, a State thereof or
the District of Columbia.

                  "FORM 10-K" means the Issuer's Annual Report on Form 10-K for
the year ended December 31, 2000, as filed with the Securities and Exchange
Commission.

                  "FRANCHISE" means a franchise, license, authorization or right
by contract or otherwise to construct, own, operate, promote and/or extend any
Telecommunications Asset operated or to be operated by the Issuer or any of its
Restricted Subsidiaries granted by any state, county, city, town, village or
other local or state government authority. The term "Franchise" shall include
each of the Franchises set forth on Schedule 4.01(u) hereto.

                  "FUNDED INDEBTEDNESS" means, as of any date, the sum (for the
Issuer and its Restricted Subsidiaries determined on a consolidated basis
without duplication in accordance with GAAP), of the sum of (a) all Indebtedness
for borrowed money of the Issuer and its Restricted Subsidiaries which by its
terms matures more than one year after such date, and any such Indebtedness for
borrowed money maturing within one year from such date which is renewable or
extendible at the option of the obligor to a date more than one year from such
date PLUS (b) the Imputed Principal Amount of all Preferred Stock outstanding on
such date.

                  "GAAP" means generally accepted accounting principles in the
United States.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -13-


                  "GOVERNMENTAL AUTHORITY" means any national, Federal, state,
provincial, territorial, municipal, regional, local or foreign judicial,
administrative or governmental agency, board, authority, instrumentality or
other law, regulatory or rule-making body.

                  "GUARANTEE" of or by any Person means any obligation,
contingent or otherwise, of such Person guaranteeing any Indebtedness of any
other Person (the "PRIMARY OBLIGOR") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (a)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or to purchase (or to advance or supply funds for the purchase
of) any security for the payment of such Indebtedness, (b) to purchase or lease
property, securities or services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness or (c) to maintain working
capital, equity capital or any other financial statement condition or liquidity
of the primary obligor so as to enable the primary obligor to pay such
Indebtedness; PROVIDED that the term "Guarantee" shall not include endorsements
for collection or deposit in the ordinary course of business.

                  "GUARANTEED OBLIGATIONS" means, with respect to the Guarantee
of any Guarantor hereunder, the prompt payment in full when due (whether at
stated maturity, by acceleration or otherwise) of (A) the principal of and
interest on the Notes held by the Holders and all other amounts from time to
time owing to the Holders and the Administrative Agent by the Issuer under this
Agreement and (B) all amounts from time to time owing to any Holder (or any
Affiliate of any Holder) in respect of any Hedging Agreement entered into with
the Issuer or any Restricted Subsidiary of the Issuer.

                  "GUARANTORS" has the meaning specified in recital of the
parties to this Agreement.

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

                  "HEDGING AGREEMENT" means any Interest Rate Protection
Agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                  "HOLDER AFFILIATE" means, (a) with respect to any Holder, (i)
an Affiliate of such Holder or (ii) any entity (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing, holding
or otherwise investing in debt securities, loans and similar extensions of
credit in the ordinary course of its business and is administered or managed by
a Holder or an Affiliate of such Holder and (b) with respect to any Holder that
is a fund which invests in debt securities, loans and similar extensions of
credit, any other fund that invests in debt securities, loans and similar
extensions of credit and is managed by the same investment advisor as such
Holder or by an Affiliate of such investment advisor.

                  "HOLDERS" means the Purchasers and each Eligible Institution
that becomes a party hereto as a "Holder" pursuant to Section 10.09.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -14-


                  "IMPUTED PRINCIPAL AMOUNT" means, with respect to any class of
Preferred Stock, the maximum amount that could be payable upon mandatory
redemption or repurchase of such Preferred Stock or, if no mandatory redemption
or repurchase is applicable, the greater of the issue price or liquidation
preference of such Preferred Stock.

                  "INDEBTEDNESS" of any Person means, without duplication: (a)
all obligations of such Person for borrowed money; (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments; (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property or assets purchased by such Person; (d) all
obligations of such Person issued or assumed as the deferred purchase price of
property or services (excluding trade accounts payable and accrued obligations
incurred in the ordinary course of business); (e) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the obligations secured thereby have
been assumed; (f) all Guarantees by such Person of Indebtedness of others; (g)
all Capital Lease Obligations of such Person; (h) all net payment obligations of
such Person in respect of Interest Rate Protection Agreements and other Hedging
Agreements; and (i) all obligations of such Person as an account party in
respect of letters of credit and bankers' acceptances. The Indebtedness of any
Person shall include the Indebtedness of any partnership in which such Person is
a general partner.

                  "INDEMNIFIED PARTY" means the Administrative Agent, each
Holder and each of their respective Affiliates and their officers, partners,
directors, employees, agents and advisors.

                  "INSTITUTIONAL INVESTOR" means (a) any original purchaser of a
Note, (b) any Holder of a Note holding more than 5% of the aggregate principal
amount of the Notes then outstanding, and (c) any bank, trust company, savings
and loan association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any other
similar financial institution or entity, regardless of legal form.

                  "INTEREST EXPENSE COVERAGE RATIO" means, as at any date, the
ratio of (a) Adjusted EBITDA for the period of four fiscal quarters ending on or
most recently ended prior to such date to (b) Cash Interest Expense for such
period.

                  "INTEREST PAYMENT DATE" has the meaning specified in
Section 2.05

                  "INTEREST PERIOD" means, for the Eurodollar Rate Portion of
each Note, the period commencing on the Closing Date or the date of the
Conversion of any Base Rate Portion of such Note into such Eurodollar Rate
Portion of such Note, as applicable, and ending on the last day of the period
selected by the Issuer pursuant to the provisions below and, thereafter, each
subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the last day of the period selected by the Issuer
pursuant to the provisions below. The duration of each such Interest Period
shall be one, two, three or six months (or, with the consent of each Holder,
nine or twelve months), as the Issuer may select; PROVIDED that:

                  (a)  no Interest Period may end after the Maturity Date;

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -15-


                  (b) 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, PROVIDED that, if such extension would cause the last day
         of such Interest Period to occur in the next following calendar month,
         the last day of such Interest Period shall occur on the next preceding
         Business Day; and

                  (c) whenever the first day of any Interest Period occurs on
         the last day of a calendar month (or on any day for which there is no
         numerically corresponding day in the appropriate subsequent calendar
         month), such Interest Period shall end on the last Business Day of the
         appropriate subsequent calendar month.

                  "INTEREST RATE PROTECTION AGREEMENT" means any interest rate
swap, cap or other agreement satisfactory to the Administrative Agent entered
into by the Issuer that is designed to protect the Issuer against fluctuations
in interest rates and not for speculation.

                  "IN-THE-MONEY" means, with respect to any Indebtedness that is
convertible into shares of common stock of the Issuer, that such Indebtedness
can be converted at the option of the holder thereof into shares of common stock
of the Issuer having a market value in excess of the accreted amount of the
Indebtedness required to effect such conversion.

                  "INVESTMENT" means, for any Person: (a) the acquisition
(whether for cash, property, services or securities or otherwise) of Capital
Stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of any other Person or any agreement to make any such
acquisition (including any "short sale" or any sale of any securities at a time
when such securities are not owned by the Person entering into such sale); (b)
the making of any deposit with, or advance, loan or other extension of credit
to, any other Person (including the purchase of property from another Person
subject to an understanding or agreement, contingent or otherwise, to resell
such property to such Person); or (c) the entering into of any Guarantee of, or
other contingent obligation with respect to, Indebtedness or other liability of
any other Person and (without duplication) any amount committed to be advanced,
lent or extended to such Person.

                  "INVESTMENT COMPANY ACT" means the United States Investment
Company Act of 1940, as amended.

                  "ISSUER" has the meaning specified in the recital of the
parties to this Agreement.

                  "ISSUER'S ACCOUNT" means the account maintained by the Issuer
and designated by the Issuer in a written notice to the Administrative Agent.

                  "JUNIOR INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT" means,
collectively, the junior intercreditor and collateral agency agreements referred
to in Section 3.01(n).

                  "JUNIOR SECURITY DOCUMENTS" means the Junior Security
Documents under and as defined in the Junior Intercreditor and Collateral Agency
Agreement.

                  "KNOWLEDGEABLE EMPLOYEES" has the meaning specified in Rule
3c-5 of the Investment Company Act.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -16-


                  "LICENSES" means all licenses, writs, permits, approvals,
authorizations, consents, orders, certificates, waivers, franchises and
registrations now existing or hereafter granted to or in favor of the Issuer or
any Restricted Subsidiary by any Government Authority including the licenses
described in Schedule 4.01(t).

                  "LIEN" means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including the lien or retained security title of a conditional vendor and any
mortgage, easement, right of way or other encumbrance on title to real property.

                  "MARGIN STOCK" has the meaning specified in Regulations T, U
and X.

                  "MATERIAL ADVERSE EFFECT" means (a) a materially adverse
effect on the business, assets, operations, properties, condition (financial or
otherwise), contingent liabilities or Material Agreements of the Issuer and its
Restricted Subsidiaries, taken as a whole, (b) a material impairment of the
ability of either the Issuer or the Issuer and its Restricted Subsidiaries,
taken as a whole, to perform their respective obligations under the Basic
Documents, or (c) a material impairment of the rights of or benefits available
to the Administrative Agent and the Holders under the Note Documents.

                  "MATERIAL AGREEMENT" means, collectively, (a) the Senior Notes
(and any indenture relating thereto), (b) the Nortel Agreement and the other
Vendor Agreements, (c) the Verizon Agreement and Verizon Debt Agreement, (d) any
agreement with a vendor or contractor pursuant to which the Issuer reasonably
anticipates that the Issuer and its Subsidiaries will purchase in the aggregate
more than $50,000,000 of equipment or construction services, (e) any agreement
providing for the sale or lease of fiber by the Issuer or any Restricted
Subsidiary for aggregate consideration of $50,000,000 or more and (f) the other
agreements listed in Schedule 4.01(k).

                  "MATERIAL INDEBTEDNESS" means Indebtedness (excluding any
obligations under the Note Documents but including obligations in respect of
Hedging Agreements), of the Issuer or any of its Restricted Subsidiaries in an
aggregate principal amount exceeding $5,000,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of any Person
in respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that such Person would be
required to pay if such Hedging Agreement were terminated at such time.

                  "MATURITY DATE" means the Quarterly Date falling on or nearest
to September 30, 2006.

                  "ML HOLDERS" means each of Merrill Lynch Global Allocation
Fund, Inc., Merrill Lynch Equity/Convertible Series Global Allocation Portfolio,
Merrill Lynch Variable Series Funds, Inc. (Merrill Lynch Global Allocation Focus
Fund) and Merrill Lynch Series Fund, Inc. (Global Allocation Strategy Portfolio)
and any Holder Affiliates thereof.

                  "MOODY'S" means Moody's Investors Service, Inc. and its
successors.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -17-


                  "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "NET AVAILABLE PROCEEDS" means:

                  (a) In the case of any Asset Sale, the aggregate amount of all
         cash payments as and when received by the Issuer and its Restricted
         Subsidiaries directly or indirectly in connection with such Asset Sale;
         PROVIDED that:

                           (1) such Net Available Proceeds shall be net of (x)
                  the amount of any legal, title and recording tax expenses,
                  commissions and other reasonable fees and expenses (including
                  reasonable expenses of preparing the relevant property for
                  sale) paid by the Issuer and its Restricted Subsidiaries in
                  connection with such Asset Sale, (y) any foreign, Federal,
                  state and local income or other taxes estimated in good faith
                  to be payable by the Issuer and its Restricted Subsidiaries as
                  a result of such Asset Sale and (z) the aggregate amount of
                  reserves taken by the Issuer and its Restricted Subsidiaries
                  in accordance with GAAP against indemnification obligations
                  incurred by them in connection with such Asset Sale; and

                           (2) such Net Available Proceeds shall be net of any
                  repayments of Indebtedness by the Issuer and its Restricted
                  Subsidiaries to the extent that such Indebtedness is secured
                  by a Lien (other than a Lien under, or subject to the
                  provisions of, the Junior Security Documents) on the property
                  that is the subject of such Asset Sale; and

                  (b) In the case of any Casualty Event, the aggregate amount of
         proceeds of insurance, condemnation or expropriation awards and other
         compensation received by the Issuer and its Restricted Subsidiaries in
         respect of such Casualty Event net of (1) reasonable expenses incurred
         by them in connection therewith, (2) contractually required repayments
         of Indebtedness to the extent secured by a Lien on the property
         suffering such Casualty Event and any foreign, Federal, state and local
         income or other taxes estimated in good faith to be payable by the
         Issuer and its Restricted Subsidiaries as a result of such Casualty
         Event and (3) amounts promptly (and in any case within 10 days) applied
         to or set aside for the repair or replacement of the property suffering
         such Casualty Event.

                  "NET INCOME" means, for any period, the sum (for the Issuer
and its Restricted Subsidiaries determined on a consolidated basis without
duplication in accordance with GAAP) of the net income or loss of the Issuer and
its Restricted Subsidiaries for such period; PROVIDED that there shall be
excluded (a) the income or loss attributable to any entity not constituting a
Subsidiary in which the Issuer owns an Equity Interest, (b) the portion of the
income or loss of any Restricted Subsidiary attributable to the Equity Interest
held by any other Person (other than the Issuer or any Restricted Subsidiary or
any director holding qualifying shares in compliance with applicable law), (c)
the income or loss of any Person accrued prior to the date it becomes a
Restricted Subsidiary or is merged into or consolidated with the Issuer or any
of its Restricted Subsidiaries or the date that such Person's assets are
acquired by the Issuer or any of its Restricted Subsidiaries, (d) the income or
loss attributable to a Foreign Subsidiary to the extent

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -18-


that the declaration or payment of dividends or similar distributions by that
Subsidiary is not at the last day of such period permitted without prior
governmental approval (that has not been obtained) or, directly or indirectly by
operation of the terms of its charter or any agreement, instrument, order or
decree to which such Subsidiary or its equityholders are subject and (e) the net
income attributable to a Foreign Subsidiary not subject to the foregoing clause
(d) shall be determined net of any income or other taxes that would be payable
in respect of any dividend or distribution made by such Foreign Subsidiary.

                  "NET TANGIBLE ASSETS" means, as at any date, (a) the aggregate
assets as at said date of the Issuer and its Restricted Subsidiaries determined
on a consolidated basis without duplication in accordance with GAAP MINUS (b)
the aggregate intangible assets as at said date of the Issuer and its Restricted
Subsidiaries determined on a consolidated basis in accordance with GAAP.

                  "NEW SUBSIDIARY" has the meaning specified in Section 5.04(a).

                  "NORTEL" means Nortel Networks Inc., a Delaware corporation.

                  "NORTEL AGREEMENT" means, collectively, Vendor Agreements
between Nortel and one or more of the Obligors (other than the Issuer) providing
in the aggregate for the deferral of all presently outstanding Vendor
Obligations due from the Obligors to Nortel giving effect to a maximum cash
payment of $15,000,000 in connection with such deferral.

                  "NOTE" has the meaning specified in Section 2.01.

                  "NOTE DOCUMENTS" means, collectively, this Agreement, the
Senior Security Documents and the Warrant Documents.

                  "NOTICE OF ISSUANCE" has the meaning specified in Section
2.02(a).

                  "OBLIGORS" has the meaning specified in the recitals of
parties to this Agreement.

                  "OTHER TAXES" has the meaning specified in Section 2.09.

                  "PAYMENT DATE" means any Interest Payment Date and the
Maturity Date.

                  "PAYMENT OFFICE" means, with respect to any Holder, the office
of such Holder specified as its "Payment Office" in the Administrative
Questionnaire of such Holder or in the Transfer and Acceptance pursuant to which
it became a Holder, or such other office of such Holder as such Holder may from
time to time specify to the Administrative Agent.

                  "PBGC" means the Pension Benefit Guaranty Corporation.

                  "PERMITTED HOLDER" means Metromedia Company, a Delaware
general partnership, its general partners and their respective Related Persons
and Persons that would constitute a Class B Permitted Holder as defined in the
Issuer's Amended and Restated Certificate of Incorporation.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -19-


                  "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of
the Issuer or any Restricted Subsidiary issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Issuer or any Restricted Subsidiary (other than
intercompany Indebtedness), PROVIDED that:

                  (a) the principal amount (or accreted value, if applicable) of
         such Permitted Refinancing Indebtedness does not exceed the principal
         amount outstanding of (or accreted value, if applicable), PLUS accrued
         interest on, the Indebtedness so extended, refinanced, renewed,
         replaced, defeased or refunded (PLUS the amount of reasonable expenses
         incurred in connection therewith);

                  (b) such Permitted Refinancing Indebtedness has a final
         maturity date equal to or later than the final maturity date of, and
         has a Weighted Average Life to Maturity equal to or longer than the
         Weighted Average Life to Maturity of, the Indebtedness being extended,
         refinanced, renewed, replaced, defeased or refunded;

                  (c) if the Indebtedness being extended, refinanced, renewed,
         replaced, defeased or refunded is subordinated in right of payment to
         the Notes, such Permitted Refinancing Indebtedness has a final maturity
         date equal to or later than the Maturity Date and is subordinated in
         right of payment to the Notes on terms at least as favorable to the
         Holders as those contained in the documentation governing the
         Indebtedness being extended, refinanced, renewed, replaced, defeased or
         refunded; and

                  (d) such Indebtedness is incurred either by the Issuer or by
         the Restricted Subsidiary that is the obligor on the Indebtedness being
         extended, refinanced, renewed, replaced, defeased or refunded, and is
         not Guaranteed directly or indirectly by any Restricted Subsidiary of
         the Issuer that has not Guaranteed the Indebtedness being extended,
         refinanced, renewed, replaced, defeased or refunded.

                  "PERSON" means any individual, corporation (including a
business trust), company, voluntary association, partnership, limited liability
company, joint venture, trust, unincorporated organization or Governmental
Authority or other entity of whatever nature.

                  "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 of ERISA, and in respect of which the Issuer or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "POST-DEFAULT RATE" means a rate per annum equal to the
interest rate otherwise applicable PLUS 2%.

                  "PREFERRED STOCK" means any preferred stock issued by the
Issuer after the date hereof so long as the same does not constitute
Disqualified Stock.

                  "PRIVATE LICENSES" means an license, agreement, lease,
authorization or right by contract entered into with, or granted by, a
non-governmental Person in connection with the construction, ownership or
operation by the Issuer or any of its Restricted Subsidiaries of


                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -20-


Telecommunications Assets, including, but not limited to easements, right-of-way
agreements, tunnel duct lease agreements, indefeasible right of use agreements,
transmission attachment licenses, underground license agreements and pole,
conduit and/or trench license agreements.

                  "PRO FORMA DEBT SERVICE COVERAGE RATIO" means, as at any date,
the ratio of (a) Adjusted EBITDA for the period of four fiscal quarters ending
on or most recently ended prior to such date to (b) Debt Service for the period
of four fiscal quarters immediately following the period referred to in the
foregoing clause (a).

                  "PRO RATA SHARE" of any amount means, with respect to any
Holder at any time, the product of (a) a fraction the numerator of which is the
amount of such Holder's Commitment or Notes, as the case may be, and the
denominator of which is the aggregate Commitment or Notes, as the case may be,
at such time, MULTIPLIED BY (b) such amount.

                  "PURCHASE PRICE" means with respect to any Acquisition, an
amount equal to the sum of (i) the aggregate consideration, whether cash,
property or securities (including any Indebtedness permitted by clauses (v) or
(x) of Section 6.01(a), or clauses (iv) or (viii) of 6.01(b), issued by the
respective seller and the fair market value of any property being transferred by
the Issuer or any Restricted Subsidiary in exchange for the property being
acquired in such Acquisition), paid or delivered by the Issuer and its
Restricted Subsidiaries in connection with such Acquisition PLUS (ii) the
aggregate amount of liabilities of the acquired business (net of current assets
of the acquired business) that would be reflected on a balance sheet (if such
were to be prepared) of the Issuer and its Restricted Subsidiaries after giving
effect to such Acquisition.

                  "PURCHASER" has the meaning specified in the recitals of the
parties to this Agreement.

                  "QUARTERLY DATES" means March 31, June 30, September 30 and
December 31 in each year, the first of which shall be the first such day after
the date hereof, PROVIDED that, if any such day is not a Business Day, the
relevant Quarterly Date shall be the immediately preceding Business Day.

                  "QUALIFIED PURCHASER" means a Qualified Institutional Buyer as
defined in Rule 144A under the Securities Act and the rules and regulations
thereunder.

                  "REGISTER" has the meaning specified in Section 10.09(c).

                  "REGULATION T", "REGULATION U" and "REGULATION X" mean
Regulations T, U and X of the Board of Governors of the Federal Reserve System,
respectively, as in effect from time to time.

                  "RELATED PERSON" means any Person who controls, is controlled
by or is under common control with a Permitted Holder; PROVIDED, that for
purposes of this definition, "control" means the beneficial ownership of more
than 50% of the total voting power of a Person normally entitled to vote in the
election of directors, managers or trustees, as applicable, of a Person.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -21-


                  "RELEASE" means any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment, including the movement of
Hazardous Materials through ambient air, soil, surface water, ground water,
wetlands, land or subsurface strata.

                  "REPLACEMENT HOLDER" has the meaning specified in Section
2.11.

                  "REQUIRED HOLDERS" means at any time Holders of more than 50%
in principal amount of the Notes at the time outstanding (exclusive of Notes
then owned by any Obligor or any of their respective Affiliates), or if no Notes
are outstanding, Holders holding more than 50% of the Commitments, PROVIDED that
for purposes hereof, none of the Obligors or Vendors, nor any of their
Affiliates, shall (unless expressly consented by each other Holder) be deemed to
be "Holders" for purposes of this definition.

                  "REQUIRED SUPERMAJORITY HOLDERS" means at any time Holders of
80% or more in principal amount of the Notes at the time outstanding (exclusive
of Notes then owned by any Obligor or any of their respective Affiliates), or if
no Notes are outstanding, Holders holding 80% or more of the Commitments,
PROVIDED that for purposes hereof, none of the Obligors or Vendors, nor any of
their Affiliates, shall (unless expressly consented by each other Holder) be
deemed to be "Holders" for purposes of this definition.

                  "RESERVE PERCENTAGE" means, for any Interest Period for the
Eurodollar Rate Portion, the reserve percentage (if any) applicable two Business
Days before the first day of such Interest Period under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
for a member bank of the Federal Reserve System in New York City with deposits
exceeding $1,000,000,000 with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities (or with respect to any other category of
liabilities that includes deposits by reference to which the interest rate on
Eurodollar Rate Portion of the Notes is determined) having a term equal to such
Interest Period.

                  "RESPONSIBLE OFFICER" means any officer of the Issuer
(including any Financial Officer of the Issuer).

                  "RESTRICTED PAYMENT" has the meaning specified in Section
6.07.

                  "RESTRICTED SUBSIDIARY" means any Subsidiary that is not an
Unrestricted Subsidiary.

                  "REVENUES" means, for any period, the revenue for the Issuer
and its Restricted Subsidiaries determined on a consolidated basis without
duplication in accordance with GAAP.

                  "SECURED PARTIES" means, collectively, the parties so
designated in the Senior Security Agreement.

                  "SECURITIES ACT" means the United States Securities Act of
1933, as amended.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -22-


                  "SENIOR MORTGAGES" means, collectively, one or more
instruments of Mortgage, Deeds of Trust, Assignment of Rents, Security Agreement
and Fixture Filings executed by the Issuer or a Guarantor in favor of the
Administrative Agent and the Holders (or in favor of a trustee for the benefit
of the Administrative Agent and/or the Holders) and covering the properties and
leasehold interests identified in Schedule 4.01(v) that are subject to the Lien
of a Senior Mortgage.

                  "SENIOR NOTES" means (a) the $650,000,000 10% Senior Notes due
2008 issued by the Issuer pursuant to an Indenture dated as of November 25, 1998
and (b) the $750,000,000 10% Senior Notes due 2009 and the 250,000,000 10%
Senior Notes due 2009, both issued by the Issuer pursuant to an Indenture dated
as of November 17, 1999.

                  "SENIOR SECURITY AGREEMENT" means a Senior Security Agreement
substantially in the form of Exhibit B between the Obligors and the
Administrative Agent.

                  "SENIOR SECURITY DOCUMENTS" means (a) the Junior Intercreditor
and Collateral Agency Agreement, (b) the Senior Security Agreement, (c) the
Senior Mortgages and (d) each other security agreement, pledge agreement,
mortgage, deed of trust, assignment agreement and other instrument (including
any Uniform Commercial Code financing statements) being executed concurrently
herewith or from time to time hereafter providing for the grant of liens and
security interests (or the recordation thereof) by any of the Obligors in favor
of the Administrative Agent on property of the Obligors as collateral security
for any of the obligations of the Obligors hereunder.

                  "SOLVENT" and "SOLVENCY" mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including contingent
liabilities, of such Person, (b) the present fair salable value of the assets of
such Person on a going concern basis is not less than the amount that will be
required to pay the probable liability of such Person on its Indebtedness as
they become absolute and matured, (c) such Person does not intend to, and does
not believe that it will, incur Indebtedness or liabilities beyond such Person's
ability to pay as such Indebtedness and liabilities mature and (d) such Person
is not engaged in business or a transaction, and is not about to engage in
business or a transaction, for which such Person's property would constitute an
unreasonably small amount of capital. The portion of contingent liabilities of
any Person at any time that shall be included for purposes of the above
determinations shall be the amount of such contingent liabilities that, in light
of all facts and circumstances existing at such time, could reasonably be
expected to become actual matured liabilities of such Person.

                  "STANDARD & POOR'S" means Standard & Poor's, a division of The
McGraw-Hill Companies, and its successors.

                  "SUBORDINATED INDEBTEDNESS" means Indebtedness (i) for which
the Issuer is directly and primarily liable, (ii) in respect of which none of
its Restricted Subsidiaries is contingently or otherwise obligated and (iii)
that is subordinated to the obligations of the Issuer to pay principal of and
interest on the Notes hereunder on terms, and pursuant to documentation
containing other terms (including interest, amortization, covenants and events
of default), in form and substance satisfactory to the Required Holders.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -23-


                  "SUBSIDIARY" means, with respect to any Person (herein
referred to as the "PARENT"), any corporation, partnership, limited liability
company, association or other business entity of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or more than 50% of the general partnership interests
are, at the time any determination is being made, owned, controlled or held
directly or indirectly by the parent. Except as the context shall otherwise
require, all references to "Subsidiaries" in this Agreement shall be deemed to
be references to Subsidiaries of the Issuer.

                  "TAX INDEMNITEE" means each Holder and the Administrative
Agent.

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

                  "TELECOMMUNICATIONS ASSETS" means all assets, rights
(contractual or otherwise) and properties, whether tangible or intangible, used
or intended for use in connection with a Telecommunications Business and all
Equity Interests of a Person engaged entirely or substantially entirely in a
Telecommunications Business.

                  "TELECOMMUNICATIONS BUSINESS" means the business of (i)
transmitting, or providing services relating to the transmission of voice, video
or data through owned or leased terrestrial or submarine transmission
facilities, (ii) constructing, creating, developing or marketing communications
related network equipment, software and other devices for use in a
telecommunications business or (iii) evaluating, participating or pursuing any
other activity or opportunity that is primarily related to those identified in
the foregoing clauses (i) or (ii), PROVIDED that the determination of what
constitutes a Telecommunications Business shall be made in good faith by the
board of directors of the Issuer (or an authorized committee thereof).

                  "TRANSACTIONS" means the transactions contemplated by this
Agreement and the other Basic Documents (including the execution, delivery and
performance by the Obligors of the Basic Documents, the incurrence of
liabilities by the Obligors under the Basic Documents and the issuance of the
Notes hereunder).

                  "TRANSFER AND ACCEPTANCE" means a transfer and acceptance
entered into by a Holder and an Eligible Institution, and accepted by each
Agent, in accordance with Section 10.09 and in substantially the form of Exhibit
F.

                  "TOTAL CAPITAL" means, as at any date, the sum of Funded
Indebtedness and Contributed Capital on such date.

                  "TOTAL INDEBTEDNESS" means, at any date, the sum of all
Indebtedness of the Issuer and its Restricted Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP) at such time,
PROVIDED, HOWEVER, that there shall be excluded any Indebtedness arising in
respect of any Hedging Agreement.

                  "TOTAL LEVERAGE RATIO" means, as at any date, the ratio of (a)
Total Indebtedness as at such date to (b) Adjusted EBITDA for the period of four
fiscal quarters ending on or most recently ended prior to such date.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -24-


                  "TOTAL SENIOR INDEBTEDNESS" means, as at any date, Total
Indebtedness (excluding, however, any Subordinated Indebtedness and any
Indebtedness that is not secured) as at such date.

                  "TOTAL SENIOR LEVERAGE RATIO" means, as at any date, the ratio
of (a) Total Senior Indebtedness as at such date to (b) Adjusted EBITDA for the
period of four fiscal quarters ending on or most recently ended prior to such
date.

                  "TYPE" refers to the distinction between the portion of each
Note bearing interest at the Base Rate and the portion of each Note bearing
interest at the Eurodollar Rate.

                  "UNITED STATES" or "U.S." means the United States of America.

                  "UNRESTRICTED SUBSIDIARY" means (a) any Subsidiary designated
by the Issuer as an "Unrestricted Subsidiary" in accordance with the provisions
of Section 6.03 and (b) any Subsidiary of an Unrestricted Subsidiary.

                  "VENDOR" means Nortel and each other vendor or contractor
party to a Vendor Agreement.

                  "VENDOR AGREEMENT" mean, in the case of any vendor or
contractor, the agreements and other instruments entered into pursuant to
Section 3.01(n) between such vendor or contractor and an Obligor providing for
the incurrence of a deferred payment obligation by such Obligor to such Vendor
in whole or partial satisfaction of Vendor Obligations of such Obligor to such
vendor or contractor.

                  "VENDOR GUARANTEE INDEBTEDNESS" means Indebtedness of the
Issuer in respect of a Guarantee by it of Vendor Obligations deferred pursuant
to any Vendor Agreement.

                  "VENDOR OBLIGATIONS" means indebtedness due from an Obligor to
a Vendor.

                  "VERIZON AGREEMENT" means the Fiber Optics Private Network
Agreement dated as of October 7, 1999 between Bell Atlantic Global Networks and
Metromedia Fiber Network Services, Inc.

                  "VERIZON DEBT AGREEMENT" means the agreement or other
instrument entered into pursuant to Section 3.01(m) between Verizon, Inc. (or an
affiliate thereof) and the Issuer.

                  "VOTING STOCK" of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

                  "WARRANT AGREEMENT" means a Warrant Agreement substantially in
the form of Exhibit H between the Issuer and the Holders.

                  "WARRANT DOCUMENTS" means the Warrant Agreement, the warrants
issued thereunder, the voting agreement referred to in Section 3.01(o) and the
other agreements, instruments and documents executed and delivered pursuant to
the Warrant Agreement.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -25-


                  "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness or any Attributable Indebtedness at any date, the number of years
obtained by dividing (a) the sum of the products obtained by multiplying (i) the
amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in
respect thereof, by (ii) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the due date for the making
of such payment by (b) the then outstanding principal amount of such
Indebtedness or Attributable Indebtedness.

                  "WHOLLY OWNED SUBSIDIARY" means, with respect to any Person,
any corporation, partnership or other entity of which all of the equity
securities or other ownership interests (other than, in the case of a
corporation, directors' qualifying shares) are directly or indirectly owned or
controlled by such Person or one or more Wholly Owned Subsidiaries of such
Person or by such Person and one or more Wholly Owned Subsidiaries of such
Person. A "WHOLLY OWNED RESTRICTED SUBSIDIARY" is any Wholly Owned Subsidiary
that is a Restricted Subsidiary.

                  "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  "WORKING CAPITAL" means, as at such date, for the Issuer and
its Restricted Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP) (a) current assets (excluding cash and cash
equivalents) MINUS (b) current liabilities (excluding the current portion of
long term debt and of any installments of principal payable hereunder).

                  Section 1.02. COMPUTATION OF TIME PERIODS. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
mean "to but excluding".

                  Section 1.03. ACCOUNTING TERMS; CHANGES IN GAAP. Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP as in effect from time to
time. If the Issuer notifies the Administrative Agent that the Issuer requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Issuer
that the Required Holders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                  Section 1.04. EXTENDED MEANINGS. Words importing the singular
number only shall include the plural and VICE VERSA, and words importing any
gender shall include all genders. The term "including" means "including without
limitation".

                  Section 1.05. REFERENCES TO ADMINISTRATIVE AGENT, PURCHASERS
OR HOLDERS. Any reference in this Agreement to the Administrative Agent or a
Holder shall be construed so as to

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -26-


include its permitted successors, transfers or assigns hereunder in accordance
with their respective interests.

                  Section 1.06. CONFLICT WITH SENIOR SECURITY DOCUMENTS. In the
event that there is a conflict or inconsistency between any provision of any of
the Senior Security Documents and this Agreement, the provisions of this
Agreement shall prevail.

                  Section 1.07. NON-BUSINESS DAYS. Whenever any payment to be
made hereunder shall be stated to be due or any action to be taken hereunder
shall be stated to be required to be taken on a day other than a Business Day,
such payment shall be made or such action shall be taken on the next succeeding
Business Day and, in the case of the payment of any monetary amount, the
extension of time shall be included for the purposes of computation of interest
or fees thereon.

                  Section 1.08. REFERENCES TO TIME OF DAY. Except as otherwise
specified herein, a time of day shall be construed as a reference to New York,
New York time.

                  Section 1.09. SEVERABILITY. In the event that one or more of
the provisions contained in this Agreement shall be invalid, illegal or
unenforceable in any respect under any applicable law, the validity, legality or
enforceability of the remaining provisions hereof shall not be affected or
impaired thereby.

                  Section 1.10. REFERENCES TO STATUTES. Except as otherwise
provided herein, any reference in this Agreement to a statute shall be construed
to be a reference to such statute as the same may have been, or may from time to
time be, amended or re-enacted.

                  Section 1.11. REFERENCES TO AGREEMENTS. Except as otherwise
provided herein, any reference herein to this Agreement, any other Note Document
or any other agreement or document shall be construed to be a reference to this
Agreement, such Note Document or such other agreement or document, as the case
may be, as the same may have been, or may from time to time be, amended, varied,
novated or supplemented.


                                   ARTICLE II

                         AMOUNTS AND TERMS OF THE NOTES

                  Section 2.01.  THE NOTES.

                  (a) AUTHORIZATION OF THE NOTES. The Issuer will authorize the
issue and sale of $150,000,000 aggregate principal amount of its guaranteed term
notes ("NOTES"). As used herein, the term "NOTES" includes all notes originally
issued pursuant to this Agreement and any notes issued in substitution therefor
pursuant to Section 10.09. Payment of the principal, interest and all other
amounts owing under the Notes shall be unconditionally guaranteed by the
Guarantors as provided in Article IX.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -27-


                  (b) SALE AND PURCHASE OF NOTES. Subject to the terms and
conditions of this Agreement, on the Closing Date (as provided for in Section
2.01(e)), the Issuer will issue and sell to each Purchaser, and each Purchaser
will purchase from the Issuer, a Note in the principal amount specified opposite
such Purchaser's name in Schedule 2.01 at the purchase price of 100% of the
principal amount thereof.

                  (c) USE OF PROCEEDS. The proceeds of the Notes shall be used
by the Obligors to make payments to Vendors in respect of Vendor Obligations, to
provide financing for the working capital, capital expenditures and general
corporate purposes of the Obligors (but not for any Subsidiary of an Obligor
that is not an Obligor).

                  (d)  NO RESPONSIBILITY TO THIRD PARTIES.  Neither the
Administrative Agent nor any Purchaser shall have any responsibility as to the
application or use of any of the proceeds of any Note.

                  (e) THE CLOSING DATE PROCEEDINGS. The sale and purchase of the
Note to be purchased by each Purchaser shall occur at the offices of Milbank,
Tweed, Hadley & McCloy LLP, One Chase Manhattan Plaza, New York, New York 10005
on the Closing Date. On the Closing Date, the Issuer will deliver to each
Purchaser the Note to be purchased by such Purchaser in the form of a single
Note dated the Closing Date and registered in such Purchaser's name (or the name
of such Purchaser's nominee), against delivery by such Purchaser to the Issuer
or its order of immediately available funds in the amount of the purchase price
therefor by wire transfer of immediately available funds for the account of the
Issuer to the Administrative Agent's Account. If on the Closing Date, the Issuer
shall fail to tender any such Note to any Purchaser as provided in this Section
2.01(e), or any of the conditions specified in Article III shall not have been
fulfilled to such Purchaser's satisfaction, the Purchasers shall be relieved, as
a whole, of all further obligations under this Agreement, without thereby
waiving any rights the Purchasers may have by reason of such failure or such
nonfulfillment.

                  Section 2.02.  ISSUING THE NOTES.

                  (a) NOTICE OF ISSUANCE OF NOTES, ETC. Notice of the proposed
date of issuance of the Notes shall be given by the Issuer to the Administrative
Agent not later than (i) if no portion of the Notes shall be a Eurodollar Rate
Portion, 12:00 noon on the Business Day immediately preceding such proposed date
or (ii) otherwise, 12:00 noon on the third Business Day prior to such proposed
date (the "NOTICE OF ISSUANCE"). The Notice of Issuance shall be by telex,
telecopier or cable, confirmed immediately in writing, in substantially the form
of Exhibit E, specifying therein (1) the requested date of such issuance, (2)
the requested Type of portions of the Notes comprising such issuance and (3) if
upon issuance of the Notes all or a portion of the Notes are to be comprised of
Eurodollar Rate Portions, the requested initial Interest Period therefor.
Subject to the foregoing, the Issuer may request that the Notes are comprised of
Base Rate Portions and/or Eurodollar Rate Portions on the Closing Date.

                  The Administrative Agent shall give to each Purchaser prompt
notice of the Notice of Issuance received from the Issuer and, in the case the
Notice of Issuance specifies that the Notes are to be comprised, in whole or in
part, of Eurodollar Rate Portions, the applicable interest rate under Section
2.05(a)(ii).

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -28-


                  Each Purchaser shall before 1:00 P.M. on the Closing Date,
make available for the account of its Payment Office to the Administrative Agent
at the Administrative Agent's Account, in same day funds, such Purchaser's
ratable portion of the Notes. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will transfer same day funds to the Issuer's
Account.

                  (b) LIMITATIONS ON EURODOLLAR RATE PORTIONS. Anything in
paragraph (a) above to the contrary notwithstanding, (i) the Issuer may not
select a Eurodollar Rate Portion (1) for a portion of the aggregate principal
amount of the Notes of less than $5,000,000 or (2) if the obligation of the
relevant Holders to hold such Eurodollar Rate Portions shall then be suspended
pursuant to Section 2.07, and (ii) such Eurodollar Rate Portions may not be
outstanding under more than six separate Interest Periods at any one time.

                  (c) NOTICES IRREVOCABLE; BREAKFUNDING. The Notice of Issuance
shall be irrevocable and binding on the Issuer. In the case the Notice of
Issuance specifies that the Notes are to be comprised, in whole or in part, of
Eurodollar Rate Portions, the Issuer shall indemnify each relevant Holder
against any loss, cost or expense incurred by such Holder as a result of any
failure to fulfill on or before the date specified in such Notice of Issuance
the applicable conditions set forth in Article III, including any loss
(excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Holder to fund the Eurodollar Rate Portion to be held by such Holder when such
Eurodollar Rate Portion, as a result of such failure, is not issued on the
Closing Date.

                  (d) PRESUMPTION BY ADMINISTRATIVE AGENT. Unless the
Administrative Agent shall have received notice from a relevant Holder prior to
1:00 p.m. on the Closing Date that such Holder will not make available to the
Administrative Agent such Holder's purchase price with respect to its Note, the
Administrative Agent may assume that such Holder has made such portion available
to the Administrative Agent on the Closing Date in accordance with Section
2.02(a) and the Administrative Agent may, in reliance upon such assumption, make
available to the Issuer on the Closing Date a corresponding amount. If and to
the extent that such Holder shall not have so made such purchase price available
to the Administrative Agent and the Administrative Agent shall have made
available such corresponding amount to the Issuer, such Holder and the Issuer
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the
Closing Date such amount is made available to the Issuer until the date such
amount is repaid to the Administrative Agent, at (i) in the case of the Issuer,
the interest rate applicable at such time under Section 2.05 to Notes and (ii)
in the case of such Holder, the Federal Funds Rate (it being understood that
repayments by the Issuer pursuant to this sentence shall not be subject to
Sections 2.04(a) and 10.04(c)). If such Holder shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Holder's purchase price in respect of its Note for purposes of this Agreement.

                  (e) OBLIGATIONS OF PURCHASERS SEVERAL. The obligation of any
Purchaser to purchase on the Closing Date the Note to be purchased by it in the
principal amount set forth opposite such Purchaser's name in Schedule 2.01 is
subject to the simultaneous purchase by the other Purchasers of the Notes to be
purchased by them in the respective principal amounts set forth opposite such
other Purchasers' names in Schedule 2.01.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -29-


                  Section 2.03.  REPAYMENT.

                  (a) NOTES. The Issuer hereby promises to pay to the
Administrative Agent for the account of the each Holder the outstanding
principal amount of the Notes on the Maturity Date.

                  (b)  PAYMENTS TO INCLUDE ACCRUED INTEREST.  All repayments of
principal under this Section 2.03 shall be made together with interest accrued
to the date of such repayment on the principal amount repaid.

                  Section 2.04.  COMMITMENT CHANGES; REDEMPTIONS, ETC.

                  (a) OPTIONAL COMMITMENT REDUCTIONS. The Issuer may at any time
or from time to time prior to the Closing Date, upon notice to the
Administrative Agent, terminate in whole or reduce in part the Commitments,
PROVIDED that each partial reduction of the Commitments shall be in an aggregate
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

                  (b) OPTIONAL REDEMPTIONS. The Issuer may, upon at least three
Business Days' notice (in the case of redemptions of Eurodollar Rate Portions)
or upon notice given on the date of redemption (in the case of redemptions of
Base Rate Portions) to the Administrative Agent (which notice shall state the
proposed date and aggregate principal amount of the redemption), and if such
notice is given the Issuer shall, redeem the outstanding principal amount of the
Notes issued to it under the Agreement in the aggregate amount and on the date
specified in such notice, together with accrued interest to the date of such
redemption on the principal amount prepaid; PROVIDED that (w) each partial
redemption shall be in an aggregate principal amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof, (x) any such redemption of
Eurodollar Rate Portions other than on the last day of the Interest Period
therefor shall be accompanied by, and subject to, the payment of any amount
payable under Section 10.04(c) in respect of such redemption and (y) each such
notice shall be made on the relevant day not later than 12:00 noon.

                  (c) MANDATORY REDEMPTIONS AND COMMITMENT REDUCTIONS.

                  (i) ASSET SALES. Concurrently with the consummation of any
         Asset Sale after the date hereof (after obtaining any necessary consent
         of the Required Holders, to the extent such Asset Sale is not permitted
         under Section 6.06), and promptly but in any event not later than the
         third Business Day following the receipt by the Issuer or any
         Restricted Subsidiary of any Net Available Proceeds of such Asset Sale
         received after such consummation, the Commitments shall be subject to
         automatic reduction or the Issuer shall redeem the Notes, as
         applicable, in an aggregate amount equal to the Net Available Proceeds
         of such Asset Sale; PROVIDED that no reduction of Commitments or
         redemption of Notes shall be required pursuant to this clause (i) with
         respect to an amount equal to 100% (50% for any such Asset Sale that
         occurs prior to the demonstration by the Issuer of compliance with the
         provisions of Section 6.13 as at the end of and for the fiscal quarter
         ending March 31, 2003) of the Net Available Proceeds (such percentage
         of such Net Available Proceeds being herein called the "APPLICABLE NET
         AVAILABLE PROCEEDS") of any Asset Sale to the extent such Applicable
         Net Available Proceeds are reinvested in

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                                      -30-


         Telecommunications Assets to be acquired by the Issuer or an Obligor
         (but not by any Subsidiary of an Obligor that is not an Obligor)
         within 360 days of the date of such Asset Sale (and, pending such
         reinvestment, such Applicable Net Available Proceeds to the extent
         arising out of an Asset Sale by an Obligor are either

                           (x) deposited with the Administrative Agent and held
                  as Collateral for the obligations of the Obligors hereunder
                  (it being understood that any interest or earnings realized
                  upon such Collateral during the period of such deposit shall
                  not increase the required amount of the redemption hereunder
                  required of the Issuer), PROVIDED that nothing herein shall be
                  deemed to require the Administrative Agent to release any such
                  proceeds or interest after the occurrence and during the
                  continuance of an Event of Default, or

                           (y) applied by the Issuer to the redemption of Notes
                  (in which event the Issuer agrees to advise the Administrative
                  Agent in writing at the time of such redemption of Notes that
                  such redemption is being made from the proceeds of an Asset
                  Sale).

                  (ii) CASUALTY EVENTS. Promptly but in any event not later than
         the third Business Day following the receipt by the Issuer or any
         Restricted Subsidiary of the proceeds of insurance, condemnation award
         or other compensation in respect of any Casualty Event affecting any
         property of the Issuer or any Restricted Subsidiary after the date
         hereof, the Commitments shall be subject to automatic reduction or the
         Issuer shall redeem the Notes, as applicable, in an aggregate amount
         equal to the Net Available Proceeds of such Casualty Event; PROVIDED
         that no reduction of Commitments or redemption of Notes shall be
         required pursuant to this clause (ii) to the extent such Net Available
         Proceeds are reinvested in the repair, restoration or replacement of
         such property or invested in Telecommunications Assets to be acquired
         by the Issuer or any of its Restricted Subsidiaries within 360 days of
         the date of such receipt (and, pending such reinvestment, such Net
         Available Proceeds are either (x) deposited with the Administrative
         Agent and held as collateral for the obligations of the Obligors
         hereunder (PROVIDED that nothing herein shall be deemed to require the
         Administrative Agent to release any such proceeds after the occurrence
         and during the continuance of an Event of Default) or (y) applied by
         the Issuer to the redemption of Notes hereunder (in which event the
         Issuer agrees to advise the Administrative Agent in writing at the time
         of such redemption of Notes that such redemption is being made from the
         proceeds of a Casualty Event).

                  Nothing in the immediately preceding sentence shall be deemed
         to limit any obligation of the Issuer or any of its Restricted
         Subsidiaries pursuant to any of the Senior Security Documents to remit
         to a collateral or similar account (including the "Collateral Accounts"
         under and as defined in the Senior Security Documents) maintained by
         the Administrative Agent pursuant to any of the Senior Security
         Documents the proceeds of insurance, condemnation award or other
         compensation received in respect of any Casualty Event.

                  (iii) EXCESS CASH FLOW. Not later than 90 days following the
         last day of any fiscal year ending on or after December 31, 2004 (but
         only if, on the last day of such

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -31-


         fiscal year the Total Leverage Ratio exceeds 3.50 to 1), the Issuer
         shall redeem the Notes, in an aggregate amount, if any, equal to 50%
         of Excess Cash Flow for such fiscal year.

                  (d) TERMS APPLICABLE TO ALL REDEMPTIONS. All redemptions of
Notes under this Section 2.04 shall be made together with accrued interest to
the date of such redemption on the principal amount prepaid. Each redemption of
Notes under this Section 2.04 shall be made for the account of the relevant
Holders according to their respective Pro Rata Shares of the principal amount of
the Notes then outstanding under this Agreement.

                  (e) COLLATERAL ACCOUNTS. In the event Net Available Proceeds
from more than one Asset Sale or Casualty Event are deposited with the
Administrative Agent and held as Collateral or applied to the redemption of
Notes as provided in paragraph (c)(i) or (ii) above, such Net Available Proceeds
shall be deemed to be released in the same order in which such Asset Sales
occurred or the insurance, condemnation award or other compensation in respect
of such Casualty Events were received and, accordingly, any such Net Available
Proceeds so held for more than 360 days shall be forthwith (and in any event not
later than the third Business Day following the end of such 360-day period)
applied to the redemption of Notes.

                  (f) MANDATORY TERMINATION OF COMMITMENTS. To the extent the
Closing Date shall not have occurred on or prior to 3:00 p.m., September 17,
2001, the Commitments shall be automatically and permanently reduced to zero and
this Agreement shall automatically terminate and be of no further force or
effect (except to the extent provisions hereof are stated to survive such
termination).

                  (g)  REDUCTIONS PRO RATA; NO REINSTATEMENTS.  Each reduction
of the Commitments shall be applied to the respective Commitments of the Holders
according to their respective Pro Rata Shares. Commitments once terminated or
reduced may not be reinstated.

                  Section 2.05.  INTEREST.

                  (a) ORDINARY INTEREST. The Issuer shall pay interest on the
unpaid principal amount of each Note held by each Holder on each of the dates
specified below (each date on which interest is due and payable being herein
referred to as an "INTEREST PAYMENT DATE") from the date of such Note until such
principal amount shall be paid in full, at the following rates per annum:

                  (i) BASE RATE PORTIONS. With respect to the Base Rate Portion,
         if any, of each Note, a rate per annum equal at all times to the sum of
         (1) the Base Rate in effect from time to time PLUS (2) the Applicable
         Margin in effect from time to time, payable in arrears quarterly on
         each Quarterly Date and on the date such Base Rate Portion shall be
         Converted (but only on the amount Converted) or paid in full.

                  (ii) EURODOLLAR RATE PORTIONS. With respect to each Eurodollar
         Rate Portion, if any, of each Note, a rate per annum equal at all times
         during each Interest Period for such Eurodollar Rate Portion to the sum
         of (1) the Eurodollar Rate for such Interest Period for such Eurodollar
         Rate Portion PLUS (2) the Applicable Margin in effect from time to
         time, payable in arrears on the last day of such Interest Period and,
         if such Interest Period has a

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<Page>

                                      -32-


         duration of more than three months, on each three-month anniversary of
         the first day of such Interest Period occurring during such Interest
         Period.

                  (b) POST-DEFAULT INTEREST. If an Event of Default shall have
occurred and be continuing during any period, the Issuer shall, notwithstanding
anything else in this Agreement to the contrary, pay to the Administrative Agent
for the account of each Holder interest, during such period, at the applicable
Post-Default Rate on any principal of any Note held by such Holder to the
Issuer, and on any other amount whatsoever then due and payable by the Issuer
hereunder to or for the account of such Holder, such interest to be payable from
time to time on demand.

                  Section 2.06.  CONVERSION AND CONTINUATION.

                  (a) OPTIONAL CONVERSION. The Issuer may on any Business Day,
upon notice given to the Administrative Agent not later than 12:00 noon on the
third Business Day prior to the date of the proposed Conversion and subject to
the provisions of Section 2.07, Convert all or any principal portion of the
Notes of one Type outstanding under this Agreement (and, in the case of any
Eurodollar Rate Portions, having the same Interest Period) into portions of
Notes of the other Type under this Agreement; PROVIDED that any Conversion of
Eurodollar Rate Portions into Base Rate Portions shall be made only on the last
day of an Interest Period for such Eurodollar Rate Portions, any Conversion of
Base Rate Portions into Eurodollar Rate Portions shall be in an amount not less
than $5,000,000 or integral multiples of $1,000,000 in excess thereof and no
Conversion shall result in a more than six separate Interest Periods being
outstanding. Each such notice of Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the aggregate
amount and Type of the portions of the Notes (and, in the case of Eurodollar
Rate Portions, the Interest Period therefor) to be Converted and (iii) if such
Conversion is into Eurodollar Rate Portions, the duration of the initial
Interest Period for such Eurodollar Rate Portions. Each notice of Conversion
shall be irrevocable and binding on the Issuer.

                  (b)  CERTAIN MANDATORY CONVERSIONS.

                  (i) On the date on which the aggregate unpaid principal amount
         of Eurodollar Rate Portions having the same Interest Period shall be
         reduced, by payment or redemption or otherwise, to less than $5,000,000
         such Eurodollar Rate Portions shall automatically Convert into Base
         Rate Portions.

                  (ii) If the Issuer shall fail to select the duration of any
         Interest Period for any outstanding Eurodollar Rate Portions in
         accordance with the provisions contained in the definition of "Interest
         Period" in Section 1.01 and in clause (a) or (c) of this Section 2.07,
         the Administrative Agent will forthwith so notify the Issuer and the
         relevant Holders, whereupon each such Eurodollar Rate Portions will
         automatically be Continued as a Eurodollar Rate Portions with an
         Interest Period of three months duration.

                  (iii) Upon the occurrence and during the continuance of any
         Event of Default and upon notice from the Administrative Agent to the
         Issuer at the request of the Required Holders, (x) each Eurodollar Rate
         Portion will automatically, on the last day of the then existing
         Interest Period therefor, Convert into a Base Rate Portion and (y) the
         obligation

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<Page>

                                      -33-


         of the Holders to hold, or to Convert Notes into, or to Continue,
         Eurodollar Rate Portion shall be suspended.

                  (c) CONTINUATIONS. The Issuer may, on any Business Day, upon
notice given to the Administrative Agent not later than 12:00 noon on the third
Business Day prior to the date of the proposed Continuation and subject to the
provisions of Sections 2.07, continue all or any Eurodollar Rate Portions having
the same Interest Period; PROVIDED that any such Continuation shall be made only
on the last day of the Interest Period for such Eurodollar Rate Portions, any
Continuation of Eurodollar Rate Portions shall be in an amount not less than
$5,000,000 and no Continuation of any Eurodollar Rate Portions shall result in
more than six separate Interest Periods being outstanding. Each such notice of
Continuation shall, within the restrictions specified above, specify (i) the
date of such Continuation, (ii) the aggregate amount and the Interest Period
for, the Eurodollar Rate Portions being Continued and (iii) the duration of the
initial Interest Period for the Eurodollar Rate Portions subject to such
Continuation. Each notice of Continuation shall be irrevocable and binding on
the Issuer.

                  Section 2.07.  INCREASED COSTS, ILLEGALITY, ETC.

                  (a) CHANGE IN LAW. If, due to either (i) the introduction of
or any change in or in the interpretation or application of (to the extent any
such introduction or change occurs after the date hereof) any law or regulation
or (ii) the compliance with any direction, guideline or request from any central
bank or other Governmental Authority adopted or made after the date hereof
(whether or not having the force of law), there shall be any increase in the
cost to any Holder agreeing to accept for transfer, fund or maintain Eurodollar
Rate Portions, then the Issuer shall from time to time, upon demand by such
Holder (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Holder additional amounts
sufficient to compensate such Holder for such increased cost ; PROVIDED that,
before making any such demand, each Holder agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Payment Office if the making of such a designation would
avoid the need for, or reduce the amount of, such increased cost and would not,
in the reasonable judgment of such Holder, be otherwise disadvantageous to such
Holder. A certificate as to the amount of such increased cost, submitted to the
Issuer by such Holder, shall be conclusive and binding for all purposes, absent
manifest error.

                  (b) CAPITAL REQUIREMENTS. If any Holder determines in good
faith that compliance with any law or regulation enacted or introduced after the
date hereof or any guideline or request from any central bank or other
Governmental Authority adopted or made after the date hereof (whether or not
having the force of law) affects or would affect the amount of capital required
or expected to be maintained by such Holder or any corporation controlling such
Holder and that the amount of such capital is increased by or based upon such
Holder's holding of its Notes, then, upon demand by such Holder (with a copy of
such demand to the Administrative Agent), the Issuer shall pay to the
Administrative Agent for the account of such Holder, from time to time as
specified by such Holder, additional amounts sufficient to compensate such
Holder in the light of such circumstances, to the extent that such Holder
reasonably determines such increase in capital to be allocable to the existence
of the Note of such

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -34-


Holder. A certificate as to such amounts submitted to the Issuer by such Holder,
shall be conclusive and binding for all purposes, absent manifest error.

                  (c) RATES NOT COVERING COSTS. If, with respect to any
Eurodollar Rate Portions, the Required Holders reasonably determine and notify
the Administrative Agent that the Eurodollar Rate for any Interest Period for
such Eurodollar Rate Portions will not adequately reflect the cost to such
Required Holders of making, funding or maintaining their respective Eurodollar
Rate Portions for such Interest Period, the Administrative Agent shall forthwith
so notify the Issuer and the Holders, whereupon (x) each Eurodollar Rate Portion
will automatically, on the last day of any then existing Interest Period
therefor, Convert to a Base Rate Portion, and (y) the obligation of the Holders
to hold, or to Convert Notes into, or to Continue, Eurodollar Rate Portions
shall be suspended until the Administrative Agent shall notify the Issuer and
such Holders that the circumstances causing such suspension no longer exist.

                  (d) ILLEGALITY. Notwithstanding any other provision of this
Agreement, if the introduction of or any change in or in the interpretation of
(to the extent any such introduction or change occurs after the date hereof) any
law or regulation shall make it unlawful, or any central bank or other
Governmental Authority having appropriate jurisdiction shall assert in writing
after the date hereof that it is unlawful, for any Holder or its Payment Office
to perform its obligations hereunder to purchase or to continue to hold or
maintain Eurodollar Rate Portions hereunder, then, on notice thereof and demand
therefor by such Holder to the Issuer through the Administrative Agent, (i) each
Eurodollar Rate Portion of such Holder will automatically, upon such demand,
Convert to Base Rate Portion and (ii) the obligation of such Holder to purchase,
or to Convert Base Rate Portions into, or to Continue, Eurodollar Rate Portions
shall be suspended until the Administrative Agent shall notify the Issuer that
such Holder has determined that the circumstances causing such suspension no
longer exist; PROVIDED that, before making any such demand, such Holder agrees
to use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Payment Office if the making
of such a designation would allow such Holder or its Payment Office to continue
to perform its obligations to purchase or to continue to hold or maintain
Eurodollar Rate Portions and would not, in the reasonable judgment of such
Holder, be otherwise disadvantageous to such Holder.

                  (e) EXCLUDED PERIOD. The Issuer shall not be obligated to pay
any additional amounts arising pursuant to clauses (a) and (b) of this Section
2.07 that are attributable to the Excluded Period with respect to such
additional amount; PROVIDED that if an applicable law, rule, regulation,
guideline or request shall be adopted or made on any date and shall be
applicable to the period (a "SECTION 2.07(e) RETROACTIVE PERIOD") prior to the
date on which such law, rule, regulation, guideline or request is adopted or
made, the limitation on the Issuer's obligation to pay such additional amounts
hereunder shall not apply to the additional amounts payable in respect of such
Section 2.07(e) Retroactive Period.

                  Section 2.08.  PAYMENTS AND COMPUTATIONS.

                  (a) MANNER OF PAYMENT. The Issuer shall make each payment
hereunder not later than 12:00 Noon on the day when due in Dollars to the
Administrative Agent at the Administrative Agent's Account in same day funds and
without deduction, set-off or counterclaim. The Administrative Agent will
promptly thereafter cause to be distributed like

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                                      -35-


funds relating to the payment of principal or interest under or in respect this
Agreement (other than amounts payable pursuant to Section 2.07(a), 2.07(b), 2.09
or 10.04), to the relevant Holders for the account of their Payment Offices, and
like funds relating to the payment of any other amount payable to any Holder to
such Holder for the account of its Payment Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an Transfer
and Acceptance and recording of the information contained therein in the
Register pursuant to Section 10.09(c), from and after the effective date of such
Transfer and Acceptance, the Administrative Agent shall make all payments
hereunder in respect of the interest transferred thereby to the Holder
transferee thereunder, and the parties to such Transfer and Acceptance shall
make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.

                  (b) PRESUMPTIONS AS TO APPLICATION OF PAYMENTS. If the
Administrative Agent receives funds for application to the obligations under the
Note Documents under circumstances for which the Note Documents do not specify
the Notes to which, or the manner in which, such funds are to be applied, and
the Issuer has not otherwise directed how such funds are to be applied (which
direction is consistent with the terms of the Note Documents), the
Administrative Agent may, but shall not be obligated to, elect to distribute
such funds to each Holder ratably in accordance with such Holder's proportionate
share of the principal amount of all outstanding Notes, in repayment or
redemption of such of the outstanding Notes or other obligations owed to such
Holder, as the Administrative Agent shall direct.

                  (c) AUTHORIZATION BY ISSUER. The Issuer hereby authorizes the
Administrative Agent, if and to the extent payment of principal, interest or
other amount owed to any Holder is not paid by the Issuer when due hereunder, to
charge from time to time against any or all of the Issuer's accounts with
Citicorp USA any amount so due (with notice to the Issuer promptly following
such charge).

                  (d) COMPUTATIONS. All computations of interest shall be made
by the Administrative Agent on the basis of a year of 360 days (or, in the case
of Base Rate Portions bearing interest based upon clause (a) in the definition
of "Base Rate" in Section 1.01, 365 or 366 days, as the case may be), in each
case for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest is payable. Each
determination by the Administrative Agent of an interest rate hereunder made in
accordance with the provisions of this Agreement shall be conclusive and binding
for all purposes, absent manifest error.

                  (e) PAYMENT ON NON-BUSINESS DAYS. Whenever any payment
hereunder shall be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of payment of interest;
PROVIDED that, if such extension would cause payment of interest on or principal
of Eurodollar Rate Portions to be made in the next following calendar month,
such payment shall be made on the immediately preceding Business Day.

                  (f) PRESUMPTION BY ADMINISTRATIVE AGENT. Unless the
Administrative Agent shall have received notice from the Issuer prior to the
date on which any payment is due to any Holder hereunder that the Issuer will
not make such payment in full, the Administrative Agent may assume that the
Issuer has made such payment in full to the Administrative Agent on such date

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -36-


and the Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each such Holder on such due date an amount equal to the amount
then due such Holder. If and to the extent the Issuer shall not have so made
such payment in full to the Administrative Agent, each such Holder shall repay
to the Administrative Agent forthwith on demand such amount distributed to such
Holder together with interest thereon, for each day from the date such amount is
distributed to such Holder until the date such Holder repays such amount to the
Administrative Agent, at the Federal Funds Rate.

                  Section 2.09.  TAXES.

                  (a) PAYMENTS MADE FREE OF TAXES. Any and all payments by each
Obligor hereunder shall be made, in accordance with Section 2.08, free and clear
of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, EXCLUDING, in the case of each Tax Indemnitee, income and franchise
taxes imposed on or measured by net income of such Tax Indemnitee by a
jurisdiction in which such Tax Indemnitee is organized or in which its principal
office or Payment Office is located (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as "TAXES"). If an Obligor shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder to any Tax Indemnitee, (i)
the sum payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.09) such Tax Indemnitee receives an amount equal to the sum
it would have received had no such deductions been made, (ii) such Obligor shall
make such deductions and (iii) such Obligor shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.

                  (b) OTHER TAXES. In addition, each Obligor agrees to pay any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made by it
hereunder or from the execution, delivery or registration of this Agreement
(hereinafter referred to as "OTHER TAXES").

                  (c) INDEMNIFICATION. Each Obligor will indemnify each Tax
Indemnitee for the full amount of Taxes or Other Taxes (including any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this Section
2.09) paid by such Tax Indemnitee and any liability (including penalties,
additions to tax, interest and expenses) arising therefrom or with respect
thereto, whether or not correctly asserted. This indemnification shall be made
within 30 days from such date such Tax Indemnitee makes written demand therefor
and such Tax Indemnitee's determination that it is liable for such taxes shall
be conclusive absent manifest error.

                  (d) EVIDENCE OF PAYMENTS. Within 30 days after the date of any
payment of Taxes, the Issuer or Other Obligor making payment of Taxes will
furnish to the Administrative Agent, at its address referred to in Section
10.02, appropriate evidence of payment thereof.

                  (e) CERTAIN OBLIGATIONS OF NON-U.S. HOLDERS. Each Holder
organized under the laws of a jurisdiction outside the United States shall, on
or prior to the date of its execution and delivery of this Agreement (in the
case of each Purchaser) and on the date of the Transfer and

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<Page>

                                      -37-


Acceptance pursuant to which it became a Holder (in the case of each other
Holder), and from time to time thereafter if requested in writing by the Issuer
or the Administrative Agent or promptly upon the occurrence of any event
requiring a change in the last form delivered by such Holder (but, in each case,
only so long as such Holder remains lawfully able to do so after the date such
Holder becomes a Holder hereunder), provide the Administrative Agent and the
Issuer with either (i) Internal Revenue Service form W8-BEN or W-8ECI, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such Holder is entitled to benefits under an income tax treaty
to which the United States is a party that reduces the rate of withholding tax
on payments under this Agreement and the Notes or certifying that the income
receivable pursuant to this Agreement and the Notes is effectively connected
with the conduct of a trade or business in the United States or (ii) Internal
Revenue Service form W-8, upon which the Issuer is entitled to rely, pursuant to
Sections 881(c)(2)(B) or 871(h)(5) of the Code, or any successor form or
statement prescribed by the Internal Revenue Service in order to establish that
such Holder is entitled to treat the interest payments under this Agreement and
the Notes as portfolio interest that is exempt from withholding tax under the
Code, together with a certificate stating that such Holder is not described in
Section 881(c)(3) of the Code.

                  If the form provided by a Holder at the time such Holder first
becomes a party to this Agreement indicates a United States interest withholding
tax rate on payments of interest hereunder in excess of zero (or if the Holder
cannot provide at such time such form because it is not entitled to reduced
withholding under a treaty, the payments are not effectively connected income
and the payments do not qualify as portfolio interest), withholding tax at such
rate (or at the then existing U.S. statutory rate if the Holder cannot provide
the form) shall be excluded from Taxes unless and until such Holder provides the
appropriate form certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be excluded from Taxes for periods governed
by such form; PROVIDED that, if at the date of the Transfer and Acceptance
pursuant to which a Holder transferee becomes a party to this Agreement, the
Holder transferor was entitled to payments under subsection (a) in respect of
United States withholding tax with respect to amounts paid hereunder at such
date, then, to the extent such tax results in liability for such payments, the
term Taxes shall include (in addition to withholding taxes that may be imposed
in the future or other amounts otherwise includable in Taxes) United States
interest withholding tax, if any, applicable with respect to the Holder
transferee on such date.

                  (f) LIMITATION UPON INDEMNIFICATION OF NON-U.S. HOLDERS. For
any period with respect to which a Holder has failed to provide the Issuer and
the Administrative Agent with the appropriate form described in Section 2.09(e)
(other than if such failure is due to a change in law occurring after the date
on which a form originally was required to be provided or if such form otherwise
is not required under paragraph (e) above), such Holder shall not be entitled to
indemnification under paragraph (a) or (c) above with respect to Taxes imposed
by the United States.

                  (g) MITIGATION. Any Holder claiming any additional amounts
payable pursuant to this Section 2.09 shall use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Payment Office(s) if the making of such a change would avoid
the need for, or reduce the amount of, any such additional amounts that may
thereafter accrue and would not, in the reasonable judgment of such Holder, be
otherwise disadvantageous to such Holder.

                          NOTE AND GUARANTEE AGREEMENT

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                                      -38-


                  (h) SURVIVAL. Without prejudice to the survival of any other
agreement of the Issuer hereunder, the agreements and obligations of the Issuer
contained in this Section 2.09 shall survive the payment in full of principal
and interest hereunder.

                  Section 2.10. SHARING OF PAYMENTS, ETC. If any Holder shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Notes owing to it (including
any such payments received through the exercise of remedies under any of the
Senior Security Documents, but excluding any payments pursuant to Section
2.07(a), 2.07(b), 2.09 or 10.04) in excess of its ratable share of payments on
account of the Notes hereunder obtained by all Holders, such Holder shall
forthwith purchase from the other Holders such participations in the Notes as
shall be necessary to cause such purchasing Holder to share the excess payment
ratably with each of the other Holders; PROVIDED that if all or any portion of
such excess payment is thereafter recovered from such purchasing Holder, such
purchase from each other Holder shall be rescinded and each other Holder shall
repay to the purchasing Holder the purchase price to the extent of such recovery
together with an amount equal to such Holder's ratable share (according to the
proportion of (i) the amount of such Holder's required repayment to (ii) the
total amount so recovered from the purchasing Holder) of any interest or other
amount paid or payable by the purchasing Holder in respect of the total amount
so recovered. The Issuer agrees that any Holder so purchasing a participation
from another Holder pursuant to this Section 2.10 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Holder were the
direct creditor of the Issuer in the amount of such participation.

                  Section 2.11.  REPLACEMENT OF HOLDER.

                  (a) AFFECTED HOLDERS. Subject to clause (b) below, if any
Holder requests compensation pursuant to Section 2.07(a), 2.07(b) or 2.09, or
the obligation of any Holder to purchase, or to Convert Base Rate Portions into,
or to Continue, Eurodollar Rate Portions shall be suspended pursuant to Section
2.07(c) or 2.07(d) (such Holder being herein called an "AFFECTED HOLDER"), then,
so long as such condition exists, the Issuer may, after the date 30 days after
the date of such request or suspension, (x) designate an transferee acceptable
to the Administrative Agent (which acceptance will not be unreasonably withheld)
that is not an Affiliate of the Issuer (such transferee being herein called a
"REPLACEMENT HOLDER") to assume the Affected Holder's obligations hereunder and
to purchase the Affected Holder's Notes and other rights under the Note
Documents (all without recourse to or representation or warranty by, or expense
to, the Affected Holder) for a purchase price equal to the aggregate principal
amount of the outstanding Notes held by the Affected Holder PLUS all accrued but
unpaid interest on such Notes and accrued but unpaid fees owing to the Affected
Holder (and upon such assumption, purchase and substitution, and subject to the
execution and delivery to the Administrative Agent by the Replacement Holder of
documentation satisfactory to the Administrative Agent and compliance with the
requirements of Section 10.09(c), the Replacement Holder shall succeed to the
rights and obligations of the Affected Holder hereunder and the other Note
Documents), (y) pay to the Affected Holder all amounts payable to such Affected
Holder under Section 10.04(c), calculated as if the purchase by the Replacement
Holder constituted a mandatory redemption of Notes by the Issuer, and (z) pay to
the Administrative Agent the processing and recordation fee specified in Section
10.09(a)(v) with respect to such transfer. If the Issuer exercises its rights
under the preceding sentence, the Affected Holder shall no longer be a party
hereto or have any

                          NOTE AND GUARANTEE AGREEMENT

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                                      -39-


rights or obligations hereunder or under the other Note Documents; PROVIDED that
the obligations of the Issuer to the Affected Holder under Sections 2.07, 2.09
and 10.04 with respect to events occurring or obligations arising before or as a
result of such replacement shall survive such exercise.

                  (b) LIMITATION ON ISSUER' RIGHTS. The Issuer may not exercise
its rights under this Section 2.11 (i) with respect to any Affected Holder
unless the Issuer simultaneously exercises such rights with respect to all
Affected Holders, (ii) if a Default or an Event of Default has occurred and is
then continuing or (iii) with respect to any Holder that has taken action to
eliminate the need for any additional compensation under Section 2.07(a),
2.07(b) or 2.09, as applicable.


                                   ARTICLE III

                              CONDITIONS OF CLOSING

                  Section 3.01. ISSUANCE. The obligation of any Purchaser to
purchase and pay for the Note to be sold to such Purchaser on the Closing Date
is subject to the condition precedent that the Administrative Agent shall have
received the following in form and substance satisfactory to it:

                  (a) EXECUTED COUNTERPARTS. This Agreement, the Warrant
         Agreement in substantially the form of Exhibit H, the Senior Security
         Agreement in substantially the form of Exhibit B and such other Senior
         Security Documents as the Administrative Agent shall have requested be
         executed and delivered pursuant to Section 5.04, in each case duly
         executed by each of the intended parties thereto, together with:

                           (i) such appropriately completed and duly executed
                  copies of Uniform Commercial Code financing statements and
                  other registrations as the Administrative Agent or any
                  Purchaser shall have requested in order to perfect the Liens
                  created by the Senior Security Documents and covering the
                  Collateral described therein;

                           (ii) executed documents for recordation and filing of
                  or with respect to such Senior Security Documents that the
                  Administrative Agent may reasonably request, the recordation
                  or filing of which is necessary in order to perfect the Liens
                  created thereby;

                           (iii) the stock certificates required to be delivered
                  pursuant to such Senior Security Documents, each accompanied
                  by undated stock powers executed in blank; and

                           (iv) one or more Senior Mortgages covering the
                  facilities identified in Schedule 4.01(v), in each case duly
                  executed and delivered by the Issuer or respective Guarantor
                  in recordable form (in such number of copies as the
                  Administrative Agent shall have requested) together with (x)
                  one or more mortgagee policies of title insurance on forms of
                  and issued by one or more title

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -40-


                  companies satisfactory to the Administrative Agent, insuring
                  the validity and priority of the Liens created under such
                  Senior Mortgages for and in amounts satisfactory to the
                  Administrative Agent, subject only to such exceptions as are
                  satisfactory to the Administrative Agent, and (y) in the case
                  of any leasehold property to be subjected to a Senior
                  Mortgage, consents of the respective landlords with respect to
                  such property in form and substance satisfactory to the
                  Administrative Agent.

                  (b) ORGANIZATIONAL DOCUMENTS, ETC. For each Obligor, such
         documents and certificates as the Administrative Agent shall have
         reasonably requested relating to the organization, existence and good
         standing of each Obligor, the authorization of the Transactions and any
         other legal matters relating to the Obligors, this Agreement, the other
         Note Documents or the Transactions, all in form and substance
         reasonably satisfactory to the Administrative Agent and its counsel.

                  (c)  FINANCIAL OFFICER'S CERTIFICATES.  A certificate of a
         Financial Officer of the Issuer to the effect that:

                           (i) the representations and warranties contained in
                  each Note Document are true and correct on and as of the
                  Closing Date, before and after giving effect to the
                  transactions contemplated hereby, as though made on and as of
                  such date (or, if any such representation or warranty is
                  expressly stated to have been made as of a specific date, as
                  of such specific date);

                           (ii) no event has occurred and is continuing that
                  constitutes a Default or an Event of Default (including,
                  without limitation, any Default or Event of Default arising
                  out of a default under or in respect of the Senior Notes); and

                           (iii) as of the Closing Date and following the
                  issuances of the Notes and after giving effect to the
                  application of the proceeds thereof, and taking into account
                  all rights of indemnity, subrogation and contribution of the
                  Obligors under applicable law and under Section 9.08, each
                  Obligor is Solvent.

         Such certificate shall also state that the financial projections and
         underlying assumptions upon which the conclusions set forth in such
         analysis in clause (iii) above were based are, on the Closing Date,
         fair and reasonable in the opinion of the Issuer and accurately
         computed and that the portion of contingent liabilities of the Issuer
         that have been included for purposes of the above determinations shall
         be the amount of such contingent liabilities that, in light of all
         facts and circumstances existing at such time, could reasonably be
         expected to become actual matured liabilities of the Issuer.

                  (d)  FINANCIAL STATEMENTS.  The following financial
         statements with respect to the Issuer and its Subsidiaries:

                           (i) the audited consolidated balance sheet of the
                  Issuer and its Subsidiaries (and, separately stated, of the
                  Issuer and its Restricted Subsidiaries), in each case as at
                  December 31, 2000 and the related audited consolidated
                  statements of income, stockholders' equity and cash flows of
                  the Issuer and its Subsidiaries

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<Page>

                                      -41-


                  (and, separately stated, of the Issuer and its Restricted
                  Subsidiaries), for the fiscal year ended on such date, with
                  the opinion thereon of the Accountants,

                           (ii) the unaudited consolidated balance sheet of the
                  Issuer and its Subsidiaries (and, separately stated, of the
                  Issuer and its Restricted Subsidiaries), in each case as at
                  March 31, 2001 and June 30, 2001 and the related unaudited
                  consolidated statements of income, stockholders' equity and
                  cash flows of the Issuer and its Subsidiaries (and, separately
                  stated, of the Issuer and its Restricted Subsidiaries), for
                  the three-month and six-month periods ended on said dates, and

                           (iii)  Consolidating Financial Statements as at and
                  for the fiscal year ended December 31, 2000,

         in each case together with a certificate of a Financial Officer to the
         effect that the financial statements referred to in clauses (i) and
         (ii) above accurately present the financial position, income,
         stockholders' equity and cash flows of the Issuer and its Subsidiaries
         (and of the Issuer and its Restricted Subsidiaries, as applicable) as
         of such date and period and, in the case of the financial statements
         referred to in clause (iii) above, the respective revenues, gross
         margins and property, plant and equipment of the businesses covered
         thereby.

                  (e) FINANCIAL PROJECTIONS. Consolidated projected balance
         sheets and statements of income, stockholders' equity and cash flows of
         the Issuer and its Restricted Subsidiaries, covering the period
         commencing on January 1, 2001 through June 30, 2006 (detailed by fiscal
         quarter through December 31, 2004).

                  (f) INSURANCE. Evidence of the existence of all insurance
         required to be maintained by the Issuer and its Restricted Subsidiaries
         hereunder, together with evidence that the Administrative Agent on
         behalf of the Secured Parties is an additional insured or loss payee
         (to the extent required under Section 5.09).

                  (g) CONSENTS. Evidence of receipt of all governmental and
         third party consents and approvals (including each of the consents and
         approvals listed on Schedule 4.01(e)) necessary in connection with this
         Agreement and the other Note Documents and that the same remain in
         effect.

                  (h) OPINIONS OF COUNSEL TO THE OBLIGORS. A favorable opinion
         of Akin, Gump, Strauss, Hauer & Feld, L.L.P., special counsel for the
         Obligors, in substantially the form of Exhibit C and a favorable
         opinion of the General Counsel for the Obligors, covering such matters
         not covered by the opinion of special counsel for the Obligors as is
         satisfactory to the Administrative Agent (and for such purpose, the
         Issuer hereby authorizes each such counsel to deliver such opinions to
         the Administrative Agent and the Purchasers).

                  (i) OPINIONS OF COUNSEL TO CITICORP USA. A favorable opinion
         of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel for
         Citicorp USA, in substantially the form of Exhibit D (and for such
         purpose, Citicorp USA hereby

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -42-


         authorizes such counsel to deliver such opinions to the Administrative
         Agent and the Purchasers).

                  (j) FEES. Evidence that the Issuer shall have paid all fees
         required to be paid, and all expenses for which invoices have been
         presented, on or before the Closing Date (including the reasonable fees
         and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York
         counsel to Citicorp USA, and Dilworth Paxon LLP, special counsel to the
         ML Holders) and to the extent that statements for such fees and
         expenses have been delivered to the Issuer.

                  (k)  DUE DILIGENCE.  Evidence that the Purchasers are
         reasonably satisfied in all respects with the results of their due
         diligence investigation of the Issuer and its Subsidiaries.

                  (l) ISSUANCE OF CONVERTIBLE DEBT OR EQUITY. Evidence that the
         Issuer shall have received net cash proceeds in an amount at least
         equal to $230,000,000 from the issuance at par of unsecured convertible
         debt or equity, pursuant to agreements (including all related
         shareholder, registration right and other agreements) in form and
         substance satisfactory to the Purchasers, with the terms and conditions
         applicable to such debt or equity being satisfactory in form and
         substance to each purchaser, including the condition that at least
         $180,000,000 of such net cash proceeds shall be available for general
         corporate purposes of the Issuer.

                  (m) VERIZON DEBT AGREEMENT. Evidence that the Issuer shall
         have received net cash proceeds in an amount at least equal to
         $50,000,000 from the issuance at par of secured Indebtedness, pursuant
         to agreements (including all related shareholder, registration right
         and other agreements) in form and substance satisfactory to the
         Purchasers, with the terms and conditions applicable to such
         Indebtedness being satisfactory in form and substance to each
         purchaser, it being understood that such Indebtedness shall be incurred
         by the Issuer to finance the acquisition of identified equipment and
         that such identified Telecommunications Assets may be pledged as
         collateral security for such Indebtedness and that, in connection
         therewith, Verizon, Inc. (or the respective affiliate party thereto)
         shall have entered into intercreditor arrangements satisfactory to the
         Administrative Agent with respect to such Telecommunications Assets. In
         addition, to the extent that the Verizon Agreement shall be modified or
         supplemented in connection with the execution and delivery of the
         Verizon Debt Agreement, each Purchaser shall have received a copy of
         such modification or supplement and such modification or supplement
         shall be satisfactory in form and substance to each Purchaser.

                  (n) VENDOR AGREEMENTS. Evidence that the Issuer shall have
         caused one or more of its Subsidiaries constituting Obligors hereunder
         to (i) enter into Vendor Agreements with Nortel providing in the
         aggregate for the deferral of all presently outstanding Vendor
         Obligations due from the Obligors to Nortel giving effect to a maximum
         cash payment of $15,000,000 in connection with such deferral and (ii)
         enter into Vendor Agreements with one or more other Vendors providing
         for the deferral of Vendor Obligations payable to such Vendors in an
         aggregate amount (as to all such other Vendors) of not less than
         $250,000,000, each of which Vendor Agreements with Nortel

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -43-


         or any such other Vendor shall be in form and substance, and shall
         provide for a deferral of Vendor Obligations upon terms,
         satisfactory to each Purchaser. In addition, with respect to any
         Vendors that are entitled to the benefits of any collateral security
         for any of the Vendor Obligations held by them, the Obligors, such
         Vendors, the Administrative Agent and a collateral agent (acting for
         the benefit of such Vendors) shall have executed and delivered one
         or more junior intercreditor and collateral agency agreements in
         form and substance satisfactory to each of the Purchasers.

                  (o) WARRANTS, ETC. Evidence of receipt by each Purchaser of
         the warrants to be issued pursuant to the Warrant Agreement on the
         Closing Date to such Purchaser and, in that connection, evidence that
         Metromedia Company shall have executed and delivered to the Purchasers
         a voting agreement pursuant to which Metromedia Company shall have
         agreed, INTER ALIA, to vote the shares of the Issuer held by it in
         favor of the issuances of equity contemplated by the Basic Documents.

                  (p) ISSUANCE OF NOTES. Evidence that, contemporaneously on the
         Closing Date, the Issuer shall have issued to each Purchaser the Note
         or Notes to be purchased by such Purchaser on the Closing Date pursuant
         to Section 2.01.

                  (q) MECHANICS' LIENS, ETC. Evidence satisfactory to the
         Administrative Agent that no mechanics' or materialmens' Liens have
         been filed (which remains unreleased as at the Closing Date) against
         the Issuer or any Obligor other than Liens (i) filed by Vendors who
         have executed and delivered Vendor Agreements, (ii) constituting
         mechanics' or materialmens' Liens permitted under Section 6.02(d) or
         (iii) which are otherwise acceptable to each Purchaser.

                  (r) OTHER. Such other approvals, opinions and documents
         relating to this Agreement and the transactions contemplated hereby as
         the Administrative Agent or any Purchaser may reasonably request.

                  In addition to the foregoing, the obligation of each Purchaser
to purchase and pay for the Notes, shall be subject to the further conditions
precedent that on the date of such purchase and payment the following statements
shall be true:

                  (i) the representations and warranties contained in each Note
         Document are true and correct on and as of the date of such purchase
         and payment, before and after giving effect to such purchase and
         payment and to the application of the proceeds therefrom, as though
         made on and as of such date (or, if any such representation or warranty
         is expressly stated to have been made as of a specific date, as of such
         specific date); and

                  (ii) no event has occurred and is continuing, or would result
         from such purchase and payment or from the application of the proceeds
         therefrom, that constitutes a Default or an Event of Default
         (including, without limitation, any Default or Event of Default arising
         out of a default under or in respect of the Senior Notes).

                  Section 3.02. DETERMINATIONS UNDER SECTION 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Purchaser shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -44-


required thereunder to be consented to or approved by or acceptable or
satisfactory to the Purchasers unless an officer of the Administrative Agent
responsible for the transactions contemplated by the Note Documents shall have
received notice from such Purchaser prior to the Closing Date specifying its
objection thereto and such Purchaser shall not have made available to the
Administrative Agent such Purchaser's ratable portion of the Notes.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  Section 4.01. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.
The Issuer and each other Obligor represents and warrants to the Administrative
Agent and each of the Purchasers that:

                  (a) ORGANIZATION; POWERS. Such Obligor and each of its
Subsidiaries (i) is a corporation (or, as the case may be, a limited liability
company or partnership) duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (ii) is duly qualified
and in good standing as a foreign corporation (or limited liability company or
partnership, as the case may be) in each other jurisdiction in which it owns or
leases property or in which the conduct of its business requires it to so
qualify or be licensed and where, in each case, failure so to qualify and be in
good standing has had or could reasonably be expected (individually or in the
aggregate) to have a Material Adverse Effect and (iii) has all requisite power
(corporate or other) and authority to own or lease and operate its properties
and to carry on its business as now conducted and as proposed to be conducted.

                  (b) AUTHORIZATION. The execution, delivery and performance by
each Obligor of this Agreement and each other Basic Document to which it is or
is intended to be a party, and the consummation of the transactions contemplated
hereby, are within such Obligor's powers (corporate or other), have been duly
authorized by all necessary corporate or other action, and do not (i) contravene
such Obligor's articles, charter, by-laws, or operating or partnership agreement
or other constitutive documents, or any directors' or shareholders' resolution,
(ii) violate any applicable law, rule, regulation (including Regulation U and
Regulation X), order, writ, judgment, injunction, decree, determination or award
of any Governmental Authority, (iii) conflict with or result in the breach of,
or constitute a default or event of default under, or permit an acceleration of
any rights or benefits under, any Material Agreement, contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument binding on or
affecting any Obligor or any of its Restricted Subsidiaries or any of their
properties or (iv) except for the Liens created by the Senior Security
Documents, result in or require the creation or imposition of any Lien upon or
with respect to any of the properties of any Obligor or any of its Restricted
Subsidiaries. No Obligor or any of its Restricted Subsidiaries is in violation
of any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority or in breach of any such
Material Agreement, contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument, the violation or breach of which has had or
could be reasonably expected (individually or in the aggregate) to have a
Material Adverse Effect.

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<Page>

                                      -45-


                  (c) ENFORCEABILITY This Agreement has been duly executed and
delivered by each Obligor and constitutes, and each other Basic Document when
executed and delivered by each Obligor party thereto will constitute, a legal,
valid and binding obligation of such Obligor enforceable against such Obligor in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the enforcement of creditors' rights generally and by equitable
principles regardless of whether considered in a proceeding in equity or at law.

                  (d) PERFECTION AND PRIORITY OF LIENS. At all times after the
execution of the Senior Security Documents, the Senior Security Documents
create, in favor of the Administrative Agent for the benefit of the Secured
Parties, as security for the obligations purported to be secured thereby, a
legal, valid and enforceable perfected security interest or Lien in all of the
Collateral, superior to and prior to the rights of all third persons and subject
to no Liens except Liens expressly permitted by Section 6.02. The respective
Obligor has (or on and after the time it executes the respective Senior Security
Document, will have) good and marketable title to all items of Collateral (or,
as the case may be, collateral) covered by such Senior Security Document free
and clear of all Liens except Liens expressly permitted by Section 6.02. The
security interests created in favor of the Administrative Agent for the benefit
of the Secured Parties under the Senior Security Agreement constitute perfected
security interests in the "Pledged Securities" under and as defined in the
Senior Security Agreement and owned by each Obligor on any date on which this
representation and warranty is made or deemed made, subject to no security
interests of any other Person.

                  (e) GOVERNMENTAL APPROVALS. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
required on the date hereof or will (absent any change in any applicable law,
rule or regulation) be required after the date hereof in connection with the
Transactions, except for (a) the filing of Uniform Commercial Code financing
statements and other similar filings to perfect the interests of the Secured
Parties in the Collateral, (b) such as are listed on Schedule 4.01(e), each of
which will have been made or obtained and will be in full force and effect on
the Closing Date, (c) such as may be required in the ordinary course of business
in connection with the performance of the obligations of the Issuer hereunder
and (d) such as may be required in connection with sales of Capital Stock or
other ownership interests of the Issuer or any Restricted Subsidiary as part of
foreclosure proceedings with respect to such Capital Stock or other ownership
interests under the Senior Security Documents.

                  (f)  FINANCIAL STATEMENTS.

                  (i) FINANCIAL STATEMENTS. The consolidated financial
         statements delivered pursuant to Section 3.01(d) present fairly, in all
         material respects, the financial position, income, stockholders' equity
         and cash flows of the Issuer and its Subsidiaries (and of the Issuer
         and its Restricted Subsidiaries, as applicable) as of such date and for
         the fiscal year ended December 31, 2000, in accordance with GAAP, and
         the Consolidating Financial Statements delivered pursuant to Section
         3.01(d) present fairly, in all material respects, the respective
         revenues, gross margins and property, plant and equipment of the
         businesses covered thereby. As of the date hereof, there are no
         material contingent liabilities, material liabilities for taxes,
         material unusual forward or long-term commitments or material
         unrealized or anticipated losses from any unfavorable

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<Page>

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         commitments of the Issuer or any of its Restricted Subsidiaries,
         except as referred to or reflected or provided for in said unaudited
         financial statements as at December 31, 2000.

                  (ii) PROJECTED FINANCIAL STATEMENTS. The projected financial
         statements delivered pursuant to Section 3.01(e) have been prepared in
         good faith, based on estimates and assumptions that the Issuer believes
         are fair and reasonable at the time such projections have been
         furnished to the Holders.

                  (g) NO MATERIAL ADVERSE CHANGE. Since December 31, 2000,
except as set forth in the Form 10-Q for the Issuer as at June 30, 2001, there
has been no material adverse change in the business, assets, results of
operations, financial condition, liabilities or material agreements of the
Issuer and its Restricted Subsidiaries, taken as a whole.

                  (h)  PROPERTIES, ETC.

                  (i) TITLE TO PROPERTY. Each of the Issuer and its Restricted
         Subsidiaries has good title to, or valid leasehold interests in, all of
         its properties and assets which are material to the Issuer and its
         Restricted Subsidiaries, taken as a whole, except for minor defects in
         title that do not materially interfere with its ability to conduct its
         business as currently conducted or to utilize such properties and
         assets for their intended purposes. All such material properties and
         assets are free and clear of Liens, other than Liens expressly
         permitted by Section 6.02.

                  (ii) POSSESSION UNDER LEASES. Each of the Issuer and its
         Restricted Subsidiaries has complied with all obligations under all
         leases which are material to the Issuer and its Restricted
         Subsidiaries, taken as a whole, to which it is a party and all such
         leases are in full force and effect, except where failure to do so or
         failure of such leases to be in full force and effect has not had and
         could not reasonably be expected (individually or in the aggregate) to
         have a Material Adverse Effect. Each of the Issuer and its Restricted
         Subsidiaries enjoys peaceful and undisturbed possession under all such
         leases, except where failure to do so has not had and could not
         reasonably be expected (individually or in the aggregate) to have a
         Material Adverse Effect.

                  (iii) INTELLECTUAL PROPERTY. Each of the Issuer and its
         Restricted Subsidiaries owns, or is licensed to use, all trademarks,
         tradenames, copyrights, patents and other intellectual property
         material to its business, and the use thereof by the Issuer and its
         Restricted Subsidiaries does not infringe upon the rights of any other
         Person, except for any such infringements that, individually or in the
         aggregate, could not reasonably be expected (individually or in the
         aggregate) to result in a Material Adverse Effect.

                  (iv) PRIVATE LICENSES. The Private Licenses of the Issuer and
         its Restricted Subsidiaries are adequate and sufficient for the
         construction, ownership and operation of the Telecommunications Assets
         of the Issuer and its Restricted Subsidiaries and neither the Issuer
         nor any Restricted Subsidiary is in default in any manner under any
         provision of any Private License to which it is a party or by which it
         or any of its assets may be bound, where such default has had or could
         reasonably be expected (individually or in the aggregate) to have a
         Material Adverse Effect.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -47-


                  (i) SUBSIDIARIES; OTHER EQUITY INVESTMENTS. Set forth on
Schedule 4.01(i) is a complete and accurate list of all Subsidiaries of each
Obligor as of the date hereof, showing as of such date (as to each such
Subsidiary) the jurisdiction of its organization, whether or not such Subsidiary
is a Restricted Subsidiary or Unrestricted Subsidiary, the number of shares of
each class of Capital Stock authorized, and the number outstanding and the
percentage of the outstanding shares or interests of each such class owned
(directly or indirectly) by such Obligor and the number of shares covered by all
outstanding options, warrants, rights of conversion or purchase and similar
rights. All of the outstanding Capital Stock of all of such Subsidiaries have
been validly issued, are fully paid and non-assessable and are owned by such
Obligor or one or more of its Subsidiaries free and clear of all Liens, except
those created by the Senior Security Documents and those listed in Schedule
4.01(i).

                  (j) LITIGATION; COMPLIANCE WITH LAWS.

                  (i) LITIGATION. Other than as set forth set forth on a
         Schedule to be prepared after the date hereof and on or before the
         Closing Date, the contents of which schedule shall be in form and
         substance satisfactory to each Purchaser, there are no actions, suits
         or proceedings at law or in equity or by or before any Governmental
         Authority now pending or, to the knowledge of any Obligor, threatened
         against or affecting the Issuer or any Restricted Subsidiary or any
         business, property or rights of the Issuer or any Restricted Subsidiary
         (x) that involve any Basic Document or the Transactions or (y) as to
         which there is a reasonable likelihood of an adverse determination and
         that, if adversely determined, individually or in the aggregate, has
         had or could reasonably be expected (individually or in the aggregate)
         to have a Material Adverse Effect.

                  (ii) COMPLIANCE WITH LAWS. Neither the Issuer nor any
         Restricted Subsidiary nor any of their respective properties or assets
         is in violation of, nor will the continued operation of their
         properties and assets as currently conducted violate, any law, rule or
         regulation (including any zoning, building, ordinance, code or approval
         or any building permits), or is in default with respect to any
         judgment, writ, injunction, decree or order of any Governmental
         Authority, where such violation or default has had or could reasonably
         be expected (individually or in the aggregate) to have a Material
         Adverse Effect.

                  (k) AGREEMENTS.

                  (i) NO DEFAULT UNDER AGREEMENTS, ETC. Neither the Issuer nor
         any Restricted Subsidiary is in default in any manner under any
         provision of any agreement or instrument evidencing Indebtedness, or
         any other agreement or instrument to which it is a party or by which it
         or any of its properties or assets are or may be bound, where such
         default has had or could reasonably be expected (individually or in the
         aggregate) to have a Material Adverse Effect. The consummation by the
         Issuer of the Transactions contemplated hereby will not trigger any
         redemption events or result in the creation of any Liens under any
         provision of any agreement or instrument evidencing Indebtedness, or
         any other agreement or instrument to which it is a party or by which it
         or any of its properties or assets are or may be bound.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -48-


                  (ii) MATERIAL AGREEMENTS. Set forth on Schedule 4.01(k) is a
         list of agreements (other than those referred to in clauses (a) through
         (e) of the definition of the term "Material Agreement" in Section 1.01)
         to which the Issuer or any of its Restricted Subsidiaries is a party
         that are material to the business, assets, operations, financial
         condition or liabilities of the Issuer and its Restricted Subsidiaries,
         taken as a whole. The Issuer has heretofore delivered to the
         Administrative Agent, true and complete copies of each of the Material
         Agreements (including the Verizon Agreement and the Management
         Agreement referred to in Section 6.10). Each of the Material Agreements
         is in full force and effect and neither the Issuer nor any of its
         Subsidiaries nor any of the counterparties under any of such Material
         Agreements, (x) is in default of any of its respective obligations
         thereunder where such default has had or could reasonably be expected
         (individually or in the aggregate) to have a Material Adverse Effect or
         (y) has delivered or received notification of any default or material
         deficiency under any such Material Agreement.

                  (iii) RESTRICTIVE OR BURDENSOME AGREEMENTS. As of the date
         hereof, other than as set forth in Schedule 4.01(k) or on the Schedule
         to be delivered on or before the Closing Date pursuant to Section 6.08,
         neither the Issuer nor any Restricted Subsidiary is subject to any
         indenture, agreement, instrument or other arrangement of the type
         described in Section 6.08, nor any agreement that imposes burdensome
         requirements upon the Issuer or any Restricted Subsidiary that, singly
         or in the aggregate, would be reasonably likely (individually or in the
         aggregate) to result in a Material Adverse Effect.

                  (l) FEDERAL RESERVE REGULATIONS. Neither the Issuer nor any
Restricted Subsidiary is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of buying or
carrying Margin Stock. No part of the proceeds of any Note will be used by the
Issuer or any Restricted Subsidiary, whether directly or indirectly, and whether
immediately, incidentally or ultimately, for any purpose that violates
Regulation T, U or X.

                  (m) INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT. Neither the Issuer nor any of its Subsidiaries is an "investment company,"
or an "affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company," as such terms are defined in the Investment Company Act of
1940. Neither the Issuer nor any of its Subsidiaries is a "holding company", or
an "affiliate" of a "holding company" or a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

                  (n) TAX RETURNS. Each of the Issuer and its Restricted
Subsidiaries has filed or caused to be filed all material foreign, Federal,
state and other tax returns, extensions or materials required to have been filed
by it and has paid or caused to be paid all taxes shown on such returns to be
due and payable by it and all assessments received by it, except (x) taxes and
assessments that are being contested in good faith by appropriate proceedings
and for which it shall have set aside on its books adequate reserves in
accordance with GAAP and (y) taxes and assessments the failure to pay which has
not had and could not reasonably be expected (individually or in the aggregate)
to result in a Material Adverse Effect.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -49-


                  (o) NO MATERIAL MISSTATEMENTS. The information, reports,
financial statements, exhibits and schedules furnished in writing by or on
behalf of the Issuer to the Administrative Agent or any Holder in connection
with the negotiation, preparation or delivery of this Agreement and the other
Basic Documents or included herein or therein or delivered pursuant hereto or
thereto, when taken as a whole, do not contain any untrue statement of material
fact or omit to state any material fact necessary to make the statements herein
or therein, in light of the circumstances under which they were made, not
misleading, other than a material fact the effect of which is favorable to the
Issuer; PROVIDED that to the extent any such information, report, financial
statement, exhibit or schedule was based upon or constitutes a forecast,
projection or expression of opinion, the Issuer represents only that it acted in
good faith and utilized reasonable assumptions and due care in the preparation
of such information, report, financial statement, exhibit or schedule. All
written information furnished after the date hereof by the Issuer and its
Subsidiaries to the Administrative Agent and the Holders in connection with this
Agreement and the other Basic Documents and the transactions contemplated hereby
and thereby will be true, complete and accurate in every material respect, or
(in the case of projections) based on reasonable estimates, on the date as of
which such information is stated or certified. There is no fact known to the
Issuer that has had or could reasonably be expected (individually or in the
aggregate) to have a Material Adverse Effect that has not been disclosed herein,
in the other Basic Documents or in a report, financial statement, exhibit,
schedule, disclosure letter or other writing furnished to the Administrative
Agent or the Holders for use in connection with the transactions contemplated
hereby or thereby.

                  (p) PENSION PLANS. Each of the Issuer and its ERISA Affiliates
is in compliance in all material respects with the applicable provisions of
ERISA and the Code and the regulations and published interpretations thereunder,
except where non-compliance has not had and could not reasonably be expected
(individually or in the aggregate) to have a Material Adverse Effect. No ERISA
Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events, could reasonably be expected to result in
material liability of the Issuer or any of its ERISA Affiliates, except where
such liability has not had and could not reasonably be expected (individually or
in the aggregate) to have a Material Adverse Effect.

                  (q) ENVIRONMENTAL MATTERS. The operations and properties of
the Issuer and each of its Restricted Subsidiaries are in compliance in all
material respects with all Environmental Laws, all necessary Environmental
Permits have been obtained and are in effect or have been applied for in order
for the Issuer and its Restricted Subsidiaries to conduct their respective
operations and to own their respective properties, the Issuer and its Restricted
Subsidiaries are in compliance in all material respects with all such issued
Environmental Permits, no circumstances exist that could (x) form the basis of
an Environmental Claim that could reasonably be expected (individually or in the
aggregate) to have a Material Adverse Effect or (y) cause any such property to
be subject to any restrictions on ownership, occupancy, use or transferability
under any Environmental Law that has had or could reasonably be expected
(individually or in the aggregate) to have a Material Adverse Effect, and, to
the best knowledge of the Issuer and its Restricted Subsidiaries, no
investigation (other than routine investigations) of any such operation or
property has been or is being conducted by any Governmental Authority with
respect to the enforcement of any Environmental Law other than investigations
which have not had and could not reasonably be expected (individually or in the
aggregate) to have a Material Adverse Effect.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -50-


                  (r) INSURANCE. Schedule 4.01(r) sets forth a true, complete
and correct description of all material insurance maintained by the Issuer
(including insurance maintained by the Issuer for its Restricted Subsidiaries)
as of the date hereof. As of the date hereof, such insurance is in full force
and effect and all premiums which have become due and payable have been duly
paid. Each of the Issuer and its Restricted Subsidiaries maintains insurance in
such amounts and covering such risks and liabilities as are in accordance with
normal industry practice.

                  (s) SOLVENCY. Immediately after the consummation of the
Transactions to occur on the Closing Date and immediately following the issuance
of each Note and after giving effect to the application of the proceeds thereof,
and taking into account all rights of indemnity, subrogation and contribution of
the Obligors under applicable law and under Section 9.08, each Obligor is
Solvent.

                  (t) LICENSES.

                  (i) REQUIRED LICENSES. As of the date hereof, except for the
         Licenses described in Schedule 4.01(t), there are no Licenses which are
         required for the operation of the business of the Issuer or any
         Restricted Subsidiary, including Licenses issuable under the United
         States Federal Communications Act of 1934, as amended. The Licenses
         described in Schedule 4.01(t) are adequate and sufficient for the
         construction, ownership and operation of the Telecommunications Assets
         of the Issuer and its Restricted Subsidiaries and neither the Issuer
         nor any Restricted Subsidiary is in default in any manner under any
         provision of any such License, where such default has had or could
         reasonably be expected (individually or in the aggregate) to have a
         Material Adverse Effect.

                  (ii) COMPLIANCE. Except as disclosed in Schedule 4.01(t), the
         Issuer and each of its Restricted Subsidiaries is in compliance with
         the terms of each of the Licenses under which it enjoys rights or
         privileges and has timely filed or caused to be filed all renewal
         applications with respect to the Licenses, no protests or competing
         applications have been filed with respect to such renewal applications
         and nothing has come to the attention of the Issuer or any of its
         Restricted Subsidiaries (after due inquiry) that would lead them to
         conclude that such renewal applications would not be granted in the
         ordinary course, in each case other than any thereof that has not had
         and could not reasonably be expected (individually or in the aggregate)
         to have a Material Adverse Effect. The Issuer and each of its
         Restricted Subsidiaries is authorized under applicable law and the
         rules and regulations promulgated thereunder to continue to provide the
         services which are the subject of such renewal applications during the
         pendency thereof.

                  (iii) NO RATE REGULATION. Except as disclosed in Schedule
         4.01(t), the business and operations conducted and proposed to be
         conducted by each Obligor in relation to its business are not regulated
         by any Federal, state or provincial utility or rate-regulating
         commission.

                  (u) FRANCHISES. Each Franchise of the Issuer and each of its
Restricted Subsidiaries is in full force and effect pursuant to each statute,
regulation, agreement or instrument of each jurisdiction set forth on Schedule
4.01(u), was lawfully issued pursuant to the

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -51-


rules and regulations of such jurisdiction and authorizes the Issuer and each
such Restricted Subsidiary to operate such Franchise, and no other or further
approval, filing or other action of any Governmental Authority is or will be
necessary or advisable in order to permit the operation by the Issuer or any
Restricted Subsidiary of its Telecommunications Business in accordance with the
terms thereof. The Issuer and its Restricted Subsidiaries are in compliance with
all material terms and conditions of each of their respective Franchises and no
event has occurred or exists which permits or, after the giving of notice or the
lapse of time or both, would permit the revocation or termination of any such
Franchise, other than where any such non-compliance or revocation or termination
(i) has not had and could not reasonably be expected (individually or in the
aggregate) to have a Material Adverse Effect or (ii) has not resulted in a
notification of non-compliance or revocation or termination by or to any parties
to such Franchises. No Unrestricted Subsidiary owns or has rights to any
Franchise necessary for the ongoing operations of the Issuer and its Restricted
Subsidiaries or their respective Telecommunications Business.

                  (v) LOCATION OF BUSINESSES. As of the date hereof, the
property and assets of the Issuer and each Guarantor are located in the
jurisdictions set forth in the Senior Security Agreement (including the
schedules thereto) and in no other place or places. As of the date hereof,
neither the Issuer nor any Guarantor owns or leases any real property other than
the lands described in Schedule 4.01(v).

                  (w) NO DEFAULT.  No event has occurred and is continuing, or
would result from the issuance of the Notes or from the application of the
proceeds therefrom, that constitutes a Default or an Event of Default.

                  (x) PRIVATE OFFERING BY THE OBLIGORS. Neither the Obligors nor
anyone acting on their behalf has offered the Notes or the guarantees by the
Guarantors of the Guaranteed Obligations or any similar securities for sale to,
or solicited any offer to buy any of the same from, or otherwise approached or
negotiated in respect thereof with, any Person other than the Purchasers and
fewer than 99 other Institutional Investors, each of which has been offered the
Notes at a private sale for investment. Neither the Obligors nor anyone acting
on their behalf has taken, or will take, any action that would subject the
issuance or sale of the Notes or the guarantees by the Guarantors of the
Guaranteed Obligations to the registration requirements of Section 5 of the
Securities Act.

                  Section 4.02.  REPRESENTATIONS AND WARRANTIES OF THE
PURCHASERS.  Each Purchaser represents and warrants that:

                  (a) PURCHASE FOR INVESTMENT. Each Purchaser represents that
such Purchaser is purchasing the Note for its own account or for one or more
separate accounts maintained by it or for the account of one or more pension or
trust funds and not with a view to the distribution thereof, PROVIDED that the
disposition of such Purchaser's or their property and assets shall at all times
be within such Purchaser's or their control. Each Purchaser understands that the
Notes have not been registered under the Securities Act and may be resold only
if registered pursuant to the provisions of the Securities Act or if an
exemption from registration is available, except under circumstances where
neither such registration nor such an exemption is required by law, and that the
Obligors are required to register the Notes.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -52-


                  (b) QUALIFIED PURCHASER. Each Purchaser represents that it is
a Qualified Purchaser, a company each of whose Beneficial Owners is a Qualified
Purchaser or a company owned exclusively by Knowledgeable Employees with respect
to the Issuer and the Guarantors. Each Purchaser agrees that no sale, pledge or
other transfer of a Note (or any interest therein) may be made unless such
transfer is made to a transferee who is a Qualified Purchaser, a company each of
whose beneficial owners is a Qualified Purchaser or a company owned exclusively
by Knowledgeable Employees with respect to the Issuer and the Guarantors.


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                  The Issuer covenants and agrees with each Holder that so long
as this Agreement shall remain in effect, until the principal of and interest on
each Note, all fees and all other expenses or amounts (other than contingent
indemnity obligations) payable under the Note Documents shall have been paid in
full, unless the Holders shall otherwise consent in writing in accordance with
the provisions of Section 10.01:

                  Section 5.01. FINANCIAL STATEMENTS, REPORTS, ETC. The Issuer
shall furnish to the Administrative Agent (in electronic form or with sufficient
copies thereof for each Holder):

                  (a) as soon as available and in any event within 90 days after
         the end of each fiscal year commencing with the fiscal year ending
         December 31, 2001, the audited consolidated balance sheet and related
         audited consolidated statements of income, stockholders' equity and
         cash flows of the Issuer and its Subsidiaries (and, separately stated,
         the corresponding audited consolidated balance sheet and statements of
         the Issuer and its Restricted Subsidiaries), showing the financial
         condition of the Issuer and its Subsidiaries (and, of the Issuer and
         its Restricted Subsidiaries, as applicable) as of the close of such
         fiscal year and the results of operations of the Issuer and its
         Subsidiaries (and of the Issuer and its Restricted Subsidiaries) during
         such year, and accompanied

                           (i) by an opinion of the Accountants to the effect
                  that such consolidated financial statements fairly present, in
                  all material respects, the financial condition and results of
                  operations of the Issuer and its Restricted Subsidiaries in
                  accordance with GAAP,

                           (ii) by Consolidating Financial Statements for such
                  fiscal year together with a certificate of one of the Issuer's
                  Financial Officers to the effect that such Consolidating
                  Financial Statements fairly present in all material respects
                  the respective revenues, gross margins and property, plant and
                  equipment of the businesses covered thereby and

                           (iii) at the time of delivery of the financial
                  statements set forth above for the fiscal years ending
                  December 31, 2001 or December 31, 2002, (A) management's
                  discussion of the financial performance of the Issuer and its
                  Restricted Subsidiaries for such fiscal year and the fiscal
                  quarter then ending as compared against the financial
                  projections delivered pursuant to Section 3.01(e)

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -53-


                  and (B) a comparison of the financial performance of the
                  Issuer and its Restricted Subsidiaries for such fiscal year
                  and fiscal quarter showing all variances from such financial
                  projections, in the case of each of (A) and (B) in form
                  reasonably satisfactory to the Administrative Agent;

                  (b) as soon as available and in any event within 45 days after
         the end of each of the first three fiscal quarters in each fiscal year,
         the unaudited consolidated balance sheet and related unaudited
         consolidated statements of income, stockholders' equity and cash flows
         of the Issuer and its Subsidiaries (and, separately stated, of the
         corresponding unaudited consolidated balance sheet and statements of
         income, stockholders' equity and cash flows of the Issuer and its
         Restricted Subsidiaries), showing the financial condition of the Issuer
         and its Subsidiaries (and of the Issuer and its Restricted
         Subsidiaries) as of the close of such fiscal quarter and the results of
         operations of the Issuer and its Subsidiaries (and of the Issuer and
         its Restricted Subsidiaries) during such fiscal quarter and the then
         elapsed portion of the fiscal year, and accompanied

                           (i) by a certificate of one of the Issuer's Financial
                  Officers to the effect that such consolidated balance sheet
                  and statements fairly present, in all material respects, the
                  consolidated financial position and results of operations of
                  the Issuer and its Subsidiaries (and of the Issuer and its
                  Restricted Subsidiaries) in accordance with GAAP, subject to
                  normal year-end audit adjustments and lack of footnote
                  disclosures,

                           (ii) by Consolidating Financial Statements for such
                  fiscal quarter and the then elapsed portion of the fiscal year
                  together with a certificate of one of the Issuer's Financial
                  Officers to the effect that such Consolidating Financial
                  Statements fairly present in all material respects the
                  respective revenues, gross margins and property, plant and
                  equipment of the businesses covered thereby and

                           (iii) at the time of delivery of the financial
                  statements set forth above for the fiscal quarter ending June
                  30, 2001, and each fiscal quarter thereafter ending on or
                  before March 31, 2003, (A) management's discussion of the
                  financial performance of the Issuer and its Restricted
                  Subsidiaries for such fiscal quarter then ending as compared
                  against the financial projections delivered pursuant to
                  Section 3.01(e) and (B) a comparison of the financial
                  performance of the Issuer and its Restricted Subsidiaries for
                  such fiscal quarter showing all variances from such financial
                  projections, in the case of each of (A) and (B) in form
                  reasonably satisfactory to the Administrative Agent;

                  (c) concurrently with any delivery of any audited consolidated
         financial statements under paragraph (a), a certificate of the
         Accountants (which certificate may be limited to accounting matters
         relating to the provisions of 6.13, and may disclaim responsibility for
         legal matters) and concurrently with any delivery of financial
         statements under paragraph (a) or (b) above, a certificate of a
         Financial Officer of the Issuer, in each case (i) certifying that in
         making its examination in connection with rendering such opinion or
         certificate with respect to such statements, such Person has not
         obtained knowledge that an Event of Default or Default has occurred or,
         if such Financial Officer has obtained knowledge that an Event of
         Default or Default has occurred,

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -54-


         specifying the nature and extent thereof and any corrective action
         taken or proposed to be taken with respect thereto and (ii) setting
         forth computations in substantially the manner set forth in Exhibit
         I demonstrating compliance with the covenants contained in Sections
         6.01, 6.02, 6.04, 6.05, 6.06, 6.07 and 6.13;

                  (d) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Issuer or any Restricted Subsidiary with the U.S.
         Securities and Exchange Commission or any Governmental Authorities
         succeeding to any or all of the functions of said Commission, or with
         any securities exchange, or distributed by the Issuer to its
         shareholders, as the case may be;

                  (e) as soon as practicable and in any event no later than 30
         days after the beginning of each fiscal year, a copy of the annual
         business plan of the Issuer and forecasts, prepared by management of
         the Issuer, in each case in form and detail reasonably satisfactory to
         the Administrative Agent, of consolidated balance sheets and related
         statements of operations and cash flows of the Issuer and its
         Restricted Subsidiaries, in each case on a quarterly basis for such
         fiscal year and on an annual basis for each of the following fiscal
         years remaining during the term of this Agreement, PROVIDED that no
         event shall such business plan or forecasts be delivered to the ML
         Holders except upon request by the ML Holders to the Administrative
         Agent; and

                  (f) promptly, from time to time, such other information
         regarding the operations, business affairs and financial condition of
         the Issuer and its Restricted Subsidiaries, or compliance with the
         terms of any Basic Document, as the Administrative Agent or any Holder
         may reasonably request.

                  Section 5.02.  OTHER NOTICES.  The Issuer will furnish to the
Administrative Agent (in electronic form or with sufficient copies thereof for
each Holder):

                  (a) as soon as possible and in any event within five Business
         Days after any Responsible Officer knows or has reason to believe that
         a Default or Event of Default has occurred, written notice specifying
         the nature and extent thereof and the corrective action (if any) taken
         or proposed to be taken with respect thereto;

                  (b) as soon as possible and in any event within five Business
         Days after any Responsible Officer has knowledge thereof, written
         notice of the filing or commencement of, or of any threat or notice of
         intention of any Person to file or commence, any action, suit or
         proceeding, whether at law or in equity or by or before any
         Governmental Authority, against the Issuer or any Restricted Subsidiary
         that, if adversely determined, could reasonably be expected
         (individually or in the aggregate) to have a Material Adverse Effect;

                  (c) prompt written notice of the assertion of any
         Environmental Claim by any Person against, or with respect to the
         operations and properties of, such Obligor or any of its Subsidiaries,
         other than any Environmental Claim that, if adversely determined,
         either individually or in the aggregate, could not reasonably be
         expected (individually or in the aggregate) to have a Material Adverse
         Effect;

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -55-


                  (d) prompt written notice of any development known to any
         Responsible Officer that has had or could reasonably be expected
         (individually or in the aggregate) to have a Material Adverse Effect;

                  (e) as soon as possible and in any event within five Business
         Days after any Responsible Officer knows or has reason to believe that
         a Change in Control has occurred or is reasonably likely to occur,
         written notice of such Change in Control;

                  (f) as soon as possible and in any event within five Business
         Days after any Responsible Officer has knowledge thereof, written
         notice of the condemnation or casualty of any property of the Issuer or
         any Restricted Subsidiary that has or could reasonably be expected to
         result in loss to the Issuer or any Restricted Subsidiary in an amount
         exceeding $5,000,000 at any one time; and

                  (g) as soon as possible and in any event within five Business
         Days after any Responsible Officer has knowledge thereof, written
         notice of the filing of, or of any threat or notice of intention of any
         Person to file, any liens on the assets of any Obligor for obligations
         in excess of $1,000,000.

                  Section 5.03.  EXISTENCE; BUSINESSES AND PROPERTIES.  The
Issuer will, and will cause each of its Restricted Subsidiaries to:

                  (a) do or cause to be done all things necessary to
         preserve, renew and keep in full force and effect its legal existence,
         except as otherwise expressly permitted under Section 6.06; and

                  (b) do or cause to be done all things necessary to obtain,
         preserve, renew, extend and keep in full force and effect the rights,
         Licenses, Franchises, Private Licenses, patents, copyrights, trademarks
         and trade names material to the conduct of its business; comply with
         all applicable laws, rules, regulations and decrees and orders of any
         Governmental Authority (including health and welfare laws and
         Environmental Laws), whether now in effect or hereafter enacted, except
         for failures to comply which, individually or in the aggregate, have
         not had and could not reasonably be expected (individually or in the
         aggregate) to have a Material Adverse Effect; and at all times maintain
         and preserve all property material to the conduct of such business and
         keep such property in good repair, working order and condition
         (excepting ordinary wear and tear and damage due to casualty, PROVIDED
         that such damage due to casualty is repaired within a reasonable period
         of time) and from time to time make, or cause to be made, all needful
         and proper repairs, renewals, additions, improvements and replacements
         thereto necessary in order that the business carried on in connection
         therewith may be properly conducted at all times, except for failures
         to maintain and preserve property that have not had and could not
         reasonably be expected (individually or in the aggregate) to have a
         Material Adverse Effect.

                          NOTE AND GUARANTEE AGREEMENT

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                                      -56-


                  Section 5.04.  GUARANTEES OF OBLIGATIONS AND COLLATERAL
SECURITY; FURTHER ASSURANCES.

                  (a) GUARANTEES OF OBLIGATIONS. It is the intent of the parties
hereto that the Guaranteed Obligations shall be unconditionally Guaranteed by
all of the Issuer's Wholly Owned Restricted Subsidiaries to the maximum extent
permitted under the laws of the jurisdiction of organization of any such Wholly
Owned Restricted Subsidiary, PROVIDED that in no event shall a Foreign
Subsidiary be required to Guarantee the Guaranteed Obligations. Accordingly, in
the event that any such Wholly Owned Restricted Subsidiary shall be formed,
acquired or come into existence after the date hereof (each, a "NEW
SUBSIDIARY"), the Issuer will cause such New Subsidiary to execute and deliver a
Joinder Agreement in the form of Exhibit G pursuant to which such New Subsidiary
will become a "Guarantor" and an "Obligor" hereunder and Guarantee the
Guaranteed Obligations as provided in the definition of such term in Section
1.01.

                  (b)  COLLATERAL SECURITY; FURTHER ASSURANCES.

                  (i) COLLATERAL SECURITY. It is the intent of the parties
hereto that the Guaranteed Obligations be secured (except as otherwise provided
in the Senior Security Agreement) by first Liens and prior perfected security
interests in substantially all of the tangible and intangible property of each
Obligor now owned or hereafter acquired (other than real property, including
improvements, having a book value of $2,000,000 or less), including in all
shares of stock or other ownership interest held by each Obligor in any
Restricted Subsidiary and all accounts receivable, inventory, real property
(subject to such limit), machinery, equipment, contracts, License rights,
Franchise rights, Private License rights and general intangibles PROVIDED
that in no event shall any Obligor be required to pledge more than 65% of the
voting Capital Stock of any Foreign Subsidiary except to the extent that such
pledge would not result in material adverse tax consequences to the Issuer.

                  (ii) FURTHER ASSURANCES. Each Obligor (including each New
Subsidiary formed or acquired after the date hereof), shall execute and deliver
any and all documents, financing statements, mortgages or deeds of trust
covering real property and fixtures owned or leased by such Obligor, and, to the
extent necessary with respect to any leasehold property to be subjected to a
Senior Mortgage, obtain consents of the respective landlords with respect to
such property, agreements and instruments, and take all actions (including
filing Uniform Commercial Code and other financing statements) as the Required
Holders or either Agent may from time to time reasonably request in order to
grant, preserve, protect and perfect, in favor of the Administrative Agent for
the benefit of the Secured Parties, the Liens and security interests described
above in clause (i) and in this clause (ii) (subject, in each case, to Liens
permitted under Section 6.02). Without limiting the generality of the foregoing,
to the extent deemed by the Administrative Agent to be appropriate with respect
to the pledge by any Obligor of the equity held by such Obligor in any Foreign
Subsidiary, such Obligor will execute and deliver such security agreements,
pledge agreements and other instruments under the law of the jurisdiction in
which such Foreign Subsidiary shall be organized as the Administrative Agent
shall reasonably request.

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                  (c)  CORPORATE AND OTHER ACTION, ETC.  In the event that any
New Subsidiary shall be formed or acquired after the date hereof, then the
Issuer will:

                  (i) take and cause such New Subsidiary to take any action
requested by the Administrative Agent or the Required Holders pursuant to
paragraph (a) or (b) above;

                  (ii) deliver all certificates evidencing Capital Stock or
other ownership interests in such New Subsidiary, each accompanied by undated
stock powers executed in blank; and

                  (iii) deliver such proof of corporate or other company action,
         incumbency of officers, opinions of counsel and other documents as is
         consistent with those delivered by the Issuer pursuant to Section 3.01
         on the Closing Date or as the Administrative Agent shall have
         reasonably requested.

                  Section 5.05. MAINTAINING RECORDS; ACCESS TO PROPERTIES AND
INSPECTIONS. The Issuer will, and will cause each of its Restricted Subsidiaries
to, keep proper books of record and account in conformity with GAAP. The Issuer
will, and will cause each of its Restricted Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Holder to visit
and inspect the financial records and the properties of the Issuer and its
Restricted Subsidiaries at reasonable times, on reasonable notice and as often
as reasonably requested and to make extracts from and copies of such financial
records, and permit any representatives designated by the Administrative Agent
or any Holder to discuss the affairs, finances and condition of the Issuer and
its Restricted Subsidiaries with any Responsible Officer and the Accountants.

                  Section 5.06. COMPLIANCE WITH TERMS OF PRIVATE LICENSES. The
Issuer will, and will cause each of its Restricted Subsidiaries to make all
payments and otherwise perform all obligations in respect of all Private
Licenses to which the Issuer or any such Restricted Subsidiary is a party, keep
such Private Licenses in full force and effect and not allow such Private
Licenses to lapse or be terminated or any rights to renew such Private Licenses
to be forfeited or canceled, notify the Administrative Agent of any default by
any party with respect to such Private Licenses and cooperate with the
Administrative Agent in all respects to cure any such default and cause each
such Restricted Subsidiary to do so, except, in any case, where the failure to
do any of the foregoing, either individually or in the aggregate, has not had
and could not be reasonably expected (individually or in the aggregate) to have
a Material Adverse Effect.

                  Section 5.07. OBLIGATIONS AND TAXES. The Issuer will, and will
cause each of its Restricted Subsidiaries to, pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all material taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default, as well as all
lawful claims for labor, materials and supplies or otherwise that, if unpaid,
might give rise to a Lien upon such properties or any part thereof; PROVIDED
that such payment and discharge shall not be required with respect to any such
tax, assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings and the Issuer or
such Restricted Subsidiaries shall have set aside on its books adequate reserves
with respect thereto in

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                                      -58-


accordance with GAAP and such contest operates to suspend collection of the
contested obligation, tax, assessment or charge and enforcement of a Lien.

                  Section 5.08.  EMPLOYEE BENEFITS.  The Issuer will, and will
cause each of its Restricted Subsidiaries to:

                  (a) comply in all material respects with the applicable
         provisions of ERISA and the Code, except where non-compliance has not
         had and could not reasonably be expected (individually or in the
         aggregate) to have a Material Adverse Effect; and

                  (b) furnish to the Administrative Agent as soon as possible
         after, and in any event within 10 days after any Responsible Officer
         knows or has reason to know that, any ERISA Event has occurred that,
         alone or together with any other ERISA Event could reasonably be
         expected (individually or in the aggregate) to result in a Material
         Adverse Effect, a statement of a Financial Officer of the Issuer
         setting forth details as to such ERISA Event and the action, if any,
         that the Issuer proposes to take with respect thereto.

                  Section 5.09.  INSURANCE.  The Issuer will, and will cause
each of its Restricted Subsidiaries to:

                  (a) keep its insurable properties adequately insured at all
         times by financially sound and reputable insurers; maintain such other
         insurance, to such extent and against such risks, including fire and
         other risks insured against by extended coverage, as is customary with
         companies in the same or similar businesses operating in the same or
         similar locations, including public liability insurance against claims
         for personal injury or death or property damage occurring upon, in,
         about or in connection with the use of any properties owned, occupied
         or controlled by it; and maintain such other insurance as may be
         required by law;

                  (b) cause all such property damage policies to be endorsed or
         otherwise amended to include a "standard" lender's loss payable
         endorsement, in form and substance satisfactory to the Administrative
         Agent, which endorsement shall provide that, from and after the Closing
         Date, if the insurance carrier shall have received written notice from
         the Administrative Agent of the occurrence of an Event of Default, the
         insurance carrier shall pay all proceeds otherwise payable to the
         Issuer or any Restricted Subsidiary under such policies directly to the
         Administrative Agent; and deliver original or certified copies of all
         such policies to the Administrative Agent; and

                  (c) if any separate or additional property, casualty or
         "umbrella" insurance policy is known by a Responsible Officer to have
         been obtained by the Issuer or any other Restricted Subsidiary, notify
         the Administrative Agent thereof promptly, and promptly deliver to the
         Administrative Agent a duplicate original copy of such policy.

                  Section 5.10. FRANCHISES. The Issuer shall, and shall cause
each of the Restricted Subsidiaries to, continue to comply with the terms of all
Franchises to which it is subject, and shall do, and cause each of the
Restricted Subsidiaries to do, everything necessary or desirable to maintain the
Franchises in good standing, to prevent the termination or forfeiture of the
Franchises and to ensure that the Franchises are renewed upon their respective
times of expiry on

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<Page>

                                      -59-


at least as favorable terms as the terms on which they were or are originally
granted, except to the extent that any such failure to comply with the terms of
such Franchises, to maintain such Franchises or to prevent the termination or
forfeiture of such Franchises could not reasonably be expected (individually or
in the aggregate) to have a Material Adverse Effect. Notwithstanding the
foregoing, the obligations of the Issuer and the Restricted Subsidiaries with
respect to their compliance with the terms of the Franchises disclosed in
Schedule 4.01(u) shall be satisfied if the Issuer and its Restricted
Subsidiaries make commercially reasonable efforts to achieve compliance in all
material respects with such terms as soon as possible and continue such
compliance thereafter.

                  Section 5.11. LICENSES. The Issuer shall, and shall cause each
Restricted Subsidiary to, continue to comply with the terms of all Licenses to
which it is subject, and shall do, and cause each Restricted Subsidiary to do,
everything necessary or desirable to maintain the Licenses in good standing, to
prevent the termination or forfeiture of the Licenses and to ensure that the
Licenses are renewed upon their respective times of expiry on at least as
favorable terms as the terms on which they were or are originally granted,
except to the extent that any such failure to comply with the terms of such
Licenses, to maintain such Licenses or to prevent the termination or forfeiture
of such Licenses could not reasonably be expected (individually or in the
aggregate) to have a Material Adverse Effect. Notwithstanding the foregoing, the
obligations of the Issuer and its Restricted Subsidiaries with respect to their
compliance with the terms of the Licenses disclosed in Schedule 4.01(t) shall be
satisfied if the Issuer and its Restricted Subsidiaries make commercially
reasonable efforts to achieve compliance in all material respects with such
terms as soon as possible and continue such compliance thereafter.

                  Section 5.12. USE OF PROCEEDS. The Issuer will use the
proceeds of the Notes hereunder solely as permitted by Section 2.01(c) (in
compliance with all applicable legal and regulatory requirements, including
Regulations T, U and X and the Securities Act of 1933 and the Securities
Exchange Act of 1934 and the regulations thereunder); PROVIDED that neither the
Administrative Agent nor any Holder shall have any responsibility as to the use
of any of such proceeds.

                  Section 5.13. HEDGING AGREEMENTS. The Issuer will within 60
days of the Closing Date enter into, and thereafter maintain in full force and
effect for a period of not less than three years from the Closing Date, one or
more Hedging Agreements with one or more Holders (and/or with a bank or other
financial institution having capital, surplus and undivided profits of at least
$500,000,000), that effectively enables the Issuer (in a manner satisfactory to
the Required Holders) to protect itself against adverse fluctuations in the
three-month London interbank offered rates as to a notional principal amount
that, taking into account the aggregate outstanding principal amount of
Indebtedness of the Issuer and its Subsidiaries bearing a fixed rate of interest
from time to time, shall in the aggregate be at least equal to 50% of the
aggregate principal amount of the Indebtedness of the Issuer and its
Subsidiaries from time to time.

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<Page>

                                      -60-



                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Each Obligor covenants and agrees with each Holder that so
long as this Agreement shall remain in effect, until the principal of and
interest on each Note, all fees and all other expenses or amounts (other than
contingent indemnity obligations) payable under the Note Documents shall have
been paid in full, unless the Holders shall otherwise consent in writing in
accordance with the provisions of Section 10.01:

                  Section 6.01.  INDEBTEDNESS.

                  (a)  ISSUER.  The Issuer will not create, incur or suffer to
exist any Indebtedness or any Attributable Debt except:

                  (i)  Indebtedness to the Holders hereunder;

                  (ii) existing Indebtedness of the Issuer as listed on a
         schedule to be prepared after the Closing Date, the contents of which
         schedule shall be in form and substance satisfactory to each Purchaser;

                  (iii) Indebtedness of the Issuer to any Restricted Subsidiary,
         so long as the obligations of the Issuer to such Restricted Subsidiary
         in respect of such Indebtedness are subordinated to the Obligations of
         the Issuer hereunder and under the other Note Documents upon terms in
         form and substance, and pursuant to documentation, satisfactory to the
         Administrative Agent;

                  (iv) Indebtedness in respect of Hedging Agreements entered
         into in the ordinary course of the Issuer's financial planning to hedge
         or mitigate risks to which the Issuer or any Restricted Subsidiary is
         exposed in the conduct of its business or the management of its
         liabilities;

                  (v) Indebtedness of the Issuer (including Acquired
         Indebtedness and Capital Lease Obligations, mortgage financings and
         purchase money obligations) incurred for the purpose of financing all
         or any part of the cost of construction, engineering, acquisition,
         installation, development or improvement by the Issuer or any
         Restricted Subsidiary of any Telecommunications Assets of the Issuer or
         any Restricted Subsidiary and including any related notes, Guarantees,
         collateral documents, instruments and agreements executed in connection
         therewith, and any Attributable Debt of the Issuer arising out of a
         sale and leaseback transaction with respect to one or more Data Centers
         permitted under Section 6.04, PROVIDED that

                           (A) the aggregate principal amount of such
                  Indebtedness and Attributable Debt shall not exceed
                  $50,000,000 at any one time outstanding,

                           (B) except if such Indebtedness constitutes Vendor
                  Guarantee Indebtedness, the final maturity date of any such
                  Indebtedness or Attributable

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                  Debt shall not be earlier than six months after the latest
                  maturity of any of the Notes hereunder outstanding at the
                  time such Indebtedness or Attributable Debt is incurred,

                           (C) except if such Indebtedness constitutes Vendor
                  Guarantee Indebtedness, the Weighted Average Life to Maturity
                  of such Indebtedness or Attributable Debt shall not be earlier
                  than the Weighted Average Life to Maturity of the Notes (the
                  determination of such Weighted Average Lives to Maturity to be
                  made by the Administrative Agent) and

                           (D) the agreements and other instruments relating to
                  such Indebtedness or Attributable Debt shall not in any way
                  restrict the payment or redemption of principal or interest on
                  the Notes, or other amounts owing hereunder, the granting of
                  Liens on property of the Issuer or any of its Subsidiaries to
                  secure the obligations of the Issuer hereunder, the Guarantee
                  by any of the Subsidiaries of the Issuer of any of the
                  obligations of the Issuer hereunder, or the execution or
                  delivery of any modification, waiver or consent entered into
                  in connection with any of the Note Documents;

                  (vi) Indebtedness of the Issuer incurred in the ordinary
         course of business in accordance with customary industry practices in
         respect of letters of credit and performance bonds in amounts and for
         the purposes customary in the Issuer's industry (so long as no such
         performance bonds or letters of credit support Indebtedness);

                  (vii) Indebtedness arising in connection with the pledge by
         the Issuer of its Equity Interest in any Unrestricted Subsidiary to
         secure Indebtedness of such Unrestricted Subsidiary, so long as the
         obligations of the Issuer in respect of such Indebtedness is limited in
         recourse to such Equity Interest;

                  (viii) Permitted Refinancing Indebtedness in exchange for, or
         the net proceeds of which are used to refund, refinance or replace,
         Indebtedness (other than intercompany Indebtedness) that is permitted
         under clauses (ii) or (v) of this Section 6.01(a), PROVIDED that any
         refinancing, renewal, replacement, defeasance or refunding of the
         Senior Notes shall contain covenants, defaults, mandatory redemption
         provisions and other terms (including maturity) no less favorable in
         any respect (from the standpoint of the Issuer) than the Issuer's 10%
         Senior Notes due 2009;

                  (ix) Indebtedness of the Issuer under the Verizon Debt
         Agreement in an aggregate principal amount up to but not exceeding
         $50,000,000; and

                  (x) additional unsecured Indebtedness so long as (A) after
         giving effect to the incurrence of such Indebtedness, the Issuer shall
         be in compliance with Section 6.13 (the determination of such
         compliance to be calculated on a pro forma basis (x) as at the end of
         and for the period of four fiscal quarters most recently ended prior to
         the date of such incurrence for which financial statements of the
         Issuer and its Restricted Subsidiaries are available and (y) on a
         projected basis until the date six months after the Maturity Date
         (using assumptions that the Issuer in good faith believes are fair,
         accurate and reasonable

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                                      -62-


         at the time, and in which assumptions the Administrative Agent
         concurs), in each case under the assumption that such incurrence
         occurred at the beginning of the applicable period, and under the
         assumption that interest for such period had been or will be equal
         to the interest expected to accrue during the term of such
         Indebtedness) and, in the event that the aggregate amount of such
         Indebtedness shall exceed $5,000,000, the Issuer shall have
         delivered to the Administrative Agent a certificate of a Financial
         Officer showing calculations in reasonable detail to demonstrate
         compliance with this subclause (x) and (B) such Indebtedness shall
         not contain covenants, defaults, mandatory redemption provisions and
         other terms (including maturity) less favorable in any respect (from
         the standpoint of the Issuer) than the Issuer's 10% Senior Notes due
         2009.

                  (b) RESTRICTED SUBSIDIARIES. None of the Obligors (other than
the Issuer, as to which the provisions of Section 6.01(a) shall be applicable)
will, nor will it cause or permit any Restricted Subsidiary to, create, incur or
suffer to exist any Indebtedness except:

                  (i)  Indebtedness to the Holders hereunder;

                  (ii)  Indebtedness of the Restricted Subsidiaries existing on
         the date hereof as set forth on Schedule 6.01;

                  (iii) Indebtedness of any Restricted Subsidiary to the Issuer
         or any other Restricted Subsidiary, so long as the obligations in
         respect of such Indebtedness of any Obligor to any Restricted
         Subsidiary not an Obligor are subordinated to the Obligations of such
         Obligor hereunder and under the other Note Documents upon terms in form
         and substance, and pursuant to documentation, satisfactory to the
         Administrative Agent;

                  (iv) Indebtedness of Foreign Subsidiaries (including Acquired
         Indebtedness and Capital Lease Obligations, mortgage financings and
         purchase money obligations) incurred for the purpose of financing all
         or any part of the cost of construction, engineering, acquisition,
         installation, development or improvement by such Foreign Subsidiary or
         any of its Restricted Subsidiaries of any Telecommunications Assets of
         such Foreign Subsidiary or any of its Restricted Subsidiaries and
         including any related notes, Guarantees, collateral documents,
         instruments and agreements executed in connection therewith, PROVIDED
         that the aggregate principal amount thereof shall not exceed
         $25,000,000 and any one time outstanding;

                  (v) Indebtedness of Foreign Subsidiaries incurred in the
         ordinary course of business in accordance with customary industry
         practices in respect of letters of credit and performance bonds in
         amounts and for the purposes customary in the Issuer's industry (so
         long as no such performance bonds or letters of credit support
         Indebtedness);

                  (vi) Indebtedness arising in connection with the pledge by any
         Restricted Subsidiary of its Equity Interest in any Unrestricted
         Subsidiary to secure Indebtedness of such Unrestricted Subsidiary, so
         long as the obligations of such Restricted Subsidiary in respect of
         such Indebtedness is limited in recourse to such Equity Interest;

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                  (vii) Permitted Refinancing Indebtedness in exchange for, or
         the net proceeds of which are used to refund, refinance or replace,
         Indebtedness (other than intercompany Indebtedness) that is permitted
         under clauses (ii) or (iv) of this Section 6.01(b);

                  (viii) Indebtedness of one or more Restricted Subsidiaries
         under the Vendor Agreements, PROVIDED that (x) the aggregate principal
         amount of such Indebtedness shall not exceed $485,000,000 and (y) none
         of such Indebtedness shall be entitled to the benefits of any Lien
         except pursuant to the Junior Security Documents (or except as
         expressly permitted by the Junior Intercreditor and Collateral Agency
         Agreement);

                  (ix) additional Indebtedness of one or more Restricted
         Subsidiaries in respect of vendor financing for the engineering,
         construction, installation, acquisition, development or improvement of
         Telecommunications Assets up to but not exceeding $15,000,000 at any
         one time outstanding; and

                  (x) additional unsecured Indebtedness of Foreign Subsidiaries
in an aggregate amount not to exceed $50,000,000 (or the equivalent thereof in
foreign currency).

                  Section 6.02. LIENS. None of the Obligors will, nor will it
cause or permit any Restricted Subsidiary to create, incur, assume or permit to
exist any Lien on any property or assets (including stock or other securities of
any Person, including any Subsidiary of the Issuer) now owned or hereafter
acquired by it or on any income or revenues or rights in respect of thereof,
except:

                  (a) Liens created pursuant to the Senior Security Documents
         and the Junior Security Documents (or expressly permitted by the
         Junior Intercreditor and Collateral Agency Agreement);

                  (b) Liens existing on the date hereof listed on a schedule to
         be prepared after the date hereof and on or before the Closing Date,
         the contents of which schedule shall be in form and substance
         satisfactory to each Purchaser;

                  (c) Liens imposed by any Governmental Authority for taxes,
         assessments or charges not yet due or that are being contested in good
         faith and by appropriate proceedings if adequate reserves with respect
         thereto are maintained on the books of the Issuer or the affected
         Restricted Subsidiaries, as the case may be, in accordance with GAAP,
         so long as forfeiture of all or any part of the property or assets of
         any Person which is subject to such Lien, does not result from the
         failure to pay such taxes, assessments or governmental charges or
         levies during the period of such contest;

                  (d) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business that are not overdue for a period of more than 30 days or that
         are being contested in good faith and by appropriate proceedings so
         long as the aggregate amount of all such Liens shall not at no time
         exceed $5,000,000;

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                  (e) pledges or deposits under worker's compensation,
         employment insurance and other social security legislation, by reason
         only of an Obligor's deferred right to pay such amount, but which such
         Obligor is paying as such amount becomes due;

                  (f) cash deposits to secure the performance of bids, trade
         contracts (other than for Indebtedness), leases, statutory obligations,
         surety and appeal bonds, performance bonds, letters of credit, and
         other obligations of a like nature incurred in the ordinary course of
         business, PROVIDED that in the case of performance bonds and letters of
         credit the obligations in respect thereof are permitted under Section
         6.01(a)(vi) or Section 6.01(b)(v), as applicable;

                  (g) easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business and
         encumbrances consisting of zoning restrictions, easements, licenses,
         restrictions on the use of property or minor imperfections in title
         thereto that, in the aggregate, are not material in amount, and that do
         not in any case materially detract from the value of the property
         subject thereto or interfere with the ordinary conduct of the business
         of the Issuer or any of its Subsidiaries; and

                  (h) Liens securing Indebtedness permitted under Section
         6.01(a)(v) and (ix) and 6.01(b)(iv), so long as such Liens cover only
         the assets engineered, constructed, installed, acquired, developed or
         improved with such Indebtedness;

                  (i) Liens arising out of judgments or awards (other than any
         judgment that is described in clause (j) of Article VII which
         constitutes an Event of Default thereunder) in respect of which the
         Issuer shall in good faith be prosecuting an appeal or proceedings for
         review and in respect of which it shall have secured a subsisting stay
         of execution pending such appeal or proceedings for review, PROVIDED
         the Issuer shall have set aside on its books adequate reserves, in
         accordance with GAAP, with respect to such judgment or award;

                  (j) Liens arising from Uniform Commercial Code or financing
         statements and similar documents filed on a precautionary basis in
         respect of operating leases intended by the parties to be true leases
         (other than any such leases entered into in violation of this
         Agreement);

                  (k) Liens consisting of the pledge by the Issuer or any
         Restricted Subsidiary of its Equity Interest in any Unrestricted
         Subsidiary securing Indebtedness permitted under Section 6.01(a)(vii)
         and 6.01(b)(vi);

                  (l)  Liens in favor of the Issuer or any Obligor;

                  (m) Liens to secure any extension, renewal, refinancing or
         refunding (or successive extensions, renewals, refinancings or
         refundings), in whole or in part, of any Indebtedness secured by Liens
         referred to in the foregoing clauses (b) and (h), PROVIDED that such
         Liens do not extend to any other property of the Issuer or any
         Restricted Subsidiary and the principal amount of the Indebtedness
         secured by such Lien is not increased;

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                  (n) Liens securing Indebtedness permitted under Section
6.01(b)(ix), PROVIDED that each such Lien covers only the assets engineered,
constructed, installed, acquired, developed or improved with the proceeds of
such Indebtedness and does not cover any other assets of the Issuer or its
Restricted Subsidiaries;

                  (o)  any interest or title of a lessor in the property
subject to any lease other than in respect of a Capital Lease Obligation;

                  (p) lease or subleases granted in the ordinary course of
business to others that do not materially interfere with the business of the
Issuer and its Restricted Subsidiaries;

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

                  (r) additional Liens on property to secure Indebtedness so
long as the aggregate principal amount of such Indebtedness to which any
Obligors are subject does not at any time exceed $1,000,000.

                  Section 6.03.  UNRESTRICTED SUBSIDIARIES.  The Issuer shall
not designate any Subsidiary as an "Unrestricted Subsidiary" unless:

                  (a) such Subsidiary has no Indebtedness other than
         Indebtedness (i) as to which neither the Issuer nor any Restricted
         Subsidiary (A) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute
         Indebtedness) or (B) is directly or indirectly liable as a guarantor or
         otherwise, and (ii) no default with respect to which (including any
         rights that the holders thereof may have to take enforcement action
         against an Unrestricted Subsidiary) would permit (upon notice, lapse of
         time or both) any holder of any other Indebtedness of the Issuer or any
         Restricted Subsidiary to declare a default on such other Indebtedness
         or cause the payment thereof to be accelerated or payable prior to its
         stated maturity;

                  (b) such Subsidiary is a Person with respect to which neither
         the Issuer nor any Restricted Subsidiary has any direct or indirect
         obligation to maintain or preserve such Person's financial condition or
         to cause such Person to achieve any specified levels of operating
         results;

                  (c)  such Subsidiary has not Guaranteed or otherwise directly
         or indirectly provided credit support for any Indebtedness of the
         Issuer or any Restricted Subsidiary; and

                  (d) at the time thereof and after giving effect thereto, no
         Default or Event of Default shall have occurred or be continuing.

                  Any designation of a Restricted Subsidiary as an Unrestricted
Subsidiary pursuant to this Section 6.03 shall constitute an Investment in such
Unrestricted Subsidiary in an amount equal to the aggregate amount of the
Investments (determined in accordance with the penultimate paragraph of Section
6.05(a)) by the Issuer and its Restricted Subsidiaries in such Unrestricted
Subsidiary at the time of such designation.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -66-


                  Any designation of a Subsidiary of the Issuer as an
Unrestricted Subsidiary shall be evidenced to the Administrative Agent by filing
with the Administrative Agent a certified copy of a resolution of the board of
directors of the Issuer giving effect to such designation and a certificate of a
Financial Officer of the Issuer certifying that such designation complied with
the preceding conditions and is permitted by Section 6.05. If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding conditions (other than
clause (d)), it shall immediately cease to be an Unrestricted Subsidiary for the
purposes hereof and any Indebtedness of such Subsidiary shall be deemed to be
incurred by a Restricted Subsidiary of the Issuer as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under Section 6.01,
the Issuer shall be in default of such covenant.

                  The board of directors of the Issuer may at any time designate
an Unrestricted Subsidiary to be a Restricted Subsidiary, PROVIDED that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and
such designation shall only be permitted if (i) after giving effect to such
deemed incurrence of Indebtedness, the Issuer shall be in compliance with
Section 6.13 calculated on a pro forma basis (using assumptions that the Issuer
in good faith believes are fair, accurate and reasonable at the time, and in
which assumptions the Administrative Agent concurs) as if such designation had
occurred at the beginning of the relevant fiscal period and (ii) no Default or
Event of Default would occur or be continuing following such designation, and
PROVIDED FURTHER that no such designation shall be permitted with respect to any
Unrestricted Subsidiary that has consummated an Acquisition unless the
requirements of Section 6.06(b) would have been satisfied with respect to such
Acquisition as if it had been consummated by a Restricted Subsidiary.

                  Section 6.04. SALE AND LEASE-BACK TRANSACTIONS. None of the
Obligors will, nor will it cause or permit any Restricted Subsidiary to, enter
into any arrangement, directly or indirectly, with any Person whereby it shall
sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred, PROVIDED that the
Issuer may enter into any such arrangement with respect to one or more Data
Centers to the extent that the Indebtedness or Attributable Debt arising in
connection therewith is permitted under Section 6.01(a)(v).

                  Section 6.05.  INVESTMENTS AND CONTINGENT INVESTMENTS.

                  (a) INVESTMENTS. None of the Obligors will, nor will it cause
or permit any Restricted Subsidiary to make or permit to remain outstanding any
Investments, except:

                  (i)  Investments outstanding on the date hereof and
identified in Schedule 6.05;

                  (ii) cash and Cash Equivalents, PROVIDED that all such cash
         and Cash Equivalents of the Obligors (other than up to $1,000,000 that
         may be held in operating deposit accounts) is held in the Collateral
         Accounts under and as defined in the Senior Security Agreement;

                  (iii) Investments by (w) any Restricted Subsidiary that is not
         an Obligor in any other Restricted Subsidiary that is not an Obligor,
         (x) any Obligor in any other Obligor,

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -67-


         (y) any Obligor in a Restricted Subsidiary that is not an Obligor,
         PROVIDED that the aggregate amount of such Investments made after
         the date hereof either in Foreign Subsidiaries, or in Subsidiaries
         that are not Wholly Owned Subsidiaries, and that are outstanding on
         any date (excluding Investments referred to in clause (iv) below)
         shall not exceed $120,000,000, shall be made in the form of loans by
         an Obligor to such Foreign Subsidiary or other Wholly Owned
         Subsidiary (except that to the extent necessary to avoid material
         adverse tax consequences such Investments may be made in the form of
         equity) and shall be made in connection with the working capital
         needs of such Foreign Subsidiary or other Wholly Owned Subsidiary in
         the ordinary course of business and (z) any Restricted Subsidiary
         that is not an Obligor in any Obligor;

                  (iv) Investments by the Obligors in Metromedia Fiber Network
         (Bermuda) Ltd., a Bermuda company and a Wholly Owned Restricted
         Subsidiary, required under the consortium arrangements for the undersea
         cables of TAT-14, APCN-2 and Japan-US Cable Network of which Metromedia
         Fiber Network (Bermuda) Ltd. is a member, in an aggregate amount (x)
         not to exceed $60,000,000 during the period commencing on the date
         hereof through and including December 31, 2001 and (y) not to exceed
         $70,000,000 during the period commencing on the date hereof through and
         including December 31, 2002;

                  (v)  Investments by the Issuer and its Restricted
         Subsidiaries constituting Acquisitions permitted under Section 6.06(b);

                  (vi) extensions of trade credit having a term not exceeding 90
         days arising in the ordinary course of business (including receivables
         owing to the Issuer and its Restricted Subsidiaries that arise in the
         ordinary course of business and are payable or dischargeable in
         accordance with customary trade terms) or Investments in the securities
         of trade creditors or customers received pursuant to any plan of
         reorganization or similar arrangement upon the bankruptcy or insolvency
         or such trade creditors or customers;

                  (vii) Investments consisting of security deposits with
         utilities and other like Persons made in the ordinary course of
         business;

                  (viii) Guarantees arising in connection with the pledge by the
         Issuer or any Restricted Subsidiary of its Equity Interest in any
         Unrestricted Subsidiary to secure Indebtedness of such Unrestricted
         Subsidiary, so long as the obligations of the Issuer and its Restricted
         Subsidiaries in respect of such Guarantee is limited in recourse to
         such Equity Interest; and

                  (ix) additional Investments (including loans and advances to
         employees of the Issuer and its Restricted Subsidiaries for travel,
         entertainment and relocation expenses in the ordinary course of their
         business), PROVIDED that the aggregate amount of such Investments made
         after the date hereof outstanding on any date shall not exceed the sum
         of $1,000,000.

                  For purposes of clauses (iii) and (ix) of this Section
6.05(a), the aggregate amount of an Investment at any time shall be deemed to be
equal to (A) the aggregate amount of cash,

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -68-


together with the aggregate fair market value of property, loaned, advanced,
contributed, transferred or otherwise invested that gives rise to such
Investment MINUS (B) the aggregate amount of dividends, distributions or other
payments received in cash in respect of such Investment; the amount of an
Investment shall not in any event be reduced by reason of any write-off of such
Investment nor increased by any increase in the amount of earnings retained in
the Person in which such Investment is made that have not been dividended,
distributed or otherwise paid out.

                  As provided in Section 6.03, any designation of a Restricted
Subsidiary as an Unrestricted Subsidiary pursuant to Section 6.03 shall
constitute an Investment in such Unrestricted Subsidiary in an amount equal to
the aggregate amount of the Investments (determined in accordance with the
immediately preceding paragraph) by the Issuer and its Restricted Subsidiaries
in such Unrestricted Subsidiary at the time of such designation.

                  (b) CONTINGENT INVESTMENTS. None of the Obligors will, nor
will it permit any Restricted Subsidiary to, directly or indirectly, enter into,
incur or permit to exist any agreement or other arrangement that requires or may
require, whether at the time of entering into such agreement or arrangement,
whether contingently or otherwise, any Investment, unless, at the time such
Obligor or Restricted Subsidiary enters into such agreement or arrangement, such
Investment (treating as Investments all other then-outstanding commitments to
make Investments) would have been permitted under Section 6.05(a).

                  Section 6.06.  MERGERS, CONSOLIDATIONS, ASSETS SALES AND
ACQUISITIONS.

                  (a) MERGERS, CONSOLIDATIONS AND ASSETS SALES. None of the
Obligors will, nor will it cause or permit any Restricted Subsidiary to, merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or conduct any Asset Sale of (in one transaction or
in a series of transactions) of all or any part of its assets (whether now owned
or hereafter acquired) if, after giving effect thereto, the aggregate net book
value of the assets sold after the date hereof shall exceed in the aggregate 10%
of Net Tangible Assets, except that:

                  (i) if at the time thereof and immediately after giving effect
         thereto no Event of Default or Default shall have occurred and be
         continuing (A) any Restricted Subsidiary of the Issuer may merge into
         the Issuer in a transaction in which the Issuer is the surviving
         corporation; and (B) any Restricted Subsidiary of the Issuer may merge
         into or consolidate with any other Restricted Subsidiary of the Issuer
         in a transaction in which (x) the surviving entity is a Restricted
         Subsidiary of the Issuer, (y) any consideration paid to any Person
         other than the Issuer or a Wholly Owned Restricted Subsidiary in
         connection therewith shall constitute a Restricted Payment permitted
         under Section 6.07, (z) if any such transaction shall be between a
         Guarantor and a Restricted Subsidiary that is not a Guarantor, and such
         Guarantor is not the continuing or surviving corporation, then the
         continuing or surviving corporation shall have assumed all of the
         obligations of such Guarantor hereunder and under the other Note
         Documents, PROVIDED that a Wholly Owned Subsidiary of the Issuer may
         only merge or consolidate with another Wholly Owned Subsidiary of the
         Issuer;

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -69-


                 (ii) the Issuer or any Restricted Subsidiary of the Issuer may
         sell, lease, transfer or otherwise dispose of any or all of its
         property (upon voluntary liquidation or otherwise) to the Issuer or a
         Restricted Subsidiary of the Issuer, PROVIDED that (A) if any such sale
         is by an Obligor to a Restricted Subsidiary of the Issuer that is not a
         Guarantor, then such Restricted Subsidiary shall have become a
         Guarantor hereunder and under the other Note Documents in accordance
         with the provisions of Section 5.04 and (B) a Wholly Owned Subsidiary
         of the Issuer may only transfer assets to another Wholly Owned
         Subsidiary of the Issuer; and

                 (iii) the Issuer and its Restricted Subsidiaries may consummate
         any merger or consolidation that constitutes an Acquisition
         permitted under Section 6.06(b).

                  (b) ACQUISITIONS. None of the Obligors will, nor will it cause
or permit any of its Restricted Subsidiaries to, acquire any business, and the
related assets, of any other Person (whether by way of purchase of assets or
stock, by merger or consolidation or otherwise), unless:

                  (i) the aggregate Purchase Price of all such Acquisitions
         (other than any such Acquisition where the sole consideration consists
         of Capital Stock (other than Disqualified Stock) of the Issuer) shall
         not, as at any date, exceed the sum of $2,000,000 PLUS the aggregate
         amount of Capital Stock (other than Disqualified Stock) issued in
         connection with such Acquisition;

                  (ii) each such Acquisition by the Issuer or any Restricted
         Subsidiary (if by purchase of assets, merger or consolidation) shall be
         effected in such manner so that the acquired business, and the related
         assets, are owned either by the Issuer or a Wholly Owned Restricted
         Subsidiary of the Issuer and, if effected by merger or consolidation
         involving the Issuer, the Issuer shall be the continuing or surviving
         entity and, if effected by merger or consolidation involving a Wholly
         Owned Restricted Subsidiary of the Issuer, the continuing or surviving
         entity shall be a Wholly Owned Restricted Subsidiary of the Issuer;

                  (iii) each such Acquisition by the Issuer or any Restricted
         Subsidiary (if by purchase of stock) shall be effected in such manner
         so that the acquired entity becomes a Wholly Owned Restricted
         Subsidiary of the Issuer;

                  (iv) after giving effect to each such Acquisition by the
         Issuer or any Restricted Subsidiary, the Issuer shall be in compliance
         with Section 6.13 (the determination of such compliance to be
         calculated on a pro forma basis, using assumptions that the Issuer in
         good faith believes are fair, accurate and reasonable at the time, and
         in which assumptions the Administrative Agent concurs) (A) as at the
         end of and for the period of four fiscal quarters most recently ended
         prior to the date of such Acquisition for which financial statements of
         the Issuer and its Restricted Subsidiaries are available and (B) on a
         projected basis until the date six months after the Maturity Date
         (using assumptions that the Issuer in good faith believes are fair,
         accurate and reasonable at the time, and in which assumptions the
         Administrative Agent concurs), in each case under the assumption that
         such Acquisition shall have occurred, and any Indebtedness in
         connection therewith shall have been incurred, at the beginning of the
         applicable period, and under the

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -70-


         assumption that interest for such period had been or will be equal
         to the actual weighted average interest rate in effect for the Notes
         hereunder on the date of such Acquisition) and, in the event that
         the aggregate consideration in respect of such Acquisition shall
         exceed $5,000,000, the Issuer shall have delivered to the
         Administrative Agent a certificate of a Financial Officer showing
         calculations in reasonable detail to demonstrate compliance with
         this subclause (iv);

                 (v) each such Acquisition is consummated with the consent of
         the board of directors (or the equivalent entity) of the Person being
         acquired; and

                 (vi) immediately prior to each such Acquisition and after
         giving effect thereto, no Default or Event of Default shall have
         occurred and be continuing.

                  Section 6.07.  RESTRICTED PAYMENTS.  None of the Obligors
will, nor will it cause or permit any Restricted Subsidiary to:

                 (a) declare or pay, directly or indirectly, any dividend or
         make any other distribution (by reduction of capital or otherwise),
         whether in cash, property, securities or a combination thereof, with
         respect to any shares of its Capital Stock (including through the
         payment to any Person other than the Issuer or a Wholly Owned
         Restricted Subsidiary in connection with a transaction described in
         Section 6.06(a)(i)) or directly or indirectly redeem, purchase, retire
         or otherwise acquire for value (or permit any Restricted Subsidiary to
         purchase or acquire) any shares of any class of its Capital Stock or
         set aside any amount for any such purpose (any such payment, a
         "RESTRICTED PAYMENT"); PROVIDED that any Subsidiary of the Issuer may
         declare and make Restricted Payments to any Obligor; and

                  (b) issue any stock, membership or partnership or other Equity
         Interest to any Person unless (i) after giving effect to such issuance,
         the Issuer shall be in compliance with Section 6.13 (determined on a
         pro forma basis, using assumptions that the Issuer in good faith
         believes are fair, accurate and reasonable at the time, and in which
         assumptions the Administrative Agent concurs); (ii) after giving effect
         to such issuance no other Default or Event of Default shall have
         occurred and be continuing; and (iii) in the case of any such issuance
         by a Restricted Subsidiary, the percentage of the issued and
         outstanding shares of Capital Stock of such Restricted Subsidiary owned
         by the Issuer and its other Restricted Subsidiaries after giving effect
         to such issuance shall be greater than or equal to such percentage
         owned by the Issuer and its Restricted Subsidiaries immediately prior
         to such issuance;

PROVIDED that the foregoing shall not prohibit:

                  (i)  the issuance by the Issuer of any additional Capital
         Stock (other than Disqualified Stock);

                  (ii) the redemption, repurchase, retirement, defeasance or
         other acquisition of any Capital Stock of the Issuer in exchange for,
         or out of the proceeds of the substantially concurrent sale (other than
         to a Subsidiary of the Issuer) of Capital Stock of the Issuer (other
         than Disqualified Stock);

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -71-


                  (iii) the repurchase, redemption or other acquisition or
         retirement for value of any Capital Stock of the Issuer pursuant to any
         management or equity subscription agreement or stock option agreement
         and the repurchase of Capital Stock of the Issuer from employees,
         officers or directors of the Issuer or their authorized representatives
         upon the death, disability or termination of employment of such
         officers, directors and employees in an aggregate amount not to exceed
         $5,000,000 during the term of this Agreement (or $1,500,000 through
         December 31, 2002) PLUS (x) the aggregate cash proceeds from any
         issuance during such calendar year of Capital Stock by the Issuer to
         employees, officers or directors of the Issuer and its Restricted
         Subsidiaries and (y) the aggregate cash proceeds received by the Issuer
         or any Restricted Subsidiary from any payments on life insurance
         policies in which the Issuer or any Restricted Subsidiary is the
         beneficiary with respect to any employees, officers or directors of the
         Issuer or any Restricted Subsidiary which proceeds are used to purchase
         Capital Stock of the Issuer held by such employees, officers or
         directors;

                  (iv) pro rata dividends or other distributions made by a
         Restricted Subsidiary of the Issuer to minority stockholders (or owners
         of an equivalent interest in the case of a Restricted Subsidiary that
         is not a corporation);

                  (v) the repurchase of Capital Stock of the Issuer deemed to
         occur upon the exercise of stock options if such Capital Stock
         represents a portion of the exercise price thereof; and

                  (vi) the payment of any dividends in respect of any class of
         Capital Stock of the Issuer through the issuance of additional
         shares of such class of Capital Stock.

                  Section 6.08. RESTRICTIVE AGREEMENTS. None of the Obligors
will, nor will it permit any Restricted Subsidiary to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the Issuer
or any Restricted Subsidiary to create, incur or permit to exist any Lien upon
any of its property or assets or (b) the ability of any Restricted Subsidiary to
pay dividends or other distributions with respect to any shares of its Capital
Stock or to make or repay loans or advances to the Issuer or any other
Restricted Subsidiary or to Guarantee Indebtedness of the Issuer or any other
Restricted Subsidiary; PROVIDED that:

                  (i) the foregoing shall not apply to (1) restrictions in
         effect on the date hereof and set forth on a Schedule to be prepared
         after the date hereof and on or before the Closing Date, the contents
         of which schedule shall be in form and substance satisfactory to each
         Purchaser; (2) restrictions and conditions imposed by law or by this
         Agreement or any other Note Document; (3) customary restrictions and
         conditions contained in agreements relating to the sale of a Subsidiary
         pending such sale, PROVIDED such restrictions and conditions apply only
         to the Subsidiary that is to be sold and such sale is permitted
         hereunder; (4) restrictions set forth in any instrument pursuant to
         which Indebtedness permitted under Section 6.01(a)(x) is incurred so
         long, as provided therein, such Indebtedness does not contain
         covenants, defaults, mandatory redemption provisions and other terms
         less favorable in any respect (from the standpoint of the Issuer) than
         the Issuer's 10% Senior Notes due 2009, (5) restrictions set forth in
         any instrument pursuant to which Permitted Refinancing Indebtedness
         shall be issued, PROVIDED that the

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -72-


         restrictions contained in such instruments are no more restrictive,
         taken as a whole, than those contained in the agreements governing
         the Indebtedness being refinanced; (6) customary limitations on the
         disposition or distribution of assets or property in joint venture
         agreements and other similar agreements entered into in the ordinary
         course of business; and (7) restrictions on cash or other deposits
         or net worth imposed by customers under contracts entered into in
         the ordinary course of business; and

                  (ii) clause (a) of the foregoing shall not apply to (1)
         restrictions or conditions imposed by any agreement relating to secured
         Indebtedness permitted by this Agreement if such restrictions or
         conditions apply only to the property or assets securing such
         Indebtedness; (2) customary non-assignment provisions restricting
         subletting or assignment in leases or other agreements entered into in
         the ordinary course of business and consistent with past practices; and
         (3) purchase money obligations for property acquired in the ordinary
         course of business that impose restrictions on the transfer of such
         property to the Issuer or any Restricted Subsidiary.

                  Section 6.09. REPAYMENT OF INDEBTEDNESS. None of the Obligors
will purchase, redeem, retire or otherwise acquire for value, or set apart any
money for a sinking, defeasance or other analogous fund for the purchase,
redemption, retirement or other acquisition of, or make any voluntary payment or
prepayment or redemption of the principal of or interest on, or any other amount
owing in respect of, any Indebtedness, except for (a) regularly scheduled
payments, prepayments or redemptions of principal and interest in respect
thereof required pursuant to the instruments evidencing such Indebtedness and
(b) the refinancing of any Indebtedness permitted under Section 6.01.

                  Section 6.10. TRANSACTIONS WITH AFFILIATES. Except as herein
otherwise expressly provided, the Issuer will not, nor will it permit any of its
Restricted Subsidiaries to, sell, lease or otherwise transfer any property or
assets to, or purchase, lease or otherwise acquire any property or assets from,
or otherwise engage in any other transactions with, any of its Affiliates,
except (a) transactions in the ordinary course of business at prices and on
terms and conditions not less favorable to the Issuer or such Restricted
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, (b) transactions between or among the Issuer and its Restricted
Subsidiaries not involving any other Affiliate and (c) transactions pursuant to
the Management Agreement dated as of January 2, 1998 between the Issuer and
Metromedia Company, as said Management Agreement shall be amended from time to
time, so long as (i) no such amendment shall result in the terms and conditions
of such Management Agreement being less favorable to the Issuer and its
Subsidiaries than could be obtained on an arm's-length basis from unrelated
third parties and (ii) such amendment shall have been approved by a majority of
the disinterested directors of the Issuer.

                  Notwithstanding the foregoing, in the case of any transaction
described in clauses (a) through (d) of the preceding paragraph involving
aggregate consideration in excess of $10,000,000, the Issuer shall obtain and
deliver a copy to the Administrative Agent (with sufficient copies thereof to be
delivered by the Administrative Agent to the Holders) of a favorable written
opinion from an accounting, appraisal or investment banking firm of national
standing as to the fairness to the Issuer of such transaction from a financial
point of view.

                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -73-


                  Section 6.11. LINES OF BUSINESS. None of the Obligors will,
nor will it cause or permit any of its Subsidiaries to engage to any extent in
any business other than a Telecommunications Business and business activities
reasonably incidental thereto in the sixty-seven (67) fiber markets, and
twenty-six (26) ISX markets, identified by the Issuer in the business plan dated
as of September 2, 2001, or to make any Investment, Acquisitions or Capital
Expenditures in any market other than such fiber and ISX markets.

                  Section 6.12. MODIFICATIONS TO CERTAIN AGREEMENTS. None of the
Obligors will, nor will it cause or permit any Restricted Subsidiary to permit
any waiver, supplement, modification, amendment, termination or release of (i)
the Senior Notes (or any indenture relating thereto), (ii) the Nortel Agreement,
(iii) the Verizon Debt Agreement and the Verizon Agreement, if, in the case of
any modification to the Verizon Agreement, the same would result in (or would
reasonably be expected to result in) the reduction of the aggregate amounts
payable under the Verizon Agreement to the Issuer and its Restricted
Subsidiaries during calendar years 2001 and 2002 by more than 10% in either of
such years or (iv) any other Material Agreement, or its articles, charter or
by-laws, in each case to the extent that any such waiver, supplement,
modification, amendment, termination or release under this clause (iv) could
reasonably be expected (individually or in the aggregate) to have a Material
Adverse Effect. Without limiting the generality of the foregoing, the Issuer
will not issue any shares of Disqualified Stock.

                  Section 6.13.  FINANCIAL COVENANTS.

                  (a) MAXIMUM CAPITALIZATION RATIOS. The Issuer will not permit
the ratio (expressed as a percentage) of (i) Total Indebtedness to Total Capital
to at any time prior to March 30, 2003 to exceed 55% or (ii) Total Senior
Indebtedness to Total Capital at any time prior to March 30, 2003 to exceed 9%.

                  (b) SENIOR INDEBTEDNESS TO FIXED ASSETS. The Issuer will not
permit the ratio (expressed as a percentage) of (i) Total Senior Indebtedness at
any date during any period set forth below to (ii) the aggregate amount of net
property, plant and equipment carried on the consolidated balance sheet of the
Issuer and its Restricted Subsidiaries as at the last day of the fiscal quarter
ending on or prior to March 30, 2003 to be greater than 13.5%.

                  (c) MINIMUM REVENUES. The Issuer will not permit the aggregate
amount of Revenues of the Issuer and its Restricted Subsidiaries for any period
of four fiscal quarters ending on any date set forth below to be less than the
amount set forth below opposite such date:

                           DATE                         MINIMUM NUMBER
                           ----                         --------------

                    September 30, 2001                   $310,000,000
                    December 31, 2001                    $320,000,000
                    March 31, 2002                       $355,000,000
                    June 30, 2002                        $380,000,000
                    September 30, 2002                   $435,000,000
                    December 31, 2002                    $510,000,000


                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -74-


                  (d) MINIMUM ADJUSTED EBITDA. The Issuer will not permit the
aggregate Adjusted EBITDA for any period of four fiscal quarters ending on any
date set forth below to be greater in absolute amount (if the requirement set
forth below is negative) or less than the absolute amount (if the requirement
set forth below is positive) set forth below opposite such date:

                           DATE                         MINIMUM NUMBER
                           ----                         --------------

                    September 30, 2001                    $51,000,000
                    December 31, 2001                     $10,000,000
                    March 31, 2002                       $110,000,000
                    June 30, 2002                        $225,000,000
                    September 30, 2002                   $320,000,000
                    December 31, 2002                    $375,000,000

                  (e) MAXIMUM TOTAL LEVERAGE AND TOTAL SENIOR LEVERAGE RATIOS.
The Issuer will not permit the Total Leverage Ratio or Total Senior Leverage
Ratio at any time during any period set forth below to exceed the respective
ratio set forth below opposite such period:

<Table>
<Caption>
                                                                     TOTAL                 TOTAL SENIOR
                        PERIOD                                  LEVERAGE RATIO            LEVERAGE RATIO
                        ------                                  --------------            ---------------

              <S>                                                  <C>                        <C>
                From and including March 31, 2003
                  to and including June 29, 2003                    8.50 to 1                  1.25 to 1

                From and including June 30, 2003
                  to and including September 29, 2003               8.15 to 1                  1.15 to 1

                From and including September 30, 2003
                  to and including December 30, 2003                8.15 to 1                  1.15 to 1

                From and including December 31, 2003
                  to and including March 30, 2004                   8.15 to 1                  1.15 to 1

                From and including April 1, 2004
                  to and including June 29, 2004                    7.50 to 1                  1.05 to 1

                From and including June 30, 2004
                  to and including September 29, 2004               7.00 to 1                  1.00 to 1

                From and including September 30, 2004
                  to and including December 30, 2004                6.50 to 1                  0.90 to 1

                From and including December 31, 2004
                  to and including March 30, 2005                   6.00 to 1                  0.80 to 1


                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -75-

<Caption>
                                                                     TOTAL                 TOTAL SENIOR
                        PERIOD                                  LEVERAGE RATIO            LEVERAGE RATIO
                        ------                                  --------------            ---------------

              <S>                                                  <C>                        <C>

                From and including March 31, 2005
                  to and including March 30, 2006                   5.25 to 1                  0.75 to 1

                From and including March 31, 2006
                  and at all times thereafter                       4.50 to 1                  0.50 to 1
</Table>

                  (f) MINIMUM INTEREST EXPENSE COVERAGE RATIO. The Issuer will
not permit the Interest Expense Coverage Ratio at any date during any period set
forth below to be less than the ratio set forth below opposite such period:

<Table>
                           PERIOD                                      MINIMUM RATIO
                           ------                                      -------------

               <S>                                                         <C>
                From and including March 31, 2003
                  to and including June 29, 2003                            1.40 to 1

                From and including June 30, 2003
                  to and including September 29, 2003                       1.50 to 1

                From and including September 30, 2003
                  to and including December 30, 2003                        1.65 to 1

                From and including December 31, 2003
                  to and including March 30, 2004                           1.40 to 1

                From and including April 1, 2004
                  to and including June 29, 2004                            1.55 to 1

                From and including June 30, 2004
                  to and including September 29, 2004                       1.70 to 1

                From and including September 30, 2004
                  to and including December 30, 2004                        1.80 to 1

                From and including December 31, 2004
                  to and including March 30, 2005                           2.00 to 1

                From and including March 31, 2005
                  to and including March 30, 2006                           2.25 to 1

                From and including March 31, 2006
                  and at all times thereafter                               2.75 to 1
</Table>

                  (g) MINIMUM PRO FORMA DEBT SERVICE COVERAGE RATIO. The Issuer
will not permit the Pro Forma Debt Service Coverage Ratio at any date on or
after September 30, 2005 to be less than 1.40 to 1.



                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -76-


                  (h)  MAXIMUM CAPITAL EXPENDITURES.  The Issuer will not
permit the aggregate amount of Capital Expenditures during any period set forth
below to exceed the amount set forth opposite such period:

<Table>
<Caption>
                           PERIOD                                AMOUNT
                           ------                                ------

               <S>                                           <C>
                Fiscal quarter ending September 30, 2001      $355,000,000
                Fiscal quarter ending December 31, 2001       $105,000,000
                Fiscal year ending December 31, 2002           $73,000,000
                Fiscal year ending December 31, 2003           $82,000,000
                Fiscal year ending December 31, 2004          $600,000,000
                Fiscal year ending December 31, 2005           $87,000,000
                Fiscal year ending December 31, 2006          $141,000,000
</Table>

                  If the aggregate amount of Capital Expenditures for any fiscal
quarter or fiscal year (herein, a "FISCAL PERIOD") set forth above shall be less
than the amount set forth opposite such Fiscal Period, then 50% of the shortfall
shall be added to the amount of Capital Expenditures permitted for the
immediately succeeding (but not any other) Fiscal Period and, for purposes
hereof, the amount of Capital Expenditures made during any Fiscal Period shall
be deemed to have been made first from the carryover from any previous Fiscal
Period and last from the permitted amount for such Fiscal Period.

                  The $355,000,000 figure set forth in the schedule above for
the fiscal quarter ending September 30, 2001 has been prepared under the
assumption that not less than $201,000,000 of the equipment purchased from, or
delivered by, Nortel during such fiscal quarter would be treated as Capital
Expenditures under GAAP. To the extent that, by reason of the execution and
delivery of the Nortel Agreement as provided for herein such assumption is
incorrect, then such $355,000,000 figure shall be reduced on a dollar-for-dollar
basis by the amount of such equipment so purchased or delivered that is not
treated as a Capital Expenditure under GAAP.


                                   ARTICLE VII

                                EVENTS OF DEFAULT

                  If any of the following events ("EVENTS OF DEFAULT") shall
occur and be continuing:

                  (a) the Issuer shall default in the payment of any principal
         of any Note when and as the same shall become due and payable, whether
         at the due date thereof or at a date fixed for redemption thereof or by
         acceleration thereof or otherwise; or

                  (b) the Issuer shall default in the payment of any interest on
         any Note or any fee or any other amount (other than an amount referred
         to in paragraph (a) above) due under any Note Document, when and as the
         same shall become due and payable, and such default shall continue
         unremedied for a period of three or more Business Days; or



                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -77-

                  (c) any representation or warranty of the Issuer or any
         Restricted Subsidiary made or deemed made in or in connection with any
         Note Document or the Notes, or any representation or warranty contained
         in any report, certificate, financial statement or other instrument
         furnished in connection with or pursuant to any Note Document, shall
         prove to have been false or misleading in any material respect when so
         made, deemed made or furnished; or

                  (d)  any Obligor shall default in the due observance or
         performance of any covenant, condition or agreement contained in
         Section 5.03(a) or 5.04(a) or in Article VI; or

                  (e) any Obligor shall default in the due observance or
         performance of any covenant, condition or agreement contained in any
         Note Document (other than those specified in clauses (a), (b) and (d)
         above) and such default shall continue unremedied for a period of 30
         days after notice thereof from the Administrative Agent or any Holder
         to the Issuer; or

                  (f) the Issuer or any Restricted Subsidiary shall (i) fail to
         make any payment (whether of principal or interest and regardless of
         amount) in respect of any Material Indebtedness, when and as the same
         shall become due and payable (after giving effect to any grace period
         provided in the underlying documentation providing for such
         Indebtedness) or (ii) fail to observe or perform any other term,
         covenant, condition or agreement contained in any agreement or
         instrument evidencing or governing any Material Indebtedness if the
         effect of any failure referred to in this clause (ii) is to cause or
         permit such Indebtedness (without any further lapse of time or other
         action, other than the mere giving of notice) to become due prior to
         its stated maturity; or

                  (g) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed in a court of competent
         jurisdiction seeking (i) relief in respect of the Issuer or any
         Restricted Subsidiary, or of a substantial part of the property or
         assets of the Issuer or any Restricted Subsidiary, under the Bankruptcy
         Code or any other Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law, (ii) the appointment of a receiver,
         trustee, custodian, sequestrator, conservator or similar official for
         the Issuer or any Restricted Subsidiary or for a substantial part of
         the property or assets of any such Obligor or (iii) the winding-up or
         liquidation of the Issuer or any Restricted Subsidiary; and such
         proceeding or petition shall continue undismissed for 60 days or an
         order or decree approving or ordering any of the foregoing shall be
         entered; or

                  (h) the Issuer or any Restricted Subsidiary shall (i)
         voluntarily commence any proceeding or file any petition seeking relief
         under the Bankruptcy Code or any other Federal, state or foreign
         bankruptcy, insolvency, receivership or similar law, (ii) consent to
         the institution of, or fail to contest in a timely and appropriate
         manner, any proceeding or the filing of any petition described in
         clause (g) above, (iii) apply for or consent to the appointment of a
         receiver, trustee, custodian, sequestrator, conservator or similar
         official for any such Obligor or for a substantial part of the property
         or assets of any such Obligor, (iv) file an answer admitting the
         material allegations of a petition filed against it in any such
         proceeding, (v) make a general assignment for the benefit of creditors
         or (vi) take any action for the purpose of effecting any of the
         foregoing; or



                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -78-

                  (i) the Issuer or any Restricted Subsidiary shall admit in
         writing its inability to, or be generally unable to, pay its debts as
         such debts become due; or

                  (j) a final judgment or judgments for the payment of money in
         excess of $5,000,000 in the aggregate (exclusive of judgment amounts
         fully covered by insurance where the insurer has admitted liability in
         respect of such judgment) shall be rendered by one or more courts,
         administrative tribunals or other bodies having jurisdiction against
         the Issuer or any one or more Restricted Subsidiaries and the same
         shall not be discharged (or provision shall not be made for such
         discharge), or a stay of execution thereof shall not be procured,
         within 30 days from the date of entry thereof and the Issuer or such
         Restricted Subsidiary shall not, within such period of 30 days, or such
         longer period during which execution of the same shall have been
         stayed, appeal therefrom and cause the execution thereof to be stayed
         during such appeal, or any action shall be legally taken by a judgment
         creditor to attach or levy upon any assets of the Issuer or any
         Restricted Subsidiary to enforce any such judgment; or

                  (k) any security interest purported to be created by any
         Senior Security Document and required hereunder or thereunder to be
         perfected shall (except as otherwise expressly permitted in this
         Agreement or the other Note Documents) cease to be a valid first lien
         and prior perfected security interest in the securities, assets or
         properties covered thereby, except to the extent that any such loss of
         perfection or priority results from any action or failure to take
         action of the Administrative Agent including failure to maintain
         possession of certificates representing securities pledged under the
         Senior Security Documents; or the Issuer or any other Obligor shall
         assert in writing that any security interest purported to be created by
         any Senior Security Document and required hereunder or thereunder to be
         perfected is not (except as otherwise expressly permitted in this
         Agreement or the other Note Documents) a valid first lien and prior
         perfected security interest in the securities, assets or properties
         purported to be covered thereby; or

                  (l)  a Change in Control shall occur; or

                  (m) any Obligor shall for whatever reason lose its rights
         under any Material Agreement, such rights shall be impaired or any
         default (as defined therein) shall occur under any Material Agreement
         and, if capable of being remedied, shall continue unremedied for a
         period of 30 days, in each case that in the opinion of the Required
         Holders, has had or could reasonably be expected (individually or in
         the aggregate) to have a Material Adverse Effect on the Issuer and its
         Restricted Subsidiaries taken as a whole; or

                  (n) any ERISA Event shall occur or exist with respect to any
         Plan or Multiemployer Plan and, as a result of such event or condition,
         together with all other such events or conditions, the Issuer or any
         ERISA Affiliate shall incur or in the opinion of the Required Holders
         shall be reasonably likely to incur a liability to a Plan, a
         Multiemployer Plan or the PBGC (or any combination of the foregoing)
         that, in the determination of the Required Holders, either individually
         or in the aggregate, has had or



                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -79-


         could reasonably be expected (individually or in the aggregate) to
         have a Material Adverse Effect; or

                  (o) one or more Franchises, Licenses or Private Licenses of
         the Issuer or any of its Restricted Subsidiaries shall be terminated or
         revoked such that the Issuer or such Restricted Subsidiary is no longer
         able to operate such Franchises, Licenses or Private Licenses and
         retain the revenue received therefrom, or the Issuer or such Restricted
         Subsidiary or the grantors of such Franchises, Licenses or Private
         Licenses shall fail to renew such Franchises, Licenses or Private
         Licenses at the stated expiration thereof such that the Issuer or such
         Restricted Subsidiary is no longer able to operate such Franchises,
         Licenses or Private Licenses and retain the revenue received therefrom,
         and the effect of the foregoing, individually or in the aggregate,
         could reasonably be expected (individually or in the aggregate), in the
         opinion of the Required Holders, to result in a Material Adverse
         Effect; or

                  (p) the Initial Exercise Date (as defined in the Warrant
         Agreement) shall not have occurred on or prior to the 90th day
         following the Closing Date; or

                  (q) the Issuer shall not have filed, on or prior to the fifth
         day following the Closing Date, with the Securities and Exchange
         Commission (in accordance with, and meeting the requirements of,
         Regulation 14C and Schedule 14C under the Exchange Act) an information
         statement required to be filed pursuant to Rule 14c-5 under the
         Exchange Act with respect to the issuance of common stock (or
         securities convertible into or exercisable for common stock) of the
         Issuer pursuant to the terms of the Basic Documents;

then, and in any such event, the Administrative Agent shall at the request, or
may with the consent, of the Required Holders, by notice to the Issuer, declare
the Notes issued by the Issuer, all interest thereon and all other amounts
payable by the Issuer under this Agreement and the other Note Documents to be
forthwith due and payable, whereupon the Notes made to the Issuer, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Issuer; PROVIDED that in the case of the
occurrence of an Event of Default referred to in clause (g) or (h) of this
Article VII with respect to any Obligor, the Notes, all such interest and all
such amounts shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Issuer.


                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

                  Section 8.01. AUTHORIZATION AND ACTION. Each Holder hereby
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement and
the other Note Documents to which it is a party, as are delegated to the
Administrative Agent by the terms hereof and thereof, together with such powers
and discretion as are reasonably incidental thereto. As to any matters not
expressly



                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -80-


provided for by the Note Documents, the Administrative Agent shall not
be required to exercise any discretion or take any action, and shall not be
required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) except upon the instructions of the Required
Holders, and such instructions shall be binding upon all Holders; PROVIDED that
the Administrative Agent shall not be required to take any action that exposes
it to personal liability or that is contrary to any of the Note Documents or
applicable law. The Administrative Agent agrees to give to the Holders prompt
notice of each notice given to it by any Obligor pursuant to the terms of this
Agreement.

                  Section 8.02. ADMINISTRATIVE AGENT'S RELIANCE, ETC. Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with the Note Documents, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Administrative Agent (i) may treat the Holder registered in
Register with respect to any Note as the holder thereof until the Administrative
Agent receives and accepts a Transfer and Acceptance entered into by the
registered Holder, as transferor, and an Eligible Institution, as transferee, as
provided in Section 10.09; (ii) may consult with legal counsel (including
counsel for any Obligor), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Holder
and shall not be responsible to any of them for any statements, warranties or
representations made in or in connection with the Note Documents; (iv) shall not
have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of any Note Document on the part of
any Obligor or to inspect the property (including the books and records) of any
Obligor; (v) shall not be responsible to any Holder for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of any
Note Document or any other instrument or document furnished pursuant hereto; and
(vi) shall incur no liability under or in respect of any Note Document by acting
upon any notice, consent, certificate or other instrument or writing (which may
be by telegram, telecopy, cable or telex) believed by it to be genuine and
signed or sent by the proper party or parties.

                  Section 8.03. RIGHTS AS A HOLDER. With respect to its
Commitment and the Notes held by it, each Person acting as the Administrative
Agent shall have the same rights and powers under the Note Documents as any
other Holder and may exercise the same as though it were not the Administrative
Agent; and the term "Holder" or "Holders" shall, unless otherwise expressly
indicated, include such Person in its individual capacity. Such Person acting as
the Administrative Agent and its Affiliates may accept deposits from, lend money
to, act as trustee under indentures for, accept investment banking engagements
from and generally engage in any kind of business with, any Obligor, any of its
Subsidiaries, any of its Affiliates and any Person who may do business with or
own securities of any Obligor or any such Subsidiary or Affiliate, all as if
such Person acting as Administrative Agent were not the Administrative Agent and
without any duty to account therefor to the Holders.

                  Section 8.04. HOLDER FINANCIAL DECISION. Each Holder
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Holder and based on the financial statements
referred to in Section 4.01(f) and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into



                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -81-


this Agreement. Each Holder also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Holder and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement.

                  Section 8.05. INDEMNIFICATION. The Holders agree to indemnify
the Administrative Agent (to the extent not promptly reimbursed by the
Obligors), ratably according to the principal amounts of the outstanding Notes
made by them, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against any of them in any way relating to or arising out of the Note
Documents or any action taken or omitted by any of them under the Note
Documents; PROVIDED that no Holder shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent. Without limitation of the foregoing,
each Holder agrees to reimburse (x) the Administrative Agent promptly upon
demand for its ratable share of any costs and expenses payable by the Issuer
under Section 10.04 of this Agreement and (y) the Administrative Agent under the
Senior Security Documents, in each case to the extent that the Administrative
Agent is not promptly reimbursed for such costs and expenses by the Issuer.

                  Section 8.06.  COLLATERAL DUTIES.

                  (a) NO DUTY UNLESS INDEMNIFIED. Except for action expressly
required of the Administrative Agent hereunder and under the other Note
Documents, the Administrative Agent shall in all cases be fully justified in
refusing to act hereunder and thereunder unless it shall be further indemnified
to its satisfaction by the Holders proportionately in accordance with the Notes
then due and payable to each of them against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.

                  (b) COLLECTIONS, ETC. Except as expressly provided herein or
in the other Note Documents, the Administrative Agent shall have no duty to take
any affirmative steps with respect to the collection of amounts payable in
respect of the Collateral. The Administrative Agent shall incur no liability as
a result of any private sale of the Collateral.

                  (c) RELEASE OF LIENS. The Holders hereby consent, and agree
upon written request by the Administrative Agent to execute and deliver such
instruments and other documents as the Administrative Agent may deem desirable
to confirm such consent, to the release of the Liens on any of the Collateral
that is the subject of a sale of Collateral either permitted hereunder or to
which the Holders have consented in accordance with the requirements of Section
10.01.

                  (d) STANDARD OF CARE. The parties hereto acknowledge that the
Administrative Agent shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession if the Collateral
is accorded treatment substantially equal to that which the Administrative Agent
accords its own property, it being understood that neither the Administrative
Agent nor any Holder shall have responsibility for (1) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Collateral, whether or not the Administrative
Agent or any Holder has or is deemed to



                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -82-


have knowledge of such matters, or (2) taking any necessary steps to preserve
rights against any parties with respect to any Collateral.

                  Section 8.07. SUCCESSOR ADMINISTRATIVE AGENT. The
Administrative Agent may resign at any time by giving written notice thereof to
the Holders and the Issuer and may be removed at any time with or without cause
by the Required Holders. Upon any such resignation or removal, the Required
Holders shall have the right to appoint a successor Administrative Agent, which
shall be a Holder or a commercial bank organized under the laws of the United
States or of any State thereof and having an office in New York City and a
combined capital and surplus of at least $500,000,000. If no successor shall
have been so appointed by the Required Holders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation or is removed, then the retiring Administrative Agent's
resignation shall nonetheless become effective and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and (2) the Required Holders shall perform the duties of the
Administrative Agent (and all payments and communications provided to be made
by, to or through the Administrative Agent shall instead be made by or to any or
each Holder directly) until such time as the Required Holders appoint a
successor agent as provided for above in this paragraph. Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent such successor Administrative Agent shall succeed to and become vested
with all the rights, powers, discretion, privileges and duties of the retiring
Administrative Agent and such retiring Administrative Agent shall be discharged
from its duties and obligations under the Note Documents. After any retiring
Administrative Agent's resignation or removal hereunder as Administrative Agent,
the provisions of this Article VIII shall inure to the benefit of the
Administrative Agent as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement and under the Senior Security
Documents.

                  Section 8.08. LEAD ARRANGER. None of the Lead Arranger, the
Sole Advisor or the Sole Book Manager named on the cover page of this Agreement
shall have any duties or liabilities to any Person hereunder or under the other
Note Documents except in its separate capacity, if any, as a Holder hereunder.


                                   ARTICLE IX

                                  THE GUARANTEE

                  Section 9.01. THE GUARANTEE. Each of the Guarantors hereby
jointly and severally guarantees to each Holder (and each Affiliate thereof) and
the Administrative Agent and their respective successors and assigns the
Guaranteed Obligations. Each Guarantor hereby further agrees that if the Issuer
shall fail to pay in full when due (whether at stated maturity, by acceleration
or otherwise) any of the Guaranteed Obligations, such Guarantor will promptly
pay the same, without any demand or notice whatsoever, and that in the case of
any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be promptly paid in full when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of
such extension or renewal.



                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -83-


                  For purposes hereof, it is understood any Guaranteed
Obligations to any Person arising under an agreement entered into at the time
such Person (or an Affiliate thereof) is a "Holder" party to this Agreement
shall nevertheless continue to constitute Guaranteed Obligations for purposes
hereof, notwithstanding that such Person (or its Affiliate) may have transferred
all of its Notes and other interests in this Agreement and, therefore, at the
time a claim is to be made in respect of such Guaranteed Obligations, such
Person (or its Affiliate) is no longer a "Holder" party hereto.

                  Section 9.02. OBLIGATIONS UNCONDITIONAL. The obligations of
the Guarantors under Section 9.01 are absolute and unconditional, joint and
several, irrespective of the value, genuineness, validity, regularity or
enforceability of the obligations of the Issuer under this Agreement or any
other agreement or instrument referred to herein, or any substitution, release
or exchange of any other guarantee of or security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 9.02 that the obligations of the Guarantors
hereunder shall be absolute and unconditional, joint and several, under any and
all circumstances. Without limiting the generality of the foregoing, it is
agreed that the occurrence of any one or more of the following shall not alter
or impair the liability of the Guarantors hereunder, which shall remain absolute
and unconditional as described above:

                  (i) at any time or from time to time, without notice to the
         Guarantors, the time for any performance of or compliance with any of
         the Guaranteed Obligations shall be extended, or such performance or
         compliance shall be waived;

                  (ii) any of the acts mentioned in any of the provisions of
         this Agreement or any other agreement or instrument referred to
         herein shall be done or omitted;

                  (iii) the maturity of any of the Guaranteed Obligations shall
         be accelerated, or any of the Guaranteed Obligations shall be modified,
         supplemented or amended in any respect, or any right under this
         Agreement or any other agreement or instrument referred to herein shall
         be waived or any other guarantee of any of the Guaranteed Obligations
         or any security therefor shall be released or exchanged in whole or in
         part or otherwise dealt with; or

                  (iv) any lien or security interest granted to, or in favor of,
         the Administrative Agent or any Holder or Holders as security for
         any of the Guaranteed Obligations shall fail to be perfected.

                  The Guarantors hereby expressly waive diligence, presentment,
demand of payment, protest and all notices whatsoever, and any requirement that
the Administrative Agent or any Holder exhaust any right, power or remedy or
proceed against the Issuer under this Agreement or any other agreement or
instrument referred to herein, or against any other Person under any other
guarantee of, or security for, any of the Guaranteed Obligations.

                  Section 9.03. REINSTATEMENT. The obligations of the Guarantors
under this Article IX shall be automatically reinstated if and to the extent
that for any reason any payment by or on behalf of the Issuer in respect of the
Guaranteed Obligations is rescinded or must be otherwise



                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -84-


restored by any holder of any of the Guaranteed Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise, and the
Guarantors jointly and severally agree that they will indemnify the
Administrative Agent and each Holder on demand for all reasonable costs and
expenses (including fees of counsel) incurred by the Administrative Agent or
such Holder in connection with such rescission or restoration, including any
such costs and expenses incurred in defending against any claim alleging that
such payment constituted a preference, fraudulent transfer or similar payment
under any bankruptcy, insolvency or similar law.

                  Section 9.04. SUBROGATION. The Subsidiary Guarantors hereby
jointly and severally agree that until the payment and satisfaction in full of
all Guaranteed Obligations they shall not exercise any right or remedy arising
by reason of any performance by them of their guarantee in Section 9.01, whether
by subrogation or otherwise, against the Issuer or any other guarantor of any of
the Guaranteed Obligations or any security for any of the Guaranteed
Obligations.

                  Section 9.05. REMEDIES. The Guarantors jointly and severally
agree that, as between the Guarantors and the Holders, the obligations of the
Issuer under this Agreement may be declared to be forthwith due and payable as
provided in Article VII (and shall be deemed to have become automatically due
and payable in the circumstances provided in said Article VII) for purposes of
Section 9.01 notwithstanding any stay, injunction or other prohibition
preventing such declaration (or such obligations from becoming automatically due
and payable) as against the Issuer and that, in the event of such declaration
(or such obligations being deemed to have become automatically due and payable),
such obligations (whether or not due and payable by the Issuer) shall forthwith
become due and payable by the Guarantors for purposes of said Section 9.01.

                  Section 9.06. INSTRUMENT FOR THE PAYMENT OF MONEY. Each
Guarantor hereby acknowledges that the guarantee in this Article IX insofar as
relating to the principal of or interest on any Note constitutes an instrument
for the payment of money, and consents and agrees that any Holder or the
Administrative Agent, at its sole option, in the event of a dispute by such
Guarantor in the payment of any moneys due hereunder, shall have the right to
bring motion-action under New York CPLR Section 3213 with respect to such
principal or interest.

                  Section 9.07.  CONTINUING GUARANTEE.  The guarantee in this
Article IX is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.

                  Section 9.08. RIGHTS OF CONTRIBUTION. The Guarantors hereby
agree, as among themselves, that if any Guarantor shall become an Excess Funding
Guarantor (as defined below) by reason of the payment by such Guarantor of any
Guaranteed Obligations, each other Guarantor shall, on demand of such Excess
Funding Guarantor (but subject to the next sentence), pay to such Excess Funding
Guarantor an amount equal to such Guarantor's Pro Rata Portion (as defined below
and determined, for this purpose, without reference to the properties,
Indebtedness and liabilities of such Excess Funding Guarantor) of the Excess
Payment (as defined below) in respect of such Guaranteed Obligations. The
payment obligation of a Guarantor to any Excess Funding Guarantor under this
Section 9.08 shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Guarantor under the other provisions
of



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this Article IX and such Excess Funding Guarantor shall not exercise any
right or remedy with respect to such excess until payment and satisfaction in
full of all of such obligations.

                  For purposes of this Section 9.08, (i) "EXCESS FUNDING
GUARANTOR" means, in respect of any Guaranteed Obligations, a Guarantor that has
paid an amount in excess of its Pro Rata Portion of such Guaranteed Obligations,
(ii) "EXCESS PAYMENT" means, in respect of any Guaranteed Obligations, the
amount paid by an Excess Funding Guarantor in excess of its Pro Rata Portion of
such Guaranteed Obligations and (iii) "PRO RATA PORTION" means, for any
Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the
aggregate present fair saleable value of all assets of such Guarantor (excluding
any shares of stock of any other Guarantor) exceeds the amount of all the
Indebtedness and liabilities of such Guarantor (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the
obligations of such Guarantor hereunder and any obligations of any other
Guarantor that have been Guaranteed by such Guarantor) to (y) the amount by
which the aggregate fair saleable value of all assets of the Issuer and all of
the Guarantors exceeds the amount of all the Indebtedness and liabilities
(including contingent, subordinated, unmatured and unliquidated liabilities, but
excluding the obligations of the Issuer and the Guarantors hereunder) of the
Issuer and all of the Guarantors, all as of the Closing Date. If any Subsidiary
becomes a Guarantor hereunder subsequent to the Closing Date, then for purposes
of this Section 9.08 such subsequent Guarantor shall be deemed to have been a
Guarantor as of the Closing Date and the aggregate present fair saleable value
of the assets, and the amount of the Indebtedness and liabilities, of such
Guarantor as of the Closing Date shall be deemed to be equal to such value and
amount on the date such Guarantor becomes a Guarantor hereunder.

                  Section 9.09. GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. In
any action or proceeding involving any corporate law, or any state, Federal
bankruptcy, insolvency, reorganization, fraudulent conveyance or other law
affecting the rights of creditors generally, if the obligations of any Guarantor
under Section 9.01 would otherwise be held or determined to be void, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under said Section 9.01, then, notwithstanding
any other provision hereof to the contrary, the amount of such liability shall,
without any further action by such Guarantor, any Holder, the Administrative
Agent or any other Person, be automatically limited and reduced to the highest
amount that is valid and enforceable and not subordinated to the claims of other
creditors as determined in such action or proceeding.


                                    ARTICLE X

                                  MISCELLANEOUS

                  Section 10.01.  AMENDMENTS, CONSENTS, ETC.

                  (a) AMENDMENTS OF NOTE DOCUMENTS GENERALLY. No amendment or
waiver of any provision of this Agreement or the other Note Documents, nor any
consent to any departure by any Obligor from any provision of this Agreement or
the other Note Documents, shall in any event be effective unless the same shall
be in writing and signed by the Issuer and Administrative Agent and, in the case
of an amendment to this Agreement, the Required Holders and then such



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waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; PROVIDED that:

                  (i) no amendment, waiver or consent shall, unless in writing
and signed by the Required Holders and each Holder that would be adversely
affected by such amendment, waiver or consent:

                           (1) change the percentage of the Commitments or the
                  aggregate unpaid principal amount of the Notes, or the number
                  or percentage of Holders, that shall be required for the
                  Holders or any of them to take any action hereunder;

                           (2)  reduce the principal of, or interest on, any
                  Note or any fees or other amounts payable hereunder;

                           (3) postpone any date fixed for any payment of
                  principal of, or interest on, any Note or any fees or other
                  amounts payable hereunder or amend Section 2.03; or

                           (4)  subject such Holder to any additional
                  obligations; or

                           (5) change the order of application of any redemption
                  set forth in Section 2.04 in any manner that materially
                  affects such Holder;

                  (ii) no amendment, waiver or consent shall, unless in writing
          and signed by the Required Supermajority Holders:

                           (1) increase the aggregate amount of the Commitments
                  or the aggregate principal amount of the Notes that may be
                  purchased hereunder (whether on the Closing Date or
                  thereafter);

                           (2)  amend or waive Section 2.04(c), 5.04 and 6.03;
                  or

                           (3) subject to Section 10.01(b), release any of the
                  Guarantors from its obligations under Article IX, PROVIDED
                  that no release of all or substantially all of the Guarantors
                  from their respective obligations under Article IX shall be
                  effected without the consent of all Holders;

                  (iii) no amendment, waiver or consent shall, unless in writing
         and signed by each Holder, amend Section 8.06(c) or this Section 10.01;
         and

                  (iv) no amendment, waiver or consent shall, unless in writing
         and signed by the relevant Agent in addition to the Holders required
         above to take such action, affect the rights or duties of such Agent
         under this Agreement or any other Note Document.

                  Anything herein to the contrary notwithstanding, the
Administrative Agent shall be authorized, without the consent of any Holder, to
release any Guarantor from any of its obligations hereunder to the extent that
such Guarantor is the subject of either a disposition permitted hereunder or a
disposition to which the Required Holders have consented, or such



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Guarantor is to be designated as an "Unrestricted Subsidiary" hereunder in
accordance with Section 6.03.

                  (b) AMENDMENTS OF SENIOR SECURITY DOCUMENTS. Except as
otherwise provided herein in the Senior Security Documents, the Administrative
Agent shall not consent to release any Collateral or terminate any Lien under
any Senior Security Document or to any Collateral securing additional
obligations beyond those presently contemplated in the Senior Security
Documents, unless such release or termination or additional obligations shall be
consented to in writing by the Required Supermajority Holders; PROVIDED that:

                  (1) the consent of all Holders shall be required to release
         all or substantially all of the Collateral, except no consent of the
         Holders shall be required (x) for any such release upon the termination
         of the Liens created by each of the Senior Security Documents in
         accordance with the terms thereof or (y) in the event that such release
         is permitted under Section 8.06(c) or the last paragraph of 10.01(a) or
         otherwise permitted pursuant to the terms of the Note Documents;

                  (2) no such consent shall be required to release any Lien
         covering property that is the subject of an Asset Sale or other
         disposition permitted hereunder or to which the Required Holders have
         consented and, upon any such Asset Sale or disposition, such property
         shall be deemed to be transferred free and clear of the Lien of the
         Senior Security Documents without any action on the part of any party
         (and the Administrative Agent is hereby authorized to execute such
         releases and other documents, and to take such other action, as the
         Issuer may reasonably request to give effect thereto); and

                  (3) no consent, other than of the Required Holders, shall be
         required for any Collateral securing additional obligations beyond
         those presently contemplated in the Senior Security Documents, if such
         additional obligations are junior to the Lien in favor of the Holders.

                  (c) CERTAIN LIMITATIONS UPON VOTING RIGHTS. Anything herein to
the contrary notwithstanding, none of the Obligors or Vendors, nor any of their
affiliates, shall (unless expressly consented by each other Holder) be deemed to
be "Holders" for purposes of this Section 10.01.

                  Section 10.02.  NOTICES, ETC..  All notices and other
communications provided for hereunder shall be in writing telecopied or
delivered:

                  (a) if to any of the Obligors, care of Metromedia Fiber
         Network, Inc., 360 Hamilton Avenue, White Plains, New York 10601,
         attention President, telephone number (914) 421-6700, telecopier number
         914-421-7550, with a copy to General Counsel at the same address and to
         Mark Volow, Akin, Gump, Strauss, Hauer & Feld, L.L.P., 590 Madison
         Avenue, New York New York 10022, telephone number (212) 872-8050,
         telecopier number (212) 872-1002;

                  (b)  if to any Holder, at the Payment Office specified in
         its Administrative Questionnaire;



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                  (c) if to the Administrative Agent, at its address at Citicorp
         USA, Two Penns Way, Suite 200, New Castle, DE 19720, Attention: Nina
         Qureshi (or her successor), telephone number (302) 894-6026, telecopier
         number (302) 894-6120.

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and communications
shall, when delivered or telecopied, be effective when delivered or transmitted
by telecopier, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II, III, VII or VIII shall not be
effective until received by the Administrative Agent.

                  Section 10.03. NO WAIVER; REMEDIES. No failure on the part of
any Holder or the Administrative Agent to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

                  Section 10.04.  COSTS, EXPENSES AND INDEMNIFICATION.

                  (a) COSTS AND EXPENSES. The Issuer agrees to pay on demand (i)
all reasonable costs and expenses of the Administrative Agent in connection with
the preparation, execution, delivery, modification and amendment of the Note
Documents including (A) all due diligence, syndication (including printing,
distribution and bank meetings), transportation, computer, duplication,
appraisal, insurance, consultant, search, filing and recording fees and expenses
and all other reasonable out-of-pocket expenses incurred by the Administrative
Agent (including the reasonable fees and expenses of Milbank, Tweed, Hadley &
McCloy LLP, special New York counsel to Citicorp USA, and the reasonable fees
and expenses of any foreign counsel retained in connection with the pledge of
the equity of any Foreign Subsidiary) whether or not any of the transactions
contemplated by this Agreement are consummated, (B) the reasonable fees and
expenses of counsel for the Administrative Agent with respect thereto, with
respect to advising the Administrative Agent as to their rights and
responsibilities, or the perfection, protection or preservation of rights or
interests, under the Note Documents, and (C) with respect to negotiations with
any Obligor or with other creditors of any Obligor or any of its Subsidiaries
arising out of any Default or Event of Default or any events or circumstances
that may reasonably be expected to give rise to a Default or Event of Default
and with respect to presenting claims in or otherwise participating in or
monitoring any bankruptcy, insolvency or other similar proceeding involving
creditors' rights generally and any proceeding ancillary thereto and (ii) all
reasonable costs and expenses of the Administrative Agent and the Holders in
connection with the enforcement of the Note Documents, whether in any action,
suit or litigation, any bankruptcy, insolvency or other similar proceeding
affecting creditors' rights generally or otherwise (including the fees and
expenses of counsel for the Administrative Agent and the Holders with respect
thereto).

                  (b) INDEMNIFICATION. The Issuer agrees to indemnify and hold
harmless each Indemnified Party from and against any and all claims, damages,
losses, liabilities and expenses (including reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation, litigation
or proceeding arising out of, related to or in connection with the Transactions
or any Environmental Claim relating in any way to any Obligor or any of its
Subsidiaries, in each case whether or not such investigation, litigation or



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                                      -89-


proceeding is brought by any Obligor, its directors, shareholders or creditors
or an Indemnified Party or any Indemnified Party is otherwise a party thereto
and whether or not the Transactions or the other transactions contemplated
hereby are consummated, except to the extent such claim, damage, loss, liability
or expense resulted from such Indemnified Party's gross negligence or willful
misconduct.

                  (c) BREAKFUNDING. If any payment of principal of, or
Conversion of, any Eurodollar Rate Portion is made by the Issuer to or for the
account of a relevant Holder other than on the last day of the Interest Period
for such Note, as a result of a payment or Conversion pursuant to Section 2.03,
2.04, 2.06(b)(i) or 2.07(d) or as the result of acceleration of the maturity of
the Notes pursuant to Article VII or for any other reason, or in the event the
Issuer shall fail (for any reason, including by reason of the failure of any
conditions precedent in Article III to be satisfied) to issue a Eurodollar Rate
Portion on the Closing Date, the Issuer shall, upon demand by such Holder (with
a copy of such demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Holder any amounts required to compensate such
Holder for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment, including any loss (excluding loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by any Holder to fund or maintain such
Eurodollar Rate Portion.

                  (d) PAYMENTS BY ADMINISTRATIVE AGENT OR HOLDERS. If any
Obligor fails to pay when due any costs, expenses or other amounts payable by it
under any Note Document, including reasonable fees and expenses of counsel and
indemnities, such amount may be paid on behalf of such Obligor by the
Administrative Agent or any Holder, in its sole discretion and such payment
shall be without prejudice to the rights of the Administrative Agent or any
Holder against such Obligor or any other Obligor.

                  Section 10.05. RIGHT OF SETOFF. Each Holder is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and otherwise apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other Indebtedness at
any time owing by such Holder to or for the credit or the account of the Issuer
against any and all of the obligations of the Issuer now or hereafter existing
under this Agreement that shall not have been paid when due, irrespective of
whether such Holder shall have made any demand under this Agreement or
otherwise. Each Holder agrees promptly to notify the Issuer after any such
setoff and application; PROVIDED that the failure to give such notice shall not
affect the validity of such setoff and application. The rights of each Holder
under this Section 10.05 are in addition to other rights and remedies (including
other rights of setoff) that such Holder may have.

                  Section 10.06. GOVERNING LAW; SUBMISSION TO JURISDICTION, ETC.
This Agreement and the Notes shall be governed by, and construed in accordance
with, the law of the State of New York. Each Obligor hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in New York City
for the purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. Each Obligor irrevocably
waives, to the fullest extent permitted by applicable law, any objection that it
may now or hereafter have to the



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laying of the venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in an
inconvenient forum.

                  Section 10.07. WAIVER OF JURY TRIAL. EACH OF THE OBLIGORS, THE
ADMINISTRATIVE AGENT, EACH OF THE PURCHASERS AND EACH OF THE HOLDERS HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE NOTE DOCUMENTS, THE NOTES OR THE ACTIONS OF THE
ADMINISTRATIVE AGENT OR ANY PURCHASER OR ANY HOLDER, OR ANY ACTION ON BEHALF OF
ANY PURCHASER OR HOLDER, IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT THEREOF.

                  Section 10.08. SUCCESSORS, ASSIGNS AND TRANSFERS. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns or transfers, provided
that no Obligor may assign any of its rights or obligations hereunder or under
the other Note Documents without the prior consent of all of the Holders and the
Administrative Agent unless permitted hereunder.

                  Section 10.09.  TRANSFER, REGISTRATION, PARTICIPATIONS AND
SUBSTITUTION OF NOTES.

                  (a) TRANSFER BY HOLDERS. Each Holder may transfer to one or
more Eligible Institutions all or a portion of its rights and obligations under
this Agreement (including all or a portion of the Notes owing to it); PROVIDED
that:

                  (i) except in the case of a transfer to a Person that,
         immediately prior to such transfer, was a Holder or a Holder Affiliate
         or a transfer of all of a Holder's rights and obligations under this
         Agreement, the aggregate amount of a Holder's Commitment or the Notes
         owing to the transferring Holder being transferred pursuant to each
         such transfer (determined as of the date of the Transfer and Acceptance
         with respect to such transfer) shall in no event be less than
         $5,000,000 (except as otherwise agreed by the Issuer and the
         Administrative Agent);

                  (ii) each such transfer by a Holder of its Note shall be made
         in such manner so that the same portion of its Commitment or Notes, as
         the case may be, is transferred to the respective transferee; and

                  (iii) the Issuer (and, to the extent the consent of the
         Administrative Agent is not required pursuant to the definition of
         "Eligible Institution", the Administrative Agent) shall receive notice
         of such transfer, and

                  (iv) the parties to each such transfer shall execute and
         deliver to the Administrative Agent, for its acceptance and recording
         in the Register, a Transfer and Acceptance and, except in the case of a
         transfer to a Person that, immediately prior to such transfer, was a
         Holder or a Holder Affiliate, a processing and recordation fee of
         $3,500.



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Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in such Transfer and Acceptance, (x) the transferee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been transferred to it pursuant to such Transfer and
Acceptance, have the rights and obligations of a Holder hereunder and (y) the
Holder transferor thereunder shall, to the extent that rights and obligations
hereunder have been transferred by it pursuant to such Transfer and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of a Transfer and Acceptance covering all or the remaining
portion of a transferring Holder's rights and obligations under this Agreement,
such Holder shall cease to be a party hereto).

                  (b) UNDERTAKING OF TRANSFEROR AND TRANSFEREE. By executing and
delivering a Transfer and Acceptance, the Holder transferor thereunder and the
transferee thereunder confirm to and agree with each other and the other parties
hereto as follows: (i) other than as provided in such Transfer and Acceptance,
such transferring Holder, makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; (ii) such
transferring Holder makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Obligor or the
performance or observance by the Obligors of any of their respective obligations
under this Agreement or any other instrument or document furnished pursuant
hereto; (iii) such transferee confirms that it has received a copy of this
Agreement, together with copies of the financial statements referred to in
Section 4.01(f) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Transfer and Acceptance; (iv) such transferee will, independently and without
reliance upon the Administrative Agent, such transferring Holder or any other
Holder and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (v) such transferee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the
Administrative Agent by the terms hereof and of the other Note Documents,
together with such powers and discretion as are reasonably incidental thereto;
(vi) such transferee agrees that it will perform in accordance with their terms
all of the obligations that by the terms of this Agreement are required to be
performed by it as a Holder; (vii) such transferee has provided the Issuer and
the Administrative Agent with the forms and documents with respect to such
transferee referred to in Section 2.09(e); and (viii) such transferee, by its
acceptance of a Note registered in its name, as set forth below in paragraph
(c), shall be deemed to have made the representations and warranties set forth
in Section 4.02.

                  (c) REGISTER. The Administrative Agent, acting for this
purpose as an agent of the Issuer, shall maintain at its address referred to in
Section 10.02 a copy of each Transfer and Acceptance delivered to and accepted
by it and a register for the recordation of the names and addresses of the
Holders and principal amount of the Notes held by each Holder from time to time
(the "REGISTER"). The entries in the Register shall be conclusive and binding
for all purposes, absent manifest error, and the Issuer, the Administrative
Agent and the Holders shall treat each Person whose name is recorded in the
Register as a Holder hereunder for all purposes of this Agreement. No transfer
shall be effective until it is recorded in the Register pursuant to



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this Section 10.09(c). The Register shall be available for inspection by the
Issuer or any Holder at any reasonable time and from time to time upon
reasonable prior notice. The Issuer shall give to any Holder of a Note that is
an Institutional Investor promptly upon request therefor, a complete and correct
copy of the names and addresses of all registered Holders of Notes.

                  (d) TRANSFER AND ACCEPTANCE. Upon its receipt of a Transfer
and Acceptance executed by a transferring Holder and an transferee and the Note
or Notes, or the portion of thereof, being surrendered for transfer, together
with the fee referred to in Section 10.09(a), the Administrative Agent shall, if
such Transfer and Acceptance has been completed and is in substantially the form
of Exhibit F hereto, (i) accept such Transfer and Acceptance, (ii) record the
information contained therein in the Register, (iii) give prompt notice thereof
to the Issuer and request that the Issuer, at its own expense (except as
provided below), execute and deliver one or more new Notes (as requested by the
Holder thereof) in exchange therefor, in an aggregate principal amount equal to
the unpaid principal amount of the surrendered Notes, or portions thereof. Each
such new Note shall be payable to the Person as such Holder may request and
shall be substantially in the form of Exhibit A. Each such new Note shall be
dated and bear interest from the date to which such interest shall have been
paid on the surrendered Note, or portion thereof, or dated the date of the
surrendered Note, or portion thereof, if no interest shall have been paid
thereon. The Issuer may require payment by the transferee of any such Note, or
portion thereof, of a sum sufficient to cover any stamp tax, transfer tax or
governmental charge imposed in respect of any such transfer of Notes, or
portions thereof.

                  (e) PARTICIPATIONS. Each Holder may sell participations in or
to all or a portion of its rights and/or obligations under this Agreement
(including all or a portion of the Note owing to it); PROVIDED that (i) such
Holder's obligations under this Agreement shall remain unchanged, (ii) such
Holder shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Holder shall remain the registered
Holder for all purposes of this Agreement, (iv) the Obligors, the Administrative
Agent and the other Holders shall continue to deal solely and directly with such
Holder in connection with such Holder's rights and obligations under this
Agreement and (v) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of any Note Document,
or any consent to any departure by any Obligor therefrom, except to the extent
that such amendment, waiver or consent would reduce the principal of, or
interest on, any Note or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, postpone any date fixed for
any payment of principal of, or interest on, any Note or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation, or release all or substantially all of the Guarantors from their
respective obligations under Article IX or release all or substantially all of
the Collateral (unless in each case such release is permitted pursuant to the
terms of the Note Documents).

                  (f) DISCLOSURE OF INFORMATION. Any Holder may, in connection
with any transfer or participation or proposed transfer or participation
pursuant to this Section 10.09, disclose to the transferee or participant or
proposed transferee or participant, any information relating to the Issuer
furnished to such Holder by or on behalf of the Issuer; PROVIDED that, prior to
any such disclosure, the transferee or participant or proposed transferee or
participant shall agree in writing to preserve the confidentiality of any
Confidential Information received by it from the Holders in accordance with
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                  (g) OTHER PLEDGES. Anything in this Section 10.09 to the
contrary notwithstanding, each Holder shall be permitted to pledge all or any
part of its right, title and interest in, to and under the Notes to any trustee
for the benefit of the holders of such Holder's securities.

                  (h) NO PURCHASE, TRANSFERS OR PARTICIPATIONS TO OBLIGORS OR
AFFILIATES. Anything in this Section 10.09 to the contrary notwithstanding,
neither the Issuer nor any other Obligor nor any of their respective
Subsidiaries or Affiliates may acquire (whether by purchase, redemption,
redemption, transfer, participation or otherwise) except as expressly permitted
by and in accordance with the terms of this Agreement and the Notes, and no
Holder shall sell, transfer or participate to the Issuer or any other Obligor or
any of their respective Subsidiaries or Affiliates, directly or indirectly, any
Notes. The Issuer shall promptly cancel all Notes acquired by it or any Obligor
or any of their respective Subsidiaries or Affiliates pursuant to any payment,
redemption or purchaser of Notes pursuant to any provision of this Agreement and
no Notes may be issued in substitution or exchange for any such Notes.

                  (i) REPLACEMENT OF NOTES. Upon receipt by the Issuer of
evidence reasonably satisfactory to it of the ownership of and loss, theft,
destruction or mutilation of any Note (which evidence shall be, in the case of
an Institutional Investor, notice from such Institutional Investor of such
ownership and such loss, theft , destruction or mutilation), and

                  (a) in the case of loss, theft or destruction, of indemnity
         reasonably satisfactory to it (PROVIDED that if the Holder of such Note
         is, or is a nominee for, an original Purchaser or another Holder of a
         Note with a minimum net worth of at least $10,000,000 in excess of the
         outstanding principal amount of such Note, such Person's own unsecured
         agreement of indemnity shall be deemed to be satisfactory), or

                  (b)  in the case of mutilation, upon surrender and
         cancellation thereof,

the Issuer at its own expense shall execute and deliver, in lieu thereof, a new
Note of the same series, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note
or dated the date of such lost, stolen, destroyed or mutilated Note if no
interest shall have been paid thereon.

                  Section 10.10. EXECUTION IN COUNTERPARTS. This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  Section 10.11. CONFIDENTIALITY. Neither the Administrative
Agent nor any Holder shall disclose any Confidential Information to any Person
without the prior consent of the Issuer, PROVIDED that nothing herein shall
limit the disclosure of any such information (a) to the extent required by
statute, rule, regulation or judicial process, (b) to counsel for any of the
Holders or the Administrative Agent, (c) to bank examiners, regulatory
authorities, auditors, accountants or, if required by law, any Governmental
Authority, (d) to the Administrative Agent or any other Holder (and their
respective officers, partners, directors, employees, agents and advisors, and to



                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -94-


any of their respective independent auditors and counsel), (e) in connection
with any litigation which relates to this Agreement to which any one or more of
the Holders or the Administrative Agent is a party, (f) to a Subsidiary or
Affiliate of such Holder, (g) to any transferee or participant (or prospective
transferee or participant) or (h) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Issuer and its
obligations, PROVIDED that such counterparty agrees to be bound by the
provisions of this Section 10.11, and, PROVIDED, FURTHER, that in no event shall
any Holder or the Administrative Agent be obligated or required to return any
materials furnished by the Issuer. The obligations of each Holder under this
Section 10.11 shall supersede and replace the obligations of such Holder under
any confidentiality letter in respect of this financing signed and delivered by
such Holder to the Issuer.

                  Section 10.12. SURVIVAL AND TERMINATION. The obligations of
the Issuer under Sections 2.07, 2.09 and 10.04, the obligations of each
Guarantor under Section 9.03, the obligations of the Holders under Section 8.05
and the obligations of the Holders and the Administrative Agent under Section
10.11 and 10.09(f), shall survive the repayment of the Notes. In addition, each
representation and warranty made, or deemed to be made by a notice of any Note
herein or pursuant hereto shall survive the making of such representation and
warranty, and no Holder shall be deemed to have waived, by reason of making any
Note hereunder, any Default or Event of Default that may arise by reason of such
representation or warranty proving to have been false or misleading,
notwithstanding that such Holder or the Administrative Agent may have had notice
or knowledge or reason to believe that such representation or warranty was false
or misleading at the time such Note was issued.

                  Upon any termination of the Commitments of the Purchasers
hereunder prior to the purchase of Notes hereunder, this Agreement shall, except
to the extent of the obligations of the Obligors which under the preceding
paragraph are stated to survive the repayment of the Notes, forthwith terminate
and cease to be of any effect.

                  Section 10.13.  CAPTIONS.  The table of contents and captions
and section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.

                            [signature pages follow]




                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -95-



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



                                                METROMEDIA FIBER NETWORK, INC.


                                                By /s/ Nick Tanzi
                                                  -----------------------------
                                                  Name:  Nick Tanzi
                                                  Title: President & COO


                                   GUARANTORS


METROMEDIA FIBER NETWORK                         METROMEDIA FIBER NATIONAL
   SERVICES, INC.                                   NETWORK, INC.


By /s/ Nick Tanzi                                By /s/ Nick Tanzi
  ------------------------------                   ----------------------------
  Name:  Nick Tanzi                                Name:  Nick Tanzi
  Title: President & COO                           Title: President & COO


ABOVENET COMMUNICATIONS INC.                     PAIX.NET, INC.


By /s/ Nick Tanzi                                By /s/ Nick Tanzi
  ------------------------------                   ----------------------------
  Name:  Nick Tanzi                                Name:  Nick Tanzi
  Title: President & COO                           Title: President & COO


METROMEDIA FIBER NETWORK                         SITESMITH INC.
  OF NEW JERSEY, INC.


By /s/ Nick Tanzi                                By /s/ Nick Tanzi
  ------------------------------                   ----------------------------
  Name:  Nick Tanzi                                Name:  Nick Tanzi
  Title: President & COO                           Title: President & COO





                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -96-


MFN OF UTAH L.L.C.                               MFN OF VA, L.L.C.


By /s/ Nick Tanzi                                By /s/ Nick Tanzi
  ------------------------------                   ----------------------------
  Name:  Nick Tanzi                                Name:  Nick Tanzi
  Title: President & COO                           Title: President & COO


METROMEDIA FIBER NETWORK                         METROMEDIA FIBER NETWORK
   OF ILLINIOS, INC.                                INTERNATIONAL, INC.


By /s/ Nick Tanzi                                By /s/ Nick Tanzi
  ------------------------------                   ----------------------------
  Name:  Nick Tanzi                                Name:  Nick Tanzi
  Title: President & COO                           Title: President & COO


MFN EUROPE FINANCE, INC                          MFN INTERNATIONAL, L.L.C.


By /s/ Nick Tanzi                                By /s/ Nick Tanzi
  ------------------------------                   ----------------------------
  Name:  Nick Tanzi                                Name:  Nick Tanzi
  Title: President & COO                           Title: President & COO


MFN JAPAN BACKHAUL, INC.                         MFN PURCHASING, INC.


By /s/ Nick Tanzi                                By /s/ Nick Tanzi
  ------------------------------                   ----------------------------
  Name:  Nick Tanzi                                Name:  Nick Tanzi
  Title: President & COO                           Title: President & COO




                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -97-




                                 THE ADMINISTRATIVE AGENT


                                 CITICORP, USA, INC., as Administrative Agent


                                 By /s/ Caesar W. Wyszomirski
                                   ----------------------------------------
                                   Name:  Caesar W. Wyszomirski
                                   Title: Vice President
1


                                 PURCHASERS
                                 ----------

                                 CITIBANK USA, INC.


                                 By /s/ Caesar W. Wyszomirski
                                   ----------------------------------------
                                   Name:  Caesar W. Wyszomirski
                                   Title: Vice President





                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -98-



                          MERRILL LYNCH GLOBAL ALLOCATION
                            FUND, INC.


                          By: /s/ Lisa Ann O'Donnell
                              ----------------------
                                Lisa Ann O'Donnell
                                Director, Merrill Lynch Investment Managers
                                Authorized Signatory

                          MERRILL LYNCH EQUITY/CONVERTIBLE
                            SERIES GLOBAL ALLOCATION PORTFOLIO


                          By:  /s/ Lisa Ann O'Donnell
                               ----------------------
                                Lisa Ann O'Donnell
                                Director, Merrill Lynch Investment Managers
                                Authorized Signatory

                          MERRILL LYNCH VARIABLE SERIES
                            FUNDS, INC.
                              (MERRILL LYNCH GLOBAL ALLOCATION
                               FOCUS FUND)


                          By: /s/ Bryan N. Ison
                              ------------------------
                                Bryan N. Ison
                                First Vice President, Merrill Lynch Investment
                                   Managers
                                Authorized Signatory

                          MERRILL LYNCH SERIES FUND, INC.
                           (GLOBAL ALLOCATION STRATEGY
                           PORTFOLIO)


                          By: /s/ Lisa Ann O'Donnell
                              ----------------------
                              Lisa Ann O'Donnell
                              Director, Merrill Lynch Investment Managers
                              Authorized Signatory




                          NOTE AND GUARANTEE AGREEMENT

<Page>

                                      -99-



                                 JOHN W. KLUGE, CHASE MANHATTAN
                                   BANK AND STUART SUBOTNICK,
                                   TRUSTEES UNDER A TRUST AGREEMENT
                                   BETWEEN JOHN W KLUGE, AS GRANTOR
                                   AND JOHN W. KLUGE AND
                                   MANUFACTURERS HANOVER TRUST
                                   COMPANY, AS TRUSTEES, DATED MAY 30,
                                   1984, AS AMENDED AND RESTATED


                                 By /s/ John W. Kluge
                                   ----------------------------------
                                   Name:  John W. Kluge
                                   Title:




                          NOTE AND GUARANTEE AGREEMENT