Execution
      Version

    
      

    

     

    SECOND
      AMENDED AND RESTATED

     

    CREDIT
      AGREEMENT

     

    Dated
      as
      of October 20, 2008

     

    among

     

    OTELCO
      INC.,

     

    as
      Borrower,

     

    THE
      OTHER
      CREDIT PARTIES SIGNATORY HERETO,

     

    as
      Credit
      Parties,

     

    THE
      LENDERS SIGNATORY HERETO

     

    FROM
      TIME
      TO TIME,

     

    as
      Lenders,

     

    and

     

    GENERAL
      ELECTRIC CAPITAL CORPORATION,

     

    as
      Administrative Agent, Agent and Lender


     

    GE
      CAPITAL
      MARKETS,
      INC.

     

    as
      Lead Arranger and Sole Bookrunner


     

    COBANK,
      ACB

     

    as
      Co-Lead Arranger and Lender

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	 	 	
              Page

            
	 	 	 	 
	
              1

            	
              AMOUNT
                AND TERMS OF CREDIT

            	
              3

            
	 	 	 	 
	 	
              1.1

            	
              Credit
                Facilities

            	
              3

            
	 	
              1.2

            	
              [Intentionally
                Omitted]

            	
              6

            
	 	
              1.3

            	
              Prepayments

            	
              6

            
	 	
              1.4

            	
              Use
                of Proceeds

            	
              10

            
	 	
              1.5

            	
              Interest
                and Applicable Margins

            	
              11

            
	 	
              1.6

            	
              [Intentionally
                Omitted]

            	
              14

            
	 	
              1.7

            	
              [Intentionally
                Omitted]

            	
              14

            
	 	
              1.8

            	
              Cash
                Management Systems

            	
              14

            
	 	
              1.9

            	
              Fees

            	
              14

            
	 	
              1.10

            	
              Receipt
                of Payments

            	
              14

            
	 	
              1.11

            	
              Application
                and Allocation of Payments

            	
              14

            
	 	
              1.12

            	
              Loan
                Account and Accounting

            	
              15

            
	 	
              1.13

            	
              Indemnity

            	
              16

            
	 	
              1.14

            	
              Access

            	
              17

            
	 	
              1.15

            	
              Taxes

            	
              18

            
	 	
              1.16

            	
              Capital
                Adequacy; Increased Costs; Illegality

            	
              18

            
	 	
              1.17

            	
              Single
                Loan

            	
              20

            
	 	 	 	 
	
              2

            	
              CONDITIONS
                PRECEDENT

            	
              20

            
	 	 	 	 
	 	
              2.1

            	
              Conditions
                to the Additional Term Loans

            	
              20

            
	 	
              2.2

            	
              Further
                Conditions to Each Loan

            	
              23

            
	 	 	 	 
	
              3

            	
              REPRESENTATIONS
                AND WARRANTIES

            	
              24

            
	 	 	 	 
	 	
              3.1

            	
              Corporate
                Existence; Compliance with Law

            	
              25

            
	 	
              3.2

            	
              Executive
                Offices, Collateral Locations, FEIN

            	
              26

            
	 	
              3.3

            	
              Corporate
                Power, Authorization, Enforceable Obligations

            	
              26

            
	 	
              3.4

            	
              Financial
                Statements and Projections

            	
              27

            
	 	
              3.5

            	
              Material
                Adverse Effect

            	
              28

            
	 	
              3.6

            	
              Ownership
                of Property; Liens

            	
              29

            
	 	
              3.7

            	
              Labor
                Matters

            	
              30

            
	 	
              3.8

            	
              Ventures,
                Subsidiaries and Affiliates; Outstanding Stock and
                Indebtedness

            	
              30

            
	 	
              3.9

            	
              Government
                Regulation

            	
              30

            
	 	
              3.10

            	
              Margin
                Regulations

            	
              31

            
	 	
              3.11

            	
              Taxes

            	
              31

            
	 	
              3.12

            	
              ERISA

            	
              32

            
	 	
              3.13

            	
              No
                Litigation

            	
              33

            
	 	
              3.14

            	
              Brokers

            	
              33

            
	 	
              3.15

            	
              Intellectual
                Property

            	
              33

            


    

     

    
      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              3.16

            	
              Full
                Disclosure; Perfection of Liens

            	
              34

            
	 	
              3.17

            	
              Environmental
                Matters

            	
              34

            
	 	
              3.18

            	
              Insurance

            	
              35

            
	 	
              3.19

            	
              Accounts

            	
              35

            
	 	
              3.20

            	
              Government
                Contracts

            	
              35

            
	 	
              3.21

            	
              Customer
                and Trade Relations

            	
              35

            
	 	
              3.22

            	
              Agreements
                and Other Documents

            	
              36

            
	 	
              3.23

            	
              Solvency

            	
              36

            
	 	
              3.24

            	
              [Intentionally
                Omitted]

            	
              36

            
	 	
              3.25

            	
              Country
                Road Acquisition Agreement

            	
              37

            
	 	
              3.26

            	
              Subordinated
                Debt

            	
              37

            
	 	
              3.27

            	
              Capitalization

            	
              38

            
	 	
              3.28

            	
              OFAC

            	
              38

            
	 	
              3.29

            	
              Patriot
                Act

            	
              39

            
	 	 	 	 
	
              4

            	
              FINANCIAL
                STATEMENTS AND INFORMATION

            	
              39

            
	 	 	 	 
	 	
              4.1

            	
              Reports
                and Notices

            	
              39

            
	 	
              4.2

            	
              Communication
                with Accountants

            	
              39

            
	 	 	 	 
	
              5

            	
              AFFIRMATIVE
                COVENANTS

            	
              39

            
	 	 	 	 
	 	
              5.1

            	
              Maintenance
                of Existence and Conduct of Business

            	
              39

            
	 	
              5.2

            	
              Payment
                of Charges

            	
              40

            
	 	
              5.3

            	
              Books
                and Records

            	
              40

            
	 	
              5.4

            	
              Insurance;
                Damage to or Destruction of Collateral

            	
              41

            
	 	
              5.5

            	
              Compliance
                with Laws

            	
              43

            
	 	
              5.6

            	
              Supplemental
                Disclosure

            	
              43

            
	 	
              5.7

            	
              Intellectual
                Property

            	
              43

            
	 	
              5.8

            	
              Environmental
                Matters

            	
              44

            
	 	
              5.9

            	
              Landlords'
                Agreements, Mortgagee Agreements, Bailee Letters and Real Estate
                Purchases

            	
              45

            
	 	
              5.10

            	
              Interest
                Rate Protection

            	
              45

            
	 	
              5.11

            	
              CoBank
                Capital

            	
              46

            
	 	
              5.12

            	
              Further
                Assurances

            	
              46

            
	 	
              5.13

            	
              Subsidiaries
                and Collateral

            	
              46

            
	 	
              5.14

            	
              Change
                of Law Applicable to Mid-Missouri Telephone

            	
              46

            
	 	
              5.15

            	
              Change
                of Law Applicable to Mid-Maine Telecom

            	
              47

            
	 	
              5.16

            	
              Change
                of Law Applicable to War Acquisition

            	
              48

            
	 	
              5.17

            	
              Post-Closing
                Regulatory Deliverables

            	
              48

            
	 	 	 	 
	
              6

            	
              NEGATIVE
                COVENANTS

            	
              49

            
	 	 	 
	 	
              6.1

            	
              Mergers,
                Subsidiaries, Etc.

            	
              49

            
	 	
              6.2

            	
              Investments;
                Loans and Advances

            	
              53

            
	 	
              6.3

            	
              Indebtedness

            	
              55

            
	 	
              6.4

            	
              Employee
                Loans and Affiliate Transactions

            	
              58

            
	 	
              6.5

            	
              Capital
                Structure and Business

            	
              59

            


    

     

    
      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              6.6

            	
              Guaranteed
                Indebtedness

            	
              60

            
	 	
              6.7

            	
              Liens

            	
              60

            
	 	
              6.8

            	
              Sale
                of Stock and Assets

            	
              61

            
	 	
              6.9

            	
              ERISA

            	
              62

            
	 	
              6.10

            	
              Financial
                Covenants

            	
              63

            
	 	
              6.11

            	
              Hazardous
                Materials

            	
              63

            
	 	
              6.12

            	
              Sale/Leasebacks

            	
              63

            
	 	
              6.13

            	
              Cancellation
                of Indebtedness

            	
              63

            
	 	
              6.14

            	
              Restricted
                Payments

            	
              63

            
	 	
              6.15

            	
              Change
                of Corporate Name or Location; Change of Fiscal Year

            	
              65

            
	 	
              6.16

            	
              No
                Impairment of Intercompany Transfers

            	
              66

            
	 	
              6.17

            	
              No
                Speculative Transactions

            	
              66

            
	 	
              6.18

            	
              [Intentionally
                Omitted]

            	
              66

            
	 	
              6.19

            	
              Changes
                Relating to Subordinated Debt; Material Contracts

            	
              66

            
	 	
              6.20

            	
              Holding
                Companies

            	
              67

            
	 	
              6.21

            	
              Designated
                Senior Debt

            	
              67

            
	 	
              6.22

            	
              Limitations
                on Accumulation of Funds

            	
              67

            
	 	
              6.23

            	
              Limitations
                on Creation of Subsidiaries

            	
              68

            
	 	 	 	 
	
              7

            	
              TERM

            	
              69

            
	 	 	 	 
	 	
              7.1

            	
              Termination

            	
              69

            
	 	
              7.2

            	
              Survival
                of Obligations Upon Termination of Financing Arrangements

            	
              69

            
	 	 	 	 
	
              8

            	
              EVENTS
                OF DEFAULT; RIGHTS AND REMEDIES

            	
              70

            
	 	 	 	 
	 	
              8.1

            	
              Events
                of Default

            	
              70

            
	 	
              8.2

            	
              Remedies

            	
              72

            
	 	
              8.3

            	
              Waivers
                by Credit Parties

            	
              73

            
	 	 	 	 
	
              9

            	
              ASSIGNMENT
                AND PARTICIPATIONS; APPOINTMENT OF AGENT

            	
              73

            
	 	 	 	 
	 	
              9.1

            	
              Assignment
                and Participations

            	
              73

            
	 	
              9.2

            	
              Appointment
                of Agent

            	
              76

            
	 	
              9.3

            	
              Agent's
                Reliance, Etc.

            	
              76

            
	 	
              9.4

            	
              GE
                Capital and Affiliates

            	
              77

            
	 	
              9.5

            	
              Lender
                Credit Decision

            	
              77

            
	 	
              9.6

            	
              Indemnification

            	
              77

            
	 	
              9.7

            	
              Successor
                Agent

            	
              78

            
	 	
              9.8

            	
              Setoff
                and Sharing of Payments

            	
              79

            
	 	
              9.9

            	
              Advances;
                Payments; Non-Funding Lenders; Information; Actions in
                Concert

            	
              79

            
	 	 	 	 
	
              10

            	
              SUCCESSORS
                AND ASSIGNS

            	
              82

            
	 	 	 	 
	 	
              10.1

            	
              Successors
                and Assigns

            	
              82

            
	 	 	 	 
	
              11

            	
              MISCELLANEOUS

            	
              82

            


    

     

    
      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      
 

    
      	 	
              11.1

            	
              Complete
                Agreement; Modification of Agreement

            	
              82

            
	 	
              11.2

            	
              Amendments
                and Waivers; Joinder Agreement

            	
              82

            
	 	
              11.3

            	
              Fees
                and Expenses

            	
              85

            
	 	
              11.4

            	
              No
                Waiver

            	
              86

            
	 	
              11.5

            	
              Remedies

            	
              87

            
	 	
              11.6

            	
              Severability

            	
              87

            
	 	
              11.7

            	
              Conflict
                of Terms

            	
              87

            
	 	
              11.8

            	
              Confidentiality

            	
              87

            
	 	
              11.9

            	
              GOVERNING
                LAW

            	
              88

            
	 	
              11.10

            	
              Notices

            	
              88

            
	 	
              11.11

            	
              Section
                Titles

            	
              89

            
	 	
              11.12

            	
              Counterparts

            	
              89

            
	 	
              11.13

            	
              WAIVER
                OF JURY TRIAL

            	
              89

            
	 	
              11.14

            	
              Press
                Releases and Related Matters

            	
              89

            
	 	
              11.15

            	
              Reinstatement

            	
              90

            
	 	
              11.16

            	
              Advice
                of Counsel

            	
              90

            
	 	
              11.17

            	
              No
                Strict Construction

            	
              90

            
	 	
              11.18

            	
              Effect
                of Amendment and Restatement of the Original Credit
                Agreement

            	
              90

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    INDEX
      OF APPENDICES

     

    
      	
              Annex
                A (Recitals)

            	
              -

            	
              Definitions

            
	
              Annex
                B (Section
                1.2)

            	
              -

            	
              [Intentionally
                Omitted]

            
	
              Annex
                C (Section
                1.8)

            	
              -

            	
              Cash
                Management System

            
	
              Annex
                D-1 (Section
                2.1(a))

            	
              -

            	
              Closing
                Checklist

            
	
              Annex
                D-2 (Section
                2.1(a))

            	
              -

            	
              Funding
                Checklist

            
	
              Annex
                E (Section
                4.1(a))

            	
              -

            	
              Financial
                Statements and Projections — Reporting

            
	
              Annex
                F (Section
                4.1(b))

            	
              -

            	
              Collateral
                Reports

            
	
              Annex
                G (Section
                6.10)

            	
              -

            	
              Financial
                Covenants

            
	
              Annex
                H (Section
                9.9(a))

            	
              -

            	
              Lenders'
                Wire Transfer Information

            
	
              Annex
                I (Section
                11.10)

            	
              -

            	
              Notice
                Addresses

            
	
              Annex
                J (from Annex A-

            	 	 
	
              Commitments
                definition)

            	
              -

            	
              Commitments
                as of Second Restatement Closing Date

            
	 	 	 
	
              Exhibit
                1.1(a)(i)

            	
              -

            	
              Form
                of Notice of Revolving Credit Advance

            
	
              Exhibit
                1.1(a)(ii)

            	
              -

            	
              Form
                of Revolving Note

            
	
              Exhibit
                1.1(b)

            	
              -

            	
              Form
                of Term Note

            
	
              Exhibit
                1.1(c)(i)

            	
              -

            	
              Form
                of Notice of Swing Line Advance

            
	
              Exhibit
                1.1(c)(ii)

            	
              -

            	
              Form
                of Swing Line Note

            
	
              Exhibit
                1.5(e)

            	
              -

            	
              Form
                of Notice of Conversion/Continuation

            
	
              Exhibit
                6.3(a)(viii)

            	 	
              Form
                of Subordinated Intercompany Note

            
	
              Exhibit
                6.23

            	
              -

            	
              Form
                of Joinder Agreement

            
	
              Exhibit
                9.1(a)

            	
              -

            	
              Form
                of Assignment Agreement

            
	 	 	 
	
              Schedule
                A

            	
              -

            	
              Consolidated
                EBITDA, Capital Expenditures and Interest Expense -
                2007/2008

            
	
              Schedule
                D-1

            	
              -

            	
              Funding
                Consents

            
	
              Schedule
                D-2

            	
              -

            	
              Pending
                Appeals

            
	
              Schedule
                1.1

            	
              -

            	
              Agent's
                Representatives

            
	
              Disclosure
                Schedule 1.4

            	
              -

            	
              Sources
                and Uses; Funds Flow Memorandum

            
	
              Disclosure
                Schedule 3.1

            	
              -

            	
              Type
                of Entity; State of Organization; Telecommunications
                Approvals

            
	
              Disclosure
                Schedule 3.2

            	
              -

            	
              Executive
                Offices, Collateral Locations, FEIN

            
	
              Disclosure Schedule 3.4(a)

            	
              -

            	
              Financial
                Statements

            
	
              Disclosure
                Schedule 3.4(b)

            	
              -

            	
              Pro
                Forma

            
	
              Disclosure
                Schedule 3.6

            	
              -

            	
              Real
                Property

            
	
              Disclosure
                Schedule 3.7

            	
              -

            	
              Labor
                Matters

            
	
              Disclosure
                Schedule 3.8

            	
              -

            	
              Ventures,
                Subsidiaries and Affiliates; Outstanding Stock 

            
	
              Disclosure
                Schedule 3.11

            	
              -

            	
              Tax
                Matters

            
	
              Disclosure
                Schedule 3.12

            	
              -

            	
              ERISA
                Plans

            
	
              Disclosure
                Schedule 3.13

            	
              -

            	
              Litigation

            
	
              Disclosure
                Schedule 3.14

            	
              -

            	
              Brokers

            
	
              Disclosure
                Schedule 3.15

            	
              -

            	
              Intellectual
                Property

            
	
              Disclosure
                Schedule 3.17

            	
              -

            	
              Hazardous
                Materials

            


    

     

    
      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      
 

    
      	
              Disclosure
                Schedule 3.18

            	
              -

            	
              Insurance

            
	
              Disclosure
                Schedule 3.19

            	
              -

            	
              Accounts

            
	
              Disclosure
                Schedule 3.20

            	
              -

            	
              Government
                Contracts

            
	
              Disclosure
                Schedule 3.22

            	
              -

            	
              Material
                Agreements

            
	
              Disclosure
                Schedule 3.27

            	
              -

            	
              Capitalization

            
	
              Disclosure
                Schedule 6.2

            	
              -

            	
              Investments

            
	
              Disclosure
                Schedule 6.3

            	
              -

            	
              Indebtedness

            
	
              Disclosure
                Schedule 6.4(a)

            	
              -

            	
              Transactions
                with Affiliates

            
	
              Disclosure
                Schedule 6.6

            	 	
              Guaranteed
                Indebtedness

            
	
              Disclosure
                Schedule 6.7

            	
              -

            	
              Existing
                Liens

            


    

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    


    This
      SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"),
      dated
      as of October 20, 2008 among OTELCO INC., a Delaware corporation ("Borrower");
      the
      other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION,
      a
      Delaware corporation (in its individual capacity, "GE
      Capital"),
      for
      itself, as Lender, and as Agent for Lenders, and the other Lenders signatory
      hereto from time to time.

     

    RECITALS

     

    WHEREAS,
      pursuant to the Credit Agreement dated as of December 21, 2004 among Borrower,
      GE Capital, as Lender and as Agent for Lenders and the other Lenders from time
      to time party thereto, as amended and restated pursuant to the Amended and
      Restated Credit Agreement dated as of July 3, 2006 among Borrower, GE Capital,
      as Lender and as Agent for Lenders, and the other Lenders from time to time
      party thereto, and as further amended by the First Amendment to Amended and
      Restated Credit Agreement dated as of July 13, 2007 among Borrower, GE Capital,
      as Lender and as Agent for Lenders, and the other Lenders from time to time
      party thereto (as so amended and as otherwise amended, supplemented or otherwise
      modified prior to the date hereof, the "Original
      Credit Agreement"),
      the
      Lenders extended Original Term Loans (as defined below) to Borrower in the
      initial aggregate principal amount of One Hundred Twenty Million Dollars
      ($120,000,000), of which $64,646,967.88 remains outstanding, and made available
      to Borrower a Revolving Loan Commitment in a principal amount of up to Fifteen
      Million Dollars ($15,000,000); 

     

    WHEREAS,
      Borrower has requested that the Lenders and Agent amend and restate (but not
      novate) the terms and conditions of the Original Credit Agreement on the terms
      and conditions further set forth herein in order to, among other
      things, provide
      for the extension to Borrower of One
      Hundred Eight Million Eight Hundred Fifty-Three Thousand Thirty-Two Dollars
      and
      Twelve Cents ($108,853,032.12)
      of
      Additional Term Loans (as defined below) to finance the Country Road
      Acquisition, to provide working capital for the Borrower and its Subsidiaries
      and for other corporate purposes, to fund permitted capital expenditures and
      to
      pay transaction fees and expenses related to the amendment and restatement
      of
      this Agreement and the Country Road Acquisition; and for these purposes, each
      Term Lender having an Additional Term Loan Commitment is willing to make such
      Additional Term Loans to Borrower and amend and restate the Original Credit
      Agreement upon the terms and conditions set forth herein; 

     

    WHEREAS,
      Borrower, Lenders and Agent have agreed to enter into this Agreement as of
      the
      date hereof, which Agreement shall become effective upon satisfaction of the
      conditions set forth in Section 2.1A; provided, however, no Lender shall be
      obligated to make any Loan, or take, fulfill or perform any other action
      hereunder, until all of the conditions set forth in Section 2.1A and
      Section 2.1B have been satisfied or provided for in a manner satisfactory to
      Agent and Lenders; 

     

    WHEREAS,
      pursuant to the Original Credit Agreement Borrower agreed to secure all of
      its
      obligations under the Loan Documents by granting to Agent, for the benefit
      of
      Agent and Lenders, a security interest in and lien upon substantially all of
      its
      existing and after-acquired personal and real property;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WHEREAS,
      in connection with this amendment and restatement of the Original Credit
      Agreement on the terms and conditions further set forth herein and the extension
      of the Additional Term Loans hereunder, and as a condition to the funding by
      the
      Lenders of the same, each of the parties to the Collateral Documents
      acknowledges and reaffirms (a) the continuance of Agent's Liens, on behalf
      of
      itself and Lenders, pursuant to the Collateral Documents and (b) the continuing
      effectiveness of Collateral Documents as security for the Obligations, including
      the Additional Term Loans advanced hereunder;

     

    WHEREAS,
      pursuant to the Original Credit Agreement, each of the Guarantors guaranteed
      all
      of the obligations of Borrower to Agent and Lenders under the Loan Documents
      and
      granted to Agent, for the benefit of Agent and Lenders, a security interest
      in
      and lien upon substantially all of its existing and after-acquired personal
      and
      real property to secure such guaranty,
      other
      than property of a PUC Restricted Subsidiary;
      

     

    WHEREAS,
      in connection with the amendment and restatement of the Original Credit
      Agreement on the terms and conditions further set forth herein and the extension
      of the Additional Term Loans hereunder, and as a condition to the funding by
      the
      Lenders of the same, each of the Guarantors acknowledges and reaffirms (a)
      the
      continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to
      the
      Collateral Documents, (b) the continuing effectiveness of the Subsidiary
      Guaranty pursuant to which it guarantees all of the obligations of Borrower
      to
      Agent and Lenders under the Loan Documents, including the obligations of
      Borrower in connection with the Additional Term Loans and (c) the continuing
      effectiveness of the Security Agreement, pursuant to which it granted to Agent,
      for the benefit of Agent and Lenders, of a security interest in and lien upon
      substantially all of its existing and after-acquired personal property,
      other
      than property of a PUC Restricted Subsidiary,
      to
      secure, among other things, its obligations under the Subsidiary Guaranty;
      and

     

    WHEREAS,
      capitalized terms used in this Agreement shall have the meanings ascribed to
      them in Annex
      A
      and, for
      purposes of this Agreement and the other Loan Documents, the rules of
      construction set forth in Annex A
      shall
      govern. All Annexes, Disclosure Schedules, Exhibits and other attachments
      (collectively, "Appendices")
      hereto, or expressly identified to this Agreement, are incorporated herein
      by
      reference, and taken together with this Agreement, shall constitute but a single
      agreement. These Recitals shall be construed as part of the
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      contained, and for other good and valuable consideration, the parties hereto
      hereby amend and restate the Original Credit Agreement in its entirety and
      agree
      as follows:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      
        1
          AMOUNT
          AND TERMS OF CREDIT

      

    

     

    1.1 Credit
      Facilities.

     

    (a) Revolving
      Credit Facility.

     

    (i) Subject
      to the terms and conditions hereof, each Revolving Lender agrees to make
      available to Borrower from time to time from the Second Restatement Closing
      Date
      until the Commitment Termination Date its Pro Rata Share of advances (each,
      a
      "Revolving
      Credit Advance").
      The
      Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any
      time exceed its separate Revolving Loan Commitment. The obligations of each
      Revolving Lender hereunder shall be several and not joint. Until the Commitment
      Termination Date and subject to the terms and conditions hereof, Borrower may
      from time to time borrow, repay and reborrow under this Section
      1.1(a);
      provided,
      that
      the amount of any Revolving Credit Advance to be made at any time shall not
      exceed Borrowing Availability at such time. Each Revolving Credit Advance shall
      be made on notice by Borrower to one of the representatives of Agent identified
      in Schedule
      1.1
      at the
      address specified therein. Any such notice must be given no later than (1)
      1:00
      p.m. (New York time) on the Business Day of the proposed Revolving Credit
      Advance, in the case of an Index Rate Loan, or (2) 11:00 a.m. (New York time)
      on
      the date which is three (3) Business Days prior to the proposed Revolving Credit
      Advance, in the case of a LIBOR Loan. Each such notice (a "Notice
      of Revolving Credit Advance")
      must
      be given in writing (by telecopy or overnight courier) substantially in the
      form
      of Exhibit
      1.1(a)(i),
      and
      shall include the information required in such Exhibit and such other
      information as may be required by Agent. If Borrower desires to have the
      Revolving Credit Advances bear interest by reference to a LIBOR Rate, it must
      comply with Section
      1.5(e).

     

    (ii) Except
      as
      provided in Section
      1.12,
      Borrower shall execute and deliver to each Revolving Lender on the Second
      Restatement Closing Date a note to evidence the Revolving Loan Commitment of
      that Revolving Lender. Each note shall be in the principal amount of the
      Revolving Loan Commitment of the applicable Revolving Lender, dated the Original
      Closing Date and substantially in the form of Exhibit
      1.1(a)(ii)
      (each a
      "Revolving
      Note"
      and,
      collectively, the "Revolving
      Notes").
      Each
      Revolving Note shall represent the obligation of Borrower to pay the amount
      of
      the applicable Revolving Lender's Revolving Loan Commitment or, if less, such
      Revolving Lender's Pro Rata Share of the aggregate unpaid principal amount
      of
      all Revolving Credit Advances to Borrower together with interest thereon as
      prescribed in Section
      1.5.
      The
      entire unpaid balance of the Revolving Loan and all other non-contingent
      Obligations shall be immediately due and payable in full in immediately
      available funds on the Commitment Termination Date.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (b) Original
      Term Loan; Additional Term Loan.

     

    (i) Pursuant
      to the Original Credit Agreement, Lenders party thereto advanced a term loan
      to
      Borrower in the aggregate principal amount of $120,000,000 (the "Original
      Term Loan"),
      of
      which $64,646,967.88 remains outstanding. On the Second Restatement Closing
      Date
      and subject to the satisfaction or waiver by Agent and each Lender of each
      of
      the conditions set forth in Section 2,
      the
      Lenders agree that the terms and conditions of the Original Term Loan shall
      be
      amended and restated on the terms and conditions set forth herein. Subject
      to the terms and conditions hereof, each Term Lender having an Additional Term
      Loan Commitment agrees to make a term loan (collectively, the "Additional
      Term Loan")
      on the
      Second Restatement Closing Date to Borrower in the original principal amount
      of
      its Additional Term Loan Commitment. The obligations of each Term Lender
      hereunder shall be several and not joint. The Term Loan shall be evidenced
      by
      promissory notes substantially in the form of Exhibit
      1.1(b)
      (each a
      "Term
      Note"
      and
      collectively the "Term
      Notes"),
      and,
      except as provided in Section
      1.12,
      Borrower shall execute and deliver each Term Note on the Second Restatement
      Closing Date to the applicable Term Lender. Each Term Note shall represent
      the
      obligation of Borrower to pay the amount of the applicable Term Lender's Total
      Term Loan Commitment, together with interest thereon as prescribed in
Section
      1.5.
      Borrower
      further agrees that, promptly after the receipt from a Lender of an original
      Term Note executed and delivered by Borrower pursuant to the Original Credit
      Agreement and marked “cancelled”, Borrower shall execute and deliver to such
      Lender a new Term Note in replacement of such Term Note in the principal amount
      of the Term Loan of such Lender hereunder. Each Term Note shall represent the
      obligation of Borrower to pay the amount of the applicable Term Lender’s Total
      Term Loan Commitment, together with interest thereon as prescribed in
Section
      1.5.

     

    (ii) [Intentionally
      Omitted]

     

    (iii) The
      entire unpaid balance of the Term Loan shall be due and payable in full in
      immediately available funds on the Commitment Termination Date, if not sooner
      paid in full. No payment with respect to the Term Loan may be reborrowed.


     

    (iv) Each
      payment of principal with respect to the Term Loan made pursuant to this
Section
      1.1(b) shall
      be
      paid to Agent for the ratable benefit of each Term Lender, ratably in proportion
      to each such Term Lender's respective Total Term Loan Commitment. 

     

    (c) Swing
      Line Facility.

     

    (i) Subject
      to the terms and conditions hereof, the Swing Line Lender shall make available
      from time to time from the Second Restatement Closing Date until the Commitment
      Termination Date advances (each, a "Swing
      Line Advance")
      in
      accordance with this Section
      1.1(c).
      The
      aggregate amount of Swing Line Advances outstanding shall not exceed at any
      time
      the lesser of (A) the Swing Line Commitment and (B) the Maximum Amount less
      the
      sum of the outstanding balance of the Revolving Loan at such time and the
      Reserves in effect at such time ("Swing
      Line Availability").
      Until
      the Commitment Termination Date, Borrower may from time to time borrow, repay
      and reborrow under this Section
      1.1(c).
      Each
      Swing Line Advance shall be made pursuant to a notice of Swing Line Advance
      (a
      "Notice
      of Swing Line Advance")
      in
      writing substantially in the form of Exhibit
      1.1(c)(i),
      delivered by Borrower to the Swing Line Lender and Agent in accordance with
      this
Section
      1.1(c).
      Any
      such notice must be given no later than 1:00 p.m. (New York time) on the
      Business Day of the proposed Swing Line Advance. Unless the Swing Line Lender
      has received at least one Business Day's prior written notice from Requisite
      Revolving Lenders instructing it not to make a Swing Line Advance, the Swing
      Line Lender shall, notwithstanding the failure of any condition precedent set
      forth in Section
      2.2,
      be
      entitled to fund that Swing Line Advance, and to have such Revolving Lender
      make
      Revolving Credit Advances in accordance with Section
      1.1(c)(iii)
      or
      purchase participating interests in accordance with Section
      1.1(c)(iv).
      Notwithstanding any other provision of this Agreement or the other Loan
      Documents, the Swing Line Loan shall constitute an Index Rate Loan. Borrower
      shall repay the aggregate outstanding principal amount of the Swing Line Loan
      upon demand therefor by Agent. 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (ii) Borrower
      shall execute and deliver to the Swing Line Lender on the Second Restatement
      Closing Date a promissory note to evidence the Swing Line Commitment. Such note
      shall be in the principal amount of the Swing Line Commitment of the Swing
      Line
      Lender, dated the Original Closing Date and substantially in the form of
Exhibit
      1.1(c)(ii)
      (the
      "Swing
      Line Note").
      The
      Swing Line Note shall represent the obligation of Borrower to pay the amount
      of
      the Swing Line Commitment or, if less, the aggregate unpaid principal amount
      of
      all Swing Line Advances made to Borrower together with interest thereon as
      prescribed in Section
      1.5.
      The
      entire unpaid balance of the Swing Line Loan and all other noncontingent
      Obligations shall be immediately due and payable in full in immediately
      available funds on the Commitment Termination Date if not sooner paid in
      full.

     

    (iii) The
      Swing
      Line Lender, at any time and from time to time but no less frequently than
      once
      weekly, shall on behalf of Borrower (and Borrower hereby irrevocably authorizes
      the Swing Line Lender to so act on its behalf) request each Revolving Lender
      (including the Swing Line Lender) to make a Revolving Credit Advance to Borrower
      (which shall be an Index Rate Loan) in an amount equal to that Revolving
      Lender's Pro Rata Share of the principal amount of the Swing Line Loan (the
      "Refunded
      Swing Line Loan")
      outstanding on the date such notice is given. Unless any of the events described
      in Sections
      8.1(h)
      or
8.1(i)
      has
      occurred (in which event the procedures of Section
      1.1(c)(iv)
      shall
      apply) and regardless of whether the conditions precedent set forth in this
      Agreement to the making of a Revolving Credit Advance are then satisfied, each
      Revolving Lender shall disburse directly to Agent, its Pro Rata Share of a
      Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00
      p.m.
      (New York time), in immediately available funds on the Business Day next
      succeeding the date that notice is given. The proceeds of the Revolving Credit
      Advances referred to in the immediately preceding sentence shall be immediately
      paid to the Swing Line Lender and applied to repay the Refunded Swing Line
      Loan.


     

    (iv) If,
      prior
      to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to
      Section
      1.1(c)(iii),
      one of
      the events described in Sections
      8.1(h)
      or
8.1(i)
      has
      occurred, then, subject to the provisions of Section
      1.1(c)(v)
      below,
      each Revolving Lender shall, on the date such Revolving Credit Advance was
      to
      have been made for the benefit of Borrower, purchase from the Swing Line Lender
      an undivided participation interest in the Swing Line Loan in an amount equal
      to
      its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender
      shall promptly transfer to the Swing Line Lender, in immediately available
      funds, the amount of its participation interest.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (v) Each
      Revolving Lender's obligation to make Revolving Credit Advances in accordance
      with Section
      1.1(c)(iii)
      and to
      purchase participation interests in accordance with Section
      1.1(c)(iv)
      shall be
      absolute and unconditional and shall not be affected by any circumstance,
      including (A) any setoff, counterclaim, recoupment, defense or other right
      that
      such Revolving Lender may have against the Swing Line Lender, Borrower or any
      other Person for any reason whatsoever; (B) the occurrence or continuance of
      any
      Default or Event of Default; (C) any inability of Borrower to satisfy the
      conditions precedent to borrowing set forth in this Agreement at any time or
      (D)
      any other circumstance, happening or event whatsoever, whether or not similar
      to
      any of the foregoing. If any Revolving Lender does not make available to Agent
      or the Swing Line Lender, as applicable, the amount required pursuant to
Sections
      1.1(c)(iii)
      or
1.1(c)(iv),
      as the
      case may be, the Swing Line Lender shall be entitled to recover such amount
      on
      demand from such Revolving Lender, together with interest thereon for each
      day
      from the date of non-payment until such amount is paid in full at the Federal
      Funds Rate for the first two Business Days and at the Index Rate
      thereafter.

     

    (d) Reliance
      on Notices.
      Agent
      shall be entitled to rely upon, and shall be fully protected in relying upon,
      any Notice of Revolving Credit Advance, Notice of Swing Line Advance, Notice
      of
      Conversion/Continuation or similar notice believed by Agent to be genuine.
      Agent
      may assume that each Person executing and delivering any notice in accordance
      herewith was duly authorized, unless the responsible individual acting thereon
      for Agent has actual knowledge to the contrary. 

     

    1.2 [Intentionally
      Omitted].

     

    1.3 Prepayments.

     

    (a) Voluntary
      Prepayments.
      Borrower
      may at any time on at least three (3) days’ prior notice to Agent and Lenders
      voluntarily prepay all of the Term Loan. In addition, subject
      to the
      following sentence, Borrower may at any time on at least three (3) days' prior
      written notice to Agent and Lenders voluntarily prepay part of the Term Loan;
      provided
      that any
      such partial prepayment shall be in a minimum amount of $1,000,000 and integral
      multiples of $500,000 in excess of such amount. Notwithstanding
      the preceding sentence, if Borrower has given notice of a voluntary partial
      prepayment of the Term Loan (such notice, a "Voluntary
      Partial Prepayment Notice"),
      any
      Term Lender holding a portion of the Term Loan may elect, by notice to Agent
      prior to the prepayment date, to decline the amount of such voluntary partial
      prepayment of the Term Loan to the extent it would be applied to prepay the
      portion of the Term Loan held by such declining Term Lender assuming none of
      the
      Term Lenders declined such prepayment (the aggregate amount, if any, so declined
      by the declining Term Lenders in respect of a Voluntary Partial Prepayment
      Notice, the "Declined
      Voluntary Prepayment Amount"),
      in
      which case (i) in respect of a Voluntary Partial Prepayment Notice Borrower
      may
      only prepay the Term Loan, and shall prepay the Term Loan, in each case in
      an
      amount equal to the amount of the voluntary partial prepayment specified in
      such
      Voluntary Partial Prepayment Notice less the Declined Voluntary Prepayment
      Amount in respect thereof and (ii) the amount prepaid shall be applied to the
      Term Loan pursuant to Section
      1.11(a)
      for the
      ratable benefit of each Term Lender that did not decline such prepayment.
In
      addition, Borrower may at any time on at least 10 days' prior written notice
      to
      Agent terminate the Revolving Loan Commitment; provided
      that
      upon such termination, all Loans and other Obligations shall be immediately
      due
      and payable in full. Any such voluntary prepayment and any such termination
      of
      the Revolving Loan Commitment must be accompanied by the payment of any LIBOR
      funding breakage costs in accordance with Section
      1.13(b).
      Upon
      any such termination of the Revolving Loan Commitment, Borrower's right to
      request Revolving Credit Advances shall simultaneously be terminated.


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (b) Mandatory
      Prepayments.

     

    (i) If
      at any
      time the sum of the outstanding balances of the Revolving Loan and the Swing
      Line Loan exceed the Maximum Amount less the Reserves as then in effect,
      Borrower shall immediately repay the aggregate outstanding Revolving Credit
      Advances to the extent required to eliminate such excess. 

     

    (ii) No
      later
      than the Business Day following receipt by any Credit Party of Net Cash Proceeds
      of any Disposition (other than Excluded Disposition Proceeds), Borrower shall
      prepay the Obligations in amount equal to the Net Cash Proceeds of such
      Disposition; provided,
      however,
      that so
      long as (a) no Default or Event of Default has occurred and is continuing,
      (b)
      the Net Cash Proceeds of all Dispositions (other than Excluded Disposition
      Proceeds) from the first day of the then current Fiscal Year through the
      applicable date of determination do not exceed $1,000,000 in the aggregate,
      or
      solely with respect to the War Disposition $10,000,000 in the aggregate, for
      all
      Credit Parties combined and (c) the applicable Credit Party shall have delivered
      to Agent written notice on or prior to the fifth Business Day after such
      Disposition (if such Disposition is a Condemnation) or on or prior to the third
      Business Day prior to the consummation of such Disposition (if such Disposition
      is not a Condemnation) of its election to allocate all or a portion of the
      Net
      Cash Proceeds of such Disposition to reinvest in capital assets used or to
      be
      used in the businesses of the Credit Parties of the type engaged in by the
      Credit Parties as of the Second Restatement Closing Date or businesses
      reasonably related thereto (a "Reinvestment
      Transaction"),
      the
      applicable Credit Party may apply all or a portion of such Net Cash Proceeds
      to
      such Reinvestment Transaction within 180 days following such Disposition, or
      solely with respect to the War Disposition 24 months following the War
      Disposition; provided,
      further,
      that
      (1) any portion of such Net Cash Proceeds that Borrower does not so elect in
      such written notice to allocate to such Reinvestment Transaction shall be
      applied to prepay the Loans in accordance with this Section
      1.3(b)(ii)
      no later
      than the Business Day following receipt thereof by Agent; (2) until such
      Reinvestment Transaction is consummated, the amount of such Net Cash Proceeds
      allocated to such Reinvestment Transaction shall either be (x) deposited in
      a
      cash collateral account held by Agent or (y) applied to reduce the outstanding
      principal balance of the Revolving Loan (which application shall not result
      in a
      permanent reduction of the Revolving Loan Commitment) and upon such application
      to the Revolving Loan Agent shall establish a Reserve against the Borrowing
      Availability in an amount equal to the amount of such proceeds so applied;
      (3)
      Borrower may request a Revolving Credit Advance or release from such cash
      collateral account, as applicable, to fund such Reinvestment Transaction and
      so
      long as the conditions in Section
      2.2
      have
      been met, Revolving Lenders shall make such Revolving Credit Advance or Agent
      shall release funds from such cash collateral account to fund such Reinvestment
      Transaction; (4) in the event such Net Cash Proceeds have been applied against
      the Revolving Loan, the Reserve established with respect to such Net Cash
      Proceeds shall be reduced by the amount of such Revolving Credit Advance; and
      (5) if such Reinvestment Transaction is not consummated within 180 days
      following such Disposition, or solely with respect to the War Disposition 24
      months following the War Disposition, or to the extent any portion of such
      Net
      Cash Proceeds allocated to such Reinvestment Transaction are not applied to
      such
      Reinvestment Transaction within 180 days following such Disposition, or solely
      with respect to the War Disposition 24 months following the War Disposition,
      (A)
      such Net Cash Proceeds then held in such account shall immediately be applied
      to
      prepay the Loans in accordance with this Section
      1.3(b)(ii)
      and (B)
      any Reserve allocated to such Reinvestment Transaction shall be immediately
      utilized through the borrowing by Borrower of a Revolving Credit Advance, the
      proceeds of which shall be applied to the prepayment of the Loans in accordance
      with this Section
      1.3(b)(ii).
      


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (iii) No
      later
      than the Business Day following receipt by any Credit Party of Net Cash Proceeds
      of any Debt Issuance (other than Excluded Debt Issuance Proceeds) or any Stock
      Issuance (other than Excluded Stock Issuance Proceeds), Borrower shall prepay
      the Obligations in an amount equal to such Net Cash Proceeds. No later than
      the
      Business Day following the ninetieth (90th) day following receipt by any Credit
      Party of Net Cash Proceeds of any Debt Issuance referred to in clause (c) or
      (d)
      of the definition of Excluded Debt Issuance Proceeds, Borrower shall prepay
      the
      Obligations in an amount equal to the amount (if any) of the Net Cash Proceeds
      from such Debt Issuance that have not been applied as provided in subclause
      (i)
      or (ii) of such clause (c) or (d), as applicable. No later than the Business
      Day
      following the ninetieth (90th) day following receipt by any Credit Party of
      Net
      Cash Proceeds of any Stock Issuance referred to in clause (c) of the definition
      of Excluded Stock Issuance Proceeds, Borrower shall prepay the Obligations
      in an
      amount equal to the amount (if any) of the Net Cash Proceeds from such Stock
      Issuance that have not been applied as provided in subclauses (i), (ii), (iii)
      or (iv) of such clause (c).

     

    (iv) On
      each
      IDS Payment Date occurring on or after June 30, 2005 on which the payment of
      cash interest on one
      or
      more series or issues of IDS Subordinated
      Notes is
      then prohibited pursuant to Section
      6.14
      (such
      one or more series or issues of IDS Subordinated Notes, the "Subject
      IDS Subordinated Notes"),
      Borrower shall prepay the Obligations in an aggregate amount equal to the lesser
      of: 

     

    (A)
      100%
      of the amount of (I) Distributable Cash as of such IDS Payment Date minus
      (II) the
      aggregate amount of cash dividends paid by Borrower on its common stock and
      cash
      interest payments made by Borrower on the Subordinated Debt in accordance with
      Sections
      6.14(e)
      and
(f)
      during
      the period from January 1, 2005 through the end of the Fiscal Quarter most
      recently ended prior to such IDS Payment Date, and 


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (B)
      60%
      of the Consolidated Interest Expense (excluding any PIK Amounts) accrued to
      and
      including such IDS Payment Date from the immediately preceding IDS Payment
      Date
      which is attributable to such Subject IDS Subordinated Notes.

     

    (v) On
      each
      IDS Payment Date occurring on or after June 30, 2005 on which the payment of
      cash dividends on Borrower’s Class A common stock is then prohibited pursuant to
Section
      6.14,
      Borrower shall prepay the Obligations in an aggregate amount equal to:


     

    (A)
      75%
      of the amount of Excess Cash as of such IDS Payment Date, minus 

     

    (B)
      the
      sum of (1) the aggregate amount of cash dividends paid by Borrower on its Class
      A common stock in accordance with Section
      6.14(e)
      during
      the period from January 1, 2005 through the end of the Fiscal Quarter most
      recently ended prior to such IDS Payment Date and (2) the amount, if any, of
      any
      mandatory prepayment of the Loans on such IDS Payment Date pursuant to
Section
      1.3(b)(iv).
      

     

    (vi) Borrower
      shall prepay the Obligations from insurance and condemnation proceeds in
      accordance with Section
      5.4(c)
      and the
      Mortgages, respectively.

     

    (vii) Upon
      the
      occurrence of a Change of Control, Borrower shall promptly (but in any event
      within three (3) Business Days of such Change of Control) deliver written notice
      to each Lender offering to prepay in full the aggregate principal amount of
      such
      Lender's Pro Rata Share of the Loans then outstanding, together with accrued
      and
      unpaid interest thereon, without premium, plus the payment of any LIBOR funding
      breakage costs in accordance with Section
      1.13(b).
      If a
      Lender shall, within ten (10) Business Days of its receipt of such notice,
      deliver to Borrower written notice of its acceptance of such offer, Borrower
      shall, within sixty (60) days of the occurrence of such Change of Control,
      prepay in full the aggregate principal amount of the such Lender's Pro Rata
      Share of the Loans outstanding as of the date of such prepayment, together
      with
      accrued and unpaid interest thereon, without premium, plus the payment of any
      LIBOR funding breakage costs in accordance with Section
      1.13(b)
      and the
      amount prepaid shall be applied to the Loans pursuant to Section
      1.11(a)
      for the
      ratable benefit of each Lender that accepted such offer. 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    The
      Agent
      shall give prompt notice to each Lender of the amount of each mandatory
      prepayment made by Borrower under this Section
      1.3(b).
      Notwithstanding the foregoing, if the amount of any mandatory prepayment made
      by
      Borrower under this Section
      1.3(b)
      (other
      than Section
      1.3(b)(i)
      and
Section
      1.3(b)(vii))
      shall
      be for less than all of the Term Loan (a "Mandatory
      Partial Term Prepayment"
      and the
      amount thereof the "Mandatory
      Partial Term Prepayment Amount"),
      any
      Term Lender holding a portion of the Term Loan may elect, by notice to Agent
      promptly following such Lender’s receipt of notice thereof pursuant to the
      preceding sentence, to decline to receive its ratable share of such Mandatory
      Partial Term Prepayment Amount, in which case the Mandatory Partial Term
      Prepayment Amount shall be applied to the Term Loan pursuant to Section
      1.11(a)
      for the
      ratable benefit of each Term Lender that did not decline such prepayment.


     

    (c) Application
      of Certain Mandatory Prepayments.
      Any
      prepayments made by Borrower pursuant to Sections
      1.3(b)(ii), (b)(iii), (b)(iv) or (b)(v)
      above,
      and any prepayments from insurance and condemnation proceeds in accordance
      with
Section
      5.4(c)
      and the
      Mortgage(s), respectively, shall be applied as follows: first,
      to Fees
      and reimbursable expenses of Agent then due and payable pursuant to any of
      the
      Loan Documents; second,
      to
      interest then due and payable on the Loans, ratably in proportion to the
      interest accrued as to each Loan; and third,
      to
      prepay the outstanding principal balance of the Loans, ratably in proportion
      to
      the outstanding principal balance of each Loan. Neither the Revolving Loan
      Commitment nor the Swing Line Commitment shall be permanently reduced by the
      amount of any such prepayments. 

     

    (d) Termination
      of Revolving Loan Commitment Upon Change of Control Mandatory
      Prepayment.
      To the
      extent that any Lender having a Revolving Loan Commitment elects to accept
      the
      offer of prepayment set forth in the notice delivered by Borrower pursuant
      to
Section
      1.3(b)(vii),
      on the
      date that Borrower prepays such Lender's Pro Rata Share of the Loans in
      accordance with Section 1.3(b)(vii), such Lender's Pro Rata Share of the
      Revolving Loan Commitment shall terminate and be reduced to zero; provided,
      however,
      that
      any such prepayment and any such termination of the Revolving Loan Commitment
      must be accompanied by the payment of any LIBOR funding breakage costs in
      accordance with Section
      1.13(b).
      Upon
      any such termination of the Revolving Loan Commitment, Borrower's right to
      request Revolving Credit Advances from such Lender shall simultaneously be
      terminated.

     

    (e) No
      Implied Consent.
      Nothing
      in this Section
      1.3
      shall be
      construed to constitute Agent's or any Lender's consent to any transaction
      that
      is not permitted by other provisions of this Agreement or the other Loan
      Documents.

     

    1.4 Use
      of
      Proceeds.
      The
      Borrower shall utilize the proceeds of the Original Term Loan, the Revolving
      Loan and the Swing Line Loan solely for the Refinancing (and to pay any related
      transaction expenses), and for the financing of Borrower's ordinary working
      capital and general corporate purposes, including without limitation Permitted
      Acquisitions, Restricted Payments and Consolidated Capital Expenditures, in
      each
      case to the extent not prohibited by this Agreement. Borrower shall utilize
      the
      proceeds of the Additional Term Loan to finance the Country Road Acquisition,
      to
      pay related fees and expenses and for the financing of Borrower's ordinary
      working capital and general corporate purposes, including without limitation
      Permitted Acquisitions, Restricted Payments and Consolidated Capital
      Expenditures, in each case to the extent not prohibited by this Agreement.
      Disclosure
      Schedule (1.4)
      contains
      a description of Borrower's sources and uses of the proceeds of the Additional
      Term Loan as of the Second Restatement Closing Date, including the sources
      and
      uses of any other funds to be applied to consummate the Country Road Acquisition
      and the Second Restatement Related Transactions, and a funds flow memorandum
      detailing how funds from each source are to be transferred to particular
      uses.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    1.5 Interest
      and Applicable Margins.

     

    (a) Borrower
      shall pay interest to Agent, for the ratable benefit of Lenders in accordance
      with the various Loans being made by each Lender, in arrears on each applicable
      Interest Payment Date, at the following rates: (i) with respect to the Revolving
      Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per
      annum or, at the election of Borrower, the applicable LIBOR Rate plus the
      Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving
      Credit Advances outstanding from time to time; (ii) with respect to the Term
      Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or,
      at
      the election of Borrower, the applicable LIBOR Rate plus the Applicable Term
      Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan,
      the
      Index Rate plus the Applicable Revolver Index Margin per annum.

     

    As
      of the
      Second Restatement Amendment Date, the Applicable Margins are as
      follows:

     

    
      	
              Applicable
                Revolver Index Margin

            	 	 	
              3.00

            	
              %

            
	
              Applicable
                Revolver LIBOR Margin

            	 	 	
              4.00

            	
              %

            
	
              Applicable
                Term Loan Index Margin

            	 	 	
              3.00

            	
              %

            
	
              Applicable
                Term Loan LIBOR Margin

            	 	 	
              4.00

            	
              %

            


    

    


    The
      Applicable Margins shall be adjusted by reference to the following
      grids:

    


    
      	
              If
                Consolidated Senior Leverage Ratio is:

            	 	
              Level
                of

              Applicable
                Margins:

            
	 	 	 
	
              ≥
                3.50:1.0

            	 	
              Level
                I

            
	
              <3.50:1.0,
                but ≥ 3.00:1.0

            	 	
              Level
                II

            
	
              <3.00:1.0,
                but ≥ 2.50:1.0

            	 	
              Level
                III

            
	
              <2.50:1.0

            	 	
              Level
                IV

            


    

    


    


    
      	 	 	
              Applicable
                Margins

            	 
	 	 	
              Level
                I

            	 	
              Level
                II

            	 	
              Level
                III

            	 	
              Level
                IV

            	 
	
              Applicable
                Revolver Index Margin

            	 	 	
              3.25

            	
              %

            	 	
              3.00

            	
              %

            	 	
              2.75

            	
              %

            	 	
              2.50

            	
              %

            
	
              Applicable
                Revolver LIBOR Margin

            	 	 	
              4.25

            	
              %

            	 	
              4.00

            	
              %

            	 	
              3.75

            	
              %

            	 	
              3.50

            	
              %

            
	
              Applicable
                Term Loan Index Margin

            	 	 	
              3.25

            	
              %

            	 	
              3.00

            	
              %

            	 	
              2.75

            	
              %

            	 	
              2.50

            	
              %

            
	
              Applicable
                Term Loan LIBOR Margin

            	 	 	
              4.25

            	
              %

            	 	
              4.00

            	
              %

            	 	
              3.75

            	
              %

            	 	
              3.50

            	
              %

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Adjustments
      in the Applicable Margins commencing with the Fiscal Quarter ending September
      30, 2008 shall be implemented quarterly on a prospective basis, for each
      calendar month commencing no later than five (5) days after the date of delivery
      to Lenders of the quarterly unaudited or annual audited (as applicable)
      Financial Statements evidencing the need for an adjustment (as required in
      Annex
      E or otherwise). Concurrently with the delivery of those Financial Statements,
      Borrower shall deliver to Agent and Lenders a certificate, signed by its chief
      financial officer, setting forth in reasonable detail the basis for the
      continuance of, or any change in, the Applicable Margins. Failure to deliver
      such Financial Statements timely shall, in addition to any other remedy provided
      for in this Agreement, result in an increase in the Applicable Margins to the
      highest level set forth in the foregoing grid, until the first day of the first
      calendar month following the delivery of those Financial Statements
      demonstrating that such an increase is not required. If a Default or an Event
      of
      Default has occurred and is continuing at the time any reduction in the
      Applicable Margins is to be implemented, that reduction shall be deferred until
      the first day of the first calendar month following the date on which such
      Default or Event of Default is waived or cured.

    


    (b) If
      any
      payment on any Loan becomes due and payable on a day other than a Business
      Day,
      the maturity thereof will be extended to the next succeeding Business Day
      (except as set forth in the definition of LIBOR Period) and, with respect to
      payments of principal, interest thereon shall be payable at the then applicable
      rate during such extension.

     

    (c) All
      computations of Fees calculated on a per annum basis and interest shall be
      made
      by Agent on the basis of a 360-day year (or, in the case of interest on Index
      Rate Loans, a 365 or 366 day year, as applicable), in each case for the actual
      number of days occurring in the period for which such interest and Fees are
      payable. The Index Rate is a floating rate determined for each day. Each
      determination by Agent of an interest rate and Fees hereunder shall be final,
      binding and conclusive on Borrower, absent manifest error.

     

    (d) So
      long
      as an Event of Default has occurred and is continuing, the interest rates
      applicable to the Loans shall be increased by two percentage points (2%) per
      annum above the rates of interest otherwise applicable hereunder ("Loan
      Default Rate"),
      and
      all outstanding Loans shall bear interest at the Loan Default Rate applicable
      to
      such Loans. Interest at the Loan Default Rate shall accrue from the initial
      date
      of such Event of Default until that Event of Default is cured or waived and
      shall be payable upon demand. Any
      other
      amounts payable hereunder (other than the Loans) or the other Loan Documents
      that are not paid when due shall bear interest, from the date when due until
      paid in full, at a rate per annum equal to
      the
      Index Rate plus the Applicable Term Loan Index Margin plus two percentage points
      (2%).


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (e) So
      long
      as no Event of Default has occurred and is continuing, Borrower shall have
      the
      option to (i) request that any Revolving Credit Advance be made as a LIBOR
      Loan,
      (ii) convert at any time all or any part of outstanding Loans (other than the
      Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR
      Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in
      accordance with Section
      1.13(b)
      if such
      conversion is made prior to the expiration of the LIBOR Period applicable
      thereto, or (iv) continue all or any portion of any Loan (other than the Swing
      Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period
      and the succeeding LIBOR Period of that continued Loan shall commence on the
      first day after the last day of the LIBOR Period of the Loan to be continued.
      Any Loan or group of Loans having the same proposed LIBOR Period to be made
      or
      continued as, or converted into, a LIBOR Loan must be in a minimum amount of
      $1,000,000 and integral multiples of $500,000 in excess of such amount. Any
      such
      election must be made by 11:00 a.m. (New York time) on the third Business Day
      prior to (1) the date of any proposed Advance which is to bear interest at
      the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR
      Loans
      to be continued as such, or (3) the date on which Borrower wishes to
      convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by
      Borrower in such election. If no election is received with respect to a LIBOR
      Loan by 11:00 a.m. (New York time) on the third Business Day prior to the end
      of
      the LIBOR Period with respect thereto (or an Event of Default has occurred
      and
      is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at
      the
      end of its LIBOR Period. Borrower must make such election by notice to Agent
      in
      writing, by telecopy or overnight courier. In the case of any conversion or
      continuation, such election must be made pursuant to a written notice (a
      "Notice
      of Conversion/Continuation")
      in the
      form of Exhibit
      1.5(e).
      

     

    (f) Notwithstanding
      anything to the contrary set forth in this Section 1.5,
      if a
      court of competent jurisdiction determines in a final order that the rate of
      interest payable hereunder exceeds the highest rate of interest permissible
      under law (the "Maximum
      Lawful Rate"),
      then
      so long as the Maximum Lawful Rate would be so exceeded, the rate of interest
      payable hereunder shall be equal to the Maximum Lawful Rate; provided,
      however,
      that if
      at any time thereafter the rate of interest payable hereunder is less than
      the
      Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the
      Maximum Lawful Rate until such time as the total interest received by Agent,
      on
      behalf of Lenders, is equal to the total interest that would have been received
      had the interest rate payable hereunder been (but for the operation of this
      paragraph) the interest rate payable since the Original Closing Date as
      otherwise provided in this Agreement. Thereafter, interest hereunder shall
      be
      paid at the rate(s) of interest and in the manner provided in Sections
      1.5(a)
      through
(e),
      unless
      and until the rate of interest again exceeds the Maximum Lawful Rate, and at
      that time this paragraph shall again apply. In no event shall the total interest
      received by any Lender pursuant to the terms hereof exceed the amount that
      such
      Lender could lawfully have received had the interest due hereunder been
      calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum
      Lawful Rate is calculated pursuant to this paragraph, such interest shall be
      calculated at a daily rate equal to the Maximum Lawful Rate divided by the
      number of days in the year in which such calculation is made. If,
      notwithstanding the provisions of this Section
      1.5(f),
      a court
      of competent jurisdiction shall finally determine that a Lender has received
      interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the
      extent permitted by applicable law, promptly apply such excess in the order
      specified in Section
      1.11
      and
      thereafter shall refund any excess to Borrower or as a court of competent
      jurisdiction may otherwise order. 


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    1.6 [Intentionally
      Omitted].

     

    1.7 [Intentionally
      Omitted].

     

    1.8 Cash
      Management Systems.
      From
      and after the Second Restatement Closing Date, Borrower will maintain until
      the
      Termination Date the cash management systems described in Annex
      C
      (the
      "Cash
      Management Systems"),
      except that with respect to the Country Road Entities, Borrower shall not be
      required to establish and maintain such Cash Management Systems until June
      1,
      2009.

     

    1.9 Fees.

     

    (a) Borrower
      shall pay to GE Capital, individually and for the benefit of the Lenders, the
      Fees specified in the Fee Letter at the times specified for payment therein.
      

     

    (b) As
      additional compensation for the Revolving Lenders, Borrower shall pay to Agent,
      for the ratable benefit of such Lenders, in arrears, on each Interest Payment
      Date for Index Rate Loans prior to the Commitment Termination Date and on the
      Commitment Termination Date, a Fee for Borrower's non-use of available funds
      in
      an amount equal to one-half of one percent (0.50%) per annum (calculated on
      the
      basis of a 360 day year for actual days elapsed) of the difference between
      (x)
      the Maximum Amount (as in effect from time to time) and (y) the average for
      the
      period of the daily closing balance of the Revolving Loan and Swing Line Loan
      outstanding during the period for which such Fee is due. 

     

    1.10 Receipt
      of Payments Borrower
      shall make each payment under this Agreement not later than 2:00 p.m. (New
      York
      time) on the day when due in immediately available funds in Dollars to the
      Collection Account. For purposes of computing interest and Fees and determining
      Borrowing Availability as of any date, all payments shall be deemed received
      on
      the Business Day on which immediately available funds therefor are received
      in
      the Collection Account prior to 2:00 p.m. New York time. Payments received
      after
      2:00 p.m. New York time on any Business Day or on a day that is not a Business
      Day shall be deemed to have been received on the following Business Day.


     

    1.11 Application
      and Allocation of Payments.

     

    (a) So
      long
      as no Event of Default has occurred and is continuing, (i) payments matching
      specific scheduled payments then due shall be applied to those scheduled
      payments; (ii) voluntary prepayments shall be applied in accordance with the
      provisions of Section
      1.3(a);
      and
      (iii) mandatory prepayments shall be applied as set forth in Section
      1.3(c).
      All
      payments and prepayments applied to a particular Loan shall be applied ratably
      to the portion thereof held by each Lender as determined by its applicable
      Pro
      Rata Share, except as otherwise provided in Section
      1.3(a)
      and
Section
      1.3(b)
      if a
      Term Lender declines a partial prepayment of the Term Loan or if a partial
      prepayment is made pursuant to Section 1.3(b)(vii). As to any other payment,
      and
      as to all payments made when an Event of Default has occurred and is continuing
      or following the Commitment Termination Date, Borrower hereby irrevocably waives
      the right to direct the application of any and all payments received from or
      on
      behalf of Borrower and unless expressly stated otherwise in this Agreement,
      payments shall be applied to amounts then due and payable in the following
      order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest
      on the Loans and unpaid Hedging Obligations of Borrower pursuant to an interest
      rate protection agreement entered into with a Secured Swap Provider in
      accordance and solely to comply with Section
      5.10,
      ratably
      in proportion to the interest accrued as to each Loan and unpaid Hedging
      Obligations of Borrower pursuant to an interest rate protection agreement
      entered into with a Secured Swap Provider in accordance and solely to comply
      with Section
      5.10,
      as
      applicable; (3) to principal payments on the Loans and unpaid Hedging
      Obligations of Borrower pursuant to an interest rate protection agreement
      entered into with a Secured Swap Provider in accordance and solely to comply
      with Section
      5.10,
      ratably
      in proportion to the outstanding principal balance of each Loan and Hedging
      Obligations of Borrower pursuant to an interest rate protection agreement
      entered into with a Secured Swap Provider in accordance and solely to comply
      with Section
      5.10,
      as
      applicable; and (4) to all other Obligations including expenses of Lenders
      to
      the extent reimbursable under Section
      11.3.
      


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (b) Agent
      is
      authorized to, and at its sole election may, charge to the Revolving Loan
      balance on behalf of Borrower and cause to be paid all Fees, expenses, Charges,
      costs (including insurance premiums in accordance with Section
      5.4(a))
      and
      interest and principal, other than principal of the Revolving Loan, owing by
      Borrower under this Agreement or any of the other Loan Documents if and to
      the
      extent Borrower fails to pay promptly any such amounts as and when due, even
      if
      the amount of such charges would exceed Borrowing Availability at such time.
      At
      Agent's option and to the extent permitted by law, any charges so made shall
      constitute part of the Revolving Loan hereunder. 

     

    1.12 Loan
      Account and Accounting.
      Agent
      shall maintain a loan account (the "Loan
      Account")
      on its
      books to record: all Advances and the Term Loan, all payments made by Borrower,
      and all other debits and credits as provided in this Agreement with respect
      to
      the Loans or any other Obligations. All entries in the Loan Account shall be
      made in accordance with Agent's customary accounting practices as in effect
      from
      time to time. The balance in the Loan Account, as recorded on Agent's most
      recent printout or other written statement, shall, absent manifest error, be
      presumptive evidence of the amounts due and owing to Agent and Lenders by
      Borrower; provided
      that any
      failure to so record or any error in so recording shall not limit or otherwise
      affect Borrower's duty to pay the Obligations. Agent shall render to Borrower
      a
      monthly accounting of transactions with respect to the Loans setting forth
      the
      balance of the Loan Account for the immediately preceding month. Unless Borrower
      notifies Agent in writing of any objection to any such accounting (specifically
      describing the basis for such objection), within 30 days after the date thereof,
      each and every such accounting shall, absent manifest error, be deemed final,
      binding and conclusive on Borrower in all respects as to all matters reflected
      therein. Only those items expressly objected to in such notice shall be deemed
      to be disputed by Borrower. Notwithstanding any provision herein contained
      to
      the contrary, any Lender may elect (which election may be revoked) to dispense
      with the issuance of Notes to that Lender and may rely on the Loan Account
      as
      evidence of the amount of Obligations from time to time owing to
      it.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    1.13 Indemnity.

     

    (a) Each
      Credit Party that is a signatory hereto shall jointly and severally indemnify
      and hold harmless each of Agent, Lenders and their respective Affiliates, and
      each such Person's respective officers, directors, employees, attorneys, agents
      and representatives (each, an "Indemnified
      Person"),
      from
      and against any and all suits, actions, proceedings, claims, damages, losses,
      liabilities and expenses (including reasonable attorneys' fees and disbursements
      and other costs of investigation or defense, including those incurred upon
      any
      appeal) that may be instituted or asserted by any third party or by any Credit
      Party against or incurred by any such Indemnified Person as the result of credit
      having been extended, suspended or terminated under this Agreement and the
      other
      Loan Documents and the administration of such credit, and in connection with
      or
      arising out of the transactions contemplated hereunder and thereunder and any
      actions or failures to act in connection therewith, including any and all
      Environmental Liabilities and legal costs and expenses arising out of or
      incurred in connection with disputes between or among any parties to any of
      the
      Loan Documents (collectively, "Indemnified
      Liabilities");
      provided,
      that no
      such Credit Party shall be liable for any indemnification to an Indemnified
      Person to the extent that any such suit, action, proceeding, claim, damage,
      loss, liability or expense results from (i) that
      Indemnified Person's gross negligence or willful misconduct as finally
      determined by a court of competent jurisdiction,
      (ii) any
      dispute among any of Agent and the Lenders which dispute does not involve
      any
      Credit
      Party or (iii) any settlement effected without the consent of a
      Credit
      Party. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY
      TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF
      SUCH
      PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY,
      FOR
      INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED
      AS A
      RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN
      DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR
      THEREUNDER.

     

    (b) To
      induce
      Lenders to provide the LIBOR Rate option on the terms provided herein, if (i)
      any LIBOR Loans are repaid in whole or in part prior to the last day of any
      applicable LIBOR Period (whether that repayment is made pursuant to any
      provision of this Agreement or any other Loan Document or occurs as a result
      of
      acceleration, by operation of law or otherwise); (ii) Borrower shall default
      in
      payment when due of the principal amount of or interest on any LIBOR Loan;
      (iii)
      Borrower shall refuse to accept any borrowing of, or shall request a termination
      of, any borrowing of, conversion into or continuation of, LIBOR Loans after
      Borrower has given notice requesting the same in accordance herewith; or (iv)
      Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower has
      given a notice thereof in accordance herewith, then Borrower shall indemnify
      and
      hold harmless each Lender from and against all losses, costs and expenses
      resulting from or arising from any of the foregoing. Such indemnification shall
      include any loss (excluding loss of margin) or expense arising from the
      reemployment of funds obtained by it or from fees payable to terminate deposits
      from which such funds were obtained. For the purpose of calculating amounts
      payable to a Lender under this Section
      1.13(b),
      each
      Lender shall be deemed to have actually funded its relevant LIBOR Loan through
      the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal
      to the amount of that LIBOR Loan and having a maturity comparable to the
      relevant LIBOR Period; provided,
      that
      each Lender may fund each of its LIBOR Loans in any manner it sees fit, and
      the
      foregoing assumption shall be utilized only for the calculation of amounts
      payable under this subsection. As promptly as practicable under the
      circumstances, each Lender shall provide Borrower with its written calculation
      of all amounts payable pursuant to this Section
      1.13(b),
      and
      such calculation shall be binding on the parties hereto unless Borrower shall
      object in writing within ten (10) Business Days of receipt thereof, specifying
      the basis for such objection in detail.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    1.14 Access.
      Each
      Credit Party that is a party hereto shall, during normal business hours, from
      time to time upon reasonable prior notice as frequently as Agent reasonably
      determines to be appropriate: (a) provide Agent and any of its officers,
      employees and agents access during normal business hours to its properties,
      facilities and senior management employees (including officers) of each Credit
      Party and to the Collateral, (b) permit Agent, and any of its officers,
      employees and agents, to inspect and make extracts from any Credit Party's
      books
      and records and to audit in scope and manner consistent with lending industry
      practices any Credit Party’s books and records, and (c) permit Agent, and its
      officers, employees and agents, to inspect, review, evaluate and make test
      verifications and counts of the Accounts, Inventory and other Collateral of
      any
      Credit Party (collectively, an "Inspection");
      provided
      that
      Borrower shall be obligated to reimburse Agent for its reasonable costs and
      expenses incurred in connection with an Inspection only (i) for each Inspection
      commenced while an Event of Default has occurred and is continuing and (ii)
      for
      one Inspection per year commenced while no Event of Default has occurred and
      is
      continuing. If an Event of Default has occurred and is continuing or if access
      is necessary to preserve or protect the Collateral as reasonably determined
      by
      Agent, each such Credit Party shall provide such access to Agent and to each
      Lender at all times and without advance notice. Furthermore, so long as any
      Event of Default has occurred and is continuing, Borrower shall provide Agent
      and each Lender with access to its suppliers and customers. Each Credit Party
      shall make available to Agent and its counsel, as promptly as reasonably
      practical under the circumstances, originals or copies of all books and records
      that Agent may reasonably request. Each Credit Party shall deliver any document
      or instrument necessary for Agent, as it may from time to time reasonably
      request, to obtain records from any service bureau or other Person that
      maintains records for such Credit Party, and shall maintain duplicate records
      or
      supporting documentation on media, including computer tapes and discs owned
      by
      such Credit Party. Agent will give Lenders at least five (5) days' prior written
      notice of regularly scheduled audits. Representatives of other Lenders may
      accompany Agent's representatives on regularly scheduled audits at no charge
      to
      Borrower.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    1.15 Taxes.

     

    (a) Any
      and
      all payments by Borrower hereunder or under the Notes shall be made, in
      accordance with this Section
      1.15,
      free
      and clear of and without deduction for any and all present or future Taxes.
      If
      Borrower shall be required by law to deduct any Taxes from or in respect of
      any
      sum payable hereunder or under the Notes, (i) the sum payable shall be increased
      as much as shall be necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this
Section
      1.15)
      Agent
      or Lenders, as applicable, receive an amount equal to the sum they would have
      received had no such deductions been made, (ii) Borrower shall make such
      deductions, and (iii) Borrower shall pay the full amount deducted to the
      relevant taxing or other authority in accordance with applicable law. Within
      thirty (30) days after the date of any payment of Taxes, Borrower shall furnish
      to Agent the original or a certified copy of a receipt evidencing payment
      thereof. Agent and Lenders shall not be obligated to return or refund any
      amounts received pursuant to this Section
      1.15.

     

    (b) Each
      Credit Party that is a signatory hereto shall jointly and severally indemnify
      and, within ten (10) days of demand therefor, pay Agent and each Lender for
      the
      full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts
      payable under this Section
      1.15)
      paid by
      Agent or such Lender, as appropriate, and any liability (including penalties,
      interest and expenses) arising therefrom or with respect thereto, whether or
      not
      such Taxes were correctly or legally asserted.

     

    (c) Each
      Lender organized under the laws of the United States or any state thereof shall
      provide to Borrower and Agent a properly completed and executed IRS Form W-9.
      Each Lender organized under the laws of a jurisdiction outside the United States
      (a “Foreign
      Lender”)
      as to
      which payments to be made under this Agreement or under the Notes are exempt
      from United States withholding tax under an applicable statute or tax treaty
      shall provide to Borrower and Agent a properly completed and executed IRS Form
      W-8ECI or Form W-8BEN-or other applicable form, certificate or document
      prescribed by the IRS or the United States certifying as to such Foreign
      Lender’s entitlement to such exemption (a “Certificate
      of Exemption”).
      Any
      Person that seeks to become a Lender under this Agreement shall, prior to
      becoming a Lender hereunder, provide to Borrower and Agent either a Certificate
      of Exemption if such Person is a Foreign Lender and otherwise a Form W-9.


     

    1.16 Capital
      Adequacy; Increased Costs; Illegality.

     

    (a) If
      any
      Lender shall have determined that any law, treaty, governmental (or
      quasi-governmental) rule, regulation, guideline or order regarding capital
      adequacy, reserve requirements or similar requirements or compliance by any
      Lender with any request or directive from any Governmental Authority charged
      with the administration or interpretation thereof or otherwise having
      jurisdiction in respect thereof regarding capital adequacy, reserve requirements
      or similar requirements (whether or not having the force of law), in each case,
      adopted after the Original Closing Date, increases or would have the effect
      of
      increasing the amount of capital, reserves or other funds required to be
      maintained by such Lender and thereby reducing the rate of return on such
      Lender's capital as a consequence of its obligations hereunder, then Borrower
      shall from time to time upon demand by such Lender (with a copy of such demand
      to Agent) pay to Agent, for the account of such Lender, additional amounts
      sufficient to compensate such Lender for such reduction. A certificate as to
      the
      amount of that reduction and showing the basis of the computation thereof
      submitted by such Lender to Borrower and to Agent shall, absent manifest error,
      be final, conclusive and binding for all purposes.


    
      
        
        

      

      
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    (b) If,
      due
      to either (i) the introduction of or any change in any law or regulation
      (or any change in the interpretation thereof by any Governmental Authority
      charged with the administration or interpretation thereof or otherwise having
      jurisdiction in respect thereof) or (ii) the compliance with any guideline
      or request from any Governmental Authority (whether or not having the force
      of
      law), in each case adopted after the Original Closing Date, there shall be
      any
      increase in the cost to any Lender of agreeing to make or making, funding or
      maintaining any LIBOR Loan, then Borrower shall from time to time, upon demand
      by such Lender (with a copy of such demand to Agent), pay to Agent for the
      account of such Lender additional amounts sufficient to compensate such Lender
      for such increased cost. A certificate as to the amount of such increased cost,
      submitted to Borrower and to Agent by such Lender, shall be conclusive and
      binding on Borrower for all purposes, absent manifest error. Each Lender agrees
      that, as promptly as practicable after it becomes aware of any circumstances
      referred to above which would result in any such increased cost, the affected
      Lender shall, to the extent not inconsistent with such Lender's internal
      policies of general application, use reasonable commercial efforts to minimize
      costs and expenses incurred by it and payable to it by Borrower pursuant to
      this
Section
      1.16(b).
      In no
      event shall Borrower be obligated to compensate any Lender pursuant to this
      Section
      1.16(b)
      for any
      increased cost incurred by such Lender more
      than
      180 days prior to the date that such Lender notifies Borrower of such Lender’s
      intention to claim compensation under this Section
      1.16(b)
      (except
      that, if the circumstances referred to above which would result in any such
      increased cost is retroactive, then the 180 day period referred to above shall
      be extended to include the period of retroactive effect thereof).

     

    (c) Notwithstanding
      anything to the contrary contained herein, if the introduction of or any change
      in any law or regulation (or any change in the interpretation thereof by any
      Governmental Authority charged with the administration or interpretation thereof
      or otherwise having jurisdiction in respect thereof) shall make it unlawful,
      or
      any Governmental Authority shall assert that it is unlawful, for any Lender
      to
      agree to make or to make or to continue to fund or maintain any LIBOR Loan,
      then, unless that Lender is able to make or to continue to fund or to maintain
      such LIBOR Loan at another branch or office of that Lender without, in that
      Lender's opinion, adversely affecting it or its Loans or the income obtained
      therefrom, on notice thereof and demand therefor by such Lender to Borrower
      through Agent, (i) the obligation of such Lender to agree to make or to
      make or to continue to fund or maintain LIBOR Loans shall terminate and
      (ii) Borrower shall forthwith (but not earlier than the last day of the
      applicable LIBOR Period, except if required by law) prepay in full all
      outstanding LIBOR Loans owing to such Lender, together with interest accrued
      thereon, unless
      Borrower, within five (5) Business Days after the delivery of such notice and
      demand, converts all LIBOR Loans into Index Rate Loans.


    
      
        
        

      

      
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    (d) Within
      fifteen (15) days after receipt by Borrower of written notice and demand from
      any Lender (an "Affected
      Lender")
      for
      payment of additional amounts or increased costs as provided in Sections
      1.15(a), 1.16(a) or 1.16(b),
      Borrower may, at its option, notify Agent and such Affected Lender of its
      intention to replace the Affected Lender. So long as no Default or Event of
      Default has occurred and is continuing, Borrower, with the consent of Agent,
      may
      obtain, at Borrower's expense, a replacement Lender ("Replacement
      Lender")
      for
      the Affected Lender, which Replacement Lender must be reasonably satisfactory
      to
      Agent. If Borrower obtains a Replacement Lender within 90 days following notice
      of its intention to do so, the Affected Lender must sell and assign its Loans
      and Commitments to such Replacement Lender for an amount equal to the principal
      balance of all Loans held by the Affected Lender and all accrued interest and
      Fees with respect thereto through the date of such sale; provided,
      that
      Borrower shall have reimbursed such Affected Lender for the additional amounts
      or increased costs that it is entitled to receive under this Agreement through
      the date of such sale and assignment. Notwithstanding the foregoing, Borrower
      shall not have the right to obtain a Replacement Lender if the Affected Lender
      rescinds its demand for increased costs or additional amounts within five (5)
      Business Days following its receipt of Borrower's notice of intention to replace
      such Affected Lender. Furthermore, if Borrower gives a notice of intention
      to
      replace and does not so replace such Affected Lender within ninety (90) days
      thereafter, Borrower's rights under this Section
      1.16(d)
      shall
      terminate and Borrower shall promptly pay all increased costs or additional
      amounts demanded by such Affected Lender pursuant to Sections
      1.15(a), 1.16(a) and 1.16(b).

     

    1.17 Single
      Loan.
      All
      Loans to Borrower and all of the other Obligations of Borrower arising under
      this Agreement and the other Loan Documents shall constitute one general
      obligation of Borrower secured, until the Termination Date, by all of the
      Collateral.

     

    
      
        2
          CONDITIONS
          PRECEDENT

      

    

     

    2.1A Conditions
      to the
      Effectiveness of this Agreement. This Agreement shall become effective and
      enforceable against all parties hereto on the date on which the following
      conditions have been satisfied or provided for in a manner satisfactory to
      Agent
      and Lenders, or waived in writing by Agent and Lenders (provided that
      notwithstanding the effectiveness of this Agreement, the Original Credit
      Agreement shall remain in full force and effect and shall not be amended or
      restated by this Agreement, and no Lender shall be obligated to make any Loan,
      or take, fulfill or perform any other action hereunder, until all of the
      conditions set forth in Section 2.1A and Section 2.1B have
      been satisfied or provided for in a manner satisfactory to Agent and Lenders,
      or
      waived in writing by Agent and Lenders) (all references to Credit Parties in
      this Section 2.1A shall be deemed to refer to the Credit Parties
      excluding the Country Road Entities):

     

    (a) Credit
      Agreement; Loan Documents.
      This
      Agreement or counterparts hereof shall have been duly executed by, and delivered
      to, Borrower, each other Credit Party, Agent and Lenders; and Agent and Lenders
      shall have received such information, documents, instruments, agreements and
      legal opinions as Agent or any Lender shall reasonably request in connection
      with the transactions contemplated by this Agreement and the other Loan
      Documents, including all those listed in the Closing Checklist attached hereto
      as Annex
      D-1,
      each in
      form and substance reasonably satisfactory to Agent and Lenders.



    
      
        
        

      

      
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    (b) Capital
      Structure: Other Indebtedness.
      The
      capital structure of each Credit Party and the Country Road Entities, the
      corporate structure of the Credit Parties and the Country Road Entities, the
      terms and conditions of all Indebtedness of each Credit Party and the Country
      Road Entities, and all governing organizational documents of the Credit Parties
      and the Country Road Entities shall be reasonably acceptable to Agent.


     

    (c) Due
      Diligence.
      Agent
      shall have completed its business, environmental and legal due diligence.


     

    (d) Second
      Restatement Related Transactions Documents.
      Agent
      and Lenders shall have received fully executed copies of the Country Road
      Acquisition Agreement. 

     

    (e) Approvals.
      Agent
      and Lenders shall have received (i) satisfactory evidence that the Credit
      Parties have obtained all required consents and approvals of all Persons
      including all requisite Governmental Authorities, including the FCC, any
      applicable PUC and any applicable Franchising Authority, to the execution,
      delivery and performance of this Agreement and the other Loan Documents and
      the
      consummation of the Second Restatement Related Transactions, other than those
      consents and approvals listed on Schedule
      D-1
      or (ii)
      an officer's certificate in form and substance reasonably satisfactory to Agent
      affirming that no such consents or approvals are required.

     

    (f) Consolidated
      Senior Leverage Ratio and Consolidated Total Leverage Ratio.
      As of
      the Second Restatement Execution Date and on a Pro Forma Basis after giving
      effect to the Second Restatement Related Transactions, the Consolidated Senior
      Leverage Ratio shall not exceed 3.50 to 1.00 and the Consolidated Total Leverage
      Ratio shall not exceed 5.54 to 1.00.

     

    (g) Minimum
      Consolidated EBITDA.
      As of
      the Second Restatement Execution Date and on a Pro Forma Basis after giving
      effect to the Second Restatement Related Transactions, Credit Parties shall
      have
      Consolidated EBITDA for the four Fiscal Quarter period ended on the
      Second Restatement Financial Test Date
      of not
      less than $50,000,000.

     

    2.1B Conditions
      to the Initial Loans.
      The
      Original Credit Agreement shall not be amended and restated by this Agreement,
      and no Lender shall be obligated to make any Loan on the Second Restatement
      Closing Date, or to take, fulfill, or perform any other action hereunder, until
      the conditions set forth in Section 2.1(A) and all of the following
      conditions have been satisfied or provided for in a manner satisfactory to
      Agent
      and Lenders, or waived in writing by Agent and Lenders, in each case on or
      prior
      to December 31, 2008: 


    
      
        
        

      

      
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    (a) Loan
      Documents.
      Agent
      shall have received the documents, instruments, agreements and legal opinions
      listed in the Funding Checklist attached hereto as Annex
      D-2,
      each in
      form and substance reasonably satisfactory to Agent. 

     

    (b) Repayment
      of Prior Lender Obligations; Satisfaction of Outstanding L/Cs.
      (i)
      Agent and Lenders shall have received fully executed originals of pay-off
      letters reasonably satisfactory to Agent confirming that all of the Prior Lender
      Obligations will be repaid in full from the proceeds of the Additional Term
      Loan
      and all Liens upon any of the property of any of the Country Road Entities
      in
      favor of any Prior Lender shall be terminated by such Prior Lender immediately
      upon such payment; and (ii) all letters of credit, if any, issued or guaranteed
      by any Prior Lender shall have been cash collateralized. 

     

    (c) Approvals.
      Agent
      and Lenders shall have received satisfactory evidence that the Credit Parties
      have obtained all required consents and approvals of all Persons including
      all
      requisite Governmental Authorities, including the FCC, any applicable PUC and
      any applicable Franchising Authority, to the execution, delivery and performance
      of this Agreement and the other Loan Documents and the consummation of the
      Second Restatement Related Transactions, including without limitation those
      consents and approvals listed on Schedule
      D-1,
      all of
      which shall be final and non-appealable, other than as listed on Schedule
      D-2.

     

    (d) Payment
      of Fees.
      Borrower shall have paid the Fees required to be paid on the Second Restatement
      Closing Date in the respective amounts specified in Section
      1.9
      (including the Fees specified in the Fee Letter), and shall have reimbursed
      Agent for all fees, costs and expenses of closing presented as of the Second
      Restatement Closing Date.

     

    (e) Consummation
      of Second Restatement Related Transactions.
      Agent
      and Lenders shall have received fully executed copies of any amendments or
      modifications relating to the Country Road Acquisition Agreement and each of
      the
      Second Restatement Related Transactions Documents, each of which shall be in
      form and substance reasonably satisfactory to Agent and Lenders. The Country
      Road Acquisition shall have been consummated in accordance with the terms of
      the
      Country Road Acquisition Agreement. The Second Restatement Related Transactions
      (other than the Country Road Acquisition) shall have been consummated on terms
      reasonably acceptable to Agent.

     

    (f) Minimum
      Consolidated EBITDA.
      As of
      the Second Restatement Closing Date and on a Pro Forma Basis after giving effect
      to the Second Restatement Related Transactions, Credit Parties (including the
      Country Road Entities) shall have Consolidated EBITDA for the four Fiscal
      Quarter period ended on the Second Restatement Financial Test Date of not less
      than $50,000,000. 

     

    (g) Consolidated
      Senior Leverage Ratio and Consolidated Total Leverage Ratio.
      As of
      the Second Restatement Closing Date and on a Pro Forma Basis after giving effect
      to the Second Restatement Related Transactions, the Consolidated Senior Leverage
      Ratio shall not exceed 3.50 to 1.00 and the Consolidated Total Leverage Ratio
      shall not exceed 5.54 to 1.00.


    
      
        
        

      

      
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    (h) Representations
      and Warranties.
      Each of
      the representations and warranties made by or on behalf of any Credit Party
      (including without limitation the Country Road Entities) herein or in any other
      Loan Document shall be true and correct on the Second Restatement Closing Date,
      as if made on the Second Restatement Closing Date.

     

    (i) No
      Default.
      No
      Default or Event of Default shall have occurred and be continuing or will result
      from the funding of the Additional Term Loans on the Second Restatement Closing
      Date.

     

    (j) No
      Material Adverse Effect.
      No
      event or circumstance having a Material Adverse Effect has occurred since the
      Second Restatement Execution Date.

     

    (k) Joinder
      of Country Road Entities.
      The
      Country Road Entities, along with the Credit Parties hereto (except with respect
      to the Joinder to Credit Agreement), shall have duly executed the Amendment
      and
      Joinder Agreements.

     

    (l) Due
      Diligence.
      Agent
      shall have completed its business, environmental and legal due diligence.


     

    2.2 Further
      Conditions to Each Loan.
      

     

    (a) Except
      as
      otherwise expressly provided herein, no Revolving Lender shall be obligated
      to
      fund any Advance, if, as of the date thereof:

     

    (i) any
      representation or warranty by any Credit Party contained herein or in any other
      Loan Document is untrue or incorrect as of such date (A) as stated if such
      representation or warranty contains an express materiality qualification or
      (B)
      in any material respect if such representation or warranty does not contain
      such
      a qualification, except to the extent that such representation or warranty
      expressly relates to an earlier date (in which case such representation or
      warranty shall not have been untrue or incorrect as of such earlier date (A)
      as
      stated if such representation or warranty contains an express materiality
      qualification or (B) in any material respect if such representation or warranty
      does not contain such a qualification) and except for changes therein expressly
      permitted or expressly contemplated by this Agreement, and Requisite Revolving
      Lenders have determined not to make such Advance (or have instructed the Swing
      Line Lender not to make such Advance) as a result of the fact that such
      representation or warranty is untrue or incorrect as aforesaid;

     

    (ii) any
      event
      or circumstance having a Material Adverse Effect has occurred since the date
      hereof and Requisite Revolving Lenders have determined not to make such Advance
      (or have instructed the Swing Line Lender not to make such Advance) as a result
      of the fact that such event or circumstance has occurred;


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    (iii) any
      Default or Event of Default has occurred and is continuing or would result
      from
      the funding of such Advance, and Requisite Revolving Lenders shall have
      determined not to make such Advance (or have instructed the Swing Line Lender
      not to make such Advance) as a result of that Default or Event of Default;
      or


     

    (iv) after
      giving effect to any Advance, the outstanding principal amount of the Revolving
      Loan would exceed the Maximum Amount less the sum of the then outstanding
      principal amount of the Swing Line Loan and the Reserves then in effect, or
      after giving effect to any Swing Line Advance, the outstanding principal amount
      of the Swing Line Loan would exceed the lesser of (A) the Swing Line Commitment
      and (B) the Maximum Amount less the sum of the then outstanding principal amount
      of the Revolving Loan and the Reserves then in effect. 

     

    (b) [Intentionally
      Omitted.] 

     

    The
      request and acceptance by Borrower of the proceeds of any Advance or the Term
      Loan shall be deemed to constitute, as of the date thereof, (i) a representation
      and warranty by Borrower that the conditions in this Section
      2.2
      have
      been satisfied and (ii) a reaffirmation by Borrower of the granting and
      continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to
      the
      Collateral Documents.

     

    
      
        3
          REPRESENTATIONS
          AND WARRANTIES

      

    

     

    To
      induce
      Lenders to make the Loans, the Credit Parties executing this Agreement, jointly
      and severally, make the following representations and warranties to Agent and
      each Lender with respect to all Credit Parties each and all of which shall
      survive the execution and delivery of this Agreement. Notwithstanding anything
      contained herein to the contrary, each representation and warranty and each
      corresponding Disclosure Schedule made on the Second Restatement Execution
      Date
      shall be deemed to made by and on behalf of and with respect to the Original
      Credit Parties only and shall not be made on a pro forma basis after giving
      effect to the Country Road Acquisition and each representation and warranty
      and
      each corresponding Disclosure Schedule made on the Second Restatement Closing
      Date shall be deemed to made by and on behalf of and with respect to each Credit
      Party, including, without limitation, the Country Road Entities and shall be
      made on a pro forma basis after giving effect to the Country Road
      Acquisition.


    
      
        
        

      

      
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    3.1 Corporate
      Existence; Compliance with Law.
      Each
      Credit Party (a) is a corporation, limited liability company or limited
      partnership duly organized, validly existing and in good standing under the
      laws
      of its respective jurisdiction of incorporation or organization, and their
      respective jurisdiction of incorporation or organization are as set forth in
      Disclosure
      Schedule (3.1);
      (b) is
      duly qualified to conduct business and is in good standing in each other
      jurisdiction where its ownership or lease of property or the conduct of its
      business requires such qualification, except where the failure to be so
      qualified could not reasonably be expected to have a Material Adverse Effect;
      (c) has the requisite power and authority and the legal right to own, pledge,
      mortgage or otherwise encumber and operate its properties, to lease the property
      it operates under lease and to conduct its business as now, heretofore and
      proposed to be conducted; (d) subject to specific representations regarding
      Environmental Laws, has all licenses, permits, consents or approvals from or
      by,
      and has made all filings with, and has given all notices to, all Governmental
      Authorities having jurisdiction, to the extent required for such ownership,
      operation and conduct, in each case except where the failure to do so,
      individually or in the aggregate, could not reasonably be expected to have
      a
      Material Adverse Effect; (e) is in compliance with its charter and bylaws or
      partnership or operating agreement, as applicable; and (f) subject to specific
      representations set forth herein regarding ERISA, Environmental Laws,
      Communications Laws, tax and other laws, is in compliance with all applicable
      provisions of law and regulation, except where the failure to comply,
      individually or in the aggregate, could not reasonably be expected to have
      a
      Material Adverse Effect. Except as set forth in Disclosure
      Schedule (3.1), each
      Credit Party has all Communications Licenses and Governmental Authorizations
      and
      has filed all required federal and state applications and notifications, in
      each
      case necessary for the operation of the Telecommunications Businesses in the
      United States respectively conducted by the Credit Parties (the Communications
      Licenses, Governmental Authorizations and federal and state applications and
      notifications necessary for the operation of the Telecommunications Businesses
      in the United States respectively conducted by the Credit Parties, the
      "Telecommunications
      Approvals"),
      except for those Telecommunications Approvals the absence of which, individually
      or in the aggregate, could not reasonably be expect to have a Material Adverse
      Effect. As of the Second Restatement Closing Date, Disclosure
      Schedule (3.1)
      correctly lists (i) all such Communications Licenses and Governmental
      Authorizations; (ii) the geographical area to which each of such Communications
      Licenses and Governmental Authorizations relates; (iii) the Governmental
      Authority that issued each of such Communications Licenses and Governmental
      Authorizations; (iv) the expiration date, if any, of each of such Communications
      Licenses and Governmental Authorizations; and (v) if not issued in the name
      of a
      Credit Party, the name of the Person in whose name such Communications Licenses
      and Governmental Authorizations are nominally issued. As of the Second
      Restatement Closing Date, all Telecommunications Approvals granted to the Credit
      Parties remain in full force and effect, except to the extent the failure
      thereof to be in full force and effect, individually or in the aggregate, could
      not reasonably be expected to have a Material Adverse Effect, and have not
      been
      revoked, suspended, canceled or modified in any adverse way, that, individually
      or in the aggregate, could reasonably be expected to have a Material Adverse
      Effect, and are not subject to any conditions or requirements that are not
      generally imposed by the FCC, any PUC, any Franchising Authority or any other
      Governmental Authority upon the holders of such Telecommunications Approvals
      that, individually or in the aggregate, could reasonably be expected to have
      a
      Material Adverse Effect. Except as set forth in Disclosure
      Schedule (3.1),
      each
      Credit Party has filed
      all
      required reports, applications and statements of account with the FCC, the
      Copyright Office, any PUC and
      any
      Franchising Authority, as
      the
      case may be, and has paid
      all
      Franchise, license, regulatory,
      copyright royalty
      or other
      fees and charges which have become due pursuant to any Telecommunications
      Approvals, except for fees or charges the failure to pay, individually or in
      the
      aggregate, could not reasonably be expected to have a Material Adverse Effect.
      Except as set forth in Disclosure
      Schedule (3.1),
      no
      Credit Party is in violation of, or in default of, in a manner that,
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect, any applicable Communications
      Law or the provisions, terms and conditions of
      any
      Telecommunications Approval. There are no pending or, to the knowledge of any
      Credit Party, threatened formal complaints, proceedings, letters of inquiry,
      notices of apparent liability, investigations, protests, petitions or other
      written objections against any Credit Party at the FCC or the PUC or Franchising
      Authority of any jurisdiction in which any Credit Party operates, except for
      matters which, individually or in the aggregate, could not reasonably be
      expected to have a Material Adverse Effect.


    
      
        
        

      

      
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    3.2 Executive
      Offices, Collateral Locations, FEIN.
      As of
      the Second Restatement Execution Date and the Second Restatement Closing Date,
      Disclosure
      Schedule (3.2)
      sets
      forth (i) each Credit Party's name as it appears in official filings in the
      state of its incorporation or other organization, (ii) the type of entity of
      each Credit Party, (iii) the organizational identification number issued by
      each
      Credit Party's state of incorporation or organization or a statement that no
      such number has been issued, and (iv) each Credit Party's state of organization
      or incorporation. As of the Second Restatement Execution Date and the Second
      Restatement Closing Date, the current location of each Credit Party's chief
      executive office and the warehouses and premises at which any Collateral is
      located are set forth in Disclosure
      Schedule (3.2),
      and
      none of such locations has changed within 12 months preceding the Second
      Restatement Closing Date. In addition, Disclosure
      Schedule (3.2)
      lists
      the federal employer identification number of each Credit Party, as of the
      Second Restatement Execution Date and the Second Restatement Closing
      Date.

     

    3.3 Corporate
      Power, Authorization, Enforceable Obligations.
      The
      execution, delivery and performance by each Credit Party of the Loan Documents
      to which it is a party and the creation of all Liens provided for therein:
      (a)
      are within such Person's power; (b) have been duly authorized by all necessary
      corporate, limited liability company or limited partnership action; (c) do
      not
      contravene any provision of such Person's charter, bylaws or partnership or
      operating agreement as applicable; (d) do not violate any law or regulation,
      or
      any order or decree of any court or other Governmental Authority except where
      such violation, individually or in the aggregate, could not reasonably be
      expected to have a Material Adverse Effect; (e) do not conflict with or result
      in the breach or termination of, constitute a default under or accelerate or
      permit the acceleration of any performance required by, any indenture, mortgage,
      deed of trust, lease, agreement or other instrument to which such Person is
      a
      party or by which such Person or any of its property is bound; (f) do not result
      in the creation or imposition of any Lien upon any of the property of such
      Person other than those in favor of Agent, on behalf of itself and Lenders,
      pursuant to the Loan Documents; and (g) do not require the consent or approval
      of any Governmental Authority or any other Person, except (i) those referred
      to
      in Section
      2.1A(e),
      all of
      which will have been duly obtained, made or complied with prior to the Second
      Restatement Execution Date and those referred to in Section
      2.1B(d) all
      of
      which have been complied with as of the Second Restatement Closing Date and
      (ii)
      any consents or approvals of any Person other than a Governmental Authority
      where the failure to obtain such consents or approvals of any such Person,
      individually or in the aggregate, could not reasonably be expected to have
      a
      Material Adverse Effect. Each of the Loan Documents shall be duly executed
      and
      delivered by each Credit Party that is a party thereto and each such Loan
      Document shall constitute a legal, valid and binding obligation of such Credit
      Party enforceable against it in accordance with its terms, except as may be
      limited by bankruptcy, insolvency, reorganization, moratorium or other similar
      laws relating to or limiting creditors rights generally or by general principles
      of equity, regardless of whether considered in a proceeding in equity or at
      law.


    
      
        
        

      

      
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    3.4 Financial
      Statements and Projections.
      Except
      for the Projections, all Financial Statements concerning Borrower and its
      Subsidiaries that are referred to below have been prepared in accordance with
      GAAP consistently applied throughout the periods covered (except as disclosed
      therein and except, with respect to unaudited Financial Statements, for the
      absence of footnotes and normal year-end audit adjustments) and present fairly
      in all material respects the financial position of the Persons covered thereby
      as at the dates thereof and the results of their operations and cash flows
      for
      the periods then ended.

     

    (a) Financial
      Statements.
      The
      following Financial Statements attached hereto as Disclosure
      Schedule (3.4(a))
      have
      been delivered to Agent and Lenders on the Second Restatement Execution
      Date:

     

    (i) The
      audited consolidated balance sheets of Borrower and its Subsidiaries as of
      December 31, 2007 and the related consolidated statements of operations,
      members’ equity and cash flows for each of the three Fiscal Years in the period
      ended December 31, 2007, certified by BDO Seidman, LLP.

     

    (ii) The
      unaudited consolidated balance sheet of Borrower and its Subsidiaries as
      of the
      Second Restatement Financial Test Date
      and the
      related consolidated statements of operation, stockholders' equity and cash
      flows for the Fiscal Quarter then ended.

     

    (b) Pro
      Forma.
      The Pro
      Forma delivered on or prior to the Second Restatement Closing Date and attached
      hereto as Disclosure
      Schedule (3.4(b))
      (i) was
      prepared by Borrower giving pro forma effect to the Second Restatement Related
      Transactions, (ii) was based on (A) the unaudited consolidated balance sheet
      of
      Borrower and its Subsidiaries as of the Second Restatement Financial Test Date
      and (B) the unaudited combined balance sheet of the Country Road Entities as
      of
      the Second Restatement Financial Test Date, (iii) was prepared based upon
      substantially the same accounting principles as those used in the preparation
      of
      the financial statements described above and (iv) on a pro forma basis, presents
      fairly in all material respects the financial position of the Persons covered
      thereby as at the date thereof.


    
      
        
        

      

      
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    (c) Projections.
      The
      Projections delivered to the Lenders have been prepared by Borrower in light
      of
      the past operations of its businesses, but including future payments of known
      contingent liabilities, and reflect projections giving effect to the Second
      Restatement Related Transactions for the five (5) year period beginning on
      the
      Second Restatement Closing Date on a year-by-year basis. The Projections are
      based upon substantially the same accounting principles as those used in the
      preparation of financial statements described above and the estimates and
      assumptions stated therein, all of which Borrower believes to be reasonable
      in
      light of then-current conditions and then-current facts known to Borrower at
      the
      time prepared and as of the Second Restatement Execution Date and, as of the
      Second Restatement Execution Date and the Second Restatement Closing Date,
      reflect Borrower's good faith and reasonable estimates of the future financial
      performance of Borrower and of the other information projected therein for
      the
      period set forth therein.

     

    (d) As
      of the
      Second Restatement Closing Date, (i) the audited combined balance sheet of
      the
      Country Road Entities as of December 31, 2007 and the related combined
      statements of operations, stockholder’s equity and cash flows for the year then
      ended, certified by Berry, Dunn, Parker & McNeil and (ii) the unaudited
      combined balance sheet of the Country Road Entities as of the Second Restatement
      Financial Test Date and the related combined statements of operations and
      stockholder's equity for the Fiscal Quarter then ended, in each case attached
      hereto as of such date as Disclosure
      Schedule (3.4(d)),
      have
      been delivered to Agent and Lenders on the Second Restatement Closing
      Date.

     

    3.5 Material
      Adverse Effect.
      Between
      December 31, 2007 and the Second Restatement Execution Date (on the Second
      Restatement Execution Date) or the Second Restatement Closing Date (on the
      Second Restatement Closing Date), (a) no Credit Party has incurred any
      obligations, contingent or noncontingent liabilities, liabilities for Charges,
      long-term leases or unusual forward or long-term commitments that are not
      reflected in the Pro Forma and that, alone or in the aggregate, could reasonably
      be expected to have a Material Adverse Effect, (b) no contract, lease or other
      agreement or instrument has been entered into by any Credit Party or has become
      binding upon any Credit Party's assets, and no law or regulation known by the
      Credit Parties to be applicable to any Credit Party has been adopted that,
      individually or in the aggregate, has had or could reasonably be expected to
      have a Material Adverse Effect, and (c) no Credit Party is in default and to
      the
      best of each Credit Party's knowledge no third party is in default under any
      material contract, lease or other agreement or instrument, that alone or in
      the
      aggregate could reasonably be expected to have a Material Adverse Effect.
      Between December 31, 2007 and the Second Restatement Execution Date no event
      or
      circumstance has occurred, that alone or together with other events or
      circumstances, could reasonably be expected to have a Material Adverse Effect.
      Between December 31, 2007 and the Second Restatement Closing Date no event
      or
      circumstance has occurred, that alone or together with other events or
      circumstances, could reasonably be expected to have a Material Adverse Effect.
      


    
      
        
        

      

      
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      3.6 Ownership
        of Property; Liens.
        As of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date,
        (i) all Material Real Estate is listed on Disclosure
        Schedule (3.6),
        under
        the heading "Material Real Estate," and constitutes all of the Material Real
        Estate owned, leased or subleased by any Credit Party and (ii) the other
        real
        property listed in Disclosure
        Schedule (3.6)
        constitutes, to the best of each Credit Party’s knowledge after due inquiry, all
        of the other real property owned, leased or subleased by any Credit Party.
        Each
        Credit Party owns good and marketable fee simple title to all of its owned
        Real
        Estate, and valid and marketable leasehold interests in all of its leased
        Real
        Estate, all as described on Disclosure
        Schedule (3.6),
        and
        copies of all such leases or a summary of terms thereof reasonably satisfactory
        to Agent have been delivered or otherwise made available to Agent. Disclosure
        Schedule (3.6)
        further
        describes (i) any Material Real Estate with respect to which any Credit Party
        is
        a lessor, sublessor or assignor as of the Second Restatement Execution Date
        and
        the Second Restatement Closing Date and (ii) to the best of each Credit Party’s
        knowledge after due inquiry, any other Real Estate with respect to which
        any
        Credit Party is a lessor, sublessor or assignor as of the Second Restatement
        Closing Date. Each Credit Party also has good and, as applicable, marketable
        title to, valid leasehold interests in, or other valid rights to use, all
        of its
        personal property and assets. As of the Second Restatement Execution Date
        and
        the Second Restatement Closing Date, none of the properties and assets of
        any
        Credit Party are subject to any Liens other than Permitted Encumbrances,
        and
        there are no facts, circumstances or conditions known to any Credit Party
        that
        may result in any Liens (including Liens arising under Environmental Laws)
        other
        than Permitted Encumbrances. Each Credit Party has received all deeds,
        assignments, waivers, consents, nondisturbance and attornment or similar
        agreements, bills of sale and other documents, and has duly effected all
        recordings, filings and other actions necessary to establish, protect and
        perfect such Credit Party's right, title and interest in and to all such
        Real
        Estate and other properties and assets. Disclosure
        Schedule (3.6)
        also
        describes any purchase options, rights of first refusal or other similar
        contractual rights in effect on the Second Restatement Closing Date pertaining
        to any Real Estate owned by any Credit Party.  Disclosure
        Schedule (3.6)
        also
        describes any purchase options, rights of first refusal or other similar
        contractual rights in effect on the Second Restatement Closing Date pertaining
        to any Credit Party's leasehold interest (1) in any Real Estate leased by
        such
        Credit Party which was created or granted by any Credit Party or any Person
        claiming by, through or under a Credit Party and (2) to the knowledge the
        Credit
        Parties, in any Material Real Estate leased by such Credit Party which was
        created or granted by any other Person. As of the Second Restatement Closing
        Date, no portion of any Credit Party's Real Estate has suffered any material
        damage by fire or other casualty loss that has not heretofore been repaired
        and
        restored in all material respects to its original condition or otherwise
        remedied. As of the Second Restatement Closing Date, all permits required
        to
        have been issued or appropriate to enable the Real Estate to be lawfully
        occupied and used for all of the purposes for which it is currently occupied
        and
        used have been lawfully issued and are in full force and effect, except for
        those permits the absence of which, individually or in the aggregate, could
        not
        reasonably be expected to have a Material Adverse Effect.

       

      
        
          
          

        

        
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      3.7 Labor
        Matters.
        Except
        as set forth in Disclosure
        Schedule (3.7),
        as of
        the Second Restatement Closing Date: (a) no strikes or other material labor
        disputes against any Credit Party are pending or, to any Credit Party's
        knowledge, threatened; (b) hours worked by and payment made to employees
        of each
        Credit Party comply with the Fair Labor Standards Act and each other federal,
        state, local or foreign law applicable to such matters; (c) all payments
        due
        from any Credit Party for employee health and welfare insurance have been
        paid
        or accrued as a liability on the books of such Credit Party; (d) no Credit
        Party
        is a party to or bound by any collective bargaining agreement, management
        agreement, consulting agreement, employment agreement, bonus, restricted
        stock,
        stock option, or stock appreciation plan or agreement or any similar plan,
        agreement or arrangement (and true and complete copies of any agreements
        described on Disclosure
        Schedule (3.7)
        have
        been delivered to Agent); (e) there is no organizing activity involving any
        Credit Party pending or, to any Credit Party's knowledge, threatened by any
        labor union or group of employees; (f) there are no representation proceedings
        pending or, to any Credit Party's knowledge, threatened with the National
        Labor
        Relations Board, and no labor organization or group of employees of any Credit
        Party has made a pending demand for recognition; and (g) there are no complaints
        or charges against any Credit Party pending or, to the knowledge of any Credit
        Party, threatened to be filed with any Governmental Authority or arbitrator
        based on, arising out of, in connection with, or otherwise relating to the
        employment or termination of employment by any Credit Party of any individual,
        except any of the foregoing that, individually or in the aggregate, could
        not
        reasonably be expected to have a Material Adverse Effect.

       

      3.8 Ventures,
        Subsidiaries and Affiliates; Outstanding Stock and Indebtedness.
        Except
        as set forth in Disclosure
        Schedule (3.8),
        as of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date,
        no Credit Party has any Subsidiaries, is engaged in any joint venture or
        partnership with any other Person, or is an Affiliate of any other Person.
        As of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date,
        all of the issued and outstanding Stock of each Credit Party (other than
        Borrower) is owned by each of the Stockholders and in the amounts set forth
        in
Disclosure
        Schedule (3.8).
        Except
        as set forth in Disclosure
        Schedule (3.8),
        there
        are no outstanding rights to purchase, options, warrants or similar rights
        or
        agreements pursuant to which any Credit Party (other than Borrower) may be
        required to issue, sell, repurchase or redeem any of its Stock or other equity
        securities or any Stock or other equity securities of its Subsidiaries. All
        outstanding Indebtedness and Guaranteed Indebtedness of each Credit Party
        as of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date
        (except for the Obligations) is described in Section
        6.3
        (including Disclosure
        Schedule (6.3)).
        None
        of the Holding Companies has engaged in any trade or business, or has any
        assets
        (other than Stock of its Subsidiaries and assets incidental to the ownership
        thereof), or has Incurred any Indebtedness or Guaranteed Indebtedness (other
        than Indebtedness permitted under Section
        6.3
        and
        Guaranteed Indebtedness permitted under Section
        6.6).

       

      3.9 Government
        Regulation.
        No
        Credit Party 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. No Credit Party
        is
        subject to regulation under the Federal Power Act, or any other federal or
        state
        statute that restricts or limits its ability to incur Indebtedness or to
        perform
        its obligations hereunder. The making of the Loans by Lenders to Borrower,
        the
        application of the proceeds thereof and repayment thereof and the consummation
        of the Second Restatement Related Transactions will not violate any provision
        of
        any such statute or any rule, regulation or order issued by the Securities
        and
        Exchange Commission.

       

      
        
          
          

        

        
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      3.10 Margin
        Regulations.
        No
        Credit Party is engaged, nor will it engage, principally or as one of its
        important activities, in the business of extending credit for the purpose
        of
        "purchasing" or "carrying" any "margin stock" as such terms are defined in
        Regulation U of the Federal Reserve Board as now and from time to time hereafter
        in effect (such securities being referred to herein as "Margin
        Stock").
        No
        Credit Party owns any Margin Stock as of the Second Restatement Execution
        Date
        or the Second Restatement Closing Date. None of the proceeds of the Loans
        or
        other extensions of credit under this Agreement will be used, directly or
        indirectly, for the purpose of purchasing or carrying any Margin Stock, for
        the
        purpose of reducing or retiring any Indebtedness that was originally incurred
        to
        purchase or carry any Margin Stock or for any other purpose that could
        reasonably be expected to cause any of the Loans or other extensions of credit
        under this Agreement to be considered a "purpose credit" within the meaning
        of
        Regulations T, U or X of the Federal Reserve Board. No Credit Party will
        take or
        permit to be taken any action that could reasonably be expected to cause
        any
        Loan Document to violate any regulation of the Federal Reserve
        Board.

       

      3.11 Taxes.
        All
        Federal, state and other material tax returns, reports and statements, including
        information returns, required by any Governmental Authority to be filed by
        any
        Credit Party have been filed with the appropriate Governmental Authority
        and all
        Charges have been paid prior to the date on which any fine, penalty, interest
        or
        late charge may be added thereto for nonpayment thereof, excluding Charges
        or
        other amounts being contested in accordance with Section
        5.2(b).
        Proper
        and accurate amounts have been withheld by each Credit Party from its respective
        employees for all periods in full and complete compliance with all applicable
        federal, state, local and foreign laws and such withholdings have been timely
        paid to the respective Governmental Authorities. Disclosure
        Schedule (3.11)
        sets
        forth as of the Second Restatement Execution Date and the Second Restatement
        Closing Date those taxable years for which any Credit Party's tax returns
        are
        currently being audited by the IRS or any other applicable Governmental
        Authority and any assessments or threatened assessments in connection with
        such
        audit, or otherwise currently outstanding. Except as described in Disclosure
        Schedule (3.11),
        as of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date no
        Credit Party has executed or filed with the IRS or any other Governmental
        Authority any agreement or other document extending, or having the effect
        of
        extending, the period for assessment or collection of any Charges. None of
        the
        Credit Parties and their respective predecessors are liable for any Charges:
        (a)
        under any agreement (including any tax sharing agreements) or (b) to each
        Credit
        Party's actual knowledge, as a transferee. As of the Second Restatement
        Execution Date and Second Restatement Closing Date, no Credit Party has agreed
        or been requested to make any adjustment under IRC Section 481(a), by reason
        of
        a change in accounting method or otherwise, which, individually or in the
        aggregate, could reasonably be expected to have a Material Adverse Effect.
        With
        respect to all of the foregoing Section
        3.11,
        statements with respect to any “Credit Party” are qualified as being “to the
        best of our knowledge” with respect to the Country Road Entities.

       

      
        
          
          

        

        
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      3.12 ERISA. 

       

      (a) Disclosure
        Schedule (3.12)
        lists
        all Plans and separately identifies all Pension Plans, including Title IV
        Plans,
        Multiemployer Plans, ESOPs and Welfare Plans, including all Retiree Welfare
        Plans in effect as of the Second Restatement Closing Date. Copies of all
        such
        listed Plans, together with a copy of the latest IRS/DOL 5500-series form
        required to be filed for each such Plan (other than any Multiple Employer
        Plan
        or any Multiemployer Plan) have been made available to Agent.
        Except
        with respect to Multiple Employer Plans and Multiemployer Plans, each Qualified
        Plan has been determined by the IRS to qualify under Section 401 of the IRC,
        the
        trusts created thereunder have been determined to be exempt from tax under
        the
        provisions of Section 501 of the IRC, and nothing has occurred that would
        cause
        the loss of such qualification or tax-exempt status except where the failure
        to
        so qualify or the loss of such qualification, individually or in the aggregate,
        could not reasonably be expected to have a Material Adverse Effect. Each
        Plan is
        in compliance with the applicable provisions of ERISA and the IRC, including
        the
        timely filing of all reports required under the IRC or ERISA, including the
        statement required by 29 CFR Section 2520.104-23 except for any noncompliance
        that, individually or in the aggregate, could not reasonably be expected
        to have
        a Material Adverse Effect. Neither any Credit Party nor ERISA Affiliate has
        failed to make any material contribution or pay any material amount due as
        required by either Section 412 of the IRC or Section 302 of ERISA or the
        terms
        of any such Plan. Neither any Credit Party nor ERISA Affiliate has engaged
        in a
        "prohibited transaction," as defined in Section 406 of ERISA and Section
        4975 of
        the IRC, in connection with any Plan, that would subject any Credit Party
        to a
        material tax on prohibited transactions imposed by Section 502(i) of ERISA
        or
        Section 4975 of the IRC. 

       

      (b) Except
        as
        set forth in Disclosure
        Schedule (3.12):
        (i) no
        Title IV Plan (other than the NTCA Retirement and Security Program (the
        "NTCA
        Plan"))
        has
        any Unfunded Pension Liability that, in the aggregate for all such Title
        IV
        Plans combined, exceeds $100,000 and the liability of the Credit Parties
        and
        ERISA Affiliates with respect to the Unfunded Pension Liability under the
        NTCA
        Plan is not material; (ii) no ERISA Event or event described in Section 4062(e)
        of ERISA with respect to any Title IV Plan has occurred or is reasonably
        expected to occur in either case that, individually or in the aggregate,
        could
        reasonably be expected to have a Material Adverse Effect; (iii) there are
        no
        pending, or to the knowledge of any Credit Party, threatened claims (other
        than
        claims for benefits in the normal course), sanctions, actions or lawsuits,
        asserted or instituted against any Plan (other than a Multiple Employer Plan
        or
        a Multiemployer Plan) or any Person as fiduciary or sponsor of any Plan (other
        than a Multiple Employer Plan or a Multiemployer Plan) that, individually
        or in
        the aggregate, could reasonably be expected to have a Material Adverse Effect;
        (iv) no Credit Party or ERISA Affiliate has incurred or reasonably expects
        to
        incur any material liability as a result of a complete or partial withdrawal
        from a Multiemployer Plan; (v) within the last five years no Title IV Plan
        of
        any Credit Party or ERISA Affiliate has been terminated, whether or not in
        a
        "standard termination" as that term is used in Section 404(b)(1) of ERISA,
        nor
        has any Title IV Plan of any Credit Party or ERISA Affiliate (determined
        at any
        time within the past five years) with Unfunded Pension Liabilities been
        transferred outside of the "controlled group" (within the meaning of Section
        4001(a)(14) of ERISA) of any Credit Party or ERISA Affiliate except for any
        Transfer or transaction that, individually or in the aggregate, could not
        reasonably be expected to have a Material Adverse Effect; (vi) except in
        the
        case of any ESOP, as of the Second Restatement Closing Date, Stock of all
        Credit
        Parties and their ERISA Affiliates makes up, in the aggregate, no more than
        10%
        of Fair Market Value of the assets of any Plan (other than a Multiple Employer
        Plan or a Multiemployer Plan) measured on the basis of Fair Market Value
        as of
        the latest valuation date of any Plan; and (vii) as of the Second Restatement
        Closing Date, no liability under any Title IV Plan has been satisfied with
        the
        purchase of a contract from an insurance company that is not rated AAA by
        the
        Standard & Poor’s Corporation or an equivalent rating by another nationally
        recognized rating agency.

       

      
        
          
          

        

        
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      (c) With
        respect to all of the foregoing Section
        3.12,
        statements with respect to any Plan are qualified as being "to the best of
        our
        knowledge after due inquiry" with respect to any Plan of the Country Road
        Entities.

       

      3.13 No
        Litigation.
        No
        action, claim, lawsuit, demand, investigation or proceeding is now pending
        or,
        to the knowledge of any Credit Party, threatened against any Credit Party,
        before any Governmental Authority or before any arbitrator or panel of
        arbitrators (collectively, "Litigation"),
        (a) that challenges any Credit Party's right or power to enter into or
        perform any of its obligations under the Loan Documents to which it is a
        party,
        or the validity or enforceability of any Loan Document or any action taken
        thereunder, or (b) that has a reasonable risk of being determined adversely
        to
        any Credit Party and that, if so determined, individually or in the aggregate,
        could reasonably be expected to have a Material Adverse Effect. Except as
        set
        forth on Disclosure
        Schedule (3.13),
        as of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date
        there is no Litigation pending or threatened that seeks damages in excess
        of
        $1,000,000 or injunctive relief against, or alleges criminal misconduct of,
        any
        Credit Party. 

       

      3.14 Brokers.
        Except
        as set forth on Disclosure
        Schedule (3.14),
        no
        broker or finder acting on behalf of any Credit Party or Affiliate thereof
        brought about the obtaining, making or closing of the Loans or the Second
        Restatement Related Transactions, and no Credit Party or Affiliate thereof
        has
        any obligation to any Person in respect of any finder's or brokerage fees
        in
        connection therewith.

       

      3.15 Intellectual
        Property.
        As of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date,
        each Credit Party owns or has rights to use all Intellectual Property necessary
        to continue to conduct its business as now or heretofore conducted by it
        or
        proposed to be conducted by it, and each Patent, Trademark and registered
        Copyright and each License with respect to any such Patent, Trademark or
        registered Copyright, is listed, together with application or registration
        numbers, as applicable, and together with each owner thereof, in Disclosure
        Schedule (3.15).
        Each
        Credit Party conducts its business and affairs without infringement of or
        interference with any Intellectual Property of any other Person except for
        any
        such infringement or interference that, individually or in the aggregate,
        could
        not reasonably be expected to have a Material Adverse Effect. Except as set
        forth in Disclosure
        Schedule (3.15),
        no
        Credit Party is aware of any infringement claim by any other Person with
        respect
        to any Intellectual Property except for any infringement or interference
        that,
        individually or in the aggregate, could not reasonably be expected to have
        a
        Material Adverse Effect. 

       

      
        
          
          

        

        
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      3.16 Full
        Disclosure; Perfection of Liens.
        The
        information contained in this Agreement, any of the other Loan Documents,
        the
        Financial Statements, the Collateral Reports and the other written reports
        from
        time to time delivered hereunder or any written statement furnished by or
        on
        behalf of any Credit Party to Agent or any Lender pursuant to the terms of
        this
        Agreement do not contain and will not contain any untrue statement of a material
        fact or omit to state a material fact known to any Credit Party and necessary
        to
        make the statements contained herein or therein not misleading in light of
        the
        circumstances under which they were made. Projections from time to time
        delivered hereunder are or will be based in all material respects upon the
        estimates and assumptions stated therein, all of which Borrower believed
        at the
        time of delivery to be reasonable in light of then current conditions and
        then
        current facts known to Borrower as of such delivery date, and reflect Borrower's
        good faith and reasonable estimates of the future financial performance of
        Borrower and of the other information projected therein for the period set
        forth
        therein, it being understood that the Projections are not facts and the actual
        performance of the entities covered by the Projections may differ significantly
        from that projected. The Liens granted to Agent, on behalf of itself and
        Lenders, pursuant to the Collateral Documents will at all times be fully
        perfected first priority Liens in and to the Collateral described therein,
        subject, as to priority, only to Permitted Encumbrances.

       

      3.17 Environmental
        Matters.

       

      (a) Except
        as
        set forth in Disclosure
        Schedule (3.17),
        as of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date:
        (i) the Real Estate is free of contamination from any Hazardous Material
        except
        for such contamination that would not materially and adversely impact any
        Credit
        Party’s ability to use such Real Estate in the operation of its business and
        that would not result in Environmental Liabilities that, individually or
        in the
        aggregate, could reasonably be expected to exceed $750,000; (ii) no Credit
        Party
        has caused or suffered to occur any Release of Hazardous Materials on, at,
        in,
        under, above, to, from or about any of its Real Estate that would result
        in
        Environmental Liabilities that, individually or in the aggregate, could
        reasonably be expected to exceed $750,000, except that with respect to the
        Country Road Entities, the representation in this clause (ii) is qualified
        as
        being “to the best of our knowledge after due inquiry” with respect to the
        Country Road Entities; (iii) the Credit Parties are in compliance with all
        Environmental Laws, except for such noncompliance that would not result in
        Environmental Liabilities which, individually or in the aggregate, could
        reasonably be expected to exceed $750,000; (iv) the Credit Parties have
        obtained, and are in compliance with, all Environmental Permits required
        by
        Environmental Laws for the operations of their respective businesses as
        presently conducted or as proposed to be conducted, except where the failure
        to
        so obtain or comply with such Environmental Permits would not result in
        Environmental Liabilities that, individually or in the aggregate, could
        reasonably be expected to exceed $750,000, and to the knowledge of the Credit
        Parties all such Environmental Permits are valid, uncontested and in good
        standing; (v) no Credit Party has actual knowledge of any facts, circumstances
        or conditions, including any Releases of Hazardous Materials, that are likely
        to
        result in any Environmental Liabilities of any Credit Party which, individually
        or in the aggregate, could reasonably be expected to exceed $750,000, and
        no
        Credit Party has knowingly permitted any current or former tenant or occupant
        of
        the Real Estate to engage in any such operations; (vi) there is no Litigation
        arising under or related to any Environmental Laws, Environmental Permits
        or
        Hazardous Material that seeks damages, penalties, fines, costs or expenses
        in
        excess of $750,000 or injunctive relief against, or that alleges criminal
        misconduct by, any Credit Party; (vii) no written notice has been received
        by
        any Credit Party identifying it as a "potentially responsible party" or
        requesting information under CERCLA or analogous state statutes, and to the
        actual knowledge of the Credit Parties, there are no facts, circumstances
        or
        conditions that may result in any Credit Party being identified as a
        "potentially responsible party" under CERCLA or analogous state statutes;
        and
        (viii) the Credit Parties have provided to Agent copies of all environmental
        reports, reviews and audits and all material written information pertaining
        to
        actual or potential Environmental Liabilities, in each case if prepared by
        or at
        the instruction of, or otherwise in the possession or control of, any Credit
        Party, in each case relating to any Credit Party. 

       

      
        
          
          

        

        
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      (b) Each
        Credit Party hereby acknowledges and agrees that none of the Lenders or Agent
        (i) is now, or has ever been, in control of any of the Real Estate or any
        Credit
        Party's affairs, and (ii) has the capacity through the provisions of the
        Loan
        Documents or otherwise to influence any Credit Party's conduct with respect
        to
        the ownership, operation or management of any of its Real Estate or compliance
        with Environmental Laws or Environmental Permits. 

       

      3.18 Insurance. Disclosure
        Schedule (3.18)
        lists
        all insurance policies of any nature maintained, as of the Second Restatement
        Execution Date and the Second Restatement Closing Date, for current occurrences
        by each Credit Party, as well as a summary of the terms of each such policy.
        As
        of the Second Restatement Execution Date and the Second Restatement Closing
        Date, each Credit Party is in compliance with its obligations under Section
        5.4.
        

       

      3.19 Accounts. Disclosure
        Schedule (3.19)
        lists
        all banks and other financial institutions at which any Credit Party maintains
        deposit or other accounts as of the Second Restatement Execution Date and
        the
        Second Restatement Closing Date and such Schedule correctly identifies the
        name,
        address and telephone number of each depository, the name in which the account
        is held, a description of the purpose of the account, the complete account
        number therefor and, if such account is a deposit account, whether such account
        is (a) a "Blocked Account", "Excluded Account" or "Disbursement Account"
        for the
        purposes of Annex C or (b) a "PUC Restricted Subsidiary Account".

       

      3.20 Government
        Contracts.
        Except
        as set forth in Disclosure
        Schedule (3.20),
        as of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date,
        no Credit Party is a party to any contract or agreement with any Governmental
        Authority and no Credit Party's Accounts are subject to the Federal Assignment
        of Claims Act (31 U.S.C. Section 3727) or any similar state or local
        law.

       

      3.21 Customer
        and Trade Relations.
        As of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date,
        there exists no actual or, to the knowledge of any Credit Party, threatened
        termination or cancellation of, or any material adverse modification or change
        in the business relationship of any Credit Party with any customer or supplier
        that, individually or in the aggregate, could reasonably be expected to have
        a
        Material Adverse Effect.

       

      
        
          
          

        

        
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      3.22 Agreements
        and Other Documents.
        As of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date,
        each Credit Party has provided to Agent or its counsel, on behalf of Lenders,
        accurate and complete copies (or summaries) of all of the following agreements
        or documents to which it is subject as of the Second Restatement Execution
        Date
        and the Second Restatement Closing Date and each of which is listed in
Disclosure
        Schedule (3.22):
        (i)
        supply agreements and purchase agreements not terminable by such Credit Party
        within 60 days following written notice issued by such Credit Party and
        involving transactions in excess of $1,000,000 per annum; (ii) leases of
        Equipment having a remaining term of one year or longer and requiring aggregate
        rental and other payments in excess of $500,000 per annum; (iii) licenses
        and
        permits held by the Credit Parties, the absence of which, individually or
        in the
        aggregate, could reasonably be expected to have a Material Adverse Effect;
        (iv)
        instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness
        of such Credit Party and any Lien granted by such Credit Party with respect
        thereto; and (v) instruments and agreements evidencing the issuance of any
        equity securities, warrants, rights or options to purchase equity securities
        of
        such Credit Party. Except as set forth on Disclosure
        Schedule (3.22),
        as of
        the Second Restatement Execution Date and the Second Restatement Closing
        Date,
        no Credit Party is a party to or bound by any surety bond agreement or bonding
        requirement with respect to products or services sold by it or any trademark
        or
        patent license agreement with respect to products sold by it.

       

      3.23 Solvency.
        On the
        Second Restatement Execution Date, each Credit Party is Solvent. Both before
        and
        after giving effect to (a) the Loans to be made on the Second Restatement
        Closing Date or such other date as Loans requested hereunder are made, (b)
        the
        disbursement of the proceeds of such Loans pursuant to the instructions of
        Borrower, (c) the consummation of the Second Restatement Related Transactions
        and (d) the payment and accrual of all transaction costs in connection with
        the
        foregoing, each
        Credit Party is and will be Solvent.

       

      3.24 [Intentionally
        Omitted].

       

      
        
          
          

        

        
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      3.25 Country
        Road Acquisition Agreement.
        As of
        the Second Restatement Execution Date, Borrower has delivered to Agent and
        Lenders a complete and correct copy of the Country Road Acquisition Agreement
        (including all schedules, exhibits, amendments, supplements, modifications,
        assignments and all other documents delivered pursuant thereto or in connection
        therewith). No Credit Party and no other Person party thereto is in default
        in
        any material respect in the performance or compliance with any provisions
        thereof. The Country Road Acquisition Agreement complies in all material
        respects with, and, as of the Second Restatement Closing Date, the Country
        Road
        Acquisition has been consummated in accordance in all material respects with,
        all applicable laws. The Country Road Acquisition Agreement is in full force
        and
        effect as of Second Restatement Execution Date and the Second Restatement
        Closing Date and has not been terminated, rescinded or withdrawn. As of the
        Second Restatement Closing Date, all requisite approvals by Governmental
        Authorities having jurisdiction over the seller (or sellers) under the Country
        Road Acquisition Agreement, any Credit Party and other Persons referenced
        therein, with respect to the transactions contemplated by the Country Road
        Acquisition Agreement, have been obtained, and no such approvals imposed
        any
        conditions to the consummation of the transactions contemplated by the Country
        Road Acquisition Agreement or to the conduct by any Credit Party of its business
        thereafter, other than those conditions that have been satisfied as of the
        date
        hereof and those set forth on Disclosure Schedule (3.25). To each Credit
        Party's actual knowledge, none of the representations or warranties in the
        Country Road Acquisition Agreement made by Country Road thereunder contain
        any
        untrue statement of a material fact or omit any fact necessary to make the
        statements therein not misleading. As of the Second Restatement Closing Date,
        each of the representations and warranties given by each applicable Credit
        Party
        or Borrower in the Country Road Acquisition Agreement is true and correct
        in all
        material respects, except that the representation in this sentence is qualified
        as being "to the best of our knowledge after due inquiry" with respect to
        the
        Country Road Entities. 

       

      3.26 Subordinated
        Debt.
        As of
        the Original Closing Date, Borrower has delivered to Agent a complete and
        correct copy of the Initial IDS Subordinated Notes Documents (including all
        schedules, exhibits, amendments, supplements, modifications, assignments
        and all
        other documents delivered pursuant thereto or in connection therewith). The
        subordination provisions contained in the Initial IDS Subordinated Notes
        Documents and, on and after the execution, delivery and/or Incurrence thereof,
        any Subsequent IDS Subordinated Notes Documents and any Additional Subordinated
        Debt Documents, are enforceable against Borrower, the Guarantors party thereto
        and the holders of such Indebtedness by Agent and Lenders. All Obligations
        constitute "Senior Lender Indebtedness", "Designated Senior Indebtedness"
        and
        "Senior Indebtedness" or like term under and as defined in (i) the Initial
        IDS
        Subordinated Notes Documents, entitled to the benefits of the subordination
        provisions contained in the Initial IDS Subordinated Notes Documents and,
        (ii)
        on and after the execution, delivery and/or Incurrence thereof, any Subsequent
        IDS Subordinated Notes Documents and any Additional Subordinated Debt Documents,
        entitled to the benefits of the subordination provisions contained in any
        Subsequent IDS Subordinated Notes Documents and any Additional Subordinated
        Debt
        Documents. This Agreement and the other Loan Documents constitute "Senior
        Credit
        Documents" or like term as defined in the Initial IDS Subordinated Notes
        Documents and, on and after the execution, delivery and/or Incurrence thereof,
        any Subsequent IDS Subordinated Notes Documents and any Additional Subordinated
        Debt Documents. The Incurrence of the Obligations, including the Additional
        Term
        Loans, did not and does not violate the Initial IDS Subordinated Notes Documents
        and, on and after the execution, delivery and/or Incurrence thereof, any
        Subsequent IDS Subordinated Notes Documents and any Additional Subordinated
        Debt
        Documents. The Incurrence of the Revolving Credit Commitment and the Original
        Term Loan prior to the Second Restatement Closing Date, the Additional Term
        Loans on the Second Restatement Closing Date and any Revolving Credit Advance
        on
        the date of borrowing hereunder did not, does not and would not violate the
        Initial IDS Subordinated Notes Documents and, on after the execution, delivery
        and/or Incurrence thereof, any Subsequent IDS Subordinated Notes Documents
        and
        any Additional Subordinated Debt Documents. Borrower acknowledges that Agent
        and
        each Lender are entering into this Agreement and are extending the Commitments
        in reliance upon this Section 3.26 and the subordination provisions of the
        Initial IDS Subordinated Notes Documents and, on and after the execution,
        delivery and/or Incurrence thereof, of any Subsequent IDS Subordinated Notes
        Documents and any Additional Subordinated Debt Documents. Other than pursuant
        to
        the First Supplemental Indenture dated as of July 3, 2006 and the Second
        Supplemental Indenture dated as of July 5, 2007, the Initial IDS Subordinated
        Notes Documents (a) have not been amended or otherwise modified after the
        Original Closing Date and (b) remain in full force and effect as of the Second
        Restatement Closing Date. Neither the Borrower nor any Subsidiary has entered
        into or become obligated under any Subordinated Debt Documents after the
        Original Closing Date. 

       

      
        
          
          

        

        
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      3.27 Capitalization.
        On the
        Second Restatement Closing Date, after giving effect to the Loans and the
        Second
        Restatement Related Transactions, the authorized Stock of Borrower shall
        consist
        of (a) 2,000,000 shares of preferred stock, par value $0.01 per share, none
        of
        which are issued or outstanding, (b) 20,000,000 shares of Class A common
        stock,
        par value $0.01 per share (such authorized shares of Class A common stock,
        together with any subsequently authorized shares of such common stock, the
        "Class A Common Stock") of which 12,676,733 shares are issued and outstanding
        and (c) 800,000 shares of Class B common stock, par value $0.01 per share
        (such authorized shares of Class B common stock, together with any subsequently
        authorized shares of such common stock, the "Class B Common Stock") of which
        544,671 shares are issued and outstanding. All such outstanding shares have
        been
        duly and validly issued, are fully paid and nonassessable and are free of
        preemptive rights. Except as set forth in Disclosure Schedule (3.27), on
        the
        Second Restatement Execution Date and the Second Restatement Closing Date,
        Borrower does not have outstanding any Stock convertible into or exchangeable
        for its Stock or outstanding any rights to subscribe for or to purchase,
        or any
        options for the purchase of, or any agreement providing for the issuance
        (contingent or otherwise) of, or any calls, commitments or claims of any
        character relating to, its Stock or any Stock appreciation or similar
        rights.

       

      3.28 OFAC.
        No
        Credit Party (i) is a person whose property or interest in property is blocked
        or subject to blocking pursuant to Executive Order 13224 of September 23,
        2001
        Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
        to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages
        in any
        dealings or transactions prohibited by such executive order, or is otherwise
        associated with any such person in any manner violative of such executive
        order,
        or (iii) is a person on the list of Specially Designated Nationals and Blocked
        Persons (as defined in Executive Order 13224) or subject to the limitations
        or
        prohibitions under any other U.S. Department of Treasury’s Office of Foreign
        Assets Control regulation or executive order.

       

      
        
          
          

        

        
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      3.29 Patriot
        Act.
        Each
        Credit Party is in compliance with (i) the Trading with the Enemy Act, as
        amended, and each of the foreign assets control regulations of the United
        States
        Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other
        enabling legislation or executive order relating thereto, and (ii) the Uniting
        And Strengthening America By Providing Appropriate Tools Required To Intercept
        And Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds
        of the
        Loans will be used, directly or indirectly, for any payments to any governmental
        official or employee, political party, official of a political party, candidate
        for political office, or anyone else acting in an official capacity, in order
        to
        obtain, retain or direct business or obtain any improper advantage, in violation
        of the United States Foreign Corrupt Practices Act of 1977, as
        amended.

       

      
        
          4
            FINANCIAL
            STATEMENTS AND INFORMATION

        

      

       

      4.1 Reports
        and Notices.

       

      (a) Each
        Credit Party executing this Agreement hereby agrees that from and after the
        Second Restatement Execution Date and until the Termination Date, it shall
        deliver to Agent or to Agent and Lenders, as required, the Financial Statements,
        Compliance Certificates, notices, Projections and other information at the
        times, to the Persons and in the manner set forth in Annex
        E.

       

      (b) Each
        Credit Party executing this Agreement hereby agrees that from and after the
        Second Restatement Execution Date and until the Termination Date, it shall
        deliver to Agent or to Agent and Lenders, as required, the various Collateral
        Reports at the times, to the Persons and in the manner set forth in Annex
        F.

       

      4.2 Communication
        with Accountants.
        Each
        Credit Party executing this Agreement authorizes (a) Agent and (b) so long
        as an
        Event of Default has occurred and is continuing, each Lender, to communicate
        directly with its independent certified public accountants, including BDO
        Seidman LLP, and authorizes and shall request those accountants to disclose
        and
        make available to Agent and each Lender any and all Financial Statements
        and
        other supporting financial documents, schedules and information relating
        to any
        Credit Party (including copies of any issued management letters) with respect
        to
        the business, results of operations, financial condition and other affairs
        of
        any Credit Party, provided
        that an
        officer of Borrower will be given the reasonable opportunity to participate
        in
        any direct communication with the Credit Parties’ independent public
        accountants.

       

      
        
          5
            AFFIRMATIVE
            COVENANTS

        

      

       

      Each
        Credit Party executing this Agreement jointly and severally agrees as to
        all
        Credit Parties that from and after the Second Restatement Closing Date and
        until
        the Termination Date:

       

      5.1 Maintenance
        of Existence and Conduct of Business.
        Each
        Credit Party shall: do or cause to be done all things necessary to preserve
        and
        keep in full force and effect its corporate or organizational existence (except
        to the extent permitted by Section
        6.1)
        and its
        material rights and franchises,
        including, without limitation, all Telecommunications Approvals;
        continue to conduct its business substantially as now conducted or as otherwise
        permitted hereunder; and at all times maintain, preserve and protect all
        of its
        material assets and properties used or useful in the conduct of its business,
        and keep the same in reasonable repair, working order and condition in all
        material respects (taking into consideration ordinary wear and tear) and
        from
        time to time make, or cause to be made, all necessary or appropriate repairs,
        replacements and improvements thereto consistent with industry
        practices.

       

      
        
          
          

        

        
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      5.2 Payment
        of Charges.

       

      (a) Subject
        to Section
        5.2(b),
        each
        Credit Party shall pay and discharge or cause to be paid and discharged promptly
        all Charges payable by it, including (i) Charges imposed upon it, its
        income and profits, or any of its material property (real, personal or mixed)
        and all Charges with respect to tax, social security and unemployment
        withholding with respect to its employees, except such unpaid Charges which
        will
        not cumulatively in the aggregate for all unpaid Charges of all Credit Parties
        result in more than $500,000 in liabilities for all Credit Parties combined,
        (ii) lawful claims for labor, materials, supplies and services or
        otherwise, and (iii) all storage or rental charges payable to warehousemen
        and bailees, in each case, before any thereof shall become past due, except
        in
        the case of clauses (ii) and (iii) where the failure to pay or discharge
        such
        Charges, individually or in the aggregate, could not reasonably be expected
        to
        have a Material Adverse Effect.

       

      (b) Each
        Credit Party may in good faith contest, by appropriate proceedings, the validity
        or amount of any Charges, Taxes or claims described in Section
        5.2(a);
        provided,
        that
        (i) adequate reserves with respect to such contest are maintained on the
        books
        of such Credit Party, in accordance with GAAP, (ii) no Lien shall be imposed
        to
        secure payment of such Charges (other than payments to warehousemen and/or
        bailees) that is superior to any of the Liens securing payment of the
        Obligations and such contest is maintained and prosecuted continuously and
        with
        diligence and operates to suspend collection or enforcement of such Charges,
        (iii) none of the Collateral becomes subject to forfeiture or loss as a result
        of such contest, and (iv) such Credit Party shall promptly pay or discharge
        such
        contested Charges, Taxes or claims and all additional charges, interest,
        penalties and expenses, if any, and shall deliver to Agent evidence reasonably
        acceptable to Agent of such compliance, payment or discharge, if such contest
        is
        terminated or discontinued adversely to such Credit Party or the conditions
        set
        forth in this Section
        5.2(b)
        are no
        longer met.

       

      5.3 Books
        and Records.
        Each
        Credit Party shall keep adequate books and records with respect to its business
        activities in which proper entries, reflecting all financial transactions,
        are
        made in order to permit the preparation of financial statements in accordance
        with GAAP.

       

      
        
          
          

        

        
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      5.4 Insurance;
        Damage to or Destruction of Collateral.

       

      (a) The
        Credit Parties shall, at their sole cost and expense, maintain (i) the policies
        of insurance described on Disclosure
        Schedule (3.18)
        as in
        effect on the date hereof or (ii) casualty insurance on all real and personal
        property on an all risks basis (including the perils of flood and quake),
        covering the repair and replacement cost of all such property and coverage
        for
        business interruption and public liability insurance (including
        products/completed operations liability coverage) in each case of the kinds
        customarily carried or maintained by Persons of established reputation engaged
        in similar businesses and in each case with insurers and in amounts reasonably
        acceptable to Agent (it being agreed that any insurer having an A.M. Best
        policy
        holders rating of at least "A- minus" shall be acceptable to Agent). Such
        policies of insurance shall contain provisions pursuant to which the insurer
        agrees to provide 30 days (or, in the case of cancellation for nonpayment
        of
        premium, 10 days') prior written notice to Agent in the event of any
        non-renewal, cancellation or amendment of any such insurance policy. If any
        Credit Party at any time or times hereafter shall fail to obtain or maintain
        any
        of the policies of insurance required above or to pay all premiums relating
        thereto, Agent may at any time or times thereafter obtain and maintain such
        policies of insurance and pay such premiums and take any other action with
        respect thereto that Agent reasonably deems advisable. Agent shall have no
        obligation to obtain insurance for any Credit Party or pay any premiums
        therefor. By doing so, Agent shall not be deemed to have waived any Default
        or
        Event of Default arising from any Credit Party's failure to maintain such
        insurance or pay any premiums therefor. All sums so disbursed, including
        reasonable attorneys' fees, court costs and other charges related thereto,
        shall
        be payable on demand by Borrower to Agent and shall be additional Obligations
        hereunder secured by the Collateral. 

       

      (b) Agent
        reserves the right at any time upon any change in any Credit Party's insurance
        risk profile (including any change in the product mix maintained by any Credit
        Party or any laws affecting the potential liability of such Credit Party)
        to
        require additional forms and limits of insurance to, in Agent's opinion,
        adequately protect both Agent's and Lenders' interests in all or any portion
        of
        the Collateral and to ensure that each Credit Party is protected by insurance
        in
        amounts and with coverage customary for its industry; provided
        that so
        long as no Event of Default has occurred and is continuing, the Credit Parties
        shall be required to obtain such additional forms and limits of insurance
        only
        on the annual renewal date of the applicable insurance policy (or on a date
        reasonably selected by Agent if there is no such annual renewal date). If
        reasonably requested by Agent, each Credit Party shall deliver to Agent from
        time to time a report of a reputable insurance broker, reasonably satisfactory
        to Agent, with respect to its insurance policies.

       

      
        
          
          

        

        
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      (c) Each
        Credit Party shall deliver to Agent, in form and substance reasonably
        satisfactory to Agent, certificates of insurance and endorsements to all
        general
        liability and other liability policies naming Agent, on behalf of itself
        and
        Lenders, as additional insured. Each Credit Party (other than a PUC Restricted
        Subsidiary) shall
        deliver to Agent, in form and substance reasonably satisfactory to Agent,
        certificates
        of insurance and
        endorsements to all "All Risk" and business interruption insurance naming
        Agent,
        on behalf of itself and Lenders, as lender's loss payee (via
        a
        Lenders Loss Payable endorsement). Each
        Credit Party (other than a PUC Restricted Subsidiary) irrevocably makes,
        constitutes and appoints Agent (and all officers, employees or agents designated
        by Agent), so long as any Default or Event of Default has occurred and is
        continuing or the anticipated insurance proceeds exceed $1,000,000,
        as each
        such Credit Party's true and lawful agent and attorney-in-fact for the purpose
        of making, settling and adjusting claims under such "All Risk" policies of
        insurance, endorsing the name of each such Credit Party on any check or other
        item of payment for the proceeds of such "All Risk" policies of insurance
        and
        for making all determinations and decisions with respect to such "All Risk"
        policies of insurance. Agent shall have no duty to exercise any rights or
        powers
        granted to it pursuant to the foregoing power-of-attorney. Borrower shall
        promptly notify Agent and Lenders of any loss, damage or destruction to the
        Collateral in the amount of $1,000,000 or more, whether or not covered by
        insurance, and if any Credit Party receives insurance proceeds in respect
        of any
        such loss, damage or destruction to the Collateral, it shall immediately
        pay
        them to Agent for application in accordance with this Section
        5.4(c)
        (it
        being understood that proceeds of business interruption insurance shall be
        retained by the applicable Credit Party except during the occurrence and
        continuance of a Default or an Event of Default). After deducting from such
        proceeds the expenses, if any, incurred by Agent in the collection or handling
        thereof, Agent may, at its option, apply such proceeds to the reduction of
        the
        Obligations of Borrower in accordance with Section 1.3(c)
        or
        permit or require each Credit Party to use such money, or any part thereof,
        to
        promptly begin and diligently pursue the replacement, repair, restoration
        or
        rebuilding of the Collateral with materials and workmanship of substantially
        the
        same quality as existed before the loss, damage or destruction. Notwithstanding
        the foregoing, if the casualty giving rise to such insurance proceeds could
        not
        reasonably be expected to have a Material Adverse Effect and such insurance
        proceeds do not exceed $1,500,000 in the aggregate, Agent shall permit the
        applicable Credit Party either to replace, restore, repair or rebuild the
        property or to reinvest such proceeds in revenue producing capital assets
        used
        in the businesses of the Credit Parties of the type engaged in by the Credit
        Parties as of the Second Restatement Execution Date and, after giving effect
        to
        the consummation of the Second Restatement Transactions, the Second Restatement
        Closing Date, or businesses reasonably related thereto; provided
        that if
        such Credit Party has not completed or entered into binding agreements to
        complete such replacement, restoration, repair or rebuilding within 180 days
        following such casualty or has not consummated such reinvestment within 180
        days
        following such casualty, Agent may apply such insurance proceeds to the
        Obligations of Borrower in accordance with Section
        1.3(c).
        All
        insurance proceeds that are to be made available to any Credit Party to replace,
        repair, restore or rebuild such Collateral or to fund such reinvestment shall
        either be (x) deposited in a cash collateral account held by Agent or (y)
        applied by Agent to reduce the outstanding principal balance of the Revolving
        Loan (which application shall not result in a permanent reduction of the
        Revolving Loan Commitment) and upon such application, Agent shall establish
        a
        Reserve against the Borrowing Availability in an amount equal to the amount
        of
        such proceeds so applied. Thereafter, such funds shall be made available
        to
        Borrower to provide funds to replace, repair, restore or rebuild such Collateral
        or to fund such reinvestment as follows: (i) Borrower shall request a Revolving
        Credit Advance or release from such cash collateral account be made to fund
        such
        replacement, repair, restoration or rebuilding or to fund such reinvestment
        in
        the amount requested to be released; (ii) so long as the conditions in
Section
        2.2
        have
        been met, Revolving Lenders shall make such Revolving Credit Advance or Agent
        shall release funds from such cash collateral account; and (iii) in the case
        of
        insurance proceeds applied against the Revolving Loan, the Reserve established
        with respect to such insurance proceeds shall be reduced by the amount of
        such
        Revolving Credit Advance. To the extent not used to replace, repair, restore
        or
        rebuild the Collateral or to fund such reinvestment, such insurance proceeds
        shall be applied in accordance with Section
        1.3(c)
        and such
        Reserve shall be immediately utilized through the borrowing by Borrower of
        a
        Revolving Credit Advance, the proceeds of which shall be applied to prepay
        the
        Loans in accordance with Section
        1.3(c).

       

      
        
          
          

        

        
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      5.5 Compliance
        with Laws. Each
        Credit Party shall comply in
        all
        respects with
        all
        federal, state, local and foreign laws and regulations applicable to it,
        including those relating to ERISA and labor matters,
        Communications Laws
        and
        Environmental Laws and Environmental Permits, except to the extent that the
        failure to comply, individually or in the aggregate, could not reasonably
        be
        expected to have a Material Adverse Effect. Each Credit Party shall duly
        and
        timely comply in all respects with the
        provisions, terms and conditions of
        all
        Telecommunications Approvals, except to the extent that such failure,
        individually or in the aggregate, could not reasonably be expected to have
        a
        Material Adverse Effect.

       

      5.6 Supplemental
        Disclosure.
        From
        time to time as may be reasonably requested by Agent (which request will
        not be
        made more frequently than once each year absent the occurrence and continuance
        of a Default or an Event of Default), the Credit Parties shall supplement
        each
        Disclosure Schedule hereto, or any representation herein or in any other
        Loan
        Document, with respect to any matter hereafter arising that, if existing
        or
        occurring at the date of this Agreement, would have been required to be set
        forth or described in such Disclosure Schedule or as an exception to such
        representation or that is necessary to correct any information in such
        Disclosure Schedule or representation which has been rendered materially
        inaccurate thereby (and, in the case of any supplements to any Disclosure
        Schedule, such Disclosure Schedule shall be appropriately marked to show
        the
        changes made therein); provided
        that (a)
        no such supplement to any such Disclosure Schedule or representation shall
        (x)
        amend, supplement or otherwise modify any Disclosure Schedule or representation,
        or (y) be deemed a waiver of any Default or Event of Default resulting from
        the
        matters disclosed therein, except as consented to by Agent and Requisite
        Lenders
        in writing and in the case of clause (x) except for changes permitted or
        required by Annex C and changes otherwise constituting matters expressly
        permitted or expressly contemplated by this Agreement and (b) no supplement
        shall be required or permitted as to representations and warranties that
        relate
        solely to the Second Restatement Closing Date.

       

      5.7 Intellectual
        Property.
        Each
        Credit Party will conduct its business and affairs without infringement of
        or
        interference with any Intellectual Property of any other Person and shall
        comply
        with the terms of its Licenses, except where the failure to do so, individually
        or in the aggregate, could not reasonably be expected to have a Material
        Adverse
        Effect.

       

      
        
          
          

        

        
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      5.8 Environmental
        Matters.
        Each
        Credit Party shall and shall cause each Person within its control to: (a)
        conduct its operations and keep and maintain its Real Estate in compliance
        with
        all Environmental Laws and Environmental Permits other than noncompliance
        that,
        individually or in the aggregate, could not reasonably be expected to have
        a
        Material Adverse Effect; (b) implement any and all investigation, remediation,
        removal and response actions that are appropriate or necessary to operate
        the
        Real Estate in the manner presently operated or to otherwise materially comply
        with Environmental Laws and Environmental Permits pertaining to the presence,
        generation, treatment, storage, use, disposal, transportation or Release
        of any
        Hazardous Material on, at, in, under, above, to, from or about any of its
        Real
        Estate; (c) notify Agent promptly after such Credit Party has actual knowledge
        of any violation of Environmental Laws or Environmental Permits or any Release
        on, at, in, under, above, to, from or about any Real Estate that is reasonably
        likely to result in Environmental Liabilities in excess of $750,000; and
        (d)
        promptly forward to Agent a copy of any written order, notice, request for
        information or any communication or report received by such Credit Party
        in
        connection with any such violation or Release or any other matter relating
        to
        any Environmental Laws or Environmental Permits that could reasonably be
        expected to result in Environmental Liabilities in excess of $750,000, in
        each
        case whether or not the Environmental Protection Agency or any other
        Governmental Authority has taken or threatened any action in connection with
        any
        such violation, Release or other matter. If Agent at any time has a reasonable
        basis to believe that there is a violation of any Environmental Laws or
        Environmental Permits by any Credit Party or any Environmental Liability
        arising
        thereunder, or a Release of Hazardous Materials on, at, in, under, above,
        to,
        from or about any of its Real Estate, that, in each case, could reasonably
        be
        expected to have a Material Adverse Effect, then each Credit Party shall,
        upon
        Agent's written request (i) cause the performance of such environmental audits
        relating to the suspected violation or Release, including subsurface sampling
        of
        soil and groundwater, and preparation of such environmental reports, at
        Borrower's expense, as Agent may from time to time reasonably request, which
        shall be conducted by reputable environmental consulting firms reasonably
        acceptable to Agent and shall be in form and substance reasonably acceptable
        to
        Agent, and (ii) permit Agent or its representatives to have access to all
        Real
        Estate for the purpose of conducting such environmental audits and testing
        as
        Agent deems reasonably appropriate relating to the suspected violation or
        Release, including subsurface sampling of soil and groundwater. Borrower
        shall
        reimburse Agent for the costs of such audits and tests and the same will
        constitute a part of the Obligations secured hereunder. 

       

      
        
          
          

        

        
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      5.9 Landlords'
        Agreements, Mortgagee Agreements, Bailee Letters and Real Estate
        Purchases.
        Each
        Credit Party shall use commercially reasonable efforts to obtain a landlord's
        agreement, mortgagee agreement or bailee letter, as applicable, from the
        lessor
        of each leased property, mortgagee of owned property or bailee with respect
        to
        any warehouse, processor or converter facility or other location where
        Collateral having a value, individually or in the aggregate, in excess of
        $250,000 is
        stored
        or located, which agreement or letter shall contain a waiver or subordination
        of
        all Liens or claims that the landlord, mortgagee or bailee may assert against
        the Collateral at that location, and shall otherwise be reasonably satisfactory
        in form and substance to Agent. After the Second Restatement Closing Date,
        no
        real property or warehouse space shall be leased having annual rental payments
        in excess of $100,000 by any Credit Party and no Inventory (other than Inventory
        of a PUC Restricted Subsidiary) shall be shipped to a processor or converter
        under arrangements established after the Second Restatement Closing Date
        without
        the prior written consent of Agent, unless and until a satisfactory landlord
        agreement or bailee letter, as appropriate, shall first have been obtained
        with
        respect to such location. To the extent permitted hereunder, if any Credit
        Party
        (other than a PUC Restricted Subsidiary) proposes to acquire a fee ownership
        interest or leasehold interest in any Material Real Estate after the Second
        Restatement Closing Date, it shall concurrently provide to Agent a mortgage
        or
        deed of trust or leasehold mortgage or deed of trust, as applicable, granting
        Agent a first priority Lien on such Real Estate or leasehold interest therein,
        as applicable, together with environmental audits, mortgage title insurance
        commitment, real property survey, local counsel opinion(s), and, if required
        by
        Agent, supplemental casualty insurance and flood insurance, and such other
        documents, instruments or agreements, in each case, reasonably requested
        by
        Agent, and in each case, in form and substance reasonably satisfactory to
        Agent.
        In addition, if any Real Property owned or leased by any Credit Party (other
        than a PUC Restricted Subsidiary) shall subsequently become or be determined
        to
        be Material Real Estate, promptly following a request from Agent, such Credit
        Party shall provide to Agent a mortgage or deed of trust or leasehold mortgage
        or deed of trust, as applicable, granting Agent a first priority Lien on
        such
        Real Estate, or leasehold interest therein, as applicable, together with
        environmental audits, mortgage title insurance commitment, real property
        survey,
        local counsel opinion(s), and, if required by Agent, supplemental casualty
        insurance and flood insurance, and such other documents, instruments or
        agreements, in each case, reasonably requested by Agent, and in each case,
        in
        form and substance reasonably satisfactory to Agent.

       

      5.10 Interest
        Rate Protection. No
        later
        than 90 days after the
        Second
        Restatement
        Closing
        Date and at all times thereafter prior to the Commitment Termination
        Date
        for at
        least a period of two years from the Second Restatement Closing Date, Borrower
        shall
        maintain
        interest rate cap, swap or collar agreements, or other agreements or
        arrangements designed to provide protection against fluctuations in interest
        rates (“Interest
        Rate Protection Agreements”),
        which
        shall be on terms, for periods and with counterparties reasonably acceptable
        to
        Agent, provided
        that the terms of such Interest Rate Protection Agreements individually or
        in
        the aggregate shall provide the Borrower with such protection for at least
        two
        years from the Second Restatement Closing Date, and
        pursuant to which Borrower is protected against increases in interest rates
        from
        and after the date of such contracts as to a notional amount of not less
        than
        fifty percent (50%) and no greater than one hundred percent (100%) of all
        Loans
        outstanding from time to time.
        Promptly upon request of the Borrower, Agent shall acknowledge that all Interest
        Rate Protection Agreements entered into in accordance with this Section 5.10
        that are on terms, for periods and with counterparties reasonably acceptable
        to
        the Agent, and that have been entered into with a Lender or an Affiliate
        of a
        Lender (or a Person who was a Lender or an Affiliate of a Lender at the time
        of
        execution and delivery of such Interest Rate Protection Agreement), constitute
        "Secured Rate Contracts".

       

      
        
          
          

        

        
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      5.11 CoBank
        Capital.
        So long
        as CoBank is a Lender hereunder, Borrower will acquire or maintain ownership
        of
        non-voting participation certificates in CoBank in such amounts and at such
        times as CoBank may require in accordance with CoBank’s Bylaws and Capital Plan
        (as each may be amended from time to time), except that the maximum amount
        of
        non-voting participation certificates that Borrower may be required to purchase
        in CoBank in connection with the Loans may not exceed the maximum amount
        permitted by the Bylaws at the time this Agreement is entered into. The rights
        and obligations of the parties with respect to such non-voting participation
        certificates and any distributions made on account thereof or on account
        of
        Borrower’s patronage with CoBank shall be governed by CoBank’s Bylaws. Borrower
        hereby consents and agrees that the amount of any distributions with respect
        to
        its patronage with CoBank that are made in qualified written notices of
        allocation (as defined in 26 U.S.C. § 1388) and that are received by Borrower
        from CoBank, will be taken into account by Borrower at the stated dollar
        amounts
        whether the distribution is evidenced by a participation certificate or other
        form of written notice that such distribution has been made and recorded
        in the
        name of Borrower on the records of CoBank. CoBank’s Pro Rata Share of the Loans
        and other Obligations due to CoBank shall be secured by a statutory first
        lien
        on all equity which Borrower may now own or hereafter acquire in CoBank.
        Such
        equity shall not, however, constitute security for the Obligations due to
        any
        other Lender. CoBank shall not be obligated to set off or otherwise apply
        such
        equities to Borrower’s obligations to CoBank.

       

      5.12 Further
        Assurances.
        Each
        Credit Party executing this Agreement agrees that it shall and shall cause
        each
        other Credit Party to, at such Credit Party's expense and upon request of
        Agent
        or Requisite Lenders, duly execute and deliver, or cause to be duly executed
        and
        delivered, to Agent and Lenders such further instruments and do and cause
        to be
        done such further acts as may be necessary or proper in the reasonable opinion
        of Agent or Requisite Lenders to carry out more effectively the provisions
        and
        purposes of this Agreement and each other Loan Document.

       

      5.13 Subsidiaries
        and Collateral.
        The
        Credit Parties will take such action from time to time as shall be necessary
        to
        ensure that (i) all Subsidiaries of Borrower are Credit Parties hereunder,
        (ii)
        all Subsidiaries of Borrower (other than a PUC Restricted Subsidiary) are
        Guarantors under the Subsidiary Guaranty, (iii) Borrower and all Subsidiaries
        of
        Borrower (other than a PUC Restricted Subsidiary) are Grantors under the
        Security Agreement and Agent (for the benefit of itself and the Lenders)
        has
        first priority perfected Liens (subject to Permitted Encumbrances), in
        substantially all the assets of Borrower and such Subsidiaries, consistent
        with
        the provisions of the Security Agreement, (iv) Borrower and all Subsidiaries
        of
        Borrower (other than Mid-Missouri Holding, Mid-Maine Telecom, War Holdings
        and
        War Acquisition) are Pledgors under the Pledge Agreement, and (v) Agent (for
        the
        benefit of itself and the Lenders) has first priority perfected Liens in
        one
        hundred percent (100%) of the outstanding Stock of each of the Subsidiaries
        of
        Borrower (other than the stock of Mid-Missouri Telephone and War Acquisition)
        consistent with the provisions of the Pledge Agreement. 

       

      5.14 Change
        of Law Applicable to Mid-Missouri Telephone. 

       

      (a) Mid-Missouri
        Telephone shall execute and deliver to Agent (i) a guaranty substantially
        in the
        form of the Subsidiary Guaranty (or a Joinder Agreement in respect of the
        Subsidiary Guaranty) not later than 30 days after Mid-Missouri Telephone
        shall
        have obtained knowledge that Mid-Missouri Telephone shall not be required
        by
        applicable law to obtain consent from the PUC in the State of Missouri in
        order
        to execute and deliver such a guaranty and (ii) a security agreement
        substantially in the form of the Security Agreement (or a Joinder Agreement
        in
        respect of the Security Agreement) not later than 30 days after Mid-Missouri
        Telephone shall not be required by applicable law to obtain consent from
        the PUC
        in the State of Missouri in order to execute and deliver such a security
        agreement.

       

      
        
          
          

        

        
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      (b) Mid-Missouri
        Holding shall execute and deliver to Agent a Joinder Agreement in respect
        of the
        Pledge Agreement and shall pledge all of the Stock of Mid-Missouri Telephone
        pursuant to the terms of the Pledge Agreement not later than 30 days after
        Mid-Missouri Telephone shall have obtained knowledge that Mid-Missouri Telephone
        shall not be required by applicable law to obtain consent from the PUC in
        the
        State of Missouri in order for its Stock to be pledged to Agent under the
        Pledge
        Agreement. 

       

      (c) Upon
        (i)
        the execution and delivery by Mid-Missouri Telephone of (A) the guaranty
        (or
        Joinder Agreement) referred to in paragraph (a) of this Section
        5.14
        and (B)
        the security agreement (or Joinder Agreement) referred to in paragraph (a)
        of
        this Section
        5.14
        and (ii)
        the execution and delivery by Mid-Missouri Holding of a Joinder Agreement
        in
        accordance with paragraph (b) of this Section
        5.14,
        any
        provision in the Loan Documents that specifically excludes Mid-Missouri
        Telephone shall, mutatis
        mutandis,
        be
        deemed to also apply to Mid-Missouri Telephone.

       

      (d) The
        Credit Parties shall notify Agent and the Lenders promptly upon obtaining
        knowledge that Mid-Missouri Telephone and Mid-Missouri Holding will be required
        to execute and deliver documents pursuant to the foregoing clauses of this
        Section
        5.14.
        In such
        event, if and to the extent reasonably requested by Agent or Requisite Lenders,
        Mid-Missouri Telephone and Mid-Missouri Holding will cause to be delivered
        to
        Agent and Lenders all other relevant documentation of the type described
        in
        Section 2 and the Closing Checklist with respect thereto.

       

      5.15 Change
        of Law Applicable to Mid-Maine Telecom. 

       

      (a) Mid-Maine
        Telecom shall
        execute and deliver to Agent (i) a guaranty substantially in the form of
        the
        Subsidiary Guaranty (or a Joinder Agreement in respect of the Subsidiary
        Guaranty) not later than 30 days after Mid-Maine Telecom shall have obtained
        knowledge that Mid-Maine Telecom shall not be required by applicable law
        to
        obtain consent from the PUC in the State of Maine in order to execute and
        deliver such a guaranty and (ii) a security agreement substantially in the
        form
        of the Security Agreement (or a Joinder Agreement in respect of the Security
        Agreement) not later than 30 days after Mid-Maine Telecom shall not be required
        by applicable law to obtain consent from the PUC in the State of Maine in
        order
        to execute and deliver such a security agreement.

       

      (b) Upon
        the
        execution and delivery by Mid-Maine Telecom of (i) the guaranty (or Joinder
        Agreement) referred to in paragraph (a) of this Section
        5.15
        and (ii)
        the security agreement (or Joinder Agreement) referred to in paragraph (a)
        of
        this Section
        5.15,
        any
        provision in the Loan Documents that specifically excludes Mid-Maine Telecom
        shall, mutatis
        mutandis,
        be
        deemed to also apply to Mid-Maine Telecom.

       

      
        
          
          

        

        
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      (c) The
        Credit Parties shall notify Agent and the Lenders promptly upon obtaining
        knowledge that Mid-Maine Telecom will be required to execute and deliver
        documents pursuant to the foregoing clauses of this Section
        5.15.
        In such
        event, if and to the extent reasonably requested by Agent or Requisite Lenders,
        Mid-Maine Telecom will cause to be delivered to Agent and Lenders all other
        relevant documentation of the type described in Section 2 and the Closing
        Checklist with respect thereto.

       

      5.16 Change
        of Law Applicable to War Acquisition. 

       

      (a) War
        Acquisition shall execute and deliver to Agent (i) a guaranty substantially
        in
        the form of the Subsidiary Guaranty (or a Joinder Agreement in respect of
        the
        Subsidiary Guaranty) not later than 30 days after War Acquisition shall have
        obtained knowledge that War Acquisition shall not be required by applicable
        law
        to obtain consent from the PUC in the State of West Virginia in order to
        execute
        and deliver such a guaranty and (ii) a security agreement substantially in
        the
        form of the Security Agreement (or a Joinder Agreement in respect of the
        Security Agreement) not later than 30 days after War Acquisition shall not
        be
        required by applicable law to obtain consent from the PUC in the State of
        West
        Virginia in order to execute and deliver such a security agreement.

       

      (b) War
        Holdings shall execute and deliver to Agent a Joinder Agreement in respect
        of
        the Pledge Agreement and shall pledge all of the Stock of War Acquisition
        pursuant to the terms of the Pledge Agreement not later than 30 days after
        War
        Acquisition shall have obtained knowledge that War Acquisition shall not
        be
        required by applicable law to obtain consent from the PUC in the State of
        West
        Virginia in order for its Stock to be pledged to Agent under the Pledge
        Agreement. 

       

      (c) Upon
        the
        execution and delivery by War Acquisition of (A) the guaranty (or Joinder
        Agreement) referred to in paragraph (a) of this Section
        5.16
        and (B)
        the security agreement (or Joinder Agreement) referred to in paragraph (a)
        of
        this Section
        5.16
        any
        provision in the Loan Documents that specifically excludes War Acquisition
        shall, mutatis
        mutandis,
        be
        deemed to also apply to War Acquisition.

       

      (d) The
        Credit Parties shall notify Agent and the Lenders promptly upon obtaining
        knowledge that War Acquisition will be required to execute and deliver documents
        pursuant to the foregoing clauses of this Section
        5.16.
        In such
        event, if and to the extent reasonably requested by Agent or Requisite Lenders,
        War Acquisition will cause to be delivered to Agent and Lenders all other
        relevant documentation of the type described in Section 2 and the Closing
        Checklist with respect thereto.

       

      5.17 Post-Closing
        Regulatory Deliverables.

       

      (a) Within
        thirty (30) days after the Second Restatement Closing Date, Borrower shall
        cause
        to be delivered to Agent copies of the consummation notices filed with the
        FCC
        regarding the transfer of control of the domestic Section 214 and international
        Section 214 authorizations, and evidence of the filing of such
        notices.

       

      
        
          
          

        

        
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      (b) Within
        thirty
        (30) days
        after the Second Restatement Closing Date, Borrower shall cause to be delivered
        to Agent a copy of the post-closing notification of the transaction filed
        with
        the Massachusetts Department of Telecommunications and Cable, and evidence
        of
        the filing of such notification.

       

      (c) Within
        thirty (30) days after the Second Restatement Closing Date, Borrower shall
        cause
        to be delivered to Agent a copy of the post-closing notification of the
        transaction filed with the Maine Public Utilities Commission, and evidence
        of
        the filing of such notification.

       

      (d) Within
        thirty (30) days after the Second Restatement Closing Date, Borrower shall
        cause
        to be delivered to Agent a copy of the post-closing notification of the
        transaction filed with the Public Service Commission of West Virginia, and
        evidence of the filing of such notification.

       

      (e) Within
        thirty (30) days after the Second Restatement Closing Date, Borrower shall
        cause
        to be delivered to Agent (i) a copy of the post-closing notification of the
        transaction filed with the New Hampshire Public Utilities Commission, and
        evidence of the filing of such notification, and (ii) either a copy of the
        form
        of notification letter sent to all New Hampshire customers, along with a
        certification from the Borrower that the notification letter was sent to
        all
        required New Hampshire customers, or a certification from the Borrower that
        no
        notifications are required pursuant to New Hampshire and federal laws.


       

      
        
          6
            NEGATIVE
            COVENANTS

        

      

       

      Each
        Credit Party executing this Agreement jointly and severally agrees as to
        all
        Credit Parties that from and after the Second Restatement Closing Date until
        the
        Termination Date:

       

      6.1 Mergers,
        Subsidiaries, Etc.

       

      (a)
        No
        Credit Party shall directly or indirectly, by operation of law or otherwise,
        (x)
        form or acquire any Subsidiary, or (y) merge with, consolidate with, acquire
        all
        or substantially all of any division, unit or business of, acquire all or
        substantially all of the assets of, acquire all or a substantial portion
        of the
        Stock of, or otherwise combine with or acquire, any Person, whether in a
        single
        transaction or a series of related transactions, individually or together
        with
        any other Credit Parties, except (i) as permitted by Section
        6.1(b)
        below,
        (ii) so long as no Default or Event of Default has occurred and is continuing
        or
        would result therefrom, (A) any Subsidiary of Borrower may merge or consolidate
        with or convey all or substantially all of its assets to Borrower provided
        that
        Borrower is the surviving entity from any such transaction, (B) any Subsidiary
        of Borrower may merge or consolidate with or convey all or substantially
        all of
        its assets to a Subsidiary Guarantor provided that such Subsidiary Guarantor
        is
        the surviving entity from any such transaction and (C) Borrower or any
        Subsidiary of Borrower may form a Subsidiary organized under the laws of
        the
        United States so long as contemporaneously therewith such Subsidiary becomes
        a
        Credit Party, becomes a Subsidiary Guarantor and grants a Lien on its assets
        to
        Agent in accordance with Section
        5.13,
        and
        (iii) the Country Road Acquisition consummated on the Second Restatement
        Closing
        Date.

       

      
        
          
          

        

        
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      (b) Notwithstanding
        Section
        6.1(a),
        Borrower or any Subsidiary Guarantor may consummate the Country Road Acquisition
        so long as all conditions precedent set forth in Section
        2.1A
        and
Section
        2.1B
        have
        been satisfied. Notwithstanding Section
        6.1(a),
        after
        the Second Restatement Closing Date, (x) Borrower or any Subsidiary
        Guarantor may acquire all or substantially all of any division, unit or business
        of or all or substantially all of the assets of, or (y) Borrower or any
        Subsidiary of Borrower that is a Credit Party may acquire all of the Stock
        of,
        any Person (the "Target")
        (in
        each case, a "Permitted
        Acquisition")
        subject to the satisfaction of each of the following conditions:

       

      (i) Agent
        shall receive at least thirty (30) Business Days’ prior written notice (or such
        shorter period as Agent may agree) of such proposed Permitted Acquisition,
        which
        notice shall include a reasonably detailed description of such proposed
        Permitted Acquisition;

       

      (ii) such
        Permitted Acquisition shall only involve (A) assets located in the United
        States
        and comprising a business, or those assets of a business, of the type engaged
        in
        by the Credit Parties as of the Second Restatement Closing Date or, as
        applicable, a business, or those assets of a business, reasonably related
        thereto or (B) the Stock of a Person organized in the United States whose
        assets
        comprise such a business, and in each case which business would not subject
        Agent or any Lender to regulatory or third party approvals in connection
        with
        the exercise of its rights and remedies under this Agreement or any other
        Loan
        Documents other than types of approvals applicable to the exercise of such
        rights and remedies with respect to the Guarantors prior to such Permitted
        Acquisition;

       

      (iii) such
        Permitted Acquisition shall be consensual and shall have been approved by
        the
        Target’s board of directors (or other governing body);

       

      (iv) no
        additional Indebtedness, Guaranteed Indebtedness, contingent obligations
        or
        other contingent liabilities shall be Incurred or otherwise be reflected
        on a
        consolidated balance sheet of Borrower and Target after giving effect to
        such
        Permitted Acquisition, except (A) Loans made hereunder, (B) Indebtedness
        secured
        by purchase money Liens and Capital Leases entered into in the ordinary course
        of Target’s business, provided
        that (1)
        the principal amount of such Indebtedness and Capital Lease Obligations with
        respect to such Capital Leases, together with the aggregate amount of all
        other
        outstanding purchase money Indebtedness and Capital Lease Obligations of
        the
        Credit Parties, shall not exceed $2,500,000 at any one time, (2) such purchase
        money Liens and Capital Leases are not created in contemplation of such
        Permitted Acquisition and secure only those principal obligations and any
        charges or interest accruing thereon which such purchase money Liens or Capital
        Leases secure on the date that such Permitted Acquisition is consummated,
        (3)
        such Indebtedness does not exceed 100% of the purchase price of the subject
        assets, and (4) such purchase money Liens or Capital Leases do not extend
        to any
        asset other than the assets being purchased or acquired with such purchase
        money
        Indebtedness or the assets being leased in connection with such Capital Leases,
        (C) contingent obligations and contingent liabilities that do not exceed
        $1,000,000 for each such Permitted Acquisition, (D) Guaranteed Indebtedness
        permitted by Section
        6.6,
        and (E)
        Indebtedness of Borrower Incurred to finance such Permitted Acquisition to
        the
        extent such Indebtedness is expressly permitted under Section
        6.3(a)(vii), (xv) or (xvi)
        and to
        the extent that no Default or Event of Default has occurred and is continuing
        or
        would result after giving effect to such Permitted Acquisition;

       

      
        
          
          

        

        
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      (v) the
        sum
        of all amounts payable in connection with all Permitted Acquisitions made
        after
        the Second Restatement Closing Date (including all deferred payments, all
        non-compete payments, all transaction costs, the Fair Market Value of all
        Stock
        issued in connection therewith and all Indebtedness and any earn out payments
        or
        similar obligations Incurred in connection therewith or otherwise reflected
        on a
        consolidated balance sheet of Borrower and Target) shall not exceed $40,000,000
        in any Fiscal Year for all Credit Parties combined;

       

      (vi) on
        a Pro
        Forma Basis, after giving effect to such Permitted Acquisition, the Target
        shall
        not have incurred an operating loss for the trailing twelve-month period
        preceding the date of such Permitted Acquisition, as determined based upon
        the
        Target’s financial statements for its most recently completed fiscal year and
        its most recent interim financial period completed within sixty (60) days
        prior
        to the date of consummation of such Permitted Acquisition; 

       

      (vii) the
        business and assets acquired in such Permitted Acquisition shall be free
        and
        clear of all Liens (other than Permitted Encumbrances);

       

      (viii) the
        Borrower shall be the surviving entity of any merger or consolidation involving
        Borrower in connection with any Permitted Acquisition, and at or prior to
        the
        closing of any Permitted Acquisition, Agent will be granted a first priority
        perfected Lien (subject to Permitted Encumbrances) in substantially all the
        assets acquired pursuant thereto, consistent with the provisions of the Security
        Agreement, and in the outstanding Stock of the Target, and the applicable
        Credit
        Parties and the Target shall have executed such documents (including a Joinder
        Agreement, if applicable) and taken such actions as may be reasonably requested
        by Agent in connection therewith;

       

      (ix) concurrently
        with delivery of the notice referred to in clause (i) above, Borrower shall
        have
        delivered to Agent and Lenders, in form reasonably satisfactory to
        Agent:

       

      
        
          
          

        

        
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      (A) a
        pro
        forma consolidated balance sheet, income statement and cash flow statement
        of
        Borrower and its Subsidiaries (the "Acquisition
        Pro Forma"),
        based
        on recent financial statements, which shall fairly present in all material
        respects the assets, liabilities, financial position and results of operations
        and cash flows of Borrower and its Subsidiaries in accordance with GAAP
        consistently applied (subject to normal year end audit adjustments and the
        absence of footnotes), but taking into account such Permitted Acquisition
        and
        the funding of all Loans in connection therewith, and such Acquisition Pro
        Forma
        shall reflect that on a Pro Forma Basis, no Default or Event of Default has
        occurred and is continuing or would result after giving effect to such Permitted
        Acquisition and the Credit Parties would have been in compliance with the
        Financial Covenants for the Test Period reflected in the Compliance Certificate
        most recently delivered to Agent pursuant to Section 4.1
        prior to
        consummation of such Permitted Acquisition (after giving effect to such
        Permitted Acquisition and all Advances funded in connection therewith as
        if made
        on the first day of such period);

       

      (B) updated
        versions of the most recently delivered Projections covering the three (3)
        year
        period commencing on the date of such Permitted Acquisition and otherwise
        prepared in accordance with the Projections (the "Acquisition
        Projections")
        and
        based upon historical financial data of a recent date reasonably satisfactory
        to
        Requisite Lenders, taking into account such Permitted Acquisition;
        and

       

      (C) a
        certificate of the chief financial officer of Borrower to the effect that:
        (w)
        Borrower (after taking into consideration all rights of contribution and
        indemnity each Credit Party has against each other Credit Party) will be
        Solvent
        upon the consummation of such Permitted Acquisition; (x) the Acquisition
        Pro
        Forma fairly presents in all material respects the financial position of
        Borrower and its Subsidiaries (on a consolidated basis) as of the date thereof
        after giving effect to such Permitted Acquisition; (y) the Acquisition
        Projections are reasonable estimates of the future financial performance
        of
        Borrower and its Subsidiaries subsequent to the date thereof based upon the
        historical performance of the Credit Parties and the Target and show that
        the
        Credit Parties shall continue to be in compliance with the Financial Covenants
        for the 3-year period thereafter; and (z) the Credit Parties have completed
        their due diligence investigation with respect to the Target and such Permitted
        Acquisition, which investigation was conducted in a manner similar to that
        which
        would have been conducted by a prudent purchaser of a comparable business
        and
        the results of which investigation were delivered to Agent and Lenders;


       

      
        
          
          

        

        
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      (x) (A)
        at
        least five (5) days prior to the date of such Permitted Acquisition, Agent
        and
        Lenders shall have received the then current draft of the acquisition agreement,
        in form and substance reasonably satisfactory to Agent (it being agreed that
        an
        acquisition agreement reflecting commercially reasonable terms otherwise
        acceptable to a prudent purchaser of such assets or Stock in such industry
        shall
        be reasonably satisfactory to Agent) and, upon request of Agent, related
        agreements and instruments, and all opinions, certificates, lien search results
        and other documents reasonably requested by Agent or any Lender (collectively,
        the "Related
        Documents"),
        including those specified in the last two sentences of Section 5.9,
        (B) at
        least two (2) Business Days prior to the date of such Permitted Acquisition,
        Agent and Lenders shall have received, a copy of the substantially final
        acquisition agreement and, upon request of Agent, Related Documents and all
        such
        documentation shall not differ in any material respect from the previous
        draft
        provided to Agent and Lenders, unless in each case changes to the previous
        draft
        are reasonably satisfactory to Agent (it being agreed that changes reflecting
        commercially reasonable terms otherwise acceptable to a prudent purchaser
        of
        such assets or Stock in such industry shall be reasonably satisfactory to
        Agent)
        and (C) on or prior to two (2) Business Days after the closing of such Permitted
        Acquisition, Agent and Lenders shall have received a copy of the final
        acquisition agreement and, upon request of Agent, Related
        Documents;

       

      (xi) at
        the
        time of such Permitted Acquisition and after giving effect thereto, no Default,
        Event of Default, Interest Deferral Period or Dividend Suspension Period
        has
        occurred and is continuing; and

       

      (xii) Agent
        and
        Lenders shall have received reasonably satisfactory evidence of compliance
        with
        all regulatory requirements with respect to such Permitted
        Acquisition.

       

      6.2 Investments;
        Loans and Advances.
        Except
        as otherwise expressly permitted by this Section
        6,
        no
        Credit Party shall make or permit to exist any Investment in any Person,
        except:

       

      (a) Investments
        comprised of (i) notes payable, or stock or other securities issued by Account
        Debtors to the Credit Parties pursuant to negotiated agreements with respect
        to
        settlement of such Account Debtor's Accounts in the ordinary course of business
        and (ii) Investments received in connection with the bankruptcy or
        reorganization of suppliers or customers and in settlement of delinquent
        obligations of, and other disputes with, suppliers or customers arising in
        the
        ordinary course of business;

       

      (b) Investments
        existing on the Second Restatement Execution Date and listed on Disclosure
        Schedule (6.2);
        

       

      (c) so
        long
        as Agent has not delivered an Activation Notice, Borrower may make Investments,
        subject to Control Letters in favor of Agent for the benefit of Lenders or
        otherwise subject to a perfected security interest in favor of Agent for
        the
        benefit of Lenders, in (i) marketable direct obligations issued or
        unconditionally guaranteed by the United States of America or any agency
        thereof
        maturing within one year from the date of acquisition thereof,
        (ii) commercial paper maturing no more than one year from the date of
        creation thereof and currently having the highest rating obtainable from
        either
        Standard & Poor’s Corporation or Moody's, (iii) certificates of deposit
        maturing no more than one year from the date of creation thereof issued by
        commercial banks incorporated under the laws of the United States of America,
        each having combined capital, surplus and undivided profits of not less than
        $300,000,000 and having a senior unsecured rating of "A" or better by a
        nationally recognized rating agency (an "A
        Rated Bank"),
        (iv)
        time deposits maturing no more than 30 days from the date of creation thereof
        with A Rated Banks, (v) mutual funds that invest substantially all their
        assets
        in one or more of the Investments described in clauses
        (i) through (iv)
        above,
        and (vi) others approved by Agent in its reasonable discretion;

       

      
        
          
          

        

        
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      (d) any
        Credit Party may make capital contributions to any other Credit Party;
provided
        that the
        aggregate amount of (i) all capital contributions to, intercompany loans
        to and
        other Investments in the PUC Restricted Subsidiaries made after the Second
        Restatement Closing Date shall not at any time exceed $3,000,000 for all
        Credit
        Parties combined and (ii) all intercompany loans by each PUC Restricted
        Subsidiary shall not at any time exceed such amounts permitted under
Section
        6.3(a)(viii)(F);

       

      (e) intercompany
        loans and advances by any Credit Party to any other Credit Party to the extent
        permitted by Section
        6.3(a)(viii);

       

      (f) Permitted
        Acquisitions and Investments of a Person existing at the time such Person
        becomes a Subsidiary of a Credit Party in connection with a Permitted
        Acquisition or at the time such Person is merged or consolidated with or
        into a
        Credit Party in connection with a Permitted Acquisition, provided
        that
        such Investments are not made in contemplation of such Permitted
        Acquisition;

       

      (g) Investments
        consisting of deferred payment obligations received as consideration from
        Asset
        Sales effected in accordance with the requirements of Section
        6.8,
        so long
        as such Investments do not in the aggregate exceed $500,000 at any time for
        all
        Credit Parties combined;

       

      (h) prepaid
        expenses, negotiable instruments held for collection and lease, and utility
        and
        workers' compensation, performance and other similar deposits, in each case,
        created in the ordinary course of business;

       

      (i) Guaranteed
        Indebtedness permitted by Section
        6.6;

       

      (j) Hedging
        Obligations of Borrower required or permitted by Section
        5.10;

       

      (k) Loans
        and
        advances to employees of any Credit Party in the ordinary course of business,
        in
        each case to the extent permitted by Section
        6.4(b);
        

       

      (l) the
        Mid-Missouri Acquisition consummated on the Original Closing Date;

       

      (m) the
        Mid-Maine Acquisition consummated on the First Restatement Closing Date;
        

       

      
        
          
          

        

        
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      (n) the
        Country Road Acquisition consummated on the Second Restatement Closing Date;
        and

       

      (o) other
        Investments by the Credit Parties not exceeding $2,000,000 in the aggregate
        at
        any time outstanding for all Credit Parties combined, provided
        that
        this Section
        6.2(o)
        shall
        not be applicable to Investments in a PUC Restricted Subsidiary.

       

      6.3 Indebtedness.

       

      (a) No
        Credit
        Party shall create, incur, assume or permit to exist any Indebtedness, except
        (without duplication):

       

      (i) Indebtedness
        secured by purchase money security interests and Capital Leases permitted
        in
Section
        6.7(c)
        and
        refinancings thereof or amendments or modifications thereof that do not have
        the
        effect of increasing the principal amount thereof or changing the amortization
        thereof (other than to extend the same) and that are otherwise on terms and
        conditions no less favorable to any Credit Party, Agent or any Lender, as
        determined by Agent, than the terms of the Indebtedness or Capital Lease
        being
        refinanced, amended or modified; 

       

      (ii) the
        Loans
        and the other Obligations; 

       

      (iii) unfunded
        pension fund and other employee benefit plan obligations and liabilities
        to the
        extent they are permitted to remain unfunded under applicable law;

       

      (iv) existing
        Indebtedness described in Disclosure
        Schedule (6.3)
        and
        refinancings thereof or amendments or modifications thereof that do not have
        the
        effect of increasing the principal amount thereof or changing the amortization
        thereof (other than to extend the same) and that are otherwise on terms and
        conditions no less favorable to any Credit Party, Agent or any Lender, as
        determined by Agent, than the terms of the Indebtedness being refinanced,
        amended or modified; provided,
        however,
        that
        this Section
        6.3(a)(iv)
        shall
        not be applicable to Subordinated Debt;

       

      (v) unsecured,
        subordinated Indebtedness of Borrower evidenced by the Initial IDS Subordinated
        Notes issued on the Original Closing Date as a part of the Original Related
        Transactions and the Subsequent IDS Subordinated Notes issued on July 5,
        2007,
        in an aggregate principal amount that does not exceed at any time $110,000,000
        (less the amount of any repayments of principal thereof after the Original
        Closing Date);

       

      (vi) unsecured,
        subordinated Indebtedness of Borrower evidenced by any Initial IDS-Linked
        Subordinated Notes issued after the Original Closing Date as part of Initial
        IDS
        Securities required to be issued pursuant to the Investor Rights Agreement
        upon
        exchange of any Class B common stock of Borrower issued on the Original Closing
        Date as a part of the Original Related Transactions so long as (A) no Default,
        Event of Default, Interest Deferral Period or Dividend Suspension Period
        has
        occurred and is continuing or would result as of the date of issuance thereof
        and all the Exchange Conditions (as defined in the Initial IDS Subordinated
        Notes Indenture) are satisfied at the time of such issuance and exchange,
        (B) on
        a Pro Forma Basis after giving effect to the Incurrence of such Indebtedness,
        the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of
        not
        more than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants
        and
        (C) Borrower shall have furnished to Agent and Lenders prior to the Incurrence
        thereof a certificate from a Responsible Officer of Borrower certifying as
        to
        compliance with the requirements of the preceding clauses (A) and (B) and
        containing the calculations demonstrating compliance with the preceding clause
        (B);

       

      
        
          
          

        

        
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      (vii) Permitted
        Additional Subordinated Debt of Borrower, so long as (A) the aggregate
        outstanding principal amount thereof (excluding any PIK Amounts in respect
        thereof) does not exceed $50,000,000 at any time, (B) no Default, Event of
        Default, Interest Deferral Period or Dividend Suspension Period has occurred
        and
        is continuing or would result as of the date of issuance thereof, (C) on
        a Pro
        Forma Basis after giving effect to the Incurrence of such Indebtedness
        (excluding PIK Amounts in respect thereof payable after the initial Incurrence
        of such Indebtedness), the Credit Parties shall (I) have a Consolidated Total
        Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with
        the
        Financial Covenants, (D) the terms of such Indebtedness otherwise comply
        with
        the provisions of the definition of Permitted Additional Subordinated Debt,
        (E)
        all of the proceeds thereof shall be applied (I) concurrently with the issuance
        thereof, to refinance Permitted Additional Subordinated Debt of Borrower
        or (II)
        not later than 90 days after the date of issuance thereof, (x) to finance
        a
        Permitted Acquisition, (y) to finance permitted Consolidated Capital
        Expenditures or (z) to prepay the Loans, and (F) Borrower shall have furnished
        to Agent and Lenders prior to the Incurrence thereof a certificate from a
        Responsible Officer of Borrower certifying as to compliance with the
        requirements of the preceding clauses (A), (B), (C) and (D) and containing
        the
        calculations demonstrating compliance with the preceding clause (C);


       

      (viii) Indebtedness
        consisting of intercompany loans and advances made by a Credit Party to any
        other Credit Party; provided,
        that:
        (A) the Credit Party that is the recipient of any intercompany loan or advance
        (for purposes of this paragraph, the "Obligor")
        shall
        have executed and delivered a demand note in the form of Exhibit
        6.3(a)(viii)
        (an
        "Intercompany
        Note")
        to
        evidence any such intercompany Indebtedness owing at any time to the Credit
        Party providing such intercompany loan or advance (for purposes of this
        paragraph, the "Holder"),
        which
        Intercompany Note shall be pledged and delivered to Agent pursuant to the
        applicable Pledge Agreement or Security Agreement as additional collateral
        security for the Obligations (except for any such Intercompany Note executed
        and
        delivered to a PUC Restricted Subsidiary); (B) Borrower, the applicable Obligor
        and the applicable Holder shall record all intercompany transactions on its
        respective books and records in a manner reasonably satisfactory to Agent;
        (C)
        the obligations of the applicable Obligor and the applicable Holder under
        any
        such Intercompany Note shall be subordinated to the Obligations of Borrower
        and
        each other Credit Party hereunder in accordance with the terms of the
        Intercompany Note; (D) at the time any such intercompany loan or advance
        is made
        by any Credit Party and after giving effect thereto, Borrower and such Credit
        Party shall be Solvent; (E) Agent has not delivered a notice to Borrower
        prohibiting such intercompany loans and advances following the occurrence
        and
        during the continuance of a Default or Event of Default; and (F)
        the
        aggregate amount of (I) intercompany loans to, capital contributions to and
        other Investments in the PUC Restricted Subsidiaries made after the Second
        Restatement Closing Date shall not at any time exceed $3,000,000 for
        all
        Credit Parties combined and (II) intercompany loans by the PUC Restricted
        Subsidiaries shall not at any time exceed $3,000,000 for
        all
        PUC Restricted Subsidiaries combined;

       

      
        
          
          

        

        
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      (ix) [Intentionally
        Omitted]; 

       

      (x) Indebtedness
        constituting Hedging Obligations of Borrower required or permitted by
Section
        5.10;

       

      (xi) Guaranteed
        Indebtedness permitted by Section
        6.6;
        

       

      (xii) Indebtedness
        of Borrower or any of its Subsidiaries which may be deemed to exist in
        connection with agreements providing for indemnification, purchase price
        adjustments and similar obligations in connection with Permitted Acquisitions
        or
        sales of assets permitted by this Agreement (so long as any such obligations
        are
        those of the Person making the respective acquisition or sale, and are not
        guaranteed by any other Person);

       

      (xiii) Indebtedness
        constituting temporary bank overdrafts in the ordinary course of business
        that
        are promptly repaid; 

       

      (xiv) [Intentionally
        Omitted]; 

       

      (xv) unsecured,
        subordinated Indebtedness of Borrower evidenced by any Subsequent IDS
        Subordinated Notes issued after the Original Closing Date under any Subsequent
        IDS Subordinated Notes Indenture, so long as (A) no Default, Event of Default,
        Interest Deferral Period or Dividend Suspension Period has occurred and is
        continuing or would result as of the date of issuance thereof, (B) on a Pro
        Forma Basis after giving effect to the Incurrence of such Indebtedness
        (excluding PIK Amounts in respect thereof payable after the initial Incurrence
        of such Indebtedness), the Credit Parties shall (I) have a Consolidated Total
        Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with
        the
        Financial Covenants, (C) the terms of such Indebtedness otherwise comply
        with
        the provisions of the definitions of Subsequent IDS-Linked Subordinated Notes
        and Subsequent Non-IDS-Linked Subordinated Notes, (D) all of the proceeds
        thereof shall be applied (I) concurrently with the issuance thereof, to
        refinance IDS Subordinated Notes or Permitted Additional Subordinated Debt
        of
        Borrower or (II) not later than 90 days after the date of issuance thereof,
        (x)
        to finance a Permitted Acquisition, (y) to finance permitted Consolidated
        Capital Expenditures or (z) to prepay the Loans, and (E) Borrower shall have
        furnished to Agent and Lenders prior to the Incurrence thereof a certificate
        from a Responsible Officer of Borrower certifying as to compliance with the
        requirements of the preceding clauses (A), (B) and (C) and containing the
        calculations demonstrating compliance with the preceding clause (B);
        and

       

      
        
          
          

        

        
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      (xvi) additional
        unsecured Indebtedness of Borrower, so long as (A) the aggregate outstanding
        principal amount thereof (excluding any PIK Amounts in respect thereof) does
        not
        exceed $5,000,000 at any time, (B) no Default, Event of Default, Interest
        Deferral Period or Dividend Suspension Period has occurred and is continuing
        or
        would result as of the date of issuance thereof, (C) on a Pro Forma Basis
        after
        giving effect to the Incurrence of such Indebtedness (excluding PIK Amounts
        in
        respect thereof payable after the initial Incurrence of such Indebtedness),
        the
        Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not
        more
        than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants, and
        (D) Borrower shall have furnished to Agent and Lenders prior to the
        Incurrence thereof a certificate from a Responsible Officer of Borrower
        certifying as to compliance with the requirements of the preceding clauses
        (A),
        (B) and (C) and containing the calculations demonstrating compliance with
        the
        preceding clause (C).

       

      (b) No
        Credit
        Party shall, directly or indirectly, voluntarily purchase, redeem, defease
        or
        prepay any principal of, premium, if any, interest or other amount payable
        in
        respect of any Indebtedness, other than (i) the Obligations; (ii) Indebtedness
        secured by a Permitted Encumbrance if the asset securing such Indebtedness
        has
        been sold or otherwise disposed of in accordance with Sections
        6.8(b)
        or
(c);
        (iii)
        Indebtedness permitted by Section
        6.3(a)(iv)
        upon any
        refinancing thereof in accordance with Section
        6.3(a)(iv);
        (iv)
        Indebtedness permitted by Sections
        6.3(a)(v), (vi)
        or
(xv)
        upon any
        refinancing thereof in accordance with Section
        6.3(a)(xv);
        (v)
        Indebtedness permitted by Section
        6.3(a)(vii)
        upon any
        refinancing thereof in accordance with Section
        6.3(a)(vii);
        (vi)
        Indebtedness permitted by Sections
        6.3(a)(i)
        and
(viii)
        so long
        as no Default or Event of Default has occurred and is continuing or would
        result
        therefrom; (vii) Indebtedness permitted by Section
        6.3(a)(iii);
        and
        (viii) as otherwise permitted in Section
        6.14.
        

       

      6.4 Employee
        Loans and Affiliate Transactions.

       

      (a) Except
        as
        otherwise expressly permitted in this Section
        6
        with
        respect to Affiliates and except for transactions referred to on Disclosure
        Schedule (6.4(a)),
        no
        Credit Party shall enter into or be a party to any transaction with any other
        Credit Party or any Affiliate thereof except in the ordinary course of, and
        pursuant to the reasonable requirements of, such Credit Party's business
        and
        upon fair and reasonable terms that are no less favorable to such Credit
        Party
        than would be obtained in a comparable arm's length transaction with a Person
        not an Affiliate of such Credit Party. In addition, if any such transaction
        or
        series of related transactions, except for such transactions between Borrower
        and any Subsidiary Guarantor or between Subsidiary Guarantors in the ordinary
        course of business, involves payments in excess of $1,000,000 in the aggregate,
        the terms of these transactions must be disclosed in advance to Agent and
        Lenders. All such transactions existing as of the date hereof are described
        in
Disclosure
        Schedule (6.4(a)).

       

      (b) No
        Credit
        Party shall enter into any lending or borrowing transaction with any employees
        of any Credit Party, except loans to its respective employees on an arm's-length
        basis in the ordinary course of business consistent with past practices for
        travel and entertainment expenses, relocation costs and similar purposes
        and
        stock purchase and option financing up to a maximum of $1,000,000 in the
        aggregate at any one time outstanding for all Credit Parties combined.


       

      
        
          
          

        

        
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      6.5 Capital
        Structure and Business.

       

      (a) No
        Credit
        Party shall: 

       

      (i)
        permit any Person (other than Borrower or any Credit Party that is a Pledgor
        under the Pledge Agreement) to own any Stock of any Subsidiary of Borrower,
        except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri
        Holding, and except that the Stock of War Acquisition shall be owned by War
        Holdings; 

       

      (ii)
        issue or sell any Stock to any Person, except that: 

       

      (A)
        any
        Subsidiary of Borrower may issue Stock to Borrower or any Pledgor (other
        than
        Mid Missouri Telephone) under the Pledge Agreement; 

       

      (B)
        Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding and War
        Acquisition may issue Stock to War Holdings; 

       

      (C)
        Imagination may issue Stock to Mid-Missouri Telephone; 

       

      (D)
        Borrower may issue or sell its Class A common stock for Fair Market Value
        so
        long as no Change of Control occurs after giving effect thereto, no holding
        company of Borrower exists after giving effect thereto and either such Class
        A
        common stock is issued as consideration for a Permitted Acquisition or such
        Class A common stock is issued for cash and not later than 90 days after
        the
        date of issuance thereof the Net Cash Proceeds from the issuance thereof
        are
        applied (1) to finance a Permitted Acquisition, (2) to finance a permitted
        Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to
        prepay
        the Loans as required by Section
        1.3(b)(iii)
        or
        (5) to make any repurchase of shares of its common stock permitted by
Section 6.14(l);
        and


       

      (E)
        Borrower may issue Class A common stock as part of Initial IDS Securities
        required to be issued pursuant to the Investor Rights Agreement upon exchange
        of
        any Class B common stock of Borrower issued on the Original Closing Date
        as a
        part of the Original Related Transactions so long as the Initial IDS-Linked
        Subordinated Notes issued as part of such Initial IDS Securities are permitted
        to be issued under Section
        6.3(a)(vi).

       

      (b) No
        Credit
        Party shall amend its charter, bylaws, operating agreement or other
        organizational documents, in either case in a manner that would adversely
        affect
        Agent or Lenders or such Credit Party's duty or ability to repay the Obligations
        (it being understood that any amendment to authorize, or increase the authorized
        shares of, any class of common stock of Borrower that is not Disqualified
        Stock
        would not be prohibited). Each Credit Party that is a limited liability company
        agrees that at all times (i) the limited liability company interests, membership
        interests, units or other interests in such Credit Party shall be represented
        by
        one or more certificates and (ii) such certificates and such Credit Party's
        operating agreement or other organizational documents shall expressly provide
        that it is a security governed by Article 8-102 of the Code.

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

      (c) No
        Credit
        Party shall engage in any business other than the businesses engaged in by
        it on
        the Second Restatement Execution Date or businesses reasonably related thereto.
        

       

      6.6 Guaranteed
        Indebtedness.
        No
        Credit Party shall create, incur, assume or permit to exist any Guaranteed
        Indebtedness except: 

       

      (a) Guaranteed
        Indebtedness by endorsement of instruments or items of payment for deposit
        to
        the general account of any Credit Party;

       

      (b) Guaranteed
        Indebtedness incurred for the benefit of any other Credit Party if the primary
        obligation of such other Credit Party is permitted by this Agreement,
provided
        that if
        the payment of such primary obligation is subordinated to the payment of
        any of
        the Obligations, then the payment of such Guaranteed Indebtedness shall be
        subordinated to the payment of the Obligations on the same basis that such
        primary obligation is so subordinated;

       

      (c) Guaranteed
        Indebtedness existing on the Second Restatement Execution Date and described
        in
Disclosure
        Schedule 6.6;

       

      (d) the
        Guaranties; 

       

      (e) Guaranteed
        Indebtedness incurred in the ordinary course of business of a Credit Party
        with
        respect to surety and appeal bonds, performance and return-of-money bonds
        and
        other similar obligations of such Credit Party up to $500,000 in the aggregate
        for all Credit Parties combined;
        

       

      (f) Guaranteed
        Indebtedness arising under indemnity agreements with title insurers to cause
        such title insurers to issue in favor of Agent mortgagee title insurance
        policies; 

       

      (g) [Intentionally
        Omitted]; and

       

      (h) additional
        Guaranteed Indebtedness of the Credit Parties not to exceed an aggregate
        outstanding principal amount of $500,000 at any time for all Credit Parties
        combined.

       

      6.7 Liens.
        No
        Credit Party shall create, incur, assume or permit to exist any Lien on or
        with
        respect to its Accounts or any of its other properties or assets (whether
        now
        owned or hereafter acquired) except for:

       

      (a)
        Permitted Encumbrances; 

       

      (b)
        Liens
        in existence on Second Restatement Execution Date and summarized on Disclosure
        Schedule (6.7)
        securing
        Indebtedness described on Disclosure
        Schedule (6.3)
        and
        permitted refinancings, extensions and renewals thereof, including extensions
        or
        renewals of any such Liens; provided
        that
        the
        principal amount so secured is not increased and the Lien does not attach
        to any
        other property;

       

      
        
          
          

        

        
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      (c)
        Liens
        created after the Original Closing Date by conditional sale or other title
        retention agreements (including Capital Leases) or in connection with purchase
        money Indebtedness with respect to Equipment and Fixtures acquired by any
        Credit
        Party in the ordinary course of business or in connection with purchase money
        Indebtedness and Capital Leases expressly permitted to be assumed under
Section
        6.1(b)(iv)
        in
        connection with Permitted Acquisitions, involving the Incurrence of an aggregate
        amount of purchase money Indebtedness (including any assumed purchase money
        Indebtedness) and Capital Lease Obligations (including any assumed Capital
        Lease
        Obligations) of not more than $3,000,000 outstanding at any one time for
        all
        such Liens for all Credit Parties combined (provided that such Liens attach
        only
        to the assets subject to such purchase money Indebtedness and such Indebtedness
        is incurred within ninety (90) days following such purchase and does not
        exceed
        100% of the purchase price of the subject assets); 

       

      (d)
        leases and subleases of Real Property of a Credit Party granted to others
        which
        do not materially interfere with the ordinary conduct of the business of
        Borrower or any of its Subsidiaries; and

       

      (e)
        Liens
        arising from Uniform Commercial Code financing statement filings regarding
        operating leases entered into by Borrower and its Subsidiaries in the ordinary
        course of business.

       

      In
        addition, no Credit Party shall become a party to any agreement, note, indenture
        or instrument, or take any other action, that would prohibit the creation
        of a
        Lien on any of its properties or other assets in favor of Agent, on behalf
        of
        itself and Lenders, as additional collateral for the Obligations, except
        (i)
        operating leases, Capital Leases, Licenses and agreements evidencing purchase
        money Indebtedness, in each case which only prohibit Liens upon the assets
        that
        are subject thereto, (ii) customary non-assignment clauses in agreements
        entered
        into in the ordinary course of business, (iii) contracts for the sale of
        assets
        permitted by Section
        6.8
        (iv)
        prior to the Second Restatement Closing Date, the Prior Credit Agreement
        Documents and (v) restrictions imposed by applicable law. 

       

      6.8 Sale
        of Stock and Assets.
        No
        Credit Party shall sell, lease, license, transfer, convey, assign or otherwise
        dispose of, in a single transaction or a series of related transactions,
        any of
        its Properties or other assets, including the Stock of any of its Subsidiaries
        (whether in a public or a private offering or otherwise) or any of its Accounts
        (each, an "Asset
        Sale"),
        other
        than: 

       

      (a)
        the
        sale of Inventory in the ordinary course of business; 

       

      (b)
        the
        sale, transfer, conveyance or other disposition by a Credit Party of Equipment,
        Fixtures or Real Estate that are obsolete, surplus or no longer used or useful
        in such Credit Party's business and having a book value not exceeding $1,000,000
        in any single transaction or $2,000,000 in the aggregate in any Fiscal Year
        for
        all Credit Parties combined; 

       

      
        
          
          

        

        
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      (c)
        the
        sale of other Equipment and Fixtures having a book value not exceeding
        $1,000,000 in any single transaction or $2,000,000 in the aggregate in any
        Fiscal Year for all Credit Parties combined; 

       

      (d)
        the
        sale of Investments permitted by Section
        6.2(c)
        in the
        ordinary course of business; 

       

      (e)
        the
        sale of Investments acquired in settlements or bankruptcies of customers
        and
        suppliers; 

       

      (f)
        Sale/Leaseback Transactions permitted by and entered into in accordance with
        Section
        6.12;
        

       

      (g)
        dispositions of customer accounts by a Credit Party in connection with
        compromise or collections in the ordinary course of business; 

       

      (h)
        leases and subleases permitted under Section
        6.7(d);
        

       

      (i)
        transfers of assets by Borrower or any Subsidiary thereof to Borrower or
        any
        Subsidiary Guarantor; 

       

      (j)
        Restricted Payments permitted by Section
        6.14;
        

       

      (k)
        Condemnations and casualties; 

       

      (l)
        the
        sale
        of Investments of a Person existing at the time such Person became a Subsidiary
        of a Credit Party in connection with a Permitted Acquisition or at the time
        such
        Person merged or consolidated with or into a Credit Party in connection with
        a
        Permitted Acquisition, provided
        that
        such Investments were not made in contemplation of such Permitted Acquisition;
        and

       

      (m)
        the
        War Disposition; 

       

      provided
        that
        each Asset Sale pursuant to the foregoing clauses of this Section
        6.8
        (other
        than clauses (j) and (k)) shall be for Fair Market Value and (other than
        Section
        6.8(i))
        for
        proceeds consisting of at least 75% cash or, solely in the case of Section
        6.8(m),
        100%
        cash. With respect to any Asset Sale permitted by this Section
        6.8
        (other
        than Sections
        6.8(h), (j) and (k)),
        subject to Section 1.3(b),
        Agent
        agrees on reasonable prior written notice to release its Lien on such assets
        or
        other properties in order to permit the applicable Credit Party to effect
        such
        disposition and shall execute and deliver to Borrower, at Borrower's expense,
        appropriate documentation to acknowledge the release of Lien in respect thereof
        as reasonably requested by Borrower. 

      


      6.9 ERISA.
        No
        Credit Party shall, or shall cause or permit any ERISA Affiliate to, cause
        or
        permit to occur (i) an event that could result in the imposition of a Lien
        under
        Section 412 of the IRC or Section 302 or 4068 of ERISA or (ii) an ERISA Event
        to
        the extent such ERISA Event could reasonably be expected to result in taxes,
        penalties or other liability of $1,000,000 in the aggregate.

       

      
        
          
          

        

        
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      6.10 Financial
        Covenants.
        Borrower
        shall not breach or fail to comply with any of the Financial
        Covenants.

       

      6.11 Hazardous
        Materials.
        No
        Credit Party shall cause or permit a Release of any Hazardous Material on,
        at,
        in, under, above, to, from or about any of the Real Estate where such Release
        would (a) violate in any respect, or form the basis for any Environmental
        Liabilities under, any Environmental Laws or Environmental Permits or (b)
        otherwise adversely impact any Credit Party’s ability to use any of the Real
        Estate or any of the Collateral, in each case in the operation of its business,
        other than such violations or Environmental Liabilities that, individually
        or in
        the aggregate, could not reasonably be expected to have a Material Adverse
        Effect.

       

      6.12 Sale/Leasebacks.
        No
        Credit Party shall engage in any Sale/Leaseback Transaction, synthetic lease
        or
        similar transaction involving any of its assets, except that within ninety
        (90)
        days following the date on which any Equipment or Fixtures are put in service
        by
        any Credit Party, such Credit Party may enter into a Sale/Leaseback Transaction
        with respect to such Equipment or Fixtures to the extent permitted by
Section 6.7(c).

       

      6.13 Cancellation
        of Indebtedness.
        No
        Credit Party shall cancel any claim or debt owing to it, except for reasonable
        consideration negotiated on an arm's-length basis and in the ordinary course
        of
        its business.

       

      6.14 Restricted
        Payments.
        No
        Credit Party shall make any Restricted Payment, except that:

       

      (a) 
        intercompany loans and advances may be made by any Credit Party to any other
        Credit Party to the extent permitted by Section
        6.3(a)(viii);

       

      (b) Subsidiaries
        of Borrower may pay dividends and distributions to Borrower or any Subsidiary
        Guarantor and Imagination may pay dividends and distributions to Mid-Missouri
        Telephone; 

       

      (c) any
        Credit Party may make employee loans permitted under Section
        6.4(b);
        

       

      (d) any
        Credit Party may make payments of principal and interest of Intercompany
        Notes
        issued in accordance with Section
        6.3(a)(viii);

      

        (e) on
          each IDS Payment Date (other than March 30, 2005), so long as (i) no Default
          or
          Event of Default has occurred and is continuing or would occur as a consequence
          of the payment of such cash dividends, (ii) no Interest Deferral Period
          has
          occurred and is continuing, (iii) no Dividend Suspension Period has occurred
          and
          is continuing, (iv) no Deferred Interest remains unpaid under any Subordinated
          Debt and (v) the Compliance Certificate required to be delivered pursuant
          to
Section
          4.1
          in
          respect of the Fiscal Quarter most recently ended prior to such IDS Payment
          Date
          has been timely delivered, Borrower may declare and pay quarterly cash
          dividends
          to the holders of its Class A common stock on such IDS Payment Date in
          an
          aggregate amount which, together with the aggregate amount of all other
          cash
          dividends paid by Borrower on its Class A common stock (excluding cash
          dividends
          paid by Borrower on its Class A common stock on March 30, 2005 pursuant
          to
          Section 6.14(m) of the Original Credit Agreement as in effect on December
          31,
          2004) and redemptions or repurchases (excluding such redemptions or repurchases
          permitted by Section
          6.14(l))
          by
          Borrower of shares of its common stock from its officers, employees, consultants
          and directors in connection with the termination of employment or engagement
          of
          any such Person after the Original Closing Date, is less than the amount
          of
          Excess Cash as of such IDS Payment Date;

         

        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

        

      

    

    


    (f) on
      each IDS Payment Date (other than March 30, 2005) (for these purposes, a
      "Subject
      IDS Payment Date"),
      subject to Section
      6.19(b)
      hereof
      and the subordination provisions of the applicable Subordinated Debt Documents
      and the other terms of Article 10 of the applicable IDS Subordinated Notes
      Indenture (and the comparable provisions of the applicable Additional
      Subordinated Debt Documents) and so long as (i) no Interest Deferral Period
      has
      occurred and is continuing and (ii) the Compliance Certificate required to
      be
      delivered pursuant to Section
      4.1
      in
      respect of the Fiscal Quarter most recently ended prior to such Subject IDS
      Payment Date has been timely delivered, Borrower may pay quarterly accrued
      and
      unpaid interest on the Subordinated Debt and prepay any Deferred Interest in
      cash on such Subject IDS Payment Date in an aggregate amount not to
      exceed:

     

    
      	 	
              (I)

            	
              Distributable
                Cash as of such Subject IDS Payment Date minus 

            


    

     

    
      	 	
              (II)

            	
              the
                aggregate amount of (A) cash dividends paid by Borrower on its Class
                A
                common stock during the period from January 1, 2005 through the end
                of the
                Fiscal Quarter most recently ended prior to such Subject IDS Payment
                Date
                (excluding cash dividends paid by Borrower on its Class A common
                stock on
                March 30, 2005 pursuant to Section
                6.14(m)
                of
                the Original Credit Agreement as in effect on December 31, 2004),
                (B) cash
                redemptions or cash repurchases (excluding such redemptions or repurchases
                permitted by Section
                6.14(l))
                during such period by Borrower of shares of its common stock from
                its
                officers, employees, consultants and directors in connection with
                the
                termination of employment or engagement of any such Person and (C)
                cash
                interest payments made by Borrower on the Subordinated Debt during
                such
                period (excluding cash interest payments made by Borrower on the
                Initial
                IDS Subordinated Notes on March 30, 2005 pursuant to Section
                6.14(m)
                of
                the Original Credit Agreement as in effect on December 31,
                2004);

            


    

     

    provided,
      however,
      that
      notwithstanding the foregoing provisions of this Section
      6.14(f),
      if,
      prior to such Subject IDS Payment Date the payment of interest on a particular
      series or issue of Subordinated Debt has been deferred pursuant to the interest
      deferral provisions of the Subordinated Debt Documents applicable to such
      particular series or issue of Subordinated Debt on eight (8) IDS Payment Dates
      in the aggregate occurring prior to such Subject IDS Payment Date, then subject
      to Section
      6.19(b)
      hereof
      and the subordination provisions of such Subordinated Debt Documents and the
      other terms of Article 10 of the IDS Subordinated Notes Indenture (or the
      comparable provisions of the Additional Subordinated Debt Documents) applicable
      to such particular series or issue of Subordinated Debt, Borrower may pay
      quarterly accrued and unpaid interest on such particular series or issue of
      Subordinated Debt (and prepay Deferred Interest) in cash on such Subject IDS
      Payment Date;

    


    
      
        
          
          

        

        
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    (g)
      at
      any time that no Default or Event of Default has occurred and is continuing
      or
      would result, IDS Subordinated Notes permitted by Sections
      6.3(a)(v), (vi) or
      (xv)
      may be
      refinanced with the proceeds of Subsequent IDS Subordinated Notes in accordance
      with Section
      6.3(a)(xv)
      and
      Permitted Additional Subordinated Debt permitted by Section
      6.3(a)(vii)
      may be
      refinanced with the proceeds of Subsequent IDS Subordinated Notes in accordance
      with Section
      6.3(a)(xv)
      or
      Permitted Additional Subordinated Debt in accordance with Section
      6.3(a)(vii);

     

    (h)
      the
      Credit Parties may make the Restricted Payments on the Original Closing Date
      contemplated by the Restructuring Documents as a part of the Original Related
      Transactions; 

     

    (i)
      Borrower may redeem or repurchase shares of its common stock from its officers,
      employees, consultants and directors in connection with the termination of
      employment or engagement of any such Person, provided
      that (i)
      no Default or Event of Default has occurred and is continuing or would result
      therefrom and (ii) the aggregate amount paid in respect of all such shares
      so
      redeemed or repurchased does not exceed $2,000,000 in any Fiscal
      Year;

     

    (j)
      Borrower may issue Class A common stock as part of Initial IDS Securities
      required to be issued pursuant to the Investor Rights Agreement upon exchange
      of
      any Class B common stock of Borrower issued on the Original Closing Date as
      a
      part of the Original Related Transactions so long as the Initial IDS-Linked
      Subordinated Notes issued as part of such Initial IDS Securities are permitted
      to be issued under Section
      6.3(a)(vi);

     

    (k)
      Borrower may pay dividends on its common stock solely in shares of common stock
      of Borrower; and

     

    (l)
      so
      long as no Default or Event of Default has occurred and is continuing or would
      result, Borrower may repurchase shares of its common stock solely in exchange
      for or with cash received from an issuance of its common stock permitted by
      Section
      6.5(a).

     

    6.15 Change
      of Corporate Name or Location; Change of Fiscal Year.
      No
      Credit Party shall (a) change its name
      as
      it appears in official filings in the state of its incorporation or other
      organization, (b)
      change its chief executive office, principal place of business or corporate
      offices,
      (c)
      change the type of entity that it is, (d) change its organization identification
      number, if any, issued by its state of incorporation or other organization,
      or
      (e) change its state of incorporation or organization,
      in each
      case without at least 30 days prior written notice to Agent and after any action
      required to be taken in accordance with Section
      5.13
      and any
      other action reasonably requested by Agent in connection therewith, including
      to
      continue the perfection of any Liens in favor of Agent, on behalf of Lenders,
      in
      any Collateral, has been completed or taken, and provided
      that any
      such new location shall be in the continental United States. No Credit Party
      shall change its Fiscal Year, except that a Subsidiary that becomes a Credit
      Party in connection with a Permitted Acquisition may change its Fiscal Year
      to
      conform to that of Borrower.

    


    
      
        
          
          

        

        
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    6.16 No
      Impairment of Intercompany Transfers.
      No
      Credit Party shall directly or indirectly enter into or become bound by any
      agreement, instrument, indenture or other obligation (other than this Agreement
      and the other Loan Documents) that could directly or indirectly restrict,
      prohibit or require the consent of any Person with respect to the payment of
      dividends or distributions or the making or repayment of intercompany loans
      by a
      Subsidiary of Borrower to Borrower except for (a) the Loan Documents, and (b)
      restrictions imposed by applicable law or any applicable rule, regulation or
      order. 

    


    6.17 No
      Speculative Transactions.
      No
      Credit Party shall engage in any transaction involving commodity options,
      futures contracts or similar transactions, except solely to hedge against
      fluctuations in interest rates required or permitted by Section
      5.10.
      

     

    6.18 [Intentionally
      Omitted].
      

     

    6.19 Changes
      Relating to Subordinated Debt; Material Contracts.

    


    (a) No
      Credit
      Party shall change or amend the terms of any Subordinated Debt (or any
      indenture, note, guarantee, agreement or other Subordinated Debt Document in
      connection therewith) if the effect of such amendment is to: (i) increase the
      interest rate on such Subordinated Debt (or on any Deferred Interest thereon)
      or
      change the manner of payment thereof (including changes from cash interest
      to
      payment-in-kind interest); (ii) change the dates upon which payments of
      principal, interest or other amounts are due on such Subordinated Debt other
      than to extend such dates; (iii) change any default or event of default other
      than to delete or make less restrictive any default provision therein, or add
      any covenant with respect to such Subordinated Debt; (iv) change the redemption
      or prepayment provisions of such Subordinated Debt other than to extend the
      dates therefor or to reduce the premiums payable in connection therewith; (v)
      grant any security or collateral to secure payment of such Subordinated Debt
      or
      provide any additional guaranty with respect to such Subordinated Debt (other
      than, with respect to a new Subsidiary (or a PUC Restricted Subsidiary) that
      becomes a Subsidiary Guarantor, a subordinated guaranty by such new Subsidiary
      or PUC Restricted Subsidiary issued after such new Subsidiary or PUC Restricted
      Subsidiary becomes a Subsidiary Guarantor and in the form of the subordinated
      guaranty issued in connection with the Initial IDS Subordinated Notes
      Documents); (vi) change the subordination provisions thereof; (vii) change
      the
      interest deferral provisions thereof; or (viii) change or amend any other term
      if such change or amendment would materially increase the obligations of any
      Credit Party thereunder or confer additional material rights on the holder
      of
      such Subordinated Debt in a manner adverse to any Credit Party, Agent or any
      Lender. 

    


    
      
        
          
          

        

        
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    (b) No
      Credit
      Party shall make any payment on any Indebtedness (other than the Obligations)
      in
      contravention of the terms of the subordination provisions with respect to
      any
      series or issue of Subordinated Debt or other Indebtedness or any of the other
      terms of Articles 10 and 12 of the Initial IDS Subordinated Notes Indenture
      or
      any Subsequent IDS Subordinated Notes Indenture (or the comparable provisions
      of
      any Additional Subordinated Debt Documents), including, without limitation,
      terms which prohibit payments (other than payments of Obligations) (i) during
      the continuance of a default, or (ii) if specified Indebtedness is accelerated,
      or (iii) if a payment blockage notice is delivered.

     

    (c) After
      the
      issuance thereof, no Credit Party shall change or amend the terms of any
      Indebtedness (other than the Obligations) in a manner adverse to any Credit
      Party, Agent or any Lender.

     

    (d) No
      Credit
      Party shall change or amend in any manner adverse to the interests of the
      Lenders the terms of its certificate of formation or organization, operating
      agreement, certificate of incorporation or other organizational documents
      (including by-laws) or any agreement entered into by any Credit Party with
      respect to its Stock, or enter into any new agreement in any manner adverse
      to
      the interests of the Lenders with respect to its Stock (it being understood
      that
      any amendment to the certificate of incorporation of Borrower to authorize,
      or
      increase the authorized shares of, any class of common stock (other than
      Disqualified Stock) of Borrower would not be prohibited).

     

    (e) No
      Credit
      Party shall change or amend the terms of the following material contract in
      a
      manner that would cause a Material Adverse Effect: the M&A Software
      License.

     

    6.20 Holding
      Companies.
      None of
      the Holding Companies shall engage in any trade or business, or own any assets
      (other than Stock of its Subsidiaries and assets incidental to the ownership
      thereof) or Incur any Indebtedness or Guaranteed Indebtedness (other than
      Indebtedness permitted under Section
      6.3
      and
      Guaranteed Indebtedness permitted under Section
      6.6).

     

    6.21 Designated
      Senior Debt.
      Borrower
      shall not designate any Indebtedness (other than the Obligations) as "Designated
      Senior Indebtedness" or "Senior Lender Indebtedness" or like term for
      purposes of any Subordinated Debt Document. 

     

    6.22 Limitations
      on Accumulation of Funds.

     

    (a) To
      the
      extent permitted by the Missouri PUC without seeking Missouri PUC consent,
      (i)
      Mid-Missouri Telephone shall not accumulate cash or cash equivalents (including
      funds on deposit in bank accounts and Investments of the type permitted by
      Section
      6.2(c))
      in
      excess of cash balances as may be reasonably required to be maintained by it
      to
      pay expenses incurred by it in the ordinary course of business, and (ii)
      Mid-Missouri Telephone shall immediately pay cash dividends or otherwise make
      cash distributions to Mid-Missouri Holding or, to the extent permitted by
Section
      6.2(d)
      and
Section
      6.3(a)(viii),
      intercompany loans to Borrower in an aggregate amount equal to all such cash
      and
      cash equivalents then accumulated by Mid-Missouri Telephone in excess of such
      cash balances. 

    


    
      
        
          
          

        

        
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    (b) To
      the
      extent permitted by the Maine PUC without seeking Maine PUC consent, (i)
      Mid-Maine Holdco shall not permit Mid-Maine Telecom to accumulate cash or cash
      equivalents (including funds on deposit in bank accounts and Investments of
      the
      type permitted by Section
      6.2(c))
      in
      excess of cash balances as may be reasonably required to be maintained by it
      to
      pay expenses incurred by it in the ordinary course of business, and (ii)
      Mid-Maine Holdco shall cause Mid-Maine Telecom to immediately
      pay cash
      dividends or otherwise make cash distributions to Mid-Maine Holdco or, to the
      extent permitted by Section
      6.2(d)
      and
Section
      6.3(a)(viii),
      advance
      intercompany loans to Borrower in an aggregate amount equal to all such cash
      and
      cash equivalents then accumulated by Mid-Maine Telecom in excess of such cash
      balances.

     

    (c) To
      the
      extent permitted by the West Virginia PUC, without seeking West Virginia PUC
      consent, (i) War Holdings shall not permit War Acquisition to accumulate cash
      or
      cash equivalents (including funds on deposit in bank accounts and Investments
      of
      the type permitted by Section
      6.2(c))
      in
      excess of cash balances as may be reasonably required to be maintained by it
      to
      pay expenses incurred by it in the ordinary course of business, and (ii) War
      Holdings shall cause War Acquisition to immediately pay cash dividends or
      otherwise make cash distributions to War Holdings or, to the extent permitted
      by
Section
      6.2(d)
      and
Section
      6.3(a)(viii),
      intercompany loans to Borrower in an aggregate amount equal to all such cash
      and
      cash equivalents then accumulated by War Acquisition in excess of such cash
      balances. No Credit Party (other than Borrower and the PUC Restricted
      Subsidiaries) shall accumulate cash or cash equivalents (including funds on
      deposit in bank accounts and Investments of the type permitted by Section
      6.2(c))
      in
      excess of cash balances as may be reasonably required to be maintained by it
      to
      pay expenses incurred by it in the ordinary course of business, and each such
      Credit Party shall immediately from time to time pay cash dividends or otherwise
      make cash distributions to the Credit Party of which it is a Subsidiary or,
      to
      the extent permitted by Section
      6.2(d)
      and
Section
      6.3(a)(viii),
      intercompany loans to Borrower in an aggregate amount equal to all such cash
      and
      cash equivalents then accumulated by it in excess of such cash balances.


     

    6.23 Limitations
      on Creation of Subsidiaries.
      No
      Credit Party will establish, create or acquire any Subsidiary on or after the
      Second Restatement Execution Date, provided that the Credit Parties shall be
      permitted to acquire the Country Road Entities pursuant to the Country Road
      Acquisition Agreement and shall be permitted to establish, create and, to the
      extent permitted by Section
      6.1,
      acquire
      Subsidiaries so long as (i) each such new Subsidiary is a Wholly-Owned
      Subsidiary, (ii) all of the Stock of each such new Subsidiary is pledged
      pursuant to the Pledge Agreement and the certificates representing such Stock,
      together with stock or other powers duly executed in blank, are delivered to
      Agent for the benefit of Lenders, and (iii) each such new Subsidiary executes
      and delivers to Agent and Lenders (1) a Joinder Agreement whereby such
      Subsidiary becomes a party to this Agreement as a "Credit Party" hereunder,
      a
      party to the Subsidiary Guaranty as a "Guarantor" thereunder, a party to the
      Security Agreement as a "Grantor" thereunder and, if applicable, a party to
      the
      Pledge Agreement as a "Pledgor" thereunder (except that War Acquisition shall
      not be required to so become a party to the Subsidiary Guaranty or the Security
      Agreement unless required by Section
      5.16)
      and (2)
      if and to the extent reasonably requested by Agent or Required Lenders, all
      other relevant documentation of the type described in Section
      2
      and the
      Closing Checklist as such new Subsidiary would have had to deliver if such
      new
      Subsidiary were a Credit Party on the Second Restatement Closing
      Date.

    


    
      
        
          
          

        

        
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        7
          TERM

      

    

    7.1 Termination.
      The
      financing arrangements contemplated hereby shall be in effect until the
      Commitment Termination Date, and the Loans and all other Obligations (other
      than
      contingent indemnity and expense reimbursement provisions for which no claim
      has
      been made) shall be automatically due and payable in full on such
      date.

     

    7.2 Survival
      of Obligations Upon Termination of Financing Arrangements.
      Except
      as otherwise expressly provided for herein or in any other Loan Document, no
      termination or cancellation (regardless of cause or procedure) of any financing
      arrangement under this Agreement shall in any way affect or impair the
      obligations, duties and liabilities of the Credit Parties or the rights of
      Agent
      and Lenders relating to any unpaid portion of the Loans or any other
      Obligations, due or not due, liquidated, contingent or unliquidated or any
      transaction or event occurring prior to such termination, or any transaction
      or
      event, the performance of which is required after the Commitment Termination
      Date. Except as otherwise expressly provided herein or in any other Loan
      Document, all undertakings, agreements, covenants, warranties and
      representations of or binding upon the Credit Parties, and all rights of Agent
      and each Lender, all as contained in the Loan Documents, shall not terminate
      or
      expire, but rather shall survive any such termination or cancellation and shall
      continue in full force and effect until the Termination Date; provided,
      that
      the provisions of Section
      11,
      the
      payment obligations under Sections
      1.15 and 1.16,
      and the
      indemnities contained in the Loan Documents shall survive the Termination
      Date.

     

    7.3 Early
      Termination; Ratification and Reaffirmation. Notwithstanding anything
      contained herein to the contrary, unless otherwise agreed by Borrower, Agent
      and
      the Lenders, this Agreement and each of the other Loan Documents executed and
      delivered on the Second Restatement Execution Date shall terminate and be of
      no
      further force or effect on December
      31, 2008,
      and
      none of the Agent, Lenders or any Credit Party shall have any further
      obligations hereunder or thereunder, unless on or prior to December 31, 2008,
      all of the conditions precedent specified in Sections 2.1A and
2.1B have been satisfied or waived in accordance with the terms
      thereof
      and the Additional Term Loans have been funded hereunder; provided, however,
      that the provisions of Section 11 and the indemnities contained in
      the Loan Documents shall survive such termination. In such event, the Original
      Credit Agreement shall continue to remain in full force and effect, without
      giving effect to any amendment or restatement contemplated
      hereunder.

    


    
      
        
          
          

        

        
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        8
          EVENTS
          OF DEFAULT; RIGHTS AND REMEDIES

         

      

    

    8.1 Events
      of Default.
      The
      occurrence of any one or more of the following events (regardless of the reason
      therefor) shall constitute an "Event
      of Default"
      hereunder:

     

    (a) Borrower
      (i) fails to make any payment of principal of any of the Loans when due and
      payable, or (ii) fails to make any payment of interest on, or Fees owing in
      respect of, any of the Loans or any of the other Obligations within three (3)
      days following the due date thereof, or (iii) fails to pay or reimburse Agent
      or
      Lenders for any expense reimbursable hereunder or under any other Loan Document
      within five (5) Business Days following Agent's demand for such reimbursement
      or
      payment of expenses.

     

    (b) Any
      Credit Party fails or neglects to perform, keep or observe any of the provisions
      of Sections
      1.4, 1.8, 5.4(a), 5.15, 5.16, 5.17 or
      6,
      or any
      of the provisions set forth in Annex
      C or G,
      respectively. 

     

    (c) Any
      Credit Party fails or neglects to perform, keep or observe any of the provisions
      of Section
      4
      or any
      provisions set forth in Annex
      E or F,
      respectively, and the same shall remain unremedied for three (3) Business Days
      or more. 

     

    (d) Any
      Credit Party fails or neglects to perform, keep or observe any other provision
      of this Agreement or of any of the other Loan Documents (other than any
      provision embodied in or covered by any other clause of this Section
      8.1)
      and the
      same shall remain unremedied for thirty (30) days or more after any Credit
      Party
      first obtains knowledge or is notified of such failure or neglect.

     

    (e) A
      default
      or breach occurs under any other agreement, document or instrument to which
      any
      Credit Party is a party that is not cured within any applicable grace period
      therefor, and such default or breach (i) involves the failure to make any
      payment when due in respect of any Indebtedness or Guaranteed Indebtedness
      (other than the Obligations and other than Guaranteed Indebtedness with respect
      to which the primary obligation is not itself Indebtedness) of any Credit Party
      in excess of $1,000,000 in the aggregate (including (x) undrawn committed or
      available amounts and (y) amounts owing to all creditors under any combined
      or
      syndicated credit arrangements), or (ii) causes, or permits any holder of such
      Indebtedness or Guaranteed Indebtedness or a trustee to cause, such Indebtedness
      or Guaranteed Indebtedness or a portion thereof in excess of $1,000,000 in
      the
      aggregate to become due prior to its stated maturity or prior to its regularly
      scheduled dates of payment, or cash collateral to be demanded in respect
      thereof, in each case, regardless of whether such right is exercised by such
      holder or trustee. 

    


    
      
        
          
          

        

        
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    (f) Any
      representation or warranty herein or in any other Loan Document or in any
      written statement, report, financial statement or certificate made or delivered
      to Agent or any Lender by any Credit Party is untrue or incorrect as of the
      date
      when made or deemed made (i) as stated if such representation or warranty
      contains an express materiality qualification or (ii) in any material respect
      if
      such representation and warranty does not contain such a
      qualification.

     

    (g) Assets
      of
      any Credit Party with a Fair Market Value of $750,000 or more are attached,
      seized, levied upon or subjected to a writ or distress warrant, or come within
      the possession of any receiver, trustee, custodian or assignee for the benefit
      of creditors of any Credit Party and such condition continues for thirty (30)
      days or more.

     

    (h) A
      case or
      proceeding is commenced against any Credit Party seeking a decree or order
      in
      respect of such Credit Party (i) under the Bankruptcy Code or any other
      applicable federal, state or foreign bankruptcy or other similar law, (ii)
      appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator
      (or similar official) for such Credit Party or for any substantial part of
      any
      such Credit Party's assets, or (iii) ordering the winding-up or liquidation
      of the affairs of such Credit Party, and such case or proceeding shall remain
      undismissed or unstayed for sixty (60) days or more or a decree or order
      granting the relief sought in such case or proceeding is granted by a court
      of
      competent jurisdiction.

     

    (i) Any
      Credit Party (i) files a petition seeking relief under the Bankruptcy Code
      or
      any other applicable federal, state or foreign bankruptcy or other similar
      law,
      (ii) consents to or fails to contest in a timely and appropriate manner to
      the
      institution of proceedings thereunder or to the filing of any such petition
      or
      to the appointment of or taking possession by a custodian, receiver, liquidator,
      assignee, trustee or sequestrator (or similar official) for such Credit Party
      or
      for any substantial part of any such Credit Party's assets, (iii) makes an
      assignment for the benefit of creditors, (iv) takes any action in furtherance
      of
      any of the foregoing, or (v) admits in writing its inability to, or is generally
      unable to, pay its debts as such debts become due.

     

    (j) A
      final
      judgment or judgments for the payment of money in excess of $750,000 in the
      aggregate at any time are outstanding against one or more of the Credit Parties
      and the same are not, within thirty (30) days after the entry thereof,
      discharged or execution thereof stayed or bonded pending appeal, or such
      judgments are not discharged prior to the expiration of any such
      stay.

     

    (k) Any
      material provision of any Loan Document for any reason ceases to be valid,
      binding and enforceable in accordance with its terms (or any Credit Party shall
      challenge the enforceability of any Loan Document or shall assert in writing,
      or
      engage in any action or inaction based on any such assertion, that any provision
      of any of the Loan Documents has ceased to be or otherwise is not valid, binding
      and enforceable in accordance with its terms), or any Lien created under any
      Loan Document ceases to be a valid and perfected first priority Lien (except
      as
      otherwise permitted herein or therein) in any of the Collateral purported to
      be
      covered thereby.

    


    
      
        
          
          

        

        
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    (l) Any
      Change of Control occurs and Borrower shall fail to deliver written notice
      to
      each Lender as and when required under Section 1.3(b)(vii).

     

    (m) (i)
      a
      notice of termination shall have been delivered under Section 4 of the M&A
      Software License or under any Replacement Software Agreement and the applicable
      Replacement Software Required Actions shall not have been completed when
      required as set forth in the definition of Replacement Software Required
      Actions; or (ii) the M&A Software License (or, if applicable, any
      Replacement Software Agreement), as applicable, shall terminate or expire prior
      to the completion of the applicable Replacement Software Required Actions;
      or
      (iii) Agent shall have exercised its rights to cure a default (as set forth
      in
      the Software Amendment and Consent or any Replacement Amendment and Consent)
      of
      Otelco Telephone LLC or other applicable Credit Party under the M&A Software
      License (or Replacement Software Agreement, if applicable) without reimbursement
      within seven (7) days thereof for the reasonable costs, fees and expenses
      associated therewith.

     

    (n) 
      [Intentionally Omitted.] 

     

    (o) Any
      Telecommunications Approval, including any FCC License, PUC Authorization or
      Franchise, of any Credit Party shall expire or terminate or be modified, revoked
      or otherwise lost which in any case could reasonably be expected to have a
      Material Adverse Effect.

     

    (p) Any
      Event
      of Default (as such term is respectively defined in the Initial IDS Subordinated
      Notes Indenture, any Subsequent IDS Subordinated Notes Indenture or any
      Additional Subordinated Debt Document) occurs and is continuing.

     

    8.2 Remedies.

     

    (a) If
      any
      Default or Event of Default has occurred and is continuing, Agent, at the
      written request of the Requisite Revolving Lenders, shall, without notice,
      suspend the Revolving Loan and Swing Line Loan facilities with respect to
      additional Advances, whereupon any additional Advances shall be made in the
      sole
      discretion of the Requisite Revolving Lenders so long as such Default or Event
      of Default is continuing. 

     

    (b) If
      any
      Event of Default has occurred and is continuing, Agent may (and at the written
      request of the Requisite Lenders, shall), without notice: (i) terminate the
      Revolving Loan Commitment and Swing Line Commitment with respect to further
      Advances; (ii) declare all or any portion of the Obligations, including all
      or any portion of any Loan to be forthwith due and payable, all without
      presentment, demand, protest or further notice of any kind, all of which are
      expressly waived by Borrower and each other Credit Party; or (iii) exercise
      any rights and remedies provided to Agent under the Loan Documents or at law
      or
      equity, including all remedies provided under the Code; provided,
      that
      upon the occurrence of an Event of Default specified in Sections
      8.1(h) or (i),
      the
      Revolving Loan Commitment and Swing Line Commitment shall be immediately
      terminated and all of the Obligations, including the Revolving Loan and the
      Swing Line Loan, shall become immediately due and payable without declaration,
      notice or demand by any Person.

    


    
      
        
          
          

        

        
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    8.3 Waivers
      by Credit Parties.
      Except
      as otherwise provided for in this Agreement or by applicable law, each Credit
      Party waives: (a) presentment, demand and protest and notice of presentment,
      dishonor, notice of intent to accelerate, notice of acceleration, protest,
      default, nonpayment, maturity, release, compromise, settlement, extension or
      renewal of any or all commercial paper, accounts, contract rights, documents,
      instruments, chattel paper and guaranties at any time held by Agent on which
      any
      Credit Party may in any way be liable, and hereby ratifies and confirms whatever
      Agent may do in this regard, (b) all rights to notice and a hearing prior to
      Agent's taking possession or control of, or to Agent's replevy, attachment
      or
      levy upon, the Collateral or any bond or security that might be required by
      any
      court prior to allowing Agent to exercise any of its remedies, and (c) the
      benefit of all valuation, appraisal, marshaling and exemption laws.

     

    
      
        9
          ASSIGNMENT
          AND PARTICIPATIONS; APPOINTMENT OF AGENT

      

    

     

    9.1 Assignment
      and Participations.

     

    (a) Subject
      to the terms of this Section
      9.1,
      any
      Lender may make an assignment to a Qualified Assignee of, or sale of
      participations in, at any time or times, the Loan Documents, Loans and any
      Commitment or any portion thereof or interest therein, including any Lender's
      rights, title, interests, remedies, powers or duties thereunder. Any assignment
      by a Lender shall: (i)(A) except for an assignment to an Affiliate (as defined
      in clause (a) and/or (b) of the definition of "Affiliate" in Annex
      A)
      of the
      assigning Lender, require the consent of Agent (which consent shall not be
      unreasonably withheld or delayed with respect to a Qualified Assignee) and
      (B)
      require the execution of an assignment agreement (an "Assignment
      Agreement")
      substantially in the form attached hereto as Exhibit
      9.1(a)
      and
      otherwise in form and substance reasonably satisfactory to, and acknowledged
      by,
      Agent; (ii) be conditioned on the assignee Lender representing to the assigning
      Lender and Agent that it is purchasing the applicable Loans to be assigned
      to it
      for its own account, for investment purposes and not with a view to the
      distribution thereof; (iii) after giving effect to any such partial assignment,
      the assignee Lender shall have Commitments in an amount at least equal to
      $2,500,000 and the assigning Lender shall have retained Commitments in an amount
      at least equal to $2,500,000; and (iv) except for an assignment to an Affiliate
      (as defined in clause (a) and/or (b) of the definition of "Affiliate" in
Annex
      A)
      of the
      assigning Lender, include a payment to Agent of an assignment fee of $3,500.
      In
      the case of an assignment by a Lender under this Section
      9.1,
      the
      assignee shall have, to the extent of such assignment, the same rights, benefits
      and obligations as all other Lenders hereunder. The assigning Lender shall
      be
      relieved of its obligations hereunder with respect to its Commitments or
      assigned portion thereof from and after the date of such assignment. Borrower
      hereby acknowledges and agrees that any assignment shall give rise to a direct
      obligation of Borrower to the assignee and that the assignee shall be considered
      to be a "Lender". In all instances, each Lender's liability to make Loans
      hereunder shall be several and not joint and shall be limited to such Lender's
      Pro Rata Share of the applicable Commitment. In the event Agent or any Lender
      assigns or otherwise transfers all or any part of the Obligations, Agent or
      any
      such Lender shall so notify Borrower and Borrower shall, upon the request of
      Agent or such Lender, execute new Notes in exchange for the Notes, if any,
      being
      assigned. Notwithstanding the foregoing provisions of this Section
      9.1(a),
      any
      Lender may at any time pledge the Obligations held by it and such Lender's
      rights under this Agreement and the other Loan Documents to a Federal Reserve
      Bank, and any lender that is an investment fund may assign the Obligations
      held
      by it and such Lender's rights under this Agreement and the other Loan Documents
      to another investment fund managed by the same investment advisor; provided,
      that no
      such pledge to a Federal Reserve Bank shall release such Lender from such
      Lender's obligations hereunder or under any other Loan Document. 

    


    
      
        
          
          

        

        
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    (b) Any
      participation by a Lender of all or any part of its Commitments shall be made
      with the understanding that all amounts payable by Borrower hereunder shall
      be
      determined as if that Lender had not sold such participation, and that the
      holder of any such participation shall not be entitled to require such Lender
      to
      take or omit to take any action hereunder except actions directly affecting
      (i)
      any reduction in the principal amount of, or interest rate or Fees payable
      with
      respect to, any Loan in which such holder participates, (ii) any extension
      of
      the scheduled amortization of the principal amount of any Loan in which such
      holder participates or the final maturity date thereof, and (iii) any release
      of
      all or substantially all of the Collateral (other than in accordance with the
      terms of this Agreement, the Collateral Documents or the other Loan Documents).
      Solely for purposes of Sections
      1.13, 1.15, 1.16
      and
9.8,
      Borrower acknowledges and agrees that a participation shall give rise to a
      direct obligation of Borrower to the participant and the participant shall
      be
      considered to be a "Lender". Except as set forth in the preceding sentence
      neither Borrower nor any other Credit Party shall have any obligation or duty
      to
      any participant. Neither Agent nor any Lender (other than the Lender selling
      a
      participation) shall have any duty to any participant and may continue to deal
      solely with the Lender selling a participation as if no such sale had occurred.
      

     

    (c) Except
      as
      expressly provided in this Section
      9.1,
      no
      Lender shall, as between Borrower and that Lender, or Agent and that Lender,
      be
      relieved of any of its obligations hereunder as a result of any sale,
      assignment, transfer or negotiation of, or granting of participation in, all
      or
      any part of the Loans, the Notes or other Obligations owed to such
      Lender.

     

    (d) Each
      Credit Party executing this Agreement shall assist any Lender permitted to
      sell
      assignments or participations under this Section
      9.1
      as
      reasonably required to enable the assigning or selling Lender to document any
      such assignment or participation, including the execution and delivery of any
      and all agreements, notes and other documents and instruments as shall be
      reasonably requested.

     

    (e) A
      Lender
      may furnish any information concerning Credit Parties in the possession of
      such
      Lender from time to time to assignees and participants (including prospective
      assignees and participants); provided
      that
      such Lender shall obtain from assignees or participants confidentiality
      covenants substantially equivalent to those contained in Section
      11.8.

    


    
      
        
          
          

        

        
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    (f) Any
      entity that purchases a participation in the Loans pursuant to Section
      9.2(b)
      shall
      not be entitled to receive any greater payment under Section
      1.16(a)
      with
      respect to capital adequacy or similar requirements, Section
      1.16(b)
      with
      respect to increased costs, Section
      1.16(c)
      with
      respect to the inability to make LIBOR Loans or Section
      1.15(a)
      with
      respect to withholding taxes, than the applicable Lender would have been
      entitled to receive with respect to the participation sold to such participant,
      unless the sale of the participation to such participant is made with the
      Borrower’s prior written consent or unless such sale is made while an Event of
      Default has occurred and is continuing. 

     

    (g) Notwithstanding
      anything to the contrary contained herein, any Lender (a "Granting
      Lender"),
      may
      grant to a special purpose funding vehicle (an "SPC"),
      identified as such in writing by the Granting Lender to Agent and Borrower,
      the
      option to provide to Borrower all or any part of any Loans that such Granting
      Lender would otherwise be obligated to make to Borrower pursuant to this
      Agreement; provided that
      (i)
      nothing herein shall constitute a commitment by any SPC to make any Loan; and
      (ii) if an SPC elects not to exercise such option or otherwise fails to provide
      all or any part of such Loan, the Granting Lender shall be obligated to make
      such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
      shall utilize the Commitment of the Granting Lender to the same extent, and
      as
      if such Loan were made by such Granting Lender. No SPC shall be liable for
      any
      indemnity or similar payment obligation under this Agreement (all liability
      for
      which shall remain with the Granting Lender). Any SPC may (i) with notice to,
      but without the prior written consent of, Borrower and Agent and assign all
      or a
      portion of its interests in any Loans to the Granting Lender or to any financial
      institutions (consented to by Borrower and Agent) providing liquidity and/or
      credit support to or for the account of such SPC to support the funding or
      maintenance of Loans and (ii) disclose on a confidential basis any non-public
      information relating to its Loans to any rating agency, commercial paper dealer
      or provider of any surety, guarantee or credit or liquidity enhancement to
      such
      SPC. This Section
      9.1(g)
      may not
      be amended without the prior written consent of each Granting Lender, all or
      any
      of whose Loans are being funded by an SPC at the time of such amendment. For
      the
      avoidance of doubt, the Granting Lender shall for all purposes, including
      without limitation, the approval of any amendment or waiver of any provision
      of
      any Loan Document or the obligation to pay any amount otherwise payable by
      the
      Granting Lender under the Loan Documents, continue to be the Lender of record
      hereunder.

     

    (h) Nothing
      contained in this Section
      9
      shall
      require the consent of any party for a Secured Swap Provider to assign any
      of
      its rights in respect of any Secured Rate Contract.

     

    
      
        
        

      

      
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    9.2 Appointment
      of Agent.
      GE
      Capital is hereby appointed to act on behalf of all Lenders as Agent under
      this
      Agreement and the other Loan Documents. The provisions of this Section
      9.2
      are
      solely for the benefit of Agent and Lenders and no Credit Party nor any other
      Person shall have any rights as a third party beneficiary of any of the
      provisions hereof. In performing its functions and duties under this Agreement
      and the other Loan Documents, Agent shall act solely as an agent of Lenders
      and
      does not assume and shall not be deemed to have assumed any obligation toward
      or
      relationship of agency or trust with or for any Credit Party or any other
      Person. Agent shall have no duties or responsibilities except for those
      expressly set forth in this Agreement and the other Loan Documents. The duties
      of Agent shall be mechanical and administrative in nature and Agent shall not
      have, or be deemed to have, by reason of this Agreement, any other Loan Document
      or otherwise a fiduciary relationship in respect of any Lender. Except as
      expressly set forth in this Agreement and the other Loan Documents, Agent shall
      not have any duty to disclose, and shall not be liable for failure to disclose,
      any information relating to any Credit Party or any of their respective
      Subsidiaries or any Account Debtor that is communicated to or obtained by GE
      Capital or any of its Affiliates in any capacity. Neither Agent nor any of
      its
      Affiliates nor any of their respective officers, directors, employees, agents
      or
      representatives shall be liable to any Lender for any action taken or omitted
      to
      be taken by it hereunder or under any other Loan Document, or in connection
      herewith or therewith, except for damages caused by its or their own gross
      negligence or willful misconduct.

     

    If
      Agent
      shall request instructions from Requisite Lenders, Requisite Revolving Lenders,
      Requisite Term Lenders or all affected Lenders with respect to any act or action
      (including failure to act) in connection with this Agreement or any other Loan
      Document (other than any action or failure to act that is the subject of a
      mandatory provision of this Agreement or any Loan Documents), then Agent shall
      be entitled to refrain from such act or taking such action unless and until
      Agent shall have received instructions from Requisite Lenders, Requisite
      Revolving Lenders, Requisite Term Lenders, or all affected Lenders, as the
      case
      may be, and Agent shall not incur liability to any Person by reason of so
      refraining. Agent shall be fully justified in failing or refusing to take any
      action hereunder or under any other Loan Document (a) if such action would,
      in
      the opinion of Agent, be contrary to law or the terms of this Agreement or
      any
      other Loan Document, (b) if such action would, in the opinion of Agent, expose
      Agent to Environmental Liabilities or (c) if Agent shall not first be
      indemnified to its satisfaction against any and all liability and expense which
      may be incurred by it by reason of taking or continuing to take any such action.
      Without limiting the foregoing, no Lender shall have any right of action
      whatsoever against Agent as a result of Agent acting or refraining from acting
      hereunder or under any other Loan Document in accordance with the instructions
      of Requisite Lenders, Requisite Revolving Lenders, Requisite Term Lenders or
      all
      affected Lenders, as applicable.

     

    9.3 Agent's
      Reliance, Etc. Neither
      Agent nor any of its Affiliates nor any of their respective 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 this Agreement or the other Loan
      Documents, except for damages caused by its or their own gross negligence or
      willful misconduct as finally determined by a court of competent jurisdiction.
      Without limiting the generality of the foregoing, Agent: (a) may treat the
      payee
      of any Note as the holder thereof until Agent receives written notice of the
      assignment or transfer thereof signed by such payee and in form reasonably
      satisfactory to Agent; (b) may consult with legal counsel, independent public
      accountants and other experts selected by it and shall not be liable for any
      action taken or omitted to be taken by it in good faith in accordance with
      the
      advice of such counsel, accountants or experts; (c) makes no warranty or
      representation to any Lender and shall not be responsible to any Lender for
      any
      statements, warranties or representations made in or in connection with this
      Agreement or the other Loan Documents; (d) 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 this Agreement or the other Loan Documents on the part of
      any
      Credit Party or to inspect the Collateral (including the books and records)
      of
      any Credit Party; (e) shall not be responsible to any Lender for the due
      execution, legality, validity, enforceability, genuineness, sufficiency or
      value
      of this Agreement or the other Loan Documents or any other instrument or
      document furnished pursuant hereto or thereto; and (f) shall incur no liability
      under or in respect of this Agreement or the other Loan Documents by acting
      upon
      any notice, consent, certificate or other instrument or writing (which may
      be by
      telecopy, telegram, cable or telex) believed by it to be genuine and signed
      or
      sent by the proper party or parties.

    


    
      
        
          
          

        

        
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    9.4 GE
      Capital and Affiliates.
      With
      respect to its Commitments hereunder, GE Capital shall have the same rights
      and powers under this Agreement and the other Loan Documents as any other Lender
      and may exercise the same as though it were not Agent; and the term "Lender"
      or
      "Lenders" shall, unless otherwise expressly indicated, include GE Capital in
      its
      individual capacity. GE Capital and its Affiliates may lend money to, invest
      in,
      and generally engage in any kind of business with, any Credit Party, any of
      their Affiliates and any Person who may do business with or own securities
      of
      any Credit Party or any such Affiliate, all as if GE Capital were not Agent
      and
      without any duty to account therefor to Lenders. GE Capital and its Affiliates
      may accept fees and other consideration from any Credit Party for services
      in
      connection with this Agreement or otherwise without having to account for the
      same to Lenders. Each Lender acknowledges the potential conflict of interest
      between GE Capital as a Lender holding disproportionate interests in the Loans
      and GE Capital as Agent.

     

    9.5 Lender
      Credit Decision.
      Each
      Lender acknowledges that it has, independently and without reliance upon Agent
      or any other Lender and based on the Financial Statements referred to in
Section
      3.4(a)
      and such
      other documents and information as it has deemed appropriate, made its own
      credit and financial analysis of the Credit Parties and its own decision to
      enter into this Agreement. Each Lender also acknowledges that it will,
      independently and without reliance upon Agent or any other Lender 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. Each Lender acknowledges the potential conflict of interest
      of
      each other Lender as a result of Lenders holding disproportionate interests
      in
      the Loans, and expressly consents to, and waives any claim based upon, such
      conflict of interest.

     

    9.6 Indemnification.
      Lenders
      agree to indemnify Agent (to the extent not reimbursed by Credit Parties and
      without limiting the obligations of Borrower hereunder), ratably according
      to
      their respective Pro Rata Shares, 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 Agent in any way relating to or arising
      out
      of this Agreement or any other Loan Document or any action taken or omitted
      to
      be taken by Agent in connection therewith; provided,
      that no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting from Agent's gross negligence or willful misconduct as finally
      determined by a court of competent jurisdiction. Without limiting the foregoing,
      each Lender agrees to reimburse Agent promptly upon demand for its ratable
      share
      of any out-of-pocket expenses (including reasonable counsel fees) incurred
      by
      Agent in connection with the preparation, execution, delivery, administration,
      modification, amendment or enforcement (whether through negotiations, legal
      proceedings or otherwise) of, or legal advice in respect of rights or
      responsibilities under, this Agreement and each other Loan Document, to the
      extent that Agent is not reimbursed for such expenses by Credit
      Parties.

    


    
      
        
          
          

        

        
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    9.7 Successor
      Agent.
      Agent
      may resign at any time by giving not less than 30 days' prior written notice
      thereof to Lenders and Borrower. Upon any such resignation, the Requisite
      Lenders shall have the right to appoint a successor Agent. If no successor
      Agent
      shall have been so appointed by the Requisite Lenders and shall have accepted
      such appointment within 30 days after the resigning Agent's giving notice of
      resignation, then the resigning Agent may, on behalf of Lenders, appoint a
      successor Agent, which shall be a Lender, if a Lender is willing to accept
      such
      appointment, or otherwise shall be a commercial bank or financial institution
      or
      a subsidiary of a commercial bank or financial institution if such commercial
      bank or financial institution is organized under the laws of the United States
      of America or of any State thereof and has a combined capital and surplus of
      at
      least $300,000,000. If no successor Agent has been appointed pursuant to the
      foregoing, within 30 days after the date such notice of resignation was given
      by
      the resigning Agent, such resignation shall become effective and the Requisite
      Lenders shall thereafter perform all the duties of Agent hereunder until such
      time, if any, as the Requisite Lenders appoint a successor Agent as provided
      above. Any successor Agent appointed by Requisite Lenders hereunder shall be
      subject to the approval of Borrower, such approval not to be unreasonably
      withheld or delayed; provided
      that
      such approval shall not be required if a Default or an Event of Default has
      occurred and is continuing. Upon the acceptance of any appointment as Agent
      hereunder by a successor Agent, such successor Agent shall succeed to and become
      vested with all the rights, powers, privileges and duties of the resigning
      Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder
      by a successor Agent or the effective date of the resigning Agent's resignation,
      the resigning Agent shall be discharged from its duties and obligations under
      this Agreement and the other Loan Documents, except that any indemnity rights
      or
      other rights in favor of such resigning Agent shall continue. After any
      resigning Agent's resignation hereunder, the provisions of this Section
      9
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was acting as Agent under this Agreement and the other Loan Documents.


     

    
      
        
        

      

      
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    9.8 Setoff
      and Sharing of Payments.
      In
      addition to any rights now or hereafter granted under applicable law and not
      by
      way of limitation of any such rights, upon the occurrence and during the
      continuance of any Event of Default and subject to Section
      9.9(f),
      each
      Lender is hereby authorized at any time or from time to time, without notice
      to
      any Credit Party or to any other Person, any such notice being hereby expressly
      waived, to offset and to appropriate and to apply any and all balances held
      by
      it at any of its offices for the account of Borrower or any Guarantor
      (regardless of whether such balances are then due to Borrower or any Guarantor)
      and any other properties or assets at any time held or owing by that Lender
      or
      that holder to or for the credit or for the account of Borrower or any Guarantor
      against and on account of any of the Obligations that are not paid when due.
      Any
      Lender exercising a right of setoff or otherwise receiving any payment on
      account of the Obligations in excess of its Pro Rata Share thereof shall
      purchase for cash (and the other Lenders or holders shall sell) such
      participations in each such other Lender's or holder's Pro Rata Share of the
      Obligations as would be necessary to cause such Lender to share the amount
      so
      offset or otherwise received with each other Lender or holder in accordance
      with
      their respective Pro Rata Shares (other than offset rights exercised by any
      Lender with respect to Sections
      1.13, 1.15 or 1.16).
      Each
      Lender's obligation under this Section
      9.8
      shall be
      in addition to and not in limitation of its obligations to purchase a
      participation in an amount equal to its Pro Rata Share of the Swing Line Loans
      under Section
      1.1.
      Borrower and each Guarantor agrees, to the fullest extent permitted by law,
      that
      (a) any Lender may exercise its right to offset with respect to amounts in
      excess of its Pro Rata Share of the Obligations and may sell participations
      in
      such amounts so offset to other Lenders and holders and (b) any Lender so
      purchasing a participation in the Loans made or other Obligations held by other
      Lenders or holders may exercise all rights of offset, bankers' lien,
      counterclaim or similar rights with respect to such participation as fully
      as if
      such Lender or holder were a direct holder of the Loans and the other
      Obligations in the amount of such participation. Notwithstanding the foregoing,
      if all or any portion of the offset amount or payment otherwise received is
      thereafter recovered from the Lender that has exercised the right of offset,
      the
      purchase of participations by that Lender shall be rescinded and the purchase
      price restored without interest. 

     

    9.9 Advances;
      Payments; Non-Funding Lenders; Information; Actions in Concert. 

     

    (a) Advances;
      Payments.

     

    (i) Agent
      shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving
      Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date
      such Notice of Revolving Credit Advance is received, by telecopy, telephone
      or
      other similar form of transmission. Each Revolving Lender shall make the amount
      of such Lender's Pro Rata Share of such Revolving Credit Advance available
      to
      Agent in same day funds by wire transfer to Agent's account as set forth in
      Annex
      H
      not
      later than 3:00 p.m. (New York time) on the requested funding date, in the
      case
      of an Index Rate Loan and not later than 11:00 a.m. (New York time) on the
      requested funding date in the case of a LIBOR Loan. After receipt of such wire
      transfers (or, in Agent's sole discretion, before receipt of such wire
      transfers), subject to the terms hereof, Agent shall make the requested
      Revolving Credit Advance to Borrower. All payments by each Revolving Lender
      shall be made without setoff, counterclaim or deduction of any kind.


    


    
      
        
          
          

        

        
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    (ii) Not
      less
      than once during each calendar week or more frequently at Agent's election
      (each, a "Revolving
      Lender Settlement Date"),
      Agent
      shall advise each Revolving Lender by telephone, or telecopy of the amount
      of
      such Revolving Lender's Pro Rata Share of principal, interest and Fees paid
      for
      the benefit of Revolving Lenders with respect to each applicable Revolving
      Loan.
      Provided that each Revolving Lender is not a Non-Funding Lender as of such
      Revolving Lender Settlement Date, Agent shall pay to each Revolving Lender
      such
      Revolving Lender's Pro Rata Share of principal, interest and Fees paid by
      Borrower since the previous Revolving Lender Settlement Date for the benefit
      of
      such Revolving Lender on the Revolving Loans held by it. To the extent that
      any
      Revolving Lender is a Non-Funding Lender, Agent shall be entitled to set off
      the
      funding short-fall against that Non-Funding Lender's Pro Rata Share of all
      payments received from Borrower. Such payments shall be made by wire transfer
      to
      such Revolving Lender's account (as specified by such Lender in Annex
      H
      or the
      applicable Assignment Agreement or by such Lender to Agent in a separate notice)
      not later than 2:00 p.m. (New York time) on the next Business Day following
      each
      Revolving Lender Settlement Date. 

     

    (iii) Provided
      that each Term Lender is not a Non-Funding Lender as of the Term Lender
      Settlement Date, Agent shall pay to each Term Lender such Term Lender's Pro
      Rata
      Share of principal, interest and Fees paid by Borrower for the benefit of such
      Term Lender on the Term Loan held by it on the day Agent receives such payments
      from Borrower if received by Agent prior to 2:00 p.m. (New York time) and on
      the
      next Business Day after receipt by Agent if received after 2:00 p.m. (New York
      time) (as applicable, the "Term
      Lender Settlement Date").
      To
      the extent that any Term Lender is a Non-Funding Lender, Agent shall be entitled
      to set off the funding short-fall against that Non-Funding Lender's
      Pro Rata Share of all payments received from Borrower. Such payments shall
      be made by wire transfer to such Term Lender's account (as specified by such
      Term Lender in Annex
      H
      or the
      applicable Assignment Agreement or by such Lender to Agent in a separate
      notice).

     

    (b) Availability
      of Lender's Pro Rata Share.
      Agent
      may assume that each Revolving Lender will make its Pro Rata Share of each
      Revolving Credit Advance available to Agent on each funding date. If such Pro
      Rata Share is not, in fact, paid to Agent by such Revolving Lender when due,
      Agent will be entitled to recover such amount on demand from such Revolving
      Lender without setoff, counterclaim or deduction of any kind. If any Revolving
      Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent's
      demand, Agent shall promptly notify Borrower and Borrower shall promptly (and,
      in any event, within one (1) Business Day after receipt of such notice) repay
      such amount to Agent. Nothing in this Section
      9.9(b)
      or
      elsewhere in this Agreement or the other Loan Documents shall be deemed to
      require Agent to advance funds on behalf of any Revolving Lender or to relieve
      any Revolving Lender from its obligation to fulfill its Commitments hereunder
      or
      to prejudice any rights that Borrower may have against any Revolving Lender
      as a
      result of any default by such Revolving Lender hereunder. To the extent that
      Agent advances funds to Borrower on behalf of any Revolving Lender and is not
      reimbursed therefor on the same Business Day as such Advance is made, Agent
      shall be entitled to retain for its account all interest accrued on such Advance
      until reimbursed by the applicable Revolving Lender.

    


    
      
        
          
          

        

        
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    (c) Return
      of Payments.

     

    (i) If
      Agent
      pays an amount to a Lender under this Agreement in the belief or expectation
      that a related payment has been or will be received by Agent from Borrower
      and
      such related payment is not received by Agent, then Agent will be entitled
      to
      recover such amount from such Lender on demand without setoff, counterclaim
      or
      deduction of any kind.

     

    (ii) If
      any
      amount received by Agent under this Agreement must be returned to Borrower
      or
      paid to any other Person pursuant to any insolvency law or otherwise, then,
      notwithstanding any other term or condition of this Agreement or any other
      Loan
      Document, Agent will not be required to distribute any portion thereof to any
      Lender. In addition, each Lender will repay to Agent on demand any portion
      of
      such amount that Agent has distributed to such Lender, together with interest
      at
      such rate, if any, as Agent is required to pay to Borrower or such other Person,
      without setoff, counterclaim or deduction of any kind.

     

    (d) Non-Funding
      Lenders.
      The
      failure of any Non-Funding Lender to make any Revolving Credit Advance or any
      payment required by it hereunder, or to purchase any participation in any Swing
      Line Loan to be made or purchased by it on the date specified therefor shall
      not
      relieve any other Lender (each such other Revolving Lender, an "Other
      Lender")
      of its
      obligations to make such Advance or payment on such date, but neither any Other
      Lender nor Agent shall be responsible for the failure of any Non-Funding Lender
      to make an Advance or make any other payment required hereunder. Notwithstanding
      anything set forth herein to the contrary, a Non-Funding Lender shall not have
      any voting or consent rights under or with respect to any Loan Document or
      constitute a "Lender" or a "Revolving Lender" (or be (or have its Commitment)
      included in the calculation of "Requisite Lenders" or "Requisite Revolving
      Lenders" hereunder) for any voting or consent rights under or with respect
      to
      any Loan Document. At Borrower's request, Agent or a Person acceptable to Agent
      shall have the right with Agent's consent and in Agent's sole discretion (but
      shall have no obligation) to purchase from any Non-Funding Lender, and each
      Non-Funding Lender agrees that it shall, at Agent's request, sell and assign
      to
      Agent or such Person, all of the Commitments of that Non-Funding Lender for
      an
      amount equal to the principal balance of all Loans held by such Non-Funding
      Lender and all accrued interest and fees with respect thereto through the date
      of sale, such purchase and sale to be consummated pursuant to an executed
      Assignment Agreement.

     

    (e) Dissemination
      of Information.
      Agent
      shall use reasonable efforts to provide Lenders with any notice of Default
      or
      Event of Default received by Agent from, or delivered by Agent to, any Credit
      Party, with notice of any Event of Default of which Agent has actually become
      aware and with notice of any action taken by Agent following any Event of
      Default; provided,
      that
      Agent shall not be liable to any Lender for any failure to do so, except to
      the
      extent that such failure is attributable to Agent's gross negligence or willful
      misconduct as finally determined by a court of competent jurisdiction. Lenders
      acknowledge that Borrower is required to provide Financial Statements and
      Collateral Reports to Lenders in accordance with Annexes
      E
      and
F
      hereto
      and agree that Agent shall have no duty to provide the same to
      Lenders.

    


    
      
        
          
          

        

        
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    (f) Actions
      in Concert.
      Anything in this Agreement to the contrary notwithstanding, each Lender hereby
      agrees with each other Lender that no Lender shall take any action to protect
      or
      enforce its rights arising out of this Agreement or the Notes (including
      exercising any rights of setoff) without first obtaining the prior written
      consent of the Requisite Lenders, it being the intent of Lenders that any such
      action to protect or enforce rights under this Agreement and the Notes shall
      be
      taken in concert and at the direction or with the consent of the Requisite
      Lenders. 

     

    
      
        10
          SUCCESSORS
          AND ASSIGNS

      

    

     

    10.1 Successors
      and Assigns.
      This
      Agreement and the other Loan Documents shall be binding on and shall inure
      to
      the benefit of each Credit Party, Agent, Lenders and their respective successors
      and assigns (including, in the case of any Credit Party, a debtor-in-possession
      on behalf of such Credit Party and any surviving corporation in a merger to
      which such Credit Party is a party which merger is permitted by this Agreement),
      except as otherwise provided herein or therein. No Credit Party may assign,
      transfer, hypothecate or otherwise convey its rights, benefits, obligations
      or
      duties hereunder or under any of the other Loan Documents without the prior
      express written consent of Agent and Lenders. Any such purported assignment,
      transfer, hypothecation or other conveyance by any Credit Party without the
      prior express written consent of Agent and Lenders shall be void. The terms
      and
      provisions of this Agreement are for the purpose of defining the relative rights
      and obligations of each Credit Party, Agent and Lenders with respect to the
      transactions contemplated hereby and no Person shall be a third party
      beneficiary of any of the terms and provisions of this Agreement or any of
      the
      other Loan Documents.

     

    
      
        11
          MISCELLANEOUS

      

    

     

    11.1 Complete
      Agreement; Modification of Agreement.
      The
      Loan Documents constitute the complete agreement between the parties with
      respect to the subject matter thereof and may not be modified, altered or
      amended except as set forth in Section
      11.2.
      Any
      letter of interest, commitment letter, fee letter (other than the Fee Letter)
      or
      confidentiality agreement, if any, between any Credit Party and Agent or any
      Lender or any of their respective Affiliates, predating this Agreement and
      relating to a financing of substantially similar form, purpose or effect shall
      be superseded by this Agreement.

     

    11.2 Amendments
      and Waivers; Joinder Agreement

     

    (a) Except
      for actions expressly permitted to be taken by Agent, no amendment,
      modification, termination or waiver of any provision of this Agreement or any
      other Loan Document, or any consent to any departure by any Credit Party
      therefrom, shall in any event be effective unless the same shall be in writing
      and (i) in the case of this Agreement, signed by Borrower, by Requisite Lenders,
      Requisite Revolving Lenders, Requisite Term Lenders or all affected Lenders,
      as
      applicable, and by Agent (if the same affects the rights or duties of Agent)
      and
      (ii) in the case of any other Loan Document, signed by the parties thereto
      and
      consented to by Requisite Lenders, Requisite Revolving Lenders, Requisite Term
      Lenders or all affected Lenders, as applicable. Except as set forth in clauses
      (b) and (c) below, all such amendments, modifications, terminations or waivers
      requiring the consent of any Lenders shall require the written consent of
      Requisite Lenders. 

    


    
      
        
          
          

        

        
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    (b) No
      amendment, modification, termination or waiver of or consent with respect to
      any
      provision of this Agreement that waives compliance with the conditions precedent
      set forth in Section
      2.2(a)
      to the
      funding of any Advance shall be effective unless the same shall be in writing
      and signed by the Requisite Revolving Lenders and Borrower. Notwithstanding
      anything contained in this Agreement to the contrary, no waiver or consent
      with
      respect to any Default or any Event of Default shall be effective for purposes
      of (A) the conditions precedent to the funding of any Advance set forth in
      Section
      2.2(a)
      unless
      the same shall be in writing and signed by the Requisite Revolving Lenders
      and
      Borrower, and (B) Section
      1.5(e)
      relating
      to the conversion or continuation of any Advance unless the same shall be in
      writing and signed by the Requisite Revolving Lenders and Borrower.


     

    (c) No
      amendment, modification, termination or waiver shall, unless in writing and
      signed by each Lender directly affected thereby: (i) increase the principal
      amount of any Lender's Commitment (which action shall be deemed to directly
      affect all Lenders); (ii) reduce the principal of, rate of interest on or
      prepayment premiums or other Fees payable with respect to any Loan of any
      affected Lender; (iii) extend any scheduled payment date (other than payment
      dates of mandatory prepayments under Section
      1.3(b)(ii)-(v))
      or
      final maturity date of the principal amount of any Loan of any affected Lender;
      (iv) waive, forgive, defer, extend or postpone any payment of interest or Fees
      as to any affected Lender; (v) release any Guaranty or, except as otherwise
      permitted herein or in the other Loan Documents, release, or permit any Credit
      Party to sell or otherwise dispose of, any Collateral with a value exceeding
      $10,000,000 in the aggregate (which action shall be deemed to directly affect
      all Lenders); (vi) change the percentage of the Commitments or of the aggregate
      unpaid principal amount of the Loans that shall be required for Lenders or
      any
      of them to take any action hereunder; and (vii) amend or waive this Section
      11.2
      or the
      definitions of the terms "Requisite Lenders", "Requisite Term Lenders" or
      "Requisite Revolving Lenders" insofar as such definitions affect the substance
      of this Section
      11.2.
      Furthermore, no amendment, modification, termination or waiver affecting the
      rights or duties of Agent under this Agreement or any other Loan Document,
      including any release of any Guaranty or Collateral requiring a writing signed
      by all Lenders, shall be effective unless in writing and signed by Agent in
      addition to Lenders required hereinabove to take such action. No amendment,
      modification or waiver of this Agreement or any Loan Document altering the
      ratable treatment of Hedging Obligations arising under Secured Rate Contracts
      resulting in such Hedging Obligations being junior in right of payment to
      principal on the Loans or resulting in Hedging Obligations owing to any Secured
      Swap Provider becoming unsecured (other than releases of Liens permitted in
      accordance with the terms hereof), in each case in a manner adverse to any
      Secured Swap Provider, shall be effective without the written consent of such
      Secured Swap Provider or, in the case of a Secured Rate Contract provided or
      arranged by GE Capital or an Affiliate of GE Capital, GE Capital. Each
      amendment, modification, termination or waiver shall be effective only in the
      specific instance and for the specific purpose for which it was given. No
      amendment, modification, termination or waiver shall be required for Agent
      to
      take additional Collateral pursuant to any Loan Document. No amendment,
      modification, termination or waiver of any provision of any Note shall be
      effective without the written concurrence of the holder of that Note. No notice
      to or demand on any Credit Party in any case shall entitle such Credit Party
      or
      any other Credit Party to any other or further notice or demand in similar
      or
      other circumstances. Any amendment, modification, termination, waiver or consent
      effected in accordance with this Section
      11.2
      shall be
      binding upon each Lender at the time such amendment, modification, termination,
      waiver or consent is effected and each future Lender. 

    


    
      
        
          
          

        

        
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    (d) If,
      in
      connection with any proposed amendment, modification, waiver or termination
      (other than with respect to any waiver relating to the payment of any premium
      payable in connection with any prepayment of the Loans) requiring the consent
      of
      all affected Lenders, the consent of Requisite Lenders is obtained, but the
      consent of other Lenders whose consent is required is not obtained (any such
      Lender whose consent is not obtained as described in this clause being referred
      to as a "Non-Consenting
      Lender")
      then,
      at Borrower's request Agent (if Agent so agrees to purchase in its sole
      discretion), or a Person reasonably acceptable to Agent (if such Person so
      agrees to purchase in its sole discretion), shall have the right with Agent's
      consent (but Agent shall have no obligation) to purchase from such
      Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall
      sell and assign to Agent or such Person, as applicable, all of the Commitments
      of such Non-Consenting Lenders for an amount equal to the principal balance
      of
      all Loans held by the Non-Consenting Lenders and all accrued interest and Fees
      with respect thereto through the date of sale, such purchase and sale to be
      consummated pursuant to an executed Assignment Agreement.

     

    (e) Upon
      payment in full in cash of all of the Obligations (other than contingent
      indemnity and expense reimbursement obligations for which no claim has been
      made) and termination of the Commitments, and so long as no suits, actions
      proceedings, or claims are pending or threatened against any Indemnified Person
      asserting any damages, losses or liabilities that are Indemnified Liabilities,
      Agent shall deliver to Borrower termination statements, mortgage releases and
      other documents necessary or appropriate to evidence the termination of the
      Liens securing payment of the Obligations.

     

    (f) Upon
      the
      execution and delivery by any Person to Agent of a Joinder Agreement, as
      applicable as provided in such Joinder Agreement, (a) such Person shall become
      and be a Credit Party hereunder, and each reference in this Agreement or any
      other Loan Document to a "Credit Party" shall also mean and be a reference
      to
      such Person, (b) such Person shall become and be a Guarantor under the
      Subsidiary Guaranty, and each reference in this Agreement or any other Loan
      Document to a "Guarantor" shall also mean and be a reference to such Person,
      (c)
      such Person shall become and be a Grantor under the Security Agreement, and
      each
      reference in this Agreement or any other Loan Document to a "Grantor" shall
      also
      mean and be a reference to such Person, (d) such Person shall become and be
      a
      Pledgor under the Pledge Agreement, and each reference in this Agreement or
      any
      other Loan Document to a "Pledgor" shall also mean and be a reference to such
      Person, and (e) each reference in this Agreement, the Subsidiary Guaranty,
      the
      Security Agreement and the Pledge Agreement to "this Agreement", "hereunder",
      "hereof" or words of like import, and each reference in any Loan Document to
      the
      "Credit Agreement", "Subsidiary Guaranty", "Security Agreement", "Pledge
      Agreement" or "thereunder", "thereof" or words of like import referring to
      the
      Agreement, Subsidiary Guaranty, Security Agreement or Pledge Agreement shall
      mean and be a reference to this Agreement, Subsidiary Guaranty, the Security
      Agreement or Pledge Agreement, as applicable, as supplemented by such Joinder
      Agreement. Each Credit Party agrees that (i) no consent of such Credit Party
      is
      required for the execution and delivery by any other Person of a Joinder
      Agreement or for such Person to become a party to this Agreement or any other
      Loan Document by executing and delivering such Joinder Agreement and (ii) its
      obligations under this Agreement and the other Loan Documents shall not be
      affected or diminished by any other Person becoming or failing to become a
      party
      to this Agreement or any other Loan Document.

    


    
      
        
          
          

        

        
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    11.3 Fees
      and Expenses.
      Borrower
      shall reimburse Agent for all fees, costs and expenses (including the reasonable
      fees and expenses of all of its counsel, advisors, consultants (provided that
      such consultants were engaged with the consent (not to be unreasonably withheld)
      of Borrower) and auditors) incurred in connection with the negotiation,
      preparation and filing and/or recordation of the Loan Documents.
      Borrower shall reimburse Agent (and, with respect to clauses (c), (d), (e)
      and
      (f) below, all Lenders) for all fees, costs and expenses, including the
      reasonable fees, costs and expenses of counsel or other advisors (including
      environmental and management consultants and appraisers) incurred in connection
      with:

     

    (a) the
      forwarding to Borrower or any other Person on behalf of Borrower by Agent of
      the
      proceeds of any Loan;

     

    (b) any
      amendment, modification or waiver of, or consent with respect to, or termination
      of, any of the Loan Documents, Original Related Transaction Documents or Second
      Restatement Related Transactions Documents or advice in connection with the
      administration of the Loans made pursuant hereto or its rights hereunder or
      thereunder;

     

    (c) any
      litigation, contest, dispute, suit, proceeding or action (whether instituted
      by
      Agent, any Lender, any Credit Party or any other Person and whether as a party,
      witness or otherwise) in any way relating to the Collateral, any of the Loan
      Documents or any other agreement to be executed or delivered in connection
      herewith or therewith, including any litigation, contest, dispute, suit, case,
      proceeding or action, and any appeal or review thereof, in connection with
      a
      case commenced by or against any or all of the Credit Parties or any other
      Person that may be obligated to Agent by virtue of the Loan Documents, including
      any such litigation, contest, dispute, suit, proceeding or action arising in
      connection with any work-out or restructuring of the Loans during the pendency
      of one or more Events of Default; provided,
      that no
      Person shall be entitled to reimbursement under this clause (c) in respect
      of
      any litigation, contest, dispute, suit, proceeding or action to the extent
      any
      of the foregoing results from such Person's gross negligence or willful
      misconduct as finally determined by a court of competent jurisdiction or to
      the
      extent any of the foregoing results from any dispute among any of Agent and
      the
      Lenders which dispute does not involve any Credit Party;

    


    
      
        
          
          

        

        
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    (d) any
      attempt to enforce any remedies of Agent or any Lender against any or all of
      the
      Credit Parties or any other Person that may be obligated to Agent or any Lender
      by virtue of any of the Loan Documents, including any such attempt to enforce
      any such remedies in the course of any work-out or restructuring of the Loans
      during the pendency of one or more Events of Default;

     

    (e) any
      workout or restructuring of the Loans during the pendency of one or more Events
      of Default; and

     

    (f) upon
      the
      occurrence and during the continuation of any Default or Event of Default,
      efforts to verify, protect, evaluate, assess, appraise, collect, sell, liquidate
      or otherwise dispose of any of the Collateral;

     

    including,
      as to each of clauses
      (a) through (f)
      above,
      all reasonable attorneys' and other professional and service providers' fees
      arising from such services and other advice, assistance or other representation,
      including those in connection with any appellate proceedings, and all expenses,
      costs, charges and other fees incurred by such counsel and others in connection
      with or relating to any of the events or actions described in this Section
      11.3,
      all of
      which shall be payable, on demand, by Borrower to Agent or Lender, as
      applicable. Without limiting the generality of the foregoing, such expenses,
      costs, charges and fees may include: fees, costs and expenses of accountants,
      environmental advisors, appraisers, investment bankers, management and other
      consultants and paralegals; court costs and expenses; photocopying and
      duplication expenses; court reporter fees, costs and expenses; long distance
      telephone charges; air express charges; telegram or telecopy charges;
      secretarial overtime charges; and expenses for travel, lodging and food paid
      or
      incurred in connection with the performance of such legal or other advisory
      services. 

     

    11.4 No
      Waiver.
      Agent's
      or any Lender's failure, at any time or times, to require strict performance
      by
      the Credit Parties of any provision of this Agreement or any other Loan Document
      shall not waive, affect or diminish any right of Agent or such Lender thereafter
      to demand strict compliance and performance herewith or therewith. Any
      suspension or waiver of an Event of Default shall not suspend, waive or affect
      any other Event of Default whether the same is prior or subsequent thereto
      and
      whether the same or of a different type. Subject to the provisions of
Section
      11.2,
      none of
      the undertakings, agreements, warranties, covenants and representations of
      any
      Credit Party contained in this Agreement or any of the other Loan Documents
      and
      no Default or Event of Default by any Credit Party shall be deemed to have
      been
      suspended or waived by Agent or any Lender, unless such waiver or suspension
      is
      by an instrument in writing signed by an officer of or other authorized employee
      of Agent and the applicable required Lenders and directed to Borrower specifying
      such suspension or waiver.

    


    
      
        
          
          

        

        
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    11.5 Remedies.
      Agent's
      and Lenders' rights and remedies under this Agreement shall be cumulative and
      nonexclusive of any other rights and remedies that Agent or any Lender may
      have
      under any other agreement, including the other Loan Documents, by operation
      of
      law or otherwise. Recourse to the Collateral shall not be required.


     

    11.6 Severability.
      Wherever possible, each provision of this Agreement and the other Loan Documents
      shall be interpreted in such a manner as to be effective and valid under
      applicable law, but if any provision of this Agreement or any other Loan
      Document shall be prohibited by or invalid under applicable law, such provision
      shall be ineffective only to the extent of such prohibition or invalidity,
      without invalidating the remainder of such provision or the remaining provisions
      of this Agreement or such other Loan Document.

     

    11.7 Conflict
      of Terms.
      Except
      as otherwise provided in this Agreement or any of the other Loan Documents
      by
      specific reference to the applicable provisions of this Agreement, if any
      provision contained in this Agreement conflicts with any provision in any of
      the
      other Loan Documents, the provision contained in this Agreement shall govern and
      control.

     

    11.8 Confidentiality.
      Agent
      and each Lender agree to use commercially reasonable efforts (equivalent to
      the
      efforts Agent or such Lender applies to maintain the confidentiality of its
      own
      confidential information) to maintain as confidential all confidential
      information provided to them by the Credit Parties and designated as
      confidential for a period of three (3) years following receipt thereof, except
      that Agent and each Lender may disclose such information (a) to Persons employed
      or engaged by Agent or such Lender; (b) to any bona fide assignee or participant
      or potential assignee or participant that has agreed to comply with the covenant
      contained in this Section
      11.8
      (and any
      such bona fide assignee or participant or potential assignee or participant
      may
      disclose such information to Persons employed or engaged by them as described
      in
clause
      (a)
      above);
      (c) as required or requested by any Governmental Authority or reasonably
      believed by Agent or such Lender (based on advice of Agent's or such Lender's
      counsel) to be compelled by any court decree, subpoena or legal or
      administrative order or process; (d) as, on the advice of Agent's or such
      Lender's counsel, is required by law; (e) in connection with the exercise of
      any
      right or remedy under the Loan Documents or in connection with any Litigation
      to
      which Agent or such Lender is a party; or (f) that ceases to be confidential
      through no fault of Agent or any Lender. 

     

    
      
        
        

      

      
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    11.9 GOVERNING
      LAW.
      EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL
      RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
      THE
      LOAN DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
      APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE
      LAWS
      OF THE UNITED STATES OF AMERICA. EACH CREDIT PARTY HEREBY CONSENTS AND AGREES
      THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK,
      NEW YORK SHALL HAVE NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS
      OR DISPUTES BETWEEN THE CREDIT PARTIES, AGENT AND LENDERS PERTAINING TO THIS
      AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF
      OR
      RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
PROVIDED,
      THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT
      FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
      ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE
      A
      JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH CREDIT PARTY EXPRESSLY
      SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
      COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY WAIVES ANY OBJECTION
      THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
      IMPROPER VENUE OR FORUM NON
      CONVENIENS
      AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
      DEEMED APPROPRIATE BY SUCH COURT. EACH CREDIT PARTY HEREBY WAIVES PERSONAL
      SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION
      OR
      SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS
      MAY
      BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH CREDIT PARTY AT THE
      ADDRESS SET FORTH IN ANNEX
      I
      OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
      EARLIER OF SUCH CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS
      DAYS
      AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE
      PREPAID.

     

    11.10 Notices.
      Except
      as otherwise provided herein, whenever it is provided herein that any notice,
      demand, request, consent, approval, declaration or other communication shall
      or
      may be given to or served upon any of the parties by any other parties, or
      whenever any of the parties desires to give or serve upon any other parties
      any
      communication with respect to this Agreement, each such notice, demand, request,
      consent, approval, declaration or other communication shall be in writing and
      shall be deemed to have been validly served, given or delivered (a) upon the
      earlier of actual receipt and five (5) Business Days after deposit in the United
      States mail, registered or certified mail, return receipt requested, with proper
      postage prepaid, (b) upon transmission, when sent by telecopy or other similar
      facsimile transmission (with such telecopy or facsimile promptly confirmed
      by
      delivery of a copy by personal delivery or United States mail as otherwise
      provided in this Section
      11.10);
      (c) one
      (1) Business Day after deposit with a reputable overnight courier with all
      charges prepaid or (d) when delivered, if hand-delivered by messenger, all
      of
      which shall be addressed to the party to be notified and sent to the address
      or
      facsimile number indicated in Annex
      I
      or to
      such other address (or facsimile number) as may be substituted by notice given
      as herein provided. The giving of any notice required hereunder may be waived
      in
      writing by the party entitled to receive such notice. Failure or delay in
      delivering copies of any notice, demand, request, consent, approval, declaration
      or other communication to any Person (other than Borrower or Agent) designated
      in Annex
      I
      to
      receive copies shall in no way adversely affect the effectiveness of such
      notice, demand, request, consent, approval, declaration or other
      communication.

    


    
      
        
          
          

        

        
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    11.11 Section
      Titles.
      The
      Section titles and Table of Contents contained in this Agreement are and shall
      be without substantive meaning or content of any kind whatsoever and are not
      a
      part of the agreement between the parties hereto.

     

    11.12 Counterparts.
      This
      Agreement may be executed in any number of separate counterparts, each of which
      shall be an original and all of which shall collectively constitute one
      agreement.

     

    11.13 WAIVER
      OF JURY TRIAL.
      BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS
      ARE
      MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON
      AND
      THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY, THE PARTIES DESIRE
      THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
      THEREFORE, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
      SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN
      CONTRACT, TORT OR OTHERWISE, AMONG AGENT, LENDERS AND ANY CREDIT PARTY ARISING
      OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
      ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER
      LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

     

    11.14 Press
      Releases and Related Matters.
      Each
      Credit Party executing this Agreement agrees that neither it nor its Affiliates
      will in the future issue any press releases or other public disclosure using
      the
      name of GE Capital or any Lender or its affiliates or referring to this
      Agreement, the other Loan Documents, the Original Related Transactions Documents
      or the Second Restatement Related Transactions Documents without at least 2
      Business Days' prior notice to GE Capital (and, if such disclosure will use
      the
      name of any Lender, to such Lender) and without the prior written consent of
      GE
      Capital (and, if such disclosure will use the name of any Lender, such Lender)
      unless (and only to the extent that) such Credit Party or Affiliate is required
      to do so under law and then, in any event, such Credit Party or Affiliate will
      consult with GE Capital (and, if such disclosure will use the name of any
      Lender, such Lender) before issuing such press release or other public
      disclosure. Each Credit Party consents to the publication by Agent or any Lender
      of advertising material relating to the financing transactions contemplated
      by
      this Agreement using any Credit Party’s name, product photographs, logo or
      trademark. Agent or such Lender shall provide a draft of any such tombstone
      or
      similar advertising material to each Credit Party for review and approval (such
      approval not to be unreasonably withheld or delayed) prior to the publication
      thereof. Agent reserves the right to provide to industry trade organizations
      information necessary and customary for inclusion in league table measurements.
      

    


    
      
        
          
          

        

        
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    11.15 Reinstatement.
      This
      Agreement shall remain in full force and effect and continue to be effective
      should any petition be filed by or against any Credit Party for liquidation
      or
      reorganization, should any Credit Party become insolvent or make an assignment
      for the benefit of any creditor or creditors or should a receiver or trustee
      be
      appointed for all or any significant part of any Credit Party's assets, and
      shall continue to be effective or to be reinstated, as the case may be, if
      at
      any time payment and performance of the Obligations, or any part thereof, is,
      pursuant to applicable law, rescinded or reduced in amount, or must otherwise
      be
      restored or returned by any obligee of the Obligations, whether as a "voidable
      preference," "fraudulent conveyance," or otherwise, all as though such payment
      or performance had not been made. In the event that any payment, or any part
      thereof, is rescinded, reduced, restored or returned, the Obligations shall
      be
      reinstated and deemed reduced only by such amount paid and not so rescinded,
      reduced, restored or returned.

     

    11.16 Advice
      of Counsel.
      Each of
      the parties represents to each other party hereto that it has discussed this
      Agreement and, specifically, the provisions of Sections
      11.9
      and
11.13,
      with
      its counsel.

     

    11.17 No
      Strict Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the parties
      hereto and no presumption or burden of proof shall arise favoring or disfavoring
      any party by virtue of the authorship of any provisions of this
      Agreement.

     

    11.18 Effect
      of
      Amendment and Restatement of the Original Credit Agreement.
      Each
      of
      the parties hereto agree that, upon (i) the execution and delivery of this
      Agreement by each of the respective parties to this Agreement and (ii) the
      satisfaction (or waiver by Agent and each of the Lenders) of the conditions
      precedent set forth in Section
      2.1A
      and
Section
      2.1B
      above,
      (x) the terms and provisions of the Original Credit Agreement shall be amended,
      superseded and restated in their entirety by the terms and provisions of this
      Agreement and (y) each Person executing this Agreement as a “Lender”, other than
      GE Capital and CoBank, ACB (which shall continue to be Lenders), shall become
      a
      party to this Agreement as a Lender with the rights and obligations set forth
      herein and agrees to perform and be bound by all of the terms, provisions and
      conditions contained in this Agreement. The parties hereto acknowledge and
      agree
      that (a) this Agreement and the other Loan Documents, whether executed and
      delivered in connection herewith or otherwise, do not constitute a novation
      or
      termination of the “Obligations” (as defined in the Original Credit Agreement)
      under the Original Credit Agreement as in effect prior to the Second Restatement
      Closing Date and which remain outstanding, (b) the “Obligations” are in all
      respects continuing (as amended and restated hereby and which are hereinafter
      subject to the terms herein) and (c) the Liens and security interests as granted
      under the applicable Loan Documents securing payment of such “Obligations” are
      in all respects continuing and in full force and effect (as assigned to Agent
      for the benefit of Lenders pursuant to this Agreement and the other Loan
      Documents). If the conditions precedent set forth in Section
      2.1A
      and
Section
      2.1B
      have not
      been satisfied in full on or before December 31, 2008, then on December 31,
      2008, unless otherwise agreed by Borrower, Agent and the Lenders, this Agreement
      shall terminate and be of no further force and effect (other than those
      provisions herein that expressly survive such termination), the Original Credit
      Agreement shall remain in full force and effect and shall not be amended or
      restated by this Agreement, and no Lender shall be obligated to make any Loan,
      or take, fulfill or perform any other action hereunder.

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, this Agreement has been duly executed as of the date first
      written above. 

     

    
      	
              OTELCO
                INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	
              OTELCO
                TELECOMMUNICATIONS LLC

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	
              OTELCO
                TELEPHONE LLC

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	
              HOPPER
                HOLDING COMPANY, INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	
              HOPPER
                TELECOMMUNICATIONS COMPANY,
                INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	
              BRINDLEE
                HOLDINGS LLC

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            


    

    

      [Signature
        Page – Second Amended and Restated Credit Agreement]

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              BRINDLEE
                MOUNTAIN TELEPHONE COMPANY

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	
              PAGE
                & KISER COMMUNICATIONS, INC.

            
	 	 
	 	 
	
              By:
                

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	
              BLOUNTSVILLE
                TELEPHONE COMPANY,
                INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	
              MID-MISSOURI
                HOLDING CORP. 

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	
              MID-MISSOURI
                TELEPHONE COMPANY
                

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	
              IMAGINATION,
                INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Chief Financial Officer

            


    

     

    [Signature
      Page – Second Amended and Restated Credit Agreement]

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              MID-MAINE
                COMMUNICATIONS, INC.
                

            
	 	 
	
               

            	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	
              MID-MAINE
                TELECOM, INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	
              MID-MAINE
                TELPLUS 

            
	 
	 
	
              By:
                

            	
              /s/
                CURTIS L. GARNER

            
	 	
              Name:
                Curtis L. Garner, Jr.

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	
              GENERAL
                ELECTRIC CAPITAL CORPORATION, as Agent and a
                Lender

            
	 
	 
	
              By:
                

            	
              /s/
                JOHN BAMBACH

            
	 	
              Duly
                Authorized Signatory

            


    

     

    [Signature
      Page – Second Amended and Restated Credit Agreement]

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              COBANK,
                ACB, as a Lender

            
	 
	 
	
              By:

            	
              /s/
                KEVIN OLIVER

            
	
              Name:
                Kevin Oliver

            
	
              Title:
                Vice President

            
	 
	 
	
              RAYMOND
                JAMES BANK, FSB, as a Lender

            
	 
	 
	
              By:

            	
              /s/
                ANDREW D. HAHN

            
	
              Name:
                Andrew D. Hahn

            
	
              Title:
                Senior Vice President

            
	 
	 
	
              UNION
                BANK OF CALIFORNIA, N.A.,  as
                a Lender

            
	 
	 
	
              By:

            	
              /s/
                RICHARD VIAN

            
	
              Name:
                Richard Vian

            
	
              Title:
                Vice President

            
	 
	 
	
              WEBSTER
                BANK, NATIONAL ASSOCIATION,
                as a Lender

            
	 
	 
	
              By:

            	
              /s/
                MADELEINE FOLLETT

            
	
              Name:
                Madeleine Follett

            
	
              Title:
                Vice President

            
	 
	 
	
              CIBC,
                INC., as a Lender

            
	 
	 
	
              By:

            	
              /s/
                MICHAEL GERWIRTZ

            
	
              Name:
                Michael Gerwirtz

            
	
              Title:
                Executive Director: As Agent

            


    

     

    [Signature
      Page – Second Amended and Restated Credit Agreement]

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ANNEX
      A (Recitals)

     

    to

     

    CREDIT
      AGREEMENT

     

    DEFINITIONS

     

    Capitalized
      terms used in the Loan Documents shall have (unless otherwise provided elsewhere
      in the Loan Documents) the following respective meanings and all references
      to
      Sections, Exhibits, Schedules or Annexes in the following definitions shall
      refer to Sections, Exhibits, Schedules or Annexes of or to the
      Agreement:

     

    "Account
      Debtor"
      means
      any Person who may become obligated to any Credit Party under, with respect
      to,
      or on account of, an Account,
      Chattel
      Paper or General Intangibles (including a payment intangible).

     

    "Accounting
      Changes"
      has the
      meaning ascribed thereto in Annex G.

     

    "Accounts"
      means
      all "accounts," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, including (a) all accounts receivable, other
      receivables, book debts and other forms of obligations (other than forms of
      obligations evidenced by Chattel Paper or Instruments), (including any such
      obligations that may be characterized as an account or contract right under
      the
      Code), (b) all of each Credit Party's rights in, to and under all purchase
      orders or receipts for goods or services, (c) all of each Credit Party's rights
      to any goods represented by any of the foregoing (including unpaid sellers'
      rights of rescission, replevin, reclamation and stoppage in transit and rights
      to returned, reclaimed or repossessed goods), (d) all rights to payment due
      to
      any Credit Party for
      property sold, leased, licensed, assigned or otherwise disposed of, for a policy
      of insurance issued or to be issued, for a secondary obligation incurred or
      to
      be incurred, for energy provided or to be provided, for the use or hire of
      a
      vessel under a charter or other contract, arising out of the use of a credit
      card or charge card, or for
      services
rendered
      or
      to be
      rendered
      by such
      Credit Party or in connection with any other transaction (whether or not yet
      earned by performance on the part of such Credit Party), (e) all healthcare
      insurance receivables, and (f) all collateral security of any kind, now or
      hereafter in existence, given by any Account Debtor or other Person with respect
      to any of the foregoing.

     

    "Activation
      Event"
      and
      "Activation
      Notice"
      have
      the meanings ascribed thereto in Annex
      C.
      

     

    "Additional
      Subordinated Debt Documents"
      means,
      for any Permitted Additional Subordinated Debt, the loan agreement, credit
      agreement, note purchase agreement, indenture or other definitive agreement
      for
      such Indebtedness to which any applicable Credit Party is a party, together
      with
      any related notes, guarantees and other documents contemplated to be delivered
      by any Credit Party thereunder.

    


    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

    


    "Additional
      Term Loan"
      has the
      meaning assigned to it in Section 1.1(b)(i).

     

    "Additional
      Term Loan Commitment"
      means
      (a) as to any Lender with an Additional Term Loan Commitment, the commitment
      of
      such Lender to make its Pro Rata Share of the Additional Term Loan as set forth
      on Annex J
      to the
      Agreement or in the most recent Assignment Agreement executed by such Lender,
      and (b) as to all Lenders with an Additional Term Loan Commitment, the aggregate
      commitment of all Lenders to make the Additional Term Loan, which aggregate
      commitment shall be One
      Hundred Eight Million Eight Hundred Fifty-Three Thousand Thirty-Two Dollars
      and
      Twelve Cents ($108,853,032.12) on the Second Restatement Closing Date. After
      advancing the Additional Term Loan, each reference to a Lender's Additional
      Term
      Loan Commitment shall refer to that Lender's Pro Rata Share of the outstanding
      Additional Term Loan.

     

    "Advance"
      means
      any Revolving Credit Advance or Swing Line Advance, as the context may
      require.

     

    "Affiliate"
      means,
      with respect to any Person, (a) each Person that, directly or indirectly, owns
      or controls, whether beneficially, or as a trustee, guardian or other fiduciary,
      10% or more of the Stock having ordinary voting power in the election of
      directors of such Person, (b) each Person that controls, is controlled by or
      is
      under common control with such Person, (c) each of such Person's officers,
      directors, joint venturers and partners and (d) in the case of Borrower, the
      immediate family members, including spouses and lineal descendants of
      individuals who are Affiliates of Borrower. For the purposes of this definition,
      "control"
      of a
      Person shall mean the possession, directly or indirectly, of the power to direct
      or cause the direction of its management or policies, whether through the
      ownership of voting securities, by contract or otherwise; provided,
      however,
      that
      the term "Affiliate"
      shall
      specifically exclude Agent and each Lender. 

     

    "Agent"
      means
      GE Capital in its capacity as Agent for Lenders or its successor appointed
      pursuant to Section
      9.7.

     

    "Agreement"
      means
      the Original Credit Agreement, as amended and restated by the Amended and
      Restated Credit Agreement dated as of July 3, 2006 by and among Borrower, the
      other Credit Parties party thereto, GE Capital, as Agent and Lender and the
      other Lenders from time to time party thereto, as the same may be amended,
      supplemented, restated or otherwise modified from time to time.

     

    "Amendment
      and Joinder Agreements"
      means
      the Amendment and Joinder to Pledge Agreement, the Amendment and Joinder to
      Security Agreement, the Amendment and Joinder to Subsidiary Guaranty, and the
      Joinder to Credit Agreement. 

    


    
      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

    

     

    "Amendment
      and Joinder to Pledge Agreement"
      means
      the Second Amendment and Joinder to Pledge Agreement dated as of the Second
      Restatement Closing Date executed by Borrower and each other Credit Party that
      is a signatory thereto in favor of Agent, on behalf of itself and
      Lenders.

     

    "Amendment
      and Joinder to Security Agreement"
      means
      the Second Amendment and Joinder to Security Agreement dated as of the Second
      Restatement Closing Date executed by Borrower and each other Credit Party that
      is a signatory thereto in favor of Agent, on behalf of itself and
      Lenders.

     

    "Amendment
      and Joinder to Subsidiary Guaranty"
      means
      the Second Amendment and Joinder to Subsidiary Guaranty dated as of the Second
      Restatement Closing Date executed by each Credit Party that is a signatory
      thereto in favor of Agent, on behalf of itself and Lenders.

     

    "Appendices"
      has the
      meaning ascribed to it in the recitals to the Agreement.

     

    "Applicable
      Margins"
      means
      collectively the Applicable Revolver Index Margin, the Applicable Term Loan
      Index Margin, the Applicable Revolver LIBOR Margin and the Applicable Term
      Loan
      LIBOR Margin.

     

    "Applicable
      Revolver Index Margin"
      means
      the per annum interest rate margin from time to time in effect and payable
      in
      addition to the Index Rate applicable to the Revolving Loan, as determined
      by
      reference to Section
      1.5(a).

     

    "Applicable
      Revolver LIBOR Margin"
      means
      the per annum interest rate from time to time in effect and payable in addition
      to the LIBOR Rate applicable to the Revolving Loan, as determined by reference
      to Section
      1.5(a).

     

    "Applicable
      Term Loan Index Margin"
      means
      the per annum interest rate from time to time in effect and payable in addition
      to the Index Rate applicable to the Term Loan, as determined by reference to
      Section
      1.5(a).

     

    "Applicable
      Term Loan LIBOR Margin"
      means
      the per annum interest rate from time to time in effect and payable in addition
      to the LIBOR Rate applicable to the Term Loan, as determined by reference to
      Section
      1.5(a).

     

    "Asset
      Sale"
      has the
      meaning ascribed to it in Section
      6.8.

     

    "Assignment
      Agreement"
      has the
      meaning ascribed to it in Section
      9.1(a).

     

    "Bankruptcy
      Code"
      means
      the provisions of Title 11 of the United States Code, 11 U.S.C. §§ 101 et
      seq.

     

    "Blocked
      Account"
      means
      each deposit account designated as a "Blocked Account" on Disclosure
      Schedule (3.19),
      as
      amended from time to time in accordance with paragraph (d) of Annex
      C.
      

    


    
      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

    

     

    "Borrower"
      has the
      meaning ascribed thereto in the preamble to the Agreement.

     

    "Borrowing
      Availability"
      means
      as of any date of determination the Maximum Amount less
      the sum
      of (i) the Revolving Loan and Swing Line Loan then outstanding and (ii) the
      Reserves as then in effect.

     

    "Brindlee
      Holdings"
      means
      Brindlee Holdings LLC, a Delaware limited liability company. 

     

    "Business
      Day"
      means
      any day that is not a Saturday, a Sunday or a day on which banks are required
      or
      permitted to be closed in the State of New York and in reference to LIBOR Loans
      shall mean any such day that is also a LIBOR Business Day. 

     

    "Capital
      Lease"
      means,
      with respect to any Person, any lease of any property (whether real, personal
      or
      mixed) by such Person as lessee that, in accordance with GAAP, would be required
      to be classified and accounted for as a capital lease on a balance sheet of
      such
      Person.

     

    "Capital
      Lease Obligation"
      means,
      with respect to any Capital Lease of any Person, the amount of the obligation
      of
      the lessee thereunder that, in accordance with GAAP, would appear on a balance
      sheet (excluding the footnotes thereto) of such lessee in respect of such
      Capital Lease.

     

    "Cash
      Management Systems"
      has the
      meaning ascribed to it in Section
      1.8.

     

    "CERCLA"
      has the
      meaning ascribed to it in the definition of Environmental Laws.

     

    "Change
      of Control"
      means
      any of the following: (a) any person or group of persons (within the meaning
      of
      the Securities Exchange Act of 1934), other than Permitted Holders, shall have
      acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated
      by
      the Securities and Exchange Commission under the Securities Exchange Act of
      1934) of 50% or more of the issued and outstanding shares of capital Stock
      of
      Borrower having the right to vote for the election of directors of Borrower
      under ordinary circumstances; (b) during any period of twelve consecutive
      calendar months, individuals who at the beginning of such period constituted
      the
      board of directors of Borrower (together with any new directors whose election
      by the board of directors of Borrower or whose nomination for election by the
      Stockholders of Borrower was approved by a vote of at least a majority of the
      directors then still in office who either were directors at the beginning of
      such period or whose election or nomination for election was previously so
      approved) cease for any reason other than death or disability to constitute
      a
      majority of the directors then in office; (c) Borrower ceases to own and control
      all of the economic and voting rights associated with all of the outstanding
      capital Stock of any of its Subsidiaries; or (d) a "change of control" or
      similar event shall occur as provided in any Subordinated Debt Document and,
      on
      and after the execution, delivery and/or Incurrence thereof, or any
      other
      agreement governing or evidencing any other material Indebtedness of
      Borrower.


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    "Charges"
      means
      all federal, state, county, city, municipal, local, foreign or other
      governmental taxes (including taxes owed to the PBGC at the time due and
      payable), levies, assessments, charges or claims upon or relating to (a) the
      Collateral, (b) the Obligations, (c) the employees, payroll, income or gross
      receipts of any Credit Party, (d) any Credit Party's ownership or use of
      any properties or other assets, or (e) any other aspect of any Credit Party's
      business.

     

    "Chattel
      Paper"
      means
      any "chattel paper," as such term is defined in the Code, including electronic
      chattel paper, now owned or hereafter acquired by any Credit Party, wherever
      located.

     

    "Closing
      Checklist"
      means
      the schedule, including all appendices, exhibits or schedules thereto, listing
      certain documents and information to be delivered in connection with the
      Agreement, the other Loan Documents and the transactions contemplated
      thereunder, substantially in the form attached hereto as Annex
      D-1.

     

    "Code"
      means
      the Uniform Commercial Code as the same may, from time to time, be enacted
      and
      in effect in the State of New York; provided,
      that
to
      the
      extent that the Code is used to define any term herein or in any Loan Document
      and such term is defined differently in different Articles or Divisions of
      the
      Code, the definition of such term contained in Article or Division 9 shall
      govern; provided further,
      that in
      the
      event that, by reason of mandatory provisions of law, any or all of the
      attachment, perfection or priority of, or remedies with respect to, Agent's
      or
      any Lender's Lien on any Collateral is governed by the Uniform Commercial Code
      as enacted and in effect in a jurisdiction other than the State of New York,
      the
      term "Code" shall mean the Uniform Commercial Code as enacted and in effect
      in
      such other jurisdiction solely for purposes of the provisions thereof relating
      to such attachment, perfection, priority or remedies and for purposes of
      definitions related to such provisions.

     

    "Collateral"
      means
      the property covered by the Security Agreement, the Mortgages, the Pledge
      Agreements and the other Collateral Documents and any other property, real
      or
      personal, tangible or intangible, now existing or hereafter acquired, that
      may
      at any time be or become subject to a security interest or Lien in favor of
      Agent, on behalf of itself and Lenders, to secure the Obligations.

     

    "Collateral
      Documents"
      means
      the Security Agreement, the Pledge Agreements, the Guaranties, the Mortgages,
      the Patent Security Agreement, the Trademark Security Agreement, the Copyright
      Security Agreement, the Omnibus Reaffirmation Agreement and all similar
      agreements entered into guaranteeing payment of, or granting a Lien upon
      property as security for payment of, the Obligations.

     

    "Collateral
      Reports"
      means
      the reports with respect to the Collateral referred to in Annex
      F.


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    "Collection
      Account"
      means
      that certain account of Agent, account number 502-328-54 in the name of Agent
      at
      Deutsche Bank Trust Company Americas in New York, New York ABA No. 021 001
      033,
      or such other account as may be specified in writing by Agent as the "Collection
      Account."

     

    "Commitment
      Termination Date"
      means
      the earliest of (a) five (5) years from the Second Restatement Closing Date,
      (b)
      the date of termination of Lenders' obligations to make Advances or permit
      existing Loans to remain outstanding pursuant to Section
      8.2(b),
      and (c)
      the date of indefeasible prepayment in full by Borrower of the Loans and the
      permanent reduction of the Commitments to zero dollars ($0).

     

    "Commitments"
      means
      (a) as to any Lender, the aggregate of such Lender's Revolving Loan Commitment
      (including without duplication the Swing Line Lender's Swing Line Commitment
      as
      a subset of its Revolving Loan Commitment) and the Total Term Loan Commitment
      as
      set forth on Annex
      J
      to the
      Agreement or in the most recent Assignment Agreement executed by such Lender
      and
      (b) as to all Lenders, the aggregate of all Lenders' Revolving Loan Commitments
      (including without duplication the Swing Line Lender's Swing Line Commitment
      as
      a subset of its Revolving Loan Commitment) and Total Term Loan Commitments,
      which aggregate commitment shall be One Hundred Eighty-Eight Million Five
      Hundred Thousand Dollars ($188,500,000) on the Second Restatement Closing Date,
      as to each of clauses
      (a) and (b),
      as such
      Commitments may be reduced, amortized or adjusted from time to time in
      accordance with the Agreement.

     

    "Communications
      Laws"
      means,
      collectively, (i)
      the
      Communications Act of 1934, as amended, and the rules, orders, regulations
      and
      other applicable requirements of the FCC promulgated thereunder, as from time
      to
      time in effect
      and
      applicable to the Telecommunications Business; (ii) the Copyright Act of 1976,
      as amended, and the rules, orders, regulations and other applicable requirements
      of the Copyright Office promulgated thereunder, as from time to time in effect
      and applicable to the Telecommunications Business; (iii) the laws of any state
      governing or regulating the provision of any telecommunications services offered
      as part of the Telecommunications Business; (iv) the rules, orders, regulations
      and other applicable requirements of any PUC as from time to time in effect
      and
      applicable to the Telecommunications Business; and (v) the ordinances, rules,
      orders, regulations agreements and other applicable requirements of any
      Franchising Authority as from time to time in effect and applicable to the
      Telecommunications Business.

     

    "Communications
      License"
      means
      any license, authorization, certification, waiver or permit required from the
      FCC, any PUC, any Franchising Authority or any other relevant Governmental
      Authority acting under applicable law or regulations pertaining to or regulating
      the Telecommunications Business of the Credit Parties, including any FCC
      License, any PUC Authorization and any Franchise.

     

    "Compliance
      Certificate"
      has the
      meaning ascribed to it in Annex
      E.


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    "Condemnation"
      means
      any taking of Property, or any part thereof or interest therein, for public
      or
      quasi-public use under the power of eminent domain, by reason of any public
      improvement or condemnation proceeding, or in any other manner.

     

    "Consolidated
      Capital Expenditures"
      means,
      with respect to the Credit Parties, all expenditures (by the expenditure of
      cash
      or the Incurrence of Indebtedness) by the Credit Parties during any measuring
      period for any fixed assets or improvements or for replacements, substitutions
      or additions thereto, that have a useful life of more than one year and that
      are
      required to be capitalized under GAAP. Notwithstanding anything to the contrary
      contained above or otherwise required by GAAP, solely for purposes of
      calculating Consolidated Fixed Charges for any period that includes any of
      the
      Fiscal Quarters ending on September 30, 2007, December 31, 2007, March 31,
      2008,
      and June 30, 2008, Consolidated
      Capital Expenditures for such Fiscal Quarters will be as set forth on
Schedule
      A;
      provided, however, that such Schedule
      A may
      be amended, in Agent's sole discretion, to reflect Financial Statements received
      for the period ending on September 30, 2008, so long as such Financial
      Statements are delivered to Agent prior to the Second Restatement Closing
      Date.

     

    "Consolidated
      Depreciation and Amortization Expense"
      means
      with respect to the Credit Parties for any period, the total amount of
      depreciation and amortization expense of the Credit Parties for such period
      on a
      consolidated basis and otherwise determined in accordance with GAAP.


     

    "Consolidated
      EBITDA"
      means,
      with respect to the Credit Parties for any period, Consolidated Net Income
      for
      such period plus, without duplication: (i) taxes paid and provision for taxes
      based on income or profits of the Credit Parties for such period to the extent
      such taxes or provision for taxes were deducted in computing Consolidated Net
      Income, plus (ii) Consolidated Interest Expense for such period to the extent
      the same was deducted in computing Consolidated Net Income, plus (iii)
      Consolidated Depreciation and Amortization Expense for such period to the extent
      such Consolidated Depreciation and Amortization Expense was deducted in
      computing Consolidated Net Income, plus (iv) any non-recurring fees, expenses
      or
      charges related to any Securities Offering, any Investment permitted pursuant
      to
Section
      6.2,
      acquisition or Indebtedness permitted to be Incurred by the Agreement (in each
      case, whether or not successful), deducted in such period in computing
      Consolidated Net Income, plus (v) the amount of annual management and advisory
      fees and related expenses paid to Seaport Capital deducted in such period in
      computing Consolidated Net Income during any period prior to the Original
      Closing Date, plus (vi) any other non-cash charges reducing Consolidated Net
      Income for such period (excluding any such charge which requires an accrual
      of,
      or cash reserve for, anticipated cash charges for any future period).
      Notwithstanding the foregoing, the provision for taxes based on the income
      or
      profits of, and the depreciation and amortization of, a Subsidiary of Borrower
      shall be added to Consolidated Net Income to compute Consolidated EBITDA only
      to
      the extent (and in the same proportion) that the Net Income of such Subsidiary
      was included in calculating Consolidated Net Income and only if a corresponding
      amount would be permitted at the date of determination to be paid as a dividend
      to Borrower by such Subsidiary without prior approval (that has not been
      obtained), pursuant to the terms of its charter and all agreements, instruments,
      judgments, decrees, orders, statutes, rules and governmental regulations
      applicable to such Subsidiary or its stockholders. Notwithstanding anything
      to
      the contrary contained above or otherwise required by GAAP, (i) solely for
      purposes of calculating the Consolidated Fixed Charge Coverage Ratio, the
      Consolidated Senior Leverage Ratio and the Consolidated Total Leverage Ratio
      for
      any period that includes any of the Fiscal Quarters ending on September 30,
      2007, December 31, 2007, March 31, 2008, and June 30, 2008, Consolidated
      EBITDA for such Fiscal Quarters will be as set forth on Schedule
      A
      and (ii)
solely
      for purposes of determining compliance with Section
      2.1A(g)
      and
Section
      2.1B(f),
      Consolidated EBITDA for the
      four
      Fiscal Quarter period ended on June 30, 2008 will
      be
      as set forth on Schedule
      A,
      plus
      $2,800,000
      (reflecting
      four Fiscal Quarters of Country Road Projected Synergies); provided,
      however, that such Schedule
      A may
      be amended, in Agent's sole discretion, to reflect Financial Statements received
      for the period ending on September 30, 2008, so long as such Financial
      Statements are delivered to Agent prior to the Second Restatement Closing
      Date.


    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    "Consolidated
      Fixed Charges"
      means,
      with respect to the Credit Parties for any fiscal period, (a) the aggregate
      of
      all Consolidated Interest Expense during such period (excluding any PIK Amounts
      Incurred during such period), plus (b) scheduled payments of principal with
      respect to Indebtedness of the Credit Parties during such period (excluding
      any
      such payments of principal made prior to the Second Restatement Closing Date),
      plus (c) Consolidated Capital Expenditures during such period (other than
      Consolidated Capital Expenditures to the extent financed with equity proceeds,
      asset sale proceeds, insurance or condemnation proceeds or Indebtedness), plus
      (d) all Taxes paid in cash during such period (excluding any such Taxes paid
      in
      cash to the extent the same constitute Taxes of the Country Road Entities paid
      in cash during such period that are properly allocable to periods prior to
      the
      Second Restatement Closing Date); provided,
      however,
      that in
      connection with payments described: 

     

    (I)
      in
      clause (b) of this definition, to the extent such payments constitute scheduled
      payments of principal made during the period commencing on the Second
      Restatement Closing Date and ending prior to the first anniversary of the Second
      Restatement Closing Date, such scheduled payments shall be deemed to equal
      the
      product of the aggregate amount of such principal payments made during the
      period commencing on the Second Restatement Closing Date and ending on the
      applicable date of determination, multiplied by a fraction, the numerator of
      which is twelve (12) and the denominator of which is the number of full months
      occurring since October 1, 2008; and 

     

    (II)
      in
      clause (d) of this definition, to the extent such Taxes paid in cash constitute
      Taxes of the Country Road Entities paid in cash during the period commencing
      on
      the Second Restatement Closing Date and ending prior to the first anniversary
      of
      the Second Restatement Closing Date, such Taxes of the Country Road Entities
      paid in cash shall be deemed to equal the product of the Monthly Allocated
      Tax
      Amount, multiplied by a fraction, the numerator of which is twelve (12) and
      the
      denominator of which is the number of full months occurring since October 1,
      2008.
      For
      purposes of this clause (II), "Monthly
      Allocated Tax Amount"
      means
      the product of (A) the aggregate amount of Taxes of the Country Road Entities
      (x) properly allocable to periods on or after the Second Restatement Closing
      Date and (y) paid in cash by or for the account of the Country Road Entities
      during the period commencing on the Second Restatement Closing Date and ending
      on the applicable date of determination (the "Post
      Restatement Date CR Taxes")
      divided by the number of days after the Second Restatement Date for which all
      such Post Restatement Date CR Taxes are properly allocable multiplied by (B)
      30.



    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    "Consolidated
      Fixed Charge Coverage Ratio"
      means,
      as of any date of determination, the ratio of (a) (1) Consolidated EBITDA for
      the period of four consecutive Fiscal Quarters most recently ended on or prior
      to such date, plus
      (2)
to
      the
      extent such period includes any
      Fiscal Quarter ending on or after September 30, 2007 but no later than December
      31, 2009, the
      Country Road Projected Synergies for each such Fiscal Quarter to
      (b)
      (1) Consolidated Fixed Charges for such period, minus
      (2) to
      the extent such period includes any Fiscal Quarter ending on or after September
      30, 2008 but no later than June 30, 2009, all IPTV Capital Expenditures made
      during such Fiscal Quarters in an aggregate amount not to exceed $2,200,000,
      minus
      (3) to
      the extent such period includes the Fiscal Quarter ending December 31, 2008,
      Consolidated Interest Expense attributable to the Additional Term Loan included
      in Consolidated Fixed Charges for such Fiscal Quarter, plus
      (4) to
      the extent such period includes any Fiscal Quarter ending on or after December
      31, 2007 but no later than December 31, 2008, $2,327,000 for each such Fiscal
      Quarter (reflecting the pro forma incremental Consolidated Interest Expense
      per
      Fiscal Quarter attributable to the Additional Term Loan).

     

    "Consolidated
      Interest Expense"
      means,
      with respect to the Credit Parties for any period, consolidated interest expense
      of the Credit Parties for such period, to the extent such expense was deducted
      in computing Consolidated Net Income, determined on a consolidated basis and
      otherwise determined in accordance with GAAP, plus, to the extent not included
      in such consolidated interest expense, and to the extent Incurred by any Credit
      Party, without duplication: (i) interest expense attributable to leases
      constituting part of a Sale/Leaseback Transaction and/or Capital Lease
      Obligations, (ii) amortization of debt discount and debt issuance cost, (iii)
      capitalized interest (including, for the avoidance of doubt, any PIK Amounts),
      (iv) non-cash interest expense, (v) commissions, discounts and other fees and
      charges owed with respect to letters of credit and bankers' acceptance
      financing, (vi) net costs associated with Hedging Obligations (including
      amortization of fees), (vii) interest Incurred in connection with Investments
      in
      discontinued operations, (viii) interest in respect of Indebtedness of any
      other
      Person to the extent such Indebtedness is guaranteed by any Credit Party, but
      only to the extent that such interest is actually paid by any Credit Party,
      (ix)
      the earned discount or yield with respect to the sale of receivables and (x)
      accrued interest on Subordinated Debt, whether or not it is deductible for
      tax
      purposes (and whether or not it is deferred). Notwithstanding anything to the
      contrary contained above or otherwise required by GAAP, solely for purposes
      of
      calculating Consolidated Fixed Charges for any period that includes any of
      the
      Fiscal Quarters ending on September 30, 2007, December 31, 2007, March 31,
      2008,
      and June 30, 2008, Consolidated
      Interest Expense for such Fiscal Quarters will be as set forth on Schedule
      A;
      provided, however, that such Schedule
      A may
      be amended, in Agent's sole discretion, to reflect Financial Statements received
      for the period ending on September 30, 2008, so long as such Financial
      Statements are delivered to Agent prior to the Second Restatement Closing
      Date.


    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    "Consolidated
      Net Income"
      means,
      with respect to the Credit Parties for any period, the aggregate of the Net
      Income of the Credit Parties for such period, on a consolidated basis;
provided,
      however,
      that:
      (i) any net after-tax extraordinary gains or losses (less all fees and expenses
      relating thereto) shall be excluded; (ii) any increase in amortization or
      depreciation resulting from purchase accounting in relation to any acquisition
      that is consummated after the Second Restatement Closing Date, net of taxes,
      shall be excluded; (iii) the Net Income for such period shall not include the
      cumulative effect of a change in accounting principles during such period;
      (iv)
      any net after-tax income or loss from discontinued operations and any net
      after-tax gains or losses on disposal of discontinued operations shall be
      excluded; (v) any net after-tax gains or losses (less all fees and expenses
      relating thereto) attributable to asset dispositions other than in the ordinary
      course of business (as determined in good faith by the board of directors of
      the
      Borrower) shall be excluded; (vi) the Net Income for such period of any Person
      that is not a Subsidiary of Borrower, or that is accounted for by the equity
      method of accounting, shall be included
      only to the extent of the amount of dividends or distributions or other payments
      paid in cash (or to the extent converted into cash) to Borrower or a Subsidiary
      thereof in respect of such period; (vii) the Net Income for such period of
      any
      Subsidiary shall be excluded to the extent that the declaration or payment
      of
      dividends or similar distributions by such Subsidiary of its Net Income is
      not
      at the date of determination permitted without any prior governmental approval
      (which has not been obtained) or, directly or indirectly, by the operation
      of
      the terms of its charter or any agreement, instrument, judgment, decree, order,
      statute, rule or governmental regulation applicable to that Subsidiary or its
      Stockholders, unless such restrictions with respect to the payment of dividends
      or in similar distributions have been legally waived; provided
      that the
      net loss of any such Subsidiary shall be included; (viii) any non-cash
      compensation expenses realized for grants of performance shares, stock options
      or other stock awards to officers, directors and employees of Borrower or any
      Subsidiary shall be excluded and (ix) any non-cash impairment charges resulting
      from the application of Statement of Financial Accounting Standards No. 142
      shall be excluded. 

     

    "Consolidated
      Senior Leverage Ratio"
      means,
      as of any date of determination, the ratio of (a) the outstanding amount of
      Consolidated Senior Secured Debt as of such date to (b) (1) Consolidated EBITDA
      for the period of four consecutive Fiscal Quarters most recently ended on or
      prior to such date, plus
      (2) to
      the extent such period includes any Fiscal Quarter ending on or after September
      30, 2007 but no later than December 31, 2009, the Country Road Projected
      Synergies for each such Fiscal Quarter.

     

    "Consolidated
      Senior Secured Debt"
      means,
      as of any date of determination, the sum of (i) the outstanding principal amount
      of the Loans hereunder, plus (ii) the aggregate stated balance sheet amount
      of
      all Capital Lease Obligations of the Credit Parties on a consolidated basis,
      and
      (iii) any other secured Indebtedness of the Credit Parties on a consolidated
      basis.

     

    "Consolidated
      Total Debt"
      means,
      as of any date of determination, without duplication, the sum of (a) the
      aggregate stated balance sheet amount of all Indebtedness of the Credit Parties
      on a consolidated basis, including the outstanding principal amount of
      Consolidated Senior Secured Debt and the Subordinated Debt, (b) the stated
      amount of all reimbursement and other obligations of the Credit Parties with
      respect to letters of credit, bankers' acceptances, bank guaranties, surety
      bonds and similar instruments, whether or not matured, and (c) the aggregate
      stated balance sheet amount or the stated amount of all Guaranteed Indebtedness
      (except Guaranteed Indebtedness with respect to which the primary obligation
      is
      not itself Indebtedness) as to the Credit Parties on a consolidated
      basis.


    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    

     

    "Consolidated
      Total Leverage Ratio"
      means,
      as of any date of determination, the ratio of (a) the outstanding amount of
      Consolidated Total Debt as of such date to (b) Consolidated EBITDA for the
      Test
      Period most recently ended on or prior to such date;
      provided,
      however,
      that
      solely for purposes of determining compliance with Section
      2.1A(f)
      and
Section
      2.1B(g),
      actual
      Consolidated EBITDA for the Test Period will be increased by $2,800,000
(reflecting
      four Fiscal Quarters of Country Road Projected Synergies); provided,
      however, that such Schedule
      A may
      be amended, in Agent's sole discretion, to reflect Financial Statements received
      for the period ending on September 30, 2008, so long as such Financial
      Statements are delivered to Agent prior to the Second Restatement Closing
      Date.

     

    "Contracts"
      means
      all "contracts," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, in any event, including all contracts,
      undertakings, or agreements (other than rights evidenced by Chattel Paper,
      Documents or Instruments) in or under which any Credit Party may now or
      hereafter have any right, title or interest, including any agreement relating
      to
      the terms of payment or the terms of performance of any Account.

     

    "Control
      Letter"
      means a
      letter agreement between Agent and (i) the issuer of uncertificated securities
      with respect to uncertificated securities in the name of any Credit Party,
      (ii)
      a securities intermediary with respect to securities, whether certificated
      or
      uncertificated, securities entitlements and other financial assets held in
      a
      securities account in the name of any Credit Party or (iii) a futures commission
      merchant or clearing house, as applicable, with respect to commodity accounts
      and commodity contracts held by any Credit Party, whereby, among other things,
      the issuer, securities intermediary or futures commission merchant disclaims
      any
      security interest in the applicable financial assets, acknowledges the Lien
      of
      Agent, on behalf of itself and Lenders, on such financial assets, and agrees
      to
      follow the instructions or entitlement orders of Agent without further consent
      by the affected Credit Party.

     

    "Copyright
      License"
      means
      any and all rights now owned or hereafter acquired by any Credit Party under
      any
      written agreement granting any right to use any Copyright or Copyright
      registration.

     

    "Copyright
      Office"
      means
      the United States Copyright Office or
      any
      similar office or agency of the United States, any state or territory thereof,
      or any other country or any political subdivision thereof.


    
      
        
        

      

      
        A-11

        
          

        

      

      
        
        

      

    

     

    "Copyright
      Security Agreements"
      means
      the Copyright Security Agreements made in favor of Agent, on behalf of itself
      and Lenders, by each applicable Credit Party.

     

    "Copyrights"
      means
      all of the following now owned or hereafter adopted or acquired by any Credit
      Party: (a) all copyrights and General Intangibles of like nature (whether
      registered or unregistered), all registrations and recordings thereof, and
      all
      applications in connection therewith, including all registrations, recordings
      and applications in any
      Copyright Office
      and (b)
      all reissues, extensions or renewals thereof.

     

    "Country
      Road"
      means
      Country Road Communications LLC.

     

    "Country
      Road Acquisition"
      means
      the acquisition by Borrower of all the Stock of Pine Tree Holdings, Granby
      Holdings and War Holdings pursuant to the terms of the Country Road Acquisition
      Agreement.

     

    "Country
      Road Acquisition Agreement"
      means
      the Stock Purchase Agreement dated as of August 7, 2008 between Borrower and
      Country Road.

     

    "Country
      Road Entities"
      means
      Pine Tree Holdings, Granby Holdings, War Holdings and their
      Subsidiaries.

     

    “Country
      Road Projected Synergies”
means
      (i) for each Fiscal Quarter ending September 30, 2007, December 31, 2007, March
      31, 2008, June 30, 2008 and September 30, 2008, $700,000 and (ii) for each
      Fiscal Quarter ending December 31, 2008, March 31, 2009, June 30, 2009,
      September 30, 2009 and December 31, 2009, the amount of projected but unrealized
      synergies from the Country Road Acquisition for such Fiscal Quarter to the
      extent reasonably satisfactory to the Administrative Agent and in an amount
      not
      to exceed $700,000.

     

    "Credit
      Parties"
      means
      Borrower and each of its Subsidiaries. 

     

    "Debt
      Issuance"
      means
      the Incurrence by any Credit Party of any Indebtedness.

     

    "Default"
      means
      any event that, with the passage of time or notice or both, would, unless cured
      or waived, become an Event of Default.

     

    "Deferred
      Interest"
      means
      accrued interest (including interest on Deferred Interest) on the IDS
      Subordinated Notes or any other Subordinated Debt for any period the payment
      of
      which is deferred pursuant to the applicable IDS Subordinated Notes Indenture
      or
      other applicable Additional Subordinated Debt Document.

     

    "Deposit
      Accounts"
      means
      all "deposit accounts" as such term is defined in the Code, now or hereafter
      held in the name of any Credit Party.


    
      
        
        

      

      
        A-12

        
          

        

      

      
        
        

      

    

     

    "Disbursement
      Account"
      means
      each deposit account designated as a "Disbursement Account" on Disclosure
      Schedule (3.19),
      as
      amended from time to time in accordance with paragraph (d) of Annex
      C.

     

    "Disclosure
      Schedules"
      means
      the Schedules prepared by Borrower and denominated as Disclosure
      Schedules (1.4) through (6.7)
      in the
      Index to the Agreement.

     

    "Disposition"
      means
      (i) any sale, assignment, lease,
      transfer or other disposition (including any Sale/Leaseback Transaction or
      any
      sale of any of Stock of any Subsidiary of Borrower) of any Property by any
      Credit Party to any other Person and/or (ii) any casualty to any Property or
      any
      Condemnation. The term Disposition shall not include any Debt Issuance or Stock
      Issuance.

     

    "Disqualified
      Stock"
      means,
      with respect to any Person, any Stock of such Person which, by its terms (or
      by
      the terms of any security into which it is convertible or for which it is
      redeemable or exchangeable), or upon the happening of any event: (i) matures
      or
      is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise;
      (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock;
      or
      (iii) is redeemable at the option of the holder thereof, in whole or in part,
      in
      each case prior to the first anniversary of the maturity date of the Initial
      IDS
      Subordinated Notes issued on the Original Closing Date; provided,
      however,
      that
      only the portion of Stock which so matures or is mandatorily redeemable, is
      so
      convertible or exchangeable or is so redeemable at the option of the holder
      thereof prior to such first anniversary shall be deemed to be Disqualified
      Stock; provided further,
      however,
      that if
      such Stock is issued to any employee or to any plan for the benefit of employees
      of Borrower or its Subsidiaries or by any such plan to such employees, such
      Stock shall not constitute Disqualified Stock solely because it may be required
      to be repurchased by Borrower in order to satisfy applicable statutory or
      regulatory obligations or as a result of such employee's termination, death
      or
      disability. Notwithstanding any provision to the contrary herein, Borrower's
      Class B common stock that is exchangeable for Initial IDS-Linked
      Subordinated Notes shall not be Disqualified Stock. In addition, notwithstanding
      clause (iii) of this definition, any Stock that would constitute Disqualified
      Stock solely because the holders thereof have the right to require Borrower
      to
      repurchase such Stock upon the occurrence of a change of control or an asset
      sale shall not constitute Disqualified Stock if the terms of such Stock provide
      that Borrower may not repurchase or redeem any such Stock pursuant to such
      provisions unless such repurchase or redemption complies with Section
      6.14.
      

     

    "Distributable
      Cash"
      means,
      as of any specified date, an amount of cash equal to the remainder
      of:

     

    
      	 	
              (a)

            	
              Consolidated
                EBITDA for the period (taken as one accounting period) from January
                1,
                2005 through the end of the Fiscal Quarter most recently ended prior
                to
                such specified date (for these purposes, the subject
                period),
                less 

            


    

    
       

      
        	 	
                (b)

              	
                the
                  sum of:

              


      

       

    

    
      
        
        

      

      
        A-13

        
          

        

      

      
        
        

      

    

     

    (i)
      Consolidated Interest Expense (exclusive of original issue discount
      amortization, non-cash interest expense (including any PIK Amounts) and current
      and deferred interest payable with respect to the Subordinated Debt) for such
      subject period; 

     

    (ii)
      any
      mandatory prepayment during such subject period that results in a permanent
      reduction to the principal amount (or commitments under a revolving facility)
      of
      Indebtedness payable under the Loan Documents prior to its scheduled maturity
      (to the extent not included in clause (i) above) for such subject period (other
      than any mandatory prepayment pursuant to Section
      1.3(b)(ii), (iii) or (vi));
      provided
      that if
      such Indebtedness is Incurred in any such period that replaces such Indebtedness
      previously prepaid or commitments under a revolving facility are increased
      to
      previous levels, which prepayment (or reduction in commitments under a revolving
      credit facility) resulted in a reduction to Distributable Cash pursuant to
      this
      clause, Distributable Cash shall be increased by an amount up to such previous
      reduction; 

     

    (iii)
      Consolidated Capital Expenditures made in cash during such subject period
      (except to the extent financed with (x) an Incurrence of Indebtedness, until
      such Indebtedness is repaid, (y) equity proceeds or (z) insurance proceeds)
      minus
      Net Cash
      Proceeds (except to the extent such Net Cash Proceeds is included in
      Consolidated EBITDA) of any Disposition applied during such subject period
      pursuant to the IDS Subordinated Notes Indenture and this Agreement to finance
      such Consolidated Capital Expenditures; and

     

    (iv)
      consolidated cash income Tax expense of the Credit Parties for income Taxes
      paid
      in cash during such subject period minus
      cash
      income tax refunds received by any of the Credit Parties during such subject
      period; 

     

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

     

    "Dividend
      Suspension Period"
      means,
      with respect to any period (for these purposes, the "subject
      period")
      consisting of one or more consecutive, four-Fiscal Quarter periods of Borrower
      as of the end of which either (a) the Consolidated Fixed Charge Coverage Ratio
      is less than 1.14 to 1.00 or (b) the Consolidated Senior Leverage Ratio is
      greater than 3.85 to 1.00, the period commencing on the date Borrower is
      required to deliver a Compliance Certificate pursuant to Section
      4.1
      in
      respect of the first such four-Fiscal Quarter period in such subject period
      and
      ending on date on which Borrower delivers a Compliance Certificate pursuant
      to
Section
      4.1
      in
      respect of the last Fiscal Quarter of Borrower in such subject period.


     

    "Documents"
      means
      any "documents," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located.


    
      
        
        

      

      
        A-14

        
          

        

      

      
        
        

      

    

     

    "Dollars"
      or
      "$"
      means
      lawful currency of the United States of America.

     

    "Environmental
      Laws"
      means
      all applicable federal, state, local and foreign laws, statutes, ordinances,
      codes, rules and regulations, now or hereafter in effect, and any applicable
      judicial or administrative interpretation thereof, including any applicable
      judicial or administrative order, consent decree, order or judgment, imposing
      liability or standards of conduct for or relating to the regulation and
      protection of human health, safety, the environment and natural resources
      (including ambient air, surface water, groundwater, wetlands, land surface
      or
      subsurface strata, wildlife, aquatic species and vegetation). Environmental
      Laws
      include the Comprehensive Environmental Response, Compensation, and Liability
      Act of 1980 (42 U.S.C. §§ 9601 et
      seq.)
      ("CERCLA");
      the
      Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §§ 5101
et
      seq.);
      the
      Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136
et
      seq.);
      the
      Solid Waste Disposal Act (42 U.S.C. §§ 6901 et
      seq.);
      the
      Toxic Substances Control Act (15 U.S.C. §§ 2601 et
      seq.);
      the
      Clean Air Act (42 U.S.C. §§ 7401 et
      seq.);
      the
      Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et
      seq.);
      the
      Occupational Safety and Health Act (29 U.S.C. §§ 651 et
      seq.);
      and
      the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et
      seq.),
      and
      any and all regulations promulgated thereunder, and all analogous state, local
      and foreign counterparts or equivalents and any transfer of ownership
      notification or approval statutes.

     

    "Environmental
      Liabilities"
      means,
      with respect to any Person, all liabilities, obligations, responsibilities,
      response, remedial and removal costs, investigation and feasibility study costs,
      capital costs, operation and maintenance costs, losses, damages, punitive
      damages, property damages, natural resource damages, consequential damages,
      treble damages, costs and expenses (including all reasonable fees, disbursements
      and expenses of counsel, experts and consultants), fines, penalties, sanctions
      and interest incurred as a result of or related to any claim, suit, action,
      investigation, proceeding or demand by any Person, whether based in contract,
      tort, implied or express warranty, strict liability, criminal or civil statute
      or common law, including any arising under or related to any Environmental
      Laws,
      Environmental Permits, or in connection with any Release or threatened Release
      or presence of a Hazardous Material whether on, at, in, under, from or about
      or
      in the vicinity of any real or personal property.

     

    "Environmental
      Permits"
      means
      all permits, licenses, authorizations, certificates, approvals or registrations
      required by any Governmental Authority under any Environmental
      Laws.

     

    "Equipment"
      means
      all "equipment," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located and, in any event, including
      all
      such Credit Party's machinery and equipment, including processing equipment,
      conveyors, machine tools, data processing and computer equipment, including
      embedded software and peripheral equipment and all engineering, processing
      and
      manufacturing equipment, office machinery, furniture, materials handling
      equipment, tools, attachments, accessories, automotive equipment, trailers,
      trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other
      equipment of every kind and nature, trade fixtures and fixtures not forming
      a
      part of real property, together with all additions and accessions thereto,
      replacements therefor, all parts therefor, all substitutes for any of the
      foregoing, fuel therefor, and all manuals, drawings, instructions, warranties
      and rights with respect thereto, and all products and proceeds thereof and
      condemnation awards and insurance proceeds with respect
      thereto.


    
      
        
        

      

      
        A-15

        
          

        

      

      
        
        

      

    

     

    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and any regulations promulgated thereunder.

     

    "ERISA
      Affiliate"
      means,
      with respect to any Credit Party, any trade or business (whether or not
      incorporated) that, together with such Credit Party, are treated as a single
      employer within the meaning of Sections 414(b), (c), (m) or (o) of the
      IRC.

     

    "ERISA
      Event"
      means,
      with respect to any Credit Party or any ERISA Affiliate, (a) any event described
      in Section 4043(c) of ERISA with respect to a Title IV Plan; (b) the withdrawal
      of any Credit Party or ERISA Affiliate from a Title IV Plan subject to Section
      4063 of ERISA during a plan year in which it was a substantial employer, as
      defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal
      (within the meaning of Section 4203 or 4205 of ERISA) of any Credit Party or
      any
      ERISA Affiliate from any Multiemployer Plan; (d) the filing of a notice of
      intent to terminate a Title IV Plan or the treatment of a plan amendment as
      a
      termination under Section 4041 of ERISA; (e) the institution of proceedings
      to
      terminate a Title IV Plan or Multiemployer Plan by the PBGC; (f) the failure
      by
      any Credit Party or ERISA Affiliate to make when due required contributions
      to a
      Multiemployer Plan or Title IV Plan unless such failure is cured within thirty
      (30) days; (g) any other event or condition that could reasonably be expected
      to
      constitute grounds under Section 4042 of ERISA for the termination of, or the
      appointment of a trustee to administer, any Title IV Plan or Multiemployer
      Plan
      or for the imposition of liability under Section 4069 or 4212(c) of ERISA;
      (h)
      the termination of a Multiemployer Plan under Section 4041A of ERISA or the
      reorganization or insolvency of a Multiemployer Plan under Section 4241 or
      4245
      of ERISA; or (i) the loss of a Qualified Plan's qualification or tax exempt
      status; or (j) the termination of a Plan described in Section 4064 of
      ERISA.

     

    "ESOP"
      means a
      Plan that is intended to satisfy the requirements of Section 4975(e)(7) of
      the
      IRC.

     

    "Event
      of Default"
      has the
      meaning ascribed to it in Section
      8.1.

     

    "Excess
      Cash"
      means,
      as of any specified date, an amount equal to the remainder of (a) Distributable
      Cash for the period (taken as one accounting period) from January 1, 2005
      through the end of the Fiscal Quarter most recently ended prior to such
      specified date (for these purposes, the subject
      period),
      less
      (b) the
      sum of cash interest payments (except for payments made pursuant to Section
      6.14(m)
      of the
      Original Credit Agreement as in effect on December 31, 2004) made by Borrower
      in
      respect of the Subordinated Debt during such subject period and on such
      specified date.


    
      
        
        

      

      
        A-16

        
          

        

      

      
        
        

      

    

     

    "Excluded
      Account"
      means
      each deposit account designated as an "Excluded Account" on Disclosure
      Schedule (3.19),
      as
      amended from time to time in accordance with paragraph (d) of Annex
      C.

     

    "Excluded
      Debt Issuance Proceeds"
      means
      (a) the Net Cash Proceeds from the Debt Issuance pursuant to the transactions
      consummated on the Original Closing Date which constitute Original Related
      Transactions and which are consummated in accordance with the Original Related
      Transactions Documents as they exist on the Original Closing Date, (b) the
      Net
      Cash Proceeds from any Debt Issuance by any Credit Party that is permitted
      pursuant to Section
      6.3(a)(i), (ii), (iv), (v), (viii), (x), (xiii)
      or
(xvi),
      (c) the
      Net Cash Proceeds from any Debt Issuance by Borrower that is permitted pursuant
      to Section
      6.3(a)(vii),
      but
      only to the extent that the Net Cash Proceeds therefrom are applied (i)
      concurrently with the issuance thereof, to refinance Permitted Additional
      Subordinated Debt of Borrower in accordance with Section
      6.3(a)(vii)
      or (ii)
      not later than 90 days after any Debt Issuance referred to in this clause (c),
      the Net Cash Proceeds therefrom are applied (x) to finance a Permitted
      Acquisition or (y) to finance permitted Consolidated Capital Expenditures,
      and
      (d) the Net Cash Proceeds from any Debt Issuance by Borrower that is permitted
      pursuant to Section
      6.3(a)(xv),
      but
      only to the extent that the Net Cash Proceeds therefrom are applied (i)
      concurrently with the issuance thereof, to refinance IDS Subordinated Notes
      of
      Borrower in accordance with Section
      6.3(a)(xv)
      or
      Permitted Additional Subordinated Debt of Borrower in accordance with
Section
      6.3(a)(xv)
      or (ii)
      not later than 90 days after any Debt Issuance referred to in this clause (d),
      the Net Cash Proceeds therefrom are applied (x) to finance a Permitted
      Acquisition or (y) to finance permitted Consolidated Capital
      Expenditures.

     

    "Excluded
      Disposition Proceeds"
      means
      (I) the Net Cash Proceeds of any Disposition permitted by Section
      6.8(a),
      (d),
      (f),
      (g) (h),
      (i)
      or
(j),
      (II)
      the Net Cash Proceeds of any Condemnation to the extent the application of
      such
      proceeds is addressed under a Mortgage and (III) the proceeds of casualty
      insurance which are addressed under Section
      5.4(c).
      

    


    "Excluded
      Stock Issuance Proceeds"
      means
      (a) the Net Cash Proceeds from the Stock Issuance pursuant to the transactions
      consummated on the Original Closing Date which constitute Original Related
      Transactions and which are consummated in accordance with the Original Related
      Transactions Documents, (b) the Net Cash Proceeds from any Stock Issuance by
      any
      Subsidiary of Borrower that is permitted pursuant to Section
      6.5,
      or (c)
      the Net Cash Proceeds from any Stock Issuance by Borrower that is permitted
      pursuant to Section
      6.5,
      but
      only to the extent that not later than 90 days after any such Stock Issuance
      by
      Borrower, such Net Cash Proceeds are applied (i) to finance a Permitted
      Acquisition, (ii) to finance permitted Consolidated Capital Expenditures, (iii)
      to prepay Subordinated Debt or (iv) to repurchase shares of Borrower’s common
      stock permitted by Section
      6.14(l).

     

    "Fair
      Labor Standards Act"
      means
      the Fair Labor Standards Act, 29 U.S.C. §201 et seq.


    
      
        
        

      

      
        A-17

        
          

        

      

      
        
        

      

    

     

    "Fair
      Market Value"
      means,
      with respect to any asset or property, the price which could be negotiated
      in an
      arm's-length, free market transaction, for cash, between a willing seller and
      a
      willing and able buyer, neither of whom is under undue pressure or compulsion
      to
      complete the transaction. 

     

    "FCC"
      means
      the Federal Communications Commission and any successor thereto.

     

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

     

    "Federal
      Funds Rate"
      means,
      for any day, a floating rate equal to the federal funds effective rate publicly
      quoted from time to time by The Wall Street Journal
      as the
      federal funds "effective rate" (or, if The Wall Street
      Journal
      ceases
      quoting a federal funds effective rate, the weighted average of the rates on
      overnight federal funds transactions among members of the Federal Reserve System
      as determined by Agent by reference to the federal funds rate publicly quoted
      in
      a reputable business publication selected by Agent in good faith, which
      determination shall be final, binding and conclusive (absent manifest
      error)).

     

    "Federal
      Power Act"
      means
      the Federal Power Act, 16 U.S.C. §§ 791 et
      seq.

     

    "Federal
      Reserve Board"
      means
      the Board of Governors of the Federal Reserve System.

     

    "Fee
      Letter"
      means
      that certain
      letter, dated as of February 22, 2008, between GE Capital and Borrower, as
      amended by that certain letter, dated as of May 14, 2008, between GE Capital
      and
      Borrower, by that certain letter, dated as of August 6, 2008, between GE Capital
      and Borrower and by that certain letter, dated as of October 20, 2008, between
      GE Capital and Borrower, with respect to certain fees to be paid from time
      to
      time by Borrower to GE Capital
      and each
      Lender.

     

    "Fees"
      means
      any and all fees payable to Agent or any Lender pursuant to the Agreement or
      any
      of the other Loan Documents.

     

    "Final
      Maturity Date"
      means
      the date that is five (5) years from the Second Restatement Closing
      Date.

     

    "Financial
      Covenants"
      means
      the financial covenants set forth in Annex G.

     

    "Financial
      Statements"
      means
      the consolidated income statements, statements of cash flows and balance sheets
      of Borrower delivered in accordance with Section
      3.4
      and
Annex
      E.

     

    "First
      Restatement Closing Date"
      means
      July 3, 2006.


    
      
        
        

      

      
        A-18

        
          

        

      

      
        
        

      

    

     

    "Fiscal
      Quarter"
      means
      any of the quarterly accounting periods of Borrower, ending on March 31, June
      30, September 30 and December 31 of each year.

     

    "Fiscal
      Year"
      means
      any of the annual accounting periods of Borrower ending on December 31 of each
      year.

     

    "Fixtures"
      means
      all "fixtures" as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party.

     

    "Franchise"
      means
      an initial Governmental Authorization or renewal thereof issued by a Franchising
      Authority which authorizes the acquisition, ownership, construction or operation
      of a cable television system.

     

    "Franchising
      Authority"
      means
      any Governmental Authority authorized by any federal, state or local law to
      grant a Franchise or to exercise jurisdiction over the rates or services
      provided by a cable television system pursuant to a Franchise or over Persons
      holding a Franchise.

     

    “Funding
      Checklist”
means
      the schedule, including all appendices, exhibits or schedules thereto, listing
      certain documents and information to be delivered on or prior to the Second
      Restatement Closing Date (in addition to the documents and information to be
      delivered on or prior to the Second Restatement Execution Date as listed in
      the
      Closing Checklist), in connection with the Agreement, the other Loan Documents
      and the transactions contemplated thereunder substantially in the form attached
      hereto as Annex
      D-2.

     

    "GAAP"
      means
      generally accepted accounting principles in the United States of America,
      consistently applied, as such term is further defined in Annex
      G
      to the
      Agreement.

     

    "GE
      Capital"
      means
      General Electric Capital Corporation, a Delaware corporation.

     

    "General
      Intangibles"
      means
      "general intangibles," as such term is defined in the Code, now owned or
      hereafter acquired by any Credit Party, including all right, title and interest
      that such Credit Party may now or hereafter have in or under any Contract,
      all
      payment intangibles, customer lists, Licenses, Copyrights, Trademarks, Patents,
      and all applications therefor and reissues, extensions or renewals thereof,
      rights in Intellectual Property, interests in partnerships, joint ventures
      and
      other business associations, licenses, permits, copyrights, trade secrets,
      proprietary or confidential information, inventions (whether or not patented
      or
      patentable), technical information, procedures, designs, knowledge, know-how,
      software, data bases, data, skill, expertise, experience, processes, models,
      drawings, materials and records, goodwill (including the goodwill associated
      with any Trademark or Trademark License), all rights and claims in or under
      insurance policies (including insurance for fire, damage, loss and casualty,
      whether covering personal property, real property, tangible rights or intangible
      rights, all liability, life, key man and business interruption insurance, and
      all unearned premiums), uncertificated securities, choses in action, deposit,
      checking and other bank accounts, rights to receive tax refunds and other
      payments, rights to receive dividends, distributions, cash, Instruments and
      other property in respect of or in exchange for pledged Stock and Investment
      Property, rights of indemnification, all books and records, correspondence,
      credit files, invoices and other papers, including without limitation all tapes,
      cards, computer runs and other papers and documents in the possession or under
      the control of such Credit Party or any computer bureau or service company
      from
      time to time acting for such Credit Party, and any and all Governmental
      Authorizations to the extent permitted by applicable law.


    
      
        
        

      

      
        A-19

        
          

        

      

      
        
        

      

    

     

    "Goods"
      means
      any "goods" as defined in the Code, now owned or hereafter acquired by any
      Credit Party, wherever located, including embedded software to
      the
      extent included in "goods" as defined in the Code, manufactured homes, standing
      timber that is cut and removed for sale and unborn young of animals.

     

    "Governmental
      Authority"
      means
      any nation or government, any state or other political subdivision thereof,
      and
      any agency, department, court, central bank or other entity exercising
      executive, legislative, judicial, regulatory or administrative functions of
      or
      pertaining to government (including, without limitation, the FCC, any PUC and
      any Franchising Authority).

     

    "Governmental
      Authorization"
      means
      any authorization, approval, consent, franchise, license, covenant, order,
      ruling, permit, certification, exemption, notice, declaration or similar right,
      undertaking or other action of, to or by, or any material filing, qualification
      or registration with, any Governmental Authority, including any Communications
      License.

     

    "Granby
      Holdings"
      means
      Granby Holdings, Inc., a Delaware corporation and a Wholly Owned Subsidiary
      of
      Country Road.

     

    "Grantor"
      has the
      meaning ascribed to it in the Security Agreement.

     

    "Guaranteed
      Indebtedness"
      means,
      as to any Person, any obligation of such Person guaranteeing, providing comfort
      or otherwise supporting any Indebtedness, lease, dividend, or other obligation
      ("primary
      obligation")
      of any
      other Person (the "primary
      obligor")
      in any
      manner, including any obligation or arrangement of such Person to
      (a) purchase or repurchase any such primary obligation, (b) advance or
      supply funds (i) for the purchase or payment of any such primary obligation
      or
      (ii) to maintain working capital or equity capital of the primary obligor
      or otherwise to maintain the net worth or solvency or any balance sheet
      condition of the primary obligor, (c) purchase property, securities or
      services primarily for the purpose of assuring the owner of any such primary
      obligation of the ability of the primary obligor to make payment of such primary
      obligation, (d) protect the beneficiary of such arrangement from loss (other
      than product warranties given in the ordinary course of business) or
      (e) indemnify the owner of such primary obligation against loss in respect
      thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed
      to be an amount equal to the lesser at such time of (x) the stated or
      determinable amount of the primary obligation in respect of which such
      Guaranteed Indebtedness is incurred and (y) the maximum amount for which such
      Person may be liable pursuant to the terms of the instrument embodying such
      Guaranteed Indebtedness, or, if not stated or determinable, the maximum
      reasonably anticipated liability (assuming full performance) in respect
      thereof.


    
      
        
        

      

      
        A-20

        
          

        

      

      
        
        

      

    

     

    "Guaranties"
      means,
      collectively, the Subsidiary Guaranty and any other guaranty executed by any
      Guarantor in favor of Agent and Lenders in respect of the
      Obligations.

     

    "Guarantor"
      means
      each Credit Party (other than Borrower and the PUC Restricted Subsidiaries)
      and
      each other Person, if any, that (i) executes a guaranty or other similar
      agreement in favor of Agent, for itself and the ratable benefit of Lenders,
      in
      connection with the transactions contemplated by the Agreement, or (ii) becomes
      a "Guarantor" under the Subsidiary Guaranty by the execution of a Joinder
      Agreement.

     

    "Hazardous
      Material"
      means
      any substance, material or waste that is regulated by, or forms the basis of
      liability now or hereafter under, any Environmental Laws, including any material
      or substance that is (a) defined as a "solid waste," "hazardous waste,"
      "hazardous material," "hazardous substance," "extremely hazardous waste,"
      "restricted hazardous waste," "pollutant," "contaminant," "hazardous
      constituent," "special waste," "toxic substance" or other similar term or phrase
      under any Environmental Laws, or (b) petroleum or any fraction or by-product
      thereof, asbestos, polychlorinated biphenyls (PCB's), or any radioactive
      substance.

     

    "Hedging
      Obligations"
      means,
      with respect to any Person, the obligations of such Person under: (i) currency
      exchange, interest rate or commodity swap agreements, interest rate or commodity
      cap agreements and currency exchange, interest rate or commodity collar
      agreements; and (ii) other agreements or arrangements designed to protect such
      Person against fluctuations in currency exchange, interest rates or commodity
      prices.

     

    "Holding
      Companies"
      means
      each of Borrower, Brindlee Holdings, Hopper Holding, Mid-Missouri Holding,
      Page
      and Kiser Communications, Mid-Maine Holdco, War Holdings, Granby Holdings and
      Pine Tree Holdings.

     

    "Hopper
      Holding"
      means
      Hopper Holding Company, Inc., an Alabama corporation. 

     

    "IDS
      Payment Date"
      means
      the 30th day of each March, June, September and December (or, if such day is
      not
      a Business Day, the first Business Day following such day) commencing March
      30,
      2005.

     

    "IDS
      Securities"
      means
      Initial IDS Securities and Subsequent IDS Securities.

     

    "IDS
      Subordinated Notes"
      means
      (i) the Initial IDS Subordinated Notes and (ii) any Subsequent IDS Subordinated
      Notes.

     

    
      
        
        

      

      
        A-21

        
          

        

      

      
        
        

      

    

     

    "IDS
      Subordinated Notes Indenture"
      means
      (i) the Initial IDS Subordinated Notes Indenture and (ii) the Subsequent IDS
      Subordinated Notes Indenture.

     

    "Imagination"
      means
      Imagination, Inc., a Missouri corporation.

     

    "Incur"
      means
      issue, assume, guarantee, incur or otherwise become liable for; provided,
      however,
      that
      any Indebtedness or Stock of a Person existing at the time such Person becomes
      a
      Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall
      be
      deemed to be Incurred by such Person at the time it becomes a Subsidiary. The
      terms “Incurrence” or “Incurred” shall have the meanings correlative thereto.


     

    "Indebtedness"
      means,
      with respect to any Person: (i) the principal and premium (if any) of any
      indebtedness of such Person, whether or not contingent: (a) in respect of
      borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments
      or letters of credit or bankers' acceptances (or, without duplication,
      reimbursement agreements in respect thereof), (c) representing the deferred
      and
      unpaid purchase price of any property, which purchase price is due more than
      six
      months after the date of placing the property in service or taking delivery
      and
      title thereto, (d) in respect of Capital Lease Obligations or (e) representing
      any Hedging Obligations, if and to the extent that any of the foregoing
      Indebtedness (other than letters of credit and Hedging Obligations) would appear
      as a liability on a balance sheet (excluding the footnotes thereto) of such
      Person prepared in accordance with GAAP; (ii) to the extent not otherwise
      included, any Guaranteed Indebtedness as to such Person (other than by
      endorsement of negotiable instruments for collection in the ordinary course
      of
      business and other than Guaranteed Indebtedness with respect to which the
      primary obligation is not itself Indebtedness); and (iii) to the extent not
      otherwise included, Indebtedness of another Person secured by a Lien on any
      asset owned by such Person (whether or not such Indebtedness is assumed by
      such
      Person); provided,
      however,
      that
      the amount of such Indebtedness will be the lesser of (a) the Fair Market Value
      of such asset at such date of determination and (b) the amount of such
      Indebtedness of such other Person; provided,
      further,
      that
      any obligation of Borrower or any Subsidiary in respect of account credits
      to
      participants under the LTIP or any successor or similar compensation plan,
      shall
      be deemed not to constitute Indebtedness.

     

    "Indemnified
      Liabilities"
      has the
      meaning ascribed to it in Section
      1.13.

     

    "Indemnified
      Person"
      has the
      meaning ascribed to it in Section 1.13.

     

    "Index
      Rate"
      means,
      for any day, a floating rate equal to the higher of (i) the rate publicly quoted
      from time to time by The Wall Street Journal
      as the
“prime rate”
(or,
      if
The Wall Street
      Journal
      ceases
      quoting a prime rate, the highest per annum rate of interest published by the
      Federal Reserve Board in Federal Reserve statistical release H.15 (519)
      entitled “Selected Interest Rates” as the Bank prime loan rate or its
      equivalent) and (ii) the Federal Funds Rate plus 50 basis points per annum.
      Each
      change in any interest rate provided for in the Agreement based upon the Index
      Rate shall take effect at the time of such change in the Index
      Rate.


    
      
        
        

      

      
        A-22

        
          

        

      

      
        
        

      

    

     

    "Index
      Rate Loan"
      means a
      Loan or portion thereof bearing interest by reference to the Index
      Rate.

     

    "Initial
      IDS Common Stock"
      means
      (i) the shares of the Class A common stock of Borrower issued on the Original
      Closing Date pursuant to the Registration Statement and which comprise a portion
      of the Initial IDS Securities and (ii) the shares of the Class A common stock
      of
      Borrower issued after the Original Closing Date as part of the Initial IDS
      Securities required to be issued pursuant to the Investor Rights Agreement
      upon
      exchange of any Class B common stock of Borrower issued on the Original Closing
      Date as part of the Original Related Transactions.

     

    "Initial
      IDS Documents"
      means
      the Registration Statement, the Initial IDS Securities, the Initial IDS
      Subordinated Notes Documents and the other documents and agreements entered
      into
      in connection with the issuance of Initial IDS Securities or Initial IDS
      Subordinated Notes.

     

    "Initial
      IDS Securities"
      means
      income deposit securities of Borrower comprised of one share of Initial IDS
      Common Stock and a certain principal amount of Initial IDS-Linked Subordinated
      Notes.

     

    "Initial
      IDS-Linked Subordinated Notes"
      means
      (i) the senior subordinated notes of Borrower issued on the Original Closing
      Date pursuant to the Initial IDS Subordinated Notes Indenture as part of the
      Original Related Transactions and which comprise a portion of the Initial IDS
      Securities and (ii) the senior subordinated notes of Borrower issued after
      the
      Closing Date pursuant to the Initial IDS Subordinated Notes Indenture as part
      of
      Initial IDS Securities required to be issued pursuant to the Investor Rights
      Agreement upon exchange of any Class B common stock of Borrower issued on the
      Original Closing Date as part of the Original Related Transactions.

     

    "Initial
      IDS Subordinated Notes"
      means
      (i) the Initial IDS-Linked Subordinated Notes and (ii) the Initial
      Non-IDS-Linked Subordinated Notes.

     

    "Initial
      IDS Subordinated Notes Documents"
      means
      the Initial IDS Subordinated Notes, the Initial IDS Subordinated Notes Indenture
      and each other document executed by any Credit Party pursuant to any such
      document. 

     

    "Initial
      IDS Subordinated Notes Indenture"
      means
      the Indenture dated as of December 21, 2004, between Borrower, as issuer, the
      Subsidiaries of Borrower party thereto, as guarantors, and the Initial IDS
      Subordinated Notes Trustee.

     

    "Initial
      IDS Subordinated Notes Trustee"
      means
      Wells Fargo Bank, National Association, as indenture trustee pursuant to the
      Initial IDS Subordinated Notes Indenture.

     

    "Initial
      Non-IDS-Linked Subordinated Notes"
      means
      the senior subordinated notes of Borrower issued on the Original Closing Date
      pursuant to the Initial IDS Subordinated Notes Indenture as part of the Original
      Related Transactions but which do not comprise a portion of Initial IDS
      Securities.


    
      
        
        

      

      
        A-23

        
          

        

      

      
        
        

      

    

     

    "Instruments"
      means
      all "instruments," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located, and, in any event, including
      all
      certificates of deposit, and all promissory notes and other evidences of
      indebtedness, other than instruments that constitute, or are a part of a group
      of writings that constitute, Chattel Paper.

     

    "Intellectual
      Property"
      means
      any and all Licenses, Patents, Copyrights, Trademarks, and the goodwill
      associated with such Trademarks.

     

    "Intercompany
      Notes"
      has the
      meaning ascribed to it in Section
      6.3.

     

    "Interest
      Deferral Period"
      means,
      with respect to any period (for these purposes, the "subject
      period")
      consisting of one or more consecutive, four-Fiscal Quarter periods of Borrower
      as of the end of which either (a) the Consolidated Fixed Charge Coverage Ratio
      is less than 1.09 to 1.00 or (b) the Consolidated Senior Leverage Ratio is
      greater than 3.95 to 1.00, the period commencing on the date Borrower is
      required to deliver a Compliance Certificate pursuant to Section
      4.1
      in
      respect of the first such four-quarter period in such subject period and ending
      on the date on which Borrower delivers a Compliance Certificate pursuant to
      Section
      4.1
      in
      respect of the last Fiscal Quarter of Borrower in such subject
      period.
      

     

    "Interest
      Payment Date"
      means
      (a) as to any Index Rate Loan, each March 21, June 21, September 21 and December
      21; and (b) as to any LIBOR Loan, the last day of the applicable LIBOR Period,
      provided,
      that in
      the case of any LIBOR Period greater than three months in duration, interest
      shall be payable at three month intervals and on the last day of such LIBOR
      Period; and provided further
      that, in
      addition to the foregoing, each of (x) the date upon which all of the
      Commitments have been terminated and the Loans have been paid in full and (y)
      the Commitment Termination Date shall be deemed to be an "Interest
      Payment Date"
      with
      respect to any interest that has then accrued under the Agreement. 

     

    "Interest
      Rate Protection Agreements"
      has the
      meaning ascribed to it in Section
      5.10.

     

    "Inventory"
      means
      any "inventory," as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, wherever located, and in any event including
      inventory, merchandise, goods and other tangible personal property that are
      held
      by or on behalf of any Credit Party for sale or lease or are furnished or are
      to
      be furnished under a contract of service, or that constitute raw materials,
      work
      in process, finished goods, returned goods, supplies or materials of any kind,
      nature or description used or consumed or to be used or consumed in such Credit
      Party's business or in the processing, production, packaging, promotion,
      delivery or shipping of the same, including all supplies and embedded
      software.

     

    "Investment
      Company Act of 1940"
      means
      the Investment Company Act of 1940, 15 U.S.C. §§ 80a-1, et
      seq.


    
      
        
        

      

      
        A-24

        
          

        

      

      
        
        

      

    

     

    "Investment
      Property"
      means
      all "investment property," as such term is defined in the Code, now owned or
      hereafter acquired by any Credit Party, wherever located, including (i) all
      securities, whether certificated or uncertificated, including stocks, bonds,
      interests in limited liability companies, partnership interests, treasuries,
      certificates of deposit, and mutual fund shares; (ii) all securities
      entitlements of any Credit Party, including the rights of such Credit Party
      to
      any securities account and the financial assets held by a securities
      intermediary in such securities account and any free credit balance or other
      money owing by any securities intermediary with respect to that account; (iii)
      all securities accounts of any Credit Party; (iv) all commodity contracts of
      any
      Credit Party; and (v) all commodity accounts held by any Credit
      Party.

     

    "Investments"
      means,
      with respect to any Person, all investments by such Person in other Persons
      (including Affiliates) in the form of loans (including guarantees), advances
      or
      capital contributions (excluding accounts receivable, trade credit and advances
      to customers and commission, travel and similar advances to officers, employees
      and consultants made in the ordinary course of business), purchases or other
      acquisitions for consideration (including agreements providing for the
      adjustment of purchase price) of Indebtedness, Stock or other securities issued
      by any other Person and investments that are required by GAAP to be classified
      on the balance sheet of Borrower in the same manner as the other investments
      included in this definition to the extent such transactions involve the transfer
      of cash or other property by such Person to such other Person. The amount of
      any
      Investment shall be the original cost of such Investment plus the cost of all
      additions thereto, without any adjustment for increases or decreases in value,
      or write-ups, write-downs or write-offs with respect to such
      Investment.

     

    "Investor
      Rights Agreement"
      means
      the Investor Rights Agreement dated as of December 21, 2004 among Borrower
      and
      the holders of Borrower's Class B common stock on the Original Closing
      Date.

     

    “IPTV
      Capital Expenditures”
means
      Consolidated Capital Expenditures by the Credit Parties to upgrade their network
      to provide internet protocol television to the extent reasonably satisfactory
      to
      the Administrative Agent, but in any event excluding expenditures related to
      customer premise equipment.

     

    "IRC"
      means
      the Internal Revenue Code of 1986, as amended, and all regulations promulgated
      thereunder.

     

    "IRS"
      means
      the Internal Revenue Service.

     

    "Joinder
      Agreement"
      means a
      joinder agreement substantially in the form of Exhibit
      6.23
      to the
      Agreement.

     

    "Joinder
      to Credit Agreement"
      means
      the Joinder to Credit Agreement dated as of the Second Restatement Closing
      Date
      executed by each of the Country Road Entities in favor of Agent, on behalf
      of
      itself and Lenders.

     

    "Lenders"
      means
      (a) GE Capital, the other Lenders named on the signature pages of the Agreement,
      and any other Person that becomes a "Lender" hereunder pursuant to Section
      1.16(d)
      or
Section
      9.1(a),
      and (b)
      solely for the purpose of obtaining the benefit of the Liens granted to the
      Agent and the Guaranties made in favor of the Agent, in each case, for the
      benefit of the Lenders under the Collateral Documents, a Person to whom any
      Hedging Obligations in respect of a Secured Rate Contract are owed. For the
      avoidance of doubt, any Person to whom any Hedging Obligations in respect of
      a
      Secured Rate Contract are owed and which does not hold any Loans or Commitments
      shall not be entitled to any other rights as a “Lender” under this Agreement or
      any other Loan Document.


    
      
        
        

      

      
        A-25

        
          

        

      

      
        
        

      

    

     

    "Letter-of-Credit
      Rights"
      means
      "letter-of-credit rights" as such term is defined in the Code, now owned or
      hereafter acquired by any Credit Party, including rights to payment or
      performance under a letter of credit, whether or not such Credit Party, as
      beneficiary, has demanded or is entitled to demand payment or
      performance.

     

    "LIBOR
      Business Day"
      means a
      Business Day on which banks in the City of London are generally open for
      interbank or foreign exchange transactions. 

     

    "LIBOR
      Loan"
      means a
      Loan or any portion thereof bearing interest by reference to the LIBOR
      Rate.

     

    "LIBOR
      Period"
      means,
      with respect to any LIBOR Loan, each period commencing on a LIBOR Business
      Day
      selected by Borrower pursuant to the Agreement and ending one, two, three or
      six
      months thereafter, as selected by Borrower's irrevocable notice to Agent as
      set
      forth in Section
      1.5(e); provided,
      that
      the foregoing provision relating to LIBOR Periods is subject to the
      following:

     

    (a) if
      any
      LIBOR Period would otherwise end on a day that is not a LIBOR Business Day,
      such
      LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless
      the result of such extension would be to carry such LIBOR Period into another
      calendar month in which event such LIBOR Period shall end on the immediately
      preceding LIBOR Business Day;

     

    (b) any
      LIBOR
      Period that would otherwise extend beyond the Commitment Termination Date shall
      end two (2) LIBOR Business Days prior to such date;

     

    (c) any
      LIBOR
      Period that begins on the last LIBOR Business Day of a calendar month (or on
      a
      day for which there is no numerically corresponding day in the calendar month
      at
      the end of such LIBOR Period) shall end on the last LIBOR Business Day of a
      calendar month;

     

    (d) Borrower
      shall select LIBOR Periods so as not to require a payment or prepayment of
      any
      LIBOR Loan during a LIBOR Period for such Loan; and

     

    (e) Borrower
      shall select LIBOR Periods so that there shall be no more than six (6) separate
      LIBOR Loans in existence at any one time.


    
      
        
        

      

      
        A-26

        
          

        

      

      
        
        

      

    

     

    "LIBOR
      Rate"
      means
      for each LIBOR Period, a rate of interest determined by Agent equal
      to:

     

    (a) the
      offered rate for deposits in Dollars for the applicable LIBOR Period that
      appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time), on
      the second full LIBOR Business Day next preceding the first day of such LIBOR
      Period (unless such date is not a Business Day, in which event the next
      succeeding Business Day will be used); divided by

     

    (b) a
      number
      equal to 1.0 minus
      the
      aggregate (but without duplication) of the rates (expressed as a decimal
      fraction) of reserve requirements in effect on the day that is two (2) LIBOR
      Business Days prior to the beginning of such LIBOR Period (including basic,
      supplemental, marginal and emergency reserves under any regulations of the
      Federal Reserve Board or other Governmental Authority having jurisdiction with
      respect thereto, as now and from time to time in effect) for Eurocurrency
      funding (currently referred to as "Eurocurrency Liabilities" in Regulation
      D of
      the Federal Reserve Board) that are required to be maintained by a member bank
      of the Federal Reserve System. 

     

    If
      such
      interest rates shall cease to be available from Reuters, the LIBOR Rate shall
      be
      determined from such financial reporting service or other information as shall
      be acceptable to Agent.

     

    "License"
      means
      any Copyright License, Patent License, Trademark License or other license of
      rights or interests now held or hereafter acquired by any Credit
      Party.

     

    "Lien"
      means
      any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
      arrangement, lien, charge, security interest, easement or encumbrance, or
      priority or other security agreement or preferential arrangement of any kind
      or
      nature whatsoever (including any lease or title retention agreement, any
      financing lease having substantially the same economic effect as any of the
      foregoing, and the filing of, or agreement to give, any financing statement
      perfecting a security interest under the Code or comparable law of any
      jurisdiction).

     

    "Litigation"
      has the
      meaning ascribed to it in Section
      3.13.

     

    "Loan
      Account"
      has the
      meaning ascribed to it in Section
      1.12.

     

    "Loan
      Documents"
      means
      the Agreement, the Notes, the Collateral Documents, the Fee Letter, the M&A
      Software License, the Software Amendment and Consent and all other agreements,
      instruments, documents and certificates identified in the Closing Checklist
      executed and delivered to, or in favor of, Agent or any Lenders and including
      all other pledges, powers of attorney, consents, assignments, contracts,
      notices, and all other written matter whether heretofore, now or hereafter
      executed by or on behalf of any Credit Party, or any employee of any Credit
      Party, and delivered to Agent or any Lender in connection with the Agreement
      or
      the transactions contemplated thereby. 


    
      
        
        

      

      
        A-27

        
          

        

      

      
        
        

      

    

     

    "Loans"
      means
      the Revolving Loan, the Swing Line Loan and the Term Loan.

     

    "LTIP"
      means
      any long-term incentive or similar compensation plan maintained by Borrower
      or
      its Subsidiaries. 

     

    "M&A
      Software License"
      means
      that certain License Agreement for Software Programs, executed by Martin and
      Associates, Inc. dated June 14, 1999 and by OTELCO Telephone, LLC dated June
      18,
      1999.

     

    "Management
      Group"
      means
      the group consisting of the directors, executive officers and other personnel
      of
      Borrower on the Second Restatement Closing Date.

     

    "Margin
      Stock"
      has the
      meaning ascribed to it in Section
      3.10.

     

    "Material
      Adverse Effect"
      means a
      material adverse effect on (a) the business, assets, operations or financial
      or
      other condition of the Credit Parties considered as a whole, (b) Borrower’s
      ability to pay any of the Loans or any of the other Obligations in accordance
      with the terms of the Agreement or the ability of any Credit Party to perform
      any of its other obligations under the Loan Documents, (c) the Collateral or
      Agent's Liens, on behalf of itself and Lenders, on the Collateral or the
      priority of such Liens, or (d) Agent's or any Lender's rights and remedies
      under
      the Agreement and the other Loan Documents. 

     

    "Material
      Real Estate"
      means
      (i) the Real Estate subject to any Mortgage, (ii) any Real Estate having a
      value
      in excess of $250,000, (iii) any Real Estate leased, subleased or used by any
      Credit Party with respect to which the aggregate annual payments therefor exceed
      $300,000, and/or (iv) any Real Estate that the Requisite Lenders have determined
      is material to the business, operations, assets or financial condition of the
      Credit Parties.

     

    "Maximum
      Amount"
      means,
      as of any date of determination, an amount equal to the Revolving Loan
      Commitment of all Lenders as of that date. 

     

    "Mid-Maine
      Acquisition"
      means
      the acquisition by Borrower of all the Stock of Mid-Maine Holdco pursuant to
      the
      terms of the Mid-Maine Acquisition Agreement.

     

    "Mid-Maine
      Holdco"
      means
      Mid-Maine Communications, Inc., a Delaware corporation.

     

    "Mid-Maine
      Telecom"
      means
      Mid-Maine Telecom, Inc., a Maine corporation and a Wholly Owned Subsidiary
      of
      Mid-Maine Holdco.

     

    "Mid-Maine
      Telplus"
      means
      Mid-Maine TelPlus, a Maine corporation and a Wholly Owned Subsidiary of
      Mid-Maine Holdco.

     

    
      
        
        

      

      
        A-28

        
          

        

      

      
        
        

      

    

     

    "Mid-Missouri
      Acquisition"
      means
      the acquisition by Borrower of all of the Stock of Mid-Missouri Holding pursuant
      to the terms of the Mid-Missouri Acquisition Agreement.

     

    "Mid-Missouri
      Holding"
      means
      Mid-Missouri Holding Corp., a Delaware corporation. 

     

    "Mid-Missouri
      Telephone"
      means
      Mid-Missouri Telephone Company, a Missouri corporation.

     

    "Monthly
      Allocated Tax Amount"
      has the
      meaning specified for such term in the definition of "Consolidated Fixed
      Charges." 

     

    "Moody's"
      means
      Moody's
      Investors Service, Inc., and any successor rating agency.

     

    "Mortgage
      Amendments"
      means
      amendments reasonably acceptable to Agent to all mortgages of record relating
      to
      the Material Real Estate that are in favor of Agent and Lenders.

     

    "Mortgaged
      Properties"
      has the
      meaning assigned to it in Annex
      D-1.

     

    "Mortgages"
      means
      each of the mortgages, deeds of trust, leasehold mortgages, leasehold deeds
      of
      trust, collateral assignments of leases or other real estate security documents
      delivered by any Credit Party to Agent on behalf of itself and Lenders with
      respect to the Mortgaged Properties, all in form and substance reasonably
      satisfactory to Agent.

     

    "Multiemployer
      Plan"
      means a
      "multiemployer plan" as defined in Section 4001(a)(3) of ERISA, and to which
      any
      Credit Party or ERISA Affiliate is making, is obligated to make or has made
      or
      been obligated to make, contributions on behalf of participants who are or
      were
      employed by any of them.

     

    "Multiple
      Employer Plan"
      means a
      "section 413(c) plan" as defined in Treasury Regulations Section 1.413-2 and
      to
      which any Credit Party or ERISA Affiliate is making, is obligated to make or
      has
      made or been obligated to make, contributions on behalf of participants who
      are
      or were employed by any of them.

     

    "Net
      Cash Proceeds"
      means:


     

    (a)
      with
      respect to any Disposition, (i) the aggregate amount of cash proceeds received
      by any Credit Party in respect of such Disposition (including any cash proceeds
      received at any time by any Credit Party as income or other proceeds of any
      noncash proceeds or other consideration in respect of any Disposition as and
      when received), less
      (ii) the
      sum without duplication of the following amounts, but only to the extent not
      already deducted in arriving at the amount referred to in clause (a)(i) above:
      (A) commissions and other reasonable and customary transaction costs, fees
      and
      expenses properly attributable to such Disposition and payable by any Credit
      Party in connection therewith (in each case, paid to non-Affiliates); (B) taxes
      payable by any Credit Party in connection with such Disposition; (C) amounts
      payable by any Credit Party to holders of senior Liens (to the extent such
      Liens
      constitute Permitted Encumbrances hereunder), if any, on the Property that
      is
      the subject of such Disposition and required to be, and which is, repaid by
      any
      Credit Party under the terms thereof as a result thereof (including in order
      to
      obtain the consent of such holders to make such Disposition); (D) an appropriate
      reserve for indemnities, purchase price adjustments and other contingent
      liabilities in accordance with GAAP in connection with such Disposition; and
      (E)
      an appropriate reserve for income taxes in accordance with GAAP in connection
      with respect of such Disposition; provided
      that the
      reversal of any such reserve shall be deemed to be cash proceeds received by
      a
      Credit Party in respect of such Disposition; and


    
      
        
        

      

      
        A-29

        
          

        

      

      
        
        

      

    

     

    (b)
      with
      respect to any Debt Issuance or Stock Issuance, the gross amount of cash
      proceeds paid to or received by any Credit Party in respect of such Debt
      Issuance or Stock Issuance as the case may be (including any cash proceeds
      received at any time by any Credit Party as income or other proceeds of any
      noncash proceeds or other consideration in respect of any Debt Issuance or
      Stock
      Issuance as and when received), net of underwriting discounts and commissions
      and other reasonable costs and expenses directly incurred by such Credit Party
      and paid to non-Affiliates in connection therewith.

     

    "Net
      Income"
      means,
      with respect to any Person, the net income (loss) of such Person, determined
      in
      accordance with GAAP and before any reduction in respect of Preferred Stock
      dividends.

     

    "Non-Funding
      Lender"
      means
      any Lender that has failed to fund all payments and Advances required to be
      made
      by it and purchased all participations required to be purchased by it under
      the
      Agreement and the other Loan Documents.

     

    "Notes"
      means,
      collectively, the Revolving Notes, the Swing Line Note and the Term
      Notes.

     

    "Notice
      of Conversion/Continuation"
      has the
      meaning ascribed to it in Section
      1.5(e).

     

    "Notice
      of Revolving Credit Advance"
      has the
      meaning ascribed to it in Section
      1.1(a).

     

    "Notice
      of Swing Line Advance"
      has the
      meaning ascribed to it in Section
      1.1(c).

     

    "Obligations"
      means
      all loans, advances, debts, liabilities and obligations, for the performance
      of
      covenants, tasks or duties or for payment of monetary amounts (whether or not
      such performance is then required or contingent, or such amounts are liquidated
      or determinable) owing by any Credit Party to Agent or any Lender, and all
      covenants and duties regarding such amounts, of any kind or nature, present
      or
      future, whether or not evidenced by any note, agreement or other instrument,
      arising under the Agreement or any of the other Loan Documents. This term
      includes all principal, interest (including all interest that accrues after
      the
      commencement of any case or proceeding by or against any Credit Party in
      bankruptcy, whether or not allowed in such case or proceeding), Fees, Hedging
      Obligations of Borrower to a Secured Swap Provider pursuant to a Secured Rate
      Contract, Charges, expenses, attorneys' fees and any other sum chargeable to
      any
      Credit Party under the Agreement or any of the other Loan
      Documents.


    
      
        
        

      

      
        A-30

        
          

        

      

      
        
        

      

    

     

    "Omnibus
      Reaffirmation Agreement"
      means
      the Omnibus Reaffirmation Agreement dated as of the Second Restatement Closing
      Date executed by each of the Credit Parties (other than the Country Road
      Entities) in favor of Agent, on behalf of itself and Lenders.

     

    "Original
      Closing Date"
      means
      December 21, 2004.

     

    "Original
      Credit Agreement"
      has the
      meaning ascribed to it in the recitals to this Agreement.

     

    "Original
      Credit Parties"
      means
      all Credit Parties other than the Country Road Entities.

     

    "Original
      Loan Documents"
      means
      the Loan Documents (as defined in the Original Credit Agreement).

     

    "Original
      Related Transactions Documents"
      means
      the Related Transactions Documents (as defined in the Original Credit
      Agreement).

     

    "Original
      Related Transactions"
      means
      the Related Transactions (as defined in the Original Credit
      Agreement).

     

    "Original
      Term Loan"
      has the
      meaning set forth in Section 1.1(b)(i).

     

    "Page
      and Kiser Communications"
      means
      Page and Kiser Communications, Inc., an Alabama corporation. 

     

    "Patent
      License"
      means
      rights under any written agreement now owned or hereafter acquired by any Credit
      Party granting any right with respect to any invention on which a Patent is
      in
      existence.

     

    "Patent
      Security Agreements"
      means
      the Patent Security Agreements made in favor of Agent, on behalf of itself
      and
      Lenders, by each applicable Credit Party.

     

    "Patents"
      means
      all of the following in which any Credit Party now holds or hereafter acquires
      any interest: (a) all letters patent of the United States or any other country,
      all registrations and recordings thereof, and all applications for letters
      patent of the United States or of any other country, including registrations,
      recordings and applications in the United States Patent and Trademark Office
      or
      in any similar office or agency of the United States, any State or any other
      country, and (b) all reissues, continuations, continuations-in-part or
      extensions thereof.


    
      
        
        

      

      
        A-31

        
          

        

      

      
        
        

      

    

     

    "PBGC"
      means
      the Pension Benefit Guaranty Corporation.

     

    "Pension
      Plan"
      means a
      Plan described in Section 3(2) of ERISA.

     

    "Permitted
      Acquisition"
      has the
      meaning ascribed to it in Section
      6.1(b).
      

     

    "Permitted
      Additional Subordinated Debt"
      means
      Indebtedness of Borrower evidenced by a new issue of unsecured, subordinated
      debt securities of Borrower, so long as (a) such Indebtedness has a final
      maturity no earlier than two years after the Final Maturity Date and no
      amortization prior to two years after the Final Maturity Date; (b) such
      Indebtedness does not (i) have guarantors that are not Subsidiary Guarantors,
      (ii) have obligors other than Borrower or (iii) provide for security; (c)
      the subordination provisions, standstill provisions and remedies of such
      Indebtedness are identical to (or, from the perspective of the Lenders, more
      favorable than) those which applied to the Initial IDS-Linked Subordinated
      Notes
      issued on the Original Closing Date; (d) such Indebtedness has covenants,
      defaults and other terms that are not, taken as a whole, less favorable to
      Borrower and its Subsidiaries than those which applied to the Initial IDS-Linked
      Subordinated Notes issued on the Original Closing Date; (e) the documentation
      governing such Indebtedness is otherwise reasonably satisfactory to Agent (it
      being understood that documentation substantially identical to the Initial
      IDS
      Subordinated Notes Documents shall be reasonably satisfactory to Agent); and
      (f)
      such Indebtedness is issued in accordance with Section
      6.3(a)(vii).

     

    "Permitted
      Encumbrances"
      means
      the following encumbrances: (a) Liens for taxes or assessments or other
      governmental Charges not yet due and payable or which are being contested in
      accordance with Section
      5.2(b);
      (b)
      pledges or deposits of money securing statutory obligations under workmen's
      compensation, unemployment insurance, social security or public liability laws
      or similar legislation (excluding Liens under ERISA); (c) pledges or deposits
      of
      money securing bids, tenders, contracts (other than contracts for the payment
      of
      money) or leases to which any Credit Party is a party as lessee made in the
      ordinary course of business; (d) inchoate and unperfected workers', mechanics'
      or similar liens arising in the ordinary course of business, so long as such
      Liens attach only to Equipment, Fixtures and/or Real Estate; (e) carriers',
      warehousemen's, suppliers' or other similar possessory liens arising in the
      ordinary course of business and securing liabilities in an outstanding aggregate
      amount not in excess of $2,000,000 at any time for all Credit Parties combined,
      so long as such Liens attach only to Inventory; (f) deposits securing, or in
      lieu of, surety, appeal or customs bonds in proceedings to which any Credit
      Party is a party; (g) any attachment or judgment lien not constituting an Event
      of Default under Section
      8.1(j);
      (h)
      zoning restrictions, easements, licenses, or other restrictions on the use
      of
      any Real Estate or other minor irregularities in title (including leasehold
      title) thereto, so long as the same do not materially impair the use, value,
      or
      marketability of such Real Estate; (i) presently existing or hereafter created
      Liens in favor of Agent, on behalf of Lenders; and (j) Liens expressly permitted
      under clauses
      (b) and (c)
      of
Section
      6.7
      of the
      Agreement.

     

    "Permitted
      Holders"
      means
      Seaport Capital and the Management Group.


    
      
        
        

      

      
        A-32

        
          

        

      

      
        
        

      

    

     

    "Person"
      means
      any individual, sole proprietorship, partnership, joint venture, trust,
      unincorporated organization, association, corporation, limited liability
      company, institution, public benefit corporation, other entity or government
      (whether federal, state, county, city, municipal, local, foreign, or otherwise,
      including any instrumentality, division, agency, body or department
      thereof).

     

    "PIK
      Amounts"
      means,
      (a) in respect of any Subsequent IDS Subordinated Notes as to which the
Subsequent
      IDS Subordinated Notes Documents governing such Subsequent IDS Subordinated
      Notes provides that payments
      of interest due and owing in respect of such Subsequent IDS Subordinated Notes
      are not required to be paid in cash, but may instead be paid with a
      payment-in-kind by automatically adding to the outstanding principal amount
      of
      such Subsequent IDS Subordinated Notes an amount equal to the accrued, and
      unpaid, interest on such Subsequent IDS Subordinated Notes, the amount equal
      to
      the aggregate of all paid payment-in-kind interest that is added to the
      outstanding principal of such Subsequent IDS Subordinated Notes, (b) in respect
      of any Permitted Additional Subordinated Debt as to which the Additional
      Subordinated Debt Documents governing such Permitted Additional Subordinated
      Debt provides that payments
      of interest due and owing in respect of such Permitted Additional Subordinated
      Debt are not required to be paid in cash, but may instead be paid with a
      payment-in-kind by automatically adding to the outstanding principal amount
      of
      such Permitted Additional Subordinated Debt an amount equal to the accrued,
      and
      unpaid, interest on such Permitted Additional Subordinated Debt, the amount
      equal to the aggregate of all paid payment-in-kind interest that is added to
      the
      outstanding principal of such Permitted Additional Subordinated Debt, and (c)
      in
      respect of any Indebtedness Incurred pursuant to Section
      6.3(a)(xvi)
      as to
      which the documentation governing such Indebtedness provides that payments
      of
      interest due and owing in respect of such Indebtedness are not required to
      be
      paid in cash, but may instead be paid with a payment-in-kind by automatically
      adding to the outstanding principal amount of such Indebtedness an amount equal
      to the accrued, and unpaid, interest on such Indebtedness, the amount equal
      to
      the aggregate of all paid payment-in-kind interest that is added to the
      outstanding principal of such Indebtedness. 

     

    "Pine
      Tree Holdings"
      means
      Pine Tree Holdings, Inc., a Delaware corporation and a Wholly Owned Subsidiary
      of Country Road.

     

    "Plan"
      means,
      at any time, an "employee benefit plan," as defined in Section 3(3) of ERISA,
      that any Credit Party or ERISA Affiliate maintains, contributes to or has an
      obligation to contribute to on behalf of participants who are or were employed
      by any Credit Party.

     

    "Pledge
      Agreements"
      means
      (i) the Pledge Agreement dated as of December 21, 2004 executed by Borrower
      and
      each other Credit Party that is a signatory thereto in favor of Agent, on behalf
      of itself and Lenders, together with and as modified by the Amendment and
      Joinder to Pledge Agreement, dated as of July 3, 2006, the Amendment and Joinder
      to Pledge Agreement, dated as of Second Restatement Closing Date and any other
      Joinders to Pledge Agreement and Pledge Amendments executed from time to time
      and (ii) any other pledge agreement entered into after the Original Closing
      Date
      by any Credit Party (as required by the Agreement or any other Loan Document).
      


    
      
        
        

      

      
        A-33

        
          

        

      

      
        
        

      

    

     

    "Pledge
      Amendment"
      has the
      meaning ascribed to it in the Pledge Agreements.

     

    "Pledgors"
      has the
      meaning ascribed to it in the Pledge Agreements.

     

    "Preferred
      Stock"
      means
      any Stock with preferential right of payment of dividends or upon liquidation,
      dissolution, or winding up.

     

    "Prior
      Credit Agreement"
      means,
      collectively, the First
      Lien Credit and Guaranty Agreement, dated as of July 15, 2005, by and among,
      Pine Tree Holdings, Inc., War Holdings, Inc., Evans Telephone Holdings, Inc.,
      Granby Holdings, Inc., and CRC Communications, Inc., as Borrowers, Country
      Road
      Communications LLC, Country Road Management, Inc., and certain subsidiaries
      of
      the Borrowers, as guarantors, Prior Lenders, Royal Bank of Scotland plc, as
      sole
      book runner, administrative agent and collateral agent, RBS Securities
      Corporation, as sole lead arranger, CoBank ACB, as syndication agent, and GE
      Corporation, as documentation agent; and the Second Lien Credit and Guaranty
      Agreement, dated as of July 15, 2005, by and among, Pine Tree Holdings, Inc.,
      War Holdings, Inc., Evans Telephone Holdings, Inc., Granby Holdings, Inc.,
      and
      CRC Communications, Inc., as Borrowers, Country Road Communications LLC, Country
      Road Management, Inc., and certain subsidiaries of the Borrowers, as guarantors,
      Prior Lenders, Royal Bank of Scotland plc, as sole book runner, administrative
      agent and collateral agent, and RBS Securities Corporation, as sole lead
      arranger.

    


    "Prior
      Credit Agreement Documents"
      means
      the Prior Credit Agreement,
      together with each other agreement, instrument or document executed and
      delivered in connection therewith or pursuant thereto (including the "Loan
      Documents" as defined in the Prior Credit Agreement).

     

    "Prior
      Lenders"
      means
The
      Royal
      Bank of Scotland PLC and any
      other
      lender party to the Prior Credit Agreement.

     

    "Prior
      Lender Obligations"
      means
      all obligations of Borrower and the other Credit Parties arising under or in
      connection with any of the Prior Credit Agreement Documents.

     

    "Proceeds"
      means
      "proceeds," as such term is defined in the Code, including (a) any and all
      proceeds of any insurance, indemnity, warranty or guaranty payable to any Credit
      Party from time to time with respect to any of the Collateral, (b) any and
      all
      payments (in any form whatsoever) made or due and payable to any Credit Party
      from time to time in connection with any requisition, confiscation,
      condemnation, seizure or forfeiture of all or any part of the Collateral by
      any
      Governmental Authority (or any Person acting under color of governmental
      authority), (c) any claim of any Credit Party against third parties (i) for
      past, present or future infringement of any Patent or Patent License, or (ii)
      for past, present or future infringement or dilution of any Copyright, Copyright
      License, Trademark or Trademark License, or for injury to the goodwill
      associated with any Trademark or Trademark License, (d) any recoveries by any
      Credit Party against third parties with respect to any litigation or dispute
      concerning any of the Collateral, including
      claims arising out of the loss or nonconformity of, interference with the use
      of, defects in, or infringement of rights in, or damage to, Collateral, (e)
      all
      amounts collected on, or distributed on account of, other Collateral,
      including
      dividends, interest, distributions and Instruments with respect to Investment
      Property and pledged Stock, and (f) any and all other amounts,
      rights
      to payment or other property acquired upon the sale, lease, license, exchange
      or
      other disposition of Collateral and all rights arising out of
      Collateral.


    
      
        
        

      

      
        A-34

        
          

        

      

      
        
        

      

    

     

    "Pro
      Forma"
      means
      the unaudited consolidated balance sheet of Borrower and its Subsidiaries as
      of
      the Second Restatement Financial Test Date after giving pro forma effect to
      the
      Second Restatement Related Transactions. 

     

    "Pro
      Forma Basis"
      means,
      for purposes of determining compliance with any financial covenant or test
      hereunder, determining whether the conditions to the Incurrence of Indebtedness
      pursuant to Section
      6.3
      have
      been met and determining whether the conditions precedent to a Permitted
      Acquisition have been met, that the subject transaction shall be deemed to
      have
      occurred as of the first day of the four consecutive fiscal quarters most
      recently ended for which annual or quarterly financial statements shall have
      been delivered in accordance with the provisions hereof (the "Reference
      Period").
      For
      purposes of making calculations on a "Pro Forma Basis" hereunder, (a) any
      Permitted Acquisition shall be calculated on a pro forma basis assuming that
      such Permitted Acquisition had occurred on the first day of the Reference
      Period, provided
      that any
      adjustments made that are not permitted pursuant to Regulation S-X under the
      Securities Act of 1933 shall be subject to the consent of Agent, (b) any
      Indebtedness to be Incurred by any Person in connection with the consummation
      of
      any Debt Issuance or Permitted Acquisition will be assumed to have been Incurred
      on the first day of the Reference Period, (c) the gross interest expenses,
      determined in accordance with GAAP, with respect to such Indebtedness assumed
      to
      have been Incurred on the first day of the Reference Period that bears interest
      at a floating rate shall be calculated at the current rate under the agreement
      governing such Indebtedness (including this Agreement if the Indebtedness is
      Incurred hereunder), and (d) any gross interest expense, determined in
      accordance with GAAP, Incurred during the Reference Period that was or is to
      be
      refinanced with proceeds of Indebtedness assumed to have been Incurred as of
      the
      first day of the Reference Period will be excluded from the calculation for
      which a Pro Forma Basis is being given.

     

    "Projections"
      means
      Borrower's forecasted consolidated: (a) balance sheets; (b) profit and loss
      statements; and (c) cash flow statements, in each case delivered to the Lenders
      prior to the Second Restatement Closing Date.

     

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


    
      
        
        

      

      
        A-35

        
          

        

      

      
        
        

      

    

     

    "Pro
      Rata Share"
      means
      with respect to all matters relating to any Lender (a) with respect to the
      Revolving Loan, the percentage obtained by dividing (i) the Revolving Loan
      Commitment of that Lender by (ii) the aggregate Revolving Loan Commitments
      of
      all Lenders, (b) with respect to the Term Loan, the percentage obtained by
      dividing (i) the Total Term Loan Commitment of that Lender by (ii) the aggregate
      Total Term Loan Commitments of all Lenders, as any such percentages may be
      adjusted by assignments permitted pursuant to Section
      9.1,
      (c)
      with respect to all Loans, the percentage obtained by dividing (i) the aggregate
      Commitments of that Lender by (ii) the aggregate Commitments of all Lenders,
      and
      (d) with respect to all Loans on and after the Commitment Termination Date,
      the
      percentage obtained by dividing (i) the aggregate outstanding principal balance
      of the Loans held by that Lender, by (ii) the outstanding principal balance
      of
      the Loans held by all Lenders.

     

    "PUC"
      means
      any state Governmental Authority that exercises jurisdiction over the rates
      or
      services or the acquisition, ownership, construction or operation of any
      telecommunications systems or over Persons who own, construct or operate a
      telecommunications system, in each case by reason of the nature or type of
      the
      business subject to regulation and not pursuant to laws and regulations of
      general applicability to Persons conducting business in such state, including,
      without limitation, the PUC of Alabama, the PUC of Missouri, the Department
      of
      Telecommunications and Cable of Massachusetts, the PUC of New Hampshire, Public
      Services Commission of West Virginia and the Public Utilities Commission of
      Maine.

     

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

     

    "PUC
      Restricted Subsidiary"
      means
      Mid-Missouri Telephone, Mid-Maine Telecom and War Acquisition.

     

    "Qualified
      Plan"
      means a
      Pension Plan that is intended to be tax-qualified under Section 401(a) of the
      IRC.

     

    "Qualified
      Assignee"
      means
      (a) any Lender, any Affiliate (as defined in clause (a) and/or (b) of the
      definition of "Affiliate" in this Annex
      A)
      of any
      Lender and, with respect to any Lender that is an investment fund that invests
      in commercial loans, any other investment fund that invests in commercial loans
      and that is managed or advised by the same investment advisor as such Lender
      or
      by an Affiliate (as defined in clause (a) and/or (b) of the definition of
      "Affiliate" in this Annex
      A)
      of such
      investment advisor, and (b) any commercial bank, savings and loan association
      or
      savings bank or any other entity which is an "accredited investor" (as defined
      in Regulation D under the Securities Act) which extends credit or buys loans
      as
      one of its businesses, including insurance companies, mutual funds, lease
      financing companies and commercial finance companies, in each case, which has
      a
      rating of BBB or higher from S&P and a rating of Baa2 or higher from Moody's
      at the date that it becomes a Lender and which, through its applicable lending
      office, is capable of lending to Borrower without the imposition of any
      withholding or similar taxes greater than those taxes imposed by the assigning
      Lender at the time of such assignment; provided
      that no
      Person or Affiliate (as defined in clause (a) and/or (b) of the definition
      of
      "Affiliate" in this Annex
      A)
      of such
      Person (other than a Person that is already a Lender) holding Subordinated
      Debt
      or Stock issued by any Credit Party shall be a Qualified
      Assignee.


    
      
        
        

      

      
        A-36

        
          

        

      

      
        
        

      

    

     

    “Rate
      Contracts”
means
      swap agreements (as such term is defined in Section 101 of the Bankruptcy Code)
      and any other agreements or arrangements designed to provide protection against
      fluctuations in interest or currency exchange rates.

     

    "Real
      Estate"
      means
      all real property owned, leased, subleased or used by any Credit
      Party.

     

    "Refinancing"
      means
      the repayment in full by Borrower of the Prior Lender Obligations on the
      Original Closing Date.

     

    "Refunded
      Swing Line Loan"
      has the
      meaning ascribed to it in Section
      1.1(c)(iii).

     

    "Registration
      Statement"
      means
      that certain Form S-1 Registration Statement, as amended, of Borrower filed
      with
      the Securities and Exchange Commission under the Securities Act of 1933,
      effective on December 15, 2004, and dated December 16, 2004 in respect of the
      Initial IDS Securities and the Initial IDS Subordinated Notes issued and sold
      by
      Borrower on the Original Closing Date.

     

    "Relationship
      Bank"
      means
      each of the banks specified on Disclosure
      Schedule (3.19)
      on the
      Second Restatement Closing Date and such other bank or banks reasonably
      acceptable to Agent.

     

    "Release"
      means
      any release, spill, emission, leaking, pumping, pouring, emitting, emptying,
      escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching
      or
      migration of Hazardous Material in the indoor or outdoor environment, including
      the movement of Hazardous Material through or in the air, soil, surface water,
      ground water or property.

     

    "Replacement
      Amendment and Consent"
      has the
      meaning ascribed to it in the definition of Replacement Software Required
      Actions.

     

    "Replacement
      Software Agreement"
      has the
      meaning ascribed to it in the definition of Replacement Software Required
      Actions. 

     

    "Replacement
      Software Required Actions"
      means,
      (a) in the case of delivery of a notice of termination under Section 4 of the
      M&A Software License or under any Replacement Software Agreement, (i) no
      later than 60 days after delivery of such notice of termination, the applicable
      Credit Party shall have (A) executed (1) an agreement with a reputable software
      vendor in form and substance reasonably satisfactory to Agent (the "Replacement
      Software Agreement")
      in
      respect of the purchase or license by such Credit Party of software with
      substantially similar functionality (or enhanced functionality) as the software
      subject to the M&A Software License (the "Replacement
      Software")
      and
      (2) an amendment to the Software Amendment and Consent in form and substance
      reasonably satisfactory to Agent (the "Replacement
      Amendment and Consent")
      and
      (B) provided Agent with reasonably satisfactory evidence concerning the proposed
      implementation of the Replacement Software, (ii) no later than 30 days after
      delivery of such notice of termination, Borrower shall have delivered to Agent
      a
      certificate from a Responsible Officer reporting as to the progress of the
      implementation of the Replacement Software and certifying that the
      implementation thereof shall be completed no later than thirty (30) days prior
      to the date of termination of the M&A Software License or Replacement
      Software Agreement, as applicable and (iii) the Replacement Software shall
      have
      become functionally operational in the businesses of the Credit Parties no
      later
      than thirty (30) days prior to the date of termination of the M&A Software
      License or Replacement Software Agreement, as applicable and (b) in the case
      of
      a termination or expiry of the M&A Software License or any Replacement
      Software Agreement, (i) the applicable Credit Party shall have executed a
      Replacement Software Agreement and Replacement Amendment and Consent prior
      to
      such termination or expiry and (ii) the Replacement Software shall have become
      functionally operational in the businesses of the Credit Parties on or prior
      to
      the date of such termination or expiry.


    
      
        
        

      

      
        A-37

        
          

        

      

      
        
        

      

    

     

    "Replacement
      Software"
      has the
      meaning ascribed to it in the definition of Replacement Software Required
      Actions.

     

    "Requisite
      Lenders"
      means
      Lenders having (a) more than 50% of the Commitments of all Lenders, or (b)
      if the Commitments have been terminated, more than 50% of the aggregate
      outstanding amount of the Loans. 

     

    "Requisite
      Revolving Lenders"
      means
      Lenders having (a) more than 50% of the Revolving Loan Commitments of all
      Lenders, or (b) if the Revolving Loan Commitments have been terminated, more
      than 50% of the aggregate outstanding amount of the Revolving Loan.

     

    "Requisite
      Term Lenders"
      means
      Lenders holding more than 50% of the aggregate principal amount of the Term
      Loan
      then outstanding. 

     

    "Reserves"
      means,
      as of any date, any reserve against the Borrowing Availability established
      by
      Agent pursuant to Section
      1.3(b)(ii)
      or
Section
      5.4.

     

    "Responsible
      Officer"
      means
      the chief executive officer, president, chief financial officer, principal
      accounting officer or treasurer of Borrower.


    
      
        
        

      

      
        A-38

        
          

        

      

      
        
        

      

    

     

    "Restricted
      Payment"
      means
      (a) the declaration or payment of any dividend or the Incurrence of any
      liability to make any other payment or distribution of cash or other property
      or
      assets in respect of Stock; (b) any payment on account of the purchase,
      redemption, defeasance, sinking fund or other retirement of any Credit Party's
      Stock or any other payment or distribution made in respect thereof, either
      directly or indirectly; (c) any payment or prepayment of principal of, premium,
      if any, or interest, fees or other charges on or with respect to, and any
      redemption, purchase, retirement, defeasance, sinking fund or similar payment
      and any claim for rescission with respect to, any Subordinated Debt or any
      other
      Indebtedness of any Credit Party subordinated to any of the Obligations; (d)
      any
      payment made to redeem, purchase, repurchase or retire, or to obtain the
      surrender of, any outstanding warrants, options or other rights to acquire
      Stock
      of any Credit Party now or hereafter outstanding; (e) any payment of a claim
      for
      the rescission of the purchase or sale of, or for material damages arising
      from
      the purchase or sale of, any shares of any Credit Party's Stock or of a claim
      for reimbursement, indemnification or contribution arising out of or related
      to
      any such claim for damages or rescission; (f) any payment, loan, contribution,
      or other transfer of funds or other property to any Stockholder or Affiliate
      of
      any Credit Party other than payment of compensation in the ordinary course
      of
      business to Stockholders who are employees of such Credit Party; and (g) any
      payment of management fees (or other fees of a similar nature) by any Credit
      Party to any Stockholder of any Credit Party or its Affiliates.

     

    "Restructuring
      Documents"
      means
      (i) the Certificate of Conversion from a limited liability company to a
      corporation of Rural LEC Acquisition LLC and (ii) the certificate of
      incorporation of Borrower as filed with the Delaware Secretary of State and
      in
      effect on the Original Closing Date.

     

    "Retiree
      Welfare Plan"
      means,
      at any time, a Welfare Plan that provides for continuing coverage or benefits
      for any participant or any beneficiary of a participant after such participant's
      termination of employment, other than continuation coverage provided pursuant
      to
      Section 4980B of the IRC and at the sole expense of the participant or the
      beneficiary of the participant.

     

    "Revolving
      Credit Advance"
      has the
      meaning ascribed to it in Section
      1.1(a)(i).

     

    "Revolving
      Lenders"
      means,
      as of any date of determination, Lenders having a Revolving Loan
      Commitment.

     

    "Revolving
      Loan"
      means,
      at any time, the aggregate amount of Revolving Credit Advances outstanding
      to
      Borrower.

     

    "Revolving
      Loan Commitment"
      means
      (a) as to any Revolving Lender, the aggregate commitment of such Revolving
      Lender to make Revolving Credit Advances as set forth on Annex
      J
      to the
      Agreement or in the most recent Assignment Agreement executed by such Revolving
      Lender and (b) as to all Revolving Lenders, the aggregate commitment of all
      Revolving Lenders to make Revolving Credit Advances, which aggregate commitment
      shall be Fifteen Million Dollars ($15,000,000) on the Second Restatement Closing
      Date, as such amount may be adjusted, if at all, from time to time in accordance
      with the Agreement.

     

    "Revolving
      Note"
      has the
      meaning ascribed to it in Section 1.1(a)(ii).

     

    "Sale/Leaseback
      Transaction"
      means
      an arrangement relating to property now owned or hereafter acquired by Borrower
      or a Subsidiary whereby Borrower or a Subsidiary transfers such property to
      a
      Person and Borrower or such Subsidiary leases it from such Person, other than
      leases between Borrower and a Wholly Owned Subsidiary or between Wholly Owned
      Subsidiaries.


    
      
        
        

      

      
        A-39

        
          

        

      

      
        
        

      

    

     

    "Seaport
      Capital"
      means
      Seaport Capital Partners II, L.P.

     

    "Second
      Restatement Closing Date"
      means
      the date, not later than December 31, 2008, unless otherwise agreed to by the
      Borrower, Agent and the Lenders, on which all of the conditions precedent
      specified in Section 2.1A
      and
Section
      2.1B
      of the
      Agreement are satisfied and the Additional Term Loans are funded under the
      Agreement.

     

    "Second
      Restatement Execution Date”
means
      October 20, 2008.

     

    "Second
      Restatement Financial
      Test Date"
      means
      (a) as it applies to the Borrower, (i) if Borrower has delivered its financial
      statements to the Agent and Lenders for the Fiscal Quarter ending September
      30,
      2008 on or prior to the Second Restatement Closing Date, September 30, 2008,
      and
      (ii) otherwise, June 30, 2008, and (b) as it applies to the Country Road
      Entities, (i) if the Country Road Entities have delivered their financial
      statements to the Agent and Lenders for the Fiscal Quarter ending September
      30,
      2008 on or prior to the Second Restatement Closing Date, September 30, 2008,
      and
      (ii) otherwise, June 30, 2008.

     

    "Second
      Restatement Related Transactions"
      means
      the borrowing of the Additional Term Loan on the Second Restatement Closing
      Date, the borrowing (if any) under the Revolving Loan on the Second Restatement
      Closing Date, the Country Road Acquisition, the payment of all fees, costs
      and
      expenses associated with all of the foregoing and the execution and delivery
      of
      all of the Second Restatement Related Transactions Documents.

     

    "Second
      Restatement Related Transaction Documents"
      means
      the Country Road Acquisition Agreement, the Loan Documents, and all other
      agreements or instruments executed in connection with the Second Restatement
      Related Transactions.

     

    “Secured
      Rate Contract”
means
      any Rate Contract between Borrower and the counterparty thereto, which (i)
      has
      been provided or arranged by GE Capital or an Affiliate of GE Capital, or (ii)
      the Agent has acknowledged in writing constitutes a “Secured Rate Contract”
hereunder. 

     

    “Secured
      Swap Provider”
means
      (i) a Lender or an Affiliate of a Lender (or a Person who was a Lender or an
      Affiliate of a Lender at the time of execution and delivery of a Rate Contract)
      who has entered into a Secured Rate Contract with Borrower, or (ii) a Person
      with whom Borrower has entered into a Secured Rate Contract provided or arranged
      by GE Capital or an Affiliate of GE Capital, and any assignee thereof.


     

    "Securities
      Offering"
      means
      any public or private sale of IDS Securities or common stock or Preferred Stock
      of Borrower (other than Disqualified Stock), other than public offerings with
      respect to IDS Securities or Borrower's Common Stock registered on
      Form S-8. 

     

    
      
        
        

      

      
        A-40

        
          

        

      

      
        
        

      

    

     

    "Security
      Agreement"
      means
      the Security Agreement dated as of December 21, 2004 entered into by and among
      Agent, on behalf of itself and Lenders, and each Credit Party that is a
      signatory thereto, together with and as modified by the Amendment and Joinder
      to
      Security Agreement, dated as of July 3, 2006, the Amendment and Joinder to
      Security Agreement, dated as of the Second Restatement Closing Date and any
      other joinders and amendments to the Security Agreement executed from time
      to
      time.

     

    "Software"
      means
      all "software" as such term is defined in the Code, now owned or hereafter
      acquired by any Credit Party, other than software embedded in any category
      of
      Goods, including all computer programs and all supporting information provided
      in connection with a transaction related to any program.

     

    "Software
      Amendment and Consent"
      means
      the Amendment,
      Consent and Agreement, dated as of the Original Closing Date between Otelco
      Telephone LLC, Martin Group, Inc. (formerly know as Martin and Associates,
      Inc.)
      and Agent, as agent for the Lenders.

     

    "Solvent"
      means,
      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 is not less than the amount
      that
      will be required to pay the probable liability of such Person on its debts
      as
      they become absolute and matured; (c) such Person does not intend to, and does
      not believe that it will, incur debts or liabilities beyond such Person's
      ability to pay as such debts and liabilities mature; and (d) such Person is
      not
      engaged in a business or transaction, and is not about to engage in a business
      or transaction, for which such Person's property would constitute an
      unreasonably small capital. The amount of contingent liabilities (such as
      litigation, guaranties and pension plan liabilities) at any time shall be
      computed as the amount that, in light of all the facts and circumstances
      existing at the time, represents the amount that can be reasonably be expected
      to become an actual or matured liability.

     

    "Stock"
      means
      all shares, options, warrants, general or limited partnership interests,
      membership interests, participations or other equivalents (regardless of how
      designated) of or in a corporation, partnership, limited liability company
      or
      equivalent entity whether voting or nonvoting, including (i) common stock,
      preferred stock or any other "equity security" (as such term is defined in
      Rule
      3a11-1 of the General Rules and Regulations promulgated by the Securities and
      Exchange Commission under the Securities Exchange Act of 1934) and (ii) common
      stock represented by IDS Securities and common stock outstanding upon the
      separation of IDS Securities into the securities represented
      thereby.

     

    "Stock
      Issuance"
      means
      any issuance by any Credit Party of any Stock to any Person or receipt by any
      Credit Party of a capital contribution from any Person, including the issuance
      of Stock pursuant to the exercise of options or warrants and the conversion
      of
      any Indebtedness to Stock. 

     

    
      
        
        

      

      
        A-41

        
          

        

      

      
        
        

      

    

     

    "Stockholder"
      means,
      with respect to any Person, each holder of Stock of such Person. 

     

    "Subordinated
      Debt"
      means
      Indebtedness evidenced by the Initial IDS Subordinated Notes, any Subsequent
      IDS
      Subordinated Notes and any Permitted Additional Subordinated Debt.

     

    "Subordinated
      Debt Documents"
      means
      the Initial IDS Subordinated Notes Documents, any Subsequent IDS Subordinated
      Notes Documents and any Additional Subordinated Debt Documents.

     

    "Subsequent
      IDS Common Stock"
      means
      Class A common stock of Borrower with terms identical to the terms of the
      Initial IDS Common Stock.

     

    "Subsequent
      IDS-Linked Subordinated Notes"
      means
      Indebtedness of Borrower evidenced by a new issue of unsecured, subordinated
      notes of Borrower, so long as (a) such Indebtedness has a final maturity no
      earlier than two years after the Final Maturity Date and no required
      amortizations prior to two years after the Final Maturity Date; (b) such
      Indebtedness does not (i) have guarantors that are not Subsidiary Guarantors,
      (ii) have obligors other than Borrower or (iii) provide for security;
      (c) all other terms of such Indebtedness (including subordination provisions,
      standstill provisions, defaults, remedies, covenants, redemption provisions,
      interest deferral mechanics and other terms but excluding the applicable
      interest rate and the principal amount thereof) are identical to (or, from
      the
      perspective of the Lenders, more favorable than) those which applied to the
      Initial IDS-Linked Subordinated Notes issued on Original Closing Date; (d)
      such
      Indebtedness is incurred concurrently with the issuance of Subsequent IDS Common
      Stock and results in the same proportional allocation between equity and debt
      as
      existed after the issuance of Initial IDS Common Stock and Initial IDS
      Subordinated Notes on the Original Closing Date; (e) the documentation governing
      such Indebtedness is otherwise reasonably satisfactory to Agent (it being
      understood that documentation substantially identical to the Initial IDS
      Subordinated Notes Documents shall be reasonably satisfactory to Agent); and
      (f)
      such Indebtedness is issued in accordance with Section
      6.3(a)(xv).

     

    "Subsequent
      IDS Securities"
      means
      income deposit securities of Borrower comprised of one share of Subsequent
      IDS
      Common Stock and a certain principal amount of Subsequent IDS-Linked
      Subordinated Notes.

     

    "Subsequent
      IDS Subordinated Notes"
      means
      (i) the Subsequent IDS-Linked Subordinated Notes and (ii) the Subsequent
      Non-IDS-Linked Subordinated Notes.

     

    "Subsequent
      IDS Subordinated Notes Documents"
      means
      the Subsequent IDS Subordinated Notes, the Subsequent IDS Subordinated Notes
      Indenture and each other document executed by any Credit Party pursuant to
      any
      such document.

     

    
      
        
        

      

      
        A-42

        
          

        

      

      
        
        

      

    

     

    "Subsequent
      IDS Subordinated Notes Indenture"
      means
      any indenture or similar agreement entered into in connection with the issuance
      of Subsequent IDS Subordinated Notes.

     

    "Subsequent
      Non-IDS-Linked Subordinated Notes"
      means
      Indebtedness of Borrower evidenced by a new issue of unsecured, subordinated
      notes of Borrower issued concurrently with an issuance of Subsequent IDS-Linked
      Subordinated Notes pursuant to a Subsequent IDS Subordinated Notes Indenture
      in
      an aggregate principal amount sufficient to satisfy applicable guidelines of
      tax
      advisors of Borrower, so long as such Indebtedness has terms identical to such
      Subsequent IDS-Linked Subordinated Notes other than not comprising a portion
      of
      Subsequent IDS Securities.

     

    "Subsidiary"
      means,
      with respect to any Person, (a) any corporation of which an aggregate of more
      than 50% of the outstanding Stock having ordinary voting power to elect a
      majority of the board of directors of such corporation (irrespective of whether,
      at the time, Stock of any other class or classes of such corporation shall
      have
      or might have voting power by reason of the happening of any contingency) is
      at
      the time, directly or indirectly, owned legally or beneficially by such Person
      or one or more Subsidiaries of such Person, or with respect to which any such
      Person has the right to vote or designate the vote of 50% or more of such Stock
      whether by proxy, agreement, operation of law or otherwise, and (b) any
      partnership or limited liability company in which such Person and/or one or
      more
      Subsidiaries of such Person shall have an interest (whether in the form of
      voting or participation in profits or capital contribution) of more than 50%
      or
      of which any such Person is a general partner or may exercise the powers of
      a
      general partner. Unless the context otherwise requires, each reference to a
      Subsidiary shall be a reference to a Subsidiary of the Borrower.

     

    "Subsidiary
      Guarantor"
      means
      each Credit Party that is a Guarantor under the Subsidiary
      Guaranty.

     

    "Subsidiary
      Guaranty"
      means
      the Subsidiary Guaranty dated as of December 21, 2004 executed by each
      Subsidiary of Borrower (other than the PUC Restricted Subsidiaries) in favor
      of
      Agent, on behalf of itself and Lenders, together with and as modified by the
      Amendment and Joinder to Subsidiary Guaranty, dated as of July 3, 2006, the
      Amendment and Joinder to Subsidiary Guaranty, dated as of Second Restatement
      Closing Date and any other joinders and amendments to the Subsidiary Guaranty
      executed from time to time.

     

    "Supporting
      Obligations"
      means
      all
      "supporting obligations" as such term is defined in the Code, including letters
      of credit and guaranties issued in support of Accounts, Chattel Paper,
      Documents, General Intangibles, Instruments, or Investment
      Property.

     

    "Swing
      Line Advance"
      has the
      meaning ascribed to it in Section
      1.1(c)(i).

     

    "Swing
      Line Availability"
      has the
      meaning ascribed to it in Section
      1.1(c)(i).

     

    
      
        
        

      

      
        A-43

        
          

        

      

      
        
        

      

    

     

    "Swing
      Line Commitment"
      means,
      as to the Swing Line Lender, the commitment of the Swing Line Lender to make
      Swing Line Advances as set forth on Annex
      J
      to the
      Agreement, which commitment constitutes a subfacility of the Revolving Loan
      Commitment of the Swing Line Lender.

     

    "Swing
      Line Lender"
      means
      CoBank, ACB.

     

    "Swing
      Line Loan"
      means
      at any time, the aggregate amount of Swing Line Advances outstanding to
      Borrower. 

     

    "Swing
      Line Note"
      has the
      meaning ascribed to it in Section
      1.1(c)(ii).

     

    “Target”
has
      the
      meaning ascribed to it in Section
      6.1(b).

     

    "Taxes"
      means
      taxes, levies, imposts, deductions, Charges or withholdings, and all liabilities
      with respect thereto, excluding taxes imposed on or measured by the net income
      of Agent or a Lender by the jurisdictions under the laws of which Agent and
      Lenders are organized or conduct business or any political subdivision
      thereof.

     

    "Telecommunications
      Approvals"
      shall
      have the meaning ascribed to it in Section
      3.1.

     

    "Telecommunications
      Business"
      means
      the business of (i) transmitting or providing services relating to the
      transmission of voice, video or data through transmission facilities, (ii)
      constructing, creating, developing or producing communications networks, related
      network transmission, equipment, software, devices and content for use in a
      communications or content distribution business or (iii) evaluating,
      participating or pursuing any other activity or opportunity that is primarily
      related to (i) or (ii) above.

     

    "Termination
      Date"
      means
      the date on which (a) the Loans have been indefeasibly repaid in full, (b)
      all
      other Obligations (other than contingent indemnity and expense reimbursement
      obligations for which no claim has been made) under the Agreement and the other
      Loan Documents have been completely discharged, and (c) Borrower shall not
      have
      any further right to borrow any monies under the Agreement.

     

    "Term
      Lenders"
      means
      those Lenders having Total Term Loan Commitments.

     

    "Term
      Lender Settlement Date"
      has the
      meaning assigned to it in Section
      9.9(a)(iii).

     

    "Term
      Loan"
      means,
      collectively, (i) the Original Term Loan and (ii) the Additional Term
      Loan.

     

    "Term
      Note"
      has the
      meaning assigned to it in Section
      1.1(b)(i).

     

    
      
        
        

      

      
        A-44

        
          

        

      

      
        
        

      

    

     

    "Test
      Period"
      means
      each period of four consecutive Fiscal Quarters ended as provided in the
      relevant provision or definition in the Agreement.

     

    "Title
      IV Plan"
      means a
      Pension Plan (other than a Multiemployer Plan), that is covered by Title IV
      of
      ERISA, and that any Credit Party or ERISA Affiliate maintains, contributes
      to or
      has an obligation to contribute to on behalf of participants who are or were
      employed by any of them.

     

    "Total
      Term Loan Commitment"
      means,
      collectively, the Original Term Loan and the Additional Term Loan
      Commitment.

     

    "Trademark
      Security Agreements"
      means
      the Trademark Security Agreements made in favor of Agent, on behalf of Lenders,
      by each applicable Credit Party.

     

    "Trademark
      License"
      means
      rights under any written agreement now owned or hereafter acquired by any Credit
      Party granting any right to use any Trademark.

     

    "Trademarks"
      means
      all of the following now owned or hereafter adopted or acquired by any Credit
      Party: (a) all trademarks, trade names, corporate names, business names, trade
      styles, service marks, logos, other source or business identifiers, prints
      and
      labels on which any of the foregoing have appeared or appear, designs and
      general intangibles of like nature (whether registered or unregistered), all
      registrations and recordings thereof, and all applications in connection
      therewith, including registrations, recordings and applications in the United
      States Patent and Trademark Office or in any similar office or agency of the
      United States, any state or territory thereof, or any other country or any
      political subdivision thereof; (b) all reissues, extensions or renewals thereof;
      and (c) all goodwill associated with or symbolized by any of the
      foregoing.

     

    "Unfunded
      Pension Liability"
      means,
      at any time, the aggregate amount, if any, of the sum of (a) the amount by
      which
      the present value of all accrued benefits under each Title IV Plan exceeds
      the
      Fair Market Value of all assets of such Title IV Plan allocable to such benefits
      in accordance with Title IV of ERISA, all determined as of the most recent
      valuation date for each such Title IV Plan using the actuarial assumptions
      for
      funding purposes in effect under such Title IV Plan, and (b) for a period of
      5
      years following a transaction which might reasonably be expected to be covered
      by Section 4069 of ERISA, the liabilities (whether or not accrued) that could
      be
      avoided by any Credit Party or any ERISA Affiliate as a result of such
      transaction.

     

    "War
      Acquisition"
      means
      War Acquisition Corp., a Delaware corporation and a Wholly Owned Subsidiary
      of
      War Holdings.

     

    "War
      Disposition"
      means
      the sale or other disposition of 100% of the Capital Stock of War Holdings
      or
      War Acquisition, or all or substantially all of the assets of War Acquisition,
      to a Person that is not an Affiliate of the Borrower.

     

    
      
        
        

      

      
        A-45

        
          

        

      

      
        
        

      

    

     

    "War
      Holdings"
      means
      War Holdings, Inc., a Delaware corporation and a Wholly Owned Subsidiary of
      Country Road.

     

    "Welfare
      Plan"
      means a
      Plan described in Section 3(i) of ERISA.

     

    "Wholly
      Owned Subsidiary"
      of any
      Person means a Subsidiary of such Person 100% of the outstanding Stock or other
      ownership interests of which (other than directors' qualifying shares) shall
      at
      the time be owned by such Person and/or by one or more Wholly Owned Subsidiaries
      of such Person.

     

    Rules
      of
      construction with respect to accounting terms used in the Agreement or the
      other
      Loan Documents shall be as set forth in Annex
      G.
      All
      other undefined terms contained in any of the Loan Documents shall, unless
      the
      context indicates otherwise, have the meanings
      provided for by the Code to
      the
      extent the same are used or defined therein; in
      the
      event that any term is defined differently in different Articles or Divisions
      of
      the Code, the definition contained in Article or Division 9 shall
      control.
      Unless
      otherwise specified, references in the Agreement or any of the Appendices to
      a
      Section, subsection or clause refer to such Section, subsection or clause as
      contained in the Agreement. The words "herein," "hereof" and "hereunder" and
      other words of similar import refer to the Agreement as a whole, including
      all
      Annexes, Exhibits and Schedules, as the same may from time to time be amended,
      restated, modified or supplemented, and not to any particular section,
      subsection or clause contained in the Agreement or any such Annex, Exhibit
      or
      Schedule.

     

    Any
      reference in the Agreement or any other Loan Document to a Loan Document shall
      include all appendices, exhibits or schedules thereto, and all amendments,
      restatements, supplements, joinders or other modifications thereto, and shall
      refer to the Agreement or such Loan Document as the same may be in effect at
      any
      and all times such reference becomes operative.

     

    Wherever
      from the context it appears appropriate, each term stated in either the singular
      or plural shall include the singular and the plural, and pronouns stated in
      the
      masculine, feminine or neuter gender shall include the masculine, feminine
      and
      neuter genders. The words "including", "includes" and "include" shall be deemed
      to be followed by the words "without limitation"; the word "or" is not
      exclusive; references to Persons include their respective successors and assigns
      (to the extent and only to the extent permitted by the Loan Documents) or,
      in
      the case of governmental Persons, Persons succeeding to the relevant functions
      of such Persons; and all references to statutes and related regulations shall
      include any amendments of the same and any successor statutes and regulations.
      Whenever any provision in any Loan Document refers to the "actual knowledge"
      of
      any Credit Party, such words are intended to signify that such Credit Party
      has
      actual knowledge or awareness of a particular fact or circumstance. Whenever
      any
      provision in any Loan Document refers to the "knowledge" (or an analogous
      phrase) of any Credit Party without the word "actual", such words are intended
      to signify that such Credit Party has actual knowledge or awareness of a
      particular fact or circumstance or that such Credit Party, if it had exercised
      reasonable diligence, would have known or been aware of such fact or
      circumstance.

     

    
      
        
        

      

      
        A-46

        
          

        

      

      
        
        

      

    

     

    ANNEX
      B

     

    to

     

    CREDIT
      AGREEMENT

     

    [INTENTIONALLY
      OMITTED]

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    ANNEX
      C (Section
      1.8)

     

    to

     

    CREDIT
      AGREEMENT

     

    CASH
      MANAGEMENT SYSTEM

     

    Each
      Credit Party (other than a PUC Restricted Subsidiary) shall establish and
      maintain the Cash Management Systems described below. It is understood that
      each
      reference to a "Credit Party" or a "Subsidiary" in this Annex
      C
      only
      shall constitute a reference to each Credit Party or Subsidiary other than
      a PUC
      Restricted Subsidiary. 

     

    (a) On
      or
      before the Second Restatement Closing Date, the applicable Credit Party shall
      cause each Blocked Account maintained by such Credit Party at a Relationship
      Bank to become subject to a tri-party blocked account agreement in accordance
      with paragraph (c) of this Annex C. Except for such closures or replacements
      expressly permitted or required by paragraph (d) of this Annex C, the Credit
      Parties shall, until the Termination Date, at all times maintain each Blocked
      Account at the Relationship Bank at which such account was established. On
      or
      before the Second Restatement Closing Date and until the Termination Date,
      each
      applicable Credit Party shall (i) request in writing and otherwise take
      reasonable steps to ensure that all Account Debtors forward payment directly
      to
      one or more Blocked Accounts or to Borrower or the applicable Subsidiary and
      (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited
      promptly, and in any event no later than the second Business Day after the
      receipt thereof, all cash, checks, drafts or other similar items of payment
      relating to or constituting payments made in respect of any and all Collateral
      into one or more Blocked Accounts or, to the extent permitted by paragraph
      (b)
      of this Annex C, into one or more Excluded Accounts or Disbursement Accounts.
      

     

    (b) Each
      Credit Party may maintain, in its name, at a Relationship Bank, one or more
      Disbursement Accounts. No Credit Party shall accumulate or maintain cash in
      Disbursement Accounts as of any date of determination in excess of (x) checks
      outstanding against such accounts and paid as of such date, (y) payroll
      requirements outstanding and paid as of such date, and (z) amounts necessary
      to
      meet ordinary course minimum balance requirements of the applicable Relationship
      Bank in respect thereof as of such date. Each Credit Party may maintain, in
      its
      name, at a Relationship Bank, one or more Excluded Accounts. The Credit Parties
      agree that at no time shall the aggregate amount on deposit in all Excluded
      Accounts and all other accounts of the Credit Parties (other than Disbursement
      Accounts or Blocked Accounts) exceed $100,000 in the aggregate at any time
      for
      all Credit Parties combined (the "Threshold
      Amount");
      provided;
      however,
      that no
      Event of Default shall occur solely by reason of the amount on deposit in all
      Excluded Accounts and such other accounts combined exceeding the Threshold
      Amount if (i) the amount in excess of the Threshold Amount is transferred to
      a
      Blocked Account within one Business Day of such excess having occurred and
      (ii)
      at the close of business on such Business Day the amount on deposit in all
      Excluded Accounts and such other accounts combined does not exceed the Threshold
      Amount.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    (c) On
      or
      before the Second Restatement Closing Date each Relationship Bank shall have,
      in
      respect of each Blocked Account located at such Relationship Bank, entered
      into
      a tri-party blocked account agreement with Agent, for the benefit of itself
      and
      Lenders, and Credit Parties, as applicable, in form and substance reasonably
      acceptable to Agent, which shall become operative on or prior to the Second
      Restatement Closing Date. Unless Agent shall agree otherwise, each such blocked
      account agreement (and each blocked account agreement referred to in paragraph
      (b) and (d) of this Annex C) shall provide, among other things, that (i) all
      items of payment deposited in such account are held by such bank as agent or
      bailee-in-possession for Agent, on behalf of itself and Lenders, (ii) the bank
      executing such agreement has no rights of setoff or recoupment or any other
      claim against such account, as the case may be, other than for payment of its
      service fees and other charges directly related to the administration of such
      account and for returned checks or other items of payment, and (iii) from and
      after the Second Restatement Closing Date with respect to banks at which a
      Blocked Account is maintained, such bank agrees, from and after the receipt
      of a
      notice (an "Activation
      Notice")
      from
      Agent (which Activation Notice may be given by Agent at any time at which an
      Event of Default has occurred and is continuing (an "Activation
      Event")),
      to
      forward immediately all amounts in each Blocked Account to the Collection
      Account through daily sweeps from such Blocked Account into the Collection
      Account. 

     

    (d) After
      the
      Second Restatement Closing Date, no Credit Party shall (i) close any deposit
      or
      other account, (ii) establish any deposit or other account or (iii) upon a
      Target becoming a Credit Party in connection with a Permitted Acquisition,
      continue to maintain such Credit Party's deposit or other accounts; provided,
      however,
      that


     

    (A)
      a
      Credit Party may (I) close a deposit account in accordance with the final
      sentence of this paragraph (d), (II) close a Disbursement Account or Excluded
      Account so long as all amounts on deposit therein, if any, shall have been
      transferred to a Blocked Account prior to the closure thereof and (III) with
      the
      prior written consent of Agent, close a Blocked Account so long as all amounts
      on deposit therein, if any, shall have been transferred to another Blocked
      Account prior to the closure thereof;

     

    (B)
      upon
      a Target becoming a Credit Party in connection with a Permitted Acquisition,
      such Credit Party may maintain its deposit accounts at the bank or banks at
      which such deposit accounts were established if the requirements of clause
      (C)
      of this paragraph (d) shall have been satisfied concurrently with such Person
      becoming a Credit Party as if such Person were establishing accounts under
      such
      clause (C); 

     

    (C)
      so
      long as no Event of Default has occurred and is continuing, any Credit Party
      may
      establish a deposit account at a Relationship Bank subject to the satisfaction
      of the following conditions: 

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    (I)
      Borrower shall have delivered to Agent (1) written notice setting forth the
      Relationship Bank at which such account shall be established, whether the
      applicable account is either a "Blocked Account", "Disbursement Account" or
      "Excluded Account" for purposes of this Annex C and a description of the
      proposed use therefor and (2) an amended Disclosure
      Schedule (3.19)
      reflecting the information specified in the immediately preceding clause (1);
      and

     

    (II)
      in
      the case of a Blocked Account, prior to the time of the opening thereof, the
      applicable Credit Party, the Relationship Bank at which such Blocked Account
      is
      located and Agent shall have executed and delivered to Agent a tri-party blocked
      account agreement with respect to such account, in form and substance reasonably
      satisfactory to Agent.

     

    Borrower
      shall deliver to Agent (1) a list of all deposit accounts maintained by the
      Credit Parties together with the delivery of annual audited consolidated
      financial statements in accordance with paragraph (b) of Annex E and (2) within
      five (5) Business Days after the request of Agent, information concerning such
      accounts (including deposits and withdrawals therefrom) as Agent may reasonably
      request. Borrower shall, or, as applicable, shall cause its applicable
      Subsidiary to, close a deposit account or accounts (and establish replacement
      deposit accounts in accordance with clause (C) of this paragraph (d)) promptly
      and in any event within 30 days following notice from Agent that the
      creditworthiness of any bank holding the referenced account or accounts is
      no
      longer acceptable in Agent's reasonable judgment, or as promptly as practicable
      and in any event within sixty (60) days following notice from Agent that the
      operating performance, funds transfer or availability procedures or performance
      with respect to accounts of the bank holding such account or accounts or Agent's
      liability under any tri-party blocked account agreement with such bank is no
      longer acceptable in Agent's reasonable judgment.

     

    (e) The
      Blocked Accounts, Disbursement Accounts and Excluded Accounts shall be cash
      collateral accounts, with all cash, checks and other similar items of payment
      in
      such accounts securing payment of the Loans and all other Obligations, and
      in
      which Borrower and each Subsidiary thereof shall have granted a Lien to Agent,
      on behalf of itself and Lenders, pursuant to the Security Agreement.


     

    (f) All
      amounts deposited in the Collection Account shall be deemed received by Agent
      in
      accordance with Section
      1.10
      and
      shall be applied (and allocated) by Agent in accordance with Section
      1.11.
      In no
      event shall any amount be so applied unless and until such amount shall have
      been credited in immediately available funds to the Collection
      Account.

     

    (g) Borrower
      shall and shall cause its Subsidiaries, officers, employees, agents, directors
      or other Persons acting for or in concert with the Credit Parties, each a
      "Related
      Person")
      to (i)
      hold in trust for Agent, for the benefit of itself and Lenders, all checks,
      cash
      and other items of payment received by Borrower or any such Related Person,
      and
      (ii) within two (2) Business Days after receipt by Borrower or any such Related
      Person of any checks, cash or other items of payment, deposit the same into
      a
      Blocked Account. Borrower on behalf of itself and each Related Person thereof
      acknowledges and agrees that all cash, checks or other items of payment
      constituting proceeds of Collateral are part of the Collateral. All proceeds
      of
      the sale or other disposition of any Collateral shall be deposited directly
      into
      Blocked Accounts.

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

    ANNEX
      D-1 (Section
      2.1A(a))

     

    to

     

    CREDIT
      AGREEMENT

     

    EXECUTION
      CLOSING CHECKLIST

     

    In
      addition to, and not in limitation of, the conditions described in Section
      2.1A
      of the
      Agreement, pursuant to Section
      2.1A(a),
      the
      following items must be received by Agent and Lenders in form and substance
      satisfactory to Agent and Lenders on or prior to the Second Restatement
      Execution Date (each capitalized term used but not otherwise defined herein
      shall have the meaning ascribed thereto in Annex A to the
      Agreement):

     

    A. Appendices.
      All
      Appendices to the Agreement, in form and substance satisfactory to
      Agent.

     

    B. [Intentionally
      Omitted].

     

    C. Insurance.
      Satisfactory evidence that the insurance policies required by Section
      5.4
      with
      respect to the Original Credit Parties are in full force and effect, together
      with appropriate evidence showing loss payable and/or additional insured clauses
      or endorsements, as requested by Agent, in favor of Agent, on behalf of
      Lenders.

     

    D. Security
      Interests and Code Filings.
      (a)
      Evidence satisfactory to Agent that Agent (for the benefit of itself and
      Lenders) continues to have a valid and perfected first priority security
      interest in the Collateral, including (i) such documents duly executed by each
      Original Credit Party (including financing statements under the Code and other
      applicable documents under the laws of any jurisdiction with respect to the
      perfection of Liens) as Agent may request in order to perfect its security
      interests in the Collateral, (ii) copies of Code search reports listing all
      effective financing statements that name any Original Credit Party as debtor,
      together with copies of such financing statements, none of which shall cover
      the
      Collateral, except for those relating to the Prior Lender Obligations (all
      of
      which shall be terminated on the Second Restatement Closing Date, as applicable)
      and others approved by Agent, and (iii) a perfection certificate duly executed
      on behalf of each Credit Party.

     

    (b) Evidence
      satisfactory to Agent, including copies, of all UCC-1 and other financing
      statements filed in favor of any Original Credit Party with respect to each
      location, if any, at which Inventory may be consigned.

     

    (c) Control
      Letters from (i) all issuers of uncertificated securities and financial assets,
      if any, held by any Original Credit Party (other than any PUC Restricted
      Subsidiary), (ii) all securities intermediaries with respect to all securities
      accounts and securities entitlements, if any, of any Original Credit Party
      (other than any PUC Restricted Subsidiary), and (iii) all futures commission
      agents and clearing houses with respect to all commodities contracts and
      commodities accounts, if any, held by any Original Credit Party (other than
      any
      PUC Restricted Subsidiary).

     

    
      
        
        

      

      
        D-1-1

        
          

        

      

      
        
        

      

    

     

    E. [Intentionally
      Omitted].

     

    F. Cash
      Management System; Blocked Account Agreements.
      Evidence satisfactory to Agent that, as of the Original Closing Date, the First
      Restatement Closing Date and the Second Restatement Closing Date, as applicable,
      Cash Management Systems complying with Annex
      C
      to the
      Agreement with respect to the Original Credit Parties have been established
      and
      are currently being maintained in the manner set forth in such Annex
      C,
      together with copies of duly executed tri-party blocked account agreements,
      reasonably satisfactory to Agent, with the banks as required by Annex
      C.

     

    H. Charter
      and Good Standing.
      For
      each Original Credit Party, such Person's (a) charter and all amendments
      thereto, (b) good standing certificates (including verification of tax status)
      in its state of incorporation or organization, (c) good standing certificates
      (including verification of tax status) and (d) certificates of qualification
      to
      conduct business in each jurisdiction where its ownership or lease of property
      or the conduct of its business requires such qualification, each dated a recent
      date prior to the Second Restatement Execution Date and certified by the
      applicable Secretary of State or other authorized Governmental
      Authority.

     

    I. Bylaws
      and Resolutions.
      For
      each Original Credit Party, (a) such Person's bylaws and all charter documents
      including partnership and/or operating agreements, together with all amendments
      thereto and (b) resolutions of such Person's board of directors and partners,
      members and stockholders, as applicable, approving and authorizing the
      execution, delivery and performance of the Loan Documents required to be
      executed and delivered on the Second Restatement Execution Date to which such
      Person is a party and the transactions to be consummated in connection
      therewith, each certified as of the Second Restatement Execution Date by such
      Person's corporate or organizational secretary or an assistant secretary as
      being in full force and effect without any modification or
      amendment.

     

    J. Incumbency
      Certificates.
      For
      each Original Credit Party, signature and incumbency certificates of the
      officers of each such Person executing any of the Loan Documents, certified
      as
      of the Second Restatement Execution Date by such Person's corporate secretary
      or
      an assistant secretary as being true, accurate, correct and
      complete.

     

    K. Opinions
      of Counsel.
      Duly
      executed original opinion of Dorsey & Whitney LLP, counsel for the Original
      Credit Parties

     

    L. Accountants'
      Letters.
      A
      letter from the Original Credit Parties to their independent auditors
      authorizing the independent certified public accountants of the Credit Parties
      to communicate with Agent and Lenders in accordance with Section
      4.2.
      

     

    M. [Intentionally
      Omitted].
      

     

    
      
        
        

      

      
        D-1-2

        
          

        

      

      
        
        

      

    

     

    N. Solvency
      Certificate.
      Agent
      shall have received a solvency certificate of Borrower satisfactory in form
      and
      substance to Agent.

     

    O. Fee
      Letter.
      Duly
      executed originals of the Fee Letter.

     

    P. Officer's
      Certificate.
      Agent
      shall have received duly executed originals of a certificate of the chief
      executive officer and chief financial officer of Borrower, dated the Second
      Restatement Execution Date, confirming compliance with the conditions set forth
      in Section
      2.2
      at the
      Second Restatement Execution Date. 

     

    Q. Waivers.
      Agent,
      on behalf of Lenders, shall have received landlord waivers and consents, bailee
      letters and mortgagee agreements in form and substance reasonably satisfactory
      to Agent, in each case as required pursuant to Section
      5.9.
      

     

    S. Audited
      Financials; Financial Condition.
      Agent
      shall have received the Financial Statements, Projections and other materials
      set forth in Section
      3.4(a) and (c)
      which
      are required to be delivered as of the Second Restatement Execution Date,
      certified by Borrower's chief financial officer, in each case in form and
      substance satisfactory to Agent, and Agent shall be satisfied, in its sole
      discretion, with all of the foregoing. Agent shall have further received a
      certificate of the chief executive officer and/or the chief financial officer
      of
      Borrower demonstrating that as of the Second Restatement Financial Test Date
      the
      conditions set forth in Sections 2.1A(f) and 2.1A(g) of the Credit Agreement
      have been satisfied, and certifying that Borrower is otherwise in compliance
      with the Financial Covenants. 

     

    T.
       Fee
      Letter Amendment.
      Agent
      shall have received a duly executed amendment to the Fee Letter.

     

    U. Other
      Documents.
      Such
      other certificates, documents and agreements respecting any Original Credit
      Party as Agent may reasonably request.

     

    
      
        
        

      

      
        D-1-3

        
          

        

      

      
        
        

      

    

     

    ANNEX
      D-2 (Section
      2.1B(a))

     

    to

     

    CREDIT
      AGREEMENT

     

    FUNDING
      CHECKLIST

     

    In
      addition to, and not in limitation of, the conditions described in Section
      2.1B
      of the
      Agreement, pursuant to Section
      2.1B(a),
      the
      following items must be received by Agent and Lenders in form and substance
      satisfactory to Agent and Lenders on or prior to the Second Restatement Closing
      Date (each capitalized term used but not otherwise defined herein shall have
      the
      meaning ascribed thereto in Annex A to the Agreement; each reference to a Credit
      Party to include the Country Road Entities):

     

    A. Security
      Interests and Code Filings.
      (a)
Evidence
      satisfactory to Agent that Agent
      (for the
      benefit of itself and Lenders) on the Second Restatement Closing Date has a
      valid and perfected Lien in the Collateral, including copies of bring-down
      Code
      search reports listing all effective financing statements that name any Credit
      Party as debtor, together with copies of such financing statements, none of
      which shall cover the Collateral, except for those relating to any Prior Lender
      Obligations (all of which shall be terminated on the Second Restatement Closing
      Date) and Permitted Encumbrances.

     

    (b) Evidence
      satisfactory to Agent, including copies, of all UCC-1 and other financing
      statements filed in favor of any Credit Party with respect to each location,
      if
      any, at which Inventory may be consigned.

     

    (c) Control
      Letters from (i) all issuers of uncertificated securities and financial assets,
      if any, held by any Credit Party (other than any PUC Restricted Subsidiary),
      (ii) all securities intermediaries with respect to all securities accounts
      and
      securities entitlements, if any, of any Credit Party (other than any PUC
      Restricted Subsidiary), and (iii) all futures commission agents and clearing
      houses with respect to all commodities contracts and commodities accounts,
      if
      any, held by any Credit Party (other than any PUC Restricted
      Subsidiary).

     

    B. Payoff
      Letter; Termination Statements.
      Copies
      of duly executed payoff letters, in form and substance reasonably satisfactory
      to Agent, by and between all parties to the Prior Credit Agreement Documents
      evidencing repayment in full of all Prior Lender Obligations, together with
      (a)
      UCC-3 or other appropriate termination statements, in form and substance
      satisfactory to Agent, manually signed by the applicable Prior Lender releasing
      all liens of any Prior Lender upon any of the real or personal property of
      each
      Credit Party, and (b) termination of all blocked account agreements, bank agency
      agreements or other similar agreements or arrangements or arrangements in favor
      of any Prior Lender or relating to any Prior Lender Obligations.

     

    
      
        
        

      

      
        D-2-1

        
          

        

      

      
        
        

      

    

     

    C. Omnibus
      Reaffirmation Agreement.
      Duly
      executed originals of the Omnibus Reaffirmation Agreement dated the Second
      Restatement Closing Date and signed by each of the Original Credit Parties
      party
      thereto.

     

    D. Initial
      Notice of Revolving Credit Advance.
      Duly
      executed originals of a Notice of Revolving Credit Advance, dated the Second
      Restatement Closing Date, with respect to any Revolving Credit Advance to be
      requested by Borrower on the Second Restatement Closing Date.

     

    E. Letters
      of Direction.
      Duly
      executed originals of letters of direction from Borrower addressed to Agent,
      on
      behalf of itself and Lenders, with respect to the disbursement on the Second
      Restatement Closing Date of the proceeds of the Additional Term Loan and any
      Revolving Credit Advance.

     

    F. Charter
      and Good Standing.
      For
      each Credit Party, such Person's (a) charter and all amendments thereto, (b)
      good standing certificates (including verification of tax status) in its state
      of incorporation or organization, (c) good standing certificates (including
      verification of tax status) and (d) certificates of qualification to conduct
      business in each jurisdiction where its ownership or lease of property or the
      conduct of its business requires such qualification, each dated a recent date
      prior to the Second Restatement Closing Date and certified by the applicable
      Secretary of State or other authorized Governmental Authority.

     

    G. Bylaws
      and Resolutions.
      For
      each Country Road Entity, (a) such Person's bylaws and all charter documents
      including partnership and/or operating agreements, together with all amendments
      thereto and (b) resolutions
      of such Person's board of directors and partners, members and stockholders,
      as
      applicable, approving and authorizing the execution, delivery and performance
      of
      the Loan Documents required to be executed and delivered on the Second
      Restatement Closing Date to which such Person is a party and the transactions
      to
      be consummated in connection therewith, each certified as of the Second
      Restatement Closing Date by such Person's corporate or organizational secretary
      or an assistant secretary as being in full force and effect without any
      modification or amendment.
      For
      each Original Credit Party, “bring-down” secretary certificates (a) certifying
      that since the Second Restatement Execution Date, there have been no changes,
      amendments or modifications to such Person’s bylaws or charter documents
      including partnership and/or operating agreements and (b) attaching resolutions
      of such Person's board of directors and partners, members and stockholders,
      as
      applicable, approving and authorizing the execution, delivery and performance
      of
      the Loan Documents required to be executed and delivered on the Second
      Restatement Closing Date to which such Person is a party and the transactions
      to
      be consummated in connection therewith, each certified as of the Second
      Restatement Closing Date by such Person's corporate or organizational secretary
      or an assistant secretary as being in full force and effect without any
      modification or amendment 

     

    H. Incumbency
      Certificates.
      For
      each Credit Party, signature and incumbency certificates of the officers of
      each
      such Person executing any of the Loan Documents, certified as of the Second
      Restatement Closing Date by such Person's corporate secretary or an assistant
      secretary as being true, accurate, correct and complete.

     

    
      
        
        

      

      
        D-2-2

        
          

        

      

      
        
        

      

    

     

    I. Opinions
      of Counsel.
      Duly
      executed originals of opinions of Dorsey & Whitney LLP, counsel for the
      Credit Parties, and FCC and state regulatory counsel for the Country Road
      Entities, each in form and substance reasonably satisfactory to Agent and its
      counsel, dated the Second Restatement Closing Date and addressed to Agent and
      Lenders.

     

    J. Solvency
      Certificate.
      Agent
      shall have received a solvency certificate of Borrower satisfactory in form
      and
      substance to Agent.

     

    K. Officer's
      Certificate.
      Agent
      shall have received duly executed originals of a certificate of the chief
      executive officer and chief financial officer of Borrower, dated the Second
      Restatement Closing Date, confirming compliance with the conditions set forth
      in
Section
      2.1B
      and
Section
      2.2
      at the
      Second Restatement Closing Date. 

     

    L. Assignment
      of Representations, Warranties, Covenants, Indemnities and
      Rights.
      Duly
      executed copy of an Assignment of Representations, Warranties, Covenants,
      Indemnities and Rights in respect of Borrower’s rights under the Country Road
      Acquisition Agreement, which assignment shall be expressly permitted under
      the
      Country Road Acquisition Agreement.

     

    M. Insurance.
      Satisfactory evidence that the insurance policies required by Section
      5.4
      with
      respect to each Country Road Entity are in full force and effect, together
      with
      appropriate evidence showing loss payable and/or additional insured clauses
      or
      endorsements, as requested by Agent, in favor of Agent, on behalf of
      Lenders.

     

    N. Cash
      Management System; Blocked Account Agreements.
      Evidence satisfactory to Agent that, as of the Second Restatement Closing Date
      Cash Management Systems complying with Annex
      C
      to the
      Agreement with respect to the Country Road Entities have been established and
      are currently being maintained in the manner set forth in such Annex
      C,
      together with copies of duly executed tri-party blocked account agreements,
      reasonably satisfactory to Agent, with the banks as required by Annex
      C.

     

    O. Audited
      Financials; Financial Condition.
      Agent
      shall have received a “break-out” audit of the Country Road Entities for the
      2007 Fiscal Year, certified by Borrower's chief financial officer, in form
      and
      substance satisfactory to Agent, and Agent shall be satisfied, in its sole
      discretion, with all of the foregoing. Agent shall have further received a
      certificate of the chief executive officer and/or the chief financial officer
      of
      Borrower, (I) based on such Pro Forma and Projections, to the effect that (a)
      Borrower will be Solvent upon the consummation of the transactions contemplated
      herein; (b) the Pro Forma fairly presents the financial condition of Borrower
      as
      of the date thereof after giving effect to the transactions contemplated by
      the
      Loan Documents; (c) the Projections are based upon estimates and assumptions
      stated therein, all of which Borrower believes to be reasonable in light of
      current conditions and current facts known to Borrower and, as of the Second
      Restatement Closing Date, reflect Borrower's good faith and reasonable estimates
      of its future financial performance and of the other information projected
      therein for the period set forth therein; and (d) containing such other
      statements with respect to the solvency of Borrower and matters related thereto
      as Agent shall request, and (II) demonstrating that as of the Second Restatement
      Financial Test Date the conditions set forth in Sections 2.1B(f) and 2.1B(g)
      of
      the Credit Agreement have been satisfied, and certifying that Borrower is
      otherwise in compliance with the Financial Covenants. 

     

    
      
        
        

      

      
        D-2-3

        
          

        

      

      
        
        

      

    

     

    P. Pledge
      Agreement Deliverables.
      In
      connection with the joinder of the Country Road Entities to the Pledge
      Agreement, duly executed originals of Amendment and Joinder to Pledge Agreement
      accompanied by (as applicable) (a) share certificates representing all of the
      outstanding Stock being pledged in accordance with the terms thereof and stock
      powers for such share certificates executed in blank and (b) the original
      Intercompany Notes and other instruments evidencing Indebtedness being pledged
      in accordance with the terms thereof, duly endorsed in blank.

     

    Q. Appointment
      of Agent for Service.
      An
      appointment of CT Corporation (or other agent reasonably acceptable to Agent)
      as
      each Credit Party's agent for service of process. 

     

    R. Intellectual
      Property Security Agreements.
      Duly
      executed originals of Trademark Security Agreements, Copyright Security
      Agreements and Patent Security Agreements, each dated the Second Restatement
      Closing Date and signed by each Country Road Entity (other than War Acquisition)
      which owns Trademarks, Copyrights and/or Patents, as applicable, all in form
      and
      substance reasonably satisfactory to Agent, together with all instruments,
      documents and agreements executed pursuant thereto. 

     

    U. Revolving
      Notes, Swing Line Note and Term Notes.
      To the
      extent requested by a Lender, duly executed originals of the Revolving Notes,
      Swing Line Note and Term Notes for each applicable Lender, dated the Original
      Closing Date or the Second Restatement Closing Date, as applicable.

     

    V. Title
      Insurance.
      Agent
      shall received updated title insurance policies, along with Date Down
      endorsements, which shall be satisfactory to Agent in Agent’s sole
      discretion.

     

    W. Other
      Documents.
      Such
      other certificates, documents and agreements respecting any Credit Party as
      Agent may reasonably request.

     

    
      
        
        

      

      
        D-2-4

        
          

        

      

      
        
        

      

    

     

    ANNEX
      E (Section
      4.1(a))

     

    to

     

    CREDIT
      AGREEMENT

     

    FINANCIAL
      STATEMENTS AND PROJECTIONS – REPORTING

     

    Borrower
      shall deliver or cause to be delivered to Agent or to Agent and Lenders, as
      indicated, the following:

     

    (a) [Intentionally
      Omitted].

     

    (b) Quarterly
      Financials.
      To
      Agent and Lenders, within forty-five (45) days after the end of each Fiscal
      Quarter, the following consolidated financial statements for Borrower and its
      Subsidiaries, certified by the chief financial officer of Borrower: (i)
      unaudited balance sheets as of the close of such Fiscal Quarter and the related
      statements of income and cash flow for that portion of the Fiscal Year ending
      as
      of the close of such Fiscal Quarter and (ii) unaudited statements of income
      and
      cash flows for such Fiscal Quarter, in each case setting forth in comparative
      form the figures for the corresponding period in the prior year and the figures
      contained in the Projections for such Fiscal Year, all prepared in accordance
      with GAAP (subject to normal year-end adjustments and the absence of footnotes).
      Such financial statements shall be accompanied by (A) a statement in
      reasonable detail (each, a "Compliance
      Certificate")
      signed
      by a Responsible Officer of Borrower (i) showing the calculations used in
      determining compliance with each of the Financial Covenants that is tested
      on a
      quarterly basis, (ii) showing the calculations of the Consolidated Fixed Charge
      Coverage Ratio and Consolidated Senior Leverage Ratio for the Credit Parties
      for
      the four-fiscal quarter period ending on the last day of the period covered
      by
      such financial statements, (iii) certifying whether a Dividend Suspension Period
      or Interest Deferral Period shall have occurred and be continuing, (iv)
      certifying as to the number of access lines operated by the Credit Parties
      as of
      the end of the prior Fiscal Quarter and (v) showing the calculations of
      Distributable Cash and Excess Cash, in each case, for the prior Fiscal
      Quarter and
      (B) the certification of the chief financial officer of Borrower that (i)
      such financial statements present fairly in all material respects in accordance
      with GAAP (subject to normal year-end adjustments and the absence of footnotes)
      the financial position and results of operations and cash flows of Borrower
      and
      its Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter
      and for that portion of the Fiscal Year then ended, (ii) any other information
      presented is true, correct and complete in all material respects and that there
      was no Default or Event of Default in existence as of such time or, if a Default
      or Event of Default has occurred and is continuing, describing the nature
      thereof and all efforts undertaken to cure such Default or Event of Default.
      In
      addition, Borrower shall deliver to Agent and Lenders, within forty-five (45)
      days after the end of each Fiscal Quarter, a management discussion and analysis
      that includes a comparison to budget for that portion of the Fiscal Year ending
      as of the close of such Fiscal Quarter and a comparison of performance for
      that
      portion of the Fiscal Year ending as of the close of such Fiscal Quarter to
      the
      corresponding period in the prior year.

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    (c) Operating
      Plan.
      To
      Agent and Lenders, as soon as available, but not later than thirty (30) days
      after the end of each Fiscal Year, an annual operating plan for Borrower,
      approved by the board of directors of Borrower, for the following Fiscal Year,
      which (i) includes a statement of all of the material assumptions on which
      such
      plan is based, (ii) includes a monthly budget for the following year and
      (iii) integrates sales, gross profits, operating expenses, operating profit
      and cash flow projections, all prepared on the same basis and in similar detail
      as that on which operating results are reported (and in the case of cash flow
      projections, representing management's good faith estimates of future financial
      performance based on historical performance), and including plans for personnel,
      Consolidated Capital Expenditures and facilities.

     

    (d) Annual
      Audited Financials.
      To
      Agent and Lenders, within ninety (90) days after the end of each Fiscal Year,
      audited Financial Statements for Borrower and its Subsidiaries on a consolidated
      basis, consisting of balance sheets and statements of income and retained
      earnings and cash flows, setting forth in comparative form in each case the
      figures for the previous Fiscal Year, which Financial Statements shall be
      prepared in accordance with GAAP and certified without qualification as to
      going
      concern status or like qualification or scope of the audit, by an independent
      certified public accounting firm of national standing or otherwise acceptable
      to
      Agent. Such Financial Statements shall be accompanied by (i) a statement
      prepared in reasonable detail showing the calculations used in determining
      compliance with each of the Financial Covenants, (ii) a report from such
      accounting firm to the effect that, in connection with their audit examination,
      nothing has come to their attention to cause them to believe that a Default
      or
      Event of Default has occurred (or specifying those Defaults and Events of
      Default that they became aware of), it being understood that such audit
      examination extended only to accounting matters and that no special
      investigation was made with respect to the existence of Defaults or Events
      of
      Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders,
      in
      form and substance reasonably satisfactory to Agent and subject to standard
      qualifications required by nationally recognized accounting firms, signed by
      such accounting firm acknowledging that Agent and Lenders are entitled to rely
      upon such accounting firm's certification of such audited Financial Statements,
      (iv) the annual letters to such accountants in connection with their audit
      examination detailing contingent liabilities and material litigation matters,
      and (v) the certification of the chief executive officer or chief financial
      officer of Borrower that all such Financial Statements present fairly in all
      material respects in accordance with GAAP the financial position and results
      of
      operations and cash flows of Borrower and its Subsidiaries on a consolidated
      basis, as at the end of such Fiscal Year and for the period then ended, and
      that
      there was no Default or Event of Default in existence as of such time or, if
      a
      Default or Event of Default has occurred and is continuing, describing the
      nature thereof and all efforts undertaken to cure such Default or Event of
      Default.

     

    (e) Management
      Letters.
      To
      Agent and Lenders, within five (5) Business Days after receipt thereof by any
      Credit Party, copies of all management letters, exception reports or similar
      letters or reports received by such Credit Party from its independent certified
      public accountants.

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

     

    (f) Default
      Notices.
      To
      Agent and Lenders, as soon as practicable, and in any event within five (5)
      Business Days after an executive officer of Borrower has actual knowledge of
      the
      existence of any Default, Event of Default or other event that has had a
      Material Adverse Effect, telephonic or telecopied notice specifying the nature
      of such Default or Event of Default or other event, including the anticipated
      effect thereof, which notice, if given telephonically, shall be promptly
      confirmed in writing on the next Business Day.

     

    (g) SEC
      Filings and Press Releases.
      To
      Agent and Lenders, promptly upon their becoming available, copies of (or, if
      made publicly available on publicly accessible electronic medium (e.g. internet,
      EDGAR or other another similar medium), notice of posting to such electronic
      media): (i) all Financial Statements, reports, notices and proxy statements
      made
      publicly available by any Credit Party to its security holders generally; (ii)
      all regular and periodic reports and all registration statements and
      prospectuses, if any, filed by any Credit Party with any securities exchange
      or
      with the Securities and Exchange Commission or any governmental or private
      regulatory authority; and (iii) all press releases and other statements made
      available by any Credit Party to the public concerning material changes or
      developments in the business of any such Person.

     

    (h) Subordinated
      Debt and Equity Notices.
      To
      Agent and Lenders, as soon as practicable, copies of all material written
      notices given or received by any Credit Party with respect to any Subordinated
      Debt or Stock of such Person, and, within two (2) Business Days after any Credit
      Party obtains knowledge of any matured or unmatured event of default with
      respect to any Subordinated Debt, notice of such event of default.

     

    (i) Supplemental
      Schedules.
      To
      Agent and Lenders, supplemental disclosures, if any, required by Section
      5.6.

     

    (j) Litigation.
      To
      Agent and Lenders in writing, promptly upon learning thereof, notice of any
      Litigation commenced or threatened against any Credit Party that (i) seeks
      damages in excess of $750,000, (ii) seeks injunctive relief, (iii) is asserted
      or instituted against any Plan, its fiduciaries or its assets or against any
      Credit Party or ERISA Affiliate in connection with any Plan, (iv) alleges
      criminal misconduct by any Credit Party, or (v) alleges the violation of any
      law
      regarding, or seeks remedies in connection with, any Environmental Liabilities
      reasonably likely to be in excess of $750,000.

     

    (k) Insurance
      Notices.
      To
      Agent and Lenders, disclosure of losses or casualties required by Section
      5.4.

     

    (l) Lease
      Default Notices.
      To
      Agent, within two (2) Business Days after receipt thereof, copies of (i) any
      and
      all default notices received under or with respect to any leased location or
      public warehouse where Collateral having a value, individually or in the
      aggregate, in excess of $250,000 is stored or located, and (ii) such other
      notices or documents with respect to such leased locations or public warehouses
      as Agent may reasonably request.

     

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    

     

    (m) Lease
      Amendments.
      To
      Agent, within two (2) Business Days after receipt thereof, copies of any
      amendment to a lease of Material Real Estate.

     

    (n) Regulatory
      Notices.
      To
      Agent and Lenders, promptly upon receipt of notice of (i) any actual or
      threatened forfeiture, non-renewal, cancellation, termination, revocation,
      suspension, impairment or material modification of any material
      Telecommunications Approval held by any Credit Party, or any notice of default
      or forfeiture with respect to any such material Telecommunications Approval,
      or
      (ii) any refusal by the FCC, any PUC or any Franchising Authority to renew
      or
      extend any such material Communications License, a certificate of an Responsible
      Officer specifying the nature of such event, the period of existence thereof,
      and what action such Credit Party is taking and propose to take with respect
      thereto.

     

    (o) Change
      of Location.
      To
      Agent and Lenders, within ten (10) Business Days after the change of location
      thereof, notice of change in locations at which Collateral having a value,
      individually or in the aggregate, in excess of $100,000, is held or stored,
      or
      the location of its records concerning such Collateral. 

     

    (p) Other
      Documents.
      To
      Agent and Lenders, such other financial and other information respecting any
      Credit Party's business or financial condition as Agent or any Lender shall,
      from time to time, reasonably request.

     

    
      
        
        

      

      
        E-4

        
          

        

      

      
        
        

      

    

     

    ANNEX
      F (Section
      4.1(b))

     

    to

     

    CREDIT
      AGREEMENT

     

    COLLATERAL
      REPORTS

     

    Borrower
      shall deliver or cause to be delivered the following:

     

    (a) [Intentionally
      Omitted]

     

    (b) [Intentionally
      Omitted]

     

    (c) [Intentionally
      Omitted]

     

    (d) To
      Agent,
      at the time of delivery of each of the quarterly Financial Statements delivered
      pursuant to Annex
      E,
      (i) a
      listing of government contracts of Borrower subject to the Federal Assignment
      of
      Claims Act of 1940; and (ii) a list of any applications for the registration
      of
      any Patent, Trademark or Copyright filed by any Credit Party with the United
      States Patent and Trademark Office, the United States Copyright Office or any
      similar office or agency in the prior Fiscal Quarter;

     

    (e) [Intentionally
      Omitted] 

     

    (f) To
      Agent,
      at Borrower's expense, such appraisals of its assets as Agent may reasonably
      request at any time after the occurrence and during the continuance of a Default
      or an Event of Default, such appraisals to be conducted by an appraiser, and
      in
      form and substance reasonably satisfactory to Agent; and

     

    (g) Such
      other reports, statements and reconciliations with respect to the Collateral
      or
      Obligations of any or all Credit Parties as Agent or any Lender shall from
      time
      to time request in its reasonable discretion.

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

    ANNEX
      G (Section
      6.10)

     

    to

     

    CREDIT
      AGREEMENT

     

    FINANCIAL
      COVENANTS

     

    Borrower
      shall not breach or fail to comply with any of the following financial
      covenants, each of which shall be calculated (i) in accordance with GAAP
      consistently applied or (ii) to the extent a Permitted Acquisition shall have
      been consummated after the first day of the then applicable Test Period, on
      a
      Pro Forma Basis giving effect to such Permitted Acquisition in accordance with
      GAAP consistently applied: 

     

    (a) Minimum
      Consolidated Fixed Charge Coverage Ratio.
      Credit
      Parties shall have, at the end of each Fiscal Quarter, a Consolidated Fixed
      Charge Coverage Ratio for the Test Period ending with such Fiscal Quarter of
      not
      less than 1.04 to 1.00.

     

    (b) Maximum
      Consolidated Senior Leverage Ratio.
      Credit
      Parties shall have, at the end of each Fiscal Quarter, a Consolidated Senior
      Leverage Ratio as of the last day of such Fiscal Quarter and for the Test Period
      ending with such Fiscal Quarter of not more than 4.05 to 1.00.

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

     

    Unless
      otherwise specifically provided herein, any accounting term used in the
      Agreement shall have the meaning customarily given such term in accordance
      with
      GAAP, and all financial computations hereunder shall be computed in accordance
      with GAAP consistently applied. That certain items or computations are
      explicitly modified by the phrase "in accordance with GAAP" shall in no way
      be
      construed to limit the foregoing. If any "Accounting Changes" (as defined below)
      occur and such changes result in a change in the calculation of the financial
      covenants, standards or terms used in the Agreement or any other Loan Document,
      then Borrower, Agent and Lenders agree to enter into negotiations in order
      to
      amend such provisions of the Agreement so as to equitably reflect such
      Accounting Changes with the desired result that the criteria for evaluating
      Borrower's and its Subsidiaries' financial condition and results of operations
      shall be the same after such Accounting Changes as if such Accounting Changes
      had not been made; provided,
      however,
      that
      the agreement of Requisite Lenders to any required amendments of such provisions
      shall be sufficient to bind all Lenders. "Accounting
      Changes"
      means
      (i) changes in accounting principles required by the promulgation of any rule,
      regulation, pronouncement or opinion by the Financial Accounting Standards
      Board
      of the American Institute of Certified Public Accountants (or successor thereto
      or any agency with similar functions), (ii) changes in accounting principles
      concurred in by Borrower's certified public accountants; (iii) purchase
      accounting adjustments under FASB 141 or 142 and EITF 88-16, and the application
      of the accounting principles set forth in FASB 109, including the establishment
      of reserves pursuant thereto and any subsequent reversal (in whole or in part)
      of such reserves; and (iv) the reversal of any reserves established as a
      result of purchase accounting adjustments. All such purchase accounting
      adjustments resulting from expenditures made subsequent to the Original Closing
      Date (including capitalization of costs and expenses or payment of pre-Original
      Closing Date liabilities) shall be treated as expenses in the period the
      expenditures are made and deducted as part of the calculation of Consolidated
      EBITDA in such period. If Borrower and Requisite Lenders agree upon the required
      amendments, then after appropriate amendments have been executed and the
      underlying Accounting Change with respect thereto has been implemented, any
      reference to GAAP contained in the Agreement or in any other Loan Document
      shall, only to the extent of such Accounting Change, refer to GAAP, consistently
      applied after giving effect to the implementation of such Accounting Change.
      If
      Borrower and Requisite Lenders cannot agree upon the required amendments within
      thirty (30) days following the date of implementation of any Accounting Change,
      then (i) all Financial Statements shall be prepared, delivered and made after
      giving effect to the underlying Accounting Change, and (ii) all calculations
      of
      financial covenants and other standards and terms in accordance with the
      Agreement and the other Loan Documents shall be prepared, delivered and made
      without regard to the underlying Accounting Change. For purposes of Section
      8.1,
      a
      breach of a Financial Covenant contained in this Annex G
      shall be
      deemed to have occurred as of the last day of any specified measurement period,
      regardless of when the Financial Statements reflecting such breach are delivered
      to Agent or any Lender.

     

    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    

     

    ANNEX
      H (Section
      9.9(a))

     

    to

     

    CREDIT
      AGREEMENT

     

    LENDERS'
      WIRE TRANSFER INFORMATION

     

    
      	
              Name:

            	
              General
                Electric Capital Corporation

            
	
              Bank:

            	
              Deutsche
                Bank Trust Company Americas

            
	 	
              New
                York, New York

            
	
              ABA
                #:

            	
              021001033

            
	
              Account
                #:

            	
              50232854

            
	
              Account
                Name:

            	
              GECC/CAF
                Depository

            
	
              Reference:

            	
              Otelco
                - CFN5836

            
	 	 
	
              Name:

            	
              CoBank,
                ACB

            
	
              Bank:

            	
              CoBank,
                ACB

            
	
              ABA
                #:

            	
              307088754

            
	
              Account
                #:

            	 
	
              Account
                Name:

            	 
	
              Reference:

            	
              Otelco,
                Inc.

            
	 	 
	
              Name:

            	
              Raymond
                James, FSB

            
	
              Bank:

            	
              Federal
                Home loan Bank of Atlanta

            
	
              ABA
                #:

            	
              0610-0876-6

            
	
              Account
                #:

            	
              3574100

            
	
              Account
                Name:

            	
              Raymond
                James Bank, FSB

            
	
              Reference:

            	
              Otelco,
                Inc.

            
	 	 
	
              Name:

            	
              Union
                Bank of California, N.A.

            
	
              Bank:

            	
              Union
                Bank of California, N.A.

            
	
              ABA
                #:

            	
              122-000-496

            
	
              Account
                #:

            	
              77070196431

            
	
              Account
                Name:

            	
              Wire
                Transfer Clearing CLO

            
	
              Reference:

            	
              Otelco,
                Inc.

            
	 	 
	
              Name:

            	
              Webster
                Bank, N.A.

            
	
              Bank:

            	
              Webster
                Bank, N.A.

            
	
              ABA
                #:

            	
              211170101

            
	
              Account
                #:

            	
              0019124483

            
	
              Account
                Name:

            	
              Webster
                Bank General Ledger

            
	
              Reference:

            	
              Otelco
                Inc. Attn: Juan Rivera

            


    

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

    


    
      	
              Name:

            	
              CIBC,
                Inc.

            
	
              Bank:

            	
              Bank
                of New York

            
	
              ABA
                #:

            	
              021-000-018

            
	
              Account
                #:

            	
              890-0331-046

            
	
              Account
                Name:

            	
              CIBC
                New York

            
	
              Reference:

            	
              Otelco,
                Inc.

            


    


    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    

    


    ANNEX
      I (Section
      11.10)

     

    to

     

    CREDIT
      AGREEMENT

     

    NOTICE
      ADDRESSES

     

    
      	
              (A)

            	
              If
                to Agent or GE Capital, at

            
	 	 
	 	
              General
                Electric Capital Corporation

            
	 	
              201
                Merritt 7

            
	 	
              Norwalk,
                CT 06851

            
	 	
              Attention:
                Scott Javor, Account Manager

            
	 	
              Telecopier
                No.: 203-749-4166

            
	 	
              Telephone
                No.: 203-956-4102

            
	 	 
	 	
              with
                a copy to:

            
	 	 
	 	
              King
                & Spalding LLP

            
	 	
              1180
                Peachtree Street

            
	 	
              Atlanta,
                GA 30309

            
	 	
              Attention:
                Carolyn Z. Alford, Esq.

            
	 	
              Telecopier
                No.: 404-572-3551

            
	 	
              Telephone
                No.: 404-572-5128

            
	 	 
	 	
              and

            
	 	 
	 	
              General
                Electric Capital Corporation

            
	 	
              201
                Merritt 7

            
	 	
              Norwalk,
                CT 06851

            
	 	
              Attention:
                Corporate Counsel-Global Media & Communications

            
	 	
              Telecopier
                No.: 203-956-4258

            
	 	
              Telephone
                No.: 203-956-4785

            
	 	 
	
              (B)

            	
              If
                to CoBank, ACB, at

            
	 	 
	 	
              CoBank,
                ACB

            
	 	
              5500
                South Quebec Street

            
	 	
              Greenwood
                Village, Colorado 80111

            
	 	
              Attention:
                Communications and Energy Banking Group

            
	 	
              Telecopier
                No.: 303-224-2639

            


    

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

    


    
      	
              (C)

            	
              If
                to Raymond James, FSB, at:

            
	 	 
	 	
              Raymond
                James, FSB

            
	 	
              710
                Carrillon Parkway

            
	 	
              St.
                Petersburg, Florida 33716

            
	 	
              Attention:
                Andrew D. Hahn

            
	 	
              Telecopier
                No.: 727-567-8830

            
	 	
              Telephone
                No.: 727-567-7762

            
	 	 
	 	
              with
                a copy to:

            
	 	 
	 	
              Raymond
                James, FSB

            
	 	
              710
                Carrillon Parkway

            
	 	
              St.
                Petersburg, Florida 33716

            
	 	
              Attention:
                Loan Operations Administrator

            
	 	
              Telecopier
                No.: 866-597-4002

            
	 	
              Telephone
                No.: 727-567-1815

            
	 	 
	
              (D)

            	
              If
                to Union Bank of California, N.A., at:

            
	 	 
	 	
              Union
                Bank of California, N.A

            
	 	
              445
                South Figueroa Street

            
	 	
              Los
                Angeles, California 90071

            
	 	
              Attention:
                Richard Vian, Vice President

            
	 	
              Telecopier
                No.: 213-236-5747

            
	 	
              Telephone
                No.: 213-236-6515

            
	 	 
	 	
              with
                a copy to:

            
	 	 
	 	
              Union
                Bank of California, N.A

            
	 	
              445
                South Figueroa Street

            
	 	
              Los
                Angeles, California 90071

            
	 	
              Attention:
                David Hill, Assistant Vice President

            
	 	
              Telecopier
                No.: 213-236-5747

            
	 	
              Telephone
                No.: 213-236-6516

            
	 	 
	
              (E)

            	
              If
                to Webster Bank, N.A. at:

            
	 	 
	 	
              Webster
                Bank, N.A.

            
	 	
              City
                Place II

            
	 	
              185
                Asylum Street, 5th
                Floor

            
	 	
              Hartford,
                Connecticut 06103-3494

            
	 	
              Attention:
                Madeliene Follett

            
	 	
              Telecopier
                No.: 860-692-1604

            
	 	
              Telephone
                No.: 860-692-1603

            


    

     

    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    

    


    
      	 	
              with
                a copy to:

            
	 	 
	 	
              Emmet,
                Marvin & Martin, LLP

            
	 	
              120
                Broadway, 32nd
                Floor

            
	 	
              New
                York, New York 10271

            
	 	
              Telecopier
                No.: 212-238-3100

            
	 	
              Telephone
                No.: 212-238-3127

            
	 	 
	
              (F)

            	
              If
                to CIBC, at:

            
	 	 
	 	
              CIBC,
                INC.

            
	 	
              300
                Madison Avenue, 4th floor

            
	 	
              New
                York, NY 10017

            
	 	
              Attention:
                Michael Gewirtz, Director, CIBC World Markets

            
	 	
              Telephone
                No.:
                212-856-3562

            
	 	
              Telecopier
                No.:
                212-856-3991

            
	 	 
	 	
              with
                a copy to:

            
	 	 
	 	
              CIBC,
                INC.

            
	 	
              300
                Madison Avenue, 4th floor

            
	 	
              New
                York, NY 10017

            
	 	
              Attention:
                Zhen Ma, Analyst, CIBC World Markets

            
	 	
              Telephone
                No.:
                212-856-6766

            
	 	
              Telecopier
                No.:
                212-856-3991

            
	 	 
	
              (G)

            	
              If
                to Borrower, at

            
	 	 
	 	
              Otelco
                Inc.

            
	 	
              505
                3rd Avenue East

            
	 	
              Oneonta,
                Alabama 35121

            
	 	
              Attention:
                President

            
	 	
              Telecopier
                No.: 205-274-8999

            
	 	
              Telephone
                No.: 205-625-3574

            
	 	 
	 	
              with
                a copy to:

            
	 	 
	 	
              Dorsey
                & Whitney LLP

            
	 	
              250
                Park Avenue

            
	 	
              New
                York, New York 10177

            
	 	
              Attention:
                Steven Khadavi

            
	 	
              Telecopier
                No.: 212-953-7201

            
	 	
              Telephone
                No.: 212-415-9200

            


    

     

    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    

    


    
      	
              (H)

            	
              If
                to any other Credit Party, at

            
	 	 
	 	
              c/o
                Otelco Inc.

            
	 	
              505
                3rd Avenue East

            
	 	
              Oneonta,
                Alabama 35121

            
	 	
              Attention:
                President

            
	 	
              Telecopier
                No.: 205-274-8999

            
	 	
              Telephone
                No.: 205-625-3574

            
	 	 
	 	
              with
                a copy to:

            
	 	 
	 	
              Dorsey
                & Whitney LLP

            
	 	
              250
                Park Avenue

            
	 	
              New
                York, New York 10177

            
	 	
              Attention:
                Steven Khadavi

            
	 	
              Telecopier
                No.: 212-953-7201

            
	 	
              Telephone
                No.: 212-415-9200

            


    

     

    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    

    


    ANNEX
      J (from Annex A - Commitments definition)

     

    to

     

    CREDIT
      AGREEMENT

    


    Lenders:

    


    GENERAL
      ELECTRIC CAPITAL CORPORATION

    


    
      	
              Revolving
                Loan Commitment:

            	 	
              $   

            	
              6,176,470.59

            	 
	
              Original
                Term Loan Commitment:

            	 	
              $   

            	
              35,385,708.73

            	 
	
              Additional
                Term Loan Commitment:

            	 	
              $   

            	
              31,937,820.68

            	 
	
              Total
                Term Loan Commitment:

            	 	
              $   

            	
              67,323,529.41

            	 


    

    


    COBANK,
      ACB

    


    
      	
              Revolving
                Loan Commitment (including a Swing Line Commitment of
                $1,500,000):

            	 	
              $   

            	
              5,042,016.81

            	 
	
              Original
                Term Loan Commitment:

            	 	
              $   

            	
              29,261,259.15

            	 
	
              Additional
                Term Loan Commitment:

            	 	
              $   

            	
              25,696,724.04

            	 
	
              Total
                Term Loan Commitment: 

            	 	
              $   

            	
              54,957,983.19

            	 


    

     

    RAYMOND
      JAMES, FSB

    


    
      	
              Revolving
                Loan Commitment:

            	 	
              $   

            	
              1,680,672.27

            	 
	
              Total
                Term Loan Commitment: 

            	 	
              $   

            	
              18,319,327.73

            	 


    

     

    UNION
      BANK OF CALIFORNIA, N.A.

    


    
      	
              Revolving
                Loan Commitment:

            	 	
              $   

            	
              1,260,504.20

            	 
	
              Total
                Term Loan Commitment: 

            	 	
              $   

            	
              13,739,495.80

            	 


    

    


    WEBSTER
      BANK, N.A.

    


    
      	
              Revolving
                Loan Commitment:

            	 	
              $   

            	
              840,336.13

            	 
	
              Total
                Term Loan Commitment: 

            	 	
              $   

            	
              9,159,663.87

            	 


    

     

    CIBC,
      INC.

    


    
      	
              Total
                Term Loan Commitment: 

            	 	
              $   

            	
              10,000,000.00