<PAGE>

                                                                    Exhibit 10.2

                           LOAN MODIFICATION AGREEMENT
                           ---------------------------

           THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is being entered
into, as of the 17th day of May, 2002 (the "Effective Date"), by and among
TELETOUCH COMMUNICATIONS, INC. ("TCI", the "Company" or the "Borrower"), a
Delaware corporation, TELETOUCH LICENSES, INC. ("TLI"), a Delaware corporation
and a wholly-owned subsidiary of the Borrower, each of which entities has a
mailing address and facsimile number at Suite 200, 110 College Street, Tyler,
Texas 75702 (Fax No. (903) 595-8850; attention: J. Kernan Crotty, President),
and ING PRIME RATE TRUST ("Pilgrim"), a Massachusetts business trust formerly
known as Pilgrim America Prime Rate Trust having a mailing address and facsimile
number at 7337 E. Doubletree Ranch Road, Scottsdale, Arizona 85258 (Fax No.
(480) 477-2076; attention: Robert L. Wilson, Vice President). TLI and all other
subsidiaries of the Borrower, whether now existing or hereafter created, are
sometimes referred to collectively as the "Guarantors" and individually as a
"Guarantor"; and the various Guarantors, together with TCI, hereinafter are
sometimes referred to collectively, and jointly and severally, as the "Obligors"
and individually as an "Obligor".

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

           A. The Company is the sole owner of those certain parcels of land
located in the City of Tyler, County of Smith, State of Texas more particularly
described on Schedule "A" attached hereto and thereby made a part hereof,
             ------------
together with all rights, privileges, easements and appurtenances in any way
relating thereto or incident to the ownership thereof, all buildings, building
systems, building machinery and equipment, fixtures and other improvements and
structures now or hereafter situated thereon or thereunder or forming a part
thereof, and all alterations, additions and betterments thereto, substitutions
therefor and restorations and replacements thereof (collectively, the "Tyler
Texas Real Property").

           B. Pursuant to that certain Credit Agreement dated as of July 24,
1996 by and among the Company, JPMORGAN CHASE BANK ("Agent"), a New York banking
corporation (and successor-in-interest to The Chase Manhattan Bank), Pilgrim,
FINOVA CAPITAL CORPORATION ("Finova"), a Delaware corporation, VAN KAMPEN
AMERICAN CAPITAL PRIME RATE INCOME TRUST ("Van Kampen"), a non-diversified,
closed end management investment company organized as a Massachusetts business
trust, and JPMORGAN CHASE BANK ("Chase"), a New York banking corporation (and
successor-in-interest to The Chase Manhattan Bank) (Chase, Finova, Pilgrim and
Van Kampen hereinafter are sometimes referred to collectively, but separately
and ratably, as the "Lenders" and individually as a "Lender"), which credit
agreement thereafter was amended and extended by the following modifications
entered into by and among the Company, the Agent and the Lenders: that certain
Amendment No. 1 dated as of December 9, 1996, that certain Amended and Restated
Credit Agreement [sic] dated as of January 26, 1998, that certain Amendment No.
1 dated as of November 1, 1998, that certain Amendment No. 2 dated as of June 9,
1999, that certain Amendment No. 3 dated as of August 31, 2000, that certain
Amendment No. 4 dated as of November 30, 2000 and that certain Amendment No. 5
dated as of February 28, 2001 (as so amended and extended, the "Loan
Agreement"), the Lenders from time to time separately advanced funds and
otherwise extended credit to the Obligors in the aggregate principal amount of
$70,000,000.00 (collectively, the "Loans") for the purposes, inter alia, of: (i)
financing the acquisition by the Company of various assets and businesses
integrally related to the Company's primary line of business and certain fees
and expenses relating thereto; and (ii) funding various working capital needs
and capital expenditures of the Obligors. The Credit Agreement, as well as all
of the amendments and extensions thereto, were received, reviewed and understood
by each of the Guarantors, as well as by BEEPERS PLUS OF NASHVILLE, INC.
("Nashville") and BEEPERS PLUS OF MEMPHIS, INC. ("Memphis"), both of which then
were

                                      -1-

<PAGE>

Delaware corporations and wholly-owned subsidiaries of the Borrower and both of
which, within the past thirty (30) days, have been merged with and into the
Borrower (individually, a "Former Guarantor" and collectively, the "Former
Guarantors"); and each of the Guarantors and the Former Guarantors also
consented to the execution, delivery and performance of the Credit Agreement and
each of the amendments and extensions thereto.

           C. The Loans are evidenced by the following promissory notes made by
the Company (collectively, the "Notes"):

              (i)      Promissory Note dated as of January 26, 1998 in the
                       original principal amount of $7,142,857.14 payable
                       to the order of Chase (the "Chase Revolving Credit
                       Note");

              (ii)     Promissory Note dated as of January 26, 1998 in the
                       original principal amount of $2,857,142.86 payable
                       to the order of Finova (the "Finova Revolving Credit
                       Note");

              (iii)    Promissory Note dated as of January 26, 1998 in the
                       original principal amount of $21,428,571.43 payable
                       to the order of Chase (the "Chase Facility A Term
                       Loan Note");

              (iv)     Promissory Note dated as of January 26, 1998 in the
                       original principal amount of $8,571,428.57 payable
                       to the order of Finova (the "Finova Facility A Term
                       Loan Note");

              (v)      Promissory Note dated as of January 26, 1998 in the
                       original principal amount of $1,928,571.43 payable
                       to the order of Chase (the "Chase Facility B Term
                       Loan Note");

              (vi)     Promissory Note dated as of January 26, 1998 in the
                       original principal amount of $8,571,428.57 payable
                       to the order of Finova (the "Finova Facility B Term
                       Loan Note");

              (vii)    Promissory Note dated as of January 26, 1998 in the
                       original principal amount of $9,500,000.00 payable
                       to the order of Van Kampen (the "Van Kampen Facility
                       B Term Loan Note"); and

              (viii)   Promissory Note dated as of January 26, 1998 in the
                       original principal amount of $10,000,000.00 payable
                       to the order of Pilgrim (the "Pilgrim Facility B
                       Term Loan Note");

and secured, inter alia, by:

              i.       a Guaranty  and Security  Agreement  (the  "Guaranty")
dated as of July 24, 1996 by and among the Company, each of the Guarantors and
the Agent, as administrative agent for each of the Lenders;

              ii.      various deeds of trust,  assignments of rents, security
agreements and fixture filings  (collectively,  the "Deeds of Trust") dated as
of July 24, 1996 given by the Company, as trustor, for

                                      -2-

<PAGE>

the benefit of the Agent, as administrative agent for the Lenders, as
beneficiary, which Deeds of Trust were recorded in the real property records of
those jurisdictions, and on such dates and under such recording numbers, as are
more particularly set forth on Schedule "B" attached hereto and thereby made a
                               ------------
part hereof;

              iii. a Collateral Assignment of Leasehold Interests (the
"Collateral Assignment") dated as of July 24, 1996 given by the Company,
Nashville and Memphis to the Agent, as administrative agent for each of the
Lenders, notices or memoranda of which were recorded as leasehold mortgages or
deeds of trust and/or as chattel mortgages or pledge agreements in the real
and/or personal property records of those jurisdictions, and on such dates and
under such identification numbers, as are more particularly set forth on
Schedule "C" attached hereto and thereby made a part hereof; and
------------

              iii. various UCC-1 financing statements executed by the
Company and/or one or more of the Guarantors in favor of the various Lenders and
filed with such appropriate state and county governmental offices, and on such
dates and under such identification numbers, as are more particularly set forth
on Schedule "D" attached hereto and thereby made a part hereof (collectively,
   ------------
the "Financing Statements").

The Guaranty, Collateral Assignment, Deeds of Trust, Financing Statements and
any and all other security agreements, financing statements, guaranties, deeds
of trust, pledges, assignments of leases and/or rents, pledges or assignments of
stock, membership, partnership and/or other ownership interests, and other
instruments which now or at any time hereafter encumber, constitute a lien or
charge upon or create or grant a security interest in all or any portion of the
Obligors' assets and properties (or in all or any portion of those of any
Obligor) for the benefit or in favor of the Lenders or any one or more of them,
together with any and all amendments thereto, substitutions therefor and
renewals, recastings and replacements thereof (including, without limitation,
the New Pilgrim Deed of Trust), hereinafter are sometimes referred to
collectively as the "Security Documents" and individually as a "Security
Document"; this Agreement, the Loan Agreement, the Notes, the Security Documents
and any and all applications, commitments, certificates, financial statements
and other instruments, documents and materials heretofore or at any time
hereafter executed and/or delivered by or on behalf of the Obligors (or any one
or more of them) in connection with or relating directly or indirectly to any
one or more of the Loans or to this Agreement, together with any and all
amendments thereto, substitutions therefor and renewals, recastings and
replacements thereof, hereinafter are sometimes referred to collectively as the
"Loan Documents" and individually as a "Loan Document"; and all existing or
hereafter acquired assets, properties, rights and interests of the Company
and/or the Guarantors, whether real or personal and whether tangible or
intangible, together with any and all additions, accessories and accessions
thereto, substitutions therefor and products and replacements thereof, and also
together with any and all proceeds of the foregoing, hereinafter are sometimes
referred to collectively as the "Collateral".

           D. The Obligors have requested that (i) the Lenders other than
Pilgrim (hereinafter, referred to collectively as the "Non-Pilgrim Lenders" and
individually as a "Non-Pilgrim Lender") accept discounted cash sums aggregating
$9,206,837.51 as payment in full of the total indebtedness currently owed to
such Lenders, return to the Company the Notes currently held by them
(hereinafter, referred to collectively as the "Non-Pilgrim Notes" and
individually as a "Non-Pilgrim Note", with the Loans evidenced thereby being
referred to collectively as the "Non-Pilgrim Loans" and individually as a
"Non-Pilgrim Loan") and release and discharge the Obligors from any and all
claims, demands, liabilities and obligations which such Non-Pilgrim Lenders, or
any of them, may have in any way relating to the Loan Documents or the
Non-Pilgrim Loans, (ii) Pilgrim agree to various additional modifications to the
Loan Documents and grant certain indulgences and forgiveness to the Obligors
with respect thereto (including,

                                      -3-

<PAGE>

without limitation, releasing all of the existing Collateral (except for all of
the ownership interests in TLI) and accepting a discounted cash sum in the
amount of $593,160.00 and an amended and restated promissory note in the stated
principal amount of $2,750,000.00 (the "Amended and Restated Pilgrim Note") as
payment in full of the indebtedness evidenced by the Pilgrim Facility B Term
Loan Note), which Amended and Restated Pilgrim Note is intended to evidence an
agreed-upon reduction (such reduced amount hereinafter being referred to as the
"Pilgrim Loan") in the unpaid balance of the loan originally made to the Company
by Pilgrim (the "Pilgrim Facility B Term Loan") and to be secured by a new deed
of trust, assignment of leases and rents, security agreement and fixture filing
on the Tyler Texas Real Property (the "New Pilgrim Deed of Trust") and the
security interests created by the existing Security Documents in such of the
existing Collateral as is not being released (i.e., all of the ownership
interests in TLI and all of the respective rights, titles and interests of both
the Borrower and TLI in, to and under the License Management Agreement), which
Tyler Texas Real Property, the TLI stock and all of the Borrower's and TLI's
respective rights, title and interests in, to and under the License Management
Agreement, together with any and all additions, accessories and accessions
thereto, substitutions therefor and products and replacements thereof, and also
together with any and all proceeds of the foregoing (hereinafter, sometimes
referred to collectively as the "New Collateral"), and (iii) the Agent assign to
Pilgrim all of its rights, titles and interests, as administrative agent, in, to
and under the Loan Documents (as so modified).

           E. Pilgrim, the Agent and the Non-Pilgrim Lenders are willing to
accommodate the Obligors' requests upon and subject to the terms and conditions
hereinafter set forth, and such terms and conditions are acceptable to each of
the Obligors.

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

           NOW, THEREFORE, in consideration of the premises, the mutual
promises, covenants, indemnities, representations and other provisions set forth
below and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby confirm, represent,
warrant and agree as follows:

           0. Definitions. In addition to other terms  defined  elsewhere in
              -----------
this Agreement, the following terms used herein shall have the meanings set
forth below (it being understood that capitalized terms appearing but not
otherwise defined herein shall have the same meanings as are ascribed to them
in the Loan Agreement (as the same will be modified pursuant to the terms and
conditions of Article III below if the Closing referred to in Paragraph 4.1
below occurs)):

              0.1 "Act of Insolvency" shall mean, with respect to any Person,
                   -----------------
the performance of any of the following acts or the occurrence of any of the
following events: (a) the commencement or filing by such Person of voluntary
proceedings or a petition seeking relief or protection under any Bankruptcy Law;
or (b) the adjudication of such Person as a bankrupt or insolvent; or (c) the
commencement of an involuntary proceeding under any Bankruptcy Law against such
Person and the failure of such Person to have such proceedings finally dismissed
within sixty (60) days thereafter; or (d) the seeking, consenting to or
acquiescence by such Person in the appointment of any trustee, receiver or
similar official for itself or for all or any substantial portion of its assets;
or (e) the appointment of a trustee, receiver or similar official for such
Person or for all or any substantial portion of its assets and the failure of
such Person to have such appointment finally dismissed or vacated within sixty
(60) days thereafter; or (f) the making by such Person of an assignment for the
benefit of its creditors; or (g) the admission by such Person in writing of its
inability to pay its debts generally as the same become due and payable; or (h)
the adoption by such Person's creditors of a general plan of arrangement,
recomposition or other action pursuant to a general meeting of the creditors of
such Person.

                                      -4-

<PAGE>

              0.2 "Affiliate" shall mean, with respect to any Person, (a) any
other Person who, whether directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with such
Person, (b) any other Person owning or controlling five percent (5%) or more of
the outstanding voting or beneficial ownership interests of such Person, (c) any
other Person who shares a director, executive officer, general partner or
controlling shareholder or member with such Person, (d) any director, executive
officer, general partner or controlling shareholder or member of such Person,
(e) any spouse, parent, child, grandparent, grandchild, sibling or first degree
collateral of such Person or of any other Person falling within any of the
categories described in clauses (a), (b), (c) or (d) of this definition and/or
(f) any trust the principal beneficiary of which is such Person or one or more
of the Persons falling within any of the categories described in clauses (a),
(b), (c), (d) or (e) of this definition and/or any Person who is controlled by
any such member or trust. For the purposes of this definition, "controls", "is
controlled by", or "is under common control with" shall mean the ability and/or
power (whether through direct or indirect ownership of voting or beneficial
ownership interests in such Person, or otherwise) to direct or cause the
direction of the management and policies of such Person, provided, however, that
in any event any Person that owns directly or indirectly securities having 5% or
more of the voting power for the election of directors or other governing body
of a corporation or 5% or more of the partnership or other ownership interests
of any other Person (other than as a limited partner of such other Person) will
be deemed to control such corporation or other Person. Without limiting the
generality of the foregoing, it is understood and agreed that each of the
Company, Robert M. McMurrey, J. Kernan Crotty, Progressive Concepts
Communications, Inc., Rainbow Resources, Inc. and the TLL Group, and each of
their respective constituent entities, are Affiliates of each other for all
purposes of this Agreement and the other Loan Documents.0.2 "Affiliate" shall
mean, with respect to any Person, (a) any other Person who, whether directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with such Person, (b) any other Person owning or
controlling five percent (5%) or more of the outstanding voting or beneficial
ownership interests of such Person, (c) any other Person who shares a director,
executive officer, general partner or controlling shareholder or member with
such Person, (d) any director, executive officer, general partner or controlling
shareholder or member of such Person, (e) any spouse, parent, child,
grandparent, grandchild, sibling or first degree collateral of such Person or of
any other Person falling within any of the categories described in clauses (a),
(b), (c) or (d) of this definition and/or (f) any trust the principal
beneficiary of which is such Person or one or more of the Persons falling within
any of the categories described in clauses (a), (b), (c), (d) or (e) of this
definition and/or any Person who is controlled by any such member or trust. For
the purposes of this definition, "controls", "is controlled by", or "is under
common control with" shall mean the ability and/or power (whether through direct
or indirect ownership of voting or beneficial ownership interests in such
Person, or otherwise) to direct or cause the direction of the management and
policies of such Person, provided, however, that in any event any Person that
                         --------  -------
owns directly or indirectly securities having 5% or more of the voting power for
the election of directors or other governing body of a corporation or 5% or more
of the partnership or other ownership interests of any other Person (other than
as a limited partner of such other Person) will be deemed to control such
corporation or other Person. Without limiting the generality of the foregoing,
it is understood and agreed that each of the Company, Robert M. McMurrey, J.
Kernan Crotty, Progressive Concepts Communications, Inc., Rainbow Resources,
Inc. and the TLL Group, and each of their respective constituent entities, are
Affiliates of each other for all purposes of this Agreement and the other Loan
Documents.0.2 "Affiliate" shall mean, with respect to any Person, (a) any other
Person who, whether directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with such Person, (b) any
other Person owning or controlling five percent (5%) or more of the outstanding
voting or beneficial ownership interests of such Person, (c) any other Person
who shares a director, executive officer, general partner or controlling
shareholder or member with such Person, (d) any director, executive officer,
general

                                      -5-

<PAGE>

partner or controlling shareholder or member of such Person, (e) any spouse,
parent, child, grandparent, grandchild, sibling or first degree collateral of
such Person or of any other Person falling within any of the categories
described in clauses (a), (b), (c) or (d) of this definition and/or (f) any
trust the principal beneficiary of which is such Person or one or more of the
Persons falling within any of the categories described in clauses (a), (b), (c),
(d) or (e) of this definition and/or any Person who is controlled by any such
member or trust. For the purposes of this definition, "controls", "is controlled
by", or "is under common control with" shall mean the ability and/or power
(whether through direct or indirect ownership of voting or beneficial ownership
interests in such Person, or otherwise) to direct or cause the direction of the
management and policies of such Person, provided, however, that in any event any
                                        --------  -------
Person that owns directly or indirectly securities having 5% or more of the
voting power for the election of directors or other governing body of a
corporation or 5% or more of the partnership or other ownership interests of any
other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person. Without limiting the
generality of the foregoing, it is understood and agreed that each of the
Company, Robert M. McMurrey, J. Kernan Crotty, Progressive Concepts
Communications, Inc., Rainbow Resources, Inc. and the TLL Group, and each of
their respective constituent entities, are Affiliates of each other for all
purposes of this Agreement and the other Loan Documents.0.2 "Affiliate" shall
mean, with respect to any Person, (a) any other Person who, whether directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with such Person, (b) any other Person owning or
controlling five percent (5%) or more of the outstanding voting or beneficial
ownership interests of such Person, (c) any other Person who shares a director,
executive officer, general partner or controlling shareholder or member with
such Person, (d) any director, executive officer, general partner or controlling
shareholder or member of such Person, (e) any spouse, parent, child,
grandparent, grandchild, sibling or first degree collateral of such Person or of
any other Person falling within any of the categories described in clauses (a),
(b), (c) or (d) of this definition and/or (f) any trust the principal
beneficiary of which is such Person or one or more of the Persons falling within
any of the categories described in clauses (a), (b), (c), (d) or (e) of this
definition and/or any Person who is controlled by any such member or trust. For
the purposes of this definition, "controls", "is controlled by", or "is under
common control with" shall mean the ability and/or power (whether through direct
or indirect ownership of voting or beneficial ownership interests in such
Person, or otherwise) to direct or cause the direction of the management and
policies of such Person, provided, however, that in any event any Person that
                         --------  -------
owns directly or indirectly securities having 5% or more of the voting power for
the election of directors or other governing body of a corporation or 5% or more
of the partnership or other ownership interests of any other Person (other than
as a limited partner of such other Person) will be deemed to control such
corporation or other Person. Without limiting the generality of the foregoing,
it is understood and agreed that each of the Company, Robert M. McMurrey, J.
Kernan Crotty, Progressive Concepts Communications, Inc., Rainbow Resources,
Inc. and the TLL Group, and each of their respective constituent entities, are
Affiliates of each other for all purposes of this Agreement and the other Loan
Documents.

                   0.3 "Bankruptcy Law" shall mean the United States Bankruptcy
                        --------------
Code of 1978, as the same now exists or hereafter may be amended, any and all
future federal bankruptcy codes, and any and all present and future federal and
state insolvency, reorganization, arrangement, composition, recapitalization,
readjustment, moratorium, liquidation, dissolution, debtor relief or similar
Laws.

                   0.4 "Governmental Authorities" shall mean all federal, state,
                        ------------------------
county, municipal and other governmental entities, and all courts, departments,
commissions, boards,

                                      -6-

<PAGE>

bureaus, agencies, authorities, instrumentalities, offices, officials and
officers thereof.

                   0.5 "Incapacity" shall mean any of: (a) the death of an
                        ----------
individual; (b) the entry of an order or judgment by a court of competent
jurisdiction adjudicating an individual to be incompetent to manage his person
or his estate; (c) the commission of an Act of Insolvency by or the existence of
an Act of Insolvency with respect to any Person; or (d) the dissolution (without
reconstitution in accordance with applicable Law), termination or liquidation of
any Person not an individual.

                   0.6 "Law" shall mean any and all present and future
                        ---
legislative, judicial and administrative statutes, codes, acts, laws,
ordinances, orders, judgments, decrees, injunctions, decisions, rules,
resolutions, restrictions, regulations and requirements of Governmental
Authorities.

                   0.7 "Person" shall mean any individual, partnership,
                        ------
corporation, business trust, limited liability company, joint venture, trust,
estate, unincorporated association, Governmental Authority or other legal or
commercial entity.

                   0.8 "TLL Group" shall mean, collectively, TLL Partners,
                        ---------
L.L.C., a Delaware limited liability company, Robert M. McMurrey, J. Kernan
Crotty, Progressive Concepts Communications, Inc., Rainbow Resources, Inc., the
constituent entities of each of the foregoing Persons which is not an
individual, and the respective Affiliates of each of the foregoing.

           1. Accuracy of Recitals1. Each of the Obligors confirms the accuracy
              ---------------------
in all material respects of the foregoing Recitals and adopts and incorporates
each of the same into this Agreement as its own individual warranties and
representations with the same force and effect as if such Recitals were more
fully set forth below.

           2. Representations, Warranties and Covenants of Obligors. Each of the
              -----------------------------------------------------
Obligors jointly and severally represents and warrants to and covenants with
Pilgrim, the Agent and the Non-Pilgrim Lenders, with the knowledge and
understanding that Pilgrim, the Agent and the Non-Pilgrim Lenders are relying
thereupon, that but for the present and continued accuracy, completeness and
currency of such representations and warranties and the punctual and full
performance of such covenants none of Pilgrim, the Agent or any of the
Non-Pilgrim Lenders would be entering into this Agreement or any of the
transactions contemplated hereby and that such covenants, warranties and
representations shall survive, for the period set forth in Paragraph 5.16 below,
any termination of this Agreement, the closing of the transactions contemplated
hereby, and any foreclosure or trustee's sale (or agreement in lieu thereof) of
the New Collateral or any portion thereof, as well as any investigations,
inspections or inquiries made by Pilgrim, the Agent, any of the Non-Pilgrim
Lenders or any of their respective employees, agents or representatives (whether
legal or otherwise), whenever made, as follows:

                   2.1 Re-Affirmation of Existing Obligations. Except as the
                       --------------------------------------
same may be (and then only to the limited extent) modified by the terms and
conditions of Article III below if the Closing referred to in Paragraph 4.1
below occurs, all of the agreements, representations, warranties, covenants and
indemnities made by the Obligors (or any of them) in the Loan

                                      -7-

<PAGE>

Documents (or in any of them) are hereby repeated and reaffirmed, and adopted as
each Obligor's own individual representations, warranties, agreements, covenants
and indemnities, with the same force and effect as if made on the Effective Date
and specifically set forth in this Agreement.

                   2.2 Current Status of Loan and Loan Documents. As of the
                       -----------------------------------------
Effective Date:

                       2.2.1 None of the Loan Documents has been modified,
supplemented, terminated, altered or amended in any manner or respect
whatsoever, nor has any liability, duty or obligation of any Obligor or any of
Pilgrim's, the Agent's or any of the Non-Pilgrim Lenders' respective rights,
powers or remedies thereunder or at Law or in equity been excused, waived,
released, discharged, novated, compromised or impaired in any respect
whatsoever;

                       2.2.2 The Loan Documents set forth the valid, genuine,
bona fide and binding legal obligations of those Obligors which are party
thereto, and are and shall continue to be enforceable in accordance with their
respective terms (as such terms will be modified pursuant to the terms and
conditions of Article III below if the Closing referred to in Paragraph 4.1
below occurs), except as enforceability may be limited by Bankruptcy Laws or by
other Laws of general application relating to the enforcement of creditors'
rights;

                       2.2.3 The indebtedness evidenced by the various Notes is
justly due and owing to the Lenders party thereto and all amounts provided for
in the Loan Documents or in any of them are payable in the amount, time and
manner set forth therein;

                       2.2.4 The unpaid principal balance and amount of accrued
and unpaid interest owed to Pilgrim as of March 28, 2002 with respect to the
Pilgrim Facility B Term Loan (exclusive of all other sums owed to Pilgrim under
the Loan Documents for unpaid fees and other charges (including, without
limitation, real estate tax impounds, insurance premium impounds, late charges,
advanced but unreimbursed expenses and attorneys' fees and disbursements)) are:

            Unpaid Principal                           $  9,896,063.67
            Accrued and Unpaid Interest                $    521,478.76
                                                       ---------------
                                                       $ 10,417,542.43

                       2.2.5 Interest in respect of the Pilgrim Facility B Term
Loan has been paid through July 5, 2001 and accrues at the rate of 6.75% per
annum;

                       2.2.6 The next regularly scheduled payment of principal
and interest with respect to the Pilgrim Facility B Term Loan is June 28, 2002;

                       2.2.7 The Loan Documents, as well as all other agreements
between any of the Lenders (or any one or more of them or any one or more of
their respective Affiliates), on the one hand, and the Obligors (or any one or
more of them or any one or more of their respective Affiliates), on the other
(such other agreements being referred to collectively as the "Other Agreements"
and individually as an "Other Agreement"), are free and clear of any and all
disputes, rights of offset, claims and defenses on the part of the Obligors
(whether for credit, deduction, abatement, recoupment, damages, rescission or
otherwise), and none of the Obligors or any of their Affiliates has any other
claim against Pilgrim, the Agent or any of the Non-Pilgrim Lenders (or against
any of their respective Affiliates);

                                      -8-

<PAGE>

                       2.2.8 No breach or default (or event which with the
passage of time, the giving of notice or both would constitute a breach or
default) on the part of Pilgrim, the Agent or any of the Non-Pilgrim Lenders
under any of the Loan Documents or Other Agreements has occurred, and Pilgrim,
the Agent and each of the Non-Pilgrim Lenders has timely and fully complied
with, kept, observed and/or performed all of their respective obligations,
duties, responsibilities and promises under the Loan Documents and Other
Agreements required to have been timely and fully complied with, kept, observed
and/or performed on or prior to the date hereof;

                       2.2.9 The Obligors are in breach or default under the
Loan Documents, and have failed to cure the same within the applicable periods
of notice and cure, if any, set forth therein, in that, inter alia, no payments
of principal or interest with respect to any of the Loans have been made since
July 5, 2001 and the audited consolidated financial statements and other
financial reports for the fiscal year ending May 31, 2001 required by the Loan
Documents have not been delivered to Pilgrim, the Agent or any of the
Non-Pilgrim Lenders; provided, however, that if the Closing referred to in
Paragraph 4.1 below occurs, neither the Agent nor any of the Lenders shall
exercise any rights, powers or remedies to which any of them otherwise might be
entitled on account of such breaches or defaults;

                       2.2.10 Except as set forth on Schedule 2.2.10 attached
                                                     ---------------
hereto and thereby made a part hereof, each of the Security Documents
constitutes a perfected, valid and continuing first priority lien upon and
security interest in the items of Collateral intended to be encumbered thereby,
free and clear of (a) any and all other charges, encumbrances, liens or security
interests, and (b) any and all other adverse rights, interests or claims of
third parties; and if the Closing referred to in Paragraph 4.1 below occurs,
each of the Security Documents (as the same will be modified pursuant to the
terms and conditions of Article III below if the Closing provided for in
Paragraph 4.1 below occurs) shall continue to remain a perfected, valid and
continuing first priority lien upon and security interest in the items of New
Collateral intended to be encumbered thereby, free and clear of (a) any and all
other charges, encumbrances, liens or security interests, and (b) any and all
other adverse rights, interests or claims of third parties; and

                       2.2.11 Provided the Closing referred to in Paragraph 4.1
below occurs, each of the Obligors shall continue to defend the Company's good,
marketable and insurable fee simple title in and to the New Collateral and each
and every part thereof (and, with respect to the FCC Licenses, TLI's sole and
unencumbered ownership thereof) and the validity and first priority of Pilgrim's
continuing perfected liens thereon and security interests therein against all
claims and demands whatsoever of all other Persons, hold Pilgrim harmless on
account thereof and not do or omit to do or permit anything to be done or
omitted to be done that might impair such title, or the value of all or any
portion of the New Collateral, or the validity, enforceability, priority or
security of the lien of the Security Documents (as the same will be modified
pursuant to the terms and conditions of Article III below if the Closing
provided for in Paragraph 4.1 below occurs).

                   2.3 Continued Performance of Obligors' Obligations. Until
                       ----------------------------------------------
the repayment of the entire indebtedness evidenced by the Amended and Restated
Pilgrim Note and the performance in full of all of the Obligors' other
obligations under this Agreement and the other Loan Documents (as the same will
be modified pursuant to the terms and conditions of Article III below if the
Closing referred to in Paragraph 4.1 below occurs), the Obligors (and each of
them) shall continue to promptly and diligently comply with, keep, observe and
perform or cause to be promptly and diligently complied with, kept, observed and
performed, in strict accordance with the provisions thereof:

                                      -9-

<PAGE>

                       2.3.1 all of their respective obligations under this
Agreement;

                       2.3.2 all of their respective duties, obligations and
responsibilities under the Amended and Restated Pilgrim Note, the New Pilgrim
Deed of Trust and the other Loan Documents (as the same will be modified
pursuant to the terms and conditions of Article III below if the Closing
referred to in Paragraph 4.1 below occurs); and

                       2.3.3 all of their respective duties, obligations and
responsibilities under each other agreement or instrument affecting or
pertaining to all or any portion of their respective business operations or
financial conditions or to all or any portion of the New Collateral.

The generality of the requirements contained in this Paragraph 2.3 shall not be
construed as being in derogation of, nor shall the same be limited by, the
specific obligations of any one or more of the Obligors contained herein or in
any of the other Loan Documents (as the same will be modified pursuant to the
terms and conditions of Article III below if the Closing referred to in
Paragraph 4.1 below occurs).

                   2.4 No Hidden Inducements or Mistakes of Fact. Each of the
                       -----------------------------------------
Obligors expressly acknowledges and agrees that:

                       2.4.1 it has entered into this Agreement solely on the
basis of (a) its and its employees', agents' and representatives' own
independent analyses of what it and they believe to be the existing facts and
circumstances and (b) the specific promises and commitments of Pilgrim, the
Agent and the Non-Pilgrim Lenders set forth herein;

                       2.4.2 in the event that any warranty, representation,
guaranty, promise, statement or inducement of any kind or nature, whether
express or implied, not contained in this Agreement has been made or furnished
or is alleged to have been made or furnished by any Person (including, without
limitation, any real estate or mortgage broker, Pilgrim, the Agent, any of the
Non-Pilgrim Lenders, any of their respective Affiliates, any representatives
(whether legal or otherwise) or agents of Pilgrim, the Agent, any of the
Non-Pilgrim Lenders or any of their respective Affiliates, or any employee,
officer, director, shareholder, trustee, member or partner of any of the
foregoing), then none of Pilgrim, the Agent or any of the Non-Pilgrim Lenders
shall be liable therefor or bound in any manner thereby, regardless of how or to
or by whomsoever made or given, directly or indirectly, verbally or in writing;
and

                       2.4.3 it has expressly assumed the risk that any state of
facts and/or circumstances might be different from those thought to exist or
hereafter might change and, accordingly, affirms and covenants that the terms
and conditions of this Agreement shall remain binding on it in all respects
notwithstanding any such mistake of fact and/or circumstance or subsequent
change of fact or circumstance and in no event shall be subject to amendment,
invalidation, termination or rescission on account thereof.

                   2.5 No Reconveyance Agreements. Except as may be specifically
                       --------------------------
set forth to the contrary in Article III below if the Closing referred to in
Paragraph 4.1 below occurs, there is no agreement or understanding, whether oral
or written, between the Agent and any Obligor (or between any of their
respective Affiliates), between any Lender and any Obligor (or between any of
their respective Affiliates), among any of the Obligors (or among any of their
respective Affiliates), or between

                                      -10-

<PAGE>

any of the Obligors and any other Person, relating to:

               2.5.1  a reconveyance  of all or any portion of the New
Collateral to any one or more of the  Obligors  or to any of  their  respective
Affiliates (except to Borrower  upon  payment of the entire  indebtedness
evidenced by the Amended  and  Restated  Pilgrim  Note  and  performance  in
full  of all of the Obligors'  other  obligations  under  the Loan  Documents
(as the same  will be modified  pursuant  to the  terms and  conditions  of
Article  III below if the Closing referred to in Paragraph 4.1 below occurs));
or

               2.5.2  a  sale,  reconveyance  or  other  transfer  of all or any
portion of the New  Collateral  to a third  party for the  benefit of any one or
more of the Obligors or any of their respective Affiliates; or

               2.5.3  the  division  of any  refinancing,  foreclosure  or other
proceeds of the New Collateral.

          2.6  Ratification of Loan Documents and Other Agreements;  Absence
               -------------------------------------------------------------
of  Existing  Impairment;  Agreement  Does  Not  Constitute  An  Impairment.
---------------------------------------------------------------------------
Each of the Obligors acknowledges,  confirms and agrees, for itself, its
Affiliates,  its and  their  respective trustees-in-bankruptcy  and  other
creditors  (whether past, present or future) and its and their respective heirs,
devisees, executors,  administrators, personal representatives,  successors and
assigns, that:

               2.6.1  None of Pilgrim, the Agent or any of the Non-Pilgrim
Lenders heretofore has annulled, rendered nugatory, terminated, released,
excused, waived, limited, restricted, compromised, novated, discharged or
otherwise impaired or adversely affected, or consented to or otherwise effected
any amendment or modification of, any duty, liability or obligation of any
Obligor or any of Pilgrim's, the Agent's or any of the Non-Pilgrim Lenders'
respective rights, remedies, powers, benefits or privileges under any of the
Loan Documents, or any of Pilgrim's, the Agent's or any of the Non-Pilgrim
Lenders' respective abilities to exercise any of the same subsequent to the
Effective Date, or the legality, validity, binding nature, enforceability or
priority of any of the Loan Documents or of any of Pilgrim's, the Agent's or any
of the Non-Pilgrim Lenders' respective rights, title and interests in and to the
Collateral;

               2.6.2  By entering into this Agreement and consummating the
transactions contemplated hereby, none of Pilgrim, the Agent or any of the
Non-Pilgrim Lenders shall be deemed to have (except with respect to the specific
modifications set forth in Article III below (and then only to the limited
extent provided for therein) if the Closing referred to in Paragraph 4.1 below
occurs) annulled, rendered nugatory, terminated, released, excused, waived,
limited, restricted, compromised, novated, discharged or otherwise impaired or
adversely affected, or consented to or otherwise effected any amendment or
modification of, any duty, liability or obligation of any Obligor or any of
Pilgrim's, the Agent's or any of the Non-Pilgrim Lenders' respective rights,
remedies, powers, benefits or privileges under any of the Loan Documents (as the
same will be modified pursuant to the terms and conditions of Article III below
if the Closing referred to in Paragraph 4.1 below occurs), or any of Pilgrim's,
the Agent's or any of the Non-Pilgrim Lenders' respective abilities to exercise
any of the same subsequent to the Effective Date, or the legality, validity,
binding nature, enforceability or priority of any of the Loan Documents (as the
same will be modified pursuant to the terms and conditions of Article III below
if the Closing referred to in Paragraph 4.1 below occurs) or of any of
Pilgrim's, the Agent's or any of the Non-Pilgrim Lenders'

                                      -11-

<PAGE>

respective rights, title and interests in and to the New Collateral;

               2.6.3 Except as otherwise specifically provided to the contrary
in Article III below (and then only to the limited extent provided for therein)
if the Closing referred to in Paragraph 4.1 below occurs, all of Pilgrim's, the
Agent's and the Non-Pilgrim Lenders' respective rights, titles and interests in
and to the Collateral and the New Collateral, as well as the legality, validity,
binding nature, enforceability and priority of each of the Loan Documents (as
the same will be modified pursuant to the terms and conditions of Article III
below if the Closing referred to in Paragraph 4.1 below occurs) and all of the
duties, liabilities, obligations, rights, remedies, powers, benefits and
privileges set forth therein, shall remain in full force and effect, unmodified
and unaffected by the execution of this Agreement or the closing of the
transactions contemplated hereby, and the same are hereby ratified and
re-affirmed in all respects; and

               2.6.4  Except as otherwise  specifically  provided to the
contrary in Article III below (and then only to the limited extent  provided for
therein)if the Closing referred to in Paragraph 4.1 below occurs, none of
Pilgrim's, the Agent's  or  any  of the  Non-Pilgrim  Lenders'  respective
entries  into  this Agreement  and/or  consummation of the  transactions
contemplated  hereby shall constitute or be deemed to constitute an election of
remedies with respect to or a cure or waiver of any existing breach or default
under, or a waiver,  release, renunciation  or impairment of time of the
essence,  strict  performance  or any other provision  contained in, or a
promise or commitment to waive or excuse any future breach,  default or failure
of payment or performance  under,  any of the Loan  Documents  (as the  same
will  be  modified  pursuant  to the  terms  and conditions  of Article III
below if the Closing  referred  to in  Paragraph  4.1 below occurs).

          2.7  Accuracy, Currency and Completeness of Furnished Information.
               ------------------------------------------------------------
Each of the schedules, balance sheets, profit and loss, cash flow and operating
statements, reports, budgets, plans and other financial and operating
information pertaining to the Collateral or the New Collateral or to the
financial condition or business affairs of the Obligors (or any of them or any
of their respective Affiliates) which heretofore has been or hereafter will be
delivered to Pilgrim is and shall continue to be accurate, current and complete
in all material respects for the periods reflected therein, presents and will
continue to present fairly the subjects intended to be covered thereby, contains
and shall continue to contain no material misstatements or omissions and has
been and shall continue to be prepared in accordance with generally accepted
accounting principles, consistently applied. Such materials were and will
continue to be prepared and submitted in good faith and without any intent to
mislead or defraud Pilgrim. There are and will continue to be no obligations,
liabilities, indebtedness (including, without limitation, contingent
liabilities), facts, events or circumstances which are or might be material to
the New Collateral or to any Obligor or any of its Affiliates which have not
been and in the future will continue to have not been accurately and completely
reflected in such delivered materials; and no materially adverse change with
respect to any of the information set forth therein has or will have occurred
since the respective dates of their last delivery without first having been
conspicuously disclosed in writing to and receipt thereof acknowledged in
writing by Pilgrim.

          2.8  No Challenges, Repudiations or Other Hostile Acts. Each of the
               -------------------------------------------------
Obligors further represents, warrants and covenants, for itself, its Affiliates,
its and their respective  trustees-in-bankruptcy and other creditors (whether
past, present or future) and its and their respective heirs,  devisees,
executors,


                                      -12-

<PAGE>

administrators, personal representatives, successors and assigns, that, in
consideration of and to induce Pilgrim's, the Agent's and each of the
Non-Pilgrim Lenders' respective execution and delivery of this Agreement and
consummation of the transactions contemplated hereby:

               2.8.1  none of the  Obligors  will  take or omit to take (or
permit  or  suffer  any of their  respective Affiliates to take or omit to take)
any action or actions which might have the effect of preventing, impeding,
delaying, impairing or otherwise adversely affecting any of Pilgrim's or the
Agent's respective permitted rights, powers, remedies, benefits or privileges
under the Loan Documents (as the same will be modified pursuant to the terms and
conditions of Article III below if the Closing referred to in Paragraph 4.1
below occurs), or any of them, or at Law or in equity, or their respective
abilities to exercise any of the same;

               2.8.2  none of the  Obligors  will (or will  permit  or  suffer
any of their  respective  Affiliates  to) attempt to repudiate, contest or
challenge, seek to set aside, enjoin, restrain or overturn, or otherwise
endeavor to impede, interfere with or impair (whether in whole or in part), any
of: (a) Pilgrim's or the Agent's respective rights, title and interests in and
to the New Collateral; (b) Pilgrim's or the Agent's respective rights, remedies,
powers, benefits and/or privileges under or pursuant to this Agreement or any of
the other Loan Documents (as the same will be modified pursuant to the terms and
conditions of Article III below if the Closing referred to in Paragraph 4.1
below occurs), or at Law or in equity, or any future exercise or attempted
exercise thereof; or (c) the legality, validity, binding nature, enforceability
or priority of this Agreement or any of the other Loan Documents (as the same
will be modified pursuant to the terms and conditions of Article III below if
the Closing referred to in Paragraph 4.1 below occurs), or the adequacy of
consideration therefor; and

               2.8.3  in the event that:  (a) any Obligor (or any of its
Affiliates)  breaches (i) any of the  covenants set forth in Subparagraphs 2.8.1
or 2.8.2 above or 2.9.1 or 2.9.2 below, or (ii) any of its other warranties,
representations, covenants, agreements or indemnities contained herein or in any
of the other Loan Documents (as the same will be modified pursuant to the terms
and conditions of Article III below if the Closing referred to in Paragraph 4.1
below occurs); or (b) any Obligor (or any of its Affiliates) otherwise commits a
default hereunder or under any of the other Loan Documents (as the same will be
modified pursuant to the terms and conditions of Article III below if the
Closing referred to in Paragraph 4.1 below occurs); or (c) the Closing referred
to in Paragraph 4.1 below does not occur for any reason whatsoever other than an
uncured breach or default hereunder by Pilgrim; or (d) any third-party creditor,
bankruptcy trustee or other Person successfully challenges in any court of
competent jurisdiction (i) the legality, validity, binding nature,
enforceability or priority of this Agreement or any of the other Loan Documents
(as the same will be modified pursuant to the terms and conditions of Article
III below if the Closing referred to in Paragraph 4.1 below occurs), or (ii) any
of Pilgrim's or the Agent's respective rights, title and interests in and to any
of the New Collateral, or (iii) any of the transactions contemplated hereby, or
(iv) the adequacy of consideration therefor, or (v) any exercise or attempted
exercise by Pilgrim or the Agent of any of their respective rights, powers,
remedies, benefits or privileges; or (e) a court of competent jurisdiction
determines and/or orders that (i) any of the transactions contemplated by this
Agreement shall be set aside (whether in whole or in part), or (ii) a judgment
shall be entered against Pilgrim or the Agent for or on account of any alleged
illegality, invalidity, unenforceability, lack of priority, inadequacy of
consideration, absence of rights, title and interests or unavailability or
ineffectiveness of rights, powers, remedies, benefits or privileges, or (iii)
the execution and delivery of this Agreement or any of the closing deliveries
referred to in Paragraph 4.2 below constitutes a fraudulent transfer or
conveyance or voidable preference; or (f) any other aspect of any of the
transactions contemplated hereby shall be voided, nullified (in whole or in
part) or otherwise impaired to Pilgrim's or the Agent's respective detriments;
then, upon the occurrence of any of such events the same shall, at Pilgrim's
option and without

                                      -13-

<PAGE>

any requirement of notice or opportunity to cure, constitute a default under the
Loan Documents (as the same will be modified pursuant to the terms and
conditions of Article III below if the Closing referred to in Paragraph 4.1
below occurs), entitling Pilgrim thereafter to exercise any and all equitable
and/or legal remedies to which it then might be entitled (in addition to any
others specifically provided for in the Loan Documents (as the same will be
modified pursuant to the terms and conditions of Article III below if the
Closing referred to in Paragraph 4.1 below occurs) or in any of them).

       2.9     Debtor Relief Proceedings. Each of the Obligors specifically
               -------------------------
acknowledges and represents that one of the purposes of this Agreement is to
provide them and their respective Affiliates with the opportunity to reorganize
their respective affairs in lieu of filing a petition for relief pursuant to any
Bankruptcy Law or instituting any other action or proceeding under any other Law
seeking to restrain, enjoin or otherwise impede the exercise of the Agent's or
any of the Lenders' respective rights or remedies. Accordingly, each of them
further expressly warrants and covenants that:

               2.9.1  none of the Obligors or any of their respective
Affiliates  shall (a) file for relief,  protection or reorganization under or
otherwise seek to take advantage of any Bankruptcy Law or other Law, or (b)
cause to occur any act or omission (including, without limitation, making any
assignment for the benefit of their respective creditors) enabling any of their
creditors to invoke any Bankruptcy Law or other Law, or (c) commence or
acquiesce to the commencement of any other proceeding attempting to repudiate,
contest or challenge, or seeking to set aside, enjoin, restrain or overturn, or
otherwise endeavoring to impede, interfere with or impair Pilgrim's or the
Agent's exercise or attempted exercise of any of the rights, powers or remedies
afforded to them hereunder or under any of the other Loan Documents (as the same
will be modified pursuant to the terms and conditions of Article III
below if the Closing referred to in Paragraph 4.1 below occurs) or at Law or in
equity (collectively, "Debtor Relief Proceedings" and individually, a "Debtor
Relief Proceeding");

               2.9.2  however, if there shall be filed by or against any of
the Obligors (or by or against any of their respective Affiliates) any Debtor
Relief Proceeding, then each of the Obligors covenants to agree with and adopt,
consent to, include and/or take (and not to contest, dispute or challenge the
assertion and/or taking by Pilgrim or the Agent of), and to cause each of their
respective Affiliates to agree with and adopt, consent to, include and/or take
(and not to contest, dispute or challenge the assertion and/or taking by Pilgrim
or the Agent of), the following actions and/or positions therein:

                      2.9.2.1  the continued  enforceability  of the terms and
conditions of this Agreement shall be made an integral part of each and every
plan of reorganization ("Plan") or order of discharge or other relief
("Discharge") submitted, sought, confirmed or entered therein;

                      2.9.2.2  an  Obligor's  obligations,  and/or  those of any
of its Affiliates,  hereunder and/or under any of the other Loan Documents (as
the same will be modified  pursuant to the terms and  conditions  of Article III
below if the Closing  referred to in Paragraph  4.1 below  occurs) shall be
excluded from any Discharge;

                      2.9.2.3  neither any Obligor's  obligations,  nor those of
any of its Affiliates,  hereunder  and/or under any of the other Loan Documents
(as the same will be modified  pursuant to the terms and conditions of Article
III below if the Closing  referred to in Paragraph  4.1 below  occurs) shall be
altered or amended as part of, or in connection  with the  promulgation or
adoption of, any Plan;

                      2.9.2.4  all  limitations  upon  recourse  against  any
Person or against any


                                      -14-

<PAGE>

portion of its assets contained in any of the Loan Documents (as the same will
be modified pursuant to the terms and conditions of Article III below if the
Closing referred to in Paragraph 4.1 below occurs) automatically shall become
null and void and of no further force or effect whatsoever effective as of the
date any such Debtor Relief Proceeding is filed; and thereafter all such Persons
shall become fully liable for payment and performance in full of the
indebtedness and other obligations contained therein and Pilgrim and the Agent
(as applicable) shall be entitled to exercise unlimited recourse against such
Persons and all of their assets and properties;

               2.9.2.5  none of the  Obligors or their  respective  Affiliates
has any equity in any of the items comprising the New Collateral;

               2.9.2.6  the  fair  market  value  of  the  New   Collateral   is
significantly  less than the balance of the indebtedness  owed under the Amended
and Restated Pilgrim Note;

               2.9.2.7  the consolidated business operations of the Obligors
have not  generated  as of  the  Effective  Date,  and  have  little  likelihood
for generating prior to the Maturity Date,  sufficient  income or cash flow to
repay the loan evidenced by the Amended and Restated  Pilgrim Note in accordance
with the terms and  conditions  of the Loan  Documents  (as the same will be
modified pursuant  to the terms  and  conditions  of  Article  III  below if the
Closing referred to in Paragraph 4.1 below occurs);

               2.9.2.8  none of the Obligors or their  respective  Affiliates
has received as of the Effective Date, or has any realistic  likelihood of
receiving prior to the Maturity Date, a purchase or  refinancing  offer in
respect of the New  Collateral  in an  amount  sufficient  to repay the loan
evidenced  by the Amended and Restated Pilgrim Note in full;

               2.9.2.9  the  institution  or  continuance  of any Debtor  Relief
Proceeding will only serve to: (a) cause a material  decline in the value of the
New Collateral; and (b) increase the potential loss to all creditors;

               2.9.2.10 the New  Collateral  is not  necessary  for any Plan or
reorganization attempt of any Obligor or of any of its Affiliates;

               2.9.2.11 cause exists, including the lack of adequate protection,
to grant  Pilgrim  and the  Agent  (as  applicable)  immediate  relief  from any
moratorium or stay that might be imposed  against Pilgrim and/or the Agent in or
on account of any Debtor Relief Proceeding (including,  without limitation,  the
immediate and absolute  lifting of the automatic  stay imposed by 11 U.S.C.  ss.
362 on the  enforcement  of Pilgrim's or the Agent's  respective  remedies under
this  Agreement or any of the other Loan Documents (as the same will be modified
pursuant  to the terms  and  conditions  of  Article  III  below if the  Closing
referred to in Paragraph 4.1 below occurs) or at Law or in equity); and

               2.9.2.12 because all of the Obligors (other than the Company) are
100% owned by the Company and the TLL Group is the ultimate  controlling  Person
for  the  Company,   each  of  the  Obligors  is  receiving   new  and  valuable
consideration and deriving  substantial  economic benefit from and in connection
with entering into this Agreement.

          2.10 Payment of Expenses. The Obligors (and each of them shall be
               -------------------
jointly and severally liable for, and shall pay to Pilgrim and/or the Agent
promptly following written demand, any and all amounts (including, without
limitation, accountants', appraisers', engineers', environmental consultants',

                                      -15-

<PAGE>

receivers', surveyors', other professionals' and reasonable attorneys' fees and
disbursements) at any time paid or incurred by Pilgrim and/or the Agent in
connection with, relating to or arising out of:

                            2.10.1 the preparation, negotiation, execution
and/or recordation of this Agreement and/or any of the closing documents
referred to in Paragraph 4.2 below;

                            2.10.2 any failure by any of the Obligors or any of
their respective  Affiliates to comply with, observe and/or perform any of
their obligations hereunder or under any of the other Loan Documents (as the
same will be modified pursuant to the terms and conditions of Article III below
if the Closing referred to in Paragraph 4.1 below occurs) strictly in accordance
with the provisions hereof or thereof;

                            2.10.3 any and all efforts by  Pilgrim and/or the
Agent to monitor such compliance, observance or performance and/or to
undertake such compliance, observance or performance itself (whether directly or
through an agent) following any failure of the Obligors or any of their
respective Affiliates to do so;

                            2.10.4 any threatened, pending or contemplated
action, arrangement, dispute or proceeding in which Pilgrim and/or the Agent is
or might be made a party or witness and which affects or might affect this
Agreement, one or more of the other Loan Documents (as the same will be modified
pursuant to the terms and conditions of Article III below if the Closing
referred to in Paragraph 4.1 below occurs), all or any portion of the New
Collateral or title thereto or any of Pilgrim's liens thereon or security
interests therein;

                            2.10.5 any exercise or attempted exercise of any of
Pilgrim's and/or the Agent's respective permitted rights, powers, remedies,
benefits or privileges under this Agreement, or any of the other Loan Documents
(as the same will be modified pursuant to the terms and conditions of
Article III below if the Closing referred to in Paragraph 4.1 below occurs),
or at Law or in equity; or

                            2.10.6 any and all actions taken by or on behalf of
Pilgrim and/or the Agent relating to the protection or preservation of all or
any portion of the New Collateral (including, without limitation, performing any
one or more of the Obligors' (or any of their respective Affiliates') duties,
responsibilities or obligations hereunder or under any of the other Loan
Documents (as the same will be modified pursuant to the terms and conditions of
Article III below if the Closing referred to in Paragraph 4.1 below occurs).

All fees, charges, costs and expenses incurred, and all amounts and sums
disbursed, by Pilgrim and/or the Agent in exercising their rights under this
Paragraph 2.10 or in exercising any similar rights granted to any of them under
any other provision hereof or of any of the other Loan Documents (as the same
will be modified pursuant to the terms and conditions of Article III below if
the Closing referred to in Paragraph 4.1 below occurs), including, but not
limited to, all amounts, fees, charges, expenses and disbursements incurred or
disbursed in obtaining a judgment or decree of surrender and delivery of
possession with respect to items of the New Collateral, shall become due and
payable immediately after written demand therefor, shall bear interest at the
"default rate" provided for in the Loan Documents (as the same will be modified
pursuant to the terms and conditions of Article III below if the Closing
referred to in Paragraph 4.1 below occurs) from the date so incurred or expended
until the date reimbursed, shall be added to the indebtedness evidenced by the
Amended and Restated Pilgrim Note and constitute a lien on the New Collateral
prior to any right, title or interest therein or claim thereon attaching or
accruing subsequent to the lien of the Security Documents (as the same will be
modified pursuant to the terms and conditions of Article III


                                      -16-

<PAGE>

below if the Closing referred to in Paragraph 4.1 below occurs), including,
without limitation, the New Pilgrim Deed of Trust, and shall be secured by the
Security Documents (as the same will be modified pursuant to the terms and
conditions of Article III below if the Closing referred to in Paragraph 4.1
below occurs), including, without limitation, the New Pilgrim Deed of Trust.

                   2.11  No Resulting Conflicts or Required Consents. The
                         -------------------------------------------
execution, delivery and performance by each of the Obligors of this Agreement
and the other documents referred to in Paragraph 4.2 below to which each is a
party does not and will not:

                         2.11.1 contravene, violate, conflict with, result in
the termination or acceleration of or constitute a breach or default under:
(a) any of their or any of their respective Affiliates' organizational
documents; or (b) any material bond, indenture or other agreement, instrument or
arrangement to which any of them or any of their respective Affiliates is a
party or by which the New Collateral, any of them, any of their respective
Affiliates or any substantial portion of any of their or any of their respective
Affiliates' respective assets may be bound or subject; or (c) any Law of any
arbitrator or other Governmental Authority to which the New Collateral, any of
them, any of their respective Affiliates or any substantial portion of any of
their or any of their respective Affiliates' respective assets may be bound or
subject;

                         2.11.2 except for the lien of the Security
Documents (as the same will be modified  pursuant to the terms and conditions of
Article III below if the Closing referred to in Paragraph 4.1 below occurs) upon
the New Collateral, result in the creation or imposition of any security
interest, charge, lien or encumbrance of any nature whatsoever upon all or any
portion of the New Collateral or upon any substantial portion of any of their or
any of their respective Affiliates' respective assets;

                         2.11.3 cause to occur any event likely to result in
the delay, invalidation, rescission or modification of any of the transactions
contemplated hereby; or

                         2.11.4 require the consent or approval of any
Governmental Authority or other Person.

                   2.12  No Existing Defaults. Except as described in
                         --------------------
Subparagraph 2.2.9 above with respect to the Loan Documents, none of the
Obligors or any of their respective Affiliates is (or with the passage of time,
the giving of notice or both would be) in breach or default of any of their
organizational documents or under any material bond, indenture or other
agreement, instrument or arrangement, or in violation of any Law of any
arbitrator or Governmental Authority, in each case to which any of them or any
of their respective Affiliates is a party or by which the New Collateral, any of
them, any of their respective Affiliates or any substantial portion of any of
their or any of their respective Affiliates' respective assets may be bound or
subject.

                   2.13  Absence of Investigations, Claims and Litigation.
                         ------------------------------------------------
None of the Obligors or any of their respective Affiliates is a party to or has
received written notice of, or otherwise is aware of any investigations, claims,
actions, suits or other proceedings, whether pending, threatened or, to the best
of their respective knowledge, information and belief (after due inquiry),
contemplated or of any facts, circumstances or conditions which might constitute
the basis for any such investigation, claim, action, suit or other proceeding,
which:


                                      -17-

<PAGE>

                         2.13.1 might prohibit, delay or interfere with the
consummation of or result in the invalidation, rescission or modification of any
of the transactions contemplated hereby; or

                         2.13.2 if adversely  determined  might (a) result
in any materially adverse change in any Obligor's, or any of its Affiliates',
business, operations, assets or condition, financial or otherwise, or (b)
adversely affect (i) the rights, title and interests of any one or more of the
Obligors, or any of their respective Affiliates, in and to all or any portion of
the New Collateral, (ii) any one or more of the Obligors', or any of their
Affiliates', respective abilities to perform their obligations hereunder or
under the Amended and Restated Pilgrim Note or any of the other Loan Documents
(as the same will be modified pursuant to the terms and conditions of Article
III below if the Closing referred to in Paragraph 4.1 below occurs), (iii) the
value or condition of all or any portion of the New Collateral, or (iv) the
legality, validity, binding nature of, enforceability or priority of this
Agreement or of any of the other Loan Documents (as the same will be modified
pursuant to the terms and conditions of Article III below if the Closing
referred to in Paragraph 4.1 below occurs), or of any of Pilgrim's or the
Agent's respective rights, title and interests in and to the New Collateral.

                   2.14  Matters Relating to Obligors. Each of the
                         ----------------------------
Obligors is a corporation, duly organized, validly existing and in good standing
under the Laws of the State of Delaware, in good standing and qualified to
transact business as a foreign corporation in all jurisdictions in which it
conducts business (other than Delaware), and possesses full right, power
and authority to execute, deliver and perform its obligations under this
Agreement and the other Loan Documents (as the same will be modified pursuant to
the terms and conditions of Article III below if the Closing referred to in
Paragraph 4.1 below occurs) to which it is a party and to consummate the
transactions contemplated hereby. TCI is the sole shareholder of TLI and the
other wholly-owned subsidiaries of the Company and possesses sole
decision-making authority on behalf of each of such entities. The TLL Group is a
controlling shareholder of TCI for SEC purposes but not FCC purposes. No other
Person has any direct or indirect ownership interest in, or holds any option or
other right to acquire a direct or indirect ownership interest in, any of the
Obligors, except as set forth on Schedule 2.14 attached hereto and thereby made
                                 -------------
a part hereof. None of the direct or indirect ownership interests in any of the
Obligors, or in any of their respective constituent entities, is the subject of
any collateral assignment, pledge, security interest or other encumbrance,
except for those created by the Loan Documents (as the same will be modified
pursuant to the terms and conditions of Article III below if the Closing
referred to in Paragraph 4.1 below occurs) in favor of Pilgrim and the Agent.

                   2.15  Duty to Promptly Advise and Cure. If any of the
                         --------------------------------
agreements, covenants, warranties or representations of the Obligors (or any of
them) contained herein is breached or turns out to have been materially untrue
when made, the Obligors immediately shall inform Pilgrim and the Agent thereof
and forthwith take all actions necessary to cure such breach and/or
misrepresentation. The continued accuracy, completeness and currency of such
representations and warranties, together with the full performance of the
Obligors' other agreements, covenants and obligations hereunder, are expressly
made a condition precedent to Pilgrim's, the Agent's and the Non-Pilgrim
Lenders' respective obligations to consummate the loan modifications referred to
in Article III below, whether at the Closing referred to in Paragraph 4.1 below
or otherwise.

             3.    Modifications to Pilgrim Facility B Term Loan;


                                      -18-

<PAGE>

                   Deemed Payment in Full of Non-Pilgrim Loans.
                   -------------------------------------------

                   3.1   Modifications to Pilgrim Facility B Term Loan and Loan
                         ------------------------------------------------------
Documents. Provided that the Closing referred to in Paragraph 4.1 below shall
---------
have occurred, as of such Closing: (a) the unpaid balance of the Pilgrim
Facility B Term Loan and the stated principal sum of the Pilgrim Facility B Term
Loan Note shall be deemed to have been reduced from $10,000,000.00 to
$2,750,000.00, the stated maturity date thereof shall be deemed to have been
extended to May 31, 2005 and the applicable rate of interest shall be deemed to
have been reduced to nine percent (9.00%) per annum; (b) as so modified and as
otherwise amended and restated, the Pilgrim Facility B Term Loan Note shall be
replaced by the Amended and Restated Pilgrim Note in the form of Exhibit "A"
                                                                 -----------
attached hereto and thereby made a part hereof; (c) the New Pilgrim Deed of
Trust, in the form of Exhibit "B" attached hereto and thereby made a part
                      -----------
hereof, shall be recorded against the Tyler Texas Real Property as further
security for the obligations of the Obligors hereunder and under the other Loan
Documents (as the same will be modified pursuant to the terms and conditions of
this Article III if the Closing provided for in Paragraph 4.1 below occurs);
(d) except for the ownership interests in TLI and all of the respective rights,
titles and interests of the Company and TLI in, to and under the License
Management Agreement, all of the existing Collateral presently securing the
repayment of the Pilgrim Facility B Term Loan shall be released from the lien of
the Security Documents and the lien of the Security Documents shall be spread to
encompass the New Collateral for the purposes of securing the repayment of the
Pilgrim Loan in accordance with the provisions of the Amended and Restated
Pilgrim Note and performance of the Obligors' other obligations under the other
Loan Documents (as the same will be modified pursuant to the terms and
conditions of this Article III if the Closing provided for in Paragraph 4.13
below occurs); (e) the provisions of the Loan Agreement will be further modified
and, as so further modified, restated in their entirety so that effective as of
the Closing the Loan Agreement shall be in the form of Exhibit "C" attached
                                                       -----------
hereto and thereby made a part hereof; and (f) as so modified and restated, and
after giving effect to the deliveries referred to in Paragraphs 3.5, 3.6 and 3.7
below, from and after the Closing the Loan Documents shall be deemed to be the
"Loan Documents" and shall be binding upon Pilgrim, the Agent, the Company and
each of the other Obligors.

                   3.2   Elimination of Further Lending Obligation.
                         -----------------------------------------
Notwithstanding anything to the contrary which may be contained herein or in any
of the other Loan Documents (as the same will be modified by the terms and
conditions of this Article III if the Closing provided for in Paragraph 4.1
below occurs), each of the Obligors further acknowledges and agrees that from
and after the Closing neither the Agent or any of the Lenders, nor any of their
respective Affiliates, shall have any obligation whatsoever to further renew,
extend or advance any additional funds or provide further accommodations to the
Obligors, or to any one or more of them, or to any of their respective
Affiliates, whether pursuant to any of the Loan Documents (as the same will be
modified by the terms and conditions of this Article III if the Closing provided
for in Paragraph 4.1 below occurs) or otherwise; and all terms and conditions of
the Loan Documents (as the same will be modified by the terms and conditions of
this Article III if the Closing provided for in Paragraph 4.1 below occurs) to
the contrary, if any, shall be deemed deleted in their entirety.

                   3.3   Lenders' Remedies Unaffected.  Each of the Obligors
                         ----------------------------
specifically understands, acknowledges and confirms that nothing contained in
this Agreement or in any of the other Loan Documents is intended to prevent,
impede, restrict or limit in any manner whatsoever, and


                                      -19-

<PAGE>

shall not be construed as preventing, impeding, restricting or limiting in any
manner whatsoever, Pilgrim, the Agent or any of the Non-Pilgrim Lenders from
exercising, in the event of the occurrence and during the continuance of any
uncured breach or default prior to the Closing, any rights, powers or remedies
then available to it under the Loan Documents or at Law or in equity as a result
of such continuing uncured breach or default.

                   3.4   Deemed Satisfaction of Non-Pilgrim Loans. Provided that
                         ----------------------------------------
the Closing referred to in Paragraph 4.1 below shall have occurred, at
the Closing each of (a) the Chase Revolving Credit Loan, (b) the Finova
Revolving Credit Loan, (c) the Chase Facility A Term Loan, (d) the Finova
Facility A Term Loan, (e) the Chase Facility B Term Loan, (f) the Finova
Facility B Term Loan, and (g) the Van Kampen Facility B Term Loan shall be
deemed to have been repaid in full and each of the Obligors to have been
released and discharged from any and all of their respective obligations under
the Loan Documents specifically relating to Chase, Finova, Van Kampen or the
Collateral (but not from those specifically relating to Pilgrim, the Agent or
the New Collateral, or to any obligations not specifically relating to one of
the Non-Pilgrim Lenders or to the Collateral), except for such provisions of the
Loan Documents relating to Chase, Finova, Van Kampen or the Collateral as are
expressly stated to survive any termination of the Loan Documents or payment in
full of the indebtedness evidenced by the Chase Revolving Credit Note, the
Finova Revolving Credit Note, the Chase Facility A Term Loan Note, the Finova
Facility A Term Loan Note, the Chase Facility B Term Loan Note, the Finova
Facility B Term Loan Note or the Van Kampen Facility B Term Loan Note.

                   3.5   Return of Notes; Partial Release of Security Documents.
                         ------------------------------------------------------
Provided that the Closing referred to in Paragraph 4.1 below shall have
occurred: (a) promptly following such Closing Chase shall cause to be delivered
to the Company the original Chase Revolving Credit Note, Chase Facility A Term
Loan Note and Chase Facility B Term Loan Note, each appropriately marked
"cancelled", Finova shall cause to be delivered to the Company the original
Finova Revolving Credit Note, Finova Facility A Term Loan Note and Finova.
Facility B Term Loan, each appropriately marked "cancelled", Van Kampen shall
cause to be delivered to the Company the original Van Kampen Facility B Term
Loan Note, appropriately marked "cancelled" and Pilgrim shall cause to be
delivered to the Company the original Pilgrim Facility B Term Loan Note,
appropriately marked "superceded and replaced"; (b) promptly following such
Closing each of Chase, Finova, Van Kampen and Pilgrim shall deliver to the
applicable Obligor appropriate instruments of partial release or termination
with respect to the existing Collateral (other than with respect to the TLI
stock, all of the Company's and TLI's respective rights, title and interests in,
to and under the License Management Agreement, any and all additions,
accessories and accessions thereto, substitutions therefor and products and
replacements thereof, and any and all proceeds of the foregoing, as to all of
which each of Chase, Finova and Van Kampen shall have delivered to Pilgrim at
the Closing (and as conditions precedent for such Closing) appropriate
instruments of assignment and endorsement and, in the case of the TLI stock, the
original certificates evidencing the same, duly and appropriately endorsed in
blank); (c) as a condition precedent to such Closing, the Obligors shall execute
and deliver to Pilgrim the Amended and Restated Pilgrim Note, the New Pilgrim
Deed of Trust and the Second Amended and Restated Credit Agreement; (d) as a
condition precedent to such Closing the Obligors shall deliver to Pilgrim such
funds as may be necessary to cause the New Pilgrim Deed of Trust and each of the
aforesaid instruments of spreading, partial release and/or termination to be
recorded or filed in the appropriate governmental offices; and (e) as a
condition precedent to such Closing, the New Pilgrim Deed of Trust and such
other instruments of spreading, partial release and/or termination shall have
been duly and appropriately recorded or filed.


                                      -20-

<PAGE>

          3.6   Mutual Releases By Chase, Finova, Pilgrim, Van Kampen and the
                -------------------------------------------------------------
Obligors. Provided that the Closing referred to in Paragraph 4.1 below shall
--------
have occurred, then as of such Closing each of the Obligors, for itself, its
Affiliates, its and their respective trustees-in-bankruptcy and other creditors
(whether past, present or future) and its and their respective heirs, devisees,
executors, administrators, personal representatives, successors and assigns,
conclusively shall be deemed to have irrevocably and completely forever
renounced, acquitted, discharged, waived and released each of Pilgrim, the Agent
and the Non-Pilgrim Lenders, their respective Affiliates, the representatives
(whether legal or otherwise) and agents of Pilgrim, the Agent, the Non-Pilgrim
Lenders and their respective Affiliates, each and every partner, member,
shareholder, director, officer and employee of any of the foregoing, and all of
their respective heirs, devisees, executors, administrators, personal
representatives, successors and assigns (collectively, the "Lender Releasees"),
for, from and against, and to have covenanted not to assert against any of them,
and each of Pilgrim, the Agent and the Non-Pilgrim Lenders, for itself, its
Affiliates, its and their respective trustees-in-bankruptcy and other creditors
(whether past, present or future) and its and their respective heirs, devisees,
executors, administrators, personal representatives, successors and assigns,
conclusively shall be deemed to have irrevocably and completely forever
renounced, acquitted, discharged, waived and released each of the Obligors,
their respective Affiliates, the representatives (whether legal or otherwise)
and agents of each of the Obligors and their respective Affiliates, each and
every partner, member, shareholder, director, officer and employee of any of the
foregoing, and all of their respective heirs, devisees, executors,
administrators, personal representatives, successors and assigns (collectively,
the "Obligor Releasees"), for, from and against, and to have covenanted not to
assert against any of them, any and all claims, damages, demands, defenses,
disputes, expenses, liabilities, obligations, rights and/or causes of action of
any character, kind, nature or type whatsoever (whether at law or in equity and
whether or not now known or suspected) which any of the releasing Persons (or
any of them or any of their respective Affiliates) ever had, now has or
hereafter might have directly or indirectly relating to or arising from or in
any way based upon or connected with any of the Loans, any of the Loan Documents
or Other Agreements or any of the released Persons' respective interests in the
Collateral, as a result of any act, omission, oral or written statement,
representation, warranty, covenant or agreement or other course of conduct taken
or omitted to be taken (or alleged to have been taken or omitted to be taken) by
any of the released Persons on or at any time prior to the Closing; provided,
however, that the aforesaid renunciation, acquittal, discharge, waiver, release
and covenant not to assert shall not be deemed applicable to: (a) any claims of
the Lender Releasees arising from unperformed, misperformed or only partially
performed obligations of the Obligor Releasees under such provisions of the Loan
Documents as are expressly stated to survive any (i) termination of the Loan
Documents or (ii) payment in full of the indebtedness evidenced by the Chase
Revolving Credit Note, the Finova Revolving Credit Note, the Chase Facility A
Term Loan Note, the Finova Facility A Term Loan Note, the Chase Facility B Term
Loan Note, the Finova Facility B Term Loan Note, the Van Kampen Facility B Term
Loan Note or the Pilgrim Facility B Term Loan Note, and (b) liabilities,
obligations, duties and responsibilities of the Obligor Releasees (or any of
them) to or for the benefit of Pilgrim, the Agent or the New Collateral, and
claims relating thereto, arising from and after the Closing under or by reason
of the loan evidenced by the Amended and Restated Pilgrim Note or any of the
Loan Documents (as the same will be modified by the terms and conditions of this
Article III if the Closing provided for in Paragraph 4.1 below occurs).

          3.7   Assignment and Assumption of Agent's Rights, Title and
                ------------------------------------------------------
Interests.
---------

                                      -21-

<PAGE>

Provided that the Closing referred to in Paragraph 4.1 below shall have
occurred, at the Closing (and as a closing precedent therefor) the Agent shall
assign, transfer and set over unto Pilgrim all of its rights, title and
interests, as administrative agent, in, to and under the Loan Documents (as the
same will be modified by the terms and conditions of this Article III if the
Closing provided for in Paragraph 4.1 below occurs), and Pilgrim shall assume
and agree to be bound by and to perform all of the covenants, agreements,
conditions, duties, obligations and liabilities, if any, on the part of the
Agent thereunder required to be kept, performed or observed after the Closing.
Such assignment and assumption shall be made without warranty or representation
of any type, kind or nature whatsoever by the Agent, whether express or implied,
except as to the Agent's representations and warranties regarding (a) it being
the sole owner of all of the administrative agent's rights, title and interests
in, to and under the Loan Documents (as the same will be modified by the terms
and conditions of this Article III if the Closing provided for in Paragraph 4.1
below occurs) and none of such rights, title or interests being subject to any
claim, charge, encumbrance, lien or security or other interest, (b) none of the
provisions relating to the Agent thereunder have been modified, supplemented,
terminated, altered or amended in any way and (c) the Agent having full power,
right, authority and legal capacity, and having received all necessary consents
and authorizations to assign such rights, title and interests, to effectuate
such assignment.

     4.   Closing.
          -------

          4.1   Closing Date and Place. Unless otherwise agreed to in writing by
                ----------------------
the parties or their counsel, the closing of the transactions contemplated
hereby (the "Closing") shall take place at 11:00 a.m. (Mountain Standard Time)
on or before May 17, 2002 (the "Closing Date") at the offices of Chicago Title
Insurance Company ("Escrow Agent") located at Suite 301, 55 East Thomas Road,
Phoenix, Arizona 85012 (attention: DeWayne C. Huffman, CSEO; facsimile no. (602)
287-3009).

          4.2   Additional Lender Closing Conditions Precedent. Notwithstanding
                ----------------------------------------------
anything to the contrary contained in this Agreement, neither the Agent nor any
of the Lenders shall be obligated to consummate any of the transactions
contemplated hereby or to proceed with the Closing unless and until all of the
following conditions precedent therefor shall have been satisfied (in the
Agent's and each Lender's and the Agent's counsel's and each Lender's counsel's
respective sole and absolute judgments) or waived by the Agent (or its counsel)
and each Lender (or their respective counsel) in writing at or prior to the
Closing; it being clearly understood and agreed that while the Obligors shall be
jointly and severally responsible for delivering or causing to be delivered all
of the funds, documents and other matters set forth in this Paragraph 4.2, in no
event shall any Obligor's failure to execute, acknowledge or deliver any of such
documents or to pay any of the funds or fulfill any of the other requirements
operate to excuse any other Obligor from performing its obligations hereunder or
render null and void such instruments as have been signed by any other Obligor.
Accurate and complete copies of each of the documents and other matters referred
to in this Paragraph 4.2 shall, to the extent not attached as an Exhibit, be
submitted to each Lender and each Lender's counsel for their respective
approvals as to both the form and content of such items at least five (5)
business days prior to the Closing Date.

                4.2.1   Recordable Documents. Delivery to the Escrow Agent, for
                        --------------------
immediate recordation in the County Recorder's Office of Smith County, Texas and
filing with such other Governmental Authorities as Pilgrim or Title Insurer may
deem appropriate (including, without limitation, with the Secretaries of State
of the States of Delaware and Texas), of (a) duly-executed and appropriately

                                      -22-

<PAGE>

acknowledged notices or memoranda of this Agreement (the "Notices of Loan
Modification"), in statutory form and otherwise sufficient to satisfy the
constructive notice requirements of the Laws of the States of Delaware and
Texas, and (b) a duly-executed and appropriately acknowledged counterpart of the
New Pilgrim Deed of Trust;

                4.2.2   Second Amended and Restated Credit Agreement. Delivery
                        --------------------------------------------
to the Escrow Agent, for re-delivery to the Agent and Pilgrim immediately
following the Closing, of two (2) duly-executed and appropriately acknowledged
original counterparts of the Second Amended and Restated Credit Agreement;

                4.2.3   Amended and Restated Pilgrim Note. Delivery to Escrow
                        ---------------------------------
Agent, for redelivery to Pilgrim immediately following the Closing, of a
duly-executed and appropriately acknowledged original counterpart of the Amended
and Restated Pilgrim Note;

                4.2.4   Cash Payments. Delivery to Escrow Agent, for redelivery
                        -------------
to the appropriate Lenders immediately following the Closing, of the following
amounts either in the form of cash or by bank wire transfer of immediately
available federal funds:

                        4.2.4.1  To Pilgrim. The sum of: (a) all costs incurred
                                 ----------
by Pilgrim in connection with the preparation, negotiation, execution and
closing of this Agreement (including, without limitation, reasonable attorneys'
fees and other legal expenses); and (b) $593,160.00;

                        4.2.4.2  To Chase. The sum of: (a) all  cost incurred by
                                 --------
Pilgrim in connection with the preparation, negotiation, execution and closing
of this Agreement (including, without limitation, reasonable attorneys' fees and
other legal expenses); and (b) $4,202,316.98;

                        4.2.4.3  To  Finova. The sum of $3,179,425.31;
                                 ----------
and

                        4.2.4.4  To Van Kampen. The sum of $1,825,095.22;
                                 -------------

                4.2.5   Financial Condition. Acceptable (in Pilgrim's sole and
                        -------------------
absolute discretion) certified (by an officer of Borrower) financial statements
truthfully evidencing the current financial condition of Borrower and each of
the other Obligors;

                4.2.6   Survey. A current ALTA survey of the Tyler Texas Real
                        ------
Property, prepared by a licensed surveyor reasonably acceptable to Pilgrim,
sufficient in form and content (and properly certified) to support the issuance
of the title insurance policy referred to in Subparagraph 4.2.7 below;

                4.2.7   Title Policy and Endorsements. An irrevocable written
                        -----------------------------
title insurance commitment from Chicago Title Insurance Company, a Missouri
corporation ("Title Insurer"), to issue and deliver to Pilgrim no later than
thirty (30) days following the Closing Date: (a) an ALTA Extended Coverage (Form
1) Lender's Policy of Title Insurance (issued on the

                                      -23-

<PAGE>

10-17-84 policy form) assuring Pilgrim that following recordation of the New
Pilgrim Deed of Trust and Notices of Loan Modification the New Pilgrim Deed of
Trust shall constitute, and each of the other Security Documents (as the same
will be modified by the terms and conditions of Article III above if the Closing
provided for in Paragraph 4.1 above occurs) still shall constitute, a legal,
valid, enforceable and perfected first priority lien against the items of the
New Collateral intended to be encumbered thereby, with marketable fee simple
title thereto vested exclusively in Borrower, subject only to the lien of
current real property taxes and assessments and such other matters (if any) as
may be acceptable to Pilgrim in its sole and absolute discretion (collectively,
the "Permitted Exceptions"); and (b) such endorsements thereto as customarily
are issued to institutional first mortgagees of commercial properties or as
Pilgrim reasonably may require;

                4.2.8   Resolutions and Authorizations. Such resolutions,
                        ------------------------------
certificates of good standing, authorizations, incumbency certificates,
certified copies of organizational documents (including, without limitation,
articles of incorporation, articles of organization, by-laws, partnership
certificates, and trust, partnership and operating agreements) and other
materials as any of the Lenders or Title Insurer may require relating to the
formation, continued existence, good standing and authority of any trust,
limited liability company, corporate or partnership Obligor and the capacity and
authorization of any individual purporting to act on behalf of such entity;

                4.2.9   Legal Opinions. One or more legal opinions from counsel
                        --------------
for the Obligors with respect to such FCC and other matters as any of the
Lenders or their respective counsel may believe appropriate;

                4.2.10  Payment of Closing Costs. Payment to Escrow Agent (or
                        ------------------------
delivery to Escrow Agent of proof of the Obligors' prior payment) of all amounts
(including, without limitation, outstanding real estate taxes and assessments,
amounts necessary to release or preclude the future filing of liens and
encumbrances (other than the Permitted Exceptions) affecting the Collateral or
the New Collateral, escrow charges, title insurance premiums and recording fees)
required to consummate the transactions contemplated by this Agreement;

                4.2.11  Third Party Approvals. Receipt by Pilgrim of
                        ---------------------
unconditional and unqualified consents and approvals from each Person which is
entitled or required, pursuant to applicable Law or any instrument, contract,
commitment or other agreement of any kind, to consent to or in any manner
approve of any of the transactions contemplated by this Agreement, or the means
of effectuating any of the same (including, without limitation, consent and
subordination agreements, in form and substance satisfactory to the Agent and
each of the Lenders (and each of their respective counsel) in their respective
sole and absolute judgments, from each of GM Holdings, LLC, a Tennessee limited
liability company, from each member of the CIVC Group and from each member of
the TLL Group);

                4.2.12  Loan Agreement Matters. Each of the matters set forth in
                        ----------------------
Article VI of Exhibit "C" attached hereto, including, without limitation, such
clarifications to the Material Contracts and such additional or further estoppel
certificates, intercreditor agreements and/or subordination agreements as either
Escrow Agent or Pilgrim reasonably may believe necessary or appropriate;

                4.2.13  Searches. Uniform Commercial Code and state and federal
                        --------
judgment and tax lien searches through the various Recording Offices and the
Offices of the Secretaries of State for the States of Delaware and Texas
covering each of the Obligors, the Collateral and the New Collateral showing
that neither the Obligors nor all or any portion of the Collateral or the New
Collateral, is subject to any claim, interest, charge, lien or encumbrance other

                                      -24-

<PAGE>

than the Security Documents (as the same will be modified by the terms and
conditions of Article III above if the Closing provided for in Paragraph 4.1
above occurs) and the Permitted Exceptions;

                4.2.14  Affidavits. Affidavits from each Obligor, dated as of
                        ----------
the Closing Date, stating: (a) there are no unsatisfied judgments, tax or other
liens or bankruptcies involving it or any other Obligor (or any of its or their
respective constituent entities) or the Collateral or the New Collateral; (b) no
repairs or improvements have been made with respect to the Collateral or the New
Collateral or any portion of either within the applicable state lien perfection
periods for which valid lien waivers and/or releases have not been obtained and
delivered to both Escrow Agent and Pilgrim; and (c) such other matters as may be
required by the title insurance company responsible for issuing the title
insurance commitment described in Subparagraph 4.2.7 above;

                4.2.15  Continued Accuracy of Representations and Warranties.
                        ----------------------------------------------------
Except for those representations and warranties which relate solely to matters
that, because of specific time or date references, no longer can be accurate,
current or complete, the representations and warranties of the Obligors
contained herein and in the other Loan Documents (as the same will be modified
by the terms and conditions of Article III above if the Closing provided for in
Paragraph 4.1 above occurs) shall be accurate, current and complete at the
Closing Date with the same force and effect as though made at such time;

                4.2.16  Full Performance of Covenants. The Obligors shall have
                        -----------------------------
fully and timely performed all of their obligations under this Agreement, the
other Loan Documents (as the same will be modified by the terms and conditions
of Article III above if the Closing provided for in Paragraph 4.1 above occurs),
the Permitted Exceptions and the Material Contracts required to have been
performed at or prior to the Closing Date;

                4.2.17  No Uncured Breaches or Defaults. Except as set forth in
                        -------------------------------
Subsubparagraph 2.2.9 above, there shall not exist on the Closing Date, and
there shall not have occurred at any time between the Effective Date and the
Closing Date, any proceeding, condition, event, omission or act which
constitutes, or with the giving of notice or lapse of time or both would
constitute, a breach or default by any Obligor under any of the Loan Documents
(as the same will be modified by the terms and conditions of Article III above
if the Closing provided for in Paragraph 4.1 above occurs), any of the Material
Contracts or any of the Permitted Exceptions; and

                4.2.18  Additional Matters. Such additional documents and/or
                        ------------------
acts as any of Escrow Agent, Title Insurer or Pilgrim reasonably may require in
order to fully or better accomplish the purposes of this Agreement (including,
without limitation, properly executed subordination agreements, in form and
substance acceptable to the Agent and each of the Lenders in their respective
sole and absolute discretions, from Persons holding or contemplated hereafter to
hold other Indebtedness of the Obligors permitted by the terms of the Loan
Documents (as the same will be modified by the terms and conditions of Article
III above if the Closing provided for in Paragraph 4.1 above occurs), including,
without limitation, from each of (a) Pinnacle Towers Inc., a Delaware
corporation holding a leasehold estate in a portion of the Tyler Texas Real
Property, (b) GM Holdings, LLC, a Tennessee limited liability company, (c) from
each

                                      -25-

<PAGE>

member of the CIVC Group and (d) from each member of the TLL Group).

     5.   Miscellaneous.
          -------------

          5.1 Authority. Each individual executing this Agreement on behalf of a
              ---------
party warrants and represents, both for itself and the party on whose behalf it
is signing this Agreement, that: (a) he or she has been duly authorized to
execute this Agreement on such party's behalf; (b) the party for whom he or she
is signing has been duly authorized to enter into, execute and fully perform at
the times required and in the manner specified its various obligations under,
this Agreement; (c) neither it nor the party on whose behalf it is signing this
Agreement suffers from any mental, physical, legal or other impediment to
capacity; and (d) upon execution, this Agreement shall and shall continue to
constitute such party's legal, valid and binding obligations and be enforceable
in accordance with its terms.

          5.2 Reasonably Equivalent Consideration; Reasonable Expectations. Each
              ------------------------------------------------------------
party acknowledges that: (a) it has been, or has had the opportunity to be,
represented by an attorney in connection with the negotiation, preparation and
execution of this Agreement; (b) it is receiving adequate and substantially
equivalent consideration for the consideration which it is giving hereunder; (c)
performance of its obligations hereunder will not cause it to be rendered
insolvent or to be in violation of any applicable legal requirement or in
default under any applicable contractual arrangement; (d) it has entered into
this Agreement in good faith and on an arms-length and informed basis,
knowingly, willingly and voluntarily, not pursuant to coercion, duress or
threats of any kind, and without any design or intent to hinder, delay or
defraud any creditor (whether past, present or future); and (e) this Agreement
reflects its own "reasonable expectations".

          5.3 Notices. All notices, demands, consents, requests or other
              -------
communications ("Notices") pertaining in any manner to this Agreement shall be
in writing, signed by the party giving the same (or its legal counsel), and sent
either by confirmed facsimile transmission, recognized independent courier
service or certified mail, return receipt requested, in each case with delivery
or postage charges prepaid, to the party intended to be the recipient thereof at
such party's address set forth on the first page hereof (or at such other
address as previously may have been furnished in writing by the recipient to the
sender in the manner provided in this Subparagraph 5.3). If given as provided
above, Notices conclusively shall be deemed to have been received: (a) when
actually received, if sent by confirmed facsimile transmission; (b) on the next
Business Day following the date of its deposit with a reputable independent
local messenger or overnight courier service (such as Federal Express) for "next
Business Day" delivery; or (c) four (4) Business Days after deposit with an
official depository of the U. S. mail. Refusal to accept delivery or to sign a
receipt therefor, or inability to deliver because of a changed address of which
prior Notice has not been given as provided above, shall constitute actual
receipt.

          5.4 Entire Agreement; Amendments. This Agreement constitutes the
              ----------------------------
complete and entire agreement between the parties pertaining to the subject
matter hereof, supersedes all of their prior and/or contemporaneous arrangements
and understandings (whether oral or written, express or implied) concerning the
same, and may not be altered, modified or otherwise amended except by a written
instrument signed by all of the parties.

                                      -26-

<PAGE>

          5.5 Waiver Requirements. No provision of this Agreement, breach
              -------------------
thereof, or right to exercise any right, power or remedy due to any breach shall
be deemed to have been waived unless contained in a written instrument signed by
the party sought to be charged thereby. Any waiver given as provided in the
preceding sentence shall apply only to the particular instance and at the
particular time, and no such waiver shall be considered a continuing one or
construed as applying to any other provision hereof or breach thereof, or breach
of the same provision occurring at any earlier or subsequent point in time, or
other available power, right or remedy.

          5.6 Pilgrim's Remedies. Except as may be specifically provided to the
              ------------------
contrary in this Agreement: (a) no single or partial exercise of any right or
remedy provided to the Agent or Pilgrim hereunder or under any of the other Loan
Documents (as the same will be modified by the terms and conditions of Article
III above if the Closing provided for in Paragraph 4.1 above occurs) or at Law
or equity on account of any Obligor's failure to perform, observe or comply with
any of its obligations or undertakings shall preclude the further exercise
thereof or the exercise of any other permitted right or remedy; (b) in addition
to the specific rights and remedies conferred upon them by this Agreement or any
of the other Loan Documents (as the same will be modified by the terms and
conditions of Article III above if the Closing provided for in Paragraph 4.1
above occurs), Pilgrim and the Agent shall be entitled to exercise any and all
rights and remedies otherwise available to them or either of them at Law or in
equity (including, without limitation, collecting damages, obtaining injunctive
relief and/or compelling specific performance) on account of any Obligor's
failure to perform, observe or comply with any of its obligations or
undertakings hereunder or any of the other Loan Documents (as the same will be
modified by the terms and conditions of Article III above if the Closing
provided for in Paragraph 4.1 above occurs); (c) all of Pilgrim's and the
Agent's permitted rights and remedies shall be construed to be cumulative and
non-exclusive; (d) each such permitted right and remedy may be pursued
singularly, consecutively or concurrently with any other(s) and as often as may
be deemed expedient; and (e) no remedial action taken by Pilgrim or the Agent
(including, without limitation, the accrual or collection of late charges and/or
the accrual or collection of interest at the "default rate") shall constitute a
cure or waiver of or an election of remedies with respect to any failure of
performance, observance or compliance by any Obligor, or waive or modify any
notice thereof, or prejudice any other rights or remedies otherwise available to
Pilgrim or the Agent.

          5.7 Waivers By Obligors. Each of the Obligors, for themselves, all
              -------------------
endorsers, guarantors and other Persons now or hereafter becoming liable for all
or any portion of the indebtedness, all Persons who at any time hereafter may
become holders of any junior liens upon all or any portion of the New Collateral
and all Persons claiming by, through or under any of the foregoing, hereby: (a)
agrees to any and all extensions of time for payment and other modifications,
indulgences or waivers of any of the terms of any of the Loan Documents (as the
same will be modified by the terms and conditions of Article III above if the
Closing provided for in Paragraph 4.1 above occurs), and to any and all
realizations, compromises, releases, exchanges or substitutions of any security
(or portions thereof) given to secure the repayment of the indebtedness, in each
case at any time or from time to time, without notice; (b) covenants that no
such extension, modification, waiver, realization, compromise, exchange, release
or substitution, and no other indulgence given by Pilgrim or the Agent, shall
impair, release, discharge or otherwise modify or affect in any respect the
liability of the Obligors (or any of them) or preclude Pilgrim or the Agent from
realizing upon any security (or portion thereof) or from obtaining any other
relief provided for under the Loan Documents (as the same will be modified by
the terms and conditions of Article III above if the Closing provided for in
Paragraph 4.1 above occurs) or otherwise available to them or either of them at
Law or in equity; (c) agrees to offsets of any sums or property owed to it by
Pilgrim or the Agent at any time; (d) waives all counterclaims and setoffs to
which it otherwise may be entitled; (e) waives, to the fullest extent

                                      -27-

<PAGE>

permitted by Law, any and all applicable homestead, exemption, stay, redemption,
marshalling of assets, order of sale, moratorium, valuation and appraisal Laws
now or hereafter in force or effect; (f) waives diligence, presentment and
demand for payment, protest and notice of protest, demand and dishonor, notice
of dishonor, notice of non-payment, notice of acceleration and/or of maturity
and all other notices which it lawfully may waive; (g) waives, to the fullest
extent permitted by Law, the right to demand a trial by jury and/or to assert
the statute of limitations as a defense in any action brought by Pilgrim or the
Agent and agree that all issues in any such proceeding shall, at the option of
Pilgrim or the Agent (as applicable), be decided and determined by the judge of
the court in which such proceeding is pending; (h) waives the benefits of the
provisions of A.R.S. ss.ss. 12-1641 and 12-1642 and of any comparable or similar
provisions contained in the rules or statutes of any other jurisdiction that may
be found to be applicable (including, without limitation, the jurisdiction in
which any of the New Collateral constituting real property may be located), as
the same now exist or hereafter may be amended; and (i) waives any defense
arising by reason of any disability or other defense of any Obligor or other
Person or by reason of the cessation from any cause whatsoever of the liability
of any Obligor or other Person.

          5.8  Time of the Essence. Except as may be specifically provided to
               -------------------
the contrary in this Agreement, all time periods provided for herein or in any
of the other Loan Documents (as the same will be modified by the terms and
conditions of Article III above if the Closing provided for in Paragraph 4.1
above occurs) shall refer to calendar days and shall expire at 4:30 p.m.,
Mountain Standard Time, on the last of such days; provided, however, that if the
                                                  --------  -------
time for the performance of any obligation under this Agreement expires on a day
other than a Business Day (a "Business Day" being any day other than a Saturday,
Sunday or legal holiday in the State of Arizona), the time for performance shall
be extended to the next succeeding day which is a Business Day. Subject to the
foregoing, time is of the essence with respect to each of the Loan Documents (as
the same will be modified by the terms and conditions of Article III above if
the Closing provided for in Paragraph 4.1 above occurs) and their respective
provisions.

          5.9  Additional Acts and Documents. Each of the Obligors agrees that,
               -----------------------------
promptly following receipt of written request from Pilgrim or the Agent, it
shall promptly correct any defect, error or omission which may be discovered in
the contents of any of the Loan Documents (as the same will be modified by the
terms and conditions of Article III above if the Closing provided for in
Paragraph 4.1 above occurs), including, without limitation, in this Agreement or
in any of the Exhibits or Schedules, or in the execution, acknowledgment or
recordation thereof, and additionally covenants to execute, acknowledge and
deliver such further instruments and take such further actions as may be
reasonably requested by Pilgrim or the Agent to effectuate more fully the intent
and purpose of this Agreement or better evidence, protect or secure Pilgrim's or
the Agent's respective rights, titles and interests in and to the New
Collateral.

          5.10 Severability. If any provision of this Agreement or any of the
               ------------
other Loan Documents (as the same will be modified by the terms and conditions
of Article III above if the Closing provided for in Paragraph 4.1 above occurs)
shall be held by a court of competent jurisdiction to be illegal, invalid or
unenforceable, whether in whole or in part, the remaining provisions
nevertheless shall continue in full force and effect, and the illegal, invalid
or unenforceable provision shall be replaced by a provision which the court
determines to be substantially equivalent to that stricken in order to give
effect to the overall underlying intent of the parties.

                                      -28-

<PAGE>

          5.11 Interpretation. This Agreement, as well as the other Loan
               --------------
Documents (as the same will be modified by the terms and conditions of Article
III above if the Closing provided for in Paragraph 4.1 above occurs), shall be
construed as a whole, in accordance with their fair meaning and without
application of any rule or presumption requiring construction against the party
with primary drafting responsibility therefor. Headings are for convenience
only, and shall not be used to ascertain, interpret or construe the meaning,
intent or scope of any provision. All words used herein shall be construed to be
of such number and gender as the circumstances require. If any party consists of
more than one person, then the obligations of their constituent entities
hereunder shall be joint and several.

          5.12 Binding Effect. No Obligor may assign or delegate all or any
               --------------
portion of its rights or obligations under this Agreement or any of the other
Loan Documents (as the same will be modified by the terms and conditions of
Article III above if the Closing provided for in Paragraph 4.1 above occurs)
without the prior written consent of Pilgrim and the Agent, which consent may be
given or withheld in Pilgrim's and the Agent's respective sole and absolute
discretions (and, if given, under such terms and conditions as Pilgrim and the
Agent, in their respective sole and absolute discretions, shall believe
appropriate under the circumstances then existing). In no event shall any
assignment or delegation (whether or not consented to by Pilgrim or the Agent)
operate or be construed to operate as a release. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, devisees, executors, administrators, personal
representatives, and permitted successors and assigns, but shall not be
enforceable by or construed as conferring any right or benefit upon any other
Person.

          5.13 Governing Law. Except with respect to matters relating to the
               -------------
perfection and enforceability against real property of the remedial provisions
contained in any real property security instrument, this Agreement and the Loan
Documents (as the same will be modified by the terms and conditions of Article
III above if the Closing provided for in Paragraph 4.1 above occurs) shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Arizona applicable to agreements made and to be performed entirely
therein. Any action with respect to the Loan Documents (as the same will be
modified by the terms and conditions of Article III above if the Closing
provided for in Paragraph 4.1 above occurs), other than a non-judicial
foreclosure of any real property security instrument, may only be commenced in
the Maricopa County, Arizona Superior Court, and the parties hereby consent to
such jurisdiction and venue and to service of process in accordance with the
Arizona Rules of Civil Procedure.

          5.14 Attorneys' Fees. If Pilgrim or the Agent retains an attorney to
               ---------------
obtain an interpretation of any provision of this Agreement, to enforce any of
its terms, or to collect damages or seek other remedies (including, without
limitation, declaratory and/or injunctive) for its breach or anticipated breach,
or if Pilgrim or the Agent is required to participate in any bankruptcy,
reorganization or other Debtor Relief Proceeding involving any Obligor or any of
their respective Affiliates, or in the event of any enforcement action or other
litigation arising out of or relating to this Agreement or any of the other Loan
Documents (as the same will be modified by the terms and conditions of Article
III above if the Closing provided for in Paragraph 4.1 above occurs), or should
Pilgrim's or the Agent's security be threatened, or should a breach or default
occur under this Agreement or any of the other Loan Documents (as the same will
be modified by the terms and conditions of Article III above if the Closing
provided for in Paragraph 4.1 above occurs), or under any of the Material
Contracts or Permitted Exceptions, or should Pilgrim or the Agent appear or be
named in any action or proceeding purporting to affect all or any portion of the
New Collateral or the rights, remedies or interests of Pilgrim or the Agent,
then, in each such instance, Pilgrim and the Agent shall be entitled to recover
from the Obligors, jointly and severally, in addition to any other remedy to
which they or either of them may be entitled, all costs (including, but not
limited to, reasonable

                                      -29-

<PAGE>

attorneys' fees, court costs, costs of investigation and other related expenses)
incurred in connection with such interpretation, collection, enforcement,
foreclosure, insolvency, bankruptcy, protection of security or other dispute
resolution proceedings (even if the dispute is settled prior to institution or
completion of the dispute resolution proceedings and whether incurred before or
after suit is commenced). Whenever dispute resolution proceedings are commenced,
the award of attorneys' fees shall be determined by the court, arbitrator or
mediator (as the case may be).

          5.15  Exhibits and Schedules. All exhibits and schedules referenced in
                ----------------------
this Agreement and attached hereto are by such reference and attachment
incorporated herein.

          5.16  Survival. Each of the covenants, representations, warranties,
                --------
indemnities and other obligations contained in this Agreement or in any of the
other Loan Documents (as the same will be modified by the terms and conditions
of Article III above if the Closing provided for in Paragraph 4.1 above occurs),
as well as liability for breach of any thereof, shall survive the execution of
this Agreement, any closing contemplated hereunder, any post-execution
termination of this Agreement, payment in full of the indebtedness and full
performance of the Obligors' other obligations hereunder and under the other
Loan Documents (as the same will be modified by the terms and conditions of
Article III above if the Closing provided for in Paragraph 4.1 above occurs),
and release of the Security Documents (as the same will be modified by the terms
and conditions of Article III above if the Closing provided for in Paragraph 4.1
above occurs), for the longest period of time permitted by all applicable Laws.

          5.17  Conflicts Among Loan Documents and/or Other Agreements.  The
                ------------------------------------------------------
parties hereto expressly stipulate and agree that this Agreement represents the
final expression of their intent and agreement with respect to all matters
relating to the Loans, the indebtedness, the Collateral and the New Collateral.
Accordingly, in the event of any conflict, inconsistency or ambiguity between
any of the provisions contained herein and any of the provisions contained in
any of the other Loan Documents (as the same will be modified by the terms and
conditions of Article III above if the Closing provided for in Paragraph 4.1
above occurs), then the provisions of this Agreement shall at all times govern
and control, and the conflicting, inconsistent or otherwise ambiguous provisions
of the other Loan Documents (as the same will be modified by the terms and
conditions of Article III above if the Closing provided for in Paragraph 4.1
above occurs) shall be disregarded in their entirety and construed as being null
and void.

          5.18  No Brokers. Each of the parties warrants and represents to the
                ----------
others that it has not dealt with any Person which might be entitled to a
mortgage or real estate brokerage commission, finder's fee or other compensation
on account of introducing the parties, the execution or performance of this
Agreement or the consummation of any of the transactions contemplated hereby,
and hereby indemnifies and holds all of the other parties harmless for, from and
against, and agrees to defend and pay for, any and all damage, liability, loss
and expense (including, without limitation, reasonable attorneys' fees and
disbursements) which any of the other parties may incur arising out of (a) the
indemnifying party's breach of its representations and warranties contained in
this Subparagraph 5.18, and/or (b) any and all claims or demands made by any
Person with whom the indemnifying party has had contact on account of the
execution or performance of this Agreement or the consummation of any of the
transactions contemplated hereby or for introducing the parties.

                                      -30-

<PAGE>

          5.19 Counterpart Execution. This Agreement may be executed in any
               ---------------------
number of identical counterparts (each of which may contain fewer than all
required signatures) with the same effect as if all parties had signed the same
document. Thereafter, signature and acknowledgment pages may be detached from
one counterpart and added to another counterpart, so that any set of identical
counterparts containing original signatures and acknowledgments for each of the
parties, or any counterpart containing original signatures and acknowledgments
for all of the parties, shall constitute an original Agreement for all purposes.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                 TCI                               TLI
                 ---                               ---

          TELETOUCH COMMUNICATIONS, INC.,    TELETOUCH LICENSES, INC.,
          a Delaware corporation             a Delaware corporation


          By: _____________________________  By: _______________________________
               J. Kernan Crotty, President       Robert M. McMurrey, President
               hereunto duly authorized            hereunto duly authorized

                                     Pilgrim
                                     -------

                    ING PRIME RATE TRUST, a Massachusetts
                    business trust formerly known as
                    Pilgrim America Prime Rate Trust

                    By: ING Investments, LLC,
                    a Delaware limited liability company,
                    its investment manager

                    By: ____________________________________
                          Robert L. Wilson, Vice President
                          hereunto duly authorized

                                      -31-

<PAGE>

STATE OF ARIZONA             )
                             ) ss.
County of Maricopa           )


          On this ____day of May, 2002, before me, the undersigned notary
public, personally appeared J. Kernan Crotty who, after satisfactorily
identifying himself to me, executed the foregoing instrument in my presence as
the President and Chief Financial Officer of TELETOUCH COMMUNICATIONS, INC., a
Delaware corporation, and acknowledged that he was the President and Chief
Financial Officer of said corporation, that he was signing the foregoing
instrument in such capacity on behalf of such corporation for the purposes
therein contained, that he had been duly authorized by the corporation to do so,
and that the same constituted the free act and deed of such corporation.

          IN WITNESS WHEREOF, I hereunder set my hand and official seal.


                                             Notary Public

My Commission Expires:




STATE OF ARIZONA             )
                             ) ss.
County of Maricopa           )


          On this ____day of May, 2002, before me, the undersigned notary
public, personally appeared Robert M. McMurrey, who, after satisfactorily
identifying himself/herself to me, executed the foregoing instrument in my
presence as the President of TELETOUCH LICENSES, INC., a Delaware corporation,
and acknowledged that he/she was the President of said corporation, that he/she
was signing the foregoing instrument in such capacity on behalf of such
corporation for the purposes therein contained, that he/she had been duly
authorized by the corporation to do so, and that the same constituted the free
act and deed of such corporation.

          IN WITNESS WHEREOF, I hereunder set my hand and official seal.


                                             Notary Public

My Commission Expires:

<PAGE>

STATE OF ARIZONA             )
                             ) ss.
County of Maricopa           )

          On this ____day of May, 2002, before me, the undersigned notary
public, personally appeared Robert L. Wilson, who, after satisfactorily
identifying himself/herself to me, executed the foregoing instrument in my
presence as the Vice President of ING Investments, LLC, a Delaware limited
liability company and the investment manager for ING PRIME RATE TRUST, a
Massachusetts business trust formerly known as Pilgrim America Prime Rate Trust,
and acknowledged that he/she was the Vice President of said limited liability
company, that such limited liability company was the investment manager for such
business trust, that he/she was signing the foregoing instrument in such
capacity on behalf of such limited liability company, as the investment manager
for such business trust, for the purposes therein contained, that he/she had
been duly authorized by the limited liability company and the business trust to
do so, and that the same constituted the free act and deed of such limited
liability company and business trust.

          IN WITNESS WHEREOF, I hereunder set my hand and official seal.


                                             Notary Public


My Commission Expires:

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
..    Definitions.................................................................................................... 4
     -----------
     0.1       "Act of Insolvency\.................................................................................. 4
                -----------------
     0.2       "Affiliate"\........................................................................................  5
                ---------
     0.3       "Bankruptcy"\.......................................................................................  6
                ----------
     0.4       "Governmental Authorities\..........................................................................  6
                ------------------------
     0.5       "Incapacity\........................................................................................  7
                ----------
     0.6       "Law\...............................................................................................  7
                ---
     0.7       "Person\............................................................................................  7
                ------
     0.8       "TLL Group\.........................................................................................  7
                ---------


1.         Accuracy of Recitals....................................................................................  7
           --------------------


2.         Representations, Warranties and Covenants of Obligors...................................................  7
           -----------------------------------------------------
     2.1       Re-Affirmation of Existing Obligations..............................................................  7
               --------------------------------------
     2.2       Current Status of Loan and Loan Documents...........................................................  8
               -----------------------------------------
     2.3       Continued Performance of Obligors' Obligations......................................................  9
               ----------------------------------------------
     2.4       No Hidden Inducements or Mistakes of Fact........................................................... 10
               -----------------------------------------
     2.5       No Reconveyance Agreements.......................................................................... 10
               --------------------------
     2.6       Ratification of Loan Documents and Other Agreements; Absence of Existing Impairment; Agreement
               ----------------------------------------------------------------------------------------------
           Does Not Constitute An Impairment....................................................................... 11
           ---------------------------------
     2.7       Accuracy, Currency and Completeness of Furnished Information........................................ 12
               ------------------------------------------------------------
     2.8       No Challenges, Repudiations or Other Hostile Acts................................................... 12
               -------------------------------------------------
     2.9       Debtor Relief Proceedings........................................................................... 14
               -------------------------
     2.10      Payment of Expenses................................................................................. 15
               -------------------
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
     2.11     No Resulting Conflicts or Required Consents..........................................................  17
              -------------------------------------------
     2.12     No Existing Defaults.................................................................................  17
              --------------------
     2.13     Absence of Investigations, Claims and Litigation.....................................................  17
              ------------------------------------------------
     2.14..........................................................................................................  18
     Matters Relating to Obligors..................................................................................  18
     ----------------------------
     2.15..........................................................................................................  18
     Duty to Promptly Advise and Cure..............................................................................  18
     --------------------------------


3.       Modifications to Pilgrim Facility B Term Loan;............................................................  18
     3.1      Modifications to Pilgrim Facility B Term Loan and Loan Documents.....................................  19
              ----------------------------------------------------------------
     3.2      Elimination of Further Lending Obligation............................................................  19
              -----------------------------------------
     3.3      Lenders' Remedies Unaffected.........................................................................  19
              ----------------------------
     3.4      Deemed Satisfaction of Non-Pilgrim Loans.............................................................  20
              ----------------------------------------
     3.5      Return of Notes; Partial Release of Security Documents...............................................  20
              ------------------------------------------------------
     3.6      Mutual Releases By Chase, Finova, Pilgrim, Van Kampen and the Obligors...............................  21
              ----------------------------------------------------------------------
     3.7      Assignment and Assumption of Agent's Rights, Title and Interests.....................................  22
              ----------------------------------------------------------------


4.       Closing...................................................................................................  22
         -------
     4.1      Closing Date and Place...............................................................................  22
              ----------------------
     4.2      Additional Lender Closing Conditions Precedent.......................................................  22
              ----------------------------------------------
         4.2.1     Recordable Documents............................................................................  22
                   --------------------
         4.2.2     Second Amended and Restated Credit Agreement....................................................  23
                   --------------------------------------------
         4.2.3     Amended and Restated Pilgrim Note...............................................................  23
                   ---------------------------------
         4.2.4     Cash Payments...................................................................................  23
                   -------------
         4.2.4.1        To Pilgrim.................................................................................  23
                        ----------
         4.2.4.2        To Chase...................................................................................  23
                        --------
         4.2.4.3        To Finova..................................................................................  23
                        ---------
         4.2.4.4        To Van Kampen..............................................................................  23
                        -------------
         4.2.5     Financial Condition.............................................................................  23
                   -------------------
         4.2.6     Survey..........................................................................................  23
                   ------
         4.2.7     Title Policy and Endorsements...................................................................  23
                   -----------------------------
         4.2.8     Resolutions and Authorizations..................................................................  24
                   ------------------------------
         4.2.9     Legal Opinions..................................................................................  24
                   --------------
         4.2.10    Payment of Closing Costs........................................................................  24
                   ------------------------
         4.2.11    Third Party Approvals...........................................................................  24
                   ---------------------
         4.2.12    Loan Agreement Matters..........................................................................  24
                   ----------------------
         4.2.13    Searches........................................................................................  24
                   --------
         4.2.14    Affidavits......................................................................................  24
                   ----------
         4.2.15    Continued Accuracy of Representations and Warranties............................................  25
                   ----------------------------------------------------
         4.2.16    Full Performance of Covenants...................................................................  25
                   -----------------------------
         4.2.17    No Uncured Breaches or Defaults.................................................................  25
                   -------------------------------
         4.2.18    Additional Matters..............................................................................  25
                   ------------------


5.       Miscellaneous.............................................................................................  26
         -------------
     5.1      Authority............................................................................................  26
              ---------
     5.2      Reasonably Equivalent Consideration; Reasonable Expectations.........................................  26
              ------------------------------------------------------------
     5.3      Notices..............................................................................................  26
              -------
     5.4      Entire Agreement; Amendments.........................................................................  26
              ----------------------------
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
     5.5        Waiver Requirements.................................................................................  27
                -------------------
     5.6        Pilgrim's Remedies..................................................................................  27
                ------------------
     5.7        Waivers By Obligors.................................................................................  27
                -------------------
     5.8        Time of the Essence.................................................................................  28
                -------------------
     5.9        Additional Acts and Documents.......................................................................  28
                -----------------------------
     5.10       Severability........................................................................................  28
                ------------
     5.11       Interpretation......................................................................................  29
                --------------
     5.12       Binding Effect......................................................................................  29
                --------------
     5.13       Governing Law.......................................................................................  29
                -------------
     5.14       Attorneys' Fees.....................................................................................  29
                ---------------
     5.15       Exhibits and Schedules..............................................................................  30
                ----------------------
     5.16       Survival............................................................................................  30
                --------
     5.17       Conflicts Among Loan Documents and/or Other Agreements..............................................  30
                ------------------------------------------------------
     5.18       No Brokers..........................................................................................  30
                ----------
     5.19       Counterpart Execution...............................................................................  31
                ---------------------
           4.2.7     Title Policy and Endorsements..................................................................  21
           4.2.8     Resolutions and Authorizations.................................................................  21
           4.2.9     Legal Opinions.................................................................................  22
           4.2.10    Payment of Closing Costs.......................................................................  22
           4.2.11    Third Party Approvals..........................................................................  22
           4.2.12    Loan Agreement Matters.........................................................................  22
           4.2.13    Searches.......................................................................................  22
           4.2.14    Affidavits.....................................................................................  22
           4.2.15    Continued Accuracy of Representations and Warranties...........................................  22
           4.2.16    Full Performance of Covenants..................................................................  23
           4.2.17    No Uncured Breaches or Defaults................................................................  23
           4.2.18    Additional Matters.............................................................................  23

5.   Miscellaneous..................................................................................................  23
     5.1   Authority................................................................................................  23
     5.2   Reasonably Equivalent Consideration; Reasonable Expectations.............................................  23
     5.3   Notices..................................................................................................  24
     5.4   Entire Agreement; Amendments.............................................................................  24
     5.5   Waiver Requirements......................................................................................  24
     5.6   Pilgrim's Remedies.......................................................................................  24
     5.7   Waivers By Obligors......................................................................................  25
     5.8   Time of the Essence......................................................................................  25
     5.9   Additional Acts and Documents............................................................................  26
     5.10  Severability.............................................................................................  26
     5.11  Interpretation...........................................................................................  26
     5.12  Binding Effect...........................................................................................  26
     5.13  Governing Law............................................................................................  26
     5.14  Attorneys' Fees..........................................................................................  27
     5.15  Exhibits and Schedules...................................................................................  27
     5.16  Survival.................................................................................................  27
     5.17  Conflicts Among Loan Documents and/or Other Agreements...................................................  27
     5.18  No Brokers...............................................................................................  28
     5.19  Counterpart Execution....................................................................................  28
</TABLE>

List of Exhibits and Schedules
------------------------------

                                      -iii-

<PAGE>

Schedule "A"     -  Legal Description of Tyler Texas Real Property
Schedule "B"     -  List of Deeds of Trust (including identification of county
                      recorders offices and recording information)
Schedule "C"     -  List of County Recorders and Other Governmental Offices
                      (with filing and/or recording information) where
                      Collateral Assignment of Leasehold Interests was filed or
                      recorded
Schedule "D"     -  List of County Recorders and Other Governmental Offices
                      (with filing and/or recording information) where Financing
                      Statements were filed or recorded
Schedule 2.2.10  -  List of Exceptions to Representations re Security Documents
Schedule 2.14    -  List of Persons Holding Interests or Options in Obligors

Exhibit "A"      -  Amended and Restated Pilgrim Note
Exhibit "B"      -  New Pilgrim Deed of Trust
Exhibit "C"      -  Second Amended and Restated Credit Agreement

                                      -iv-

<PAGE>

 Exhibits to Exhibit 10.2: Loan Modification Agreement dated as of May 17, 2002
 ------------------------------------------------------------------------------

Exhibit A to this document, Amended and Restated Pilgrim Note, is filed as
---------
exhibit 4.4 to the Current Report on Form 8-K to which this document is
appended.

Exhibit B to this document, New Pilgrim Deed of Trust, is filed as exhibit 10.9
---------
to the Current Report on Form 8-K to which this document is appended.

Exhibit C to this document, Second Amended and Restated Credit Agreement, is
---------
filed as exhibit 10.1 to the Current Report on Form 8-K to which this document
is appended.