Exhibit 10.1


    
      

    

     

    FIRST-LIEN
      CREDIT AGREEMENT

     

    among

     

    RCN
      CORPORATION,

     

    VARIOUS
      LENDERS

     

    and

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

    as
      ADMINISTRATIVE AGENT

     

    ________________________________

     

    Dated
      as
      of May 30, 2006

    ________________________________

     

    DEUTSCHE
      BANK SECURITIES INC.,

    as
      SOLE
      LEAD ARRANGER,

     

    DEUTSCHE
      BANK SECURITIES INC.

     

    and

     

    CITIGROUP
      GLOBAL MARKETS INC.,

    as
      JOINT
      BOOK RUNNING MANAGERS

     

    CITICORP
      USA, INC.,
      as
      Syndication Agent

     

    and

     

    SOCIETE
      GENERALE,
      as
      Documentation Agent


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    FIRST-LIEN
      CREDIT AGREEMENT, dated as of May 30, 2006, among RCN CORPORATION, a Delaware
      corporation (the “Borrower”),
      the
      Lenders party hereto from time to time, and DEUTSCHE BANK TRUST COMPANY
      AMERICAS, as Administrative Agent. All capitalized terms used herein and defined
      in Section 11 are used herein as therein defined.

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      subject to and upon the terms and conditions set forth herein, the Lenders
      are
      willing to make available to the Borrower the respective credit facilities
      provided for herein; 

     

    NOW,
      THEREFORE, IT IS AGREED:

     

    SECTION
      1.  Amount
      and Terms of Credit.

     

    1.01  The
      Commitments.
      (a)
      Subject
      to and upon the terms and conditions set forth herein, each Lender with an
      Initial Term Loan Commitment severally agrees to make a term loan or term loans
      (each an “Initial
      Term Loan”
and
      collectively the “Initial
      Term Loans”)
      to the
      Borrower in an amount not more than such Lender’s Initial Term Loan Commitment,
      which Initial Term Loans (i) shall be incurred pursuant to a single drawing
      on
      the Initial Borrowing Date, (ii) shall be denominated in Dollars, and (iii)
      except as hereinafter provided, shall, at the option of the Borrower, be
      incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar
      Loans, provided
      that (A)
      except as otherwise specifically provided in Section 1.10(b), all Initial Term
      Loans comprising the same Borrowing shall at all times be of the same Type,
      and
      (B) unless either the Administrative Agent otherwise agrees in its sole
      discretion or has determined that the Syndication Date has occurred (at which
      time this clause (B) shall no longer be applicable), prior to the 90th day
      following the Initial Borrowing Date, Initial Term Loans may only be incurred
      and maintained as, and/or converted into, Eurodollar Loans so long as all such
      outstanding Eurodollar Loans are subject to an Interest Period of one month
      which begins on the same day, with the first such Interest Period to begin
      no
      sooner than three Business Days (nor later than five Business Days) after the
      Initial Borrowing Date, and (iv) shall be made by each such Lender in that
      aggregate principal amount which does not exceed the Initial Term Loan
      Commitment of such Lender on the Initial Borrowing Date. Once repaid, Initial
      Term Loans may not be reborrowed.

     

    (b)  Subject
      to and upon the terms and conditions set forth herein, each Lender with a
      Revolving Loan Commitment severally agrees to make, at any time and from time
      to
      time on or after the Initial Borrowing Date and prior to the Revolving Loan
      Maturity Date, a revolving loan or revolving loans (each, a “Revolving
      Loan”
and,
      collectively, the “Revolving
      Loans”)
      to the
      Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall,
      at the option of the Borrower, be incurred and main-tained as, and/or converted
      into, Base Rate Loans or Eurodollar Loans, provided
      that (A)
      except as otherwise specifically provided in Section 1.10(b), all Revolving
      Loans comprising the same Borrowing shall at all times be of the same Type,
      and
      (B) unless either the Administrative Agent otherwise agrees in its sole
      discretion or has determined that the Syndication Date has occurred (at which
      time this clause (B) shall no longer be applicable), prior to the 90th day
      following the Initial Borrowing Date, Revolving Loans may only be incurred
      and
      maintained as, and/or converted into, Eurodollar Loans so long as all such
      outstanding Eurodollar Loans are subject to an Interest Period of one month
      which begins on the same day, (iii) may be repaid and reborrowed in
      accordance with the provisions hereof, and (iv) shall not exceed for any
      such Lender at any time outstanding that aggre-gate principal amount which,
      when
      added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I)
      the aggregate amount of all Letter of Credit Outstandings (exclu-sive of Unpaid
      Drawings which are repaid with the proceeds of, and simul-tan-eously with the
      incurrence of, the respective incurrence of Revolving Loans) at such time and
      (II) the aggregate principal amount of all Swingline Loans (exclusive of
      Swingline Loans which are repaid with the proceeds of, and simultaneously with
      the incurrence of, the respective incur-rence of Revolving Loans) then
      outstanding, equals the Revolving Loan Commitment of such Lender at such
      time.

     

    
      
        
        

      

      
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    (c)  Subject
      to and upon the terms and conditions set forth herein, the Swingline Lender
      agrees to make, at any time and from time to time on or after the Initial
      Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or
      revolving loans (each, a “Swingline
      Loan”
and,
      collectively, the “Swingline
      Loans”)
      to the
      Borrower, which Swingline Loans (i) shall be incurred and maintained as Base
      Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and
      reborrowed in accordance with the provisions hereof, (iv) shall not exceed
      in
      aggregate principal amount at any time outstanding, when combined with the
      aggregate principal amount of all Revolving Loans then outstanding and the
      aggregate amount of all Letter of Credit Outstandings at such time, an amount
      equal to the Total Revolving Loan Commitment at such time, and (v) shall not
      exceed in aggre-gate principal amount at any time outstanding the Maximum
      Swingline Amount. Notwithstanding anything to the contrary contained in this
      Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any
      Swingline Loans at a time when a Lender Default exists with respect to an RL
      Lender unless the Swingline Lender has entered into arrangements satisfactory
      to
      it and the Borrower to eliminate the Swingline Lender’s risk with respect to the
      Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline
      Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting
      Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the
      Swingline Lender shall not make any Swingline Loan after it has received written
      notice from the Borrower, any other Credit Party or the Required Lenders stating
      that a Default or an Event of Default exists and is continuing until such time
      as the Swingline Lender shall have received written notice (A) of rescission
      of
      all such notices from the party or parties originally delivering such notice
      or
      notices or (B) of the waiver of such Default or Event of Default by the Required
      Lenders.

     

    (d)  On
      any
      Business Day, the Swingline Lender may, in its sole discretion, give notice
      to
      the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be
      funded with one or more Borrowings of Revolving Loans (provided
      that
      such notice shall be deemed to have been automatically given upon the occurrence
      of a Default or an Event of Default under Section 10.05 or upon the exercise
      of
      any of the remedies provided in the last para-graph of Section 10), in which
      case one or more Borrowings of Revolving Loans consti-tut-ing Base Rate Loans
      (each such Borrowing, a “Mandatory
      Borrowing”)
      shall
      be made on the immedi-ately succeeding Business Day by all RL Lenders
pro rata
      based on
      each such RL Lender’s RL Percentage and the proceeds thereof shall be
      applied directly by the Swingline Lender to repay the Swingline Lender for
      such
      outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make
      Revolving Loans upon one Business Day’s notice pursuant to each Mandatory
      Borrowing in the amount and in the manner specified in the preceding sentence
      and on the date specified in writing by the Swingline Lender notwithstanding
      (i) the amount of the Mandatory Borrowing may not comply with the Minimum
      Borrowing Amount otherwise required hereunder, (ii) whether any conditions
      speci-fied in Section 6 are then satisfied, (iii) whether a Default or an Event
      of Default then exists, (iv) the date of such Mandatory Borrowing, and (v)
      the amount of the Total Revolving Loan Commitment at such time. In the event
      that any Mandatory Borrowing cannot for any reason be made on the date
      other-wise required above (including, without limitation, as a result of the
      commencement of a proceeding under the Bankruptcy Code with respect to the
      Borrower), then each RL Lender hereby agrees that it shall forthwith purchase
      (as of the date the Mandatory Borrowing would other-wise have occurred, but
      adjusted for any payments received from the Borrower on or after such date
      and
      prior to such purchase) from the Swingline Lender such participations in the
      outstand-ing Swingline Loans as shall be necessary to cause the RL Lenders
      to
      share in such Swingline Loans ratably based upon their respective RL
      Percentages, provided
      that
      (x) all interest payable on the Swingline Loans shall be for the account of
      the Swingline Lender until the date as of which the respec-tive partici-pa-tion
      is required to be purchased and, to the extent attributable to the purchased
      participation, shall be payable to the participant from and after such date
      and
      (y) at the time any purchase of partici-pa-tions pursuant to this sentence
      is
      actually made, the purchasing RL Lender shall be required to pay the Swingline
      Lender interest on the principal amount of partici-pa-tion purchased for each
      day from and includ-ing the day upon which the Mandatory Borrowing would
      otherwise have occurred to but exclud-ing the date of payment for such
      participation at the overnight Federal Funds Rate for the first three days
      and
      at the interest rate otherwise applicable to Revolving Loans maintained as
      Base
      Rate Loans hereunder for each day thereafter.

     

    
      
        
        

      

      
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    (e)  Subject
      to Section 1.14, the other terms and conditions set forth herein and the
      relevant Incremental Term Loan Commitment Agreement, each Lender with an
      Incremental Term Loan Commitment severally agrees to make a term loan or term
      loans (each, an “Incremental
      Term Loan”
and,
      collectively, the “Incremental
      Term Loans”
and,
      together with the Initial Term Loans, the “Term
      Loans”)
      to the
      Borrower, which Incremental Term Loans: (i) may be incurred from time to time
      on
      or after the Syndication Date and prior to the Revolving Loan Maturity Date;
      (ii) except as hereafter provided, shall, at the option of the Borrower, be
      incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar
      Loans, provided
      that all
      Incremental Term Loans made as part of the same Borrowing shall, unless
      otherwise specifically provided herein, consist of Incremental Term Loans of
      the
      same Type; (iii) shall be made by each such Lender in that aggre-gate
      prin-ci-pal amount which does not exceed the Incremental Term Loan Commitment
      of
      such Lender (as set forth in the relevant Incremental Term Loan Commitment
      Agreement) on the respec-tive Incremental Term Loan Borrowing Date, (iv) shall
      be added to then outstanding borrowings of Initial Term Loans as provided in
      Section 1.14(c) and (v) shall not exceed $125,000,000 in aggre-gate principal
      amount for all Incremental Term Loans made by all Incremental Term Loan Lenders
      pursuant to this Agreement and the various Incremental Term Loan Commitment
      Agreements. Once prepaid or repaid, Incremental Term Loans may not be
      reborrowed.

     

    1.02  Minimum
      Amount of Each Borrowing.
      The
      aggregate principal amount of each Borrowing of Loans under a respective Tranche
      shall not be less than the Minimum Borrowing Amount applicable to such Tranche.
      More than one Borrowing may occur on the same date, but at no time shall there
      be outstanding more than ten Borrowings of Eurodollar Loans in the aggregate
      for
      all Tranches of Loans.

     

    
      
        
        

      

      
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    1.03  Notice
      of Borrowing.  
      (a)  Whenever
      the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower
      shall
      give the Administrative Agent at the Notice Office at least three Business
      Days’
prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base
      Rate
      Loans hereunder (excluding Swingline Loans and Revolving Loans made pursu-ant
      to
      a Mandatory Borrowing), the Borrower shall give the Administrative Agent at
      the
      Notice Office at least one Business Day’s prior notice of each Base Rate Loan to
      be incurred hereunder, provided
      that (in
      each case) any such notice shall be deemed to have been given on a certain
      day
      only if given before 12:00 Noon (New York City time) on such day. Each such
      notice (each, a “Notice
      of Borrowing”),
      except as otherwise expressly provided in Section 1.10, shall be irrevocable
      and
      shall be in writ-ing, or by telephone promptly confirmed in writing, in the
      form
      of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal
      amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date
      of
      such Borrowing (which shall be a Business Day), (iii) whether the Loans being
      incurred pursuant to such Borrowing shall constitute Initial Term Loans,
      Incremental Term Loans or Revolving Loans, (iv) whether the Loans being incurred
      pursuant to such Borrowing are to be initially main-tained as Base Rate Loans
      or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar
      Loans, the initial Interest Period to be applicable thereto and (v) the location
      and number of the Borrower’s account to which funds are to be disbursed. The
      Administrative Agent shall promptly give each Lender which is required to make
      Loans of the Tranche specified in the respective Notice of Borrowing, notice
      of
      such proposed Borrowing, of such Lender’s propor-tionate share thereof and of
      the other matters required by the immediately preceding sentence to be specified
      in the Notice of Borrowing.

     

    (b)  (i)
      Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower
      shall give the Swingline Lender no later than 1:00 P.M. (New York time) on
      the
      date that a Swingline Loan is to be incurred, written notice or telephonic
      notice promptly confirmed in writ-ing of each Swingline Loan to be incurred
      hereunder. Each such notice shall be irrevocable and specify in each case (A)
      the date of Borrowing (which shall be a Business Day) and (B) the aggre-gate
      principal amount of the Swingline Loans to be incurred pursuant to such
      Borrowing.

     

    (ii)  Mandatory
      Borrowings shall be made upon the notice specified in Section 1.01(d), with
      the
      Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to
      the
      making of the Mandatory Borrowings as set forth in Section 1.01(d).

     

    (c)  Without
      in any way limiting the obligation of the Borrower to confirm in writ-ing any
      telephonic notice of any Borrowing or prepayment of Loans, the Administrative
      Agent or the Swingline Lender, as the case may be, may act without liability
      upon the basis of telephonic notice of such Borrowing or prepayment, as the
      case
      may be, believed by the Administrative Agent or the Swingline Lender, as the
      case may be, in good faith to be from an Authorized Representative of the
      Borrower. In each such case, the Borrower hereby waives the right to dispute
      the
      Administrative Agent’s or the Swingline Lender’s, as the case may be, record of
      the terms of such tele-phonic notice of such Borrowing or prepayment of Loans,
      as the case may be, absent manifest error.

     

    
      
        
        

      

      
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    1.04  Disbursement
      of Funds. 
       (a) No later than 1:00 P.M. (New York time) on the date specified in each
      Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 4:00
      P.M. (New York time) on the date specified pursuant to Section 1.03(b)(i) or
      (y)
      in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York time)
      on
      the date specified in Section 1.01(d)), each Lender with a Commitment of the
      respective Tranche will make available its pro rata
      portion
      (determined in accordance with Section 1.07) of each such Borrowing requested
      to
      be made on such date (or in the case of Swingline Loans, the Swingline Lender
      will make available the full amount thereof). All such amounts will be made
      available in Dollars and in immediately available funds at the Payment Office,
      and the Administrative Agent will, except in the case of Revolving Loans made
      pursuant to a Mandatory Borrowing, transmit the aggregate of the amounts so
      made
      available by the Lenders to the account specified by the Borrower in the
      applicable Notice of Borrowing by wire transfer of immediately available
      funds.

     

    (b)  Unless
      the Administrative Agent shall have been notified by any Lender prior to the
      date of the proposed incurrence that such Lender does not intend to make
      available to the Administrative Agent such Lender’s portion of the Borrowing or
      Borrowings to be made on such date, the Administrative Agent may assume that
      such Lender has made such amount available to the Administrative Agent on such
      date of Borrowing and the Administrative Agent may (but shall not be obligated
      to), in reliance upon such assumption, make available to the Borrower a
      corresponding amount. If such corre-sponding amount is not in fact made
      available to the Administrative Agent by such Lender, the Administrative Agent
      shall be entitled to recover such corresponding amount on demand from such
      Lender. If such Lender does not pay such corresponding amount forthwith upon
      the
      Administrative Agent’s demand therefor, the Administrative Agent shall promptly
      notify the Borrower and the Borrower shall immediately pay such corresponding
      amount to the Administrative Agent. The Administrative Agent also shall be
      entitled to recover on demand from such Lender or the Borrower, as the case
      may
      be, interest on such corresponding amount in respect of each day from the date
      such corresponding amount was made available by the Administrative Agent to
      the
      Borrower until the date such corresponding amount is recovered by the
      Administrative Agent, at a rate per annum equal to (i) if recovered from such
      Lender, the overnight Federal Funds Rate for the first three days and at the
      interest rate otherwise applicable to such Loans for each day thereafter and
      (ii) if recovered from the Borrower, the rate of interest applicable to the
      respective Borrowing, as determined pursuant to Section 1.08. Nothing in this
      Section 1.04 shall be deemed to relieve any Lender from its obligation to make
      Loans hereunder or to prejudice any rights which the Borrower may have against
      any Lender as a result of any failure by such Lender to make Loans
      hereunder.

     

    1.05  Notes.  
      (a)
      The
      Borrower’s obligation to pay the principal of, and interest on, the Loans made
      by each Lender shall be evidenced in the Register maintained by the
      Administrative Agent pursuant to Section 13.15 and shall, if requested by such
      Lender, also be evidenced (i) in the case of Term Loans, by a promissory note
      duly executed and delivered by the Borrower substan-tially in the form of
      Exhibit B-1, with blanks appropriately completed in conform-ity here-with (each,
      a “Term
      Note”
and,
      collectively, the “Term
      Notes”),
      (ii)
      in the case of Revolving Loans, by a promissory note duly executed and delivered
      by the Borrower substantially in the form of Exhibit B-2, with blanks
      appropriately completed in conformity herewith (each, a “Revolving
      Note”
and,
      collectively, the “Revolving
      Notes”);
      and
      (iii) in the case of Swingline Loans, by a promis-sory note duly executed and
      delivered by the Borrower substantially in the form of Exhibit B-3, with blanks
      appropriately completed in conformity herewith (the “Swingline
      Note”).

     

    
      
        
        

      

      
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    (b)  The
      Term
      Note issued to each Lender that has an Initial Term Loan Commitment, an
      Incremental Term Loan Commitment or outstanding Term Loans shall (i) be executed
      by the Borrower, (ii) be payable to such Lender or its registered assigns and
      be
      dated the Initial Borrowing Date (or, if issued after the Initial Borrowing
      Date, be dated the date of issuance thereof), (iii) be in a stated principal
      amount equal to the Term Loans made by such Lender on the Initial Borrowing
      Date
      (or, if issued after the Initial Borrowing Date, be in a stated principal amount
      equal to the sum of (x) the aggregate principal amount of Term Loans held by
      such Lender and (y) the Incremental Term Loan Commitment (if any) of such
      Lender) and be payable in the outstanding principal amount of Term Loans
      evidenced thereby, (iv) mature on the Term Loan Maturity Date, (v) bear interest
      as provided in the appropriate clause of Section 1.08 in respect of the Base
      Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi)
      be
      subject to voluntary prepayment as provided in Section 4.01, and mandatory
      repayment as provided in Section 4.02, and (vii) be entitled to the benefits
      of
      this Agreement and the other Credit Documents.

     

    (c)  The
      Revolving Note issued to each RL Lender requesting same shall (i) be executed
      by
      the Borrower, (ii) be payable to the RL Lender or its registered assigns and
      be
      dated the Initial Borrowing Date (or, if issued after the Initial Borrowing
      Date, be dated the date of issuance thereof), (iii) be in a stated principal
      amount equal to the Revolving Commitment of such RL Lender and be payable in
      the
      prin-cipal amount of the Revolving Loans evi-denced thereby, (iv) mature on
      the Revolving Loan Maturity Date, (v) bear interest as provided in the
      appro-priate clause of Section 1.08 in respect of the Base Rate Loans and
      Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
      voluntary prepayments as provided in Section 4.01 and mandatory repayment as
      provided in Section 4.02 and (vii) be entitled to the bene-fits of this
      Agreement and the other Credit Documents.

     

    (d)  The
      Swingline Note issued to the Swingline Lender (if requested) shall (i) be
      executed by the Borrower, (ii) be pay-able to the Swingline Lender or its
      registered assigns and be dated the Initial Borrwing Date (or, if issued after
      the Initial Borrwing Date, be dated the date of issuance thereof), (iii) be
      in a
      stated principal amount equal to the Maximum Swingline Amount and be payable
      in
      the principal amount of Swingline Loans evidenced thereby, (iv) mature on
      the Swing-line Expiry Date, (v) bear interest as provided in Sec-tion 1.08
      in respect of the Base Rate Loans evidenced thereby, (vi) be subject to
      voluntary prepayments as provided in Section 4.01 and mandatory pre-pay-ment
      as
      provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement
      and the other Credit Docu-ments.

     

    (e)  Each
      Lender will note on its internal records the amount of each Loan made by it
      and
      each payment in respect thereof and prior to any transfer of any of its Notes
      will endorse on the reverse side thereof the outstanding principal amount of
      Loans evidenced thereby. Failure to make any such notation or any error in
      such
      notation shall not affect the Borrower’s obligations in respect of such
      Loans.

     

    (f)  Notwithstanding
      anything to the contrary contained above in this Section 1.05 or elsewhere
      in
      this Agreement, Notes shall only be delivered to Lenders which at any time
      specifically request the delivery of such Notes. No failure of any Lender to
      request or obtain a Note evidencing its Loans to the Borrower shall affect
      or in
      any manner impair the obligations of the Borrower to pay the Loans (and all
      related Obligations) incurred by the Borrower which would otherwise be evidenced
      thereby in accordance with the requirements of this Agreement, and shall not
      in
      any way affect the security or guaranties therefor provided pursuant to the
      various Credit Documents. Any Lender which does not have a Note evidencing
      its
      outstanding Loans shall in no event be required to make the notations otherwise
      described in preceding clause (e). At any time when any Lender requests the
      delivery of a Note to evidence any of its Loans, the Borrower shall promptly
      execute and deliver to the respective Lender the requested Note in the
      appropriate amount or amounts to evidence such Loans.

     

    
      
        
        

      

      
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    1.06  Conversions.  
      The Borrower shall have the option to convert, on any Business Day, all or
      a
      portion equal to at least the Minimum Borrowing Amount of the outstand-ing
      principal amount of Loans (other than Swingline Loans which may not be converted
      pursuant to this Section 1.06) made pursuant to one or more Borrowings (so
      long
      as of the same Tranche) of one or more Types of Loans into a Borrowing (of
      the
      same Tranche) of another Type of Loan, provided
      that,
      (i) except as otherwise provided in Section 1.10(b), Eurodollar Loans may be
      con-verted into Base Rate Loans only on the last day of an Interest Period
      applicable to the Loans being converted and no such partial conversion of
      Eurodollar Loans shall reduce the outstanding princi-pal amount of such
      Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum
      Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise
      agree, Base Rate Loans may only be converted into Eurodollar Loans if no Default
      or Event of Default is in existence on the date of the conversion, (iii) unless
      the Administrative Agent otherwise agrees in its sole discretion or has
      deter-mined that the Syndication Date has occurred (at which time this clause
      (iii) shall no longer be applicable), prior to the 90th
      day
      follow-ing the Initial Borrowing Date, conversions of Base Rate Loans into
      Eurodollar Loans shall be subject to the provisions of clause (B) of the
      provisos in Section 1.01(a)(iii) and 1.01(b)(ii), (iv) no conversion pursuant
      to
      this Section 1.06 shall result in a greater num-ber of Borrowings of Eurodollar
      Loans than is permitted under Section 1.02 and (v) the Borrower’s right to
      convert Incremental Term Loans of a given Tranche shall be subject to the
      limitations, if any, set forth in the applicable Incremental Term Loan
      Commitment Agreement. Each such conver-sion shall be effected by the Borrower
      by
      giving the Administrative Agent at the Notice Office prior to 12:00 Noon (New
      York City time) at least (x) in the case of conversions of Base Rate Loans
      into
      Eurodollar Loans, three Business Days’ prior notice and (y) in the case of
      conversions of Eurodollar Loans into Base Rate Loans, one Business Day’s prior
      notice (each, a “Notice
      of Conversion/Continuation”),
      in
      each case in the form of Exhibit A-2, appropriately completed to specify the
      Loans to be so converted, the Borrowing or Borrowings pursuant to which such
      Loans were incurred and, if to be converted into Eurodollar Loans, the Interest
      Period to be initially appli-cable thereto. The Administrative Agent shall
      give
      each Lender prompt notice of any such proposed conversion affecting any of
      its
      Loans. Upon any such conversion the proceeds thereof will be deemed to be
      applied directly on the day of such conversion to prepay the outstanding
      principal amount of the Loans being converted.

     

    1.07  Pro
      Rata Borrowings.  
      All Borrowings under this Agreement (other than Swingline Loans) shall be
      incurred from the Lenders pro rata
      on the
      basis of their respective Commitments, provided
      that all
      Mandatory Borrowings shall be incurred from the RL Lenders pro rata
      on the
      basis of their RL Percentages. It is understood that no Lender shall be
      responsible for any default by any other Lender of its obligation to make Loans
      hereunder and that each Lender shall be obligated to make the Loans provided
      to
      be made by it hereunder, regardless of the failure of any other Lender to make
      its Loans hereunder.

     

    
      
        
        

      

      
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    1.08  Interest.  
      (a) The
      Borrower agrees to pay interest in respect of the unpaid principal amount of
      each Base Rate Loan from the date of Borrowing thereof until the earlier of
      (i)
      the maturity thereof (whether by acceleration or otherwise) and (ii) the
      conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section
      1.06
      or 1.09, as applicable, at a rate per annum which shall be equal to the sum
      of
      the Applicable Margin plus
      the Base
      Rate, each as in effect from time to time.

     

    (b)  The
      Borrower agrees to pay interest in respect of the unpaid principal amount of
      each Eurodollar Loan from the date of Borrowing thereof until the earlier of
      (i)
      the maturity thereof (whether by acceleration or otherwise) and (ii) the
      conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section
      1.06,
      1.09 or 1.10, as applicable, at a rate per annum which shall, during each
      Interest Period applicable thereto, be equal to the sum of the Applicable Margin
      as in effect from time to time during such Interest Period plus the Eurodollar
      Rate for such Interest Period.

     

    (c)  Overdue
      principal and, to the extent permitted by law, overdue interest in respect
      of
      each Loan shall, in each case, bear interest at a rate per annum equal to the
      greater of (x) the rate which is 2% in excess of the rate then borne by such
      Loans and (y) the rate which is 2% in excess of the rate otherwise applicable
      to
      Base Rate Loans of the respective Tranche from time to time, and all other
      overdue amounts payable hereunder and under any other Credit Document shall
      bear
      interest at a rate per annum equal to the rate which is 2% in excess of the
      rate
      otherwise applicable to Revolving Loans that are maintained as Base Rate Loans
      from time to time. Interest that accrues under this Section 1.08(c) shall be
      payable on demand.

     

    (d)  Accrued
      (and theretofore unpaid) interest shall be payable (i) in respect of each Base
      Rate Loan, (x) quarterly in arrears on each Quarterly Payment Date, (y) on
      the
      date of any repayment or prepayment in full of all outstanding Base Rate Loans
      of any Tranche, and (z) at maturity (whether by acceleration or otherwise)
      and,
      after such maturity, on demand, and (ii) in respect of each Eurodollar Loan,
      (x)
      on the last day of each Interest Period applicable thereto and, in the case
      of
      an Interest Period in excess of three months, on each date occurring at three
      month intervals after the first day of such Interest Period, and (y) on the
      date
      of any repayment or prepay-ment (on the amount repaid or prepaid), at maturity
      (whether by acceleration or otherwise) and, after such maturity, on demand.
      

     

    (e)  Upon
      each
      Interest Determination Date, the Administrative Agent shall determine the
      Eurodollar Rate for each Interest Period applicable to the respective Eurodollar
      Loans and shall promptly notify the Borrower and the Lenders thereof. Each
      such
      determination shall, absent manifest error, be final and conclusive and binding
      on all parties hereto.

     

    1.09  Interest
      Periods for Eurodollar Loans.  
      At the time the Borrower gives any Notice of Borrowing or Notice of
      Conversion/Continuation in respect of the making of, or conversion into, any
      Eurodollar Loan (in the case of the initial Interest Period applicable thereto)
      or prior to 12:00 Noon (New York time) on the third Business Day prior to the
      expiration of an Interest Period applicable to such Eurodollar Loan (in the
      case
      of any subsequent Interest Period), the Borrower shall have the right to elect
      the interest period (each an “Interest
      Period”)
      applicable to such Eurodollar Loan, which Interest Period shall, at the option
      of the Borrower (but otherwise subject to the provisions of clause (B) of the
      provisos in Sections 1.01(a)(iii) and 1.10(b)(ii), be a one, two, three or
      six
      month period or, to the extent agreed by each Lender with Loans and/or
      Commitments under the relevant Tranche, a nine or twelve month period,
provided
      that (in
      each case):


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (i)  all
      Eurodollar Loans comprising a Borrowing shall at all times have the same
      Interest Period;

     

    (ii)  the
      initial Interest Period for any Eurodollar Loan shall commence on the date
      of
      Borrowing of such Eurodollar Loan (including the date of any conversion thereto
      from a Base Rate Loan) and each Interest Period occurring thereafter in respect
      of such Eurodollar Loan shall commence on the day on which the next preceding
      Interest Period applicable thereto expires;

     

    (iii)  if
      any
      Interest Period for a Eurodollar Loan begins on a day for which there is no
      numerically corresponding day in the calendar month at the end of such Interest
      Period, such Interest Period shall end on the last Business Day of such calendar
      month;

     

    (iv)  if
      any
      Interest Period for a Eurodollar Loan would otherwise expire on a day which
      is
      not a Business Day, such Interest Period shall expire on the next succeeding
      Business Day; provided,
      however,
      that if
      any Interest Period for a Eurodollar Loan would otherwise expire on a day which
      is not a Business Day but is a day of the month after which no further Business
      Day occurs in such month, such Interest Period shall expire on the next
      preceding Business Day;

     

    (v)  unless
      the Required Lenders otherwise agree in writing, no Interest Period may be
      selected at any time when a Default or an Event of Default is then in
      existence;

     

    (vi)  no
      Interest Period in respect of any Borrowing of any Tranche of Loans shall be
      selected which extends beyond the Maturity Date for such Tranche of Loans;
      

     

    (vii)  the
      Borrower’s right to select Interest Periods in respect of an Incremental Term
      Loan of a given Tranche may be subject to the limitations, if any, set forth
      in
      the applicable Incremental Term Loan Commitment Agreement; and 

     

    (viii)  no
      Interest Period in respect of any Borrowing of Term Loans shall be selected
      which extends beyond any date upon which a mandatory repay-ment of such Term
      Loans will be required to be made under Section 4.02(b) if the aggregate
      principal amount of such Term Loans which have Interest Periods which will
      expire after such date will be in excess of the aggregate principal amount
      of
      such Term Loans then outstanding less the aggregate amount of such required
      repayment.

     

    If
      by
      12:00 Noon (New York time) on the third Business Day prior to the expiration
      of
      any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower
      has failed to elect, or is not permitted to elect, a new Interest Period to
      be
      applicable to such Eurodollar Loans as provided above, the Borrower shall be
      deemed to have elected to convert such Eurodollar Loans into Base Rate Loans
      effective as of the expiration date of such current Interest
      Period.

     

    
      
        
        

      

      
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    1.10  Increased
      Costs, Illegality, etc.   (a)
      In the
      event that any Lender shall have determined (which determination shall, absent
      manifest error, be final and conclusive and binding upon all parties hereto
      but,
      with respect to clause (i) below, may be made only by the Administrative
      Agent):

     

    (i)  on
      any
      Interest Determination Date that, by reason of any changes arising after the
      date of this Agreement affecting the interbank Eurodollar market, adequate
      and
      fair means do not exist for ascertaining the applicable interest rate on the
      basis provided for in the definition of Eurodollar Rate; or 

     

    (ii)  at
      any
      time, that such Lender shall incur increased costs or reductions in the amounts
      received or receivable hereunder with respect to any Eurodollar Loan because
      of
      (x) any change since the Effective Date in any applicable law or governmental
      rule, regula-tion, order, guideline or request (whether or not having the force
      of law) or in the inter-pretation or administration thereof and including the
      introduction of any new law or governmental rule, regulation, order, guideline
      or request, such as, but not limited to: (A) a change in the basis of
      taxation of payment to any Lender of the principal of or interest on the Loans
      or the Notes or any other amounts payable hereunder (except for changes in
      the
      rate of tax on, or determined by reference to, the net income or net profits
      or
      capital or franchise taxes imposed in lieu thereof of such Lender or, in the
      case of a Lender that is a flow-through entity for tax purposes, a member or
      a
      partner of such Lender, pursuant to the laws of the country or national
      jurisdiction (or any political subdivision thereof) in which it is organized
      or
      in which its principal office or applicable lending office is located) (the
      preceding provisions of this clause (ii) shall not apply to increased costs
      with
      respect to Taxes which are addressed in Section 4.04) or (B) a change in
      official reserve requirements, but, in all events, excluding reserves required
      under Regulation D to the extent included in the computation of the Eurodollar
      Rate and/or (y) other circumstances arising since the Effective Date affecting
      such Lender, the interbank Eurodollar market or the position of such Lender
      in
      such market; or

     

    (iii)  at
      any
      time, that the making or continuance of any Eurodollar Loan has been made (x)
      unlawful by any law or governmental rule, regulation or order, (y) impossible
      by
      compliance by any Lender in good faith with any governmental request (whether
      or
      not having force of law) or (z) impracticable as a result of a contingency
      occurring after the Effective Date which materially and adversely affects the
      interbank Eurodollar market;

     

    then,
      and
      in any such event, such Lender (or the Administrative Agent, in the case of
      clause (i) above) shall promptly give notice (by telephone promptly confirmed
      in
      writing) to the Borrower and, except in the case of clause (i) above, to the
      Administrative Agent of such determination (which notice the Administrative
      Agent shall promptly transmit to each of the other Lenders). Thereafter (x)
      in
      the case of clause (i) above, Eurodollar Loans shall no longer be available
      until such time as the Administrative Agent notifies the Borrower and the
      Lenders that the circum-stances giving rise to such notice by the Administrative
      Agent no longer exist, and any Notice of Borrowing or Notice of
      Conversion/Continuation given by the Borrower with respect to Eurodollar Loans
      which have not yet been incurred (including by way of conversion) shall be
      deemed rescinded by the Borrower, (y) in the case of clause (ii) above, but
      subject to Section 13.17, the Borrower agrees to pay to such Lender, upon such
      Lender’s written request therefor, such additional amounts (in the form of an
      increased rate of, or a different method of calculating, interest or otherwise
      as such Lender in its sole discretion shall determine) as shall be required
      to
      compensate such Lender for such increased costs or reduc-tions in amounts
      received or receivable hereunder (a written notice as to the additional amounts
      owed to such Lender, showing in reasonable detail the basis for and the
      calculation thereof, submitted to the Borrower by such Lender shall, absent
      manifest error, be final and conclusive and binding on all the parties hereto)
      and (z) in the case of clause (iii) above, the Borrower shall take one of the
      actions specified in Section 1.10(b) as promptly as possible and, in any event,
      within the time period required by law.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (b)  At
      any
      time that any Eurodollar Loan is affected by the circumstances described in
      Section 1.10(a)(ii), the Borrower may, and in the case of a Eurodollar Loan
      affected by the circumstances described in Section 1.10(a)(iii), the Borrower
      shall, either (x) if the affected Eurodollar Loan is then being made initially
      or pursuant to a conversion, cancel such Borrowing by giving the Administrative
      Agent telephonic notice (confirmed in writing) on the same date that the
      Borrower was notified by the affected Lender or the Administrative Agent
      pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar
      Loan
      is then outstanding, upon at least three Business Days’ written notice to the
      Administrative Agent, require the affected Lender to convert such Eurodollar
      Loan into a Base Rate Loan, provided
      that, if
      more than one Lender is affected at any time, then all affected Lenders must
      be
      treated the same pursuant to this Section 1.10(b).

     

    (c)  If
      any
      Lender determines that after the Effective Date the introduction of or any
      change in any applicable law or governmental rule, regulation, order, guideline,
      directive or request (whether or not having the force of law) concerning capital
      adequacy, or any change in interpretation or administration thereof by the
      NAIC
      or any governmental authority, central bank or comparable agency, will have
      the
      effect of increasing the amount of capital required or expected to be maintained
      by such Lender or any corporation controlling such Lender based on the existence
      of such Lender’s Commitments hereunder or its obligations hereunder, then the
      Borrower agrees to pay to such Lender, upon its written demand therefor, but
      subject to the provisions of Section 13.17 (to the extent applicable), such
      additional amounts as shall be required to compensate such Lender or such other
      corporation for the increased cost to such Lender or such other corporation
      or
      the reduction in the rate of return to such Lender or such other corporation
      as
      a result of such increase of capital. In deter-min-ing such additional amounts,
      each Lender will act reasonably and in good faith and will use averaging and
      attribution methods which are reasonable, provided
      that
      such Lender’s deter-mina-tion of compensation owing under this Section 1.10(c)
      shall, absent manifest error, be final and conclusive and binding on all the
      parties hereto. Each Lender, upon determining that any addi-tional amounts
      will
      be payable pursuant to this Section 1.10(c), will give prompt written notice
      thereof to the Borrower, which notice shall show in reasonable detail the basis
      for calculation of such additional amounts.

     

    1.11  Compensation. 
       Subject to Section 13.17, the Borrower agrees to compensate each Lender,
      upon its written request (which request shall set forth in reasonable detail
      the
      basis for requesting such compensation), for all losses, expenses and
      liabilities (including, without limitation, any loss, expense or liability
      incurred by reason of the liquidation or reemployment of deposits or other
      funds
      required by such Lender to fund its Eurodollar Loans but excluding loss of
      anticipated profits) which such Lender may sustain: (i) if for any reason (other
      than a default by such Lender or the Administrative Agent) a Borrowing of,
      or
      conversion from or into, Eurodollar Loans does not occur on a date specified
      therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether
      or not withdrawn by the Borrower or deemed withdrawn pursuant to Sec-tion
      1.10(a)); (ii) if any prepayment or repayment (including any prepayment or
      repayment made pursuant to Section 4.01, Section 4.02 or as a result of an
      acceleration of the Loans pursuant to Section 10) or conversion of any of its
      Eurodollar Loans occurs on a date which is not the last day of an Interest
      Period with respect thereto; (iii) if any prepayment of any of its Eurodollar
      Loans is not made on any date specified in a notice of prepayment given by
      the
      Borrower; or (iv) as a consequence of (x) any other default by the Borrower
      to
      repay Eurodollar Loans when required by the terms of this Agreement or any
      Note
      held by such Lender or (y) any election made pursuant to Section
      1.10(b).

     

    
      
        
        

      

      
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    1.12  Change
      of Lending Office. 
       Each Lender agrees that on the occurrence of any event giving rise to the
      operation of Section 1.10(a)(ii) or (iii), Section 1.10(c),
      Section 2.06 or Section 4.04 with respect to such Lender, it will, if
      requested by the Borrower, use reasonable efforts (subject to overall policy
      considerations of such Lender) to designate another lending office for any
      Loans
      or Letters of Credit affected by such event with the object of avoiding the
      consequence of the event giving rise to the opera-tion of such Section,
provided
      that
      such designation is made on such terms that such Lender and its lending office
      suffer no economic, legal or regulatory disadvantage. Nothing in this
      Section 1.12 shall affect or postpone any of the obligations of the
      Borrower or the right of any Lender provided in Sections 1.10, 2.06 and
      4.04.

     

    1.13  Replacement
      of Lenders. 
       (x)  If any Lender becomes a Defaulting Lender or otherwise
      defaults in its obligations to make Loans, (y) upon the occurrence of an event
      giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c),
      Section 2.06 or Section 4.04 with respect to any Lender which results in such
      Lender charging to the Borrower increased costs or requires the Borrower to
      pay
      any amounts under Section 4.04, in each case in excess of those being generally
      charged by the other Lenders or (z) in the case of a refusal by a Lender to
      consent to certain proposed changes, waivers, discharges or terminations with
      respect to this Agreement which have been approved by the Required Lenders
      as
      (and to the extent) provided in Section 13.12(b), the Borrower shall have the
      right, if no Default or Event of Default then exists (or, in the case of
      preceding clause (z), will exist immedi-ately after giving effect to such
      replacement), to replace such Lender (the “Replaced
      Lender”)
      with
      one or more other Eligible Transferees, none of whom shall constitute a
      Defaulting Lender at the time of such replacement (collectively, the
“Replacement
      Lender”)
      and
      each of whom shall be required to be reasonably acceptable to the Administrative
      Agent (or, at the option of the Borrower, if the circumstances described above
      in this Section 1.13, or the consents required of the respective Lender as
      described above, relate to only a single Tranche hereunder, to replace only
      the
      Commitments and related outstandings and/or participations of such Tranche
      of
      the Replaced Lender with Commitments and related outstandings of a Replacement
      Lender as described herein), provided
      that (i)
      at the time of any replacement pursuant to this Section 1.13, the Replacement
      Lender shall enter into one or more Assignment and Assumption Agreements
      pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section
      13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as
      may
      be agreed to at such time by and among the Borrower, the Replacement Lender
      and
      the Replaced Lender)) pursuant to which the Replacement Lender shall acquire
      all
      of the Commitments and outstanding Loans of, and in each case participations
      in
      Letters of Credit by, the Replaced Lender (or all of the foregoing relating
      to
      the Tranche of the Replaced Lender being replaced, in the event that the
      replacement is not in respect of all Tranches) and, in connection therewith,
      shall pay to (x) the Replaced Lender in respect thereof an amount equal to
      the
      sum of (I) an amount equal to the principal of, and all accrued interest on,
      all
      outstanding Term Loans of the Replaced Lender (unless the Replaced Lender is
      not
      being replaced with respect to such Tranche), (II) an amount equal to all Unpaid
      Drawings that have been funded by (and not reimbursed to) such Replaced Lender,
      together with all then unpaid interest with respect thereto at such time (unless
      the Replaced Lender is not being replaced with respect to such Tranche) and
      (III) an amount equal to all accrued, but theretofore unpaid, Fees owing to
      the
      Replaced Lender pursuant to Section 3.01 (except to the extent that such Fees
      relate to a Tranche with respect to which the Replaced Lender is not being
      replaced) and, except in the case of the replacement of only outstanding Term
      Loans of a Replaced Lender, each Issuing Lender an amount equal to such Replaced
      Lender’s RL Percentage of any Unpaid Drawing (which at such time remains an
      Unpaid Drawing) to the extent such amount was not theretofore funded by such
      Replaced Lender to such Issuing Lender and (ii) all obligations of the Borrower
      due and owing to the Replaced Lender at such time (other than (x) those
      specifically described in clause (i) above in respect of which the assignment
      purchase price has been, or is concurrently being, paid and (y) those relating
      to a Tranche where the respective Replaced Lender is not being replaced) shall
      be paid in full to such Replaced Lender concurrently with such replacement.
      Upon
      the execution of the respective Assignment and Assumption Agreement, the payment
      of amounts referred to in clauses (i) and (ii) above and, if so requested by
      the
      Replacement Lender, delivery to the Replacement Lender of the appropriate Notes
      executed and delivered by the Borrower, the Replacement Lender shall become
      a
      Lender hereunder and the Replaced Lender shall cease to constitute a Lender
      hereunder (with respect to any Tranche or Tranches with respect to which it
      is
      being replaced), except with respect to indemnification provisions under this
      Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04,
      12.06
      and 13.01), which shall survive as to such Replaced Lender.

     

    
      
        
        

      

      
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    1.14  Incremental
      Loan Commitments. 
       (a)
      So long
      as no Default or Event of Default then exists or would result therefrom, the
      Borrower shall have the right to request on one or more occasions on or after
      the Syndication Date and prior to the Revolving Loan Maturity Date that one
      or
      more Lenders and/or one or more other Eligible Transferees provide Incremental
      Term Loan Commitments and, subject to the terms and condi-tions contained in
      this Agreement and the relevant Incremental Term Loan Commitment Agreement,
      make
      Incremental Term Loans, pursuant thereto, it being understood and agreed,
      however, that:

     

    (i)  no
      Lender
      shall be obligated to provide an Incremental Term Loan Commitment as a result
      of
      any such request by the Borrower, and until such time, if any, as such Lender
      has agreed in its sole discretion to provide an Incremental Term Loan Commitment
      and executed and delivered to the Administrative Agent an Incremental Term
      Loan
      Commitment Agreement as provided in clause (b) of this Section 1.14, such Lender
      shall not be obligated to fund any Incremental Term Loans;

     

    (ii)  any
      Lender or other Eligible Transferee may so provide an Incremental Term Loan
      Commitment without the consent of any other Lender; 

     

    (iii)  each
      provision of Incremental Term Loan Commitments pursuant to this Section 1.14
      on
      a given date pursuant to a particular Incremental Term Loan Commitment Agreement
      shall be in a minimum aggregate amount (for all Lenders and other Eligible
      Transferees who will become Lenders pursuant thereto) of
      $25,000,000;


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (iv)  the
      aggregate amount of all Incremental Term Loan Commitments permit-ted to be
      provided pursuant to this Section 1.14 shall not exceed
      $125,000,000;

     

    (v)  each
      Lender agreeing to provide an Incremental Term Loan Commitment pursuant to
      an
      Incremental Term Loan Commitment Agreement shall, subject to the satisfac-tion
      of the relevant conditions set forth in this Agreement, make Incremental Term
      Loans as provided in Section 1.01(e) and such Loans shall thereafter be deemed
      to be Term Loans for all purposes of this Agreement and the other Credit
      Documents;

     

    (vi)  the
      fees
      to be paid to any Eligible Transferees that have been requested by the Borrower
      to provide Incremental Term Loan Commitments shall be no greater than that
      to be
      paid to (or which was offered to) the then exist-ing Lenders provid-ing (or
      which were requested to provide) any such requested Incremental Term Loan
      Commitments;

     

    (vii)  all
      Incremental Term Loans to be incurred pursuant to Incremental Term Loan
      Commitments provided in response to a particular request for same made by the
      Borrower in accordance with clause (b) of this Section 1.14 shall be incurred
      pursuant to a single Incremental Term Loan Commitment Agreement, which may
      be
      executed in counterparts; 

     

    (viii)  the
      Borrower shall be in compliance with the Financial Covenants at such time
      (calculated on a Pro Forma
      Basis
      and assuming that all Incremental Term Loans to be incurred pursuant to such
      Incremental Term Loan Commitments (and any other then existing Incremental
      Term
      Loan Commitments) have been incurred and the proceeds thereof applied in a
      manner as certified to by an Authorized Representative of the Borrower to the
      Administrative Agent); and 

     

    (ix)  all
      actions taken by the Borrower pursuant to this Section 1.14 shall be taken
      in
      coordination with the Administrative Agent.

     

    (b)  At
      the
      time of any provision of Incremental Term Loan Commitments pur-suant to this
      Section 1.14, (i) the Borrower and each Lender or other Eligible Transferee
      which agrees to provide an Incremental Term Loan Commitment (each an
“Incremental
      Term Loan Lender”)
      shall
      execute (which execution may be in counterparts) and deliver to the
      Administrative Agent an Incremental Term Loan Commitment Agreement (it being
      understood that a single Incremental Term Loan Commitment Agreement shall be
      executed and delivered by all Incremental Term Loan Lenders providing
      Incremental Term Loan Commitments in response to a particular request for same
      made by the Borrower) substantially in the form of Exhibit C (appro-pri-ately
      completed and with such modifications as may be reason-ably acceptable to the
      Administrative Agent, with the effectiveness of the Incremental Term Loan
      Commitment(s) provided therein to occur on the date set forth in such
      Incremental Term Loan Commitment Agreement and the payment of any fees required
      in connec-tion there-with; (ii) the Borrower and its Subsidiaries shall deliver
      such amend-ments, modifications and/or supple-ments to the Intercreditor
      Agreement and the Security Documents (if any) as are necessary or, in the
      reasonable opinion of the Administrative Agent, desirable to ensure that the
      additional Obligations to be incurred pursuant to the Incremental Term Loan
      Commitments are secured by, and entitled to the benefits of the Intercreditor
      Agreement and the Security Documents; (iii) the Administrative Agent shall
      receive an acknowl-edgment from the Credit Parties that the Incremental Term
      Loans to be incurred pursuant to such Incremental Term Loan Commitments are
      entitled to the benefits of the Subsidiaries Guaranty, the Intercreditor
      Agreement and the Security Documents; and (iv) the Administrative Agent shall
      have received evidence reasonably satisfactory to it that the additional
      Obligations to be incurred pursuant to the Incremental Term Loan Commitments
      (x)
      are permitted by, and constitute “First-Lien Obligations” under, and as defined
      in, Intercreditor Agreement and shall be entitled to the benefits afforded
      to
      First Lien Obligations pursuant to such documentation and (y) are permitted
      by
      and constitute “Senior Indebtedness” (or such equivalent term) under the
      Permitted Subordinated Debt Documents (if any); and (v) the Borrower shall
      deliver to the Administrative Agent an opinion or opinions, in form and
      substance reasonably satisfactory to the Administra-tive Agent, from counsel
      to
      the Borrower reason-ably satisfactory to the Administrative Agent and dated
      such
      date, covering such matters as the Administrative Agent may reasonably request
      (including, without limitation, the matters described in immediately preceding
      clause (iv)). The Administrative Agent shall promptly notify each Lender as
      to
      the effectiveness of each Incremental Term Loan Commitment Agreement and as
      to
      any increase in the Applicable Margin for Term Loans in connection therewith,
      and shall deliver to each Lender a copy of same, and (i) at such time Schedule
      1.01 shall be deemed modified to reflect the Incremental Term Loan Commitments
      of the respective Incremental Term Loan Lenders and (ii) to the extent requested
      by such Incremental Term Loan Lenders, Term Notes will be issued, at the
      Borrower’s expense, to such Incremental Term Loan Lenders, to be consistent with
      the require-ments of Section 1.05 (with appropriate modi-fications, to the
      extent needed) to reflect the Incremental Term Loans made by such Incremental
      Term Loan Lenders or Lender, as the case may be.

     

    
      
        
        

      

      
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    (c)  The
      Incremental Term Loans made pursuant to each Incremental Term Loan Commitment
      Agreement shall constitute part of, and be added to, the Tranche comprising
      the
      Initial Term Loans and, consequently:

     

    (i)  such
      Incremental Term Loans shall have the same Maturity Date and shall bear interest
      at the same rates (i.e.,
      have
      the same Applicable Margins) applicable to Initial Term Loans; provided
      that if
      the Applicable Margins for such Incremental Term Loans set forth in the
      Incremental Term Loan Commitment Agreement related thereto are higher than
      Applicable Margins applicable to the then outstanding Term Loans, the Applicable
      Margins for the then outstanding Term Loans shall be increased as provided
      in
      the last sentence of the definition of Applicable Margin;

     

    (ii)  the
      Incremental Term Loans shall have the same Scheduled Repayment dates as then
      remain with respect to the Term Loans (with the amount of each Scheduled
      Repayment applicable to such Incremental Term Loans to be the same (on a
      propor-tionate basis) as is theretofore applicable to the Term Loans, thereby
      increasing the amount of each then remaining Scheduled Repayment
      proportionately; and

     

    (iii)  on
      the
      date of the making of such Incremental Term Loans, and notwith-standing anything
      to the contrary set forth in Section 1.09, same shall be added to (and form
      part
      of) each Borrowing of outstanding Term Loans on a pro rata
      basis
      (based on the relative sizes of the various outstanding Borrowings), so that
      each Lender under the Term Loan Tranche will participate proportionately in
      each
      then outstanding Borrowing of Term Loans, and so that the Lenders having
      outstanding Term Loans prior to the incurrence by the Borrower of such
      Incremental Term Loans continue to have the same participation (by amount)
      in
      each Borrowing of Term Loans as they had before the making of such Incremental
      Term Loans.


    
      
        
        

      

      
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    To
      the
      extent the provisions of preceding clause (iii) require that Lenders making
      such
      Incremental Term Loans add same to then outstanding Borrowings of Eurodollar
      Loans, it is acknowledged that the effect thereof may result in such Incremental
      Term Loans having short Interest Periods (i.e.,
      an
      Interest Period that began during an Interest Period then applicable to
      outstanding Eurodollar Loans and which will end on the last day of such Interest
      Period). In connection therewith, the Borrower may agree, in the respective
      Incremental Term Loan Commitment Agreement, to compensate the Incremental Term
      Loan Lenders making such Incremental Term Loans for funding Eurodollar Loans
      during an existing Interest Period on such basis as may be agreed to by the
      Borrower and the respective Incremental Term Loan Lender or Incremental Term
      Loan Lenders.

     

    SECTION
      2.  Letters
      of Credit.

     

    2.01  Letters
      of Credit. 
       (a)
      Subject
      to and upon the terms and conditions set forth herein, the Borrower may request
      that an Issuing Lender issue, at any time and from time to time on and after
      the
      Initial Borrowing Date and prior to the 60th day prior to the Revolving Loan
      Maturity Date, for the account of the Borrower and for the benefit of (x) any
      holder (or any trustee, agent or other similar representative for any such
      holders) of L/C Supportable Obligations, an irrevocable standby letter of
      credit, in a form customarily used by such Issuing Lender or in such other
      form
      as is reasonably acceptable to such Issuing Lender, and (y) sellers of goods
      to
      the Borrower or any of its Subsidiaries, an irrevocable trade letter of credit,
      in a form customarily used by such Issuing Lender or in such other form as
      has
      been approved by such Issuing Lender (each such letter of credit, together
      with
      each Existing Standby Letter of Credit, a “Letter
      of Credit”
and,
      collectively, the “Letters
      of Credit”).
      All
      Letters of Credit shall be denominated in Dollars and shall be issued on a
      sight
      basis only. 

     

    (b)  Schedule
      2.01(b) hereto contains a description of certain letters of credit issued
      pursuant to the Existing First-Lien Credit Agreement and outstanding on the
      Initial Borrowing Date (and setting forth, with respect to each such letter
      of
      credit, (i) the name of the issuing lender, (ii) the letter of credit number,
      (iii) the name(s) of the account party or account parties, (iv) the Stated
      Amount, (v) the name of the beneficiary, (vi) the expiry date and (vii) whether
      such letter of credit constitutes a standby letter of credit or a trade letter
      of credit). Each such letter of credit, including any extension or renewal
      thereof (each, as amended from time to time in accordance with the terms thereof
      and hereof, an “Existing
      Standby Letter of Credit”)
      shall
      constitute a “Letter
      of Credit”
for
      all
      purposes of this Agreement, issued, for purposes of Section 2.04(a), on the
      Initial Borrowing Date. Any Lender hereunder which has issued an Existing
      Standby Letter of Credit shall constitute a “Issuing
      Lender”
for
      all
      purposes of this Agreement.

     

    (c)  Subject
      to and upon the terms and conditions set forth herein, each Issuing Lender
      agrees that it will, at any time and from time to time on and after the Initial
      Borrowing Date and prior to the 60th day prior to the Revolving Loan Maturity
      Date, following its receipt of the respective Letter of Credit Request, issue
      for account of the Borrower, one or more Letters of Credit as are permitted
      to
      remain outstanding hereunder without giving rise to a Default or an Event of
      Default, provided
      that no
      Issuing Lender shall be under any obligation to issue any Letter of Credit
      of
      the types described above if at the time of such issuance:

     

    
      
        
        

      

      
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    (i)  any
      order, judgment or decree of any governmental authority or arbitrator shall
      purport by its terms to enjoin or restrain such Issuing Lender from issuing
      such
      Letter of Credit or any requirement of law applicable to such Issuing Lender
      or
      any request or directive (whether or not having the force of law) from any
      governmental authority with jurisdiction over such Issuing Lender shall
      prohibit, or request that such Issuing Lender refrain from, the issuance of
      letters of credit generally or such Letter of Credit in particular or shall
      impose upon such Issuing Lender with respect to such Letter of Credit any
      restric-tion or reserve or capital requirement (for which such Issuing Lender
      is
      not otherwise compen-sated hereunder) not in effect with respect to such Issuing
      Lender on the date hereof, or any unreimbursed loss, cost or expense which
      was
      not applicable or in effect with respect to such Issuing Lender as of the date
      hereof and which such Issuing Lender reason-ably and in good faith deems
      material to it; or

     

    (ii)  such
      Issuing Lender shall have received from the Borrower, any other Credit Party
      or
      the Required Lenders prior to the issuance of such Letter of Credit notice
      of
      the type described in the second sentence of Section 2.03(b).

     

    2.02  Maximum
      Letter of Credit Outstandings; Final Maturities.  
      Notwithstanding anything to the contrary contained in this Agreement, (i) no
      Letter of Credit shall be issued if the sum of (w) the Stated Amount of such
      Letter of Credit, (x) the Letter of Credit Outstandings (exclusive of
      Unpaid Drawings which are repaid on the date of, and prior to the issuance
      of,
      the respective Letter of Credit) at such time, (y) the aggregate principal
      amount of all Revolving Loans then outstanding and (z) the aggregate principal
      amount of all Swingline Loans then outstanding would exceed the Total Revolving
      Loan Commitment at such time, and (ii) each Letter of Credit shall by its terms
      terminate (x) in the case of standby Letters of Credit, on or before the earlier
      of (A) the date which occurs 12 months after the date of the issuance thereof
      (although any such standby Letter of Credit shall be extendible for successive
      periods of up to 12 months, but, in each case, not beyond the tenth Business
      Day
      prior to the Revolving Loan Maturity Date, on terms acceptable to the respective
      Issuing Lender) and (B) ten Business Days prior to the Revolving Loan Maturity
      Date, and (y) in the case of trade Letters of Credit, on or before the earlier
      of (A) the date which occurs 180 days after the date of issuance thereof and
      (B)
      30 days prior to the Revolving Loan Maturity Date.

     

    2.03  Letter
      of Credit Requests; Minimum Stated Amount.  
      (a)
      Whenever
      the Borrower desires that a Letter of Credit be issued for its account, the
      Borrower shall give the Administrative Agent and the respective Issuing Lender
      at least five Business Days’ (or such shorter period as is acceptable to such
      Issuing Lender) written notice thereof (including by way of facsimile). Each
      notice shall be in the form of Exhibit D, appropriately completed (each a
“Letter
      of Credit Request”).
      

     

    (b)  The
      making of each Letter of Credit Request shall be deemed to be a representation
      and warranty by the Borrower to the Lenders that such Letter of Credit may
      be
      issued in accordance with, and will not violate the requirements of, Section
      2.02. Unless the respective Issuing Lender has received notice from the
      Borrower, any other Credit Party or the Required Lenders before it issues a
      Letter of Credit that one or more of the conditions specified in Section 5
      or 6
      are not then satis-fied, or that the issuance of such Letter of Credit would
      violate Section 2.02, then such Issuing Lender shall, subject to the terms
      and
      conditions of this Agreement, issue the requested Letter of Credit for the
      account of the Borrower in accordance with such Issuing Lender’s usual and
      custom-ary practices. Upon the issuance of or modification or amendment to
      any
      standby Letter of Credit, each Issuing Lender shall promptly notify the Borrower
      and the Administrative Agent in writing of such issuance, modification or
      amendment and such notice shall be accompanied by a copy of such Letter of
      Credit or the respective modification or amendment thereto, as the case may
      be.
      Promptly after receipt of such notice the Administrative Agent shall notify
      the
      Participants, in writing, of such issuance, modification or amendment, and
      if so
      requested by a Participant the Administrative Agent shall furnish such
      Participant with a copy of such issuance, amendment or modification. On the
      first Business Day of each week, each Issuing Lender shall furnish the
      Administrative Agent with a written (including via facsimile) report of the
      daily aggregate outstandings of trade Letters of Credit issued by such Issuing
      Lender for the immediately preceding week. Notwithstand-ing anything to the
      contrary contained in this Agreement, in the event that a Lender Default exists
      with respect to an RL Lender, no Issuing Lender shall be required to issue
      any
      Letter of Credit unless such Issuing Lender has entered into arrangements
      satisfactory to it and the Borrower to eliminate such Issuing Lender’s risk with
      respect to the participation in Letters of Credit by the Defaulting Lender
      or
      Lenders, including by cash collateralizing such Defaulting Lender’s or Lenders’
RL Percentage of the Letter of Credit Outstandings.

     

    
      
        
        

      

      
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    (c)  The
      initial Stated Amount of each Letter of Credit shall not be less than $100,000
      or such lesser amount as is acceptable to the respective Issuing
      Lender.

     

    2.04  Letter
      of Credit Participations.  
      (a)
      Immediately upon the issuance by an Issuing Lender of any Letter of Credit,
      such
      Issuing Lender shall be deemed to have sold and transferred to each RL Lender,
      and each such RL Lender (in its capacity under this Section 2.04, a
“Participant”)
      shall
      be deemed irrevocably and unconditionally to have purchased and received from
      such Issuing Lender, without recourse or warranty, an undivided interest and
      participation, to the extent of such Participant’s RL Percentage, in such Letter
      of Credit, each drawing or payment made thereunder and the obligations of the
      Borrower under this Agreement with respect thereto, and any security therefor
      or
      guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments
      or RL Percentages of the Lenders pursuant to Section 1.13 or 13.04(b), it is
      hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid
      Drawings relating thereto, there shall be an automatic adjustment to the
      participations pursuant to this Section 2.04 to reflect the new RL Percentages
      of the assignor and assignee Lender, as the case may be. 

     

    (b)  In
      determining whether to pay under any Letter of Credit, no Issuing Lender shall
      have any obligation relative to the other Lenders other than to confirm that
      any
      documents required to be delivered under such Letter of Credit appear to have
      been delivered and that they appear to substantially comply on their face with
      the requirements of such Letter of Credit. Any action taken or omitted to be
      taken by an Issuing Lender under or in connection with any Letter of Credit
      issued by it shall not create for such Issuing Lender any resulting liability
      to
      the Borrower, any other Credit Party, any Lender or any other Person unless
      such
      action is taken or omitted to be taken with gross negligence or willful
      misconduct on the part of such Issuing Lender (as determined by a court of
      competent jurisdiction in a final and non-appealable decision).

     

    
      
        
        

      

      
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    (c)  In
      the
      event that an Issuing Lender makes any payment under any Letter of Credit issued
      by it and the Borrower shall not have reimbursed such amount in full to such
      Issuing Lender pursuant to Section 2.05(a), such Issuing Lender shall promptly
      notify the Administrative Agent, which shall promptly notify each Participant
      of
      such failure, and each Participant shall promptly and unconditionally pay to
      such Issuing Lender the amount of such Participant’s RL Percentage of such
      unreimbursed payment in Dollars and in same day funds. If the Administrative
      Agent so notifies, prior to 12:00 Noon (New York time) on any Business Day,
      any Participant required to fund a payment under a Letter of Credit, such
      Participant shall make available to the respective Issuing Lender in Dollars
      such Participant’s RL Percentage of the amount of such payment on such Business
      Day in same day funds. If and to the extent such Participant shall not have
      so
      made its RL Percentage of the amount of such payment available to the respective
      Issuing Lender, such Participant agrees to pay to such Issuing Lender, forthwith
      on demand such amount, together with interest thereon, for each day from such
      date until the date such amount is paid to such Issuing Lender at the overnight
      Federal Funds Rate for the first three days and at the interest rate appli-cable
      to Revolving Loans that are maintained as Base Rate Loans for each day
      thereafter. The failure of any Participant to make available to an Issuing
      Lender its RL Percentage of any pay-ment under any Letter of Credit issued
      by
      such Issuing Lender shall not relieve any other Participant of its obligation
      hereunder to make available to such Issuing Lender its RL Percentage of any
      payment under any Letter of Credit on the date required, as specified above,
      but
      no Participant shall be responsible for the failure of any other Participant
      to
      make available to such Issuing Lender such other Participant’s RL Percentage of
      any such payment.

     

    (d)  Whenever
      an Issuing Lender receives a payment of a reimbursement obligation as to which
      it has received any payments from the respective Participants pursuant to clause
      (c) above, such Issuing Lender shall pay to each such Participant which has
      paid its RL Percentage thereof, in Dollars and in same day funds, an amount
      equal to such Participant’s share (based upon the proportionate aggregate amount
      originally funded by such Participant to the aggregate amount funded by all
      Participants) of the principal amount of such reimbursement obligation and
      interest thereon accruing after the purchase of the respective
      participations.

     

    (e)  Upon
      the
      request of any Participant, each Issuing Lender shall furnish to such
      Participant copies of any standby Letter of Credit issued by it and such other
      documentation as may reasonably be requested by such Participant.

     

    (f)  The
      obligations of the Participants to make payments to each Issuing Lender with
      respect to Letters of Credit shall be irrevocable and not subject to any
      qualifi-ca-tion or exception whatsoever and shall be made in accordance with
      the
      terms and conditions of this Agreement under all circumstances, including,
      without limitation, any of the following circum-stances:

     

    (i)  any
      lack
      of validity or enforceability of this Agreement or any of the other Credit
      Documents;


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (ii)  the
      existence of any claim, setoff, defense or other right which the Borrower or
      any
      of its Subsidiaries may have at any time against a beneficiary named in a Letter
      of Credit, any transferee of any Letter of Credit (or any Person for whom any
      such transferee may be acting), the Administrative Agent, any Participant,
      or
      any other Person, whether in connection with this Agreement, any Letter of
      Credit, the transactions contemplated herein or any unrelated transactions
      (including any underlying transaction between the Borrower or any Subsidiary
      of
      the Borrower and the beneficiary named in any such Letter of
      Credit);

     

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

     

    (iv)  the
      surrender or impairment of any security for the performance or obser-vance
      of
      any of the terms of any of the Credit Documents; or

     

    (v)  the
      occurrence of any Default or Event of Default.

     

    2.05  Agreement
      to Repay Letter of Credit Drawings.  
      (a)
      The
      Borrower agrees to reimburse each Issuing Lender, by making payment to the
      Administrative Agent in immediately available funds at the Payment Office,
      for
      any payment or disbursement made by such Issuing Lender under any Letter of
      Credit issued by it (each such amount, so paid until reimbursed, an
“Unpaid
      Drawing”),
      not
      later than one Business Day follow-ing receipt by the Borrower of notice of
      such
      payment or disbursement (provided that no such notice shall be required to
      be
      given if a Default or an Event of Default under Section 10.05 shall have
      occurred and be continuing, in which case the Unpaid Drawing shall be due and
      payable immediately without presentment, demand, protest or notice of any kind
      (all of which are hereby waived by the Borrower)), with interest on the amount
      so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior
      to 12:00 Noon (New York time) on the date of such payment or disbursement,
      from and including the date paid or disbursed to but excluding the date such
      Issuing Lender was reimbursed by the Borrower therefor at a rate per annum
      equal
      to the Base Rate in effect from time to time plus the Applicable Margin as
      in
      effect from time to time for Revolving Loans that are main-tained as Base Rate
      Loans; provided,
      however,
      to the
      extent such amounts are not reim-bursed prior to 12:00 Noon (New York time)
      on the third Business Day following the receipt by the Borrower of notice of
      such payment or disbursement or following the occurrence of a Default or an
      Event of Default under Section 10.05, interest shall thereafter accrue on the
      amounts so paid or disbursed by such Issuing Lender (and until reimbursed by
      the
      Borrower) at a rate per annum equal to the Base Rate in effect from time to
      time
      plus the Applicable Margin for Revolving Loans that are maintained as Base
      Rate
      Loans as in effect from time to time plus 2%, with such interest to be payable
      on demand. Each Issuing Lender shall give the Borrower prompt written notice
      of
      each Drawing under any Letter of Credit issued by it, provided
      that the
      failure to give any such notice shall in no way affect, impair or diminish
      the
      Borrower’s obligations hereunder.

     

    (b)  The
      obligations of the Borrower under this Section 2.05 to reimburse each Issuing
      Lender with respect to drafts, demands and other presentations for payment
      under
      Letters of Credit issued by it (each a “Drawing”)
      (including, in each case, interest thereon) shall be absolute and unconditional
      under any and all circumstances and irrespective of any setoff, counterclaim
      or
      defense to payment which the Borrower or any Subsidiary of the Borrower may
      have
      or have had against any Lender (including in its capacity as an Issuing Lender
      or as a Participant), including, without limitation, any defense based upon
      the
      failure of any drawing under a Letter of Credit to conform to the terms of
      the
      Letter of Credit or any nonapplication or misapplication by the beneficiary
      of
      the proceeds of such Drawing; provided,
      however,
      that
      the Borrower shall not be obligated to reimburse any Issuing Lender for any
      wrongful payment made by such Issuing Lender under a Letter of Credit issued
      by
      it as a result of acts or omissions constituting willful misconduct or gross
      negligence on the part of such Issuing Lender (as determined by a court of
      competent jurisdiction in a final and non-appealable decision).

     

    
      
        
        

      

      
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    2.06  Increased
      Costs. 
       If at any time after the Effective Date, the introduction of or any change
      in any applicable law, rule, regulation, order, guideline or request or in
      the
      inter-pretation or administration thereof by the NAIC or any governmental
      authority charged with the interpretation or administration thereof, or
      compliance by any Issuing Lender or any Participant with any request or
      directive by the NAIC or by any such governmental authority (whether or not
      having the force of law), shall either (i) impose, modify or make
      applicable any reserve, deposit, capital adequacy or similar requirement against
      letters of credit issued by any Issuing Lender or participated in by any
      Participant, or (ii) impose on any Issuing Lender or any Participant any other
      conditions relating, directly or indirectly, to this Agreement or any Letter
      of
      Credit; and the result of any of the foregoing is to increase the cost to any
      Issuing Lender or any Participant of issuing, maintaining or participating
      in
      any Letter of Credit, or reduce the amount of any sum received or receivable
      by
      any Issuing Lender or any Participant hereunder or reduce the rate of return
      on
      its capital with respect to Letters of Credit (except for changes in the rate
      of
      tax on, or determined by reference to, the net income or profits or capital
      or
      franchise taxes imposed in lieu thereof of such Issuing Lender or such
      Participant or, in the case of an Issuing Lender or Participant that is a
      flow-through entity for tax purposes, a member or a partner of such Issuing
      Lender or Participant, pursuant to the laws of the country or national
      jurisdiction (or any political subdivision thereof) in which it is organized
      or
      in which its principal office or applicable lending office is located), then,
      upon the delivery of the certificate referred to below to the Borrower by any
      Issuing Lender or any Participant (a copy of which certificate shall be sent
      by
      such Issuing Lender or such Participant to the Administrative Agent), the
      Borrower agrees, subject to the provisions of Section 13.17, to pay to such
      Issuing Lender or such Participant such additional amount or amounts as will
      compensate such Issuing Lender or such Participant for such increased cost
      or
      reduction in the amount receivable or reduction on the rate of return on its
      capital, it being agreed that this Section 2.06 shall not apply to Taxes which
      are the subject of Section 4.04(a). Any Issuing Lender or any Participant,
      upon
      determining that any addi-tional amounts will be payable pursuant to this
      Section 2.06, will give prompt written notice thereof to the Borrower, which
      notice shall include a certificate submitted to the Borrower by such Issuing
      Lender or such Participant (a copy of which certificate shall be sent by the
      Issuing Lender or such Participant to the Administrative Agent), setting forth
      in reasonable detail the basis for and the calculation of such additional amount
      or amounts necessary to compensate such Issuing Lender or such Participant.
      The
      certificate required to be delivered pursuant to this Section 2.06 shall, absent
      manifest error, be final and conclusive and binding on the
      Borrower.

     

    
      
        
        

      

      
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    SECTION
      3.  Commitment
      Commission; Fees; Reductions of Commitment.

     

    3.01  Fees. 
       (a)
      The
      Borrower agrees to pay to the Administrative Agent for distribution to each
      RL
      Lender which is a Non-Defaulting Lender a commitment commission (the
“Commitment
      Commission”)
      for
      the period from and including the Effective Date to and including the Revolving
      Loan Maturity Date (or such earlier date on which the Total Revolving Loan
      Commitment has been terminated) computed at a rate per annum equal to
the
      Applicable RL Commitment Percentage of the Unutilized Revolving Loan Commitment
      of such Non-Defaulting RL Lender as in effect from time to time. Accrued
      Commitment Commission shall be due and payable quarterly in arrears on each
      Quarterly Payment Date and on the date upon which the Total Revolving Loan
      Commitment is terminated. 

     

    (b)  The
      Borrower agrees to pay to the Administrative Agent for distribution to each
      Non-Defaulting Lender with an Incremental Term Loan Commitment such up-front
      fees and other amounts, if any, as are specified in the Incremental Term Loan
      Commitment Agreement pursuant to which such Incremental Term Loan Commitment
      has
      been provided, with such up-front fees and other amounts, if any, to be payable
      at the times set forth in such Incremental Term Loan Commitment
      Agreement.

     

    (c)  The
      Borrower agrees to pay to the Administrative Agent for distribution to each
      RL
      Lender (based on each such Lender’s respective RL Percentage) a fee in respect
      of each Letter of Credit (the “Letter
      of Credit Fee”)
      for
      the period from and including the date of issuance of such Letter of Credit
      to
      and including the date of termi-nation or expiration of such Letter of Credit,
      computed at a rate per annum equal to the Applicable Margin as in effect from
      time to time during such period with respect to Revolving Loans that are
      maintained as Eurodollar Loans in respect of the daily Stated Amount of each
      such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable
      quarterly in arrears on each Quarterly Payment Date and on the first day on
      or
      after the termination of the Total Revolving Loan Commitment upon which no
      Letter of Credit remains outstanding. 

     

    (d)  The
      Borrower agrees to pay to each Issuing Lender, for its own account, a facing
      fee
      in respect of each Letter of Credit issued by it (the “Facing
      Fee”)
      for
      the period from and including the date of issuance of such Letter of Credit
      to
      and including the date of termination or expiration of such Letter of Credit,
      computed at a rate per annum equal to 1/8 of 1% on the daily Stated Amount
      of
      such Letter of Credit, provided
      that in
      any event the minimum amount of Facing Fees payable in any twelve-month period
      for each Letter of Credit shall be not less than $500; it being agreed that,
      on
      the day of issuance of any Letter of Credit and on each anniversary thereof
      prior to the termination or expiration of such Letter of Credit, if $500 will
      exceed the amount of Facing Fees that will accrue with respect to such Letter
      of
      Credit for the immediately succeeding twelve-month period, the full $500 shall
      be payable on the date of issuance of such Letter of Credit and on each such
      anniversary thereof. Except as otherwise provided in the proviso to the
      immediately preceding sentence, accrued Facing Fees shall be due and payable
      quarterly in arrears on each Quarterly Payment Date and upon the first day
      on or
      after the termination of the Total Revolving Loan Commitment upon which no
      Letter of Credit remains outstanding.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (e)  The
      Borrower agrees to pay to each Issuing Lender, for its own account, upon each
      payment under, issuance of, or amendment to, any Letter of Credit issued by
      it,
      such amount as shall at the time of such event be the administrative charge
      and
      the reason-able expenses which such Issuing Lender is generally imposing in
      connection with such occur-rence with respect to letters of credit.

     

    (f)  The
      Borrower agrees to pay to the Administrative Agent such fees as may be agreed
      to
      in writing from time to time by the Borrower or any of its Subsidiaries and
      the
      Administrative Agent.

     

    3.02  Voluntary
      Termination of Unutilized Revolving Loan Commitments. 
       (a)
      Upon at
      least three Business Days’ prior notice from an Authorized Representative of the
      Borrower to the Administrative Agent at its Notice Office (which notice the
      Administrative Agent shall promptly transmit to each of the Lenders), the
      Borrower shall have the right, at any time or from time to time, without premium
      or penalty, to terminate the Total Unutilized Revolving Loan Commitment at
      such
      time, in whole or in part, in integral multiples of $5,000,000 in the case
      of
      partial reductions of the Total Unutilized Revolving Loan Commitment. Each
      reduction to the Total Unutilized Revolving Loan Commitment pursuant to this
      Section 3.02 shall apply to proportionately and permanently reduce the Revolving
      Loan Commitment of each RL Lender (based on their respective RL
      Percentages).

     

    (b)  In
      the
      event of a refusal by a Lender to consent to certain proposed changes, waivers,
      discharges or terminations with respect to this Agreement which have been
      approved by the Required Lenders as (and to the extent) provided in Section
      13.12(b), the Borrower may, subject to its compliance with the requirements
      of
      Section 13.12(b), upon five Business Days’ prior written notice to the
      Administrative Agent at the Notice Office (which notice the Administrative
      Agent
      shall promptly transmit to each of the Lenders) terminate all of the Revolving
      Loan Commitment of such Lender, so long as all Loans, together with accrued
      and
      unpaid interest, Fees and all other amounts, owing to such Lender (other than
      any such amounts owing in respect of any Tranche maintained by such Lender
      which
      are not being repaid pursuant to Section 13.12(b)) are repaid concurrently
      with
      the effectiveness of such termination pursuant to Section 4.01(b) (at which
      time
      Schedule 1.01 shall be deemed modi-fied to reflect such changed amounts) and
      such Lender’s RL Percentage of all outstanding Letters of Credit is cash
      collateralized in a manner satisfactory to the Administrative Agent and the
      respective Issuing Lenders (unless the respective Lender is not being repaid
      with respect to its Revolving Loan Commitment pursuant to Section 13.12(b)),
      and
      at such time, unless the respective Lender continues to have outstanding Term
      Loans or Commitments hereunder, such Lender shall no longer constitute a
“Lender” for purposes of this Agreement, except with respect to indemnifications
      under this Agreement (includ-ing, without limitation, Sections 1.10, 1.11,
      2.06,
      4.04, 12.06 and 13.01), which shall survive as to such repaid
      Lender.

     

    3.03  Mandatory
      Reduction of Commitments. 
       (a)
      The
      Total Commitment (and the Commitment of each Lender) shall terminate in its
      entirety on May 31, 2006, unless the Initial Borrowing Date has occurred on
      or
      prior to such date. 

     

    (b)  In
      addition to any other mandatory commitment reductions pursuant to this Section
      3.03, the Total Initial Term Loan Commitment (and the Initial Term Loan
      Commitment of each Lender) shall terminate in its entirety on the Initial
      Borrowing Date (after giving effect to the incurrence of Initial Term Loans
      on
      such date pursuant to Section 1.01).

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (c)  In
      addition to any other mandatory commitment reductions pursuant to this Section
      3.03, the Total Revolving Loan Commitment shall terminate in its entirety upon
      the earlier of (x) the Revolving Loan Maturity Date and (y) unless the Required
      Lenders otherwise agree in writing, the date on which a Change of Control
      occurs.

     

    (d)  In
      addition to any other mandatory commitment reductions pursuant to this Section
      3.03, (i) the Incremental Term Loan Commitment of each Lender provided pursuant
      to a particular Incremental Term Loan Commitment Agreement shall be permanently
      reduced on each Incremental Term Loan Borrowing Date on which Incremental Term
      Loans are incurred pursuant to such Incremental Term Loan Commitment Agreement
      in an amount equal to the aggregate principal amount of Incremental Term Loans
      made by such Lender pursuant to such Incremental Term Loan Commitment Agreement
      on such date, and (ii) the Incremental Term Loan Commitment of each Lender
      provided pursuant to a particular Incremental Term Loan Commitment Agreement
      shall terminate at 5:00 P.M. (New York time) on the earlier of (I) the date
      specified in such Incremental Term Loan Commitment Agreement and (II) the
      Revolving Loan Maturity Date (whether or not any Incremental Term Loans are
      incurred on either such date).

     

    (e)  Each
      reduction to, or termination of, the Total Revolving Loan Commitment shall
      be
      applied to proportionately reduce or terminate, as the case may be, the
      Revolving Loan Commitment of each Lender with a Revolving Loan
      Commitment.

     

    SECTION
      4.  Prepayments;
      Payments; Taxes.

     

    4.01  Voluntary
      Prepayments. 
       (a)
      The
      Borrower shall have the right to prepay Loans, without premium or penalty,
      in
      whole or in part at any time and from time to time on the following terms and
      conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00
      Noon (New York time) at the Notice Office (x) at least one Business Day’s
      prior written notice (or telephonic notice promptly confirmed in writing) of
      its
      intent to prepay Base Rate Loans (or same day notice in the case of a prepayment
      of Swingline Loans) and (y) at least three Business Days’ prior written notice
      (or telephonic notice promptly confirmed in writing) of its intent to prepay
      Eurodollar Loans, which notice (in each case) shall specify whether Term Loans,
      Revolving Loans or Swingline Loans shall be prepaid, the amount of such
      prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar
      Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar
      Loans were made, and which notice the Administrative Agent shall, except in
      the
      case of a prepayment of Swingline Loans, promptly transmit to each of the
      Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section
      4.01(a) shall be in an aggre-gate principal amount of at least $1,000,000 (or
      such lesser amount as is acceptable to the Administrative Agent), (y) each
      partial prepayment of Revolving Loans pursuant to this Section 4.01(a) shall
      be
      in an aggregate principal amount of at least $500,000 (or such lesser amount
      as
      is acceptable to the Administrative Agent) and (z) each partial prepayment
      of
      Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate
      principal amount of at least $100,000 (or such lesser amount as is acceptable
      to
      the Administrative Agent in any given case), provided
      that if
      any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall
      reduce the outstanding principal amount of Eurodollar Loans made pursuant to
      such Borrowing to an amount less than the Minimum Borrowing Amount applicable
      thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar
      Loans (and same shall automatically be converted into a Borrowing of Base Rate
      Loans) and any election of an Interest Period with respect thereto given by
      the
      Borrower shall have no force or effect; (iii) each prepayment pursuant to this
      Section 4.01(a) in respect of any Loans made pursuant to a particular Borrowing
      shall be applied pro rata
      among
      such Loans comprising such Borrowing; and (iv) each voluntary prepayment of
      Term
      Loans pursuant to this Section 4.01(a) shall be applied to reduce the then
      remaining Scheduled Repayments of the Term Loans on a pro rata
      basis
      (based upon the then remaining unpaid principal amounts of such Scheduled
      Repayments after giving effect to all prior reductions thereto).

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    (b)  In
      the
      event of a refusal by a Lender to consent to certain proposed changes, waivers,
      discharges or terminations with respect to this Agreement which have been
      approved by the Required Lenders as (and to the extent) provided in Section
      13.12(b), the Borrower may, upon five Business Days’ prior written notice to the
      Administrative Agent at the Notice Office (which notice the Administrative
      Agent
      shall promptly transmit to each of the Lenders) repay all Loans, together with
      accrued and unpaid interest, Fees, and other amounts owing to such Lender (or
      owing to such Lender in respect of the Tranche being repaid in the event such
      Lender is being repaid with respect to a single Tranche only in accordance
      with,
      and subject to the requirements of, said Sec-tion 13.12(b) so long as (I)
      all Commitments of such Lender (other than Commitments relating to any Tranche
      with respect to which such Lender is not being replaced or terminated) are
      terminated con-currently with such repayment pursuant to Section 3.02(b) (at
      which time Schedule 1.01 shall be deemed modified to reflect the changed
      Commitments), (II) unless such Lender is an RL Lender that is not being repaid
      or replaced with respect to its Revolving Loan Commitment, such Lender’s RL
      Percentage of all outstanding Letters of Credit is cash collateralized in a
      manner satisfactory to the Administrative Agent and the respective Issuing
      Lenders and (III) the consents, if any, required under Sec-tion 13.12(b) in
      connection with the repayment pursuant to this clause (b) have been obtained.
      Each prepayment of any Term Loans pursuant to this Section 4.01(b) shall be
      applied to reduce the then remaining Scheduled Repayments of the Term Loans
      on a
pro rata
      basis
      (based upon the then remaining unpaid principal amounts of such Scheduled
      Repayments after giving effect to all prior reductions thereto). 

     

    4.02  Mandatory
      Repayments. 
       (a)
      On any
      day on which the sum of (I) the aggregate outstanding principal amount of all
      Revolving Loans (after giving effect to all other repayments thereof on such
      date), (II) the aggregate outstanding principal amount of all Swingline Loans
      (after giving effect to all other repayments thereof on such date) and (III)
      the
      aggregate amount of all Letter of Credit Outstandings exceeds the Total
      Revolving Loan Commitment at such time, the Borrower shall prepay on such day
      the principal of Swingline Loans and, after all Swingline Loans have been repaid
      in full or if no Swingline Loans are outstanding, Revolving Loans in an amount
      equal to such excess. If, after giving effect to the prepayment of all
      outstanding Swingline Loans and Revolving Loans, the aggregate amount of the
      Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at
      such time, the Borrower shall pay to the Administrative Agent at the Payment
      Office on such day an amount of cash and/or Cash Equivalents equal to the amount
      of such excess (up to a maximum amount equal to the Letter of Credit
      Outstandings at such time), such cash and/or Cash Equivalents to be held as
      security for all obligations of the Borrower to the Issuing Lenders and the
      Lenders hereunder in a cash collateral account to be established by the
      Administrative Agent until such time as all proceeds are applied to such
      obliga-tions, provided that if any Letter of Credit so collateralized expires
      undrawn or is otherwise terminated undrawn or all drawings thereunder are paid,
      an amount shall be returned to the Borrower such that, after giving effect
      to
      the return of such amount, the Total Revolving Loan Commitment then in effect
      exceeds or equals the aggregate amount of Letter of Credit
      Outstandings.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    (b)  In
      addition to any other mandatory repayments pursuant to this Section 4.02, on
      each date set forth below (each, a “Scheduled
      Repayment Date”),
      the
      Borrower shall be required to repay that principal amount of Term Loans, to
      the
      extent then outstanding, as is set forth opposite each such date below (each
      such repayment, as the same may be reduced as provided in Section 4.01(a),
      4.01(b) or 4.02(h), a “Scheduled
      Repayment”):

     

    
      	
              Scheduled
                Repayment Date

            	 	
              Amount

            
	 	 	 
	
              September
                30, 2006

            	 	
              $187,500

            
	
              December
                31, 2006

            	 	
              $187,500

            
	
              March
                31, 2007

            	 	
              $187,500

            
	
              June
                30, 2007

            	 	
              $187,500

            
	
               

            	 	
               

            
	
              September
                30, 2007

            	 	
              $187,500

            
	
              December
                31, 2007

            	 	
              $187,500

            
	
              March
                31, 2008

            	 	
              $187,500

            
	
              June
                30, 2008

            	 	
              $187,500

            
	
               

            	 	
               

            
	
              September
                30, 2008

            	 	
              $187,500

            
	
              December
                31, 2008

            	 	
              $187,500

            
	
              March
                31, 2009

            	 	
              $187,500

            
	
              June
                30, 2009

            	 	
              $187,500

            
	 	 	
               

            
	
              September
                30, 2009

            	 	
              $187,500

            
	
              December
                31, 2009

            	 	
              $187,500

            
	
              March
                31, 2010

            	 	
              $187,500

            
	
              June
                30, 2010

            	 	
              $187,500

            
	
               

            	 	
               

            
	
              September
                30, 2010

            	 	
              $187,500

            
	
              December
                31, 2010

            	 	
              $187,500

            
	
              March
                31, 2011

            	 	
              $187,500

            
	
              June
                30, 2011

            	 	
              $187,500

            
	
               

            	 	 
	
              September
                30, 2011

            	 	
              $187,500

            
	
              December
                31, 2011

            	 	
              $187,500

            
	
              March
                31, 2012

            	 	
              $187,500

            
	
              June
                30, 2012

            	 	
              $187,500

            
	
               

            	 	
               

            
	
              September
                30, 2012

            	 	
              $187,500

            
	
              December
                31, 2012

            	 	
              $187,500

            
	
              March
                31, 2013

            	 	
              $187,500

            
	
               

            	 	
               

            
	
              Term
                Loan Maturity Date

            	 	
              $69,937,500
                

            


    

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    


    In
      the
      event that the Borrower incurs any Incremental Term Loans pursuant to Section
      1.01(e), the amount of each remaining Scheduled Repayment shall be
      proportionally increased (with the aggregate increases to the then remaining
      Scheduled Repayments to equal the aggregate principal amount of such new
      Incremental Term Loans then being incurred) in accordance with the requirements
      of Section 1.14(c)

     

    (c)  In
      addition to any other mandatory repayments pursuant to this Section 4.02, on
      each date on or after the Initial Borrowing Date upon which the Borrower or
      any
      of its Subsidiaries receives any cash proceeds from any issuance or incurrence
      by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money
      (other than Indebtedness for borrowed money permitted to be incurred pursuant
      to
      Section 9.04 as in effect on the Effective Date), an amount equal to 100% of
      the
      Net Debt Proceeds of the respective incurrence of Indebtedness shall be applied
      on such date as a mandatory repayment in accor-dance with the requirements
      of
      Sections 4.02(g) and (h).

     

    (d)  In
      addition to any other mandatory repayments pursuant to this Section 4.02, on
      each date on or after the Initial Borrowing Date upon which the Borrower or
      any
      of its Subsidiaries receives any cash proceeds from any Asset Sale, the Borrower
      shall make a mandatory repayment in accordance with the requirements of Sections
      4.02(g) and (h) in an amount equal to the Net Sale Proceeds therefrom;
provided,
      however,
      that
      with respect to Net Sale Proceeds from Specified Asset Sales and Net Sale
      Proceeds of no more than $25,000,000 in the aggregate from Asset Sales other
      than Specified Asset Sales, such Net Sale Proceeds shall not be required to
      be
      so applied on such date so long as no Default and no Event of Default then
      exists and such Net Sale Proceeds shall be used to purchase assets (other than
      working capital) used or to be used in the businesses permitted pursuant to
      Section 9.13 within 365 days following the date of such Asset Sale, and
provided further,
      that if
      all or any portion of such Net Sale Proceeds not required to be so applied
      as
      provided above in this Sec-tion 4.02(d) are not so reinvested within such
      365-day period (or such earlier date, if any, as the Borrower or the relevant
      Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset
      Sale
      as set forth above), such remaining portion shall be applied on the last day
      of
      such period (or such earlier date, as the case may be) as provided above in
      this
      Section 4.02(d) without regard to the preceding proviso.

     

    (e)  In
      addition to any other mandatory repayments pursuant to this Section 4.02, on
      each Excess Cash Payment Date, an amount equal to the Applicable ECF Percentage
      of the Excess Cash Flow for the related Excess Cash Payment Period shall be
      applied as a mandatory repayment in accordance with the requirements of Sections
      4.02(g) and (h).

     

    (f)  In
      addition to any other mandatory repayments pursuant to this Section 4.02, within
      10 days following each date on or after the Initial Borrowing Date upon which
      the Borrower or any of its Subsidiaries receives any cash proceeds from any
      Recovery Event (other than Recovery Events where the Net Insurance Proceeds
      therefrom do not exceed $50,000), 100% of the Net Insurance Proceeds from such
      Recovery Event shall be applied within such ten day period as a mandatory
      repayment in accordance with the require-ments of Sections 4.02(g) and (h);
      provided,
      however,
      that so
      long as no Default or Event of Default then exists, such Net Insurance Proceeds
      shall not be required to be so applied within such ten day period to the extent
      that the Borrower has delivered a certificate to the Administrative Agent within
      such ten day period stating that such Net Insurance Proceeds shall be used
      to
      replace or restore properties or assets in respect of which such Net Insurance
      Proceeds were paid within 365 days following the date of the receipt of such
      Net
      Insurance Proceeds (which certificate shall set forth the estimates of the
      Net
      Insurance Proceeds to be so expended), provided further,
      that if
      all or any portion of such Net Insurance Proceeds not required to be so applied
      pursuant to the preceding proviso are not so used within 365 days after the
      date
      of the receipt of such Net Insurance Proceeds (or such earlier date, if any,
      as
      the Borrower or the relevant Subsidiary deter-mines not to reinvest the Net
      Insurance Proceeds relat-ing to such Recovery Event as set forth above), an
      amount equal to such remaining portion shall be applied on the last day of
      such
      period (or such earlier date, as the case may be) as provided above in this
      Section 4.02(f) without regard to the preceding proviso.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    (g)  Each
      amount required to be applied pursuant to Sections 4.02(c), (d), (e) and (f)
      shall be applied to reduce the then remaining Scheduled Repayments on a
pro rata
      basis
      (based upon the then remaining unpaid principal amounts of such Scheduled
      Repayments after giving effect to all prior reductions thereto).

     

    (h)  With
      respect to each repayment of Loans required by this Section 4.02, the Borrower
      may designate the Types of Term Loans which are to be repaid and, in the case
      of
      Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such
      Eurodollar Loans were made, provided
      that:
      (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be
      made on the last day of an Interest Period applicable thereto unless all
      Eurodollar Loans with Interest Periods ending on such date of required repayment
      and all Term Loans maintained as Base Rate Loans have been paid in full; (ii)
      if
      any repayment of Eurodollar Loans made pursuant to a single Borrowing shall
      reduce the out-stand-ing Eurodollar Loans made pursuant to such Borrowing to
      an
      amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing
      shall be automatically con-verted into a Borrowing of Base Rate Loans; and
      (iii)
      each repayment of any Loans made pursu-ant to a Borrowing shall be applied
      pro rata
      among
      such Loans. In the absence of a designation by the Borrower as described in
      the
      preceding sentence, the Administrative Agent shall, subject to the above, make
      such designation in its sole discretion.

     

    (i)  In
      addition to any other mandatory repayments pursuant to this Section 4.02, (i)
      all then outstanding Loans of the respective Tranche shall be repaid in full
      on
      the respective Maturity Date for such Tranche of Loans and (ii) unless the
      Required Lenders otherwise agree in writing, all then outstanding Loans shall
      be
      repaid in full on the date on which a Change of Control occurs.

     

    4.03  Method
      and Place of Payment. 
       Except as otherwise specifically provided herein, all payments under this
      Agreement and under any Note shall be made to the Administrative Agent for
      the
      account of the Lender or Lenders entitled thereto not later than 12:00 Noon
      (New York time) on the date when due and shall be made in Dollars in
      immediately available funds at the Payment Office. Whenever any payment to
      be
      made hereunder or under any Note shall be stated to be due on a day which is
      not
      a Business Day, the due date thereof shall be extended to the next succeeding
      Business Day and, with respect to payments of principal, interest shall be
      payable at the applicable rate during such extension.


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    4.04  Net
      Payments. 
       (a)
      All
      payments made by the Borrower hereunder and under any Note will be made without
      setoff, counterclaim or other defense. Except as provided in Section 4.04(b),
      all such payments will be made free and clear of, and without deduction or
      with-hold-ing for, any present or future taxes, levies, imposts, duties, fees,
      assessments or other charges of whatever nature now or hereafter imposed by
      any
      jurisdiction or by any political sub-division or taxing authority thereof or
      therein with respect to such payments (but excluding, except as provided in
      the
      second succeeding sentence, any tax imposed on or measured by the net income,
      net profits or capital or franchise taxes imposed in lieu thereof of a Lender
      or, in the case of a Lender or Administrative Agent that is a flow-through
      entity for tax purposes, a member or a partner of such Lender or Administrative
      Agent, pursuant to the laws of the country or national jurisdiction (or any
      political subdivision thereof) in which it is organized or the country or
      national jurisdiction (or any political subdivision thereof) in which the
      principal office or applicable lending office of such Lender is located) and
      all
      interest, penalties or similar liabilities with respect to such non-excluded
      taxes, levies, imposts, duties, fees, assessments or other charges (all such
      non-excluded taxes, levies, imposts, duties, fees, assessments or other charges
      being referred to collec-tively as “Taxes”).
      If
      any Taxes are so levied or imposed on payments made by the Borrower hereunder
      and under any Note, the Borrower agrees to pay the full amount of such Taxes
      to
      the appropriate taxing authority, and shall pay to the applicable Lender or,
      in
      the case of a Lender or Administrative Agent that is a flow-through entity
      for
      tax purposes, a member or a partner of such Lender or Administrative Agent,
      such
      additional amounts as may be necessary so that every payment of all amounts
      due
      under this Agreement or under any Note, after withholding or deduction for
      or on
      account of any Taxes, will not be less than the amount provided for herein
      or in
      such Note. If any amounts are payable in respect of Taxes pursuant to the
      preceding sentence, the Borrower agrees to reimburse each Lender, upon the
      written request of such Lender, for taxes imposed on or measured by the net
      income or net profits of such Lender pursuant to the laws of the jurisdiction
      in
      which such Lender is organized or in which the principal office or applicable
      lending office of such Lender is located or under the laws of any political
      subdivision or taxing authority of any such jurisdiction in which such Lender
      is
      organized or in which the principal office or applicable lending office of
      such
      Lender is located and for any withholding of taxes as such Lender shall
      determine are payable by, or withheld from, such Lender, in respect of such
      amounts so paid to or on behalf of such Lender pursuant to the pre-ceding
      sentence and in respect of any amounts paid to or on behalf of such Lender
      pursuant to this sentence. The Borrower will furnish to the Administrative
      Agent
      within 45 days after the date the payment of any Taxes is due pursuant to
      applicable law certified copies of tax receipts or other evidence reasonably
      satisfactory to the Administrative Agent evidencing such payment by such
      Borrower. The Borrower agrees to indemnify and hold harmless each Lender or,
      in
      the case of a Lender or Administrative Agent that is a flow-through entity
      for
      tax purposes, a member or a partner of such Lender or Administrative Agent,
      and
      reimburse such Lender or, in the case of a Lender or Administrative Agent that
      is a flow-through entity for tax purposes, a member or a partner of such Lender
      or Administrative Agent, upon its written request, for the amount of any Taxes
      so levied or imposed and paid by such Lender or, in the case of a Lender or
      Administrative Agent that is a flow-through entity for tax purposes, a member
      or
      a partner of such Lender or Administrative Agent.


    
      
        
        

      

      
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    (b)  Each
      Lender that is not a United States person (as such term is defined in Section
      7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver
      to the Borrower and the Administrative Agent on or prior to the Effective Date
      or, in the case of a Lender that is an assignee or transferee of an interest
      under this Agreement pursuant to Section 1.13 or 13.04(b) (unless the respective
      Lender was already a Lender hereunder immediately prior to such assignment
      or
      transfer), on the date of such assignment or transfer to such Lender, (i) two
      accurate and complete original signed copies of Internal Revenue Service Form
      W-8ECI or Form W-8BEN (with respect to a complete exemption under an income
      tax
      treaty) (or successor forms) certifying to such Lender’s entitlement as of such
      date to a complete exemption from United States withholding tax with respect
      to
      payments to be made under this Agreement and under any Note, or (ii) if the
      Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code
      and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN
      (with respect to a complete exemption under an income tax treaty) (or any
      successor forms) pursuant to clause (i) above, (x) a certificate
      substantially in the form of Exhibit E (any such certificate, a “Section
      4.04(b)(ii) Certificate”)
      and
      (y) two accurate and complete original signed copies of Internal Revenue
      Service Form W-8BEN (with respect to the portfolio interest exemption) (or
      successor form) certifying to such Lender’s entitlement as of such date to a
      complete exemption from United States withholding tax with respect to payments
      of interest to be made under this Agreement and under any Note, or (iii) if
      a
      Lender or the Administrative Agent is a foreign intermediary or flow-through
      entity for U.S. federal income tax purposes, two accurate and complete signed
      copies of Internal Revenue Service Form W-8IMY (and all necessary attachments)
      establishing a complete exemption from United States withholding tax with
      respect to payments made to the Administrative Agent or the applicable Lender
      as
      the case may be under this Agreement and under any Note. In addition, each
      Lender and the Administrative Agent agree that from time to time after the
      Effective Date, when a lapse in time or change in circumstances or law renders
      the previous certification obsolete, invalid or inaccurate in any material
      respect, it will deliver to the Borrower and the Administrative Agent two new
      accurate and complete original signed copies of Internal Revenue Service Form
      W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty),
      Form W-8BEN (with respect to the portfolio interest exemption) and a Section
      4.04(b)(ii) Certificate, or Form W-8IMY (with respect to foreign intermediary
      or
      flow through entity), as the case may be, and such other forms and necessary
      attachments as may be required in order to confirm or estab-lish the entitlement
      of such Lender to a continued exemption from or reduction in United States
      withholding tax with respect to payments under this Agreement and any Note,
      or
      such Lender shall immediately notify the Borrower and the Administrative Agent
      of its inability to deliver any such Form or Certificate, in which case such
      Lender shall not be required to deliver any such Form or Certificate pursuant
      to
      this Section 4.04(b). The Administrative Agent and each Lender that is a United
      States person (as such term is defined in Section 7701(a)(30) of the Code)
      for
      U.S. federal income tax purposes (other than a Lender or Administrative Agent
      that may be treated as an exempt recipient based on the indicators described
      in
      U.S. Treasury Regulation Section 1.6049-4(c)(1)(ii) except to the extent
      required by Treasury Regulation Section 1.1441-1(d)(4) (and any successor
      provision)) agrees to deliver to the Borrower and the Administrative Agent
      on or
      prior to the Effective Date or, in the case of such a Lender that is an assignee
      or transferee of an interest under this Agreement pursuant to Section 1.13
      or
      13.04(b) (unless the respective Lender was already a Lender hereunder
      immediately prior to such assignment or transfer), on the date of such
      assignment or transfer to such Lender and at the other times described above
      with respect to Lenders that are not United States persons, two accurate and
      complete original signed copies of U.S. Internal Revenue Service Form W-9 (or
      successor forms) certifying to such Lender’s and/or Administrative Agent’s
      entitlement as of such date to a complete exemption from United States backup
      withholding tax with respect to payments to be made under this Agreement and
      under any other Credit Document. Notwithstanding anything to the con-trary
      contained in Section 4.04(a), but subject to Section 13.04(b) and the
      immediately suc-ceeding sentence, (x) the Borrower shall be entitled, to
      the extent it is required to do so by law, to deduct or withhold income or
      similar taxes imposed by the United States (or any political sub-division or
      taxing authority thereof or therein) from interest, Fees or other amounts
      payable here-under to the extent that such Lender has not provided to the
      Borrower U.S. Internal Revenue Service Forms that establish a com-plete
      exemption from such deduction or withholding and (y) the Borrower shall not
      be obli-gated pursuant to Section 4.04(a) to gross-up payments to be made to
      a
      Lender in respect of withholdings, income or similar taxes imposed by the United
      States if (I) such Lender has not provided to the Borrower the Internal Revenue
      Service Forms required to be provided to the Borrower pursuant to this Section
      4.04(b) or (II) in the case of a payment, other than interest, to a Lender
      described in clause (ii) above, to the extent that such forms provided by such
      Lender do not establish a complete exemption from with-holding of such taxes.
      Notwithstanding anything to the contrary contained in the preceding sentence
      or
      elsewhere in this Section 4.04 and except as set forth in Section 13.04(b),
      the
      Borrower agrees to pay any additional amounts and to indemnify each Lender
      in
      the manner set forth in Section 4.04(a) (without regard to the identity of
      the
      jurisdiction requiring the deduction or withholding) in respect of any amounts
      deducted or withheld by it as described in the immediately preceding sentence
      as
      a result of any changes that are effective after the Effective Date in any
      applicable law, treaty, governmental rule, regulation, guideline or order,
      or in
      the inter-pretation thereof, relating to the deducting or withholding of such
      Taxes.

     

    
      
        
        

      

      
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    (c)  If
      the
      Administrative Agent has not provided to the Borrower the U.S. Internal Revenue
      Service Forms required to be provided to the Borrower pursuant to
      Section 4.04(b) hereof, the Administrative Agent shall deliver such U.S.
      Internal Revenue Service Forms within 30 days following written notice from
      the
      Borrower to the Administrative Agent requesting the same; provided,
      however,
      that if
      the Administrative Agent does not deliver such U.S. Internal Revenue Service
      Forms within such 30-day period, the Administrative Agent shall, upon the
      subsequent written request of the Borrower, designate an affiliate or another
      Lender that is a “United States person” (as such term is defined in Section
      7701(a)(30) of the Code) to serve as the Administrative Agent, subject to such
      designation not having an adverse effect on the Administrative Agent and subject
      to the internal policy considerations of the Administrative Agent, each to
      be
      determined in the sole discretion of the Administrative Agent; provided further,
      however,
      that if
      the Administrative Agent is unwilling or unable (within its sole discretion)
      to
      make such appointment, the Borrower shall have the right to cause the
      Administrative Agent to resign in accordance with Section 12.09 hereof.


     

    (d)  If
      the
      Borrower pays any additional amount under this Section 4.04 to a Lender and
      such
      Lender determines in its sole discretion that it has actu-ally received or
      realized in connection therewith any refund or any reduction of, or credit
      against, its Tax liabilities in or with respect to the taxable year in which
      the
      additional amount is paid (a “Tax
      Benefit”),
      such
      Lender shall pay to the Borrower an amount that the Lender shall, in its sole
      discretion, determine is equal to the net benefit, after tax, which was obtained
      by the Lender in such year as a consequence of such Tax Benefit; provided,
      however,
      that
      (i) any Lender may determine, in its sole discretion consistent with the
      policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that
      are
      imposed on a Lender as a result of a disallowance or reduction (including
      through the expiration of any tax credit carryover or carryback of such Lender
      that otherwise would not have expired) of any Tax Benefit with respect to which
      such Lender has made a payment to the Borrower pursuant to this Section 4.04(d)
      shall be treated as a Tax for which the Borrower is obligated to indemnify
      such
      Lender pursuant to this Section 4.04 without any exclusions or defenses; (iii)
      subject to Section 13.16, nothing in this Section 4.04(d) shall require the
      Lender to disclose any confidential information to the Borrower (including,
      without limitation, its tax returns); and (iv) no Lender shall be required
      to
      pay any amounts pursuant to this Section 4.04(d) at any time which a Default
      or
      Event of Default exists.

     

    
      
        
        

      

      
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    SECTION
      5.  Conditions
      Precedent to Credit Events on the Initial Borrowing Date. 
      The
      obligation of each Lender to make Loans, and the obligation of each Issuing
      Lender to issue Letters of Credit, on the Initial Borrowing Date, are subject
      at
      the time of the making of such Loans or the issuance of such Letters of Credit
      to the satisfaction of the following conditions:

     

    (a)  Effective
      Date; Notes.
      On or
      prior to the Initial Borrowing Date, (i) the Effective Date shall have occurred
      and (ii) there shall have been delivered to the Administrative Agent for the
      account of each of the Lenders that has requested same the appropriate Term
      Note
      or Revolving Note executed by the Borrower and, if requested by the Swingline
      Lender, the Swingline Note executed by the Borrower, in each case in the amount,
      maturity and as otherwise provided herein.

     

    (b)  Officer’s
      Certificate.
      On the
      Initial Borrowing Date, the Administrative Agent shall have received from the
      Borrower a certificate, dated such date and signed on behalf of the Borrower
      by
      an Authorized Representative of the Borrower, certifying on behalf of the
      Borrower that all of the conditions in each of Sections 5.01(e), (f), (g),
      (h),
      (j) and (p) and 6, have been satisfied on such date.

     

    (c)  Opinions
      of Counsel.
      On the
      Initial Borrowing Date, the Administrative Agent shall have received from (i)
      Andrews Kurth LLP, counsel to the Credit Parties, an opinion addressed to each
      Agent and the Lenders and dated the Initial Borrowing Date substantially in
      the
      form of Exhibit F-1, (ii) Benjamin R. Preston, general counsel to the Credit
      Parties, an opinion addressed to each Agent and the Lenders and dated the
      Initial Borrowing Date substantially in the form of Exhibit F-2 and (iii) from
      local counsel to the Credit Parties reasonably satisfactory to the
      Administrative Agent practicing in those jurisdictions in which Credit Parties
      are organized (if organized other than under the laws of Delaware or New York),
      which opinions shall be addressed to the Administrative Agent and each of the
      Lenders and dated the Initial Borrowing Date and shall cover the perfection
      of
      the security interests and/or liens granted pursuant to the relevant Security
      Documents, matters relating to the organization, good standing and due
      authorization, execution and delivery of the various Credit Documents and such
      other opinions as the Administrative Agent may reasonably request and shall
      be
      in form and substance reasonably satisfactory to the Administrative
      Agent.

     

    
      
        
        

      

      
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    (d)  Existing
      Second-Lien Note Consent.
      On or
      prior to the Initial Borrowing Date, (i) the Borrower shall have delivered
      to
      the Administrative Agent evidence satisfactory to it that the holders of at
      least a majority of the aggregate principal amount of the outstanding Existing
      Second-Lien Notes shall have delivered such consents as are required under
      the
      Existing Second-Lien Note Indenture and the other Existing Second-Lien Note
      Documents in order to permit the consummation of the Transaction (the
“Required
      Consents”),
      which
      Required Consents shall be in form and substance satisfactory to the
      Administrative Agent and the Required Lenders, and (ii) subject to any
      amendments contemplated by the Required Consents, the Existing Second-Lien
      Note
      Indenture and the other Existing Second-Lien Note Documents shall be in full
      force and effect in all respects. 

     

    (e)  Adverse
      Change.
      On the
      Initial Borrowing Date, there shall not have occurred (and neither the
      Administrative Agent nor the Required Lenders shall have become aware of any
      facts or conditions not previously known) which the Administrative Agent or
      the
      Required Lenders shall determine has had or could reasonably be expected to
      have
      a Material Adverse Effect.

     

    (f)  Litigation.
      On the
      Initial Borrowing Date, no litigation by any entity (private or governmental)
      shall be pending or, to the knowledge of the Borrower, threat-ened (i) with
      respect to the Transaction or any documentation executed in connection therewith
      (including any Credit Document) or the transactions contemplated thereby or
      (ii)
      which has had, or could reasonably be expected to have, a Material Adverse
      Effect.

     

    (g)  Governmental
      Approvals; etc.
      On or
      prior to the Initial Borrowing Date, (A) all necessary governmental (domestic
      and foreign) and third party approvals in connection with the Credit Documents
      and otherwise referred to herein or therein shall have been obtained and remain
      in full force and effect and evidence thereof shall have been provided to the
      Administrative Agent, and (B) all necessary material governmental (domestic
      and
      foreign) and third party approvals in con-nection with any Existing Indebtedness
      which is to remain outstanding after the Initial Borrowing Date and the
      consum-mation of the Transaction shall have been obtained and remain in full
      force and effect and evidence thereof shall have been provided to the
      Administrative Agent. Additionally, there shall not exist any judgment, order,
      injunction or other restraint issued or filed by any governmental authority
      or a
      hearing seeking injunctive relief or other restraint pend-ing or notified
      prohibiting or imposing materially adverse conditions upon, or materi-ally
      delaying, or making economically unfeasible, the consum-ma-tion of the
      Transaction or the making of the Loans, the issuance of Letters of Credit or
      the
      transactions contemplated by this Agreement.

     

    (h)  Fees,
      etc.
      On the
      Initial Borrowing Date, the Borrower shall have paid to the Agents and the
      Lenders all costs, fees and expenses (including, without limitation, legal
      fees
      and expenses of the Agents and their affiliates incurred prior to the Initial
      Borrowing Date) payable to the Agents and the Lenders or otherwise payable
      in
      respect of the Transaction to the extent then due.

     

    (i)  Corporate
      Documents; Proceedings; etc. (i)
      On the
      Initial Borrowing Date, the Administrative Agent shall have received a
      certificate, dated the Initial Borrowing Date, signed by a secretary or
      assistant secretary of each Credit Party and attested to by an authorized
      officer of such Credit Party, substantially in the form of Exhibit G with
      appropriate insertions, together with copies of the certificate of
      incorporation, by-laws or equivalent organizational docu-ments of such Credit
      Party and the resolutions of such Credit Party authorizing the transactions
      referred to herein and occurring on or prior to the Initial Borrowing
      Date.

     

    
      
        
        

      

      
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    (ii)  All
      corporate, partnership, limited liability company and legal proceedings and
      all
      instruments and agree-ments in connection with the transactions contemplated
      by
      this Agreement and the other Documents shall be in form and substance reasonably
      satisfactory to the Administrative Agent, and the Administrative Agent shall
      have received all information and copies of all docu-ments and papers, including
      records of corporate proceedings, governmental approvals, good stand-ing
      certificates and a bring down telegram or facsimile with respect to the
      Borrower, which the Administrative Agent reasonably may have requested in
      connection therewith, such documents and papers where appro-priate to be
      certified by proper corporate or governmental authorities.

     

    (j)  Consummation
      of the Refinancing.
      (i)
      On the
      Initial Borrowing Date, concurrently with the incurrence of Loans and the use
      of
      proceeds thereof for such purpose, all Indebtedness of the Borrower and its
      Subsidiaries under the Existing Credit Agreements shall have been repaid in
      full, together with all fees, premiums and other amounts owing pursuant thereto,
      all commitments under the Existing Credit Agreements shall have been terminated
      and all letters of credit issued pursuant to the Existing Credit Agreements
      shall have been terminated (or either incorporated as Letters of Credit
      hereunder or fully supported with Letters of Credit issued hereunder).


     

    (ii)  On
      the
      Initial Borrowing Date, concurrently with the incurrence of Loans and the use
      of
      proceeds thereof for such purpose, all security interests in respect of, and
      Liens securing, the Indebtedness under the Existing Credit Agreements created
      pursuant to the security documentation relating thereto shall have been
      terminated and released, and the Administrative Agent shall have received all
      such releases as may have been requested by the Administrative Agent, which
      releases shall be in form and substance satisfactory to the Administrative
      Agent. Without limiting the foregoing, there shall have been delivered to the
      Administrative Agent (x) proper termination statements (Form UCC-3 or the
      appropriate equivalent) for filing under the UCC or equivalent statute or
      regulation of each jurisdiction where a financing statement or application
      for
      registration (Form UCC-1 or the appropriate equivalent) was filed with respect
      to the Borrower or any of its Subsidiaries in connection with the security
      interests created with respect to the Existing Credit Agreements, (y)
      terminations or reassignments of any security interest in, or Lien on, any
      patents, trademarks, copyrights, or similar interests of the Borrower or any
      of
      its Subsidiaries on which filings have been made and (z) terminations of all
      mortgages, leasehold mortgages, hypothecs and deeds of trust created with
      respect to property of the Borrower or any of its Subsidiaries, in each case,
      to
      secure the obligations under the Existing Credit Agreements, all of which shall
      be in form and substance reasonably satisfactory to the Administrative
      Agent.

     

    (iii)  On
      the
      Initial Borrowing Date and after giving effect to the consummation of the
      Transaction, the Borrower and its Subsidiaries shall have no outstanding
      preferred equity or Indebtedness, except for (x) Indebtedness pursuant to (or
      in
      respect of) the Credit Documents, (y) Indebtedness pursuant to (or in respect
      of) the Second-Lien Note Documents, and (z) such other outstanding
      Indebtedness of the Borrower and its Subsidiaries permitted pursuant to Section
      9.04. On and as of the Initial Borrowing Date, all Indebtedness to remain
      outstanding as described in the immediately preced-ing sentence shall remain
      outstanding after giving effect to the Transaction and the other transactions
      contemplated hereby without any breach, required repayment, required offer
      to
      purchase, default, event of default or termination rights existing thereunder
      or
      aris-ing as a result of the Transaction and the other transactions contemplated
      hereby and there shall not be any amendments or modifications to either the
      Second-Lien Note Documents or the documents governing any Existing Indebtedness
      that are adverse to the interests of the Lenders (other than as requested or
      approved by the Administrative Agent). On and as of the Initial Borrowing Date,
      the Administrative Agent shall be satisfied with the amount of and the terms
      and
      conditions of all Indebtedness described above in this Section 5(j).


     

    
      
        
        

      

      
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    (k)  Subsidiaries
      Guaranties.
      On the
      Initial Borrowing Date, each Subsidiary Guarantor shall have duly authorized,
      executed and delivered the Subsidiaries Guaranty substantially in the form
      of
      Exhibit H (as amended, modified, restated and/or supplemented from time to
      time,
      the “Subsidiaries
      Guaranty”),
      guaranteeing all of the obligations of the Borrower as more fully provided
      therein, and the Subsidiaries Guaranty shall be in full force and
      effect.

     

    (l)  Pledge
      Agreement.
      On the
      Initial Borrowing Date, each Credit Party shall have duly authorized, executed
      and delivered the Pledge Agreement in the form of Exhibit I (as amended,
      modified or supplemented from time to time, the “Pledge
      Agreement”)
      and
      shall have delivered to the Collateral Agent, as Pledgee thereunder, all of
      the
      Pledge Agreement Collateral, if any, referred to therein and then owned by
      such
      Credit Party, (i) endorsed in blank in the case of promissory notes constituting
      Pledge Agreement Collateral and (ii) together with executed and undated
      endorsements for transfer in the case of certificated Equity Interests
      constituting certificated Pledge Agreement Collateral, along with evidence
      that
      all other actions necessary or, in the reasonable opinion of the Collateral
      Agent, desirable to perfect the security interests purported to be created
      by
      the Pledge Agreement have been taken and the Pledge Agreement shall be in full
      force and effect.

     

    (m)  Security
      Agreement.
      On the
      Initial Borrowing Date, each Credit Party shall have duly authorized, executed
      and delivered the Security Agreement in the form of Exhibit J (as amended,
      modified or supplemented from time to time, the “Security
      Agreement”)
      covering all of such Credit Party’s Security Agreement Collateral, together
      with:

     

    (i)  proper
      financing statements (Form UCC-1 or the equivalent) authorized for filing under
      the UCC or other appropriate filing offices of each jurisdiction as may be
      necessary or, in the reasonable opinion of the Collateral Agent, desirable,
      to
      perfect the security interests purported to be created by the Security
      Agreement;

     

    (ii)  certified
      copies of requests for information or copies (Form UCC-11), or equivalent
      reports as of a recent date, listing all effective financing statements that
      name the Borrower or any of its Subsidiaries as debtor and that are filed in
      the
      jurisdictions referred to in clause (i) above and in such other jurisdictions
      as
      the Collateral Agent may deem necessary or desirable (in its sole discretion)
      to
      ensure the perfection of the security interests purported to be created by
      the
      Security Agreement, together with copies of such other financing statements
      that
      name the Borrower or any of its Subsidiaries as debtor (none of which shall
      cover any of the Collateral except (x) to the extent evidencing Permitted Liens
      or (y) those in respect of which the Collateral Agent shall have received
      termination statements (Form UCC-3) or such other termination statements as
      shall be required by local law authorized for filing); 

     

    
      
        
        

      

      
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    (iii)  evidence
      of the completion of all other recordings and filings of, or with respect to,
      the Security Agreement as may be necessary or, in the reasonable opinion of
      the
      Collateral Agent, desirable, to perfect the security interests intended to
      be
      created by the Security Agreement; and

     

    (iv)  evidence
      that all other actions necessary or, in the reasonable opinion of the Collateral
      Agent, desirable to perfect and protect the security interests purported to
      be
      created by the Security Agreement have been taken, and the Security Agreement
      shall be in full force and effect. 

     

    (n)  Intercreditor
      Agreement.
      The
      Intercreditor Agreement shall be in full force and effect.

     

    (o)  Financial
      Statements; etc.
      On or
      prior to the Initial Borrowing Date, the Administrative Agent and the Lenders
      shall have received true and correct copies of the historical financial
      statements and the Projections referred to in Sections 7.05(a) and (d), which
      historical financial statements and Projections shall be in form and substance
      reasonably satisfactory to the Administrative Agent and the Required
      Lenders.

     

    (p)  Solvency
      Opinion; Insurance Certificates.
      On the
      Initial Borrowing Date, the Administrative Agent shall have
      received:

     

    (i)  a
      solvency opinion from the chief financial officer of the Borrower in the form
      of
      Exhibit K; and

     

    (ii)  certificates
      of insurance complying with the requirements of Section 8.03 for the business
      and properties of the Borrower and its Subsidiaries, in form and substance
      reasonably satisfactory to the Administrative Agent.

     

    SECTION
      6.  Conditions
      Precedent to All Credit Events. 
       The obligation of each Lender to make Loans (including Loans made on the
      Initial Borrowing Date and Incremental Term Loans made on any Incremental Term
      Loan Borrowing Date, but excluding conversions or continuations made in
      accordance with Sections 1.06 and/or 1.09) and the obligation of an Issuing
      Lender to issue any Letter of Credit is subject, at the time of each such Credit
      Event (except as hereinafter indicated), to the satisfaction of the following
      condi-tions:

     

    6.01  No
      Default; Representations and Warranties. 
      At
      the
      time of each such Credit Event and also after giving effect thereto (i) there
      shall exist no Default or Event of Default and (ii) all representations and
      warran-ties con-tained herein and in each other Credit Document shall be true
      and correct in all material respects with the same effect as though such
      representations and warranties had been made on the date of the making of such
      Credit Event (it being understood and agreed that any representa-tion or
      warranty which by its terms is made as of a specified date shall be required
      to
      be true and correct in all material respects only as of such specified
      date).

     

    
      
        
        

      

      
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    6.02  Notice
      of Borrowings; Letter of Credit Request. 
       (a)
      Prior to
      the making of each Loan (other than a Swingline Loan or a Revolving Loan made
      pursuant to a Mandatory Borrowing), the Administrative Agent shall have received
      a Notice of Borrowing meeting the requirements of Section 1.03(a). Prior to
      the
      making of each Swingline Loan, the Swingline Lender shall have received the
      notice referred to in Section 1.03(b)(i).

     

    (b)  Prior
      to
      the issuance of each Letter of Credit, the Administrative Agent and the
      respective Issuing Lender shall have received a Letter of Credit Request meeting
      the requirements of Section 2.03(a).

     

    6.03  Maximum
      Cash and Cash Equivalents.  
      With respect to Revolving Loans and Swingline Loans only, after giving effect
      to
      the incurrence thereof and the application of proceeds therefrom and any cash
      or
      Cash Equivalents on hand of the Borrower and any of its Subsidiaries (to the
      extent such proceeds and/or other cash or Cash Equivalents are actually utilized
      by the Borrower and/or any of its Subsidiaries on the respective date of
      incurrence of such Revolving Loan or Swingline Loan for a purpose permitted
      under this Agreement other than an investment in Cash Equivalents), the Borrower
      and its Subsidiaries shall not hold cash or Cash Equivalents on such date of
      incurrence in an aggregate amount in excess of $50,000,000.

     

    The
      acceptance of the benefits or proceeds of each Credit Event, in each case,
      shall
      constitute a representation and warranty by the Borrower to the Administrative
      Agent and each of the Lenders that all the conditions specified in Section
      5
      (with respect to Credit Events occur-ring on the Initial Borrowing Date) and
      in
      this Section 6 (with respect to Credit Events occurring on or after the Initial
      Borrowing Date) and applicable to such Credit Event exist as of that time.
      All
      of the Notes, certificates, legal opinions and other documents and papers
      referred to in Section 5 and in this Section 6, unless otherwise specified,
      shall be delivered to the Administrative Agent at the Notice Office for the
      account of each of the Lenders and, except for the Notes, in sufficient
      counterparts or copies for each of the Lenders and shall be in form and
      substance reasonably satisfactory to the Administrative Agent.

     

    SECTION
      7.  Representations
      and Warranties. 
       In order to induce the Lenders to enter into this Agreement and to make
      the Loans, and issue (or participate in) the Letters of Credit as provided
      herein, the Borrower makes the following representations and warranties, in
      each
      case after giving effect to the Transaction, all of which shall survive the
      execution and delivery of this Agreement and the Notes and the making of the
      Loans and the issuance of the Letters of Credit, with the occurrence of each
      Credit Event on or after the Initial Borrowing Date being deemed to constitute
      a
      representation and warranty that the matters specified in this Section 7 are
      true and correct in all material respects on and as of the Initial Borrowing
      Date and on the date of each such other Credit Event (it being understood and
      agreed that any representation or warranty which by its terms is made as of
      a
      specified date shall be required to be true and correct in all material respects
      only as of such specified date).

     

    7.01  Organizational
      Status. 
       Each of the Borrower and each of its Subsidiaries (i) is a duly organized
      and validly existing corporation, partnership or limited liability company,
      as
      the case may be, in good standing under the laws of the jurisdiction of its
      organization, (ii) has the corporate, partnership or limited liability company
      power and authority, as the case may be, to own its property and assets and
      to
      transact the business in which it is engaged and presently pro-poses to engage
      and (iii) is duly qualified and is authorized to do business and is in good
      standing in each jurisdiction where the ownership, leasing or operation of
      its
      property or the con-duct of its business requires such qualifications except
      for
      failures to be so qualified which, either individually or in the aggregate,
      could not reasonably be expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    7.02  Power
      and Authority. 
       Each Credit Party has the corporate, partnership or limited liability
      company power and authority, as the case may be, to execute, deliver and perform
      the terms and provisions of each of the Credit Documents to which it is party
      and has taken all necessary corporate, partnership or limited liability company
      action, as the case may be, to authorize the execution, delivery and performance
      by it of each of such Credit Documents. Each Credit Party has duly executed
      and
      delivered each of the Credit Documents to which it is party, and each of such
      Credit Documents constitutes its legal, valid and binding obligation enforceable
      in accordance with its terms, except to the extent that the enforceability
      thereof may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or other similar laws generally affecting creditors’ rights and by
      equitable principles (regardless of whether enforcement is sought in equity
      or
      at law).

     

    7.03  No
      Violation. 
       Neither the execution, delivery or performance by any Credit Party of the
      Credit Documents to which it is a party, nor compliance by it with the terms
      and
      provisions thereof, (i) will contravene any provision of any law, statute,
      rule
      or regulation or any order, writ, injunction or decree of any court or
      governmental instrumentality or the terms of any FCC License or other
      Governmental Authorization, (ii) will violate or result in any breach of any
      of
      the terms, covenants, conditions or provisions of, or constitute a default
      under, or result in the creation or imposition of (or the obligation to create
      or impose) any Lien (except pursuant to the Security Documents and the
      Second-Lien Security Documents) upon any of the property or assets of any Credit
      Party or any of its Subsidiaries pursuant to the terms of any indenture,
      mortgage, deed of trust, credit agreement or loan agreement, or any other
      material agreement, contract or instrument, in each case to which any Credit
      Party or any of its Subsidiaries is a party or by which it or any of its
      property or assets is bound or to which it may be subject, or (iii) will violate
      any provision of the certificate or articles of incorporation, certificate
      of
      formation, limited liability company agreement or by-laws (or equivalent
      organizational documents), as applicable, of any Credit Party or any of its
      Subsidiaries.

     

    7.04  Approvals. 
       Except (x) as may have been obtained or made on or prior to the Initial
      Borrowing Date and which remain in full force and effect on the Initial
      Borrowing Date and (y) for filings which are necessary to perfect the security
      interests created under the Security Documents, which filings shall have been
      made (or will be made within ten days of the Initial Borrowing Date, no order,
      consent, approval, license, authorization or validation of, or filing, recording
      or registration with, or exemption by, any governmental or public body or
      authority, or any subdivision thereof, is required to be obtained or made by,
      or
      on behalf of, any Credit Party to authorize, or is required to be obtained
      or
      made by, or on behalf of, any Credit Party in connection with, (i) the
      execution, delivery and performance of any Credit Document or (ii) the legality,
      validity, binding effect or enforceability of any such Credit
      Document.


    
      
        
        

      

      
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    7.05  Financial
      Statements; Financial Condition; Undisclosed Liabilities;
      Projections. 
       (a)
      The
      consolidated balance sheet of the Borrower and its subsidiaries as at December
      31, 2005 and the related consolidated statements of operations, cash flows
      and
      changes in stockholders’ equity of the Borrower for the fiscal year ended
      December 31, 2005, and the consolidated balance sheet and the related
      consolidated statements of operations and cash flows for the three-month period
      ended March 31, 2006, in each case copies of which have been furnished to the
      Lenders prior to the Initial Borrowing Date, present fairly in all material
      respects the consolidated financial position of the Borrower at the dates of
      such balance sheets and the consolidated results of the operations of the
      Borrower for the periods covered thereby in accordance with GAAP consistently
      applied (except, in the case of the aforementioned quarterly financial
      statements, for normal year-end audit adjustments and the absence of
      footnotes).

     

    (b)  On
      and as
      of the Initial Borrowing Date and after giving effect to the Transaction and
      to
      all Indebtedness being incurred or assumed and Liens created by the Credit
      Parties in connection therewith, (i) the sum of the assets, at a fair valuation,
      of the Borrower on a stand-alone basis and of the Borrower and its Subsidiaries
      taken as a whole will exceed their respective debts, (ii) each of the Borrower
      on a stand-alone basis and the Borrower and its Subsidiaries taken as a whole
      have not incurred and do not intend to incur, and do not believe that they
      will
      incur, debts beyond their respective ability to pay such debts as such debts
      mature, and (iii) the Borrower on a stand-alone basis and the Borrower and
      its Subsidiaries taken as a whole will have sufficient capital with which to
      conduct their respective businesses. For purposes of this Section 7.05(b),
      “debt” means any liability on a claim, and “claim” means (a) right to payment,
      whether or not such a right is reduced to judg-ment, liquidated, unliquidated,
      fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
      secured, or unsecured or (b) right to an equit-able remedy for breach of
      perform-ance if such breach gives rise to a payment, whether or not such right
      to an equitable remedy is reduced to judgment, fixed, contingent, matured,
      unmatured, dis-puted, undisputed, secured or unsecured. The amount of contingent
      liabilities at any time shall be computed as the amount that, in the light
      of
      all the facts and circumstances existing at such time, represents the amount
      that can reasonably be expected to become an actual or matured
      liability.

     

    (c)  Except
      as
      disclosed in the financial statements described in Section 7.05(a) there were
      as
      of the Initial Borrowing Date no liabilities or obligations with respect to
      the
      Borrower or any of its Subsidiaries of a nature required to be disclosed in
      such
      financial statements (whether absolute, accrued, contingent or otherwise and
      whether or not due) which, either individually or in the aggregate, could
      reasonably be expected to be material to the Borrower or any of its
      Subsidiaries. As of the Initial Borrowing Date, the Borrower knows of no basis
      for the asser-tion against it or any of its Subsidiaries of any liability or
      obligation of any nature whatsoever that is not disclosed in the financial
      statements described in Section 7.05(a) which, either individually or in the
      aggregate, could reasonably be expected to be material to the Borrower or any
      of
      its Subsidiaries.

     

    (d)  The
      Projections delivered to the Administrative Agent and the Lenders on or prior
      to
      the Initial Borrowing Date have been prepared in good faith and are based on
      reasonable assumptions, and there are no statements or conclusions in the
      Projections which are based upon or include information known to the Borrower
      to
      be misleading in any material respect or which fail to take into account
      material information known to the Borrower regarding the matters reported
      therein. On the Initial Borrowing Date, the Borrower believes that the
      Projections are reasonable and attainable, it being recognized by the Lenders,
      how-ever, that projections as to future events are not to be viewed as facts
      and
      that the actual results during the period or periods covered by the Projections
      may differ from the projected results and such differences may be material.
      

     

    
      
        
        

      

      
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    (e)  Since
      December 31, 2005, there have been no changes, events and/or occurrences that
      have had, or could reasonably be expected to have, either individually or in
      the
      aggregate, a Material Adverse Effect.

     

    7.06  Litigation. 
       There are no actions, suits or proceedings pending or, to the knowledge of
      the Borrower, threatened (i) with respect to the Transaction or any Document
      or
      (ii) that could reasonably be expected, either individually or in the aggregate,
      to have a Material Adverse Effect.

     

    7.07  True
      and Complete Disclosure.   
      All factual information (taken as a whole) furnished by or on behalf of the
      Borrower in writing to the Administrative Agent or any Lender (including,
      without limitation, all information contained in the Credit Documents) for
      purposes of or in connection with this Agreement, the other Credit Documents
      or
      any transaction contem-plated herein or therein is, and all other such factual
      information (taken as a whole) hereafter furnished by or on behalf of the
      Borrower in writing to the Administrative Agent or any Lender will be, true
      and
      accurate in all material respects on the date as of which such information
      is
      dated or certified and not incomplete by omitting to state any fact necessary
      to
      make such information (taken as a whole) not misleading in any material respect
      at such time in light of the circumstances under which such information was
      provided.

     

    7.08  Use
      of
      Proceeds; Margin Regulations. 
       (a)
      All
      proceeds of the Initial Term Loans will be used by the Borrower to finance
      the
      Transaction and to pay the fees and expenses relating to the
      Transaction.

     

    (b)  All
      proceeds of the Incremental Term Loans, Revolving Loans and the Swingline Loans
      will be used for the working capital and general corporate purposes of the
      Borrower and its Subsidiaries (including to finance Permitted Acquisitions
      and
      to pay fees and expenses incurred in connection therewith but excluding to
      pay
      Dividends permitted under Sections 9.03(iv) or (v)).

     

    (c)  No
      part
      of any Credit Event (or the proceeds thereof) will be used to purchase or carry
      any Margin Stock or to extend credit for the purpose of purchasing or carrying
      any Margin Stock. Neither the making of any Loan or the issuance of any Letter
      of Credit, nor the use of the proceeds thereof nor the occurrence of any other
      Credit Event will violate or be inconsistent with the provisions of Regulation
      T, U or X of the Board of Governors of the Federal Reserve System.

     

    7.09  Tax
      Returns and Payments.  
       Each of the Borrower and each of its Subsidiaries has timely filed or
      caused to be timely filed with the appropriate taxing authority all federal
      income tax and other material returns, statements, forms and reports for taxes
      (the “Returns”)
      required to be filed by, or with respect to the income, properties or operations
      of, the Borrower and/or any of its Subsidiaries. The Returns accurately reflect
      in all material respects all liability for taxes of the Borrower and its
      Subsidiaries for the periods covered thereby. Each of the Borrower and each
      of
      its Subsidiaries has paid all taxes and assessments payable by it which have
      become due, other than (i) those that are immaterial and (ii) those being
      contested in good faith and adequately disclosed and fully provided for on
      the
      financial state-ments of the Borrower and its Subsidiaries in accordance with
      GAAP. Except as set forth on Schedule 7.09, there is no action, suit,
      proceeding, investi-ga-tion, audit or claim now pend-ing or, to the best
      knowledge of the Borrower, threatened by any authority regard-ing any taxes
      relating to the Borrower or any of its Subsidiaries. Except as provided in
      Schedule 7.09, as of the Initial Borrowing Date, neither the Borrower nor any
      of
      its Subsidiaries has entered into an agreement or waiver or been requested
      to
      enter into an agreement or waiver extending any statute of limitations relating
      to the payment or collection of taxes of the Borrower or any of its
      Subsidiaries, or is aware of any circumstances that would cause the taxable
      years or other taxable periods of the Borrower or any of its Subsidiaries not
      to
      be subject to the normally applicable statute of limitations. Neither the
      Borrower nor any of its Subsidiaries has incurred, nor will any of them incur,
      any material tax liability in connection with the Transaction or any other
      transactions contemplated hereby (it being understood that the representation
      contained in this sentence does not cover any future tax liabilities of the
      Borrower or any of its Subsidiaries arising as a result of the operation of
      their businesses in the ordinary course of business).

     

    
      
        
        

      

      
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    7.10  Compliance
      with ERISA. 
       Schedule 7.10 sets forth, as of the Initial Borrow-ing Date, the name of
      each Plan. Each Plan (and each related trust) is in substantial compliance
      with
      its terms and with all applicable laws, including, without limitation, ERISA
      and
      the Code; each Plan (and each related trust, if any) which is intended to be
      qualified under Section 401(a) of the Code has received or timely applied for
      a
      determination letter from the Internal Revenue Service to the effect that it
      meets the requirements of Sections 401(a) and 501(a) of the Code covering all
      tax law changes prior to the Economic Growth and Tax Relief Reconciliation
      Act
      of 2001 or is comprised of a master or prototype plan that has received a
      favorable opinion letter from the Internal Revenue Service on which the Borrower
      is entitled to rely; neither the Borrower nor any of its Subsidiaries or ERISA
      Affiliates has ever maintained or contributed to, or had any obligation to
      maintain or contribute to (or borne any liability with respect to) any “employee
      pension benefit plan,” within the meaning of Section 3(2) of ERISA, that is a
“multiemployer plan,” within the meaning of Section 3(37) of ERISA, or that is
      subject to the minimum funding standards of Section 412 of the Code or Section
      302 of ERISA or subject to Title IV of ERISA; neither the Borrower nor any
      of
      its Subsidiaries or ERISA Affiliates has any obligation to maintain or
      contribute to (or borne any liability with respect to) any Foreign Pension
      Plan;
      all contributions required to be made with respect to a Plan have been timely
      made; neither the Borrower nor any Subsidiary of the Borrower nor any ERISA
      Affiliate has incurred any material liability (including any indirect,
      contingent or secondary liability) to or on account of a Plan pursuant to
      Section 409, 502(i), 502(l), 515, 4204 or 4212 of ERISA or Section 4975 of
      the
      Code or expects to incur any such liabil-ity under any of the foregoing sections
      with respect to any Plan; no condition exists which presents a material risk
      to
      the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate of
      incur-ring a liability to or on account of a Plan pursuant to the foregoing
      provisions of ERISA and the Code; no action, suit, proceeding, hearing, audit
      or
      investigation with respect to the administration, operation or the investment
      of
      assets of any Plan (other than routine claims for benefits) is pending, expected
      or, to the knowledge of the Borrower, threatened; each group health plan (as
      defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which
      covers or has covered employees or former employees of the Borrower, any
      Subsidiary of the Borrower, or any ERISA Affiliate has at all times been
      operated in compliance with the provisions of Part 6 of subtitle B of Title
      I of
      ERISA and Section 4980B of the Code, except to the extent that any failure
      to
      comply could not reasonably be expected to result in a material liability to
      the
      Borrower or any Subsidiary of the Borrower; each group health plan (as defined
      in 45 Code of Federal Regulations Section 160.103) which covers or has covered
      employees or former employees of the Borrower, any Subsidiary of the Borrower,
      or any ERISA Affiliate has at all times been operated in compliance with the
      provisions of the Health Insurance Portability and Accountability Act of 1996
      and the regulations promulgated thereunder, except to the extent that any
      failure to comply could not reasonably be expected to result in a material
      liability to the Borrower or any Subsidiary of the Borrower; no lien imposed
      under the Code or ERISA on the assets of the Borrower or any Subsidiary of
      the
      Borrower or any ERISA Affiliate exists or is likely to arise on account of
      any
      Plan; and the Borrower and its Subsidiaries may cease contributions to or
      terminate any employee benefit plan maintained by any of them without incurring
      any material liability.

     

    
      
        
        

      

      
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    7.11  The
      Security Documents. 
       (a)
      The
      provisions of the Security Agreement are effective to create in favor of the
      Collateral Agent for the benefit of the Secured Creditors a legal, valid and
      enforceable security interest in all right, title and interest of the Credit
      Parties in the Security Agreement Collateral described therein, and the
      Collateral Agent, for the benefit of the Secured Creditors, has (or will have
      within ten days of the Initial Borrowing Date) a fully perfected security
      interest in all right, title and interest in all of the Security Agreement
      Collateral described therein to the extent a security interest therein can
      be
      perfected by filing or possession, subject to no other Liens other than
      Permitted Liens. Following the recordation of (x) the Grant of Security Interest
      in U.S. Patents, if applicable, and (y) the Grant of Security Interest in
      U.S. Trademarks, if applicable, in the respective forms attached to the Security
      Agreement, in each case in the United States Patent and Trademark Office,
      together with filings on Form UCC-1 made pursuant to the Security Agreement,
      the
      Collateral Agent for the benefit of the Secured Creditors will have, as may
      be
      perfected by such filings and recordation, a perfected security interest in
      the
      United States trademarks and patents covered by the Security Agreement, and
      following the recordation of the Grant of Security Interest in U.S. Copyrights,
      if applicable, in the form attached to the Security Agreement with the United
      States Copyright Office, together with filings on Form UCC-1 made pursuant
      to
      the Security Agreement, the Collateral Agent for the benefit of the Secured
      Creditors will have, as may be perfected by such filings and recordation, a
      perfected security interest in the United States copyrights covered by the
      Security Agreement.

     

    (b)  The
      security interests created under the Pledge Agreement in favor of the Collateral
      Agent, as Pledgee, for the benefit of the Secured Creditors, constitute
      perfected security interests in the Pledge Agreement Collateral described in
      the
      Pledge Agreement, subject to no security interests of any other Person. No
      filings or recordings are required in order to perfect (or maintain the
      perfection or priority of) the security interests created in the Pledge
      Agreement Collateral under the Pledge Agreement other than with respect to
      that
      portion of the Pledge Agreement Collateral constituting a “general intangible”
under the UCC.

     

    (c) After
      the
      execution and delivery thereof, each Mortgage creates, as security for the
      obligations purported to be secured thereby, a valid and enforceable perfected
      security interest in and mortgage lien on the respective Mortgaged Property
      in
      favor of the Collateral Agent (or such other trustee as may be required or
      desired under local law) for the benefit of the Secured Creditors, superior
      and
      prior to the rights of all third Persons (except that the security interest
      and
      mortgage lien created on such Mortgaged Property may be subject to the Permitted
      Encumbrances related thereto) and subject to no other Liens (other than
      Permitted Liens related thereto).

     

    
      
        
        

      

      
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    7.12  Real
      Property.  
       All Real Property having a Fair Market Value, as reasonably estimated by
      the Borrower, in excess of $5,000,000 that is owned by the Borrower or any
      of
      its Subsidiaries as of the Initial Borrowing Date, and the nature of the
      interest therein, is correctly set forth in Schedule 7.12. Each of the
      Borrower and each of its Subsidiaries has good and indefeasible title to all
      material properties owned by it, including all Real Property set forth on
      Schedule 7.12 and all other material property reflected in the most recent
      historical balance sheets referred to in Section 7.05(a) (except as sold or
      otherwise disposed of since the date of such balance sheet in the ordinary
      course of business or as permitted by the terms of this Agreement), free and
      clear of all Liens, other than Permitted Liens.

     

    7.13  Capitalization. 
       On
      the
      Initial Borrowing Date, the authorized capital stock of the Borrower consists
      of
      100,000,000 shares of common stock, $0.01 par value, of which 36,825,956 shares
      were issued and outstanding on March 31, 2006. All outstanding shares of capital
      stock of the Borrower have been duly and validly issued and are fully paid
      and
      non-assessable. 

     

    7.14  Subsidiaries. 
       On and as of the Initial Borrowing Date and after giving effect to the
      Transaction, the Borrower has no Subsidiaries other than those Subsidiaries
      listed on Schedule 7.14. Schedule 7.14 correctly sets forth, as of the Initial
      Borrowing Date and after giving effect to the Transaction, (i) the percentage
      ownership (direct and indirect) of the Borrower in each class of Equity
      Interests of each of its Subsidiaries and also identifies the direct owner
      thereof and (ii) the jurisdiction of organization of each such Subsidiary.
      All
      outstanding shares of capital stock or other Equity Interests of each Subsidiary
      have been duly and validly issued, are fully paid and non-assessable and have
      been issued free of preemptive rights. On the Initial Borrowing Date and after
      giving effect to the Transaction, except as set forth on Schedule 7.14, no
      Subsidiary of the Borrower has outstanding any securities convert-ible into
      or
      exchangeable for its Equity Interests or outstanding any right to subscribe
      for
      or to purchase, or any options or warrants for the purchase of, or any
      agree-ment providing for the issuance (contingent or otherwise) of or any calls,
      commitments or claims of any character relating to, its Equity Interests or
      any
      stock appreciation or similar rights. 

     

    7.15  Compliance
      with Statutes, etc..   Each
      of the Borrower and each of its Subsidiaries is in compliance with all
      applicable laws, statutes, regulations and orders of, and all applicable
      restric-tions imposed by, all governmental bodies, domestic or foreign, in
      respect of the conduct of its business, the holding of the FCC Licenses and
      the
      other Governmental Authorizations and the ownership of its property (including,
      without limitation, applicable statutes, regu-la-tions, orders and restrictions
      relating to environmental standards and controls), except such noncompliances
      as
      could not, either individually or in the aggregate, reasonably be expected
      to
      have a Material Adverse Effect.

     

    
      
        
        

      

      
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    7.16  Investment
      Company Act. 
       Neither the Borrower nor any of its Subsidiaries is an “investment
      company” or a company “controlled” by an “investment company,” within the
      meaning of the Investment Company Act of 1940, as amended.

     

    7.17  [Intentionally
      Omitted].

     

    7.18  Environmental
      Matters. 
       (a)
      Each of
      the Borrower and each of its Subsidiaries is in compliance with all applicable
      Environmental Laws and the requirements of any permits issued under such
      Environmental Laws. There are no pending or, to the knowledge of the Borrower,
      threatened Environmental Claims against the Borrower or any of its Subsidiaries
      or any Real Property owned, leased or operated by the Borrower or any of its
      Subsidiaries (including, to the Borrower’s knowledge, any such claim arising out
      of the ownership, lease or operation by the Borrower or any of its Subsidiaries
      of any Real Property formerly owned, leased or operated by the Borrower or
      any
      of its Subsidiaries but no longer owned, leased or operated by the Borrower
      or
      any of its Subsidiaries). There are no facts, circumstances, conditions or
      occurrences with respect to the business or operations of the Borrower or any
      of
      its Subsidiaries, or any Real Property owned, leased or operated by the Borrower
      or any of its Subsidiaries (including, to the Borrower’s knowledge, any Real
      Property formerly owned, leased or operated by the Borrower or any of its
      Subsidiaries but no longer owned, leased or operated by the Borrower or any
      of
      its Subsidiaries) or, to the knowledge of the Borrower, any property adjoining
      or adjacent to any such Real Property that could be reasonably expected (i)
      to
      form the basis of an Environmental Claim against the Borrower or any of its
      Subsidiaries or any Real Property owned, leased or operated by the Borrower
      or
      any of its Subsidiaries or (ii) to cause any Real Property owned, leased or
      operated by the Borrower or any of its Subsidiaries to be subject to any
      restric-tions on the ownership, lease, occupancy or trans-ferability of such
      Real Property by the Borrower or any of its Subsidiaries under any applicable
      Environmental Law.

     

    (b)  Hazardous
      Materials have not at any time been generated, used, treated or stored on,
      or
      transported to or from, or Released on or from, any Real Property owned, leased
      or operated by the Borrower or any of its Subsidiaries or, to the knowledge
      of
      the Borrower, any property adjoining or adjacent to any Real Property, where
      such generation, use, treatment, storage, transportation or Release has violated
      or could be reasonably expected to violate any applicable Environmental Law
      or
      give rise to an Environmental Claim.

     

    (c)  Notwithstanding
      anything to the contrary in this Section 7.18, the represen-tations and
      warranties made in this Section 7.18 shall be untrue only if the effect of
      any
      or all conditions, violations, claims, restrictions, failures and noncompliances
      of the types described above could, either individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect.

     

    7.19  Labor
      Relations. 
       Neither the Borrower nor any of its Subsidiaries is engaged in any unfair
      labor practice that could reasonably be expected, either individually or in
      the
      aggre-gate, to have a Material Adverse Effect. There is (i) no unfair labor
      practice complaint pending against the Borrower or any of its Subsidiaries
      or,
      to the knowledge of the Borrower, threatened against any of them, before the
      National Labor Relations Board, and no grievance or arbitration proceeding
      arising out of or under any collective bargaining agreement is so pending
      against the Borrower or any of its Subsidiaries or, to the knowledge of the
      Borrower, threatened against any of them, (ii) no strike, labor dispute,
      slowdown or stoppage pending against the Borrower or any of its Subsidiaries
      or,
      to the knowledge of the Borrower, threatened against the Borrower or any of
      its
      Subsidiaries and (iii) no union representation question that exists with
      respect to the employees of the Borrower or any of its Subsidiaries, except
      (with respect to any matter specified in clause (i), (ii) or (iii) above, either
      individually or in the aggregate) such as could not reasonably be expected
      to
      have a Material Adverse Effect.


    
      
        
        

      

      
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    7.20  Intellectual
      Property, etc.    Each
      of
      the Borrower and each of its Subsidiaries owns or has the right to use all
      the
      patents, trademarks, permits, domain names, service marks, trade names,
      copyrights, licenses, franchises, inventions, trade secrets, proprietary
      information and know-how of any type, whether or not written (including, but
      not
      limited to, rights in computer programs and databases) and formulas, or rights
      with respect to the foregoing, necessary for the conduct of its business (the
      “Business
      Intellectual Property”)
      without any known conflict with the rights of others arising from the Borrower’s
      or its Subsidiaries’ use of the Business Intellectual Property which, or the
      failure to obtain which, as the case may be, could reasonably be expected,
      either individually or in the aggregate, to have a Material Adverse
      Effect.

     

    7.21  Indebtedness. 
       Schedule 7.21 sets forth a true and complete list of all Indebtedness
      (including Contingent Obligations in respect of Indebtedness) of the Borrower
      and its Subsidiaries as of the Initial Borrowing Date (excluding the Loans,
      the
      Letters of Credit and the Indebtedness incurred pursuant to the Second-Lien
      Note
      Indenture) (the “Existing
      Indebtedness”)
      which
      is to remain outstanding after giving effect to the Transaction, in each case
      showing the aggregate principal amount thereof and the name of the respective
      borrower and any Credit Party or any of its Subsidiaries which directly or
      indirectly guarantees such Indebtedness.

     

    7.22  Insurance. 
       Schedule 7.22 sets forth a true and complete listing of all insurance
      maintained by the Borrower and its Subsidiaries as of the Initial Borrowing
      Date, with the amounts insured (and any deductibles) set forth
      therein.

     

    7.23  FCC
      Licenses and Other Governmental Authorizations.  
       (a)
      The
      Borrower and its Subsidiaries hold all FCC licenses, registrations and
      authorizations as are necessary to the Borrower’s and its Subsidiaries’
businesses (collectively, the “FCC
      Licenses”).
      Each
      of the FCC Licenses that is material to the business of the Borrower or any
      of
      its Subsidiaries has been validly issued and is in full force and effect. All
      FCC Licenses in effect on the Initial Borrowing Date and their respective
      expiration dates are listed and described on Schedule 7.23(a). The Borrower
      has
      no knowledge of any condition imposed by the FCC as part of any FCC License
      which is neither set forth on the face thereof as issued by the FCC nor
      contained in the policies, rules and regulations of the FCC applicable generally
      to business of the type, nature, class or location of the Borrower and its
      Subsidiaries. The Borrower and its Subsidiaries are in compliance with the
      terms
      and conditions of the FCC Licenses applicable to it and with applicable
      policies, rules and regulations of the FCC and the Communications Act of 1934,
      as amended (the “Communications
      Act”)
      except
      to the extent that any failure to comply could not reasonably be expected to
      result in a Material Adverse Effect. No proceedings are pending or are, to
      the
      knowledge of the Borrower, threatened which may reasonably be expected to result
      in the revocation, rescission, modification, non-renewal or suspension of any
      FCC License, the denial of any pending applications, the issuance of any cease
      and desist order or the imposition of any fines, forfeitures or other
      administrative actions by the FCC with respect to the Borrower or any of its
      Subsidiaries that would, if such proceedings were decided adversely to the
      Borrower or the Subsidiaries, have a Material Adverse Effect. All material
      reports, applications, tariffs and other documents required to be filed by
      the
      Borrower or any of its Subsidiaries, as appropriate, with the FCC have in all
      material respects been timely filed and all such reports, applications, tariffs
      and documents are true, correct and complete in all material respects. To the
      knowledge of the Borrower, there are no unsatisfied or otherwise outstanding
      citations, complaint proceedings, notices of liability or notices of forfeiture
      issued by the FCC and received by the Borrower or a Subsidiary thereof with
      respect to the Borrower or any of its Subsidiaries or any of their respective
      operations.

     

    
      
        
        

      

      
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    (b)  In
      addition to the FCC Licenses issued by the FCC, the Borrower and its
      Subsidiaries hold all material licenses, certificates, registrations and
      authorizations issued by any other governmental entity (domestic and foreign)
      necessary to operate their respective businesses for each line of business
      of
      the Borrower or any of its Subsidiaries requiring such authorization and in
      each
      jurisdiction in which Borrower or any of its Subsidiaries may be deemed to
      be
      conducting their respective businesses under applicable law (collectively,
      the
“Governmental
      Authorizations”).
      Each
      Governmental Author-ization has been validly issued and is in full force and
      effect. The Governmental Authorizations as of the Initial Borrowing Date are
      listed on Schedule 7.23(b), with any expiration date for any such authorization
      identified on Schedule 7.23(b), with authorizations issued by state public
      service or utility commissions (or analogous state authorities) listed in Part
      A
      of Schedule 7.23(b) and other Governmental Authorizations listed in Part B
      of
      Schedule 7.23(b). None of the Governmental Authorizations contain any conditions
      or limitations outside the normal course that would materially and adversely
      restrict the operations of the Borrower or any of its Subsidiaries. The Borrower
      and its Subsidiaries have been and are in compliance in all respects with the
      terms and conditions of the Governmental Authorizations applicable to them,
      except to the extent that any failure to comply would not result in a Material
      Adverse Effect. Other than the proceedings of a general nature, no proceedings
      are pending or are, to the knowledge of the Borrower, threatened, and, to the
      Borrower’s knowledge, no event has occurred, which may reasonably be expected to
      result in the revocation, rescission, adverse modification, non-renewal or
      suspension of any Governmental Authorization that is material to the business
      of
      the Borrower or any of its Subsidiaries, the denial of any pending applications
      therefor, the issuance of any cease and desist order, or the imposition of
      any
      material fines, forfeitures, or other administrative actions by a governmental
      entity. All material reports, applications, tariffs and other documents required
      to be filed by the Borrower or any of its Subsidiaries, as appropriate, with
      the
      governmental entity issuing a Government Authorization have in all material
      respects been timely filed, and all such reports, applications, tariffs and
      documents are true, correct and complete in all material respects. To the
      knowledge of the Borrower, there are no material unsatisfied or otherwise
      outstanding citations issued by any governmental entity and received by the
      Borrower or a Subsidiary thereof with respect to the Borrower or any of its
      Subsidiaries. Part C of Schedule 7.23(b) separately lists all pending
      applications for certificates or other authorizations from any state public
      service or utility commission (or analogous state authority).

     

    (c)  The
      transactions contemplated herein, under applicable law (including the
      Communications Act) and the applicable policies, rules, regulations and
      practices of the FCC and other governmental entities, would not disqualify
      the
      Borrower or any of its Subsidiaries as an assignee or transferee of the FCC
      Licenses or the Governmental Authorizations or result in the imposition of
      any
      materially adverse condition on or modification of the FCC Licenses or the
      Governmental Authorizations. 


    
      
        
        

      

      
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    7.24  Intercreditor
      Agreement; Status of Credit Agreement. 
       (a)
      Assuming
      that the Intercreditor Agreement has been duly authorized, executed and
      delivered by the parties thereto (other than the Borrower and its Subsidiaries),
      the Intercreditor Agreement is enforceable against the parties thereto (and
      the
      Creditors as defined therein) in accordance with its terms.

     

    (b)  This
      Agreement constitutes the “First-Lien Credit Agreement” under (and as defined
      in) the Intercreditor Agreement. This Agreement and the other Credit Documents
      constitute the “First-Lien Credit Documents” under (and as defined in) the
      Intercreditor Agreement and the Obligations hereunder and under the other Credit
      Documents constitute “First-Lien Obligations” under (and as defined in) the
      Intercreditor Agreement and are entitled to the benefits of such status pursuant
      to the terms and conditions of the Intercreditor Agreement. 

     

    7.25  Certain
      Agreements.  
       (a)
      Neither
      the Borrower nor any of its Subsidiaries is a party to any agreement or
      instrument or subject to any corporate, partnership or limited liability company
      restriction, as the case may be, that, either individually or in the aggregate,
      has resulted or could reasonably be expected to result in a Material Adverse
      Effect. 

     

    (b)  Neither
      the Borrower nor any of its Subsidiaries is in default in any manner under
      any
      provision of any indenture or other agreement or instrument evidencing
      Indebtedness, or any other material agreement or instrument to which it is
      a
      party or by which it or any of its properties or assets are or may be bound,
      if
      such default, either individually or in the aggregate, could reasonably be
      expected to have a Material Adverse Effect.

     

    7.26    
      RCN
      International.  
       RCN International is a Delaware corporation which has no significant
      assets or material liabilities.

     

    7.27  No
      Default or Event of Default Under the Existing Credit Agreement. 
       Except
      as
      set forth on Schedule 7.27, on the Initial Borrowing Date (immediately prior
      to
      giving effect to the Transaction) no Default or Event of Default exists under
      the Existing First-Lien Credit Agreement.

     

    SECTION
      8.  Affirmative
      Covenants. 
       The Borrower hereby covenants and agrees that on and after the Effective
      Date and until the Total Commitment and all Letters of Credit have terminated
      and the Loans, Notes and Unpaid Drawings (in each case together with interest
      thereon), Fees and all other Obligations (other than indemnities described
      in
      Section 13.13 which are not then due and payable) incurred hereunder and
      thereunder, are paid in full:

     

    8.01  Information
      Covenants. 
       The Borrower will furnish to each Lender:

     

    (a)  Quarterly
      Financial Statements.
      Within
      45 days after the close of each of the first three quarterly accounting periods
      in each fiscal year of the Borrower (i) the consolidated balance sheet of the
      Borrower and
      its
      Subsidiaries as at the end of such quarterly accounting period and the related
      consolidated statements of operations and cash flows for such quarterly
      accounting period and for the elapsed portion of the fiscal year ended with
      the
      last day of such quarterly accounting period, in each case setting forth
      comparative figures for the corresponding periods in the prior fiscal year,
      all
      of which shall be certified by an Authorized Representative of the Borrower
      that
      they fairly present in all material respects in accordance with GAAP the
      financial condition of the Borrower and its Subsidiaries as of the dates
      indicated and the results of their operations for the periods indicated, subject
      to normal year-end audit adjustments and the absence of footnotes, and (ii)
      management’s discussion and analysis of the important operational and financial
      developments during such quarterly accounting period, in each case without
      any
      material qualifications with respect thereto. Notwithstanding the foregoing,
      in
      the event that the Borrower delivers to the Administrative Agent a Quarterly
      Report for the Borrower on Form 10-Q for such fiscal quarter, as filed with
      the
      SEC, within 45 days after the end of such fiscal quarter, such Form 10-Q shall
      satisfy all requirements of this clause (a). For the purposes of the immediately
      preceding sentence, posting of any such Quarterly Report on the SEC’s website,
      www.sec.gov, within the time period otherwise required in such sentence for
      the
      delivery of such Quarterly Report shall constitute delivery of same to the
      Administrative Agent.

     

    
      
        
        

      

      
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    (b)  Annual
      Financial Statements.
      Within
      90 days after the close of each fiscal year of the Borrower, (i) the
      consolidated balance sheet of the Borrower and its Subsidiaries as at the end
      of
      such fiscal year and the related consolidated statements of operations, cash
      flows and changes in stockholders’ equity for such fiscal year setting forth
      comparative figures for the preceding fiscal year and certified (without any
      “going concern” or other qualification or exception) by an independent certified
      public accountant of recognized standing, and (ii) management’s discussion and
      analysis of the important operational and financial developments during such
      fiscal year. Notwithstanding the foregoing, in the event that the Borrower
      delivers to the Administrative Agent an Annual Report for the Borrower on Form
      10-K for such fiscal year, as filed with the SEC, within 90 days after the
      end
      of such fiscal year, such Form 10-K shall satisfy all requirements of this
      clause (b) so long as the certified public accountants’ opinion included in such
      Form 10-K satisfies the requirements with respect thereto set forth in the
      immediately preceding sentence. For the purposes of the immediately preceding
      sentence, posting of any such Annual Report on the SEC’s website, www.sec.gov,
      within the time period otherwise required in such sentence for the delivery
      of
      such Annual Report shall constitute delivery of same to the Administrative
      Agent.

     

    (c)  Unrestricted
      Subsidiaries.
      If the
      Borrower has designated any Unrestricted Subsidiaries hereunder, then within
      15
      days after the delivery of the financial statements described in Sections
      8.01(a) and 8.01(b), a reasonably detailed presentation, either in the face
      of
      the financial statements delivered pursuant to such Sections or in footnotes
      thereto and in management’s discussion and analysis of operational and financial
      developments, of the financial condition and results of operations of the
      Borrower and its Subsidiaries separate from the financial condition and results
      of operations of the Unrestricted Subsidiaries of the Borrower.

     

    (d)
       Management
      Letters.  
      Promptly after the Borrower’s or any of its Subsidiaries receipt thereof, a copy
      of any “management letter” received from its certified public accountants and
      management’s response thereto.

     

    
      
        
        

      

      
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    (e)   
      Budgets;
      Annual Opinions Regarding Security Interests.
      (i)
      Commencing with the fiscal year of the Borrower commencing January 1, 2007,
      no
      later than 30 days following the first day of each fiscal year of the Borrower,
      a budget in form reasonably satisfactory to the Administrative Agent (including
      bud-geted statements of operations, cash flows statements and balance sheets
      for
      the Borrower and its Subsidiaries on a consolidated basis) (A) for each of
      the
      four quarters of such fiscal year prepared in detail and (B) for the immediately
      succeeding fiscal year prepared in summary quarterly form, in each case setting
      forth, with appro-priate discussion, the principal assumptions upon which such
      budget is based. 

     

    (ii)  
       The
      Borrower shall deliver an opinion of counsel covering the security interests
      granted pursuant to the Security Documents (in substantially the same form,
      and
      from the same counsel, required by the Second-Lien Note Indenture, but covering
      the Security Documents and the security interests created pursuant thereto
      rather than the security documents constituting Second-Lien Note Documents)
      contemporaneously with the delivery of any similar opinion to the trustee under
      the Second-Lien Note Indenture pursuant to Section 4.4 thereof so long as such
      an opinion is required to be delivered pursuant to the Second-Lien Note
      Indenture or any related document.

     

    (f)  Officer’s
      Certificates.
      At the
      time of the delivery of the financial statements provided for in Sections
      8.01(a) and (b), a compliance certificate from the chief financial officer
      of
      the Borrower in the form of Exhibit L certifying on behalf of the Borrower
      that,
      to such officer’s knowledge after due inquiry, no Default or Event of Default
      has occurred and is continuing or, if any Default or Event of Default has
      occurred and is continuing, specifying the nature and extent thereof, which
      certificate shall (i) set forth in reasonable detail the calculations required
      to establish whether the Borrower and its Subsidiaries were in compliance with
      the provisions of Sections 4.02 (d), 4.02(e), 4.02(f), 9.01(x), 9.01(xii),
      9.01(xvii), 9.02(iv), 9.02(xvi), 9.03, 9.04, 9.05(v), 9.05(xi), 9.05(xii) and
      the Financial Covenants, in each case, at the end of such fiscal quarter or
      year, as the case may be, (ii) if delivered with the financial statements
      required by Section 8.01(b), set forth in reasonable detail (and the
      calculations required to establish) the amount of Excess Cash Flow and the
      Applicable ECF Percentage for the respective Excess Cash Payment Period, and
      (iii) certify either that (A) there have been no changes to Annexes C through
      F,
      and Annexes I through K, in each case of the Security Agreement, and Annexes
      A
      through F of the Pledge Agreement, in each case since the Initial Borrowing
      Date
      or, if later, since the date of the most recent certificate delivered pursuant
      to this Section 8.01(f), or (B) if there have been any such changes, a list in
      reasonable detail of such changes, and whether the Borrower and the other Credit
      Parties have otherwise taken all actions required to be taken by them pursuant
      to such Security Documents in connection with any such changes. 

     

    (g)  Notice
      of Default, Litigation and Material Adverse Effect.
      Promptly, and in any event within three Business Days after any officer of
      the
      Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (i)
      the
      occur-rence of any event which constitutes a Default or an Event of Default,
      (ii) any litigation or governmental investi-ga-tion or proceeding pend-ing
      against the Borrower or any of its Subsidiaries (or any material development
      in
      any such litigation or investigation) (x) which, either individually or in
      the
      aggre-gate, could reasonably be expected to have a Material Adverse Effect
      or
      (y) with respect to any Document, or (iii) any other event, change or
      circum-stance that has had, or could reasonably be expected to have, a Material
      Adverse Effect.

     

    
      
        
        

      

      
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    (h)  Other
      Reports and Filings.
      Promptly after the filing or delivery thereof, copies of all financial
      information, proxy materials and reports, if any, which the Borrower or any
      of
      its Subsidiaries shall publicly file with the Securities and Exchange Commission
      or any successor thereto (the “SEC”)
      or
      deliver to holders (or any trustee, agent or other representative therefor)
      of
      its material Indebtedness (including the Second-Lien Note Indenture) pursuant
      to
      the terms of the documentation governing such Indebtedness.

     

    (i)  Environmental
      Matters.
      Promptly after any officer of the Borrower or any of its Subsidiaries obtains
      knowledge thereof, notice of one or more of the following environmental matters
      to the extent that such environmental matters, either individually or when
      aggregated with all other such environmental matters, could reasonably be
      expected to have a Material Adverse Effect:

     

    (i)  any
      pending or threatened Environmental Claim against the Borrower or any of its
      Subsidiaries or any Real Property owned, leased or operated by the Borrower
      or
      any of its Subsidiaries;

     

    (ii)  any
      condition or occurrence on or arising from any Real Property owned, leased
      or
      operated by the Borrower or any of its Subsidiaries that (a) results in
      noncompliance by the Borrower or any of its Subsidiaries with any applicable
      Environmental Law or (b) could reasonably be expected to form the basis of
      an
      Environmental Claim against the Borrower or any of its Subsidiaries or any
      such
      Real Property;

     

    (iii)  any
      condition or occurrence on any Real Property owned, leased or operated by the
      Borrower or any of its Subsidiaries that could reasonably be expected to cause
      such Real Property to be subject to any restrictions on the ownership, lease,
      occupancy, use or transferability by the Borrower or any of its Subsidiaries
      of
      such Real Property under any Environmental Law; and

     

    (iv)  the
      taking of any removal or remedial action in response to the actual or alleged
      presence of any Hazardous Material on any Real Property owned, leased or
      oper-ated by the Borrower or any of its Subsidiaries as required by any
      Environmental Law or any governmental or other administrative agency;
provided
      that in
      any event the Borrower shall deliver to each Lender all notices received by
      the
      Borrower or any of its Subsidiaries from any government or governmental agency
      under, or pursuant to, CERCLA which identify the Borrower or any of its
      Subsidiaries as potentially responsible parties for remediation costs or which
      otherwise notify the Borrower or any of its Subsidiaries of potential liability
      under CERCLA.

     

    All
      such
      notices shall describe in reasonable detail the nature of the claim,
      investigation, condition, occurrence or removal or remedial action and the
      Borrower’s or such Subsidiary’s response thereto.

     

    
      
        
        

      

      
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    (j)  Debt
      Rating.
      Promptly upon, and in any event within three Business Days after, any Authorized
      Officer of the Borrower obtains knowledge of any change by Moody’s in the Debt
      Rating, notice of such change.

     

    (k)  Other
      Information.
      From
      time to time, such other information or documents (financial or otherwise)
      with
      respect to the Borrower or any of its Subsidiaries as the Administrative Agent
      or any Lender (through the Administrative Agent) may reasonably
      request.

     

    8.02  Books,
      Records and Inspections; Annual Meetings. 
       (a)
      The
      Borrower will, and will cause each of its Subsidiaries to, keep proper books
      of
      record and accounts in which full, true and correct entries in conformity with
      GAAP and all require-ments of law shall be made of all dealings and transactions
      in relation to its business and activities. The Borrower will, and will cause
      each of its Subsidiaries to, permit officers and designated representa-tives
      of
      the Administrative Agent or any Lender to visit and inspect, under guidance
      of
      officers of the Borrower or such Subsidiary, any of the properties of the
      Borrower or such Subsidiary, and to examine the books of account of the Borrower
      or such Subsidiary and discuss the affairs, finances and accounts of the
      Borrower or such Subsidiary with, and be advised as to the same by, its and
      their officers and independent accountants, all upon reasonable prior notice
      and
      at such reasonable times and inter-vals and to such reasonable extent as the
      Administrative Agent or any such Lender may reasonably request; provided
      that
      unless an Event of Default shall have occurred and be continuing, such visit
      and
      inspection by any Lender shall occur no more than one time per year.


     

    (b)  At
      a date
      to be mutually agreed upon between the Administrative Agent and the Borrower
      occurring on or prior to the 120th day after the close of each fiscal year
      of
      the Borrower, the Borrower will, at the request of the Administrative Agent,
      hold a meeting with all of the Lenders at which meeting will be reviewed the
      financial results of the Borrower and its Subsidiaries for the previous fiscal
      year and the budgets presented for the current fiscal year of the
      Borrower.

     

    8.03  Maintenance
      of Property; Insurance.  
       (a)
      The
      Borrower will, and will cause each of its Subsidiaries to, (i) keep all property
      necessary to the business of the Borrower and its Subsidi-aries in good working
      order and condition, ordinary wear and tear excepted, (ii) maintain with
      financially sound and reputable insurance companies insurance on all such
      property and against all such risks as is consistent and in accordance with
      industry practice for companies similarly situ-ated owning similar properties
      and engaged in similar businesses as the Borrower and its Subsidi-aries, and
      (iii) furnish to the Administrative Agent, upon its request therefor, full
      information as to the insurance carried. Such insurance shall include physical
      damage insurance on all real and personal property (whether now owned or
      here-after acquired) on an all risk basis and business interruption insurance.
      The provisions of this Sec-tion 8.03 shall be deemed supplemental to, but not
      duplicative of, the provisions of any Security Documents that require the
      maintenance of insurance. 

     

    (b)  The
      Borrower will, and will cause each of its Subsidiaries to, at all times keep
      its
      property insured in favor of the Collateral Agent, and all policies or
      certificates (or certified copies thereof) with respect to such insurance (and
      any other insurance maintained by the Borrower and/or such Subsidiaries to
      the
      extent reasonably requested by the Collateral Agent) (i) shall be endorsed
      to
      the Collateral Agent’s satisfaction for the benefit of the Collateral Agent
      (including, without limitation, by naming the Collateral Agent as loss payee
      and/or additional insured), (ii) shall state that such insurance policies shall
      not be canceled without at least 30 days’ prior written notice thereof by the
      respective insurer to the Collateral Agent, (iii) shall provide that the
      respective insurers irrevocably waive any and all rights of subrogation with
      respect to the Collateral Agent and the other Secured Creditors, and (iv) in
      the
      case of such certificates (or, if requested by the Administrative Agent, such
      policies), shall be deposited with the Collateral Agent.

     

    
      
        
        

      

      
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    (c)  If
      the
      Borrower or any of its Subsidiaries shall fail to maintain insurance in
      accordance with this Section 8.03, or if the Borrower or any of its Subsidiaries
      shall fail to so endorse and deposit all policies (if so requested by the
      Administrative Agent) or certificates with respect thereto, the Administrative
      Agent shall have the right (but shall be under no obligation) to procure such
      insurance and the Borrower agrees to reimburse the Administrative Agent for
      all
      reasonable costs and expenses of procuring such insurance.

     

    8.04  Existence;
      Franchises. 
       The Borrower will, and will cause each of its Subsidiaries to, do or cause
      to be done, all things necessary to preserve and keep in full force and effect
      its existence and its material rights, franchises, licenses, permits,
      copyrights, trademarks and patents; provided,
      however,
      that
      nothing in this Section 8.04 shall prevent (i) sales of assets and other
      trans-actions by the Borrower or any of its Subsidiaries in accordance with
      Section 9.02 or (ii) the with-drawal by the Borrower or any of its Subsidiaries
      of its qualification as a foreign corporation, partner-ship or limited liability
      company, as the case may be, or the termination or expiration of any franchise
      or license, in any jurisdiction if such withdrawal, termination or expiration,
      as the case may be, could not, either individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect.

     

    8.05  Compliance
      with Statutes, etc.   The
      Borrower will, and will cause each of its Subsidiaries to, comply with all
      applicable statutes, regulations and orders of, and all applicable restrictions
      imposed by, all governmental bodies, domestic or foreign, in respect of the
      conduct of its business and the ownership of its property (including applicable
      statutes, regulations, orders and restrictions relating to environmental
      standards and controls), except such noncompliances as could not, either
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect.

     

    8.06  Compliance
      with Environmental Laws.  
       (a)
      The
      Borrower will comply, and will cause each of its Subsidiaries to comply, with
      all Environmental Laws and permits applicable to, or required by, the ownership,
      lease or use of its Real Property now or hereafter owned, leased or operated
      by
      the Borrower or any of its Subsidiaries, except such noncompliances as could
      not, either individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect, and will promptly pay or cause to be paid all costs
      and
      expenses incurred in connection with such compliance, and will keep or cause
      to
      be kept all such Real Property free and clear of any Liens imposed pursuant
      to
      such Environmental Laws. Neither the Borrower nor any of its Subsidiaries will
      generate, use, treat, store, Release or dispose of, or permit the generation,
      use, treatment, storage, Release or disposal of, Hazardous Materials on any
      Real
      Property now or hereafter owned, leased or operated by the Borrower or any
      of
      its Subsidiaries, or transport or permit the transportation of Hazardous
      Materials to or from any such Real Property, except for Hazardous Materials
      gener-ated, used, treated, stored, Released or disposed of at any such Real
      Properties in compliance in all material respects with all applicable
      Environmental Laws and as required in connection with the normal operation,
      use
      and maintenance of the business or operations of the Borrower or any of its
      Subsidiaries.

     

    
      
        
        

      

      
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    (b)  (i)
      After
      the receipt by the Administrative Agent or any Lender of any notice of the
      type
      described in Section 8.01(i), (ii) at any time that the Borrower or any of
      its
      Subsidiaries are not in compliance with Section 8.06(a) or (iii) in the event
      that the Administrative Agent or the Lenders have exercised any of the remedies
      pursuant to the last paragraph of Section 10, the Borrower will (in each case)
      provide, at the sole expense of the Borrower and at the request of the
      Administrative Agent, an environmental site assessment report concerning any
      Real Property owned, leased or operated by the Borrower or any of its
      Subsidiaries, prepared by an environmental consulting firm reasonably approved
      by the Administrative Agent, indicating the presence or absence of Hazardous
      Materials and the potential cost of any removal or remedial action in connection
      with such Hazardous Materials on such Real Property. If the Borrower fails
      to
      provide the same within 30 days after such request was made, the Administrative
      Agent may order the same, the cost of which shall be borne by the Borrower,
      and
      the Borrower shall grant, and hereby grants, to the Administrative Agent and
      the
      Lenders and their respective agents access to such Real Property and
      specifically grants the Administrative Agent and the Lenders an irrevocable
      non-exclusive license, subject to the rights of tenants, to undertake such
      an
      assessment at any reasonable time upon rea-son-able notice to the Borrower,
      all
      at the sole expense of the Borrower.

     

    
      
        
        

      

      
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    8.07  ERISA.  
       As soon as possible and, in any event, within ten days after the Borrower,
      any Subsidiary of the Borrower or any ERISA Affiliate knows or has reason to
      know of the occurrence of any of the following, the Borrower will deliver to
      each of the Lenders a certificate of an Authorized Representative of the
      Borrower setting forth the full details as to such occurrence and the action,
      if
      any, that the Borrower, such Subsidiary or such ERISA Affiliate is required
      or
      proposes to take, together with any notices required or proposed to be given
      or
      filed by the Borrower, such Subsidiary, the Plan administrator or such ERISA
      Affiliate to or with the PBGC or any other governmental agency, or a Plan
      participant and any notices received by the Borrower, such Subsidiary or such
      ERISA Affiliate from the PBGC or any other government agency, or a Plan
      participant with respect thereto: that a Reportable Event has occurred (except
      to the extent that the Borrower has previously delivered to the Lenders a
      certificate and notices (if any) concerning such event pursuant to the next
      clause hereof); that a contributing sponsor (as defined in Section 4001(a)(13)
      of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance
      reporting requirement of PBGC Regulation Section 4043.61 (without regard to
      subparagraph (b)(1) thereof), and an event described in subsection .62, .63,
      .64, .65 (unless notice is waived under .65), .66, .67 or .68 of PBGC Regulation
      Section 4043 is reasonably expected to occur with respect to such Plan within
      the following 30 days; that an accumulated funding deficiency, within the
      meaning of Section 412 of the Code or Section 302 of ERISA, has been incurred
      or
      an application may be or has been made for a waiver or modification of the
      minimum funding standard (including any required installment payments) or an
      extension of any amortization period under Section 412 of the Code or Section
      303 or 304 of ERISA with respect to a Plan; that any contribution required
      to be
      made with respect to a Plan or Foreign Pension Plan has not been timely made;
      that a Plan has been or may be terminated, reorganized, partitioned or declared
      insolvent under Title IV of ERISA; that a Plan has an Unfunded Current
      Liability; that proceedings may be or have been instituted to terminate or
      appoint a trustee to administer a Plan which is subject to Title IV of ERISA;
      that a proceeding has been instituted pursuant to Section 515 of ERISA to
      collect a delinquent contribution to a Plan; that the Borrower, any Subsidiary
      of the Borrower or any ERISA Affiliate will or may incur any liability
      (includ-ing any indirect, contingent, or secondary liability) to or on account
      of the termination of or with-drawal from a Plan under Section 4062, 4063,
      4064,
      4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section
      401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i) or 502(l)
      of
      ERISA; that the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate
      will or could reasonably be expected to incur any material liability with
      respect to a group health plan (as defined in Section 607(1) of ERISA or Section
      4980B(g)(2) of the Code) under Section 4980B of the Code; or that the Borrower
      or any Subsidiary of the Borrower is reasonably expected to incur material
      liability pursuant to any employee welfare benefit plan (as defined in Section
      3(1) of ERISA) that provides benefits to retired employees or other former
      employees (other than as required by Section 601 of ERISA) or any Plan or any
      Foreign Pension Plan. The Borrower will deliver to each of the Lenders copies
      of
      any records, docu-ments or other information that must be furnished to the
      PBGC
      with respect to any Plan pursuant to Section 4010 of ERISA. The Borrower will
      also deliver to each of the Lenders a complete copy of the annual report (on
      Internal Revenue Service Form 5500-series) of each Plan (including, to the
      extent required, the related financial and actuarial statements and opinions
      and
      other supporting statements, certifica-tions, schedules and information)
      required to be filed with the Internal Revenue Service. In addi-tion to any
      certificates or notices delivered to the Lenders pursuant to the first sentence
      hereof, copies of annual reports and any records, docu-ments or other
      information required to be furn-ished to the PBGC or any other governmental
      agency, and any material notices received by the Borrower, any Subsidiary of
      the
      Borrower or any ERISA Affiliate with respect to any Plan or Foreign Pension
      Plan
      or received from any govern-mental agency or plan administrator or sponsor
      or
      trustee with respect to any multiemployer plan (as defined in Section 4001(a)(3)
      of ERISA), shall be delivered to the Lenders no later than ten days after the
      date such annual report has been filed with the Internal Revenue Service or
      such
      records, documents and/or information has been furnished to the PBGC or any
      other governmental agency or such notice has been received by the Borrower,
      the
      respective Subsidiary or the ERISA Affiliate, as applicable. The Borrower will
      ensure, and cause each of its applicable Subsidiaries to ensure, that all
      Foreign Pension Plans administered by it or into which it makes payments obtains
      or retains (as applicable) registered status under and as required by applicable
      law and is adminis-tered in a timely manner in all respects in compliance with
      all applicable laws except where the failure to do any of the foregoing could
      not, either individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect. If, at any time after the Initial Borrowing Date,
      the
      Borrower, any Subsidiary of the Borrower or any ERISA Affiliate maintains,
      or
      contributes to (or incurs an obligation to contribute to), a pension plan as
      defined in Section 3(2) of ERISA which is not set forth in Schedule 7.10, as
      may
      be updated from time to time, then the Borrower shall deliver to the Lenders
      an
      updated Schedule 7.10 as soon as possible and, in any event, within ten (10)
      days after the Borrower, such Subsidiary or such ERISA Affiliate maintains,
      or
      contributes to (or incurs an obligation to contribute to), such pension plan.
      Such updated Schedule 7.10 shall supersede and replaced the existing Schedule
      7.10.

     

    8.08  End
      of
      Fiscal Years; Fiscal Quarters.  
       The Borrower will cause (i) each of its, and each of its Subsidiaries’,
      fiscal years to end on December 31 of each year and (ii) each of its, and each
      of its Subsidiaries’, fiscal quarters to end on dates which are consistent with
      a fiscal year end as described above.


    
      
        
        

      

      
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    8.09  Performance
      of Obligations.  
       The Borrower will, and will cause each of its Subsidiaries to, perform all
      of its obligations under the terms of each mortgage, indenture, security
      agreement, loan agreement or credit agreement and each other agreement, contract
      or instrument by which it is bound, except such non-performances as could not,
      either individually or in the aggregate, reasonably be expected to have a
      Material Adverse Effect.

     

    8.10  Payment
      of Taxes.  
       The Borrower will pay and discharge, and will cause each of its
      Subsidiaries to pay and discharge, all material taxes, assessments and
      governmental charges or levies imposed upon it or upon its income or profits
      or
      upon any properties belonging to it, in each case on a timely basis, and all
      lawful claims which, if unpaid, would or would reasonably be expected to, become
      a Lien or charge upon any properties of the Borrower or any of its Subsidiaries
      not otherwise permitted under Section 9.01(i); provided
      that
      neither the Borrower nor any of its Subsidiaries shall be required to pay any
      such tax, assessment, charge, levy or claim which is being contested in good
      faith and by proper proceed-ings if it has maintained adequate reserves with
      respect thereto in accordance with GAAP.

     

    8.11  Use
      of
      Proceeds.  
       The Borrower will use the proceeds of the Term Loans only as provided in
      Section 7.08.

     

    8.12  Additional
      Security; Further Assurances; etc.    (a)
      The
      Borrower will, and will cause each of the other Credit Parties to, grant to
      the
      Collateral Agent for the benefit of the Secured Creditors security interests
      and
      Mortgages in such of the Borrower’s and such other Credit Parties’ assets,
      properties and owned real properties having a Fair Market Value in excess of
      $5,000,000 as are not covered by the original Security Documents and as may
      be
      reason-ably requested from time to time by the Admin-is-trative Agent or the
      Required Lenders (collectively, the “Additional
      Security Documents”);
      provided
      that the
      Credit Parties shall not be required to grant Liens on assets that are subject
      to express exclusions in the Security Documents until (and then to the extent)
      such exclusions are no longer applicable. All such security interests and
      Mortgages shall be granted pursuant to documenta-tion reasonably satisfactory
      in
      form and substance to the Administrative Agent and shall constitute valid and
      enforceable perfected security interests and Mortgages superior to and prior
      to
      the rights of all third Persons and subject to no other Liens except for
      Permitted Liens. The Borrower shall cause the Additional Security Documents
      or
      instruments related thereto to be duly recorded or filed in such manner and
      in
      such places as are required by law to establish, perfect, preserve and protect
      the Liens in favor of the Collateral Agent required to be granted pursuant
      to
      the Additional Security Documents and all taxes, fees and other charges payable
      in connection therewith shall have been paid in full. The Borrower shall make
      arrangements to ensure that all such recordations and filings made pursuant
      to
      this Section 8.12 or any of the Security Documents or Additional Security
      Documents are made at least one Business Day before any equivalent recordations
      or filings are made pursuant to the Second-Lien Note Documents.

     

    (b)  The
      Borrower will, and will cause each of the other Credit Parties to, at the
      expense of the Borrower and the Credit Parties, make, execute, endorse,
      acknowledge, file and/or deliver to the Collateral Agent from time to time
      such
      vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
      statements, transfer endorsements, powers of attorney, certificates, real
      property surveys, reports, landlord waivers, bailee agreements, control
      agreements and other assurances or instruments and take such further steps
      relating to the Collateral covered by any of the Security Documents as the
      Collateral Agent may reasonably require. Furthermore, the Borrower will, and
      will cause the other Credit Parties to, deliver to the Collateral Agent such
      opinions of counsel, title insurance and other related docu-ments as may be
      reasonably requested by the Administrative Agent to assure itself that this
      Sec-tion 8.12 has been complied with.

     

    
      
        
        

      

      
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    (c)  If
      the
      Administrative Agent or the Required Lenders reasonably determine that they
      are
      required by law or regulation to have appraisals prepared in respect of any
      Real
      Property of the Borrower and its Subsidiaries constituting Collateral, the
      Borrower will, at its own expense, provide to the Administrative Agent
      appraisals which satisfy the applicable requirements of the Real Estate
      Appraisal Reform Amendments of the Financial Institution Reform, Recovery and
      Enforcement Act of 1989, as amended, and which shall otherwise be in form and
      substance reasonably satisfactory to the Administrative Agent.

     

    (d)  The
      Borrower shall complete each action required by clauses (a) through (c) of
      this
      Section 8.12 as soon as possible, but in no event later than 60 days after
      such
      action is requested to be taken by the Administrative Agent, the Collateral
      Agent or the Required Lenders; provided
      that, in
      no event will the Borrower or any of its Subsidiaries be required to take any
      action, other than using its commercially reasonable efforts, to obtain consents
      from third parties with respect to its compliance with this Section
      8.12.

     

    8.13  Ownership
      of Subsidiaries; etc.    The
      Borrower will, and will cause each of its Subsidiaries to, own 100% of the
      capital stock and other Equity Interests of each of their Subsidiaries (other
      than directors’ qualifying shares to the extent required by applicable law);
provided,
      however,
      that
      the foregoing shall not prohibit the Borrower and/or its Wholly-Owned
      Subsidiaries owning Equity Interests in any Non-Wholly-Owned Subsidiary acquired
      after the Initial Borrowing Date so long as all Investments therein made by
      the
      Borrower and its Subsidiaries are justified pursuant to clause (xii) or (xiii)
      of Section 9.05.

     

    8.14  Corporate
      Separateness.  
       The Borrower will, and will cause each of its Subsidiaries to, (i) take
      all action as is necessary to keep the operations of the Borrower and its
      Subsidiaries separate and apart from those of any Unrestricted Subsidiaries
      and
      (ii) satisfy customary corporate formalities, including, as applicable, the
      holding of regular board of directors’ and shareholders’ meetings or action by
      directors or shareholders without a meeting and the maintenance of corporate
      offices and records. Neither the Borrower nor any other Credit Party shall
      make
      any payment to a creditor of any Unrestricted Subsidiary in respect of any
      liability of any Unrestricted Subsidiary, and no bank account of any
      Unrestricted Subsidiary shall be commingled with any bank account of the
      Borrower or any other Credit Party. Any and all financial statements distributed
      to any creditors of any Unrestricted Subsidiary shall clearly establish or
      indicate the corporate separateness of such Unrestricted Subsidiary from the
      Borrower and its other Subsidiaries. Each Unrestricted Subsidiary shall pay
      its
      respective liabilities, including administrative expenses, from its own separate
      assets, and the assets of the Borrower and its Subsidiaries shall at all times
      be separately identified and segregated from the assets of Unrestricted
      Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall take any
      action, or conduct its affairs in a manner, which is likely to result in the
      corporate existence of the Borrower or any of its Subsidiaries being ignored,
      or
      in the assets and liabilities of the Borrower or any of its Subsidiaries being
      substan-tively consolidated with those of any other such Person in a bankruptcy,
      reorganization or other insolvency proceeding. 

     

    
      
        
        

      

      
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    8.15  Permitted
      Acquisitions.  
       (a)
      Subject
      to the provisions of this Section 8.15 and the requirements contained in the
      definition of Permitted Acquisition, the Borrower and each Wholly-Owned Domestic
      Subsidiary Guarantor may from time to time effect Permitted Acquisitions, so
      long as (in each case except to the extent the Required Lenders otherwise
      specifically agree in writing in the case of a specific Permitted Acquisition):
      (i) no Default or Event of Default shall have occurred and be continuing at
      the
      time of the consummation of the proposed Permitted Acquisition or immediately
      after giving effect thereto; (ii) the Borrower shall have given to the
      Administrative Agent and the Lenders at least 10 Business Days’ prior written
      notice of any Permitted Acquisition (or such shorter period of time as may
      be
      reasonably acceptable to the Administrative Agent), which notice shall describe
      in reasonable detail the principal terms and conditions of such Permitted
      Acquisition; (iii) calculations are made by the Borrower with respect to the
      Financial Covenants for the respective Calculation Period on a Pro Forma
      Basis as
      if the respective Permitted Acquisition (as well as all other Permitted
      Acquisitions and Material Asset Sales theretofore consummated after the first
      day of such Calculation Period) had occurred on the first day of such
      Calculation Period, and such calculations shall show that the Financial
      Covenants would have been complied with if the Permitted Acquisition had
      occurred on the first day of such Calculation Period; (iv) based on good faith
      projections prepared by the Borrower for the period from the date of the
      consummation of the respective Permitted Acquisition to the date which is one
      year thereafter, the level of financial performance measured by the Financial
      Covenants shall be better than or equal to such level as would be required
      to
      provide that no Default or Event of Default would exist under the Financial
      Covenants as compliance with the Financial Covenants would be required through
      the date which is one year from the date of the consum-ma-tion of the respective
      Permitted Acquisition; (v) all representations and warranties contained herein
      and in the other Credit Documents shall be true and correct in all material
      respects with the same effect as though such representations and warranties
      had
      been made on and as of the date of such Permitted Acquisition (both before
      and
      after giving effect thereto), unless stated to relate to a specific earlier
      date, in which case such representations and warranties shall be true and
      correct in all material respects as of such earlier date; (vi) the Aggregate
      Consid-eration for all Permitted Acquisitions consummated after the Initial
      Borrowing Date shall not exceed $100,000,000; (vii) the aggregate amount of
      deferred compensation or other deferred purchase price (including any earn-outs,
      but excluding customary working capital, net worth or similar purchase price
      adjustments) paid in any fiscal year of the Borrower in respect of all Permitted
      Acquisitions (whether or not such Permitted Acquisitions were consummated during
      such fiscal year) shall not exceed $1,000,000 (it being understood and agreed,
      however, that any such deferred compensation or other deferred purchase price
      (including any earn-outs but excluding any covenants not to compete) shall
      be
      structured as a multiple of the excess of the cash flow of the Acquired Entity
      or Business that is the subject of the respective Permitted Acquisition for
      the
      most recently ended 12-month period above the cash flow for such Acquired Entity
      or Business for such 12-month period selected to determine the purchase price
      for such Permitted Acquisition); (viii) immediately after giving effect to
      such
      Permitted Acquisition, the Unrestricted cash and Cash Equivalents of the
      Borrower and its Subsidiaries equal or exceed $25,000,000; (ix) the Consolidated
      EBITDA of the Acquired Entity or Business for the respective Calculation Period
      calculated on a Pro Forma
      Basis
      shall be greater than $0; and (x) the Borrower shall have delivered to the
      Administrative Agent and each Lender a certif-icate exe-cuted by its chief
      financial officer, certify-ing to the best of such officer’s knowledge,
      compli-ance with the require-ments of preceding clauses (i) through (ix),
      inclu-sive, and containing the calcula-tions (in reason-able detail) required
      by
      preceding clauses (iii), (iv), (vi), (vii), (viii) and (ix). 

     

    
      
        
        

      

      
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    (b)  At
      the
      time of each Permitted Acquisition involving the creation or acquisi-tion of
      a
      Subsidiary, or the acquisition of other Equity Interests of any Person, the
      Equity Interests thereof created or acquired in connection with such Permitted
      Acquisition shall be pledged for the benefit of the Secured Creditors pursuant
      to (and to the extent required by) the Pledge Agreement.

     

    (c)  The
      Borrower will cause each Subsidiary which is formed to effect, or is acquired
      pursuant to, a Permitted Acquisition to comply with, and to execute and deliver
      all of the documentation as and to the extent required by, Sections 8.12 and
      9.14, to the reasonable satisfaction of the Administrative Agent.

     

    (d)  The
      consummation of each Permitted Acquisition shall be deemed to be a
      representation and warranty by the Borrower that the certifications pursu-ant
      to
      this Section 8.15 are true and correct and that all conditions thereto have
      been
      satisfied and that same is permitted in accordance with the terms of this
      Agreement, which representation and warranty shall be deemed to be a
      repre-sentation and warranty for all purposes hereunder, includ-ing, without
      limitation, Sections 7 and 10.

     

    8.16  Ratings.  
       The Borrower shall at all times maintain a senior secured financing rating
      (of any level) from Moody’s with respect to the Loans.

     

    8.17  Designation
      of Subsidiaries.  
       The board of directors of the Borrower may at any time designate any
      Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as
      a
      Restricted Subsidiary; provided
      that (i)
      immediately before and after such designation, no Default or Event of Default
      shall have occurred and be continuing, (ii) immediately after giving effect
      to
      such designation, the Borrower shall be in compliance, on a Pro Forma Basis,
      with the Financial Covenants (and, as a condition precedent to the effectiveness
      of any such designation, the Borrower shall deliver to the Administrative Agent
      a certificate setting forth in reasonable detail the calculations demonstrating
      such compliance), (iii) in the case of any Unrestricted Subsidiary directly
      owned by the Borrower or any Restricted Subsidiary, 100% of the Equity Interests
      of such newly-designated Unrestricted Subsidiary are owned by the Borrower
      or
      such Restricted Subsidiary, (iv) such Subsidiary shall have entered into the
      Tax
      Allocation Agreement, (v) no Subsidiary may be designated as an Unrestricted
      Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Existing
      Second-Lien Note Documents or any Permitted Subordinated Debt Documents, as
      applicable, and (vi) no Subsidiary may be designated as an Unrestricted
      Subsidiary if it was previously designated an Unrestricted Subsidiary. The
      designation (i) of any Subsidiary as an Unrestricted Subsidiary shall constitute
      an Investment by the Borrower therein at the time of such designation in an
      amount equal to the net book value of the Borrower’s or its respective
      Subsidiaries’ (as applicable) investment therein and (ii) of any Unrestricted
      Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the
      time of such designation of any Indebtedness or Liens of such Subsidiary
      existing at such time, and in the case of each such designation shall only
      be
      permitted if the respective Investment or incurrence of Indebtedness or Liens
      is
      permitted under Section 9.03, 9.04 or 9.05, as the case may be. 

     

    
      
        
        

      

      
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    SECTION
      9.  Negative
      Covenants.  
       The Borrower hereby covenants and agrees that on and after the Effective
      Date and until the Total Commitment and all Letters of Credit have terminated
      and the Loans, Notes and Unpaid Drawings (in each case, together with interest
      thereon), Fees and all other Obligations (other than any indemnities described
      in Section 13.13 which are not then due and payable) incurred hereunder and
      thereunder, are paid in full:

     

    9.01  Liens.  
       The Borrower will not, and will not permit any of its Subsidiaries to,
      create, incur, assume or suffer to exist any Lien upon or with respect to any
      property or assets (real or personal, tangible or intangible) of the Borrower
      or
      any of its Subsidiaries, whether now owned or hereafter acquired, or sell any
      such property or assets subject to an understanding or agreement, contingent
      or
      otherwise, to repurchase such property or assets (including sales of accounts
      receiv-able with recourse to the Borrower or any of its Subsidiaries), or assign
      any right to receive income or consent to the filing of any financing statement
      under the UCC or any other similar notice of Lien under any similar recording
      or
      notice statute; provided
      that the
      provisions of this Section 9.01 shall not prevent the creation, incurrence,
      assumption or existence of the following (Liens described below are herein
      referred to as “Permitted
      Liens”):

     

    (i)  inchoate
      Liens for taxes, assessments or governmental charges or levies not yet due
      or
      Liens for taxes, assessments or governmental charges or levies being contested
      in good faith and by appropriate proceedings for which adequate reserves have
      been established in accordance with GAAP;

     

    (ii)  Liens
      in
      respect of property or assets of the Borrower or any of its Subsidiaries imposed
      by law, which were incurred in the ordinary course of business and do not secure
      Indebtedness for borrowed money, such as carriers’, warehousemen’s,
      materialmen’s and mechanics’ liens and other similar Liens arising in the
      ordinary course of business, and (x) which do not in the aggregate
      materially detract from the value of the Borrower’s or such Subsidiary’s
      property or assets or materially impair the use thereof in the operation of
      the
      business of the Borrower or such Subsidiary or (y) which are being
      contested in good faith by appropriate proceedings, which proceedings have
      the
      effect of preventing the forfeiture or sale of the property or assets subject
      to
      any such Lien;

     

    (iii)  Liens
      in
      existence on the Initial Borrowing Date which are listed, and the property
      subject thereto described, in Schedule 9.01(iii), plus renewals, replacements
      and extensions of such Liens, provided
      that (x)
      the aggregate principal amount of the Indebtedness, if any, secured by such
      Liens does not increase from that amount outstand-ing at the time of any such
      renewal, replacement or extension and (y) any such renewal, replacement or
      extension does not encumber any additional assets or properties of the Borrower
      or any of its Subsidiaries;

     

    (iv)  Liens
      created by or pursuant to (x) this Agreement and the Security Documents and
      (y)
      the Existing Second-Lien Note Documents, so long as the Liens created pursuant
      to the Existing Second-Lien Note Documents are limited to assets constituting
      Collateral pursuant to the Security Documents and are at all times subordinated
      to the Liens pursuant to the Security Documents on the terms provided in the
      Intercreditor Agreement; 

     

    
      
        
        

      

      
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    (v)  licenses,
      sublicenses, leases or subleases granted to other Persons not materi-ally
      interfering with the conduct of the business of the Borrower or any of its
      Subsidiaries;

     

    (vi)  Liens
      upon assets of the Borrower or any of its Subsidiaries subject to Capitalized
      Lease Obligations permitted by Sec-tion 9.04(iii), provided
      that (x)
      such Liens only serve to secure the payment of Indebt-edness arising under
      such
      Capitalized Lease Obligation and (y) the Lien encumber-ing the asset giving
      rise
      to the Capitalized Lease Obligation does not encumber any other asset of the
      Borrower or any Subsidiary of the Borrower;

     

    (vii)  Liens
      placed upon equipment or machinery acquired after the Initial Borrow-ing Date
      and used in the ordinary course of business of the Borrower or any of its
      Subsidiaries and placed at the time of the acquisition thereof by the Borrower
      or such Subsidiary or within 180 days thereafter to secure Indebtedness incurred
      to pay all or a portion of the purchase price thereof or to secure Indebtedness
      incurred solely for the purpose of financ-ing the acquisition of any such
      equipment or machinery or extensions, renewals or replace-ments of any of the
      foregoing for the same or a lesser amount, provided
      that (x)
      the Indebtedness secured by such Liens is permitted by Section 9.04(iii) and
      (y)
      in all events, the Lien encumbering the equipment or machinery so acquired
      does
      not encumber any other asset of the Borrower or such Subsidiary;

     

    (viii)  easements,
      rights-of-way, restrictions, encroachments and other similar charges or
      encumbrances, and minor title deficiencies, in each case not securing
      Indebted-ness and not materially interfering with the conduct of the business
      of
      the Borrower or any of its Subsidiaries;

     

    (ix)  Liens
      arising from precautionary UCC financing statement filings regarding operating
      leases entered into in the ordinary course of business;

     

    (x)  Liens
      arising out of the existence of judgments or awards in respect of which the
      Borrower or any of its Subsidiaries shall in good faith be prosecuting an appeal
      or proceed-ings for review and in respect of which there shall have been secured
      a subsisting stay of execution pending such appeal or proceedings, provided
      that the
      aggregate amount of all cash (including the stated amount of all letters of
      credit) and the Fair Market Value of all other property subject to such Liens
      does not exceed $1,000,000 at any time outstanding;

     

    (xi)  statutory
      and common law landlords’ liens under leases to which the Borrower or any of its
      Subsidiaries is a party; 

     

    (xii)  Liens
      (other than Liens imposed under ERISA), including deposits,
      incurred in the ordinary course of business in connection with workers
      compensation claims, unemployment insur-ance and social security benefits and
      Liens securing the performance of bids, tenders, leases and contracts in the
      ordinary course of business, statutory obligations, surety bonds, performance
      bonds and other obligations of a like nature incurred in the ordinary course
      of
      business and consistent with past practice
      (exclusive of obligations in respect of the pay-ment for borrowed money),
provided
      that the
      aggregate amount of all cash and the Fair Market Value of all other property
      subject to all Liens permitted by this clause (xii) shall not at any time exceed
      $5,000,000;

     

    
      
        
        

      

      
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    (xiii)  Permitted
      Encumbrances; 

     

    (xiv)  Liens
      on
      property or assets acquired pursuant to a Permitted Acquisition, or on property
      or assets of a Subsidiary of the Borrower in existence at the time such
      Subsidiary is acquired pursuant to a Permitted Acquisition, provided
      that (x)
      any Indebtedness that is secured by such Liens is permitted to exist under
      Section 9.04(v), and (y) such Liens are not incurred in connection with, or
      in
      contemplation or anticipation of, such Permitted Acquisition and do not attach
      to any other asset of the Borrower or any of its Subsidiaries;

     

    (xv)  restrictions
      on the transfer or pledge of assets contained in any FCC License or imposed
      by
      the Communications Act, comparable state or local legislation, regulations
      or
      ordinances or the terms of cable TV franchises;

     

    (xvi)  Liens
      consisting of customary options, calls, puts or restrictions on transfer
      relating to Equity Interests of Non-Wholly Owned Subsidiaries and arising under
      joint venture arrangements with other holders (other than the Borrower and
      its
      Affiliates) of such Equity Interests; 

     

    (xvii)  sales
      or
      other transfers of Receivables pursuant to, and Liens existing or deemed to
      exist in connection with, Permitted Receivables Securitizations permitted by
      Section 9.04(ix); and

     

    (xviii)  other
      Liens, so long as neither the aggregate Fair Market Value of all assets subject
      thereto, nor the aggregate amount of Indebtedness or other obligations secured
      thereby, exceeds $5,000,000.

     

    In
      connection with the granting of Liens of the type described in clauses (vi),
      (vii), (xiv), (xvii) and (xviii) of this Section 9.01 by the Borrower of any
      of
      its Subsidiaries, the Administrative Agent and the Collateral Agent shall be
      authorized to take any actions deemed appropriate by it in connection therewith
      (includ-ing, without limitation, by executing appropriate lien releases or
      lien
      subordina-tion agree-ments in favor of the holder or holders of such Liens,
      in
      either case solely with respect to the item or items of equipment or other
      assets subject to such Liens; provided the Collateral Agent may require that
      appropriate similar lien releases and/or subordination agreements be executed
      with respect to the Second-Lien Note Documents).

     

    9.02  Consolidation,
      Merger, Purchase or Sale of Assets, etc.    
The
      Borrower will not, and will not permit any of its Subsidiaries to, wind up,
      liquidate or dissolve its affairs or enter into any partnership, joint venture,
      or transaction of merger or consolidation, or convey, sell, lease or otherwise
      dispose of all or any part of its property or assets, or enter into any
      sale-leaseback transactions, or purchase or otherwise acquire (in one or a
      series of related transactions) any part of the property or assets (other than
      purchases or other acquisitions of inventory, materials and equipment in the
      ordinary course of business) of any Person (or agree to do any of the foregoing
      at any future time), except that:

     

    
      
        
        

      

      
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    (i)  Capital
      Expenditures by the Borrower and its Subsidiaries shall be permitted to the
      extent not in violation of Section 9.07;

     

    (ii)  each
      of
      the Borrower and its Subsidiaries may make sales of inventory in the ordinary
      course of business or sales of goods that have become worn-out, obsolete or
      damaged and as a result are unsuitable for use in connection with the business
      of the Borrower and its Subsidiaries;

     

    (iii)  Investments
      may be made to the extent permitted by Section 9.05;

     

    (iv)  the
      Borrower and its Subsidiaries may sell assets (other than Equity Interests
      of
      any Subsidiary or Unrestricted Subsidiary that is less than all of the Equity
      Interests in such Subsidiary or Unrestricted Subsidiary that are owned by the
      Borrower and its Subsidiaries) or make Permitted Asset Exchanges in accordance
      with the definition thereof, so long as (v) no Default or Event of Default
      then
      exists or would result therefrom, (w) each such sale (and each such
      Permitted Asset Exchange) is in an arm’s-length transaction and the Borrower or
      the respective Subsidiary receives at least Fair Market Value therefor, (x)
      other than in the case of a Permitted Asset Exchange, at least 75% of the
      Total Consideration received by the Borrower or such Subsidiary consists of
      cash and is paid at the time of the closing of such sale, (y) the Net Sale
      Proceeds therefrom are applied and/or reinvested as (and to the extent) required
      by Section 4.02(d) and (z) after giving effect to each such sale or
      Permitted Asset Exchange (as the case may be), the sum of (I) aggregate amount
      of the proceeds (or, in the case of a Permitted Asset Exchange, the Fair Market
      Value of the assets sold or otherwise transferred by the Borrower or the
      respective Subsidiary pursuant to such Permitted Asset Exchange) received from
      each such sale or such Permitted Asset Exchange (as the case may be), (II)
      the
      aggregate amount of all proceeds received from all other assets previously
      sold
      pursuant to this clause (iv) and (III) the aggregate Fair Market Value of all
      assets sold or otherwise transferred by the Borrower or the respective
      Subsidiary pursuant to Permitted Asset Exchanges effected pursuant to this
      clause (iv), shall not exceed 10% of Consolidated Net Tangible Assets as of
      the
      fiscal quarter or year (as the case may be) of the Borrower ended most recently
      prior to such sale or Permitted Asset Exchange for which financial statements
      shall have been delivered pursuant to Section 8.01(a) or (b), as the case may
      be; 

     

    (v)  each
      of
      the Borrower and its Subsidiaries may lease (as lessee) or license (as licensee)
      real or personal property (so long as any such lease or license does not create
      a Capitalized Lease Obligation except to the extent permitted by
      Section 9.04(iii));

     

    (vi)  each
      of
      the Borrower and its Subsidiaries may sell or discount, in each case without
      recourse and in the ordinary course of business, accounts receivable arising
      in
      the ordinary course of business, but only in connection with the compromise
      or
      collection thereof and not as part of any financing transaction;

     

    (vii)  each
      of
      the Borrower and its Subsidiaries may grant licenses, sublicenses, leases or
      subleases to other Persons not materially interfering with the conduct of the
      busi-ness of the Borrower or any of its Subsidiaries, in each case so long
      as no
      such grant otherwise affects the Collateral Agent’s security interest in the
      asset or property subject thereto; 

     

    
      
        
        

      

      
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    (viii)  any
      Subsidiary of the Borrower may merge with and into, or be dissolved or
      liquidated into, the Borrower or any Wholly-Owned Domestic Subsidiary Guarantor
      so long as (i) in the case of any such merger, dissolution or liquidation
      involving the Borrower, the Borrower is the surviving corporation of such
      merger, dissolution or liquidation, (ii) in all other cases, the Wholly-Owned
      Domestic Subsidiary Guarantor is the surviving corporation of any such merger,
      dissolution or liquidation, and (iii) in all cases, the security interests
      granted to the Collateral Agent for the benefit of the Secured Creditors
      pursuant to the Security Documents in the assets of such Subsidiary shall remain
      in full force and effect and perfected (to at least the same extent as in effect
      immediately prior to such merger, dissolu-tion or liquidation); 

     

    (ix)  Permitted
      Acquisitions may be made to the extent permitted by
      Section 8.15;

     

    (x)  sales,
      transfers and other dispositions of Receivables and Related Assets pursuant
      to
      Permitted Receivables Securitizations permitted by Section
      9.04(ix);

     

    (xi)  sales,
      transfers and dispositions (and purchases and acquisitions) by the Borrower
      or
      any Wholly-Owned Domestic Subsidiary Guarantor to (or from, as the case may
      be)
      the Borrower or a Wholly-Owned Domestic Subsidiary Guarantor shall be
      permitted;

     

    (xii)  the
      sale,
      transfer or other disposition (including pursuant to a Permitted Asset Exchange
      made in accordance with the definition thereof) of all or substantially all
      the
      Los Angeles Assets in a single transaction or series of related transactions
      shall be permitted, so long as (w) no Default or Event of Default then exists
      or
      would result therefrom, (x) each such sale is in an arm’s-length transaction and
      the Borrower or the respective Subsidiary receives at least Fair Market Value
      therefor, (y) other than in the case of a Permitted Asset Exchange, at least
      75%
      of the Total Consideration received by the Borrower and its Subsidiaries
      consists of cash paid at the time of the closing of such sale or disposition
      and
      (z) the Net Sale Proceeds therefrom are applied to prepay Loans to the extent
      required by Section 4.02(d) or reinvested in accordance with the provisions
      thereof;

     

    (xiii)  the
      sale,
      transfer or other disposition (including pursuant to a Permitted Asset Exchange
      made in accordance with the definition thereof) of all or substantially all
      the
      San Francisco Assets in a single transaction or series of related transactions
      shall be permitted, so long as (w) no Default or Event of Default then exists
      or
      would result therefrom, (x) each such sale is in an arm’s-length transaction and
      the Borrower or the respective Subsidiary receives at least Fair Market Value
      therefor, (y) other than in the case of a Permitted Asset Exchange, at least
      75%
      of the Total Consideration received by the Borrower and its Subsidiaries
      consists of cash paid at the time of the closing of such sale or disposition
      and
      (z) the Net Sale Proceeds therefrom are applied to prepay Loans to the extent
      required by Section 4.02(d) or reinvested in accordance with the provisions
      thereof;

     

    (xiv)  the
      sale,
      transfer or other disposition (including pursuant to a Permitted Asset Exchange
      made in accordance with the definition thereof) of all or substantially all
      the
      Chicago Assets in a single transaction or series of related transactions shall
      be permitted, so long as (w) no Default or Event of Default then exists or
      would
      result therefrom, (x) each such sale is in an arm’s-length transaction and the
      Borrower or the respective Subsidiary receives at least Fair Market Value
      therefor, (y) other than in the case of a Permitted Asset Exchange, at least
      75%
      of the Total Consideration received by the Borrower and its Subsidiaries
      consists of cash paid at the time of the closing of such sale or disposition
      and
      (z) the Net Sale Proceeds therefrom are applied to prepay Loans to the extent
      required by Section 4.02(d) or reinvested in accordance with the provisions
      thereof; and

     

    
      
        
        

      

      
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    (xv)  the
      Borrower and its Subsidiaries may make a sale of any fixed or capital assets
      that is made for cash consideration in an amount not less than the cost of
      such
      fixed or capital asset and is consummated within 270 days after the Borrower
      or
      such Subsidiary acquires or completes the construction of such fixed or capital
      asset and thereafter rent or lease such property or other property that it
      intends to use for substantially the same purpose as the sold property;
provided
      that the
      sum of the aggregate amount of Attributable Debt in respect of all such sale
      and
      leaseback transactions of the Borrower and its Subsidiaries shall not exceed
      $3,000,000 at any time outstanding.

     

    To
      the
      extent the Required Lenders waive the provisions of this Section 9.02 with
      respect to the sale of any Collateral, or any Collateral is sold as permitted
      by
      this Section 9.02 (other than to the Borrower or a Subsidiary thereof), such
      Collateral shall be sold free and clear of the Liens created by the Security
      Documents (so long as also sold free and clear of the Liens created by the
      Second-Lien Security Documents), and the Administrative Agent and the Collateral
      Agent shall be authorized to take any actions deemed appropriate in order to
      effect the foregoing.

     

    9.03  Dividends.  The
      Borrower will not, and will not permit any of its Subsidiaries to, authorize,
      declare or pay any Dividends with respect to the Borrower or any of its
      Subsidiaries, except that:

     

    (i)  any
      Subsidiary of the Borrower may pay Dividends or return capital or make
      distributions and other similar payments with regard to its Equity Interests
      to
      the Borrower or to a Wholly-Owned Subsidiary of the Borrower which owns equity
      therein;

     

    (ii)  any
      Non-Wholly-Owned Subsidiary of the Borrower may declare and pay cash Dividends
      to its shareholders generally so long as the Borrower or its respective
      Subsidiary which owns the Equity Interests in the Subsidiary paying such
      Dividends receives at least its proportionate share thereof (based upon its
      relative holding of the Equity Interests in the Subsidiary paying such Dividends
      and taking into account the relative preferences, if any, of the various classes
      of Equity Interests of such Subsidiary); 

     

    (iii)  so
      long
      as no Default or Event of Default exists at the time of the respective Dividend,
      redemption or repurchase or would exist immediately after giving effect thereto,
      the Borrower may redeem or repurchase Equity Interests of the Borrower from
      officers, employees and directors of the Borrower or its Subsidiaries (or their
      estates) after the death, disability, retirement or termination of employment
      or
      service as a director of any such Person, or otherwise in accordance with any
      stock option plan or any employee stock ownership plan that has been approved
      by
      the Board of Directors of the Borrower, provided
      that the
      aggregate amount of Dividends made by the Borrower pursuant to this clause
      (iii), and the aggregate amount paid in connection therewith on or after the
      Initial Borrowing Date shall not exceed $5,000,000 (calculated net of any cash
      proceeds received by the Borrower from issuances of its Equity Interests in
      connection with such redemption or repurchase); 

     

    
      
        
        

      

      
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    (iv)  the
      Borrower may pay Dividends, provided
      that (i)
      immediately before and after giving effect thereto, no Default or Event of
      Default exists, (ii) immediately after giving effect to each such Dividend
      (including the incurrence of any Indebtedness in connection therewith) (x)
      the
      Borrower shall be in compliance with the Financial Covenants, (y) the Total
      Leverage Ratio shall be less than 2.50:1.00, and (z) the Senior Secured Leverage
      Ratio shall be less than 1.25:1.00, with the compliance with the requirements
      of
      preceding subclauses (x) through (z), inclusive, to be calculated on a
Pro Forma
      Basis,
      (iii) the aggregate amount of all Dividends paid pursuant to this clause (iv)
      plus
      the
      aggregate amount of all Investments made pursuant to Section 9.05(xi)
plus
      the
      aggregate principal amount of Existing Second-Lien Notes prepaid, redeemed
      or
      otherwise acquired by the Borrower or any of its Subsidiaries pursuant to the
      proviso to Section 9.10(i) shall not at any time exceed the lesser of (A)
      $100,000,000 and (B) the then applicable Permitted RP Amount and (iv) in respect
      of each Dividend paid pursuant to this clause (iv), the Borrower shall have
      delivered to the Administrative Agent and each Lender a certificate executed
      by
      its chief financial officer, certifying to the best of such officer’s knowledge,
      compliance with the requirements of preceding clauses (i) through (iii),
      inclusive, and containing the calculations (in reasonable detail) showing
      compliance with such requirements; and

     

    (v)  the
      Borrower may pay Dividends so long as (x) at the time of (and immediately after
      giving effect to) each such Dividend, (I) no Default or Event of Default then
      exists and (II) the Borrower is in compliance with the Financial Covenants
      on a
Pro Forma
      Basis
      and (y) the aggregate amount of all Dividends made pursuant to this clause
      (v)
      does not to exceed $15,000,000.

     

    9.04  Indebtedness. 
       The Borrower will not, and will not permit any of its Subsidiaries to,
      contract, create, incur, assume or suffer to exist any Indebtedness,
      except:

     

    (i)  Indebtedness
      of the Credit Parties incurred pursuant to this Agreement and the other Credit
      Documents; 

     

    (ii)  Indebtedness
      of the Borrower and its Subsidiaries under Interest Rate Protection Agreements
      entered into with respect to other Indebtedness permitted under this Section
      9.04, in each case so long as the entering into of such Interest Rate Protection
      Agreements are bona fide
      hedging
      activities and are not for speculative purposes; 

     

    (iii)  Indebtedness
      of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations
      (to the extent permitted pursuant to Section 9.07) and purchase money
      Indebtedness described in Section 9.01(vii), provided
      that in
      no event shall the sum of the aggregate principal amount of all Capitalized
      Lease Obligations and purchase money Indebtedness permitted by this clause
      (iii)
      exceed $15,000,000 at any time outstanding;

     

    (iv)  Indebtedness
      of the Borrower, and guarantees thereof by the Subsidiary Guarantors (provided
      that any guarantee by RCN International shall be subordinated in right of
      payment as required by the Intercreditor Agreement) under the Existing
      Second-Lien Note Indenture and the other Existing Second-Lien Note Documents
      in
      an aggregate principal amount not to exceed $125,000,000 (less the amount of
      any
      repay-ments of principal thereof made after the Initial Borrowing
      Date);


    
      
        
        

      

      
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    (v)  Indebtedness
      of a Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition
      (or
      Indebtedness secured by an asset acquired pursuant to a Permitted Acquisition),
      provided
      that (x)
      such Indebtedness was not incurred in connection with, or in anticipation or
      contemplation of, such Permitted Acquisition, (y) such Indebtedness does not
      constitute debt for borrowed money, it being understood and agreed that
      Capitalized Lease Obligations and purchase money Indebted-ness shall not
      constitute debt for borrowed money for purposes of this clause (y), and (z)
      the
      aggre-gate principal amount of all Indebtedness permitted by this clause (v)
      shall not exceed $7,500,000 at any one time outstanding;

     

    (vi)  intercompany
      Indebtedness among the Borrower and the Subsidiary Guarantors to the extent
      permitted by Section 9.05(vii); 

     

    (vii)  Existing
      Indebtedness outstanding on the Initial Borrowing Date and listed on Schedule
      7.21 (as reduced by any permanent repayments of principal thereof),without
      giving effect to any subsequent extension, renewal or refinancing;

     

    (viii)  guarantees
      by the Borrower of Indebtedness or operating lease payment obligations of any
      Wholly-Owned Domestic Subsidiary Guarantor and by any Wholly-Owned Domestic
      Subsidiary Guarantor of Indebtedness or operating lease payment obligations
      of
      any other Wholly-Owned Domestic Subsidiary Guarantor, in each case so long
      as
      the respective underlying guaranteed Indebtedness or operating lease payment
      obligations are otherwise permitted in accordance with the relevant terms of
      this Agreement (other than this clause (viii)); provided
      that
      this clause (viii) shall not permit any guarantees of Indebtedness described
      in
      any of clauses (iv), (v), (vii), (ix) or (x); 

     

    (ix)  Permitted
      Receivables Securitizations, so long as the aggregate principal amount of all
      Indebtedness incurred pursuant to this clause does not at any time exceed
      $50,000,000;

     

    (x)  unsecured
      subordinated Indebtedness of the Borrower (and unsecured subordinated guarantees
      thereof by any Subsidiary Guarantor) incurred under Permitted Subordinated
      Debt
      Documents so long as (A) at least 10 Business Days prior to the issuance
      thereof, the Borrower shall have delivered to the Administrative Agent the
      then
      current drafts of such Permitted Subordinated Debt Documents and with any
      changes thereto made after the initial delivery of such Permitted Subordinated
      Debt Documents to be delivered to the Administrative Agent concurrently with
      the
      delivery thereof to the Persons to be party to such Permitted Subordinated
      Debt
      Documents and prior to the issuance of the related Permitted Subordinated Debt,
      (B) the final maturity date thereof is no earlier than one year following the
      Term Loan Maturity Date (determined without giving effect to the proviso
      contained therein), (C) there are no scheduled amortization, mandatory
      redemption or sinking fund provisions or similar provisions prior to the
      maturity of such Permitted Subordinated Debt (other than provisions requiring
      an
      offer to purchase Permitted Subordinated Debt to be made upon the occurrence
      of
      a change in control or asset sale on terms reasonably satisfactory to the
      Administrative Agent), (D) the subordination provisions applicable to the
      Permitted Subordinated Debt shall be in form and substance reasonably
      satisfactory to the Administrative Agent, (E) the interest rates (calculated
      including any original issued discount in respect thereof) and related premiums
      applicable to any issue of Permitted Subordinated Debt shall be based on market
      interest rates existing at such time for transactions of a similar nature with
      issuers that are similarly situated with the Borrower, (F) the respective
      Permitted Subordinated Debt Documents do not contain (i) any financial
      maintenance covenants (or defaults having the same effect as a financial
      maintenance covenant) or (ii) any cross-default provisions (although such
      Permitted Subordinated Debt Documents may include a provision for a
      cross-acceleration and a cross-payment default at final maturity to other
      material Indebtedness), (G) all other terms and conditions of each issue of
      Permitted Subordinated Debt shall, be in form and substance reasonably
      satisfactory to the Administrative Agent, (H) no Default or Event of Default
      then exists or would result from the issuance thereof, (I) prior to the issuance
      of any Permitted Subordinated Debt, the Borrower shall have delivered to the
      Administrative Agent and each of the Lenders a certificate of the Borrower’s
      chief financial officer certifying (and showing the calculations therefor in
      reasonable detail) that the Borrower and its Subsidiaries shall be in compliance
      with the Financial Covenants on a Pro Forma Basis on the date of the respective
      issuance of the Permitted Subordinated Debt after giving effect thereto and
      the
      application of the proceeds thereof on such date, (J) prior to the issuance
      of
      any Permitted Subordinated Debt, the Borrower shall deliver evidence reasonably
      satisfactory to the Administrative Agent, including a certificate of the chief
      financial officer of the Borrower (accompanied by any required financial
      calculations in reasonable detail) and an opinion of counsel for the Borrower,
      that the issuance of such Permitted Subordinated Debt (and all related Permitted
      Subordinated Debt Documents) is permitted by all other Permitted Subordinated
      Debt then outstanding; and (K) the aggregate principal amount of such Permitted
      Subordinated Debt does not exceed $100,000,000 at any time outstanding;


     

    
      
        
        

      

      
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    (xi)  Permitted
      Refinancing Indebtedness to Refinance the Existing Second-Lien Notes;
      and

     

    (xii)  other
      unsecured Indebtedness of the Borrower or any Subsidiary not in excess of
      $25,000,000 at any time outstanding.

     

    In
      furtherance of the foregoing and in no way in limitation thereof, the Borrower
      shall not permit any Unrestricted Subsidiary to incur any Indebtedness or any
      other obligation having any element of recourse to the Borrower or any of its
      Subsidiaries or to any of the Borrower’s or any of its Subsidiaries’ assets or
      property.

     

    9.05  Advances,
      Investments and Loans. 
       (a) The Borrower will not, and will not permit any of its Subsidiaries to,
      directly or indirectly, lend money or credit or make advances to any Person,
      or
      purchase or acquire any stock, obligations or securities of, or any other
      interest in, or make any capital contribution to, any other Person, or purchase
      or own a futures contract or otherwise become liable for the purchase or sale
      of
      currency or other commodities at a future date in the nature of a futures
      contract, or hold any cash or Cash Equivalents (each of the foregoing an
“Investment”
and,
      collectively, “Investments”),
      except that the following shall be permitted:

     

    
      
        
        

      

      
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    (i)  the
      Borrower and its Subsidiaries may acquire and hold accounts receivables owing
      to
      any of them, if created or acquired in the ordinary course of business and
      payable or dischargeable in accordance with customary trade terms of the
      Borrower or such Subsidiary;

     

    (ii)  the
      Borrower and its Subsidiaries may acquire and hold cash and Cash Equivalents;
      

     

    (iii)  the
      Borrower and its Subsidiaries may hold the Investments held by them on the
      Initial Borrowing Date and described on Schedule 9.05(iii), provided
      that any
      additional Investments made with respect thereto shall be permitted only if
      permitted under the other provisions of this Section 9.05;

     

    (iv)  the
      Borrower and its Subsidiaries may acquire and own investments (includ-ing debt
      obligations) received in connection with the bankruptcy or reorganization of
      suppliers and customers and in good faith settlement of delinquent obligations
      of, and other disputes with, customers and suppliers arising in the ordinary
      course of business;

     

    (v)  the
      Borrower and its Subsidiaries may make loans and advances to their officers
      and
      employees for moving, relocation and travel expenses and other similar
      expenditures, in each case in the ordinary course of business in an aggregate
      amount not to exceed $500,000 at any time (determined without regard to any
      write-downs or write-offs of such loans and advances);

     

    (vi)  the
      Borrower may enter into Interest Rate Protection Agreements to the extent
      permitted by Section 9.04(ii);

     

    (vii)  the
      Borrower and the Wholly-Owned Domestic Subsidiary Guarantors may make
      intercompany loans and advances between and among one another (collectively,
      “Intercompany
      Loans”),
      provided
      that
      each such Intercompany Loan shall be evidenced by an Intercompany Note (which
      Intercompany Note shall include the subordination provisions attached as Annex
      A
      to the form of Intercompany Note) which shall be pledged to the Collateral
      Agent
      pursuant to, and to the extent required by, the Pledge Agreement; 

     

    (viii)  Permitted
      Acquisitions shall be permitted in accordance with Section 8.15;

     

    (ix)  investments
      by the Borrower and its Subsidiaries in Equity Interests in, and capital
      contributions by the Borrower and its Subsidiaries to, Subsidiaries that are
      Wholly-Owned Domestic Subsidiary Guarantors both before and after such
      investments; provided
      that any
      such Equity Interests held by a Credit Party shall be pledged pursuant to the
      Pledge Agreement;

     

    (x)  Investments
      and Guaranties arising or made under Permitted Receivables Securitizations
      permitted by Section 9.04(ix);

     

    (xi)  the
      Borrower shall be permitted to make Investments, provided
      that (i)
      immediately before and after giving effect thereto, no Default or Event of
      Default exists, (ii) immediately after giving effect to each such Investment
      (including the incurrence of any Indebtedness in connection therewith) (x)
      the
      Borrower shall be in compliance with the Financial Covenants, (y) the Total
      Leverage Ratio shall be less than 2.50:1.00, and (z) the Senior Secured Leverage
      Ratio shall be less than 1.25:1.00, with the compliance with the requirements
      of
      preceding subclauses (x) through (z), inclusive, to be calculated on a
Pro Forma
      Basis,
      (iii) the aggregate amount of Investments made pursuant to this clause (xi)
      plus
      the
      aggregate amount of all Dividends paid pursuant to Section 9.03(iv) plus
      the
      aggregate principal amount of Existing Second-Lien Notes prepaid, redeemed
      or
      otherwise acquired by the Borrower or any of its Subsidiaries pursuant to the
      proviso to Section 9.10(i) shall not at any time exceed the lesser of (A)
      $100,000,000 and (B) the then applicable Permitted RP Amount, and (iv) in
      respect of each Investment pursuant to this clause (xi), the Borrower shall
      have
      delivered to the Administrative Agent and each Lender a certificate executed
      by
      its chief financial officer, certifying to the best of such officer’s knowledge
      compliance with the requirements of preceding clauses (i) through (iii),
      inclusive, and containing the calculations (in reasonable detail) showing
      compliance with such requirements; and

     

    
      
        
        

      

      
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    (xii)  the
      Borrower and its Subsidiaries may make other Investments so long as (x) at
      the
      time of (and immediately after giving effect to) each such Investment, (I)
      no
      Default or Event of Default then exists and (II) the Borrower is in compliance
      with the Financial Covenants on a Pro Forma
      Basis
      and (y) the aggregate amount of all Investments made pursuant to this clause
      (xii) do not exceed $30,000,000 (net of any return of capital or Net Sale
      Proceeds in respect of any such investment and valued at the time of the making
      thereof).

     

    9.06  Transactions
      with Affiliates and Unrestricted Subsidiaries. 
       The Borrower will not, and will not permit any of its Subsidiaries to,
      enter into any transaction or series of related transactions with any Affiliate
      of the Borrower or any of its Subsidiaries or any of its Unrestricted
      Subsidiaries, other than in the ordinary course of business and on terms and
      condi-tions substantially as favorable to the Borrower or such Subsidiary as
      would reasonably be obtained by the Borrower or such Subsidiary at that time
      in
      a comparable arm’s-length transaction with a Person other than an Affiliate,
      except:

     

    (i)  Dividends
      may be paid to the extent provided in Section 9.03; 

     

    (ii)  customary
      fees and indemnifications may be paid to non-officer directors of the Borrower
      and its Subsidiaries; 

     

    (iii)  loans
      may
      be made and other transactions may be entered into by the Borrower with its
      Subsidiaries, or between Subsidiaries of the Borrower, to the extent permitted
      by Sections 9.01, 9.02, 9.04 and 9.05; 

     

    (iv)  the
      Borrower and its Subsidiaries may enter into, and make payments under,
      employment agreements, employee benefit plans, stock option plans,
      indemnification provisions and other similar compensatory arrangements with
      officers, employees and directors of the Borrower and its Subsidiaries in the
      ordinary course of business; 

     

    (v)  transactions
      where the sum of (x) the Fair Market Value of all assets (including for this
      purpose cash) transferred to or from the respective Credit Parties party
      thereto, (y) the aggregate value (as determined by the Borrower in good faith)
      of the services provided by the respective Credit Parties party thereto and
      (z)
      the aggregate amount of liabilities incurred or assumed by the respective Credit
      Parties parties thereto is de minimus, provided
      that the
      aggregate Fair Market Value of the assets so transferred plus
      the
      aggregate value of the services so provided plus
      the
      aggregate amount of liabilities so incurred or assumed for all transactions
      permitted under this clause (v) shall not exceed $1,000,000; and

     

    
      
        
        

      

      
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    (vi)  transactions
      may be entered into by the Borrower with its Subsidiaries, or between
      Subsidiaries of the Borrower in the ordinary course of business and consistent
      with past practices for the procurement of legal, accounting, construction
      management and similar services, so long as any amounts charged by any such
      Person to another for such services do not exceed the cost of providing such
      services.

     

    9.07  Capital
      Expenditures. 
       (a)
      The
      Borrower will not, and will not permit any of its Subsidiaries to, make any
      Capital Expenditures other than Capital Expenditures not exceeding $120,000,000
      in any fiscal year of the Borrower. For the avoidance of doubt, in determining
      compliance with this Section 9.07(a) for the purposes of the Borrower’s fiscal
      year ending December 31, 2006, all Capital Expenditures made during such fiscal
      year prior to the Effective Date (as well as after the Effective Date) shall
      be
      counted against the aforementioned $120,000,000 limitation.

     

    (b)  Notwithstanding
      the foregoing, in the event that the amount of Capital Expenditures permitted
      to
      be made by the Borrower and its Subsidiaries pursuant to clause (a) above in
      any
      fiscal year of the Borrower (before giving effect to any increase in such
      permitted expenditure amount pursuant to this clause (b)) is greater than the
      amount of such Capital Expenditures actually made by the Borrower and its
      Subsidiaries during such fiscal year, 50% of such excess (the “Rollover
      Amount”)
      may be
      carried forward and utilized to make Capital Expenditures in the immediately
      succeed-ing fiscal year (it being understood and agreed that in such succeeding
      fiscal year Capital Expenditures shall be deemed to have been made first from
      the amount permitted for such year pursuant to clause (a) above and second
      from
      the Rollover Amount).

     

    (c)  In
      addition to the foregoing, the Borrower and its Subsidiaries may make Capital
      Expenditures with the amount of Net Sale Proceeds received by the Borrower
      or
      any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds
      are reinvested within 365 days following the date of such Asset Sale, but only
      to the extent that such Net Sale Proceeds are not otherwise required to be
      applied as a mandatory repayment pursuant to Section 4.02(d).

     

    (d)  In
      addition to the foregoing, the Borrower or any of its Subsidiaries may make
      Capital Expenditures with the amount of Net Insurance Proceeds received by
      the
      Borrower or any of its Subsidiaries from any Recovery Event so long as such
      Net
      Insurance Proceeds are used to replace or restore any properties or assets
      in
      respect of which such Net Insurance Proceeds were paid within 365 days following
      the date of receipt of such Net Insurance Proceeds from such Recovery Event,
      but
      only to the extent that such Net Insurance Proceeds are not otherwise required
      to be applied as a mandatory prepayment pursuant to Section
      4.02(f).

     

    
      
        
        

      

      
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    (e)  In
      addition to the foregoing, the Borrower and its Wholly-Owned Domestic
      Subsidiaries that are Subsidiary Guarantors may consummate Permitted
      Acquisitions in accordance with the requirements of Section 8.15.

     

    9.08  Consolidated
      Interest Coverage Ratio. 
       The Borrower will not permit the Consolidated Interest Coverage Ratio for
      any Test Period ending after June 30, 2006 to be less than
      2.50:1.00.

     

    9.09  Total
      Leverage Ratio. 
       The Borrower will not permit the Total Leverage Ratio for any Test Period
      to be more than 3.50:1.00.

     

    9.10  Limitations
      on Payments of the Second-Lien Notes; Modifications of Second-Lien Note
      Documents, Certificate of Incorporation, By-Laws and Certain Other Agreements,
      etc.   The
      Borrower will not, and will not permit any of its Subsidiaries to:

     

    (i)  make
      (or
      give any notice in respect of) any voluntary or optional payment or prepayment
      on or re-demption or acquisition for value of, or any prepayment or redemption
      as a result of any asset sale, change of control or similar event of (including,
      in each case with-out limitation, by way of depositing with the trustee with
      respect thereto money or securi-ties before due for the purpose of paying when
      due), (x) any Indebtedness pursuant to the Existing Second-Lien Note Documents
      or (y) after the incurrence thereof, any Permitted Subordinated Debt;
provided
      that,
      (A) the nothing in this clause (i) shall prohibit the conversion of the Existing
      Second-Lien Notes into Equity Interests of the Borrower in accordance with
      the
      terms of the Existing Second-Lien Note Documents and (B) the Borrower shall
      be
      permitted to voluntarily prepay, redeem or otherwise acquire Existing
      Second-Lien Notes, so long as (i) immediately before and after giving effect
      thereto, no Default or Event of Default exists, (ii) immediately after giving
      effect to each such prepayment, redemption or acquisition, as the case may
      be,
      (x) the Borrower is in compliance with the Financial Covenants, (y) the Total
      Leverage Ratio is less than 2.50:1.00, and (z) the Senior Secured Leverage
      Ratio
      is less than 1.25:1.00, with the compliance with the requirements of preceding
      subclauses (x) through (z), inclusive, to be calculated on a Pro Forma
      Basis,
      (iii) the aggregate amount of prepayments, redemptions and acquisitions made
      pursuant to this proviso plus
      the
      aggregate amount of all Dividends paid pursuant to Section 9.03(iv) plus
      the
      aggregate amount of Investments made by the Borrower or any of its Subsidiaries
      pursuant to Section 9.05(xi) does not at any time exceed the lesser of (A)
      $100,000,000 and (B) the then applicable Permitted RP Amount, and (iv) in
      respect of each such prepayment, redemption or acquisition, the Borrower shall
      have delivered to the Administrative Agent and each Lender a certificate
      executed by its chief financial officer, certifying to the best of such
      officer’s knowledge, compliance with the requirements of preceding clauses (i)
      through (iii), inclusive, and containing the calculations (in reasonable detail)
      showing compliance with such requirements;

     

    (ii)  amend
      or
      modify, or permit the amendment or modification of any provision of, (x) any
      Second-Lien Credit Document (except pursuant to the Required Consents) or (y)
      after the issuance of any Permitted Subordinated Debt, any provision of any
      Permitted Subordinated Debt Document related thereto;

     

    
      
        
        

      

      
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    (iii)  amend,
      modify or change its certificate or articles of incorporation (includ-ing,
      without limitation, by the filing or modification of any certificate or articles
      of desig-na-tion), certificate of formation, limited liability company agreement
      or by-laws (or the equivalent organizational documents), as applicable, or
      any
      agreement entered into by it with respect to its capital stock or other Equity
      Interests (including any Shareholders’ Agreement), or enter into any new
      agreement with respect to its capital stock or other Equity Interests, unless
      such amendment, modification, change or other action contem-plated by this
      clause (iii) could not reasonably be expected to be adverse to the interests
      of
      the Lenders; or

     

    (iv)  amend,
      modify or change any provision of (x) any Management Agreement unless such
      amendment, modification or change could not reasonably be expected to be adverse
      to the interests of the Lenders (although no amendment, modification or change
      may be made to any monetary term thereof) or (y) any Tax Allocation Agreement
      or, except as contemplated in Section 8.16, enter into any new tax sharing
      agreement, tax allocation agreement or similar agreement without the prior
      written consent of the Administrative Agent.

     

    9.11  Limitation
      on Certain Restrictions on Subsidiaries. 
       (i)
      The
      Borrower will not, and will not permit any of its Subsidiaries to, directly
      or
      indirectly, create or otherwise cause or suffer to exist or become effective
      any
      encumbrance or restriction on the ability of any such Subsidiary to (a) pay
      dividends or make any other distributions on its capital stock or any other
      interest or partici-pation in its profits owned by the Borrower or any of its
      Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its
      Subsidiaries, (b) make loans or advances to the Borrower or any of its
      Subsidiaries or (c) transfer any of its properties or assets to the Borrower
      or
      any of its Subsidiaries, except for such encumbrances or restrictions existing
      under or by reason of (i) applicable law, (ii) this Agreement and the other
      Credit Documents, (iii) the Second-Lien Note Documents, (iv) customary
      provisions restricting subletting or assignment of any lease governing any
      leasehold interest of the Borrower or any of its Subsidiaries, (v) customary
      provisions restricting assignment of any licens-ing agreement (in which the
      Borrower or any of its Subsidiaries is the licensee) or other contract entered
      into by the Borrower or any of its Subsidiaries in the ordinary course of
      business, (vi) customary restric-tions contained in any agreement relating
      to the sale of any asset pending the close of the sale of such asset
provided
      that the
      sale of such asset is permitted hereunder, (vii) restrictions on the
      transfer of any asset subject to a Lien permitted by Section 9.01(iii), (vi),
      (vii) or (xiv), (viii) restrictions or conditions imposed by any agreement
      relating to Permitted Receivables Securitizations permitted by this Agreement
      if
      such restrictions or conditions apply only to the Receivables and the Related
      Assets that are the subject of the Permitted Receivables Securitization, and
      (ix) restrictions or conditions imposed on any SPE Subsidiary in connection
      with
      any Permitted Receivables Securitization.

     

    (ii)  The
      Borrower will not permit any of its Unrestricted Subsidiaries to directly or
      indirectly create or otherwise cause or suffer to exist or become effective
      any
      restriction whatsoever on the operations of the Borrower or its
      Subsidiaries.

     

    9.12  Limitation
      on Issuance of Capital Stock. 
       (a)
      Other
      than Qualified Capital Stock issued pursuant to clause (c) below, the Borrower
      will not issue (i) any preferred Equity Interests or (ii) any redeemable common
      Equity Interests other than common Equity Interests that are redeemable at
      the
      sole option of the Borrower.


    
      
        
        

      

      
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    (b)  The
      Borrower will not permit any of its Subsidiaries to issue any Equity Interests
      (including by way of sales of treasury stock) or any options or warrants to
      purchase, or securities convertible into, Equity Interests, except (i) for
      trans-fers and replacements of then outstanding shares Equity Interests, (ii)
      for stock splits, stock dividends and issuances which do not decrease the
      percentage ownership of the Borrower or any of its Subsidiaries in any class
      of
      Equity Interests of such Subsidiary, (iii) to qualify directors to the extent
      required by applicable law or (iv) for issuances by Subsidiaries of the Borrower
      which are newly created or acquired in accordance with the terms of this
      Agreement.

     

    (c)  The
      Borrower may issue Qualified Capital Stock so long as (x) no Default or Event
      of
      Default shall exist at the time of any such issuance or immediately after giving
      effect thereto, and (y) with respect to each issue of Qualified Capital Stock,
      the gross cash proceeds therefrom (or in the case of Qualified Capital Stock
      directly issued as consideration for a Permitted Acquisition, the Fair Market
      Value thereof of the assets received therefor) shall be at least equal to 100%
      of the liquidation preference thereof at the time of issuance.

     

    9.13  Business,
      etc.     (a)
      The
      Borrower will not, and will not permit any of its Subsidiaries to, engage in
      any
      business other than the businesses engaged in by the Borrower and its
      Subsidiaries as of the Initial Borrowing Date and reasonable extensions thereof
      and businesses ancillary or complementary thereto.

     

    (b)
        The
      Borrower will not permit any SPE Subsidiary to engage in any business other
      than
      Permitted Receivables Securitizations.

     

    (c)  
       Notwithstanding
      the foregoing or anything else in this Agreement to the contrary, RCN
      International shall not incur or suffer to exist any Indebtedness (other than
      its guarantees of the Obligations hereunder pursuant to the Subsidiaries
      Guaranty and its guarantee (which shall be subordinated in right of payment
      as
      required by the Intercreditor Agreement) of the Existing Second-Lien Note
      Documents and obligations pursuant thereto) and shall not engage in any business
      or own any significant assets or have any material liabilities; provided
      that RCN
      International may engage in those activities that are incidental to (x) the
      maintenance of its existence in compliance with applicable law and (y) legal,
      tax and accounting matters in connection with any of the foregoing
      activities.

     

    9.14  Limitation
      on Creation of Subsidiaries and Unrestricted Subsidiaries.  
       The Borrower will not, and will not permit any of its Subsidiaries to,
      establish, create or acquire after the Initial Borrowing Date any Subsidiary
      or
      Unrestricted Subsidiary; provided
      that,
      subject to compliance with the other applicable provisions of Section 8 and
      this
      Section 9, (i) the Borrower and its Wholly-Owned Domestic Subsidiaries that
      are,
      or are to become, Subsidiary Guarantors may create or acquire Wholly-Owned
      Domestic Subsidiaries, so long as (w) all of the Equity Interests of such new
      Subsidiary are pledged to the Collateral Agent pursuant to the terms and
      conditions of the Pledge Agreement (provided that the foregoing requirements
      shall not apply to any SPE Subsidiary until the consummation of the Permitted
      Receivables Securitization to which such SPE Subsidiary relates), (x) such
      new
      Subsidiary other than an SPE Subsidiary enters into the Subsidiaries Guaranty
      and executes and delivers to the Collateral Agent counterparts of, or a joinder
      agreement to, the Security Agreement, the Pledge Agreement and the Intercreditor
      Agreement, (y) such new Subsidiary other than an SPE Subsidiary enters into
      such
      Additional Security Documents as the Administrative Agent or the Required
      Lenders may require pursuant to Section 8.12 and (z) such new Subsidiary other
      than an SPE Subsidiary executes and delivers all other relevant documentation
      (including opinions of counsel) of the type described in Section 5 as such
      new
      Subsidiary would have had to deliver if it were a Credit Party on the Initial
      Borrowing Date, (ii) the Borrower and any Wholly-Owned Subsidiary of the
      Borrower may create, acquire or designate an Unrestricted Subsidiary, so long
      as, if such Unrestricted Subsidiary is an Unrestricted Subsidiary of a Credit
      Party, all of the Equity Interests of such Unrestricted Subsidiary are pledged
      to the Collateral Agent pursuant to the terms and conditions of the Pledge
      Agreement and (iii) the Borrower and any Wholly-Owned Domestic Subsidiary
      Guarantor may create or acquire Non-Wholly-Owned Subsidiaries, so long as (x)
      all of the Equity Interests of such new Subsidiary are pledged to the Collateral
      Agent pursuant to the terms and conditions of the Pledge Agreement and (y)
      all
      Investments in such Subsidiary at the time of and after the establishment,
      creation or acquisition thereof are permitted under Section 9.05(xi) or
      (xii).

     

    
      
        
        

      

      
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    SECTION
      10.  Events
      of Default.  
       Upon the occurrence of any of the following specified events (each an
“Event
      of Default”):

     

    10.01  Payments.  
       The Borrower shall (i) default in the payment when due of any principal of
      any Loan or any Note or (ii) default, and such default shall continue unremedied
      for three or more Business Days, in the payment when due of any interest on
      any
      Loan or Note, any Unpaid Drawing or any Fees or any other amounts owing
      hereunder or under any other Credit Document; or

     

    10.02  Representations,
      etc.    Any
      representation, warranty or statement made or deemed made by any Credit Party
      herein or in any other Credit Document or in any certificate delivered to the
      any Agent or any Lender pursuant hereto or thereto shall prove to be untrue
      in
      any material respect on the date as of which made or deemed made;
      or

     

    10.03  Covenants.  
       The Borrower or any of its Subsidiaries shall (i) default in the due
      perform-ance or observance by it of any term, covenant or agreement contained
      in
      Section 8.01(g), 8.08, 8.11, 8.14, or 8.16 or Section 9 or (ii) default in
      the
      due perform-ance or obser-vance by it of any other term, covenant or agreement
      contained in this Agreement or in any other Credit Document (other than those
      set forth in Sections 10.01 and 10.02) and such default shall continue
      unremedied for a period of 30 days after written notice thereof to the
      default-ing party by the Administrative Agent or the Required Lenders;
      or

     

    10.04  Default
      Under Other Agreements.  
       (i) The Borrower or any of its Subsidiaries shall (x) default in any
      payment of any Indebtedness (other than the Obligations) beyond the period
      of
      grace, if any, provided in an instrument or agreement under which such
      Indebtedness was created or (y) default in the observance or performance of
      any
      agreement or condition relat-ing to any Indebtedness (other than the
      Obligations) or contained in any instrument or agree-ment evi-dencing, securing
      or relating thereto, or any other event shall occur or condition exist, the
      effect of which default or other event or condition is to cause, or to permit
      the holder or holders of such Indebtedness (or a trustee or agent on behalf
      of
      such holder or holders) to cause (determined without regard to whether any
      notice is required but determined only after giving effect to any applicable
      grace period), any such Indebtedness to become due prior to its stated maturity
      (including in the case of a Permitted Receivables Securitization, any required
      amortization in connection therewith), or (ii) any Indebtedness (other than
      the
      Obligations) of the Borrower or any of its Subsidiaries shall be declared to
      be
      (or shall become) due and payable, or required to be pre-paid other than by
      a
      regularly scheduled required prepayment, prior to the stated maturity thereof
      (including in the case of a Permitted Receivables Securitization, any required
      amortization in connection therewith); provided
      that it
      shall not be a Default or an Event of Default under this Section 10.04 unless
      the aggregate principal amount of all Indebtedness as described in preceding
      clauses (i) and (ii) is at least $7,500,000; or


    
      
        
        

      

      
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    10.05  Bankruptcy,
      etc.    The
      Borrower or any of its Subsidiaries shall commence a voluntary case concerning
      itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or
      hereafter in effect, or any successor thereto (the “Bankruptcy
      Code”);
      or an
      involuntary case is commenced against the Borrower or any of its Subsidiaries,
      and the petition is not controverted within 10 days, or is not dismissed within
      60 days, after commencement of the case; or a custo-dian (as defined in the
      Bankruptcy Code) is appointed for, or takes charge of, all or substantially
      all
      of the property of the Borrower or any of its Subsidiaries, or the Borrower
      or
      any of its Subsidiaries com-mences any other proceeding under any
      reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
      insolvency or liquidation or similar law of any jurisdiction whether now or
      hereafter in effect relating to the Borrower or any of its Subsidiaries, or
      there is commenced against the Borrower or any of its Subsidiaries any such
      proceeding which remains undismissed for a period of 60 days, or the Borrower
      or
      any of its Subsidiaries is adjudicated insolvent or bankrupt; or any order
      of
      relief or other order approving any such case or proceeding is entered; or
      the
      Borrower or any of its Subsidiaries suffers any appointment of any custodian
      or
      the like for it or any sub-stantial part of its property to continue
      undischarged or unstayed for a period of 60 days; or the Borrower or any of
      its
      Subsidiaries makes a general assignment for the benefit of creditors; or any
      corporate, limited liability company or similar action is taken by the Borrower
      or any of its Subsid-iaries for the purpose of effecting any of the foregoing;
      or

     

    10.06  ERISA.   
      (a)
      Any Plan
      shall fail to satisfy the minimum funding standard required for any plan year
      or
      part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver
      of such standard or extension of any amortization period is sought or granted
      under Section 412 of the Code or Section 303 or 304 of ERISA, a Reportable
      Event
      shall have occurred, a contributing sponsor (as defined in Section 4001(a)(13)
      of ERISA) of a Plan subject to Title IV of ERISA shall be subject to the advance
      reporting requirement of PBGC Regulation Section 4043.61 (without regard to
      subparagraph (b)(1) thereof) and an event described in sub-section .62, .63,
      .64, .65 (unless notice is waived under .65), .66, .67 or .68 of PBGC Regulation
      Section 4043 shall be reasonably expected to occur with respect to such Plan
      within the following 30 days, any Plan which is subject to Title IV of ERISA
      shall have had or is likely to have a trustee appointed to administer such
      Plan,
      any Plan which is subject to Title IV of ERISA is, shall have been or is likely
      to be terminated or to be the subject of termination proceedings under ERISA,
      any Plan shall have an Unfunded Current Liability, a contribution required
      to be
      made with respect to a Plan or a Foreign Pension Plan has not been timely made,
      the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate has
      incurred or is likely to incur any liability to or on account of a Plan under
      Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212
      of
      ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a group
      health plan (as defined in Section 607(1) of ERISA, Section 4980B(g)(2) of
      the
      Code or 45 Code of Federal Regulation 160.103) under Section 4980B of the Code
      and/or the Health Insurance Portability and Accountability Act of 1996, or
      the
      Borrower or any Subsidiary of the Borrower has incurred or is likely to incur
      liabilities pursuant to one or more employee welfare benefit plans (as defined
      in Section 3(1) of ERISA) that provide bene-fits to retired employees or other
      former employees (other than as required by Section 601 of ERISA) or Plans
      or
      Foreign Pension Plans, a “default” within the meaning of Section 4219(c)(5) of
      ERISA shall occur with respect to any Plan, any applicable law, rule or
      regulation is adopted, changed or interpreted, or the interpretation or
      administration thereof is changed, in each case after the date hereof, by any
      governmental authority or agency or by any court (a “Change
      of Law”),
      or,
      as a result of a Change in Law, an event occurs following a Change in Law,
      with
      respect to or otherwise affecting any Plan; (b) there shall result from any
      such
      event or events the imposition of a lien, the granting of a security interest,
      or a liability or a material risk of incurring a liability; and (c) such lien,
      security interest or liability, either individually and/or in the aggregate,
      has
      had, or could reasonably be expected to have, in the opinion of the Required
      Lenders, a Material Adverse Effect; or


    
      
        
        

      

      
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    10.07  Security
      Documents.  
       Any of the Security Documents shall cease to be in full force and effect,
      or shall cease to give the Collateral Agent for the benefit of the Secured
      Creditors the Liens, rights, powers and privileges purported to be created
      thereby (including, without limitation, a perfected security interest in, and
      Lien on, all of the Collateral, in favor of the Collateral Agent, superior
      to
      and prior to the rights of all third Persons (except as permitted by Section
      9.01), and subject to no other Liens (except as permitted by Section 9.01),
      or
      any Credit Party shall default in the due performance or observance of any
      term,
      covenant or agreement on its part to be performed or observed pursuant to any
      such Security Document and such default shall continue beyond the period of
      grace, if any, specifically applicable thereto pursuant to the terms of such
      Security Document; or

     

    10.08  Subsidiaries
      Guaranty.  
       The Subsidiaries Guaranty or any provision thereof shall cease to be in
      full force or effect as to any Subsidiary Guarantor, or any Subsidiary Guarantor
      or any Person acting for or on behalf of such Subsidiary Guarantor shall deny
      or
      disaffirm such Subsidiary Guarantor’s obligations under the Subsidiaries
      Guaranty or any Subsidiary Guarantor shall default in the due performance or
      obser-vance of any term, covenant or agreement on its part to be performed
      or
      observed pursuant to the Subsidiaries Guaranty; or

     

    10.09  Judgments.  
       One or more judgments or decrees shall be entered against the Borrower or
      any Subsidiary of the Borrower involving in the aggregate for the Borrower
      and
      its Subsidiaries a liability (not paid or fully covered by a reputable and
      solvent insurance company) and such judg-ments and decrees either shall be
      final
      and non-appealable or shall not be vacated, discharged or stayed or bonded
      pending appeal for any period of 30 consecutive days, and the aggregate amount
      of all such judgments equals or exceeds $2,500,000; or

     

    10.10  Change
      of Control.  
       A Change of Control shall occur; or

     

    10.11  Intercreditor
      Agreement.    The
      Intercreditor Agreement or any provision thereof shall cease to be in full
      force
      and effect, or any Lien securing or purporting to secure Indebtedness or other
      obligations owing under the Second-Lien Note Documents shall, for any reason,
      cease to be subordinated to the Lien created under the Security Documents
      securing the First-Lien Obligations under, and as defined in, and pursuant
      to,
      the Intercreditor Agreement; or


    
      
        
        

      

      
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    10.12  Certain
      Tax Payments.  
       On or after the execution and delivery of the Tax Allocation Agreement,
      the Borrower and its Subsidiaries shall pay (directly or by way of dividend
      or
      distribution) an amount with respect to taxes in excess of the amount the
      Borrower and its Subsidiaries are permitted to pay pursuant to the Tax
      Allocation Agreement; 

     

    then,
      and
      in any such event, and at any time thereafter, if any Event of Default shall
      then be continuing, the Administrative Agent, upon the written request of the
      Required Lenders, shall by written notice to the Borrower, take any or all
      of
      the following actions, without prejudice to the rights of the Administrative
      Agent, any Lender or the holder of any Note to enforce its claims against any
      Credit Party (provided
      that, if
      an Event of Default specified in Section 10.05 shall occur with respect to
      the
      Borrower, the result which would occur upon the giving of written notice by
      the
      Administrative Agent as specified in clauses (i) and (ii) below shall occur
      automati-cally without the giving of any such notice): (i) declare the Total
      Commitment terminated, where-upon all Commitments of each Lender shall forthwith
      terminate immediately and any Commitment Commission shall forthwith become
      due
      and payable without any other notice of any kind; (ii) declare the principal
      of
      and any accrued interest in respect of all Loans and the Notes and all
      Obligations owing hereunder and thereunder to be, whereupon the same shall
      become, forthwith due and payable without presentment, demand, protest or other
      notice of any kind, all of which are hereby waived by each Credit Party; (iii)
      terminate any Letter of Credit which may be termi-nated in accordance with
      its
      terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon
      receipt of such notice, or upon the occurrence of an Event of Default specified
      in Section 10.05 with respect to the Borrower, it will pay) to the Collateral
      Agent at the Payment Office such additional amount of cash or Cash Equivalents,
      to be held as security by the Collateral Agent, as is equal to the aggregate
      Stated Amount of all Letters of Credit issued for the account of the Borrower
      and then outstanding; (v) enforce, as Collateral Agent, all of the Liens and
      security interests created pursuant to the Security Documents; and (vi) apply
      any cash collateral held by the Administrative Agent pursuant to Section 4.02
      to
      the repayment of the Obligations. 

     

    SECTION
      11.  Definitions
      and Accounting Terms.
      

     

    11.01  Defined
      Terms. 
       As used in this Agreement, the following terms shall have the following
      meanings (such meanings to be equally applicable to both the singular and plural
      forms of the terms defined):

     

    “Acquired
      Entity or Business”
shall
      mean either (x) the assets constituting a business, division or product line
      of
      any Person not already a Subsidiary of the Borrower or (y) 100% of the
      Equity Interests of any such Person, which Person shall, as a result of the
      respective Permitted Acquisi-tion, become a Wholly-Owned Domestic Subsidiary
      of
      the Borrower (or shall be merged with and into the Borrower or a Subsidiary
      Guarantor, with the Borrower or such Subsidiary Guarantor being the surviving
      Person).

     

    “Additional
      Security Documents”
shall
      have the meaning provided in Section 8.12.


    
      
        
        

      

      
        -77-

        
          

        

      

      
        
        

      

    

     

    “Adjusted
      Consolidated Net Income”
shall
      mean, for any period, Consolidated Net Income for such period plus the sum
      of
      the amount of all net non-cash charges (including, without limitation,
      depreciation, amortization, deferred tax expense and non-cash interest expense)
      and net non-cash losses which were included in arriving at Consolidated Net
      Income for such period, less the amount of all net non-cash gains and non-cash
      credits which were included in arriving at Consolidated Net Income for such
      period.

     

    “Adjusted
      Consolidated Working Capital”
shall
      mean, at any time, Consolidated Current Assets (but excluding therefrom all
      cash
      and Cash Equivalents) less Consolidated Current Liabilities at such
      time.

     

    “Administrative
      Agent”
shall
      mean DBTCA, in its capacity as Administrative Agent for the Lenders hereunder,
      and shall include any successor to the Administrative Agent appointed pursuant
      to Section 12.09.

     

    “Affiliate”
shall
      mean, with respect to any Person, any other Person directly or indirectly
      controlling (including, but not limited to, all directors and officers of such
      Person), controlled by, or under direct or indirect common control with, such
      Person. A Person shall be deemed to control another Person if such Person
      possesses, directly or indirectly, the power (i) to vote 10% or more of the
      securities having ordinary voting power for the election of directors (or
      equivalent governing body) of such Person or (ii) to direct or cause the
      direction of the manage-ment and policies of such other Person, whether through
      the ownership of voting securities, by contract or otherwise; provided,
      however,
      that
      neither the Administrative Agent nor any Lender (nor any Affiliate thereof)
      shall be considered an Affiliate of the Borrower or any Subsidiary
      thereof.

     

    “Agents”
shall
      mean, except as otherwise provided in Section 12, any or all of the Syndication
      Agent, the Administrative Agent, the Collateral Agent, the Documentation Agent,
      the Joint Book Runner and the Lead Arranger.

     

    “Aggregate
      Consideration”
shall
      mean, with respect to any Permitted Acquisition, the aggregate consideration
      paid and reasonably expected to be paid in connection therewith as determined
      at
      the time of the consummation thereof, including, without limitation (without
      duplication), (i) the aggregate amount of all cash and Cash Equivalents paid
      or
      payable in connection therewith, (ii) the aggregate principal amount of all
      Indebtedness assumed, refinanced, incurred or issued in connection therewith,
      (iii) the aggregate amount paid and reasonably expected to be paid (based on
      the
      Borrower’s good faith estimates of such payments) pursuant to any earn-out,
      non-compete agreement, consulting arrangement, purchase price adjustments,
      deferred purchase price and/or similar arrangements, and (iv) the aggregate
      Fair
      Market Value of any other consideration; provided that the Aggregate
      Consideration for any Permitted Acquisition shall exclude all consideration
      in
      the form of the Borrower’s common stock or Qualified Capital Stock, as well as
      all cash proceeds contributed to the Borrower or the respective Subsidiary
      from
      a substantially contemporaneous issuance by the Borrower of its common stock
      or
      Qualified Capital Stock. 

     

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

     

    “Agreement”
shall
      mean this Credit Agreement, as modified, supplemented, amended, restated
      (including any amendment and restatement hereof), extended or renewed from
      time
      to time.

     

    “Applicable
      ECF Percentage”
shall
      mean 50%; provided
      that if
      on the last day of the respective Excess Cash Payment Period, the Total Leverage
      Ratio was less than 2.75:1.00, then the Applicable ECF Percentage shall instead
      be 0%. 

     

    “Applicable
      Margin”
shall
      mean (I) in the case of Term Loans, a percentage per annum equal to, in the
      case
      of Term Loans maintained as (x) Base Rate Loans, 0.75% and (y) Eurodollar Loans,
      1.75% and (II) in the case of Revolving Loans, a percentage per annum set forth
      below under the column for the respective Type of Revolving Loans and opposite
      the respective Level (i.e., Level I or Level II, as the case may be) that is
      currently in effect based on Debt Rating:

     

    
      	 	 	
              Moody’s
                Rating

            	 	
              Revolving
                Loans Maintained as Eurodollar Loans

            	 	
              Revolving
                Loans Maintained as Base Rate Loans and Swingline Loans

            
	
              Level
                I

            	 	
              Ba3
                or higher

            	 	
              1.75%

            	 	
              0.75%

            
	 	 	 	 	 	 	 
	
              Level
                II

            	 	
              B1
                or lower

            	 	
              2.00%

            	 	
              1.00%

            


    

     

    ;
      provided
      that (i)
      except in the case provided in the second succeeding sentence, the Applicable
      Margin for Revolving Loans shall be at Level II at all times when (x) either
      Moody’s shall not have in effect a Debt Rating or (y) any Default or Event of
      Default is in existence. Any change in the Applicable Margin for Revolving
      Loans
      due to a change in the Debt Rating shall be effective on the effective date
      of
      such change in the Debt Rating. If the rating system for Moody’s shall change,
      or if Moody’s shall cease to be in the business of rating corporate debt
      obligations, the Borrower and the Lenders shall negotiate in good faith to
      enter
      into an amendment to this Agreement to reflect such changed rating system or
      the
      unavailability of ratings from Moody’s and, pending the effectiveness of any
      such amendment, the Applicable Margin for Revolving Loans shall be determined
      by
      reference to the rating most recently in effect prior to such change or
      cessation. Notwithstanding the foregoing, if the Applicable Margins for
      Incremental Term Loans incurred or to be incurred pursuant to an Incremental
      Term Loan Commitment Agreement exceeds the Applicable Margin then in effect
      for
      Term Loans then outstanding under this Agreement, then the Applicable Margin
      for
      all Term Loans shall be such higher Applicable Margin as is set forth in such
      Incremental Term Loan Commitment Agreement.

     

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

     

    “Applicable
      RL Percentage”
shall
      mean on any given date (i) if on such date the Total Unutilized Revolving Loan
      Commitment is greater than or equal to 50% of the Total Revolving Loan
      Commitment, 0.50% and (ii) if on such date the Total Unutilized Revolving Loan
      Commitment is less than 50% of the Total Revolving Loan Commitment, 0.375%.
      

     

    “Asset
      Sale”
shall
      mean any sale, transfer or other disposition by the Borrower or any of its
      Subsidiaries to any Person (including by way of redemption by such Person)
      other
      than to the Borrower or a Wholly-Owned Subsidiary of the Borrower of any asset
      (including, without limitation, any Equity Interests, or other securities of,
      another Person) other than sales of assets pursuant to Sections 9.02(ii), (vi),
      (vii), (x) and (xv).

     

    “Assignment
      and Assumption Agreement”
shall
      mean an Assignment and Assumption Agreement substantially in the form of Exhibit
      N (appropriately completed).

     

    “Attributable
      Debt”
means,
      on any date, in respect of any lease of the Borrower or any Subsidiary entered
      into as part of a sale and leaseback transaction subject to Section 9.02, (i)
      if
      such lease is a Capitalized Lease Obligation, the capitalized amount thereof
      that would appear on a balance sheet of such Person prepared as of such date
      in
      accordance with GAAP, and (ii) if such lease is not a Capitalized Lease
      Obligation, the capitalized amount of the remaining lease payments under such
      lease that would appear on a balance sheet of such Person prepared as of such
      date in accordance with GAAP if such lease were accounted for as a Capitalized
      Lease Obligation.

     

    “Authorized
      Representative”
shall
      mean, with respect to (i) delivering Notices of Borrowing, Notices of
      Conversion/Continuation, Letter of Credit Requests and similar notices, the
      Controller, Treasurer and Assistant Controller and any other person or persons
      that has or have been authorized by the board of directors of the Borrower
      to
      deliver such notices pursuant to this Agreement and that has or have appropriate
      signature cards or incumbency certificates on file with the Administrative
      Agent
      and each Issuing Lender; (ii) delivering financial information and officer’s
      certificates pursuant to this Agreement, the chief financial officer, any
      treasurer or other financial officer of the Borrower and (iii) any other matter
      in connection with this Agreement or any other Credit Document, any officer
      (or
      a person or persons so designated by any two officers) of the
      Borrower.

     

    “Bankruptcy
      Code”
shall
      have the meaning provided in Section 10.05.

     

    “Base
      Rate”
shall
      mean the higher of (x) the rate that the Administrative Agent announces from
      time to time as its prime lending rate, as in effect from time to time, and
      (y)
1⁄2 of 1% in excess of the overnight Federal Funds Rate at such time.

     

    “Base
      Rate Loan”
shall
      mean each Term Loan or Revolving Loan designated or deemed designated as such
      by
      the Borrower at the time of the incurrence thereof or conversion thereto and
      each Swingline Loan.

     

    “Borrower”
shall
      have the meaning set forth in the first paragraph of this Agreement.



    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

     

    “Borrowing”
shall
      mean the borrowing of one Type of Loan of a single Tranche from all the Lenders
      having Commitments of the respective Tranche (or from the Swingline Lender
      in
      the case of Swingline Loans) on a given date (or resulting from a conversion
      or
      conver-sions on such date) having in the case of Eurodollar Loans the same
      Interest Period, provided
      that
      Base Rate Loans incurred pursuant to Section 1.10(b) shall be considered part
      of
      the related Borrowing of Eurodollar Loans.

     

    “Business
      Day”
shall
      mean (i) for all purposes other than as covered by clause (ii) below, any day
      except Saturday, Sunday and any day which shall be in New York,
      New York, a legal holiday or a day on which banking institutions are
      authorized or required by law or other government action to close and (ii)
      with
      respect to all notices and determinations in connection with, and payments
      of
      principal and interest on, Eurodollar Loans, any day which is a Business Day
      described in clause (i) above and which is also a day for trading by and between
      banks in U.S. dollar deposits in the interbank Eurodollar market.

     

    “Business
      Intellectual Property”
shall
      have the meaning provided in Section 7.20.

     

    “Calculation
      Period”
shall
      mean, with respect to any Permitted Acquisition, any Asset Sale, any Permitted
      Asset Exchange, any incurrence of Indebtedness or any other event expressly
      required to be calculated on a Pro Forma
      Basis
      pursuant to the terms of this Agreement, the Test Period most recently ended
      prior to the date of such Permitted Acquisition, Asset Sale, Permitted Asset
      Exchange, incurrence of Indebtedness or other event for which financial
      statements are available.

     

    “Capital
      Expenditures”
shall
      mean, with respect to any Person, all expenditures by such Person which should
      be capitalized in accordance with GAAP and, without duplication, the amount
      of
      Capitalized Lease Obligations incurred by such Person.

     

    “Capitalized
      Lease Obligations”
shall
      mean, with respect to any Person, all rental obligations of such Person which,
      under GAAP, are or will be required to be capitalized on the books of such
      Person, in each case taken at the amount thereof accounted for as indebtedness
      in accordance with GAAP.

     

    “Cash
      Equivalents”
shall
      mean, as to any Person, (i) securities issued or directly and fully guaranteed
      or insured by the United States or any agency or instrumentality thereof
      (provided
      that the
      full faith and credit of the United States is pledged in support thereof) having
      approximate maturities of not more than one year from the date of acquisition,
      (ii) marketable direct obliga-tions issued by any state of the United States
      or
      any political subdivision of any such state or any public instrumentality
      thereof maturing within approximately one year from the date of acquisition
      thereof and, at the time of acquisition, having one of the two highest ratings
      obtainable from either S&P or Moody’s, (iii) Dollar denom-inated time
      deposits, certificates of deposit and bankers acceptances of any Lender or
      any
      commercial bank hav-ing, or which is the principal banking subsidiary of a
      bank
      holding company having, a long-term unsecured debt rating of at least “A” or the
      equivalent thereof from S&P or “A2” or the equivalent thereof from Moody’s
      with approximate maturities of not more than one year from the date of
      acquisition by such Person, (iv) repur-chase obligations with a term of not
      more
      than seven days for underlying securities of the types described in clause
      (i)
      above entered into with any bank meeting the qualifications specified in clause
      (iii) above, (v) commer-cial paper issued by any Person incorporated in the
      United States rated at least A-2 or the equivalent thereof by S&P or at
      least P-2 or the equivalent thereof by Moody’s and in each case maturing not
      more than one year after the date of acquisition by such Person, and (vi)
      investments in money market funds substantially all of whose assets are
      comprised of securities of the types described in clauses (i) through (v) above.
      

     

    
      
        
        

      

      
        -81-

        
          

        

      

      
        
        

      

    

     

    “CERCLA”
shall
      mean the Comprehensive Environmental Response, Compensation, and Liability
      Act
      of 1980, as the same has been amended and may hereafter be amended from time
      to
      time, 42 U.S.C. § 9601 et seq.

     

    “CGMI”
      Citigroup Capital Markets Group Inc.

     

    “Change
      of Control”
shall
      mean, at any time and for any reason whatsoever, (a) any “person” or “group” (as
      such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act)
      shall be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
      Securities Exchange Act) of Equity Interests having more than 30% of the total
      voting power of all outstanding Equity Interests of the Borrower in the election
      of directors, (b) the Board of Directors of the Borrower shall cease to consist
      of a majority of Continuing Directors or (c) a “change of control” or similar
      event shall occur as provided in the Existing Second-Lien Note Documents, any
      Permitted Subordinated Debt Documents or any other credit agreement, indenture
      or similar agreement in connection with indebtedness in an aggregate principal
      amount in excess of $1,000,000.

     

    “Change
      of Law”
shall
      have the meaning provided in Section 10.06.

     

    “Chicago
      Assets”
means
      the Telecommunications Assets owned by the Borrower and its Subsidiaries that
      are, on the Initial Borrowing Date, physically located in the Chicago, Illinois
      metropolitan area and utilized to provide telecommunications services to
      customers of the Borrower or its Subsidiaries in the Chicago, Illinois
      metropolitan area plus (i) such additional Telecommunications Assets as are,
      after the Initial Borrowing Date, purchased for such cable systems and located
      in the Chicago, Illinois metropolitan area pursuant to Capital Expenditures
      made
      in accordance with Section 9.07, (ii) related net working capital and (iii)
      Equity Interests in Persons that own no assets other than such
      assets.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended from time to time, and the
      regulations promulgated and rulings issued thereunder. Section references to
      the
      Code are to the Code as in effect at the date of this Agreement and any
      subsequent provisions of the Code amendatory thereof, supplemental thereto
      or
      substituted therefor.

     

    “Collateral”
shall
      mean all property (whether real or personal) with respect to which any security
      interests have been granted (or purported to be granted) pursuant to any
      Security Document, including, without limitation, all Pledge Agreement
      Collateral, all Security Agreement Collateral, all Mortgaged Properties and
      all
      cash and Cash Equivalents delivered as collateral pursuant to Section 4.02
      or
      10.

     

    “Collateral
      Agent”
shall
      mean the Administrative Agent acting as collateral agent for the Secured
      Creditors pursuant to the Security Documents.

     

    
      
        
        

      

      
        -82-

        
          

        

      

      
        
        

      

    

     

    “Commitment”
shall
      mean any of the commitments of any Lender, i.e.,
      an
      Initial Term Loan Commitment, an Incremental Term Loan Commitment or a Revolving
      Loan Commitment.

     

    “Commitment
      Commission”
shall
      have the meaning provided in Section 3.01(a).

     

    “Communications
      Act”
shall
      have the meaning provided in Section 7.23.

     

    “Consolidated
      Current Assets”
shall
      mean, at any time, the consolidated current assets of the Borrower and its
      Subsidiaries at such time.

     

    “Consolidated
      Current Liabilities”
shall
      mean, at any time, the consolidated current liabilities of the Borrower and
      its
      Subsidiaries at such time, but excluding the current portion of any Indebtedness
      under this Agreement and the current portion of any other long-term Indebtedness
      which would otherwise be included therein.

     

    “Consolidated
      EBITDA”
shall
      mean, for any period, Consolidated Net Income for such period, without giving
      effect (x) to any extraordinary gains or any extraordinary non-cash losses
      (except to the extent that any such extraordinary non-cash losses will require
      a
      cash payment in a future period) and (y) to any gains or losses from sales
      of
      assets other than from sales of inventory in the ordinary course of business,
      adjusted by (1) adding thereto:

     

    (i)  the
      Consolidated Interest Expense of the Borrower and its Subsidiaries for such
      period (to the extent that such Consolidated Interest Expense was deducted
      in
      arriving at Consolidated Net Income for such period (and including, to the
      extent not otherwise included in consolidated interest expense for such period,
      commissions, discounts, yield and other fees and charges incurred during such
      period in connection with Permitted Receivables Securitizations that are payable
      to any Person other than a Credit Party, and any other amounts for such period
      comparable to or in the nature of interest under any Permitted Receivables
      Securitization, including losses on the sale of assets relating to any
      receivables securitization transaction accounted for as a “true
      sale”));

     

    (ii)
        provisions
      for taxes based on income that were deducted in arriving at Consolidated Net
      Income for such period;

     

    (iii)  the
      amount of all amortization of intangibles and deprecia-tion that were deducted
      in arriving at Consolidated Net Income for such period;

     

    (iv)    
       the
      amount of all expenses incurred in connection with the Transaction for such
      period to the extent that
      same
      were deducted in arriving at Consolidated Net Income for such
      period;

     

    (v)
        the
      amount of all non-cash deferred compensation expense for such period to the
      extent that same was deducted in arriving at the Consolidated Net Income for
      such period;

     

    (vi)    
       the
      amount of debt extinguishment costs (including prepayment premiums) in
      connection with the repayment of Indebtedness permitted to be incurred and
      repaid pursuant to this Agreement;

     

    
      
        
        

      

      
        -83-

        
          

        

      

      
        
        

      

    

     

    (vii)
         (A)
      any
      non-cash, non-recurring charges and any non-cash charges associated with stock
      based compensation and (B) any non-cash impairment, non-cash exit costs (i.e.,
      costs for exiting a facility) and non-cash restructuring charges; provided
      that
      if any cash amounts are paid in any subsequent period with respect to amounts
      described above in this clause (vii), the amounts so paid in any subsequent
      period shall be subtracted in determining Consolidated EBITDA for such
      subsequent period as provided in clause 2(i) below;

     

    and
      (2)
      deducting therefrom:

     

    (i)  the
      amount of all cash payments during such period that are associated with any
      non-cash loss, charge, impairment, cost (including, without limitation, as
      described in preceding clause (1)(vii)) or expense that was added back to
      Consolidated Net Income in a previous period; and

     

    (ii)   
       the
      amount of all consolidated interest income of the Borrower and its Subsidiaries
      to the extent same increased Consolidated Net Income for such period;
it
      being
      understood that in determining the Total Leverage Ratio and the Senior Secured
      Leverage Ratio, Consolidated EBITDA for any period shall be calculated on a
      Pro Forma
      Basis to
      give effect to any Acquired Entity or Business acquired during such period
      pursuant to a Permitted Acquisition, and to any Material Asset Sale effected
      during such period.

     

    “Consolidated
      Indebtedness”
shall
      mean, at any time, the sum of (without duplication) (i) all Indebtedness of
      the Borrower and its Subsidiaries (on a consolidated basis) as would be required
      to be reflected as debt or Capital Lease Obligations on the liability side
      of a
      consolidated balance sheet of the Borrower and its Subsidiaries in accordance
      with GAAP, (ii) all Indebtedness of the Borrower and its Subsidiaries of
      the type described in clauses (ii) and (viii) of the definition of Indebtedness
      and (iii) all Contingent Obligations of the Borrower and its Subsidiaries
      in respect of Indebtedness of any third Person of the type referred to in
      preceding clauses (i) and (ii); provided
      that the
      sum of the aggregate amount available to be drawn (i.e.,
      unfunded amounts) under all letters of credit, bankers’ acceptances, bank
      guaranties, surety bonds and similar obligations issued for the account of
      the
      Borrower or any of its Subsidiaries (but excluding, for avoidance of doubt,
      all
      unpaid drawings or other matured monetary obligations owing in respect of such
      letters of credit, bankers’ acceptances, bank guaranties, surety bonds and
      similar obligations) shall not be included in any determination of “Consolidated
      Indebtedness.” 

     

    “Consolidated
      Interest Coverage Ratio”
shall
      mean, for any period, the ratio of Consolidated EBITDA to Consolidated Interest
      Expense for such period.

     

    “Consolidated
      Interest Expense”
shall
      mean, for any period, the sum of the total consolidated interest expense of
      the
      Borrower and its Subsidiaries for such period (calculated without regard to
      any
      limitations on the payment thereof) plus, without duplication, that portion
      of
      Capitalized Lease Obligations of the Borrower and its Subsidiaries representing
      the interest factor for such period, including, to
      the
      extent not otherwise included in consolidated interest expense for such period,
      commissions, discounts, yield and other fees, charges and amounts incurred
      in
      connection with Permitted Receivables Securitizations during such period that
      are payable to any Person other than a Credit Party and that are comparable
      to
      or in the nature of interest under any Permitted Receivables Securitization,
      including losses on the sale of assets relating to any receiv-ables
      securitization transaction accounted for as a “true sale” (other than any
      one-time financ-ing fees paid upon entering into any Permitted Receivables
      Securitization);
      provided
      that the
      amortization of deferred financing, legal and accounting costs with respect
      to
      this Agreement and the Existing Second-Lien Note Indenture and any other
      Indebtedness permitted to be incurred pursuant to this Agreement, in each case
      shall be excluded from Consolidated Interest Expense to the extent same would
      otherwise have been included therein.

     

    
      
        
        

      

      
        -84-

        
          

        

      

      
        
        

      

    

     

    “Consolidated
      Net Income”
shall
      mean, for any period, the net income (or loss) of the Borrower and its
      Subsidiaries for such period, determined on a consolidated basis (after any
      deduc-tion for minority interests), provided
      that (i)
      in determining Consolidated Net Income, the net income of any other Person
      which
      is not a Subsidiary of the Borrower or is accounted for by the Borrower by
      the
      equity method of accounting shall be included only to the extent of the payment
      of cash dividends or cash distri-bu-tions by such other Person to the Borrower
      or a Subsidiary thereof during such period, (ii) the net income of any
      Subsidiary of the Borrower (other than the Borrower) shall be excluded to the
      extent that the declaration or payment of cash dividends or similar cash
      distributions by that Subsidiary of that net income is not at the date of
      determination permitted by operation of its charter or any agreement, instrument
      or law applicable to such Subsidiary and (iii) except in the case of
      calculations made on a Pro Forma
      Basis,
      the net income (or loss) of any other Person acquired by the Borrower or a
      Subsidiary of the Borrower in a pooling of interests transaction for any period
      prior to the date of such acquisition shall be excluded. 

     

    “Consolidated
      Net Tangible Assets”
shall
      mean, at any time, the assets of the Borrower and its Subsidiaries determined
      on
      a consolidated basis at such time less the amount of all intangible assets
      of
      the Borrower and its Subsidiaries at such time, including, without limitation,
      all goodwill, customer lists, franchises, licenses, computer software, patents,
      trademarks, trade names, copyrights, service marks, brand names, unamortized
      deferred charges, unamortized debt discount and capitalized research and
      development costs.

     

    “Consolidated
      Senior Secured Indebtedness”
shall
      mean, at any time, Consolidated Indebtedness at such time less
      the sum
      of (i) the aggregate principal amount of all Second-Lien Notes outstanding
      at
      such time plus
      (ii) the
      aggregate principal amount of all Permitted Subordinated Debt outstanding at
      such time. 

     

    “Contingent
      Obligation”
shall
      mean, as to any Person, any obligation of such Person as a result of such Person
      being a general partner of any other Person, unless the under-lying obligation
      is expressly made non-recourse as to such general partner, and any obligation
      of
      such Person guaranteeing or intended to guarantee any Indebtedness, leases,
      dividends or other obli-gations (“primary
      obligations”)
      of any
      other Person (the “primary
      obligor”)
      in any
      manner, whether directly or indirectly, including, without limitation, any
      obligation of such Person, whether or not contingent, (i) to purchase any such
      primary obligation or any property consti-tut-ing direct or indirect security
      therefor, (ii) to advance or supply funds (x) for the purchase or pay-ment
      of
      any such primary obligation or (y) to maintain working capital or equity capital
      of the primary obligor or otherwise to maintain the net worth or solvency of
      the
      primary obligor, (iii) to purchase property, securities or services primarily
      for the purpose of assuring the owner of any such primary obligation of the
      ability of the primary obligor to make payment of such primary obli-gation
      or
      (iv) otherwise to assure or hold harmless the holder of such primary
      obligation against loss in respect thereof; provided,
      however,
      that
      the term Contingent Obligation shall not include endorsements of instruments
      for
      deposit or collection in the ordinary course of business. The amount of any
      Contingent Obligation shall be deemed to be an amount equal to the stated or
      determinable amount of the primary obligation in respect of which such
      Contingent Obligation is made or, if not stated or determinable, the maximum
      reasonably anticipated liability in respect thereof (assuming such Person is
      required to perform thereunder) as determined by such Person in good
      faith.

     

    
      
        
        

      

      
        -85-

        
          

        

      

      
        
        

      

    

     

    “Continuing
      Directors”
shall
      mean the directors of the Borrower on the Effective Date, after giving effect
      to
      the Transaction, and each other director if, in each case, such other director’s
      nomination for election to the board of directors of the Borrower is recommended
      by at least a majority of the then Continuing Directors in his or her election
      by the shareholders of the Borrower.

     

    “Credit
      Documents”
shall
      mean this Agreement, the Intercreditor Agreement and, after the execution and
      delivery thereof pursuant to the terms of this Agreement, each Note, the
      Subsidiaries Guaranty and each Security Document.

     

    “Credit
      Event”
shall
      mean the making of any Loan or the issuance of any Letter of
      Credit.

     

    “Credit
      Party”
shall
      mean the Borrower and each Subsidiary Guarantor.

     

    “DBAG”
shall
      mean Deutsche Bank AG Cayman Island Branch.

     

    “DBSI”
shall
      mean Deutsche Bank Securities Inc., in its individual capacity.

     

    “DBTCA”
shall
      mean Deutsche Bank Trust Company Americas, in its individual capacity, and
      any
      successor corporation thereto by merger, consolidation or
      otherwise.

     

    “Debt
      Rating”
shall
      mean, as of any date, the rating that has been most recently announced by
      Moody’s for the senior secured long term debt issued of the
      Borrower.

     

    “Default”
shall
      mean any event, act or condition which with notice or lapse of time, or both,
      would constitute an Event of Default.

     

    “Defaulting
      Lender”
shall
      mean any Lender with respect to which a Lender Default is in
      effect.

     

    “Dividend”
shall
      mean, with respect to any Person, that such Person has declared or paid a
      dividend, distribution or returned any equity capital to its stockholders,
      partners or members or authorized or made any other distribution, payment or
      delivery of property (other than Qualified Capital Stock of the same type as
      that in respect of which such dividend or distribution is being made of such
      Person or rights to acquire Qualified Capital Stock of the same type as that
      in
      respect of which such dividend or distribution is being made of such Person)
      or
      cash to its stockholders, partners or members as such, or redeemed, retired,
      purchased or otherwise acquired, directly or indirectly, for a consideration
      any
      Equity Interests outstanding on or after the Initial Borrowing Date (or any
      options or warrants issued by such Person with respect to its Equity Interests),
      or set aside any funds for any of the foregoing purposes, or shall have
      permitted any of its Subsidiaries to purchase or otherwise acquire for a
      consideration any Equity Interests of such Person outstanding on or after the
      Initial Borrowing Date (or any options or warrants issued by such Person with
      respect to its Equity Interests). Without limiting the foregoing, “Dividends”
with respect to any Person shall also include all payments made or required
      to
      be made by such Person with respect to any stock appreciation rights, plans,
      equity incentive or achievement plans or any similar plans or setting aside
      of
      any funds for the foregoing purposes.

     

    
      
        
        

      

      
        -86-

        
          

        

      

      
        
        

      

    

     

    “Documentation
      Agent”
shall
      mean SocGen, in its capacity as such hereunder.

     

    “Documents”
shall
      mean the Credit Documents and the Second-Lien Note Documents.

     

    “Dollars”
and
      the
      sign “$”
shall
      each mean freely transferable lawful money of the United States.

     

    “Drawing”
shall
      have the meaning provided in Section 2.05(b).

     

    “Effective
      Date”
shall
      have the meaning provided in Section 13.10.

     

    “Eligible
      Transferee”
shall
      mean a commercial bank, an insurance company, a finance company, a financial
      institution, any fund that invests in Term Loans or any other “accredited
      investor” (as defined in Regulation D of the Securities Act), but in any event
      excluding the Borrower and its Subsidiaries.

     

    “Environmental
      Claims”
shall
      mean any and all administrative, regulatory or judicial actions, suits, demands,
      demand letters, directives, claims, liens, notices of noncompliance or
      violation, investigations or proceedings relating in any way to any
      Environmental Law or any permit issued, or any approval given, under any such
      Environmental Law (hereafter, “Claims”),
      including, without limitation, (a) any and all Claims by governmental or
      regulatory authorities for enforcement, cleanup, removal, response, remedial
      or
      other actions or damages pursuant to any applicable Environmental Law, and
      (b) any and all Claims by any third party seeking damages, contribution,
      indemnification, cost recovery, compensation or injunctive relief in connection
      with alleged injury or threat of injury to health, safety or the environment
      due
      to the presence of Hazardous Materials.

     

    “Environmental
      Law”
shall
      mean any Federal, state, foreign or local statute, law, rule, regulation,
      ordinance, code, guideline, policy and rule of common law now or hereafter
      in
      effect and in each case as amended, and any judicial or administrative
      interpretation thereof, including any judicial or administrative order, consent
      decree or judgment, relating to the environment, employee health and safety
      or
      Hazardous Materials, including, without limitation, CERCLA; the Resource
      Conservation and Recovery Act, 42 U.S.C § 6901 et seq.;
      the
      Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.;
      the
      Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.;
      the
      Clean Air Act, 42 U.S.C. § 7401 et seq.;
      the
      Safe Drinking Water Act, 42 U.S.C. § 3803 et seq.;
      the Oil
      Pollution Act of 1990, 33 U.S.C. § 2701 et seq.;
      the
      Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C.
§ 11001 et seq.;
      the
      Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.;
      the
      Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.;
      and any
      state and local or foreign counterparts or equivalents, in each case as amended
      from time to time.

     

    
      
        
        

      

      
        -87-

        
          

        

      

      
        
        

      

    

     

    “Equity
      Interests”
of
      any
      Person shall mean any and all shares, interests, rights to purchase, warrants,
      options, participation or other equivalents of or interest in (however
      desig-nated) equity of such Person, including any preferred stock, any limited
      or general partner-ship interest and any limited liability company membership
      interest.

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as amended from time
      to time, and the regulations promulgated and rulings issued thereunder. Sec-tion
      references to ERISA are to ERISA, as in effect at the date of this Agreement
      and
      any sub-sequent provisions of ERISA, amendatory thereof, supplemental thereto
      or
      substituted therefor.

     

    “ERISA
      Affiliate”
shall
      mean each person (as defined in Section 3(9) of ERISA) which together with
      the
      Borrower or a Subsidiary of the Borrower would be deemed to be a “single
      employer” (i) within the meaning of Section 414(b), (c), (m) or (o) of the Code
      or (ii) as a result of the Borrower or a Subsidiary of the Borrower being or
      having been a general partner of such person. 

     

    “Eurodollar
      Loan”
shall
      mean each Loan desig-nated as such by the Borrower at the time of the incurrence
      thereof or conversion thereto.

     

    “Eurodollar
      Rate”
shall
      mean (a) the offered quotation to first-class banks in the New York interbank
      Eurodollar market by the Administrative Agent for Dollar deposits of amounts
      in
      immediately available funds comparable to the outstanding principal amount
      of
      the Eurodollar Loan of the Administrative Agent (in its capacity as a Lender)
      with maturities comparable to the Interest Period applicable to such Eurodollar
      Loan commencing two Business Days thereafter as of 10:00 A.M. (New York time)
      on
      the applicable Interest Determination Date, divided (and rounded upward to
      the
      nearest 1/16 of 1%) by (b) a percentage equal to 100% minus the then stated
      maximum rate of all reserve requirements (including, without limitation, any
      marginal, emergency, supplemental, special or other reserves required by
      applicable law) applicable to any member bank of the Federal Reserve System
      in
      respect of Eurocurrency funding or liabilities as defined in Regulation D (or
      any successor category of liabilities under Regulation D).

     

    “Event
      of Default”
shall
      have the meaning provided in Section 10.

     

    “Excess
      Cash Flow”
shall
      mean, for any period, the remainder of (a) the sum of, without duplication,
      (i)
      Adjusted Consolidated Net Income for such period and (ii) the decrease, if
      any,
      in Adjusted Consolidated Working Capital from the first day to the last day
      of
      such period, minus (b) the sum of, without duplication, (i) the aggregate amount
      of all Capital Expenditures made by the Borrower and its Subsidiaries during
      such period (other than Capital Expenditures to the extent financed with equity
      proceeds, Asset Sale proceeds, insurance proceeds or Indebtedness), (ii) the
      aggregate amount of all payments made in respect of all Permitted Acquisitions
      consummated by the Borrower and its Subsidiaries during such period (other
      than
      any such payments to the extent financed with equity proceeds, Asset Sale
      proceeds, insur-ance proceeds or Indebtedness), (iii) the aggregate amount
      of
      permanent principal payments of Indebtedness for borrowed money of the Borrower
      and its Subsidiaries during such period (other than (A) repayments pursuant
      to
      the Refinancing, (B) repayments to the extent made with Asset Sale proceeds,
      equity proceeds, insurance pro-ceeds or Indebtedness and (C) repay-ments of
      Loans, provided
      that
      repayments of Loans shall be deducted in determining Excess Cash Flow to the
      extent such repayments were (x) required as a result of a Scheduled Repayment
      under Section 4.02(b) or (y) made as a voluntary prepayment with intern-ally
      generated funds (but in the case of a voluntary prepayment of Revolving Loans
      or
      Swingline Loans, only to the extent accompanied by a voluntary reduction to
      the
      Total Revolving Loan Commitment in an amount equal to such prepayment)), and
      (iv) the increase, if any, in Adjusted Consolidated Working Capital from the
      first day to the last day of such period. 

     

    
      
        
        

      

      
        -88-

        
          

        

      

      
        
        

      

    

     

    “Excess
      Cash Payment Date”
shall
      mean April 15 of each year (commencing on April 15, 2006).

     

    “Excess
      Cash Payment Period”
shall
      mean, with respect to the repayment required on each Excess Cash Payment Date,
      the immediately preceding fiscal year of the Borrower.

     

    “Existing
      Credit Agreements”
shall
      mean each of the Existing First-Lien Credit Agreement and the Existing
      Third-Lien Credit Agreement.

     

    “Existing
      First-Lien Credit Agreement”
shall
      mean the First-Lien Credit Agreement, dated as of December 21, 2004, among
      the
      Borrower, the Lenders party thereto from time to time and Deutsche Bank Cayman
      Islands Branch, as Administrative Agent (as in effect on the Initial Borrowing
      Date immediately prior to giving effect to the Transaction).

     

    “Existing
      Indebtedness”
shall
      have the meaning provided in Section 7.21.

     

    “Existing
      Second-Lien Administrative Agent”
shall
      mean the “Trustee” (including in its capacity as collateral agent under the
      Existing Second-Lien Note Documents) under and as defined in the Existing
      Second-Lien Note Indenture.

     

    “Existing
      Second-Lien Collateral Agent”
shall
      mean the “Trustee” under and as defined in the Existing Second-Lien Note
      Documents. 

     

    “Existing
      Second-Lien Note Documents”
shall
      mean the Existing Second-Lien Note Indenture, and the related guarantees, pledge
      agreements, security agreements, mortgages, notes and other agreements and
      instruments entered into in connection with the Existing Second-Lien Note
      Indenture, in each case as the same may be amended, modified and/or supplemented
      from time to time in accordance with the terms hereof and thereof.

     

    “Existing
      Second-Lien Note Indenture”
shall
      mean that certain Indenture, dated as of December 21, 2004, among the Borrower,
      as Issuer, and the Existing Second-Lien Administrative Agent, as Trustee, as
      the
      same may be amended, modified and/or supplemented from time to time in
      accordance with the terms hereof and thereof.

     

    
      
        
        

      

      
        -89-

        
          

        

      

      
        
        

      

    

     

    “Existing
      Second-Lien Notes”
shall
      mean the 7-3/8% Convertible Second-Lien Notes due 2012 issued by the Borrower
      on
      December 21, 2004 pursuant to the Existing Second-Lien Note
      Indenture.

     

    “Existing
      Second-Lien Security Documents”
shall
      mean the “Security Documents” under, and as defined in, the Existing Second-Lien
      Note Indenture.

     

    “Existing
      Standby Letter of Credit”
shall
      have the meaning provided in Section 2.01(b).

     

    “Existing
      Third-Lien Credit Agreement”
shall
      mean the Credit Agreement, dated as of December 21, 2004, among the Borrower,
      the lenders party thereto, and HSBC Bank USA, National Association, as agent,
      as
      the same may be amended, modified, and/or supplemented from time to time in
      accordance with the terms hereof and thereof.

     

    “Existing
      Third-Lien Credit Documents”
shall
      mean the Third-Lien Credit Agreement, and the related guarantees, pledge
      agreements, security agreements, mortgages, notes and other agreements and
      instruments entered into in connection with the Third-Lien Credit Agreement,
      in
      each case as the same may be amended, modified and/or supplemented from time
      to
      time in accordance with the terms hereof and thereof.

     

    “Facing
      Fee”
shall
      have the meaning provided in Section 3.01(d).

     

    “Fair
      Market Value”
shall
      mean, with respect to any asset, the price at which a willing buyer, not an
      Affiliate of the seller, and a willing seller who does not have to sell, would
      agree to purchase and sell such asset (as determined in good faith by the board
      of directors or other governing body or, pursuant to a specific delegation
      of
      authority by such board of directors or governing body, a designated senior
      executive officer, of the Borrower, or the Subsidiary of the Borrower selling
      such asset). For the avoidance of doubt, the determination of “price” for the
      purposes of calculations of the Fair Market Value of assets transferred pursuant
      to a Permitted Asset Exchange shall be made in accordance with the provisions
      of
      the parenthetical statement contained in the immediately preceding sentence.
      

     

    “FCC”
shall
      mean the U.S. Federal Communications Commission, or any successor
      thereto.

     

    “FCC
      Licenses”
shall
      have the meaning provided in Section 7.23(a).

     

    “FDIC”
shall
      mean the Federal Deposit Insurance Corporation or any successor
      thereto.

     

    “Federal
      Funds Rate”
shall
      mean, for any period, a fluctuating interest rate equal for each day during
      such
      period to the weighted average of the rates on overnight Federal Funds
      transactions with members of the Federal Reserve System arranged by Federal
      Funds brokers, as published for such day (or, if such day is not a Business
      Day,
      for the next preceding Business Day) by the Federal Reserve Bank of New York,
      or, if such rate is not so published for any day which is a Business Day, the
      average of the quotations for such day on such transactions received by the
      Administrative Agent from three Federal Funds brokers of recognized standing
      selected by the Administrative Agent.

     

    
      
        
        

      

      
        -90-

        
          

        

      

      
        
        

      

    

     

    “Fees”
shall
      mean all amounts payable pursuant to or referred to in Section
      3.01.

     

    “FEMA”
shall
      mean the Federal Emergency Management Agency or any successor
      thereto.

     

    “Financial
      Covenants”
shall
      mean each of the financial covenants contained in Sections 9.08 and
      9.09.

     

    “Foreign
      Pension Plan”
shall
      mean each employee benefit plan, employment, bonus, incentive, stock purchase
      and stock option plan, program, agreement or arrangement; and each severance,
      termination pay, salary continuation, retention, accrued leave, vacation, sick
      pay, sick leave, medical, life insurance, disability, accident, profit-sharing,
      fringe benefit, pension, deferred compensation or other retirement or
      superannuation plan, fund, program, agreement, commitment or arrangement
      sponsored, established, maintained or contributed to, or required to be
      contributed to, or with respect to which any liability is borne, outside the
      fifty states of the United States of America, by the Borrower or any of its
      Subsidiaries, including, without limitation, any such plan, fund, program,
      agreement or arrangement sponsored by a government or governmental
      entity.

     

    “Foreign
      Person”
means
      any Person that is not a “United States person” as defined in Section 7701(a)(3)
      of the Code.

     

    “GAAP”
shall
      mean generally accepted accounting principles in the United States of America
      as
      in effect from time-to-time; provided that determinations in accordance with
      GAAP for purposes of Sections 4.02, 8.15 and 9, including defined terms as
      used therein, are subject (to the extent provided therein) to
      Section 13.07(a).

     

    “Governmental
      Authorizations”
shall
      have the meaning provided in Section 7.23(b).

     

    “Hazardous
      Materials”
shall
      mean (a) any petroleum or petroleum products, radioactive materials,
      asbestos in any form that is or could become friable, urea formaldehyde foam
      insulation, dielectric fluid containing levels of polychlorinated biphenyls,
      and
      radon gas; (b) any chemicals, materials or substances defined as or
      included in the definition of “hazardous substances,” “hazardous waste,”
“hazardous materials,” “extremely hazardous substances,” “restricted hazardous
      waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,”
or words of similar import, under any applicable Environmental Law; and
      (c) any other chemical, material or substance, the exposure to, or Release
      of which is prohibited, limited or regulated by any governmental
      authority.

     

    “Incremental
      Term Loan”
shall
      have the meaning provided in Section 1.01(e).

     

    “Incremental
      Term Loan Borrowing Date”
shall
      mean each date on which Incremental Term Loans are incurred pursuant to Section
      1.01(e).

     

    
      
        
        

      

      
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    “Incremental
      Term Loan Commitment”
shall
      mean, for each Incremental Term Loan Lender, the commitment of such Incremental
      Term Loan Lender to make Incremental Term Loans pursuant to Section 1.01(e)
      on a
      given Incremental Term Loan Borrowing Date, as such commitment is set forth
      in
      the respective Incremental Term Loan Commitment Agreement.

     

    “Incremental
      Term Loan Commitment Agreement”
shall
      mean an Incremental Term Loan Commitment Agreement substantially in the form
      of
      Exhibit C (appropriately completed as contemplated by this Agreement and with
      such modifications as may be acceptable to the Administrative Agent and the
      Borrower).

     

    “Incremental
      Term Loan Lender”
shall
      mean at any time each Lender with an Incremental Term Loan Commitment or with
      outstanding Incremental Term Loans.

     

    “Incremental
      Term Note”
has
      the
      meaning provided in Section 1.05(a).

     

    “Indebtedness”
shall
      mean, as to any Person, without duplication, (i) all indebted-ness (including
      principal, interest, fees and charges) of such Person for borrowed money or
      for
      the deferred purchase price of property or services, (ii) the maximum amount
      available to be drawn under all letters of credit, bankers’ acceptances and
      similar obligations issued for the account of such Person and all unpaid
      drawings in respect of such letters of credit, bankers’ acceptances and similar
      obligations, (iii) all Indebtedness of the types described in clause (i), (ii),
      (iv), (v), (vi), (vii), (viii) or (ix) of this definition secured by any Lien
      on
      any property owned by such Person, whether or not such Indebtedness has been
      assumed by such Person (provided
      that, if
      the Person has not assumed or otherwise become liable in respect of such
      Indebtedness, such Indebtedness shall be deemed to be in an amount equal to
      the
      Fair Market Value of the property to which such Lien relates as deter-mined
      in
      good faith by such Person), (iv) the aggregate amount of all Capitalized Lease
      Obligations of such Person, (v) all obligations of such Person to pay a
      specified purchase price for goods or services, whether or not delivered or
      accepted, i.e.,
      take-or-pay and similar obligations, (vi) all Contingent Obligations of such
      Person, (vii) all obligations under any Interest Rate Protection Agreement,
      any
      Other Hedging Agreement or under any similar type of agreement, (viii) the
      amount of any Permitted Receivables Securitizations of such Person and (ix)
      all
      Off-Balance Sheet Liabilities of such Person. Notwithstanding the foregoing,
      Indebtedness shall not include trade payables and accrued expenses incurred
      by
      any Person in accordance with customary practices and in the ordinary course
      of
      business of such Person. It is understood and agreed that surety bonds obtained
      in the ordinary course of business (and the related reimbursement obligations
      to
      the respective surety or sureties) for the benefit of (and which support only
      obligations otherwise permitted hereunder of) the Borrower and the Subsidiary
      Guarantors (other than RCN International) shall not be considered Indebtedness
      for purposes of this definition, so long as such surety bonds do not otherwise
      support any obligation that would constitute Indebtedness.

     

    “Initial
      Borrowing Date”
shall
      mean the date occurring on or after the Effective Date on which the initial
      Borrowing of Loans occurs.

     

    “Initial
      Term Loan Commitment”
shall
      mean, for each Lender, the amount set forth opposite such Lender’s name in
      Schedule 1.01 directly below the column entitled “Initial Term Loan
      Commitment,” as the same may be terminated pursuant to Sections 3.03 and/or
      10.

     

    
      
        
        

      

      
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    “Initial
      Term Loans”
shall
      have the meaning provided in Section 1.01(a).

     

    “Intercompany
      Loan”
shall
      have the meaning provided in Section 9.05(vii).

     

    “Intercompany
      Note”
shall
      mean a promissory note, in the form of Exhibit M, evidencing Intercompany
      Loans.

     

    “Intercreditor
      Agreement”
shall
      mean that certain Intercreditor Agreement, dated as of December 21, 2004, and
      entered into by and among the Borrower, each other Grantor from time to time
      party thereto, the Administrative Agent, as successor to Deutsche Bank AG Cayman
      Islands Branch, in its capacities as administrative agent and collateral agent
      under the Credit Documents, the Existing Second Lien Collateral Agent and HSBC
      Bank USA, National Association, in its capacities as administrative agent and
      collateral agent under the Existing Third-Lien Credit Documents (together with
      its successors and assigns from time to time). 

     

    “Interest
      Determination Date”
shall
      mean, with respect to any Eurodollar Loan, the second Business Day prior to
      the
      commencement of any Interest Period relating to such Eurodollar
      Loan.

     

    “Interest
      Period”
shall
      have the meaning provided in Section 1.09.

     

    “Interest
      Rate Protection Agreement”
shall
      mean any interest rate swap agreement, interest rate cap agreement, interest
      collar agreement, interest rate hedging agreement or other similar agreement
      or
      arrangement.

     

    “Investments”
shall
      have the meaning provided in Section 9.05.

     

    “Issuing
      Lender”
shall
      mean (i) except as otherwise provided in Section 12.09, DBTCA (which for
      purposes of this definition shall also include any banking affiliate of DBTCA
      (including Deutsche Bank AG New York Branch) which may agree to issue Letters
      of
      Credit under this Agreement), (ii) with respect to the Existing Standby Letters
      of Credit only, DBAG and (iii) any other Lender reasonably acceptable to the
      Administrative Agent which agrees to issue Letters of Credit hereunder. Any
      Issuing Lender may, in its discretion, arrange for one or more Letters of Credit
      to be issued by one or more Affiliates of such Issuing Lender. The only Issuing
      Lenders on the Initial Borrowing Date are the Administrative Agent and, with
      respect to Existing Standby Letters of Credit only, DBAG.

     

    “Joint
      Book Runners”
shall
      mean each of DBSI and CGMI, in each of their capacities as such
      hereunder.

     

    “L/C
      Supportable Obligations”
shall
      mean (i) obligations of the Borrower or any of its Subsidiaries with respect
      to
      workers compensation, surety bonds and other similar statutory obligations
      and
      (ii) such other obligations of the Borrower or any of its Subsidiaries as are
      reason-ably acceptable to the respective Issuing Lender and otherwise permitted
      to exist pursuant to the terms of this Agreement.

     

    “Lead
      Arranger”
shall
      mean DBSI, in its capacity as such hereunder.

     

    
      
        
        

      

      
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    “Leaseholds”
of
      any
      Person shall mean all the right, title and interest of such Person as lessee
      or
      licensee in, to and under leases or licenses of land, improvements and/or
      fixtures.

     

    “Lender”
shall
      mean each financial institution listed on Schedule 1.01, as well as any Person
      that becomes a “Lender” hereunder pursuant to Section 1.13, 1.14 or
      13.04(b).

     

    “Lender
      Default”
shall
      mean (i) the refusal (which has not been retracted) or the failure of a Lender
      to make available its portion of any Borrowing (including any Mandatory
      Borrowing) or to fund its portion of any unreimbursed payment under Section
      2.04(c) or (ii) a Lender having notified in writing the Borrower and/or the
      Administrative Agent that such Lender does not intend to comply with its
      obligations under Section 1.01 or 2.

     

    “Letter
      of Credit”
shall
      have the meaning provided in Section 2.01(a).

     

    “Letter
      of Credit Fee”
shall
      have the meaning provided in Section 3.01(c).

     

    “Letter
      of Credit Outstandings”
shall
      mean, at any time, the sum of (i) the Stated Amount of all outstanding Letters
      of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect of
      all
      Letters of Credit.

     

    “Letter
      of Credit Request”
shall
      have the meaning provided in Section 2.03(a).

     

    “Lien”
shall
      mean any mortgage, pledge, hypothecation, assignment, deposit arrange-ment,
      encumbrance, lien (statutory or other), preference, priority or other security
      agree-ment of any kind or nature whatsoever (including, without limitation,
      any
      conditional sale or other title retention agreement, any financing or similar
      statement or notice filed under the UCC or any other similar recording or notice
      statute, and any lease having substantially the same effect as any of the
      foregoing).

     

    “Loan”
shall
      mean each Term Loan (including each Incremental Term Loan), each Revolving
      Loan
      and each Swingline Loan.

     

    “Los
      Angeles Assets”
means
      the Telecommunications Assets owned by the Borrower and its Subsidiaries that
      are, on the Initial Borrowing Date, physically located in the Los Angeles,
      California metropolitan area and utilized to provide telecommunications services
      to customers of the Borrower or its Subsidiaries in the Los Angeles, California
      metropolitan area plus (i) such additional Telecommunications Assets as are,
      after the Initial Borrowing Date, acquired for such cable systems and located
      in
      the Los Angeles, California metropolitan area pursuant to Capital Expenditures
      made in accordance with Section 9.07, (ii) related net working capital and
      (iii)
      Equity Interests in Persons that own no assets other than such
      assets.

     

    “Majority
      Lenders”
of
      any
      Tranche shall mean those Non-Defaulting Lenders which would constitute the
      Required Lenders under, and as defined in, this Agreement if all outstanding
      Obligations under the other Tranche were repaid in full and all commitments
      with
      respect thereto were terminated.

     

    
      
        
        

      

      
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    “Management
      Agreements”
shall
      mean all material agreements entered into by the Borrower or any of its
      Subsidiaries with respect to the management of the Borrower or any of its
      Subsidiaries after giving effect to the Transaction (including consulting
      agreements and other management advisory agreements but excluding employment
      agreements).

     

    “Mandatory
      Borrowing”
shall
      have the meaning provided in Section 1.01(d).

     

    “Margin
      Stock”
shall
      have the meaning provided in Regulation U.

     

    “Material
      Adverse Effect”
shall
      mean (i) a material adverse effect on the business, operations, property,
      assets, liabilities, condition (financial or otherwise) or prospects of the
      Borrower and its Subsidiaries taken as a whole since December 31, 2005 or
      (ii) a material adverse effect (x) on the rights or remedies of the Lenders
      or
      the Administrative Agent hereunder or under any other Credit Document or (y)
      on
      the ability of any Credit Party to perform its obligations to the Lenders or
      Administrative Agent hereunder or under any other Credit Document.

     

    “Material
      Asset Sale”
shall
      mean any Asset Sale where the gross proceeds received by the Borrower and its
      Subsidiaries (taking the amount of cash and Cash Equivalents received, the
      principal amount of Indebtedness assumed and the Fair Market Value of all other
      consideration) is in excess of $5,000,000.

     

    “Maturity
      Date”
shall
      mean, with respect to the relevant Tranche of Loans, the Term Loan Maturity
      Date, the Revolving Loan Maturity Date or the Swingline Expiry Date, as the
      case
      may be.

     

    “Maximum
      Swingline Amount”
shall
      mean $5,000,000.

     

    “Minimum
      Borrowing Amount”
shall
      mean (i) for Term Loans, $5,000,000, (ii) for Revolving Loans, $500,000,
      and (iii) for Swingline Loans, $100,000.

     

    “Moody’s”
shall
      mean Moody’s Investors Service, Inc.

     

    “Mortgage”
shall
      mean a mortgage, leasehold mortgage, deed of trust, leasehold deed of trust,
      deed to secure debt, leasehold deed to secure debt or similar security
      instrument.

     

    “Mortgage
      Policy”
shall
      mean a mortgage title insurance policy or a binding commitment with respect
      thereto.

     

    “Mortgaged
      Property”
shall
      mean any Real Property owned or leased by the Borrower or any of its
      Subsidiaries which is encumbered (or required to be encumbered) by a
      Mortgage.

     

    “NAIC”
shall
      mean the National Association of Insurance Commissioners.

     

    “Net
      Debt Proceeds”
shall
      mean, with respect to any incurrence of Indebtedness for borrowed money, the
      cash proceeds (net of underwriting discounts and commissions and other
      reasonable costs and expenses associated therewith) received by the respective
      Person from the respective incurrence of such Indebtedness for borrowed
      money.

     

    
      
        
        

      

      
        -95-

        
          

        

      

      
        
        

      

    

     

    “Net
      Insurance Proceeds”
shall
      mean, with respect to any Recovery Event, the cash proceeds (net of the (x)
      marginal increase in taxes reasonably expected to be payable with respect to
      the
      fiscal year in which such event occurred as a result thereof and reasonable
      costs and expenses incurred in connection with such Recovery Event and (y)
      all
      cash amounts required to be applied as the result of such event to repay
      Indebtedness (other than Indebtedness hereunder or under the Second-Lien Credit
      Documents) of the Borrower or the respective Subsidiary secured by such asset)
      received by the respective Person in connection with such Recovery
      Event.

     

    “Net
      Sale Proceeds”
shall
      mean, for any Asset Sale, the gross cash proceeds (includ-ing any cash received
      by way of deferred payment pursuant to a promissory note, receiv-able or
      otherwise, but only as and when received) received from such sale of assets,
      net
      of the reasonable costs and expenses of such sale (including fees and
      commissions, payments of unassumed liabilities relating to the assets sold
      and
      required payments of any Indebtedness (other than Indebtedness secured pursuant
      to the Security Documents) which is secured by the respective assets which
      were
      sold), and the marginal increase in taxes reasonably expected to be payable
      with
      respect to the fiscal year in which such Asset Sale occurred as a result thereof
      and the amount of any reserves established by the Borrower and the Subsidiaries
      to fund contingent liabilities reasonably estimated to be payable within one
      year of the date of such Assets Sale, and that are directly attributable to
      such
      Asset Sale (as determined reasonably and in good faith by the chief financial
      officer of the Borrower); provided
      that (x)
      the unused portion of any such reserves shall constitute Net Sale Proceeds
      and
      be required to be used to prepay Loans in accordance with Section 4.02(d) on
      the
      date occurring one year from the respective Asset Sale or (y) if any such
      reserves are otherwise reversed or released, an amount equal to the amount
      of
      such reversal or release shall be deemed to constitute Net Sale Proceeds
      received at the time of such reversal or release and shall be used to prepay
      Loans in accordance with Section 4.02(d).

     

    “Non-Defaulting
      Lender”
and
      “Non-Defaulting
      RL Lender”
shall
      mean and include each Lender or RL Lender, as the case may be, other than a
      Defaulting Lender. 

     

    “Non-Wholly-Owned
      Subsidiary”
shall
      mean any Subsidiary of the Borrower that is not a Wholly-Owned Subsidiary of
      the
      Borrower.

     

    “Note”
shall
      mean each Term Note, each Incremental Term Note, each Revolving Note and the
      Swingline Note.

     

    “Notice
      of Borrowing”
shall
      have the meaning provided in Section 1.03(a).

     

    “Notice
      of Conversion/Continuation”
shall
      have the meaning provided in Section 1.06.

     

    “Notice
      Office”
shall
      mean (i) for credit notices, the office of the Administrative Agent located
      at
      60 Wall Street, New York, New York 10005, Attention: Anca Trifan, Telephone
      No.:
      (212) 250-6159, and Telecopier No.: (212) 797-4347 and (ii) for operational
      notices, the office of the Administrative Agent located at 90 Hudson Street,
      5th
      Floor,
      Jersey City, New Jersey 07302, Attention: John Quinn, Telephone No.: (201)
      593-2177 and Telecopier No.: (201) 593-2310, or such other office or person
      as
      the Administrative Agent may hereafter designate in writing as such to the
      other
      parties hereto.

     

    
      
        
        

      

      
        -96-

        
          

        

      

      
        
        

      

    

     

    “Obligations”
shall
      mean all amounts owing to the Administrative Agent, the Collateral Agent, any
      other Agent, any Issuing Lender, or any Lender pursuant to the terms of this
      Agreement or any other Credit Document.

     

    “Off-Balance
      Sheet Liabilities”
of
      any
      Person shall mean (i) any repurchase obligation or liability of such Person
      with
      respect to accounts or notes receivable sold by such Person, (ii) any liability
      of such Person under any sale and leaseback transactions that do not create
      a
      liability on the balance sheet of such Person, (iii) any obligation under a
      Synthetic Lease or (iv) any obligation arising with respect to any other
      transaction which is the functional equivalent of or takes the place of
      borrowing but which does not constitute a liability on the balance sheet of
      such
      Person.

     

    “Other
      Hedging Agreements”
shall
      mean any foreign exchange contracts, currency swap agreements, commodity
      agreements or other similar arrangements, or arrangements designed to protect
      against fluctuations in currency values or commodity prices.

     

    “Participant”
shall
      have the meaning provided in Section 2.04(a).

     

    “Payment
      Office”
shall
      mean the office of the Administrative Agent located at 90 Hudson Street,
      5th
      Floor,
      Jersey City, New Jersey or such other office as the Administrative Agent may
      hereafter designate in writing as such to the other parties hereto.

     

    “PBGC”
shall
      mean the Pension Benefit Guaranty Corporation established pursuant to Section
      4002 of ERISA, or any successor thereto.

     

    “Permitted
      Acquisition”
shall
      mean the acquisition by the Borrower or a Wholly-Owned Domestic Subsidiary
      Guarantor of an Acquired Entity or Business (including by way of merger of
      such
      Acquired Entity or Business with and into the Borrower (so long as the Borrower
      is the surviving corporation) or a Wholly-Owned Domestic Subsidiary Guarantor
      (so long as the Wholly-Owned Domestic Subsidiary Guarantor is the surviving
      corporation)), provided
      that (in
      each case) (A) the consideration paid or to be paid by the Borrower or such
      Wholly-Owned Domestic Subsidiary Guarantor consists solely of cash, the issuance
      or incurrence of Indebtedness otherwise permitted by Section 9.04, the
      assumption/acquisi-tion of any Indebtedness (calculated at face value) which
      is
      permitted to remain outstanding in accor-dance with the require-ments of Section
      9.04 and the issuance of Equity Interests of the Borrower, (B) in the case
      of
      the acquisition of 100% of the capital stock or other Equity Interests of any
      Person (including way of merger), such Person shall own no Equity Interests
      of
      any other Person (excluding de minimis
      amounts)
      unless such Person owns 100% of the Equity Interests of such other Person,
      (C)
      all of the business, division or product line acquired pursuant to the
      respective Permitted Acquisition, or the business of the Person acquired
      pursuant to the respective Permitted Acquisition and its Subsidiaries taken
      as a
      whole, is in the United States, (D) the Acquired Entity or Business acquired
      pursuant to the respective Permitted Acquisition is in a business permitted
      by
      Section 9.13 and (E) all appli-cable requirements of Sections 8.15, 9.02 and
      9.14 applicable to Permitted Acquisitions are satis-fied. Notwithstanding
      anything to the contrary contained in the immediately preceding sen-tence,
      an
      acquisition which does not otherwise meet the requirements set forth above
      in
      the defini-tion of “Permitted Acquisition” shall constitute a Permitted
      Acquisition if, and to the extent, the Required Lenders agree in writing, prior
      to the consumma-tion thereof, that such acqui-si-tion shall constitute a
      Permitted Acquisition for purposes of this Agreement.

     

    
      
        
        

      

      
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    “Permitted
      Asset Exchange”
shall
      mean the exchange by the Borrower or its Subsidiaries of any of their assets
      or
      property (other than Equity Interests of a Subsidiary or an Unrestricted
      Subsidiary) for property and assets of another Person (other than the Equity
      Interests of any Person) pursuant to an arm’s-length transaction, provided
      that (v)
      calculations are made by the Borrower with respect to the Financial Covenants
      for the respective Calculation Period on a Pro Forma
      Basis as
      if the respective Permitted Asset Exchange (as well as all other Permitted
      Asset
      Exchanges theretofore consummated after the first day of such Calculation
      Period) had occurred on the first day of such Calculation Period, and such
      calculations shall show that the Financial Covenants would have been complied
      with if the Permitted Asset Exchange had occurred on the first day of such
      Calculation Period, (w) the Borrower or the respective Subsidiary consummating
      such Permitted Asset Exchange receives assets (whether cash or otherwise) having
      a Fair Market Value that is approximately equal to the Fair Market Value of
      the
      assets disposed of by the Borrower or such respective Subsidiary in connection
      with such Permitted Asset Exchange, (x) no consideration other than the assets
      which are the subject of the respective Permitted Asset Exchange is paid by
      the
      Borrower or any of its Subsidiaries in connection with such Permitted Asset
      Exchange unless such payment is permitted under Section 9.05(xi) or (xii),
      (y)
      any Lien on any asset acquired by the Borrower or any of its Subsidiaries
      pursuant to any such Permitted Asset Exchange is permitted under Section
      9.01(xviii), and (z) the Collateral Agent for the benefit of the Secured
      Creditors shall have a perfected security interest in all assets obtained by
      the
      Borrower and each Subsidiary Guarantor pursuant to each such Permitted Asset
      Exchange pursuant to, and to the extent provided in, the Security
      Documents.

     

    “Permitted
      Encumbrance”
shall
      mean, with respect to any Mortgaged Property, such exceptions to title as are
      set forth in the Mortgage Policy delivered with respect thereto, all of which
      exceptions must be acceptable to the Administrative Agent in its reasonable
      discretion.

     

    “Permitted
      Liens”
shall
      have the meaning provided in Section 9.01.

     

    “Permitted
      RP Amount”
shall
      initially mean $0, provided
      that on
      each date (but not more than once during any fiscal year of the Borrower) when
      the Borrower delivers the financial statements and related officer’s certificate
      required to be delivered pursuant to Sections 8.01(b) and (e) (commencing with
      the Borrower’s fiscal year ending December 31, 2006), the Permitted RP Amount
      shall be increased by an amount equal to 50% of the Excess Cash Flow for the
      respective fiscal year for which such financial statements and related officer’s
      certificate have been delivered;
      provided,
      however,
      (i) no
      increases to the Permitted RP Amount shall occur by operation of the preceding
      proviso if (x) Excess Cash Flow for the respective fiscal year is a negative
      number or (y) the Borrower shall not have timely complied with its obligations
      under Section 4.02(e) in respect of such fiscal year and (ii) on the date any
      Dividend, Investment or prepayment, redemption or acquisition of Existing
      Second-Lien Notes is made pursuant to Sections 9.03(iv), 9.05(xi) or clause
      (B)
      of the proviso to Section 9.10(i), respectively, the Permitted RP Amount shall
      be reduced by the aggregate amount of each such Dividend, Investment, or
      prepayment, redemption or acquisition, as the case may be, so made.


     

    
      
        
        

      

      
        -98-

        
          

        

      

      
        
        

      

    

     

    “Permitted
      Receivables Securitization”
shall
      mean any transaction or series of transactions that may be entered into by
      the
      Borrower or any Subsidiary of the Borrower pursuant to which it may sell,
      convey, contribute to capital or otherwise transfer (which sale, conveyance,
      contribution to capital or transfer may include or be supported by the grant
      of
      a security interest) Receivables or interests therein and all collateral
      securing such Receivables, all contracts and contract rights, purchase orders,
      security interests, financing statements or other documentation in respect
      of
      such Receivables, any guarantees, indemnities, warranties or other obligations
      in respect of such Receivables, any other assets that are customarily
      transferred or in respect of which security interests are customarily granted
      in
      connection with asset securitization transactions involving receivables similar
      to such Receivables and any collections or proceeds of any of the foregoing
      (collectively, the “Related
      Assets”)
      (i) to
      a trust, partnership, corporation or other Person (other than the Borrower
      or
      any Subsidiary of the Borrower, except an SPE Subsidiary), which transfer is
      funded in whole or in part, directly or indirectly, by the incurrence or
      issuance by the transferee or any successor transferee of Indebtedness,
      fractional undivided interests or other securities that are to receive payments
      from, or that represent interests in, the cash flow derived from such
      Receivables and Related Assets or interests in such Receivables and Related
      Assets, or (ii) directly to one or more investors or other purchasers (other
      than the Borrower or any Subsidiary of the Borrower), it being understood that
      a
      Permitted Receivables Securitization may involve (A) one or more sequential
      transfers or pledges of the same Receivables and Related Assets, or interests
      therein (such as a sale, convey-ance or other transfer to an SPE Subsidiary
      followed by a pledge of the transferred Receivables and Related Assets to secure
      Indebtedness incurred by the SPE Subsidiary), and all such transfers, pledges
      and Indebtedness incurrences shall be part of and constitute a single Permitted
      Receivables Securitization, and (B) periodic transfers or pledges of Receivables
      and Related Assets and/or revolving transactions in which new Receivables and
      Related Assets, or interests therein, are transferred or pledged upon collection
      of previously transferred or pledged Receivables and Related Assets, or
      interests therein, provided
      that any
      such transactions shall provide for recourse to such Subsidiary of the Borrower
      (other than any SPE Subsidiary) or the Borrower (as applicable) only in respect
      of the cash flows in respect of such Receivables and Related Assets and to
      the
      extent of other customary securitization under-tak-ings in the jurisdiction
      relevant to such transactions. The “amount”
or
      “principal
      amount”
of
      any
      Permitted Receivables Securitization shall be deemed at any time to be (1)
      the
      aggregate principal, or stated amount, of the Indebtedness, fractional undivided
      interests (which stated amount may be described as a “net investment” or similar
      term reflecting the amount invested in such undivided interest) or other
      securities incurred or issued pursuant to such Permitted Receivables
      Securitization, in each case outstanding at such time, or (2) in the case of
      any
      Permitted Receivables Securitization in respect of which no such Indebted-ness,
      fractional undivided interests or securities are incurred or issued, the cash
      purchase price paid by the buyer in connection with its purchase of Receivables
      less the amount of collections received by the Borrower or any Subsidiary of
      the
      Borrower in respect of such Receivables and paid to such buyer, excluding any
      amounts applied to purchase fees or discount or in the nature of interest.
      Each
      Lender authorizes each of the Administrative Agent and Collateral Agent to
      enter
      into an intercreditor agreement in respect of each Permitted Receivables
      Securitization from time to time in effect and to take all actions it deems
      appropriate or necessary in connection with any such intercreditor
      agreement.

     

    
      
        
        

      

      
        -99-

        
          

        

      

      
        
        

      

    

     

    “Permitted
      Refinancing Indebtedness”
shall
      mean any Indebtedness issued in exchange for, or the net proceeds of which
      are
      used to extend, refinance, renew, replace, defease or refund (collectively,
      to
“Refinance”),
      the
      Indebtedness being Refinanced (or previous refinanc-ing thereof constituting
      Permitted Refinancing Indebtedness); provided
      that (a)
      the princi-pal amount (or accreted value, if applicable) of such Permitted
      Refinancing Indebtedness is sufficient to repay all of the Indebtedness being
      Refinanced but does not exceed the principal amount (or accreted value, if
      applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest
      and
      premium thereon) or, in the case of a revolving credit facility, the maximum
      amount of Indebtedness permitted to be incurred thereunder, (b) the final stated
      maturity of such Permitted Refinancing Indebtedness is no earlier than the
      one
      year anniversary of the Term Loan Maturity Date (determined without giving
      effect to the proviso contained in the definition thereof), (c) if the
      Indebtedness being Refinanced is subordinated in right of payment to the
      Obligations under the Credit Documents, such Permitted Refinancing Indebtedness
      shall be subordinated in right of payment to such Obligations on terms at least
      as favorable to the Lenders as those contained in the documentation governing
      the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness
      shall have different obligors, or greater guarantees or security, than the
      Indebtedness being Refinanced and (e) if the Indebtedness being Refinanced
      is
      secured by any Collateral (whether equally and ratably with, or junior to,
      the
      Secured Parties or otherwise), such Permitted Refinancing Indebtedness may
      be
      secured by such collateral on terms no less favorable to the Secured Parties
      than those contained in the documentation governing the Indebtedness being
      Refinanced.

     

    “Permitted
      Subordinated Debt Documents”
shall
      mean all documentation (includ-ing, without limitation, any indenture or
      purchase agreement) entered into in connection with any issuance of Permitted
      Subordinated Debt.

     

    “Permitted
      Subordinated Debt”
shall
      mean unsecured subordinated debt securities of, or loans made to, the Borrower
      (which may be guaranteed on an unsecured subordinated basis by Subsidiary
      Guarantors) the terms of which (and conditions surrounding the issuance of
      which) satisfy the relevant requirements of Section 9.04(x).

     

    “Person”
shall
      mean any individual, partnership, joint venture, firm, corporation, association,
      limited liability company, trust or other enterprise or any government or
      political subdivision or any agency, department or instrumentality
      thereof.

     

    “Plan”
shall
      mean any pension plan as defined in Section 3(2) of ERISA, which is main-tained
      or contributed to by (or to which there is an obligation to contribute of)
      the
      Borrower or a Subsidiary of the Borrower or an ERISA Affiliate, and each such
      plan for the five year period immedi-ately following the latest date on which
      the Borrower, a Subsidiary of the Borrower or an ERISA Affiliate main-tained,
      contributed to or had an obligation to contribute to such plan.

     

    “Pledge
      Agreement”
shall
      have the meaning provided in Section 5(l).

     

    
      
        
        

      

      
        -100-

        
          

        

      

      
        
        

      

    

     

    “Pledge
      Agreement Collateral”
shall
      mean all “Collateral” as defined in the Pledge Agreement.

     

    “Pledgee”
shall
      have the meaning provided in the Pledge Agreement.

     

    “Pro
      Forma Basis”
shall
      mean, in connection with any calculation of compliance with any Financial
      Covenant or financial term, the calculation thereof after giving effect on
      a
pro forma
      basis to
      (x) the incurrence of any Indebtedness (other than revolving Indebtedness,
      except to the extent same is incurred to refinance other outstanding
      Indebtedness or to finance a Permitted Acquisition) after the first day of
      the
      relevant Calculation Period as if such Indebtedness had been incurred (and
      the
      proceeds thereof applied) on the first day of the relevant Calculation Period,
      (y) the permanent repayment of any Indebtedness (other than revolv-ing
      Indebtedness except to the extent accompanied by a corresponding permanent
      commitment reduction) after the first day of the relevant Calculation Period
      as
      if such Indebtedness had been retired or redeemed on the first day of the
      relevant Calculation Period and/or (z) the Permitted Acquisition, if any, then
      being consummated as well as any other Permitted Acquisition or Material Asset
      Sale consum-mated after the first day of the relevant Calculation Period and
      on
      or prior to the date of the respective Permitted Acquisition then being
      effected, as the case may be, with the following rules to apply in connec-tion
      therewith:

     

    (i)   
       all
      Indebtedness (x) (other than revolving Indebtedness, except to the extent same
      is incurred to refinance other outstanding Indebtedness or to finance a
      Permitted Acquisition) incurred or issued after the first day of the relevant
      Calculation Period (whether incurred to finance a Permitted Acquisition or
      another Investment, to refinance Indebtedness or otherwise) shall be deemed
      to
      have been incurred or issued (and the pro-ceeds thereof applied) on the first
      day of the respective Calculation Period and remain out-standing through the
      date of determina-tion and (y) (other than revolving Indebtedness except to
      the
      extent accompanied by a corresponding permanent commitment reduction)
      permanently retired or redeemed after the first day of the relevant Calculation
      Period shall be deemed to have been retired or redeemed on the first day of
      the
      respective Calculation Period and remain retired through the date of
      determination;

     

    (ii)   
       all
      Indebtedness assumed to be outstanding pursuant to preceding clause (i) shall
      be
      deemed to have borne interest at (x) the rate applicable thereto, in the case
      of
      fixed rate indebtedness, or (y) at the rate which would have been appli-cable
      thereto on the last day of the respec-tive Calculation Period, in the case
      of
      floating rate Indebtedness (although interest expense with respect to any
      Indebtedness for periods while same was actually outstanding during the
      respective period shall be calculated using the actual rates appli-cable thereto
      while same was actually outstanding); and 

     

    (iii)   
       in
      making
      any determination of Consolidated EBITDA, pro forma
      effect
      shall be given to any Permitted Acquisition or Material Asset Sale consummated
      during the periods described above, with such Consolidated EBITDA to be
      determined as if such Permitted Acquisition or Material Asset Sale was
      consummated on the first day of the relevant Calculation Period, taking into
      account, for any portion of the relevant period being tested occurring prior
      to
      the consummation of any Permitted Acquisition or Material Asset Sale,
      demonstrable cost savings and other synergies actually achieved simultaneously
      with, or to be achieved within a 1-year period following, the closing of the
      respective Permitted Acquisition or Material Asset Sale, which cost savings
      and
      other synergies would be permitted to be recognized in pro forma
      financial statements prepared in accordance with Regulation S-X under the
      Securities Act, as if such cost-savings and other synergies were realized on
      the
      first day of the relevant period.

     

    
      
        
        

      

      
        -101-

        
          

        

      

      
        
        

      

    

     

    “Projections”
shall
      mean the projections that are contained in the Confidential Information
      Memorandum dated April 2006 and that were prepared by or on behalf of the
      Borrower in connection with the Transaction and delivered to the Administrative
      Agent and the Lenders prior to the Initial Borrowing Date.

     

    “Qualified
      Capital Stock”
shall
      mean any Equity Interests of the Borrower, the express terms of which shall
      provide that dividends thereon shall not be required to be paid at any time
      (and
      to the extent) that such payment would be prohibited by the terms of this
      Agreement or any other agreement of the Borrower or any of its Subsidiaries
      relating to outstanding indebtedness and which, by its terms (or by the terms
      of
      any security into which it is convertible or for which it is exchangeable),
      or
      upon the happening of any event (including any change of control event), cannot
      mature (excluding any maturity as the result of an optional redemption by the
      issuer thereof) and is not mandatorily redeemable, pursuant to a sinking fund
      obligation or otherwise, and is not redeemable, or required to be repurchased,
      at the sole option of the holder thereof (including, without limitation, upon
      the occurrence of a change of control event), in whole or in part, on or prior
      to one year following the Term Loan Maturity Date.

     

    “Quarterly
      Payment Date”
shall
      mean the last Business Day of each September, December, March and June occurring
      after the Initial Borrowing Date, commencing on September 30, 2006.

     

    “RCN
      International”
shall
      mean RCN International Holdings, Inc., a Delaware corporation.

     

    “Real
      Property”
of
      any
      Person shall mean all the right, title and interest of such Person in and to
      land, improvements and fixtures, including Leaseholds.

     

    “Receivables”
shall
      mean accounts receivable (including all rights to payment created by or arising
      from the sales of goods, leases of goods or the rendition of services, no matter
      how evidenced (including in the form of chattel paper) and whether or not earned
      by performance). 

     

    “Recovery
      Event”
shall
      mean the receipt by the Borrower or any of its Subsidiaries of any cash
      insurance proceeds or condem-nation awards payable (i) by reason of theft,
      loss,
      physical destruction, damage, taking or any other similar event with respect
      to
      any property or assets of the Borrower or any of its Subsid-iaries and (ii)
      under any policy of insurance (other than liability insurance policies) required
      to be maintained under Section 8.03.

     

    “Refinance”
shall
      have the meaning provided in the definition of the term “Permitted Refinancing
      Indebtedness”, and “Refinanced” shall have a meaning correlative
      thereto.

     

    “Refinancing”
shall
      mean the transactions referred to in Section 5(j).

     

    
      
        
        

      

      
        -102-

        
          

        

      

      
        
        

      

    

     

    “Register”
shall
      have the meaning provided in Section 13.15.

     

    “Regulation
      D”
shall
      mean Regulation D of the Board of Governors of the Federal Reserve System as
      from time to time in effect and any successor to all or a portion thereof
      establishing reserve requirements.

     

    “Regulation
      T”
shall
      mean Regulation T of the Board of Governors of the Federal Reserve System as
      from time to time in effect and any successor to all or a portion
      thereof.

     

    “Regulation
      U”
shall
      mean Regulation U of the Board of Governors of the Federal Reserve System as
      from time to time in effect and any successor to all or a portion
      thereof.

     

    “Regulation
      X”
shall
      mean Regulation X of the Board of Governors of the Federal Reserve System as
      from time to time in effect and any successor to all or a portion
      thereof.

     

    “Related
      Assets”
shall
      have the meaning provided in the definition of Permitted Receivables
      Securitization.

     

    “Release”
shall
      mean actively or passively disposing, discharging, injecting, spill-ing,
      pumping, leak-ing, leaching, dumping, emitting, escaping, emptying, pouring,
      seeping, migrat-ing or the like, into or upon any land or water or air, or
      otherwise entering into the environment.

     

    “Replaced
      Lender”
shall
      have the meaning provided in Section 1.13.

     

    “Replacement
      Lender”
shall
      have the meaning provided in Section 1.13.

     

    “Reportable
      Event”
shall
      mean an event described in Section 4043(c) of ERISA with respect to a Plan
      that
      is subject to Title IV of ERISA other than those events as to which the 30-day
      notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC
      Regulation Section 4043.

     

    “Required
      Consents”
shall
      have the meaning provided in Section 5(d).

     

    “Required
      Lenders”
shall
      mean, at any time, Non-Defaulting Lenders the sum of whose outstand-ing Term
      Loans, Incremental Term Loan Commitments and Revolving Loan Commitments at
      such
      time (or, after the termination thereof, outstand-ing Revolving Loans and RL
      Percentages of (x) outstanding Swingline Loans at such time and (y) Letter
      of
      Credit Outstandings at such time) represents at least a majority of the sum
      of
      (i) all outstanding Term Loans of Non-Defaulting Lenders, (ii) the aggregate
      amount of all Incremental Term Loan Commitments of all Non-Defaulting Lenders
      at
      such time and (iii) the Total Revolving Loan Commitment in effect at such time
      less
      the
      Revolving Loan Commitments of all Defaulting Lenders at such time (or, after
      the
      termination thereof, the sum of then total outstanding Revolving Loans of
      Non-Defaulting Lenders and the aggregate RL Percentages of all Non-Defaulting
      Lenders of the total outstanding Swingline Loans and Letter of Credit
      Outstandings at such time). 

     

    
      
        
        

      

      
        -103-

        
          

        

      

      
        
        

      

    

     

    “Restricted”
shall
      mean, when referring to cash or Cash Equivalents of the Borrower or any of
      its
      Subsidiaries, that such cash or Cash Equivalents (i) appears (or would be
      required to appear) as “restricted” on a consolidated balance sheet of the
      Borrower or of any such Subsidiary, (ii) are subject to any Lien in favor of
      any
      Person other than the Collateral Agent for the benefit of the Secured Creditors
      or (iii) are not otherwise generally available for use by the Borrower or any
      of
      its Subsidiaries.

     

    “Restricted
      Subsidiary”
shall
      mean each Subsidiary of the Borrower other than any Unrestricted Subsidiary.
      

     

    “Returns”
shall
      have the meaning provided in Section 7.09.

     

    “Revolving
      Loan”
shall
      have the meaning provided in Section 1.01(b).

     

    “Revolving
      Loan Commitment”
shall
      mean, for each Lender, the amount set forth opposite such Lender’s name in
      Schedule 1.01 directly below the column entitled “Revolving Loan Commitment,” as
      same may be (x) reduced from time to time or terminated pursuant to Sections
      3.02, 3.03 and/or 10, as applicable, or (y) adjusted from time to time as a
      result of assignments to or from such Lender pursuant to Section 1.13 or
      13.04(b).

     

    “Revolving
      Loan Maturity Date”
shall
      mean May 30, 2011.

     

    “Revolving
      Note”
shall
      have the meaning provided in Section 1.05(a).

     

    “RL
      Lender”
shall
      mean each Lender with a Revolving Loan Commitment or with outstanding Revolving
      Loans.

     

    “RL
      Percentage”
of
      any
      RL Lender at any time shall mean a fraction (expressed as a percentage) the
      numerator of which is the Revolving Loan Commitment of such RL Lender at such
      time and the denominator of which is the Total Revolving Loan Commitment at
      such
      time, provided
      that if
      the RL Percentage of any RL Lender is to be determined after the Total Revolving
      Loan Commitment has been terminated, then the RL Percentages of such RL Lender
      shall be determined immediately prior (and without giving effect) to such
      termination.

     

    “Rollover
      Amount”
shall
      have the meaning provided in Section 9.07(b).

     

    “S&P”
shall
      mean Standard & Poor’s Rating Services, a division of McGraw-Hill, Inc., or
      any successor thereto.

     

    “San
      Francisco Assets”
means
      the Telecommunications Assets owned by the Borrower and its Subsidiaries that
      are, on the Initial Borrowing Date, physically located in the San Francisco,
      California metropolitan area and utilized to provide telecommunications services
      to customers of the Borrower or its Subsidiaries in the San Francisco,
      California metropolitan area plus (i) such additional Telecommunications Assets
      as are, after the Initial Borrowing Date, acquired for such cable systems and
      located in the San Francisco, California metropolitan area pursuant to Capital
      Expenditures made in accordance with Section 9.07, (ii) related net working
      capital and (iii) Equity Interests in Persons that own no assets other than
      such
      assets.

     

    
      
        
        

      

      
        -104-

        
          

        

      

      
        
        

      

    

     

    “Schedule”
shall
      mean the schedules attached hereto.

     

    “Scheduled
      Repayment”
shall
      have the meaning provided in Section 4.02(b).

     

    “Scheduled
      Repayment Date”
shall
      have the meaning provided in Section 4.02(b).

     

    “SEC”
shall
      have the meaning provided in Section 8.01(h).

     

    “Section
      4.04(b)(ii) Certificate”
shall
      have the meaning provided in Section 4.04(b)(ii).

     

    “Secured
      Creditors”
shall
      have the meaning assigned that term in the respective Security
      Documents.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Security
      Agreement”
shall
      have the meaning provided in Section 5.01(m).

     

    “Security
      Agreement Collateral”
shall
      mean all “Collateral” as defined in the Security Agreement.

     

    “Security
      Document”
shall
      mean and include each of the Security Agreement, the Pledge Agreement, each
      Mortgage and, after the execution and delivery thereof, each Additional Security
      Document.

     

    “Securities
      Exchange Act”
shall
      mean the Securities Exchange Act of 1934 and the rules and regulations
      promulgated thereunder, as amended from time to time. 

     

    “Senior
      Secured Leverage Ratio”
shall
      mean, on any date of determination, the ratio of (i) Consolidated Senior Secured
      Indebtedness on such date to (ii) Consolidated EBITDA for the Test Period most
      recently ended on or prior to such date.

     

    “Shareholders’
      Agreements”
shall
      mean all agreements (including, without limitation, shareholders’ agreements,
      subscription agreements and registration rights agreements) entered into by
      the
      Borrower or any of its Subsidiaries governing the terms and relative rights
      of
      the capital stock of the entity that is a party to such agreement and any
      agreements entered into by shareholders relating to any such entity with respect
      to its capital stock to which such entity is also a party.

     

    “SocGen”
shall
      mean Societe Generale in its individual capacity.

     

    “Specified
      Asset Sales”
shall
      mean any Asset Sale effected pursuant to any of Section 9.02(xii), (xiii) or
      (xiv).

     

    “SPE
      Subsidiary”
shall
      mean any Wholly-Owned Subsidiary formed solely for the purpose of, and that
      engages only in, one or more Permitted Receivables Securitizations.

     

    
      
        
        

      

      
        -105-

        
          

        

      

      
        
        

      

    

     

    “Stated
      Amount”
of
      each
      Letter of Credit shall mean, at any time, the maximum amount available to be
      drawn thereunder (in each case determined without regard to whether any
      conditions to drawing could then be met).

     

    “Subsidiaries
      Guaranty”
shall
      have the meaning provided in Section 5.01(k).

     

    “Subsidiary”
shall
      mean, as to any Person, (i) any corporation more than 50% of whose stock of
      any
      class or classes having by the terms thereof ordinary voting power to elect
      a
      majority of the directors of such corporation (irrespective of whether or not
      at
      the time stock of any class or classes of such corporation shall have or might
      have voting power by reason of the happening of any contingency) is at the
      time
      owned by such Person and/or one or more Subsidi-aries of such Person and (ii)
      any partnership, limited liability company, association, joint venture or other
      entity in which such Person and/or one or more Subsidiaries of such Person
      has
      more than a 50% equity interest at the time. Notwithstanding the foregoing
      (except for purposes of Sections 7.01, 7.06, 7.09, 7.10, 7.15, 7.18,
      8.01(g)(ii), 8.01(g)(iii), 8.01(i), 8.02(a), 8.05, 8.06, 8.07, 8.10, 8.14,
      8.17,
      10.05, 10.06 and 10.09, and the definition of Unrestricted Subsidiary contained
      herein), an Unrestricted Subsidiary shall not be deemed to be a Subsidiary
      of
      the Borrower or of any of its other Subsidiaries for purposes of this
      Agreement.

     

    “Subsidiary
      Guarantor”
shall
      mean each Subsidiary of the Borrower which has executed and delivered the
      Subsidiaries Guaranty, with (x) each Wholly-Owned Domestic Subsidiary of the
      Borrower on the Initial Borrowing Date and (y) each subsequently acquired
      Wholly-Owned Domestic Subsidiary being required to be a Subsidiary
      Guarantor.

     

    “Supermajority
      Lenders”
shall
      mean, with respect to any Tranche, those Non-Defaulting Lenders which would
      constitute the Required Lenders under, and as defined in, this Agreement if
      (x)
      all outstanding Obligations of the other Tranches under this Agreement were
      repaid in full and all Commitments with respect thereto were terminated and
      (y)
      the reference to “a majority” contained therein was changed to “at least
      66-2/3%.”

     

    “Swingline
      Expiry Date”
shall
      mean that date which is five Business Days prior to the Revolving Loan Maturity
      Date.

     

    “Swingline
      Lender”
shall
      mean the Administrative Agent, in its capacity as Swingline Lender
      hereunder.

     

    “Swingline
      Loan”
shall
      have the meaning provided in Section 1.01(c).

     

    “Swingline
      Note”
shall
      have the meaning provided in Section 1.05(a).

     

    “Syndication
      Agent”
shall
      mean Citicorp USA, Inc., in its capacity as such hereunder.

     

    “Syndication
      Date”
shall
      mean that date upon which the Administrative Agent determines in its sole
      discretion (and notifies the Borrower) that the primary syndication (and
      resultant addition of Persons as Lenders pursuant to Section 13.04(b)) has
      been
      completed.

     

    
      
        
        

      

      
        -106-

        
          

        

      

      
        
        

      

    

     

    “Synthetic
      Lease”
means
      a
      lease transaction under which the parties intend that (i) the lease will be
      treated as an “operating lease” by the lessee and (ii) the lessee will be
      entitled to various tax and other benefits ordinarily available to owners (as
      opposed to lessees) of like property.

     

    “Tax
      Allocation Agreement”
shall
      mean a Tax Allocation Agreement in form and substance reasonably satisfactory
      to
      the Administrative Agent to be entered into by the Borrower and its Subsidiaries
      at the time of the first designation of an Unrestricted Subsidiary, as the
      same
      may be, amended, modified and/or supplemented from time to time in accordance
      with the terms hereof and thereof.

     

    “Tax
      Benefit”
shall
      have the meaning provided in Section 4.04(d).

     

    “Taxes”
shall
      have the meaning provided in Section 4.04(a).

     

    “Telecommunications
      Assets”
means
      properties or assets utilized directly or indirectly for the design,
      development, construction, installation, operation, integration, management
      or
      provision of any telecommunications business, including voice, video and data
      transmission products, services and systems and any business reasonably related
      to the foregoing.

     

    “Term
      Loan”
shall
      have the meaning provided in Section 1.01(e).

     

    “Term
      Loan Maturity Date”
shall
      mean
      May 30,
      2013, provided,
      however,
      that if
      any Existing Second-Lien Notes or any other obligations owing under the Existing
      Second-Lien Documents remain outstanding on January 21, 2012, then the “Term
      Loan Maturity Date” shall instead mean January 21, 2012.

     

    “Term
      Note”
shall
      have the meaning provided in Section 1.05(a).

     

    “Test
      Period”
shall
      mean each period of four consecutive fiscal quarters of the Borrower then last
      ended (in each case taken as one accounting period); provided that for the
      purposes of calculations of the Consolidated Interest Coverage Ratio for any
      Test Period which includes any fiscal quarter ending on or prior to March 31,
      2007, the Test Period shall mean, in the case of the Borrower’s fiscal quarter
      ending on (i) September 30, 2006, the period from July 1, 2006 though September
      30, 2006, (ii) December 31, 2006, the period from July 1, 2006 through December
      31, 2006 and (iii) March 31, 2007, the period from July 1, 2006 through March
      31, 2007.

     

    “Total
      Commitment”
shall
      mean, at any time, the sum of the Commitments of each of the Lenders at such
      time.

     

    “Total
      Consideration”
shall
      mean, with respect to any sale or disposition, the aggregate amount of cash
      and
      Cash Equivalents, plus the greater of the face amount (if relevant) and the
      Fair
      Market Value of all other consideration, in each case received by the Borrower
      and its Subsidiaries from the respective sale or disposition.

     

    
      
        
        

      

      
        -107-

        
          

        

      

      
        
        

      

    

     

    “Total
      Incremental Term Loan Commitment”
shall
      mean, at any time, the sum of the Incremental Term Loan Commitments of each
      of
      the Incremental Term Loan Lenders at such time.

     

    “Total
      Initial Term Loan Commitment”
shall
      mean, at any time, the sum of the Initial Term Loan Commitments of each of
      the
      Lenders at such time.

     

    “Total
      Leverage Ratio”
shall
      mean, at any time, the ratio of Consolidated Indebtedness at such time to
      Consolidated EBITDA for the Test Period then most recently ended.

     

    “Total
      Revolving Loan Commitment”
shall
      mean, at any time, the sum of the Revolving Loan Commitments of each of the
      Lenders at such time.

     

    “Total
      Unutilized Revolving Loan Commitment”
shall
      mean, at any time, (i) the Total Revolving Loan Commitment at such time less
      (ii) the sum of (x) the aggregate principal amount of all Revolving Loans and
      Swingline Loans at such time plus (y) the Letter of Credit Outstandings at
      such
      time.

     

    “Tranche”
shall
      mean the respective facility and commitments utilized in making Loans hereunder,
      with there being three separate Tranches, i.e.,
      Term
      Loans, Revolving Loans and Swingline Loans; provided
      that for
      purposes of Sections 1.13, 13.04(b), 13.12(a) and (b) and the definition of
      “Majority Lenders,” Revolving Loans and Swingline Loans shall be deemed to
      constitute part of a single “Tranche.”

     

    “Transaction”
shall
      mean, collectively, (i) the consummation of the Refinancing, (ii) the entering
      into of the Credit Documents and the occur-rence of the Credit Events hereunder
      on the Initial Borrowing Date and (iii) the payment of all fees and expenses
      in
      connection with the foregoing.

     

    “Treasury
      Rate”
shall
      mean the yield to maturity at the Dial-Up Disposition Date of United States
      Treasury securities with a constant maturity (as compiled and published in
      the
      most recent Federal Reserve Statistical Release H.15 (519) which has become
      publicly available at least two Business Days prior to the Dial-Up Disposition
      Date (or, if such Statistical Release is no longer published, any publicly
      available source or similar market data)) most nearly equal to the period from
      the Dial-Up Disposition Date to December 31, 2009; provided,
      however,
      that if
      the period from the Dial-Up Disposition Date to December 31, 2009 is not equal
      to the constant maturity of a United States Treasury security for which a weekly
      average yield is given, the Treasury Rate shall be obtained by linear
      interpolation (calculated to the nearest one-twelfth of a year) from the weekly
      average yields of United States Treasury securities for which such yields are
      given, except that if the period from the Dial-Up Disposition Date to December
      31, 2009 is less than one year, the weekly average yield on actually traded
      United States Treasury securities adjusted to a constant maturity of one year
      shall be used.

     

    “Type”
shall
      mean the type of Loan determined with regard to the interest option applicable
      thereto, i.e.,
      whether
      a Base Rate Loan or a Eurodollar Loan.

     

    
      
        
        

      

      
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    “UCC”
shall
      mean the Uniform Commercial Code as from time to time in effect in the relevant
      jurisdiction.

     

    “Unfunded
      Current Liability”
of
      any
      Plan shall mean the amount, if any, by which the value of the accumulated plan
      benefits under the Plan determined on a plan termination basis in accordance
      with actuarial assumptions at such time consistent with those prescribed by
      the
      PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of
      all
      plan assets allocable to such liabilities under Title IV of ERISA (excluding
      any
      accrued but unpaid contribution).

     

    “United
      States”
and
      “U.S.”
shall
      each mean the United States of America.

     

    “Unpaid
      Drawing”
shall
      have the meaning provided in Section 2.05(a).

     

    “Unrestricted”
shall
      mean, when referring to cash or Cash Equivalents of the Borrower or any of
      its
      Subsidiaries, that such cash or Cash Equivalents are not
      Restricted.

     

    “Unrestricted
      Subsidiary”
means
      (i) each Subsidiary of the Borrower designated by the board of directors of
      the
      Borrower as an Unrestricted Subsidiary pursuant to Section 8.17 subsequent
      to
      the date hereof. 

     

    “Unutilized
      Revolving Loan Commitment”
for
      any
      RL Lender at any time shall mean the excess of (i) the Revolving Loan Commitment
      of such Lender over (ii) the sum of (x) the aggregate out-stand-ing principal
      amount of Revolving Loans made by such Lender plus (y) an amount equal to such
      Lender’s RL Percentage of the Letter of Credit Outstandings at such time;
      provided that the Unutilized Revolving Loan Commitment of the Swingline Lender
      shall at any time be reduced (but not below zero) by the aggregate amount of
      Swingline Loans made by it which are then outstanding.

     

    “Wholly-Owned
      Domestic Subsidiary”
shall
      mean, as to any Person, any Wholly-Owned Subsidiary of such Person which is
      incorporated or organized in the United States or any State
      thereof.

     

    “Wholly-Owned
      Domestic Subsidiary Guarantor”
shall
      mean any Wholly-Owned Domestic Subsidiary of the Borrower which is also a
      Subsidiary Guarantor. 

     

    “Wholly-Owned
      Subsidiary”
shall
      mean, as to any Person, (i) any corporation 100% of whose capital stock is
      at
      the time owned by such Person and/or one or more Wholly-Owned Subsidiaries
      of
      such Person and (ii) any partnership, association, joint venture or other entity
      in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person
      has a 100% equity interest at such time. Except as provided in the last sentence
      of the definition of Subsidiary, no Unrestricted Subsidiary shall be considered
      a Wholly-Owned Subsidiary.

     

    SECTION
      12.  The
      Administrative Agent.

     

    12.01  Appointment.  
       The Lenders hereby irrevocably designate and appoint DBTCA as
      Administrative Agent (for purposes of this Section 12 and Section 13.01, the
      term “Administrative Agent” also shall include DBTCA in its capacity as
      Collateral Agent pursuant to the Security Documents) to act as specified herein
      and in the other Credit Documents. Each Lender hereby irrevocably authorizes,
      and each holder of any Note by the acceptance of such Note shall be deemed
      irrevocably to authorize, the Administrative Agent to take such action on its
      behalf under the provisions of this Agreement, the other Credit Documents and
      any other instruments and agreements referred to herein or therein and to
      exercise such powers and to perform such duties hereunder and there-under as
      are
      specifically delegated to or required of the Administrative Agent by the terms
      hereof and thereof and such other powers as are reasonably incidental thereto.
      The Administrative Agent may perform any of its respective duties hereunder
      by
      or through its officers, directors, agents, employees or affiliates.


     

    
      
        
        

      

      
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    12.02  Nature
      of Duties.  
       The Administrative Agent shall not have any duties or responsibilities
      except those expressly set forth in this Agreement and in the other Credit
      Documents. Neither the Administrative Agent nor any of its officers, directors,
      agents, employees or affiliates shall be liable for any action taken or omitted
      by it or them hereunder or under any other Credit Document or in connection
      herewith or therewith, unless caused by its or their gross negli-gence or
      willful misconduct (as determined by a court of competent jurisdiction in a
      final and non-appealable decision). The duties of the Administrative Agent
      shall
      be mechanical and adminis-tra-tive in nature; the Administrative Agent shall
      not
      have by reason of this Agreement or any other Credit Document a fiduciary
      relationship in respect of any Lender or the holder of any Note; and nothing
      in
      this Agreement or in any other Credit Document, expressed or implied, is
      intended to or shall be so construed as to impose upon the Administrative Agent
      any obligations in respect of this Agreement or any other Credit Document except
      as expressly set forth herein or therein.

     

    12.03  Lack
      of Reliance on the Administrative Agent.  
       Independently and without reliance upon the Administrative Agent, each
      Lender and the holder of each Note, to the extent it deems appropriate, has
      made
      and shall continue to make (i) its own independent investigation of the
      financial condition and affairs of the Borrower and its Subsidiaries in
      connection with the extensions of credit hereunder and the taking or not taking
      of any action in connection here-with and (ii) its own appraisal of the
      creditworthiness of the Borrower and its Subsidiaries and, except as expressly
      provided in this Agreement, the Administrative Agent shall not have any duty
      or
      responsibility, either initially or on a continuing basis, to provide any Lender
      or the holder of any Note with any credit or other information with respect
      thereto, whether coming into its possession before the making of the Loans
      or at
      any time or times thereafter. The Administrative Agent shall not be responsible
      to any Lender or the holder of any Note for any recitals, state-ments,
      informa-tion, representations or warranties herein or in any document,
      certificate or other writing deliv-ered in connection herewith or for the
      execution, effectiveness, genuineness, validity, enforce-ability, perfection,
      collectibility, priority or sufficiency of this Agreement or any other Credit
      Document or the financial condition of the Borrower or any of its Subsidiaries
      or be required to make any inquiry concerning either the performance or
      observance of any of the terms, provisions or condi-tions of this Agreement
      or
      any other Credit Document, or the financial condi-tion of the Borrower or any
      of
      its Subsidiaries or the existence or possible existence of any Default or Event
      of Default.

     

    12.04  Certain
      Rights of the Administrative Agent.  
       If the Administrative Agent requests instructions from the Required
      Lenders with respect to any act or action (including failure to act) in
      connection with this Agreement or any other Credit Document, the Administrative
      Agent shall be entitled to refrain from such act or taking such action unless
      and until the Administrative Agent shall have received instructions from the
      Required Lenders; and the Administrative Agent shall not incur liability to
      any
      Lender by reason of so refraining. Without limiting the foregoing, neither
      any
      Lender nor the holder of any Note shall have any right of action whatsoever
      against the Administrative Agent as a result of the Administrative Agent acting
      or refraining from acting hereunder or under any other Credit Document in
      accordance with the instruc-tions of the Required Lenders.

     

    
      
        
        

      

      
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    12.05  Reliance.  
       The Administrative Agent shall be entitled to rely, and shall be fully
      protected in relying, upon any note, writing, resolution, notice, statement,
      certificate, telex, teletype or telecopier message, cablegram, radiogram, order
      or other document or telephone message signed, sent or made by any Person that
      the Administrative Agent believed to be the proper Person, and, with respect
      to
      all legal matters pertaining to this Agreement and any other Credit Document
      and
      its duties hereunder and thereunder, upon advice of counsel selected by the
      Administrative Agent.

     

    12.06  Indemnification.  
       To the extent the Administrative Agent (or any affiliate thereof) is not
      reimbursed and indemnified by the Borrower, the Lenders will reimburse and
      indemnify the Administrative Agent (and any affiliate thereof) in proportion
      to
      their respective “percentage” as used in determining the Required Lenders
      (determined as if there were no Defaulting Lenders) for and against any and
      all
      liabilities, obligations, losses, damages, penalties, claims, actions,
      judgments, costs, expenses or disbursements of whatsoever kind or nature which
      may be imposed on, asserted against or incurred by the Administrative Agent
      (or
      any affiliate thereof) in performing its duties hereunder or under any other
      Credit Document or in any way relating to or arising out of this Agreement
      or
      any other Credit Document; provided
      that no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, claims, actions, judgments, suits, costs, expenses or
      disbursements resulting from the Administra-tive Agent’s (or such affiliate’s)
      gross negligence or willful misconduct (as determined by a court of competent
      jurisdiction in a final and non-appealable decision).

     

    12.07  The
      Administrative Agent in its Individual Capacity.  
       With respect to its obligation to make Loans, or issue or participate in
      Letters of Credit, under this Agreement, the Administrative Agent shall have
      the
      rights and powers specified herein for a “Lender” and may exercise the same
      rights and powers as though it were not performing the duties specified herein;
      and the term “Lender,” “Required Lenders,” “Supermajority Lenders,” “holders of
      Notes” or any similar terms shall, unless the context clearly indicates
      otherwise, include the Administrative Agent in its respective individual
      capacities. The Administrative Agent and its affiliates may accept deposits
      from, lend money to, and generally engage in any kind of banking, investment
      bank-ing, trust or other business with, or provide debt financing, equity
      capital or other services (includ-ing financial advisory services) to any Credit
      Party or any Affiliate of any Credit Party (or any Person engaged in a similar
      business with any Credit Party or any Affiliate thereof) as if they were not
      performing the duties specified herein, and may accept fees and other
      consideration from any Credit Party or any Affiliate of any Credit Party for
      services in connection with this Agreement and otherwise without having to
      account for the same to the Lenders.

     

    12.08  Holders.  
       The Administrative Agent may deem and treat the payee of any Note as the
      owner thereof for all purposes hereof unless and until a written notice of
      the
      assign-ment, transfer or endorsement thereof, as the case may be, shall have
      been filed with the Adminis-tra-tive Agent. Any request, authority or consent
      of
      any Person who, at the time of mak-ing such request or giving such authority
      or
      consent, is the holder of any Note shall be conclusive and bind-ing on any
      subsequent holder, transferee, assignee or endorsee, as the case may be, of
      such
      Note or of any Note or Notes issued in exchange therefor.

     

    
      
        
        

      

      
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    12.09  Resignation
      by the Administrative Agent.  
       (a)
      The
      Administrative Agent may resign from the performance of all its respective
      functions and duties hereunder and/or under the other Credit Documents at any
      time by giving 15 Business Days’ prior written notice to the Lenders and, unless
      a Default or an Event of Default under Section 10.05 then exists, the Borrower.
      Any such resignation by an Administrative Agent hereunder shall also constitute
      its resignation as an Issuing Lender, the Swingline Lender and Collateral Agent,
      in which case upon the effectiveness of such resignation in accordance with
      this
      Section 12.09 the Administrative Agent (x) shall not be required to issue any
      further Letters of Credit hereunder, make any additional Swingline Loans
      hereunder or discharge any of the duties of the “Collateral Agent” under the
      Security Documents and (y) shall maintain all of its rights as Issuing Lender,
      the Swingline Lender and the Collateral Agent, as the case may be, with respect
      to any Letters of Credit issued by it, Swingline Loans made by it, or actions
      taken (or omitted to be taken) by it under the Security Documents, in each
      case
      prior to the effective date of such resignation. Such resignation shall take
      effect upon the appointment of a successor Administrative Agent pursuant to
      clauses (b) and (c) below or as otherwise provided below.

    


    (b)  Upon
      any
      such notice of resignation by the Administrative Agent, the Required Lenders
      shall appoint a successor Administrative Agent hereunder or thereunder (who
      must
      also agree, unless the resigning Administrative Agent otherwise consents (or
      another Person is appointed as Collateral Agent in a manner consistent with
      the
      requirements of this clause (b)), to also act as Collateral Agent) who shall
      be
      a commercial bank or trust company reasonably acceptable to the Borrower, which
      acceptance shall not be unreasonably withheld or delayed (provided that the
      Borrower’s approval shall not be required if an Event of Default then
      exists).

     

    (c)  If
      a
      successor Administrative Agent shall not have been so appointed within such
      15
      Business Day period, the Administrative Agent, with the consent of the Borrower
      (which consent shall not be unreasonably withheld or delayed, provided that
      the
      Borrower’s con-sent shall not be required if an Event of Default then exists),
      shall then appoint a successor Adminis-trative Agent who shall serve as
      Administrative Agent hereunder or thereunder until such time, if any, as the
      Required Lenders appoint a successor Administrative Agent as provided
      above.

     

    (d)  If
      no
      successor Administrative Agent has been appointed pursuant to clause (b) or
      (c)
      above by the 20th Business Day after the date such notice of resignation was
      given by the Administrative Agent, the Administrative Agent’s resignation shall
      become effective and the Required Lenders shall thereafter perform all the
      duties of the Administrative Agent here-under and/or under any other Credit
      Document until such time, if any, as the Required Lenders appoint a successor
      Administrative Agent as provided above.

     

    
      
        
        

      

      
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    (e)  Notwithstanding
      anything to the contrary contained in this Section 12.09, the Administrative
      Agent’s resignation as Collateral Agent as contemplated in clause (a) above
      shall not become effective until a successor Administrative Agent appointed
      in
      accordance with the provisions of clause (b) or (c) above has also agreed to
      act
      as “Collateral Agent” under the Credit Documents or another Person has been
      appointed as Collateral Agent in accordance with the provisions of clause (b)
      or
      (c) above.

     

    (f)  Upon
      a
      resignation of the Administrative Agent pursuant to this Section 12.09, the
      Administrative Agent shall remain indemnified to the extent provided in this
      Agreement and the other Credit Documents and the provisions of this Section
      12
      shall continue in effect for the benefit of the Administrative Agent for all
      of
      its actions and inactions while serving as the Administrative
      Agent.

     

    12.10 
       No
      Duties.   
      Notwithstanding
      anything to the contrary in this Agreement, none of DBSI, as the sole lead
      arranger, DBSI and Citigroup Global Markets Inc., as joint book running
      managers, Citicorp USA, Inc., as Syndication Agent, or SocGen, as the
      Documentation Agent, shall have any obligations, duties or responsibilities
      under this Agreement or any other Credit Document, and shall have no liability
      to any Lender or Credit Party or any of their respective Affiliates or any
      other
      Person in connection therewith or as a result thereof.

     

    SECTION
      13.  Miscellaneous.

     

    13.01  Payment
      of Expenses, etc.     The
      Borrower hereby agrees to: (i) whether or not the transactions herein
      contemplated are consummated, pay all reasonable out-of-pocket costs and
      expenses of the Administrative Agent (including, without limitation, the
      reasonable fees and disbursements of White & Case LLP and the Administrative
      Agent’s other counsel and consult-ants) in connection with the preparation,
      execution and delivery of this Agreement and the other Credit Documents and
      the
      documents and instruments referred to herein and therein and any amend-ment,
      waiver or consent relating hereto or thereto, of the Administrative Agent in
      connec-tion with its syndication efforts with respect to this Agreement and
      of
      the Administrative Agent and, after the occurrence of an Event of Default,
      each
      of the Issuing Lenders and Lenders in connection with the enforcement of this
      Agreement and the other Credit Documents and the documents and instru-ments
      referred to herein and therein or in connection with any refinancing or
      restructuring of the credit arrangements provided under this Agreement in the
      nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings
      (including, in each case without limitation, the reason-able fees and
      disbursements of counsel and consultants for the Administrative Agent and,
      after
      the occurrence of an Event of Default, counsel for each of the Issuing Lenders
      and Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing
      Lenders and each of the Lenders harmless from and against any and all present
      and future stamp, excise and other similar documentary taxes with respect to
      the
      fore-going matters and save the Administrative Agent, each of the Issuing
      Lenders and each of the Lenders harmless from and against any and all
      liabilities with respect to or resulting from any delay or omission (other
      than
      to the extent attributable to the Administrative Agent, such Issuing Lender
      or
      such Lender) to pay such taxes; and (iii) indem-nify the Administrative Agent,
      each Issuing Lender and each Lender, and each of their respective officers,
      directors, employees, representatives, agents, affiliates, trustees and
      investment advisors from and hold each of them harmless against any and all
      liabilities, obligations (including removal or remedial actions), losses,
      damages, penalties, claims, actions, judgments, suits, costs, expenses and
      disbursements (including reasonable attorneys’ and consultants’ fees and
      disbursements) incurred by, imposed on or assessed against any of them as a
      result of, or arising out of, or in any way related to, or by reason of, (a)
      any
      investigation, litigation or other proceeding (whether or not the Administrative
      Agent, any Issuing Lender or any Lender is a party thereto and whether or not
      such investiga-tion, litigation or other proceeding is brought by or on behalf
      of any Credit Party) related to the entering into and/or performance of this
      Agreement or any other Credit Document or the use of any Letter of Credit or
      the
      proceeds of any Loans hereunder or the consummation of the Transaction or any
      other transactions contemplated herein or in any other Credit Document or the
      exercise of any of their rights or remedies provided herein or in the other
      Credit Documents, or (b) the actual or alleged presence of Hazardous Materials
      in the air, surface water or groundwater or on the surface or subsurface of
      any
      Real Property at any time owned, leased or operated by the Borrower or any
      of
      its Subsidiaries, the generation, storage, transportation, handling or disposal
      of Hazardous Materials by the Borrower or any of its Subsidiaries at any
      location, whether or not owned, leased or operated by the Borrower or any of
      its
      Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries
      with
      any Environmental Law (including applicable permits thereunder) applicable
      to
      any Real Property, or any Environmental Claim asserted against the Borrower,
      any
      of its Subsidiaries or any Real Property at any time owned, leased or operated
      by the Borrower or any of its Subsidiaries, includ-ing, in each case, without
      limitation, the reasonable fees and disbursements of counsel and other
      consultants incurred in connection with any such investi-ga-tion, litigation
      or
      other proceed-ing (but excluding any losses, liabilities, claims, damages or
      expenses to the extent incurred by reason of the gross negligence or willful
      misconduct of the Person to be indemnified (as deter-mined by a court of
      competent jurisdiction in a final and non-appealable decision)). To the extent
      that the undertaking to indemnify, pay or hold harmless the Administrative
      Agent, any Issuing Lender or any Lender set forth in the preceding sentence
      may
      be unenforceable because it is violative of any law or public policy, the
      Borrower shall make the maximum contri-bu-tion to the payment and satisfac-tion
      of each of the indemnified liabilities which is permissible under applicable
      law. To the extent permitted by applicable law, the Borrower shall not assert,
      and hereby waives, any claim against the Administrative Agent, any Lender or
      any
      Issuing Lender, on any theory of liability, for special, indirect, consequential
      or punitive damages (as opposed to direct or actual damages) arising out of,
      in
      connection with, or as a result of, this Agreement or any agreement or
      instrument contemplated hereby, the Transaction, any Loan or Letter of Credit
      or
      the use of the proceeds thereof.

     

    
      
        
        

      

      
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    13.02  Right
      of Setoff.   
       (a) In addition to any rights now or hereafter granted under applicable
      law or otherwise, and not by way of limitation of any such rights, upon the
      occurrence and during the continuance of an Event of Default, the Administrative
      Agent, each Issuing Lender and each Lender is hereby authorized at any time
      or
      from time to time, without presentment, demand, protest or other notice of
      any
      kind to any Credit Party or to any other Person, any such notice being hereby
      expressly waived, to set off and to appropriate and apply any and all deposits
      (general or special) and any other Indebtedness at any time held or owing by
      the
      Administrative Agent, such Issuing Lender or such Lender (including, without
      limitation, by branches, agencies and Affiliates of the Administrative Agent,
      such Issuing Lender or such Lender wherever located) to or for the credit or
      the
      account of the Borrower or any of its Subsidiaries against and on account of
      the
      Obligations and liabilities of the Credit Parties to the Administrative Agent,
      such Issuing Lender or such Lender under this Agreement or under any of the
      other Credit Documents, including, without limitation, all interests in
      Obligations purchased by such Lender pursuant to Section 13.06(b), and all
      other
      claims of any nature or description arising out of or connected with this
      Agreement or any other Credit Document, irrespective of whether or not the
      Administrative Agent, such Issuing Lender or such Lender shall have made any
      demand hereunder and although said Obligations, liabilities or claims, or any
      of
      them, shall be contingent or unmatured.

     

    
      
        
        

      

      
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    (b)  NOTWITHSTANDING
      THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION
      SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER OR THE
      ADMINISTRATIVE AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM
      OR
      TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE
      ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT
      OF THE REQUIRED LENDERS OR, TO THE EXTENT REQUIRED BY SECTION 13.12 OF THIS
      AGREEMENT, ALL OF THE LENDERS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE
      AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO
      CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE
      CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL
      CODE,
      IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR
      ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE
      SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS
      HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR THE ADMINISTRATIVE AGENT
      OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR
      THE
      ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL BE SOLELY
      FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT
      HEREUNDER.

     

    13.03  Notices.  
       Except as otherwise expressly provided herein, all notices and other
      communications provided for hereunder shall be in writing (including
      telegraphic, telex, telecopier or cable communication) and mailed, telegraphed,
      telexed, telecopied, cabled or delivered: if to any Credit Party, RCN
      Corporation, 196 Van Buren Street, Herndon, VA 20170, Attention: Edward O’Hara,
      Telephone No.: (703) 434-8249, Telecopier No.: (703) 434-8437, with a copy
      to
      Benjamin R. Preston, Telephone No.: (703) 434-8440, Telecopier No. (703)
      434-8461; if to any Lender, at its address specified on Schedule 13.03; and
      if
      to the Administrative Agent, at the Notice Office; or, as to any Credit Party
      or
      the Administrative Agent, at such other address as shall be designated by such
      party in a written notice to the other parties hereto and, as to each Lender,
      at
      such other address as shall be designated by such Lender in a written notice
      to
      the Borrower and the Administrative Agent. Any party hereto may change its
      address or telecopy number for notices and other communications hereunder by
      written notice to the other parties hereto. All such notices and
      com-muni-cations shall, when mailed, telegraphed, telexed, telecopied, or cabled
      or sent by over-night courier, be effective when deposited in the mails,
      delivered to the telegraph company, cable company or overnight courier, as
      the
      case may be, or sent by telex or telecopier, except that notices and
      communications to the Administrative Agent and the Borrower shall not be
      effective until received by the Administrative Agent or the Borrower, as the
      case may be.

     

    
      
        
        

      

      
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    13.04  Benefit
      of Agreement; Assignments; Participations.  
       (a)
      This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the respective successors and assigns of the parties hereto; provided,
      however,
      the
      Borrower may not assign or transfer any of its rights, obligations or interest
      hereunder without the prior written consent of the Lenders and, provided further,
      that,
      although any Lender may transfer, assign or grant participations in its rights
      hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and
      may not transfer or assign all or any portion of its Commitments hereunder
      except as provided in Sections 1.13 and 13.04(b)) and the transferee, assignee
      or participant, as the case may be, shall not constitute a “Lender” hereunder
      and, provided further,
      that no
      Lender shall trans-fer or grant any participation under which the participant
      shall have rights to approve any amend-ment to or waiver of this Agreement
      or
      any other Credit Document except to the extent such amendment or waiver would
      (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit
      (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity
      Date) in which such participant is participating, or reduce the rate or extend
      the time of payment of interest or Fees thereon (except in connection with
      a
      waiver of applicability of any post-default increase in interest rates) or
      reduce the principal amount thereof (it being understood that any amendment
      or
      modifi-ca-tion to the financial definitions in this Agreement or to Section
      13.07(a) shall not constitute a reduc-tion in the rate of interest or Fees
      payable hereunder), or increase the amount of the participant’s participation
      over the amount thereof then in effect (it being understood that a waiver of
      any
      Default or Event of Default or of a mandatory reduction in the Total Commitment
      shall not constitute a change in the amount of such participation, and that
      an
      increase in any Commitment (or the available portion thereof) or Loan shall
      be
      permitted without the consent of any participant if the participant’s
      participation is not increased as a result thereof), (ii) consent to the
      assignment or transfer by the Borrower of any of its rights and obligations
      under this Agreement or (iii) release all or substantially all of the Collateral
      under all of the Security Documents (except as expressly provided in the Credit
      Documents) supporting the Loans or Letters of Credit here-under in which such
      participant is participating. In the case of any such participation, the
      partici-pant shall not have any rights under this Agreement or any of the other
      Credit Documents (the participant’s rights against such Lender in respect of
      such participation to be those set forth in the agreement executed by such
      Lender in favor of the participant relating thereto) and all amounts payable
      by
      the Borrower hereunder shall be determined as if such Lender had not sold such
      participation.

     

    (b)  Notwithstanding
      the foregoing, any Lender (or any Lender together with one or more other
      Lenders) may (x) assign all or a portion of its Commitments and related
      out-standing Obligations (or, if the Commitments have termi-nated, the related
      outstanding Obligations) hereunder to (i)(A) its parent company and/or any
      affiliate of such Lender which is at least 50% owned by such Lender or its
      parent company or (B) to one or more other Lenders or any affiliate of any
      such
      other Lender which is at least 50% owned by such other Lender or its parent
      company (provided
      that any
      fund that invests in Loans and is managed or advised by the same investment
      advisor of another fund which is a Lender (or by an Affiliate of such investment
      advisor) shall be treated as an affiliate of such other Lender for the purposes
      of this sub-clause (x)(i)(B)), or (ii) in the case of any Lender that is a
      fund
      that invests in Loans, any other fund that invests in Loans and is managed
      or
      advised by the same investment advisor of any Lender or by an Affiliate of
      such
      investment advisor or (y) assign all, or if less than all, a portion equal
      to at
      least $1,000,000 in the aggregate for the assigning Lender or assigning Lenders,
      of such Commitments and related outstanding Obligations (or, if the Commitments
      have terminated, the related outstanding Obligations) hereunder to one or more
      Eligible Transferees (treating any fund that invests in Loans and any other
      fund
      that invests in loans and is managed or advised by the same investment advisor
      of such fund or by an Affiliate of such invest-ment advisor as a single Eligible
      Transferee), each of which assignees shall become a party to this Agreement
      as a
      Lender by execution of an Assignment and Assumption Agreement, provided
      that (i)
      at such time, Schedule 1.01 shall be deemed modified to reflect the Commitments
      and/or out-stand-ing Loans, as the case may be, of such new Lender and of the
      existing Lenders, (ii) upon the surrender of the relevant Notes by the assigning
      Lender (or, upon such assigning Lender’s indem-nifying the Borrower for any lost
      Note pursuant to a customary indemnification agree-ment) new Notes will be
      issued, at the Borrower’s expense, to such new Lender and to the assigning
      Lender upon the request of such new Lender or assigning Lender, such new Notes
      to be in conformity with the requirements of Section 1.05 (with appropriate
      modifications) to the extent needed to reflect the revised Commitments and/or
      outstanding Loans, as the case may be, (iii) the consent of the Administrative
      Agent and, at all times following the Syndication Date (unless a Default under
      Section 10.01 or 10.05 or an Event of Default has occurred and is continuing),
      the Borrower shall be required in connection with any such assignment pursuant
      to clause (y) above (which consent shall not be unreasonably withheld or
      delayed), (iv) the consent of each Issuing Lender shall be required for any
      assignment of any Revolving Loan Commitment or participation in any Letter
      of
      Credit Outstandings, (v) the Administrative Agent shall receive at the time
      of
      each such assignment, from the assigning or assignee Lender, the payment of
      a
      non-refundable assignment fee of $3,500 and (vi) no such transfer or assignment
      will be effective until recorded by the Administrative Agent on the Register
      pursuant to Section 13.15. To the extent of any assignment pursuant to this
      Section 13.04(b), the assigning Lender shall be relieved of its obligations
      hereunder with respect to its assigned Commitments. At the time of each
      assignment pursuant to this Section 13.04(b) to a Person which is not already
      a
      Lender hereunder, the respective assignee Lender shall, to the extent legally
      entitled to do so, provide to the Borrower the appropriate Internal Revenue
      Service Forms and necessary attachments (and, if applicable, a Section
      4.04(b)(ii) Certificate) described in Section 4.04(b). To the extent that an
      assignment of all or any portion of a Lender’s Commitments and related
      outstanding Obligations pursuant to Section 1.13 or this Section 13.04(b) would,
      at the time of such assignment, result in greater amounts under Section 1.10,
      2.06 or 4.04 from the amounts the Borrower is required to pay with respect
      to
      the respective assigning Lender prior to such assignment, then the Borrower
      shall not be obligated to pay such increased amounts (although the Borrower,
      in
      accordance with and pursuant to the other provisions of this Agreement, shall
      be
      obligated to pay any other increased costs of the type described above resulting
      from changes after the date of the respective assignment).


    
      
        
        

      

      
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    (c)  Nothing
      in this Agreement shall prevent or prohibit any Lender from pledging its Loans
      and Notes hereunder to a Federal Reserve Bank in support of borrowings made
      by
      such Lender from such Federal Reserve Bank and, with prior notification to
      the
      Administrative Agent (but without the consent of the Administrative Agent or
      the
      Borrower), any Lender which is a fund may pledge all or any portion of its
      Loans
      and Notes to its trustee or to a collateral agent providing credit or credit
      support to such Lender in support of its obligations to such trustee, such
      collateral agent or a holder of such obligations, as the case may be. No pledge
      pursuant to this clause (c) shall release the transferor Lender from any of
      its
      obligations hereunder.


    
      
        
        

      

      
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    13.05  No
      Waiver; Remedies Cumulative.  
       No failure or delay on the part of the Administrative Agent, the
      Collateral Agent, any Issuing Lender or any Lender in exercising any right,
      power or privilege hereunder or under any other Credit Document and no course
      of
      dealing between the Borrower or any other Credit Party and the Administrative
      Agent, the Collateral Agent, any Issuing Lender or any Lender shall operate
      as a
      waiver thereof; nor shall any single or partial exercise of any right, power
      or
      privilege hereunder or under any other Credit Document pre-clude any other
      or
      further exercise thereof or the exercise of any other right, power or privilege
      hereunder or thereunder. The rights, powers and remedies herein or in any other
      Credit Document expressly provided are cumulative and not exclusive of any
      rights, powers or remedies which the Administrative Agent, the Collateral Agent,
      any Issuing Lender or any Lender would otherwise have. No notice to or demand
      on
      any Credit Party in any case shall entitle any Credit Party to any other or
      further notice or demand in similar or other circumstances or constitute a
      waiver of the rights of the Administrative Agent, the Collateral Agent, any
      Issuing Lender or any Lender to any other or further action in any circumstances
      without notice or demand.

     

    13.06  Payments
      Pro Rata. 
       (a)
      Except
      as otherwise provided in this Agreement, the Administrative Agent agrees that
      promptly after its receipt of each payment from or on behalf of the Borrower
      in
      respect of any Obligations hereunder, the Administrative Agent shall distribute
      such payment to the Lenders entitled thereto (other than any Lender that has
      consented in writing to waive its pro rata
      share of
      any such payment) pro rata
      based
      upon their respective shares, if any, of the Obligations with respect to which
      such payment was received.

     

    (b)  Each
      of
      the Lenders agrees that, if it should receive any amount hereunder (whether
      by
      voluntary payment, by realization upon security, by the exercise of the right
      of
      setoff or banker’s lien, by counterclaim or cross action, by the enforcement of
      any right under the Credit Documents, or otherwise), which is applicable to
      the
      payment of the principal of, or interest on, the Loans, Unpaid Drawings,
      Commitment Commission or Letter of Credit Fees, of a sum which with respect
      to
      the related sum or sums received by other Lenders is in a greater proportion
      than the total of such Obligation then owed and due to such Lender bears to
      the
      total of such Obligation then owed and due to all of the Lenders immediately
      prior to such receipt, then such Lender receiving such excess payment shall
      purchase for cash without recourse or warranty from the other Lenders an
      interest in the Obligations of the respective Credit Party to such Lenders
      in
      such amount as shall result in a proportional participation by all the Lenders
      in such amount; provided
      that if
      all or any portion of such excess amount is thereafter recovered from such
      Lenders, such purchase shall be rescinded and the purchase price restored to
      the
      extent of such recovery, but without interest.

     

    (c)  Notwithstanding
      anything to the contrary contained herein, the provisions of the preceding
      Sections 13.06(a) and (b) shall be subject to the express provisions of this
      Agreement which require, or permit, differing payments to be made to
      Non-Defaulting Lenders as opposed to Defaulting Lenders.

     

    13.07  Calculations;
      Computations.  
       (a)
      The
      financial state-ments to be furnished to the Lenders pursuant hereto shall
      be
      made and prepared in accordance with GAAP consistently applied throughout the
      periods involved (except as set forth in the notes thereto or as otherwise
      disclosed in writing by the Borrower to the Lenders); provided,
      however,
      that,
      (i) except as otherwise specifically provided herein, all computations of Excess
      Cash Flow, and all computations and all definitions (including accounting terms)
      used in determining compliance with Sections 8.15 and 9 shall utilize GAAP
      and
      policies in conformity with those used to prepare the financial statements
      of
      the Borrower referred to in Section 8.01(b) for the fiscal year ended
      December 31, 2005 delivered to the Deutsche Bank AG Cayman Islands Branch,
      as
      Administrative Agent under (and as defined in) the Existing First-Lien Credit
      Agreement, pursuant Section 8.01(b) thereto, (ii) to the extent expressly
      provided herein, certain calculations shall be made on a Pro Forma
      Basis
      and (iii) for purposes of calculating the Applicable Margins, the Financial
      Covenants, financial ratios, financial terms, all covenants and related
      definitions, all such calculations based on the operations of the Borrower
      and
      its Subsidiaries on a consolidated basis shall be made without giving effect
      to
      the operations of any Unrestricted Subsidiaries.


    
      
        
        

      

      
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    (b)  All
      computations of interest, Commitment Commission and other Fees hereunder shall
      be made on the basis of a year of 360 days (or 365/6 days in the case of
      interest on Base Rate Loans based on the Prime Lending Rate) for the actual
      number of days (includ-ing the first day but excluding the last day; except
      that
      in the case of Letter of Credit Fees and Facing Fees, the last day shall be
      included) occurring in the period for which such interest, Commitment Commission
      or Fees are payable. 

     

    13.08  GOVERNING
      LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.  
       (a)
      THIS
      AGREEMENT AND THE OTHER CREDIT DOCU-MENTS AND THE RIGHTS AND OBLIGATIONS OF
      THE
      PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN THE
      MORTGAGES, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE
      STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
      OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
      YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH
      CASE
      WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY
      OF
      THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, THE BORROWER HEREBY IRREVOCABLY
      ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
      UNCONDITION-ALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE BORROWER HEREBY
      FURTHER IRREVO-CABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL
      JURIS-DIC-TION OVER THE BORROWER, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY
      LEGAL
      ACTION PROCEED-ING WITH RESPECT TO THIS AGREE-MENT OR ANY OTHER CREDIT DOCUMENTS
      BROUGHT IN ANY OF THE AFORE-MENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL
      JURISDIC-TION OVER THE BORROWER. THE BORROWER FURTHER IRREVOCABLY CONSENTS
      TO
      THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
      ACTION OR PRO-CEED-ING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
      CERTI-FIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH
      IN
      SECTION 13.03 HEREOF, SUCH SERVICE TO BECOME EFFEC-TIVE 30 DAYS AFTER SUCH
      MAILING. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJEC-TION TO SUCH SERVICE
      OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM
      IN
      ANY ACTION OR PROCEEDING COM-MENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT
      THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN
      SHALL AFFECT THE RIGHT OF THE ADMINIS-TRATIVE AGENT, ANY LENDER OR THE HOLDER
      OF
      ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
      LEGAL PROCEEDINGS OR OTHER-WISE PROCEED AGAINST THE BORROWER IN ANY OTHER
      JURISDICTION.

     

    
      
        
        

      

      
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    (b)  THE
      BORROWER HEREBY IRREVO-CABLY WAIVES ANY OBJEC-TION WHICH IT MAY NOW OR HEREAFTER
      HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS
      ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
      BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER
      IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
      ANY
      SUCH ACTION OR PROCEED-ING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
      INCONVENIENT FORUM.

     

    (c)  EACH
      OF
      THE PARTIES TO THIS AGREEMENT HEREBY IRREVO-C-ABLY WAIVES TO THE FULLEST EXTENT
      PERMITTED BY APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
      PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
      OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
      THEREBY.

     

    13.09  Counterparts.  
       This Agreement may be executed in any number of counter-parts and by the
      different parties hereto on separate counterparts, each of which when so
      executed and delivered shall be an original, but all of which shall together
      constitute one and the same instrument. A set of counterparts executed by all
      the parties hereto shall be lodged with the Borrower and the Administrative
      Agent.

     

    13.10  Effectiveness.  
       This Agreement shall become effective on the date (the “Effective
      Date”)
      on
      which the Borrower, the Administrative Agent and each of the Lenders shall
      have
      signed a counterpart hereof (whether the same or different counterparts) and
      shall have delivered the same to the Administrative Agent at the Notice Office
      or, in the case of the Lenders, shall have given to the Administrative Agent
      telephonic (confirmed in writing), written or telex notice (actually received)
      at such office that the same has been signed and mailed to it. The
      Administrative Agent will give the Borrower and each Lender prompt written
      notice of the occurrence of the Effective Date.

     

    13.11  Headings
      Descriptive.   
       The headings of the several sections and subsections of this Agreement are
      inserted for convenience only and shall not in any way affect the meaning or
      construction of any provision of this Agreement.


    
      
        
        

      

      
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    13.12  Amendment
      or Waiver; etc.   
      (a)
      Neither
      this Agreement nor any other Credit Document nor any terms hereof or thereof
      may
      be changed, waived, discharged or termi-nated unless such change, waiver,
      discharge or termination is in writing signed by the respec-tive Credit Parties
      party hereto or thereto and the Required Lenders (although additional parties
      may be added to (and annexes may be modified to reflect such additions), and
      Subsidiaries of the Borrower may be released from the Subsidiaries Guaranty
      and
      the Security Documents in accordance with the provisions hereof and thereof
      without the consent of the other Credit Parties party thereto or the Required
      Lenders), provided
      that no
      such change, waiver, dis-charge or termination shall, without the consent of
      each Lender (other than a Defaulting Lender) (with Obligations being directly
      affected in the case of following clause (i)),
      (i)
      extend the final scheduled maturity of any Loan or Note or extend the stated
      expiration date of any Letter of Credit beyond the Revolving Loan Maturity
      Date,
      or reduce the rate or extend the time of pay-ment of interest or Fees thereon
      (except in connection with the waiver of applicability of any post-default
      increase in interest rates), or reduce the principal amount thereof (it being
      understood that any amendment or modification to the financial defini-tions
      in
      this Agreement or to Section 13.07(a) shall not constitute a reduction in the
      rate of interest or Fees for the purposes of this clause (i)), (ii) release
      all
      or substantially all of the Collateral (except as expressly provided in the
      Credit Documents) under all the Security Documents, (iii) release all or
      substantially all of the Subsidiary Guarantors from the Subsidiaries Guaranties
      (except as expressly provided in the Subsidiaries Guaranty in connection with
      permitted sales or dispositions of Equity Interests in the respective Subsidiary
      Guarantor or Subsidiary Guarantors being released), (iv) amend, modify or waive
      any provision of this Section 13.12 (except for technical amendments with
      respect to additional extensions of credit pursuant to this Agreement which
      afford the protections to such additional extensions of credit of the type
      provided to the Loans and the Commitments on the Effective Date), (v) reduce
      the
      percentage specified in the definition of Required Lenders (it being understood
      that, with the consent of the Required Lenders, additional extensions of credit
      pursuant to this Agreement may be included in the determination of the Required
      Lenders on sub-stantially the same basis as the extensions of Loans and
      Revolving Loan Commitments are included on the Effective Date) or (vi) consent
      to the assignment or transfer by the Borrower of any of its rights and
      obligations under this Agreement; provided further,
      that no
      such change, waiver, dis-charge or termination shall (1) increase the
      Commitments of any Lender over the amount thereof then in effect without the
      consent of such Lender (it being understood that waivers or modifications of
      conditions precedent, covenants, Defaults or Events of Default or of a mandatory
      reduction in the Total Commitment shall not constitute an increase of the
      Commitment of any Lender, and that an increase in the available portion of
      any
      Commitment of any Lender shall not constitute an increase of the Commitment
      of
      such Lender), (2) without the consent of each Issuing Lender, amend, modify
      or
      waive any provision of Section 2 or alter its rights or obli-ga-tions with
      respect to Letters of Credit, (3) without the consent of the Administrative
      Agent, amend, modify or waive any provision of Section 12 or any other provision
      as same relates to the rights or obligations of the Administrative Agent, (4)
      with-out the consent of the Collateral Agent, amend, modify or waive any
      provision relating to the rights or obligations of the Collateral Agent, or
      (5)
      reduce the amount of, or extend the date of, any Scheduled Repayment with-out
      the consent of the Supermajority Lenders holding Term Loans, or amend the
      definition of Supermajority Lenders without the consent of the Supermajority
      Lenders holding Term Loans (it being under-stood that, with the consent of
      the
      Required Lenders, additional extensions of credit pursuant to this Agreement
      may
      be included in the determination of the Supermajority Lenders on substan-tially
      the same basis as the extensions of Loans and Commitments are included on the
      Effective Date).

     

    
      
        
        

      

      
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    (b)  If,
      in
      connection with any proposed change, waiver, discharge or termina-tion of any
      of
      the provisions of this Agreement as contemplated by clauses (i) through (vi),
      inclu-sive, of the first proviso to Section 13.12(a), the consent of the
      Required Lenders is obtained but the consent of one or more of such other
      Lenders whose consent is required is not obtained, then the Borrower shall
      have
      the right, so long as all non-consenting Lenders whose individual con-sent
      is
      required are treated as described in either clauses (A) or (B) below, to either
      (A) replace each such non-consenting Lender or Lenders (or, at the option of
      the
      Borrower if the respective Lender’s consent is required with respect to less
      than all Tranches (or related Commitments), to replace only the respective
      Tranche or Tranches of Commitments and/or related outstandings of the respective
      non-consenting Lender which gave rise to the need to obtain such Lender’s
      individual consent) with one or more Replacement Lenders pursuant to Sec-tion
      1.13 so long as at the time of such replacement, each such Replacement Lender
      consents to the proposed change, waiver, discharge or termination or (B)
      terminate such non-consenting Lender’s Commitments and repay the outstanding
      Loans of such Lender and cash collateralize such Lender’s RL Percentage of all
      outstanding Letters of Credit (or, if such Lender is being replaced as to a
      single Tranche only, take such actions with respect to the Tranche for which
      it
      is being terminated), all in accor-dance with Sections 3.02(b) and/or 4.01(b),
      provided
      that,
      unless the Commitments that are terminated, and Loans repaid, pursuant to
      preceding clause (B) are immediately replaced in full at such time through
      the
      addition of new Lenders or the increase of the Commitments and/or outstand-ing
      Loans of existing Lenders (who in each case must specifi-cally consent thereto),
      then in the case of any action pursuant to preceding clause (B) the Required
      Lenders (determined after giving effect to the proposed action) shall
      specifically consent thereto, provided further,
      that in
      any event the Borrower shall not have the right to replace a Lender, terminate
      its Commitments or repay its Loans solely as a result of the exercise of such
      Lender’s rights (and the withholding of any required consent by such Lender)
      pursuant to the second proviso to Section 13.12(a).

     

    13.13  Survival.
      All
      indemnities set forth herein including, without limitation, in Sections 1.10,
      1.11, 2.06, 4.04, 12.06 and 13.01 shall survive the execution, delivery and
      termi-nation of this Agreement and the Notes and the making and repayment of
      the
      Obligations.

     

    13.14  Domicile
      of Term Loans.  
       Each Lender may transfer and carry its Loans at, to or for the account of
      any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything
      to
      the contrary contained herein, to the extent that a transfer of Loans pursuant
      to this Section 13.14 would, at the time of such transfer, result in
      increased costs under Section 1.10, 1.11, 2.06 or 4.04 from those being
      charged by the respective Lender prior to such transfer, then the Borrower
      shall
      not be obligated to pay such increased costs (although the Borrower shall be
      obligated to pay any other increased costs of the type described above resulting
      from changes after the date of the respective transfer).

     

    13.15  Register.  
       The Borrower hereby designates the Administrative Agent to serve as its
      agent, solely for purposes of this Section 13.15, to maintain a register (the
      “Register”)
      on
      which it will record the Commitments from time to time of each of the Lenders,
      the Loans made by each of the Lenders and each repayment in respect of the
      principal amount of the Loans of each Lender. Failure to make any such
      recordation, or any error in such recordation, shall not affect the Borrower’s
      obligations in respect of such Loans. With respect to any Lender, the transfer
      of the Commitments of such Lender and the rights to the principal of, and
      interest on, any Loan made pursuant to such Commitments shall not be effective
      until such transfer is recorded on the Register maintained by the Administrative
      Agent with respect to ownership of such Commitments and Loans and prior to
      such
      recordation all amounts owing to the transferor with respect to such Commitments
      and Loans shall remain owing to the transferor. The registra-tion of assignment
      or transfer of all or part of any Commitments and Loans shall be recorded by
      the
      Administrative Agent on the Register only upon the acceptance by the
      Adminis-trative Agent of a properly executed and delivered Assignment and
      Assumption Agreement pur-suant to Section 13.04(b). Coincident with the
      delivery of such an Assignment and Assumption Agreement to the Administrative
      Agent for acceptance and registration of assignment or transfer of all or part
      of a Loan, or as soon thereafter as practicable, the assigning or transferor
      Lender shall surrender the Note (if any) evidencing such Loan, and thereupon
      one
      or more new Notes in the same aggregate principal amount shall be issued to
      the
      assigning or transferor Lender and/or the new Lender at the request of any
      such
      Lender. The Borrower agrees to indemnify the Administrative Agent from and
      against any and all losses, claims, damages and liabilities of what-so-ever
      nature which may be imposed on, asserted against or incurred by the
      Administrative Agent in performing its duties under this Section 13.15 (but
      excluding any losses, claims, damages and liabilities to the extent incurred
      by
      reason of the gross negligence or willful misconduct of the Administrative
      Agent
      (as determined by a court of competent jurisdiction in a final and
      non-appealable decision)).

     

    
      
        
        

      

      
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    13.16  Confidentiality.  
       (a)
      Subject
      to the provisions of clause (b) of this Section 13.16, each of the
      Administrative Agent and the Lenders agree that it will use its reasonable
      efforts not to disclose without the prior consent of the Borrower (other than
      to
      its employees, auditors, advisors or counsel or to another Lender if such Lender
      or such Lender’s holding or parent company in its sole discretion deter-mines
      that any such party should have access to such information, provided such
      Persons shall be subject to the provisions of this Section 13.16 to the same
      extent as such Lender) any infor-ma-tion with respect to the Borrower or any
      of
      its Subsidiaries which is now or in the future furnished pur-suant to this
      Agreement or any other Credit Document, provided
      that any
      Lender may disclose any such informa-tion (i) as has become generally available
      to the public other than by virtue of a breach of this Section 13.16(a) by
      the
      respective Lender, (ii) as may be required or appro-priate in any report,
      statement or testimony submitted to any municipal, state or Federal regula-tory
      body hav-ing or claiming to have jurisdiction over such Lender or to the Federal
      Reserve Board or the Federal Deposit Insurance Corporation or similar
      organizations (whether in the United States or else-where) or their successors,
      (iii) as may be required or appropriate in respect to any summons or subpoena
      or
      in connection with any litigation, (iv) in order to comply with any law, order,
      regulation or ruling applicable to such Lender, (v) to the Administrative Agent
      or the Collateral Agent, (vi) to any direct or indirect contractual counterparty
      in any swap, hedge or similar agreement (or to any such contractual
      counterparty’s professional advisor), so long as such contractual counterparty
      (or such professional advisor) agrees to be bound by the provisions of this
      Section 13.16, and (vii) to any prospective or actual transferee or participant
      in connec-tion with any contemplated transfer or participation of any of the
      Notes or Commitments or any interest therein by such Lender, provided
      that
      such prospective transferee agrees to be bound by the confiden-tial-ity
      provisions contained in this Section 13.16.

     

    (b)  The
      Borrower hereby acknowledges and agrees that each Lender may share with any
      of
      its affiliates, and such affiliates may share with such Lender, any information
      related to the Borrower or any of its Subsidiaries (including, without
      limitation, any non-public customer information regarding the creditworthiness
      of the Borrower and its Subsidiaries), provided such Persons shall be subject
      to
      the provisions of this Section 13.16 to the same extent as such
      Lender.


    
      
        
        

      

      
        -123-

        
          

        

      

      
        
        

      

    

     

    13.17  Limitation
      on Additional Amounts.  
       Notwithstanding anything to the contrary contained in Section 1.10, 1.11
      or 2.06, unless a Lender gives notice to the Borrower that it is obligated
      to
      pay an amount under any such Section within 270 days after the later of (x)
      the
      date the Lender incurs the respective increased costs, Taxes, loss, expense
      or
      liability, reduction in amounts received or receivable or reduction in return
      on
      capital or (y) the date such Lender has actual knowledge of its incurrence
      of
      the respective increased costs, Taxes, loss, expense or liability, reductions
      in
      amounts received or receivable or reduction in return on capital, then such
      Lender shall only be entitled to be compensated for such amount by the Borrower
      pursuant to said Section 1.10, 1.11 or 2.06, as the case may be, to the extent
      the costs, Taxes, loss, expense or liability, reduction in amounts received
      or
      receivable or reduction in return on capital are incurred or suffered on or
      after the date which occurs 270 days prior to such Lender giving notice to
      the
      Borrower that it is obligated to pay the respective amounts pursuant to said
      Section 1.10, 1.11 or 2.06. This Section 13.17 shall have no applicability
      to
      any Section of this Agreement other than said Sections 1.10, 1.11 or
      2.06.

     

    13.18  The
      Patriot Act.  
       Each Lender subject to the USA PATRIOT ACT (Title 111 of Pub. L. 107-56
      (signed into law October 26, 2001)) (the “Act”)
      hereby
      notifies the Borrower that pursuant to the requirements of the Act, it is
      required to obtain, verify and record information that identifies the Borrower
      and the other Credit Parties and other information that will allow such Lender
      to identify the Borrower and the other Credit Parties in accordance with the
      Act. 

     

    13.19  OTHER
      LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENT; ETC.    
      (a)
      EACH
      LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE
      CREATED ON THE COLLATERAL PURSUANT TO THE SECOND-LIEN NOTE DOCUMENTS, WHICH
      LIENS SHALL BE REQUIRED TO BE SUBORDINATED AND JUNIOR TO THE LIENS CREATED
      PURSUANT TO THE CREDIT DOCUMENTS IN ACCORDANCE WITH THE TERMS OF THE
      INTERCREDITOR AGREEMENT. PURSUANT TO THE EXPRESS TERMS OF SECTION 8.1 OF THE
      INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF
      THE
      INTERCREDITOR AGREEMENT AND ANY OF THE CREDIT DOCUMENTS, THE PROVISIONS OF
      THE
      INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. 

     

    (b)
         EACH
      LENDER AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENT AND THE ADMINISTRATIVE
      AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT ON BEHALF OF THE LENDERS, AND
      TO
      TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE)
      BY
      IT IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT.

     

    
      
        
        

      

      
        -124-

        
          

        

      

      
        
        

      

    

     

    (c)  
       THE
      PROVISIONS OF THIS SECTION 13.20 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT
      PROVISIONS OF THE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE
      INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF.
      EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE
      INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NO AGENT
      OR
      ANY OF AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY
      OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR
      AGREEMENT.


     

    *
      *
      *


    
      
        
        

      

      
        -125-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
      to execute and deliver this Agreement as of the date first above
      written.

    


    
      	 	
              RCN
                CORPORATION

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
               
                /s/ Michael T. Sicoli

            
	 	 	
              Name:
                Michael T. Sicoli

            
	 	 	
              Title:  EVP
                & Chief Financial Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              DEUTSCHE
                BANK TRUST COMPANY

            
	 	 	
              AMERICAS,
                as Lender and as Administrative Agent

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
               
                /s/ Anca Trifan

            
	 	 	
              Name:
                Anca Trifan

            
	 	 	
              Title:  Director

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
               
                /s/ Diane F. Rolfe

            
	 	 	
              Name:
                Diane F. Rolfe

            
	 	 	
              Title:  Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              CITICORP
                USA, INC., as Lender and as Syndication Agent

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
               
                /s/ Ross Levitsky

            
	 	 	
              Name:
                Ross Levitsky

            
	 	 	
              Title:  Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              SOCIETE
                GENERALE, as Lender and as Documentation Agent

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
               
                /s/
                Mark Vigil

            
	 	 	
              Name:
                Mark Vigil

            
	 	 	
              Title:  
                Managing Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              WELLS
                FARGO FOOTHILL, INC., as Lender 

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
               
                /s/
                Jesse Munoz

            
	 	 	
              Name:
                Jesse Munoz

            
	 	 	
              Title:  Vice
                President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              FOOTHILL
                INCOME TRUST II, L.P., as

              Lender

            
	 	 	
              By:
                FIT II GP, LLC, its General Partner

            
	 	 	 
	 	 	
              By:
                

            	
               
                /s/
                Jeffrey T. Nikora

            
	 	 	 	
              Name:
                Jeffrey T. Nikora

            
	 	 	 	
              Title:
                Managing Member of the Managing General
                Partner