<PAGE>

                                                                   EXHIBIT 10.38

                                                                  EXECUTION COPY
================================================================================
                                    Published CUSIP Number: [__________________]

                             SENIOR CREDIT AGREEMENT

                         Dated as of November 10, 2004,

                                      among
                   VALOR TELECOMMUNICATIONS ENTERPRISES, LLC,
                  VALOR TELECOMMUNICATIONS ENTERPRISES II, LLC
                                       and
               CERTAIN OF THEIR RESPECTIVE DOMESTIC SUBSIDIARIES,
                                  as Borrowers,

                         VALOR TELECOMMUNICATIONS, LLC,
                    VALOR TELECOMMUNICATIONS SOUTHWEST, LLC,
                   VALOR TELECOMMUNICATIONS SOUTHWEST II, LLC
                                       and
  CERTAIN OF THEIR RESPECTIVE DOMESTIC SUBSIDIARIES, INCLUDING SUCH BORROWERS,
                                 as Guarantors,

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

                               JPMORGAN CHASE BANK
                                       and
                              WACHOVIA BANK, N.A.,
                          as Senior Syndication Agents,

                            CIBC WORLD MARKETS CORP.
                                       and
              MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                         as Senior Documentation Agents,

                                       and
                            THE LENDERS PARTY HERETO

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

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
ARTICLE I           DEFINITIONS AND ACCOUNTING TERMS...............................................           2

         Section 1.01          Defined Terms.......................................................           2

         Section 1.02          Other Interpretive Provisions.......................................          46

         Section 1.03          Accounting Terms....................................................          47

         Section 1.04          Rounding............................................................          48

         Section 1.05          Times of Day........................................................          48

         Section 1.06          Letter of Credit Amounts............................................          48

ARTICLE II          COMMITMENTS AND CREDIT EXTENSIONS..............................................          48

         Section 2.01          Term Loans and Revolving Loans......................................          48

         Section 2.02          Borrowings, Conversions and Continuations of Senior Loans...........          50

         Section 2.03          Letters of Credit...................................................          52

         Section 2.04          Swing Line Loans....................................................          62

         Section 2.05          Prepayments.........................................................          65

         Section 2.06          Termination or Reduction of Commitments.............................          70

         Section 2.07          Repayment of Senior Loans...........................................          71

         Section 2.08          Interest............................................................          71

         Section 2.09          Fees................................................................          72

         Section 2.10          Computation of Interest and Fees....................................          73

         Section 2.11          Evidence of Debt....................................................          73

         Section 2.12          Payments Generally..................................................          74

         Section 2.13          Sharing of Payments by Senior Lenders...............................          76

         Section 2.14          Existing Credit Agreements..........................................          76

ARTICLE III         TAXES, YIELD PROTECTION AND ILLEGALITY.........................................          77

         Section 3.01          Taxes...............................................................          77

         Section 3.02          Illegality..........................................................          80

         Section 3.03          Inability to Determine Rates........................................          81

         Section 3.04          Increased Costs.....................................................          81

         Section 3.05          Funding Losses......................................................          82

         Section 3.06          Mitigation Obligations; Replacement of Senior Lenders...............          83
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>

         Section 3.07          Matters Applicable to all Requests for Compensation.................          84

         Section 3.08          Survival............................................................          84

ARTICLE IV          CONDITIONS PRECEDENT TO CREDIT EXTENSIONS......................................          84

         Section 4.01          Conditions of Initial Credit Extension..............................          84

         Section 4.02          Conditions to all Credit Extensions.................................          89

ARTICLE V           REPRESENTATIONS AND WARRANTIES.................................................          90

         Section 5.01          Existence, Qualification and Power..................................          90

         Section 5.02          Authorization; No Contravention.....................................          90

         Section 5.03          Governmental Authorization; Other Consents..........................          90

         Section 5.04          Binding Effect......................................................          91

         Section 5.05          Financial Statements; No Material Adverse Effect....................          91

         Section 5.06          Litigation..........................................................          92

         Section 5.07          No Default..........................................................          92

         Section 5.08          Subsidiaries and Equity Investments.................................          93

         Section 5.09          Ownership...........................................................          93

         Section 5.10          Ownership of Personal Property; Liens...............................          93

         Section 5.11          Intellectual Property; Licenses, Etc................................          93

         Section 5.12          Real Estate, Leases.................................................          94

         Section 5.13          Environmental Matters...............................................          94

         Section 5.14          Security Documents..................................................          95

         Section 5.15          Insurance...........................................................          96

         Section 5.16          Transactions with Affiliates........................................          97

         Section 5.17          Taxes...............................................................          97

         Section 5.18          ERISA Compliance....................................................          97

         Section 5.19          Purpose of Senior Loans and Letters of Credit.......................          98

         Section 5.20          Margin Regulations; Investment Company Act; Public Utility Holding
                                 Company Act.......................................................          98

         Section 5.21          Disclosure..........................................................          98

         Section 5.22          Compliance with Laws................................................          99

         Section 5.23          Labor Matters.......................................................          99
</TABLE>

                                      -ii-

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                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
         Section 5.24          Solvency............................................................          99

         Section 5.25          Nature of Business..................................................          99

         Section 5.26          Independent Credit Analysis.........................................         100

         Section 5.27          Designation as Senior Debt..........................................         100

ARTICLE VI          AFFIRMATIVE COVENANTS..........................................................         100

         Section 6.01          Financial Statements................................................         100

         Section 6.02          Certificates; Other Information.....................................         101

         Section 6.03          Notices.............................................................         105

         Section 6.04          Payment of Obligations..............................................         106

         Section 6.05          Preservation of Existence, Etc......................................         106

         Section 6.06          Maintenance of Properties...........................................         107

         Section 6.07          Maintenance of Insurance; Certain Proceeds..........................         107

         Section 6.08          Compliance with Laws, Contractual Obligations.......................         108

         Section 6.09          Books and Records...................................................         109

         Section 6.10          Inspection Rights...................................................         109

         Section 6.11          Further Assurances with Respect to Additional Subsidiaries..........         109

         Section 6.12          Further Assurances with Respect to Additional Collateral............         110

         Section 6.13          Use of Proceeds.....................................................         111

         Section 6.14          Interest Rate Protection............................................         111

         Section 6.15          Environmental.......................................................         111

         Section 6.16          RTFC Eligibility....................................................         112

         Section 6.17          Further Assurances with Respect to Post-Closing Date Deliveries.....         112

ARTICLE VII         NEGATIVE COVENANTS.............................................................         113

         Section 7.01          Liens...............................................................         113

         Section 7.02          Investments.........................................................         114

         Section 7.03          Indebtedness........................................................         116

         Section 7.04          Fundamental Changes and Acquisitions................................         117

         Section 7.05          Dispositions........................................................         118
</TABLE>

                                     -iii-

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                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
         Section 7.06          Restricted Payments.................................................         119

         Section 7.07          Amendment, Etc. of Material Documents and Payments in Respect of
                                 Indebtedness......................................................         121

         Section 7.08          Change in Nature of Business........................................         123

         Section 7.09          Transactions with Affiliates........................................         123

         Section 7.10          Limitations on Restricted Actions...................................         123

         Section 7.11          Sale-Leasebacks; Off-Balance Sheet Obligation.......................         124

         Section 7.12          Use of Proceeds.....................................................         124

         Section 7.13          Ownership of Subsidiaries and Other Restrictions....................         124

         Section 7.14          Unrestricted Subsidiaries...........................................         125

         Section 7.15          Fiscal Year.........................................................         126

         Section 7.16          Partnerships, etc...................................................         126

         Section 7.17          Sales of Receivables................................................         126

         Section 7.18          Financial Covenants.................................................         126

ARTICLE VIII        EVENTS OF DEFAULT AND REMEDIES.................................................         128

         Section 8.01          Events of Default...................................................         128

         Section 8.02          Remedies Upon Event of Default......................................         131

         Section 8.03          Application of Funds................................................         132

ARTICLE IX          GUARANTY.......................................................................         133

         Section 9.01          Guaranty; Limitation of Liability...................................         133

         Section 9.02          Guaranty Absolute...................................................         134

         Section 9.03          Waivers and Acknowledgments.........................................         136

         Section 9.04          Subordination.......................................................         137

         Section 9.05          Continuing Guaranty.................................................         138

ARTICLE X           SENIOR ADMINISTRATIVE AGENT....................................................         139

         Section 10.01         Appointment and Authorization of Senior Administrative Agent........         139

         Section 10.02         Rights as a Senior Lender...........................................         139

         Section 10.03         Exculpatory Provisions..............................................         139

         Section 10.04         Reliance by Senior Administrative Agent.............................         140

         Section 10.05         Delegation of Duties................................................         140
</TABLE>

                                      -iv-

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                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
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<S>                                                                                                         <C>
         Section 10.06         Resignation of Senior Administrative Agent..........................         141

         Section 10.07         Non-Reliance on Administrative Agent and Other Senior Lenders.......         142

         Section 10.08         No Other Duties, Etc................................................         142

         Section 10.09         Senior Administrative Agent May File Proofs of Claim................         142

         Section 10.10         Collateral and Guaranty Matters.....................................         143

ARTICLE XI          MISCELLANEOUS..................................................................         144

         Section 11.01         Amendments, Etc.....................................................         144

         Section 11.02         Notices; Effectiveness; Electronic Communication....................         146

         Section 11.03         No Waiver; Cumulative Remedies......................................         148

         Section 11.04         Expenses; Indemnity; Damage Waiver..................................         148

         Section 11.05         Payments Set Aside..................................................         150

         Section 11.06         Successors and Assigns..............................................         151

         Section 11.07         Treatment of Certain Information; Confidentiality...................         155

         Section 11.08         Right of Setoff.....................................................         156

         Section 11.09         Interest Rate Limitation............................................         157

         Section 11.10         Counterparts; Integration; Effectiveness............................         157

         Section 11.11         Survival of Representations and Warranties..........................         157

         Section 11.12         Severability........................................................         157

         Section 11.13         Replacement of Senior Lenders.......................................         158

         Section 11.14         Governing Law; Jurisdiction; Etc....................................         158

         Section 11.15         Waiver of Jury Trial................................................         159

         Section 11.16         Entire Agreement....................................................         160

         Section 11.17         USA Patriot Act Notice..............................................         160

         Section 11.18         Borrowers' Representative...........................................         160

         Section 11.19         Conflicts with Senior Mortgages.....................................         160
</TABLE>

                                      -v-

<PAGE>

SCHEDULES

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

EXHIBITS

    FORM OF

    A       Senior Loan Notice
    B       Swing Line Loan Notice
    C-1-B   Term Note (Tranche B Term Loans)
    C-1-C   Term Note (Tranche C Term Loans)
    C-1-D   Term Note (Tranche D Term Loans)
    C-2-R   Revolving Note (Revolving Loans)
    C-2-S   Revolving Note (Swing Line Loans)
    D       Compliance Certificate
    E       Senior Assignment and Assumption
    F       Senior Joinder Agreement
    G       Senior Opinion Matters
    H       Senior Pledge and Security Agreement
    I       Senior Mortgage
    J       Intercreditor Agreement

                                      -vi-

<PAGE>

                             SENIOR CREDIT AGREEMENT

      This SENIOR CREDIT AGREEMENT is entered into as of November 10, 2004 (this
"Agreement"), among (a) VALOR TELECOMMUNICATIONS ENTERPRISES, LLC, a Delaware
limited liability company ("Enterprises"), VALOR TELECOMMUNICATIONS ENTERPRISES
II, LLC, a Delaware limited liability company ("Enterprises II"), each Domestic
Subsidiary (such term and the other capitalized terms used herein shall have the
meanings assigned thereto in Section 1.01 of this Agreement) of Enterprises or
Enterprises II identified on the signature pages of this Agreement as a
"Borrower" and each other wholly owned Domestic Subsidiary of Enterprises or
Enterprises II that hereafter becomes a party to this Agreement pursuant to
Section 6.11 (all such Subsidiaries, together with Enterprises, and Enterprises
II, hereinafter collectively referred to as the "Borrowers", and each
individually as a "Borrower"), (b) VALOR TELECOMMUNICATIONS, LLC, a Delaware
limited liability company ("Holdings"), VALOR TELECOMMUNICATIONS SOUTHWEST, LLC,
a Delaware limited liability company ("Southwest"), VALOR TELECOMMUNICATIONS
SOUTHWEST II, LLC, a Delaware limited liability company ("Southwest II"), and
each other Domestic Subsidiary of Holdings identified on the signature pages of
this Agreement as a "Guarantor", including each Borrower (all such Subsidiaries
including each Borrower, together with Holdings, Southwest and Southwest II,
hereinafter collectively referred to as the "Guarantors", and each individually
as a "Guarantor"), (c) each lender from time to time party hereto (collectively,
the " Senior Lenders" and individually, a "Senior Lender"), (d) BANK OF AMERICA,
N.A., as Senior Administrative Agent, Swing Line Lender and L/C Issuer, (e)
JPMORGAN CHASE BANK and WACHOVIA BANK, N.A., as Senior Syndication Agents, (f)
CIBC WORLD MARKETS CORP. and MERRILL, LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, as Senior Documentation Agents, and (g) BANC OF AMERICA SECURITIES
LLC and J. P. MORGAN SECURITIES INC., as Sole and Exclusive Senior Lead
Arrangers and as Sole Senior Book Managers.

                                    RECITALS

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

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

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

<PAGE>

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

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

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

      "Acquisition" by any Person, means the purchase or acquisition in a single
transaction or a series of transactions by such Person individually or, together
with its Affiliates, of (a) any Equity Interests of another Person which are
sufficient to permit such Person and its Affiliates to Control such other Person
or (b) all or any substantial portion of the Property (including, without
limitation, all or a substantial portion of the Property comprising a division,
unit or line of business) of another Person, whether or not involving a merger
or consolidation with such other Person. "Acquire" has a meaning correlative
thereto.

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

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

      "Additional Intermediate Holding Company" has the meaning provided in the
definition of the term "Permitted Restructuring Transaction".

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

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

      "Agreement" means this Credit Agreement.

      "Applicable Borrower" means, (a) with respect to any Borrowing, the
Borrower that borrowed or was deemed to have borrowed such Borrowing hereunder,
or (b) with respect to any L/C Credit Extension, the Borrower for whose account
such L/C Credit Extension is requested, in each case, as designated by the Loan
Party Representative in the applicable Request for Credit Extension.

      "Applicable Facility Percentage" means, with respect to any Facility at
any time, the percentage (carried out to the ninth decimal place) of the Total
Outstandings (assuming, for these purposes that all undrawn Revolving
Commitments which have not been terminated pursuant to

                                       2
<PAGE>

Section 8.02 are fully drawn) represented by the Total Outstanding Amount of
such Facility (assuming, for these purposes that all undrawn Revolving
Commitments which have not been terminated pursuant to Section 8.02 are fully
drawn).

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

      "Applicable Rate" means: (a) in the case of Tranche B Term Loans, (i) in
respect of Eurodollar Rate Loans, 3.50% and (ii) in respect of Base Rate Loans,
2.50%; and (b) in the case of Revolving Loans, from time to time, the following
percentages per annum, based upon the Consolidated Total Leverage Ratio as set
forth in the most recent Compliance Certificate received by the Administrative
Agent pursuant to Section 6.02(b):

                                 APPLICABLE RATE

             REVOLVING LOANS, SWING LINE LOANS AND LETTERS OF CREDIT

<TABLE>
<CAPTION>
                                  Eurodollar
            Consolidated             Rate                Base Rate
                Total              Revolving             Revolving
Pricing       Leverage       Loans and Letters of     Loans and Swing
 Level          Ratio               Credit               Line Loans
-------     ------------     --------------------     ---------------
<S>         <C>              <C>                      <C>
   I        > or = 5.0:1            3.50%                  2.50%

  II        < 5.0:1 but             3.25%                  2.25%
            > or = 4.5:1

  III       < 4.5:1                 3.00%                  2.00%
</TABLE>

      The Applicable Rate for Revolving Loans in effect during the period from
the Closing Date until the initial quarterly Compliance Certificate is delivered
pursuant to Section 6.02(b) shall be determined based upon the Consolidated
Total Leverage Ratio as set forth in the Compliance Certificate delivered on the
Closing Date pursuant to Section 4.01(a)(xix). Any increase or decrease in the
Applicable Rate for Revolving Loans resulting from a change in the Consolidated
Total Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
Section 6.02(b); provided, however, that if a Compliance Certificate is not
delivered when due in

                                       3
<PAGE>

accordance with such Section 6.02(b), then Pricing Level I will be applicable
until the date two Business Days after the appropriate Compliance Certificate is
delivered, whereupon the Applicable Rate shall be adjusted based on the
information contained in the Compliance Certificate.

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

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

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

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

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

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

                                       4
<PAGE>

equity and cash flows for each such fiscal year of Southwest and its
Subsidiaries, including the notes thereto, and (c) the audited consolidated
balance sheets of Southwest II and its Subsidiaries for the fiscal years ended
2002 and 2003, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for each fiscal year of Southwest II and its
Subsidiaries, including the notes thereto.

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

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

            (a)   the aggregate amount of all Net Cash Proceeds received by
Holdings (or, in connection with or following a Permitted Restructuring
Transaction, the Surviving Parent) from Equity Issuances after the Closing Date
and as to which the Senior Administrative Agent has received a Compliance
Certificate pursuant to Section 6.02(b) confirming the date of each such Equity
Issuance and the amount of such Net Cash Proceeds, in each case net of the
amount of such Net Cash Proceeds required to be applied to a mandatory
prepayment of the Senior Loans pursuant to Section 2.05(b)(iv), which have been
contributed by Holdings (or the Surviving Parent) to the Consolidated Borrower
Parties; minus

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

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

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

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

                  (iv)  other Restricted Payments made by the Consolidated
      Borrower Parties (other than Restricted Payments to any Consolidated
      Borrower Party); provided, however, that any such Restricted Payment by a
      Consolidated Borrower Party to any other person (other than another
      Consolidated Party) which is made with the proceeds of

                                       5
<PAGE>

      a substantially contemporaneous Restricted Payment from another
      Consolidated Party shall be deemed to be a single Restricted Payment for
      these purposes.

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

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

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

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

      "Borrower" and "Borrowers" have the meanings specified in the introductory
paragraph hereto.

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

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

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Senior Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

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

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

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

                                       6
<PAGE>

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

      "Cash Equivalents" means:

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

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

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

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

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

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

                                       7
<PAGE>

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

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

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

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

      "Change of Control" means, at any time:

            (a)   (i) except following a Permitted Restructuring Transaction,
the Sponsors shall cease to directly or indirectly own and control legally and
beneficially (on a fully diluted basis), 50.1% or more of each class of Voting
Interests of Holdings or 50.1% or more of the outstanding Class A Preferred
Interests of Holdings, or (ii) after a Permitted Restructuring Transaction,
except following an IPO Transaction, the Sponsors shall cease to directly or
indirectly own and control legally and beneficially (on a fully diluted basis)
50.1% or more of each class of Voting Interests of the Surviving Parent or 50.1%
or more of each other class of Equity Interests of the Surviving Parent;

            (b)   except following a Permitted Restructuring Transaction,
Holdings shall cease to directly, or indirectly through Southwest II (or, after
a Permitted Restructuring Transaction, the Surviving Parent shall cease to
directly, or indirectly through other wholly-owned Loan Parties), own and
control legally and beneficially (on a fully diluted basis) (i) 90% or more of
the outstanding Class B Common Interests of Southwest (or any other Voting
Interests of Southwest with rights to designate or nominate any Independent
Manager of Southwest), or (ii) 90% or more of the outstanding Equity Interests
of any other class of Southwest; or the Southwest Operating Agreement shall be
amended or otherwise modified in any manner which reduces the voting power of
the holders of Class B Common Interests of Southwest, whether in absolute terms,
or relative to the holders of any other class of membership interests in
Southwest as a result of an increase in the voting power of such other holders;

            (c)   except following a Permitted Restructuring Transaction,
Holdings shall cease to directly or indirectly through other Loan Parties (or,
after a Permitted Restructuring Transaction, the Surviving Parent shall cease to
directly, or indirectly through other Loan Parties) own and control legally and
beneficially, 100% of the outstanding Equity Interests of Southwest II;

                                       8
<PAGE>

            (d)   except following a Permitted Restructuring Transaction, any
Person other than Southwest shall become a member or a manager of Enterprises or
any Person other than Southwest II shall become a member of Enterprises II (or
after a Permitted Restructuring Transaction, any Person other than the Surviving
Parent or any of its wholly-owned Restricted Subsidiaries which are a Loan Party
shall become a member or a manager of Enterprises or Enterprises II);

            (e)   any Person other than Enterprises, Enterprises II or a wholly
owned Domestic Restricted Subsidiary of Enterprises or Enterprises II shall own
any Equity Interests in, or become the manager or general partner of, any
Borrower (other than Enterprises or Enterprises II), except pursuant to a
Disposition permitted pursuant to this Agreement; (f) any Person or two or more
Persons acting in concert (other than the Sponsors or any Loan Party) shall have
acquired by contract or otherwise, the power to exercise, directly or
indirectly, a controlling influence over the management or policies of any of
the Loan Parties, except pursuant to a Disposition permitted pursuant to this
Agreement; or

            (g)   at any time after the consummation of an IPO Transaction:

                  (i)   the Sponsors shall cease to directly own and control
      legally and beneficially (A) 35% (on a fully diluted basis) or more of
      each class of outstanding Voting Interests of the Surviving Parent or (B)
      if the Surviving Parent has any class of outstanding Equity Interests
      which are not Voting Interests, 50.1% (on a fully diluted basis) or more
      of the outstanding Equity Interests of such class;

                  (ii)  the Surviving Parent shall cease to own and control
      legally and beneficially, either directly, or indirectly through
      wholly-owned Domestic Restricted Subsidiaries which have become Guarantors
      hereunder (including any of Holdings, Southwest and Southwest II which
      survive the Restructuring Transaction), 100% of the outstanding Equity
      Interests in Enterprises and Enterprises II;

                  (iii) any "person" or "group" (as such terms are used in
      Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
      excluding any employee benefit plan of such person or its subsidiaries,
      and any person or entity acting in its capacity as trustee, agent or other
      fiduciary or administrator of any such plan) becomes the "beneficial
      owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange
      Act of 1934, except that a person or group shall be deemed to have
      "beneficial ownership" of all securities that such person or group has the
      right to acquire (such right, an "option right"), whether such right is
      exercisable immediately or only after the passage of time), directly or
      indirectly (other than any of the Sponsors, either individually or in any
      combination), of 35% or more of Voting Interests of the Surviving Parent
      entitled to vote for members of the board of directors or equivalent
      governing body of the Surviving Parent on a fully-diluted basis (and
      taking into account all such securities that such person or group has the
      right to acquire pursuant to any option right); or

                  (iv)  during any period of 12 consecutive months, a majority
      of the members of the board of directors or other equivalent governing
      body of the Surviving

                                       9
<PAGE>

      Parent cease to be composed of individuals (A) who were members of that
      board or equivalent governing body on the first day of such period, (B)
      whose election or nomination to that board or equivalent governing body
      was approved by (1) the Sponsors or (2) individuals referred to in clause
      (A) above constituting at the time of such election or nomination at least
      a majority of that board or equivalent governing body or (C) whose
      election or nomination to that board or other equivalent governing body
      was approved by individuals referred to in clauses (A) and (B) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body (excluding, in the
      case of both clause (B) and clause (C), any individual whose assumption of
      office as a member of that board or equivalent governing body occurs as a
      result of an actual or threatened solicitation of proxies or consents for
      the election or removal of one or more directors by any Person or group
      other than a solicitation for the election of one or more directors by or
      on behalf of the board of directors).

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

      "Code" means the Internal Revenue Code of 1986.

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

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

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

      "Commitment Letter" means the commitment letter agreement dated October 7,
2004, among Holdings and the Senior Agents.

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

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

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

                                       10
<PAGE>

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

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

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

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

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

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

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

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

                                       11
<PAGE>

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

                  (i)   Consolidated Interest Charges for such period;

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

                  (iii) depreciation and amortization expense;

                  (iv)  nonrecurring costs incurred during the period commencing
      September 30, 2004, and ending on and including the Closing Date not to
      exceed $5,000,000, and the costs related to the Transaction and the
      previously proposed income deposit securities offering and related
      refinancing transactions;

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

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

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

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

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

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

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

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

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

Notwithstanding the foregoing, until the end of the third full fiscal quarter of
Holdings ended after the Closing Date the Consolidated EBITDA for the
Consolidated Parties for each four fiscal quarter period ending prior to such
date shall be calculated as set forth on Schedule 1.01.

                                       12
<PAGE>

      "Consolidated First Lien Leverage Ratio" means, as of any date of
determination, the ratio of (a) the difference between (i) the outstanding
amount of Consolidated Funded Indebtedness as of such date and (ii) the sum of
(A) the outstanding principal amount of Second Lien Loans, Senior Subordinated
Loans and Permitted Additional Subordinated Debt as of such date, and (B) if no
Revolving Loans are outstanding on such date, the aggregate amount of the cash
and Cash Equivalents of the Consolidated Borrower Parties as of such date, to
(b) Consolidated EBITDA for the period of the four consecutive fiscal quarters
most recently ended on or prior to such date.

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

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

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

                                       13
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       14
<PAGE>

which are Base Rate Loans, plus (ii) the Applicable Rate applicable to such Base
Rate Loans, plus (iii) 2% per annum.

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

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

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

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

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

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

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

                                       15
<PAGE>

      "Enterprises" has the meaning specified in the introductory paragraph of
this Agreement.

      "Enterprises II" has the meaning specified in the introductory paragraph
of this Agreement.

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

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

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

      "Equity Issuance" means any issuance by Holdings (or in connection with or
following a Permitted Restructuring Transaction, the Surviving Parent) of any of
its Equity Interests to any Person or receipt by Holdings of a capital
contribution from any Person, including the issuance of Equity Interests
pursuant to the exercise of options or warrants and the conversion of any
Indebtedness to equity; provided that the foregoing shall not be deemed to imply
that any such issuance is permitted under this Agreement.

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

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

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by Holdings or any ERISA Affiliate from a Pension Plan subject
to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by Holdings or any ERISA

                                       16
<PAGE>

Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon Holdings or
any ERISA Affiliate.

      "Eurodollar Base Rate" means, for such Interest Period, the rate per annum
equal to the British Bankers Association LIBOR Rate ("BBA LIBOR") as published
by Reuters (or other commercially available source providing quotations of BBA
LIBOR designated by the Senior Administrative Agent from time to time) at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for deposits in Dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period. If such
rate is not available at any time for any reason, then the "Eurodollar Base
Rate" for such Interest Period shall be the rate per annum determined by the
Senior Administrative Agent as the rate of interest at which deposits in Dollars
for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Eurodollar Rate Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America's London Branch to major banks in the London
interbank eurodollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period.

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

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

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

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

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

                                       17
<PAGE>

      "Excess Cash Flow" means, for any fiscal year of Holdings, an amount equal
to the sum, without duplication, of:

                  (a)   Consolidated Adjusted Net Income for such fiscal year;
plus

                  (b)   the following amounts with respect to the Consolidated
Parties to the extent deducted in calculating such Consolidated Adjusted Net
Income:

                        (i)   depreciation and amortization expense;

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

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

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

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

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

                  (d)   the following amounts paid by the Consolidated Parties
during such fiscal year (to the extent such payments were permitted to be paid
by this Agreement):

                        (i)   Consolidated Capital Expenditures for such fiscal
      year (except to the extent financed by the incurrence of any Consolidated
      Funded Indebtedness or with Available Equity Proceeds);

                        (ii)  mandatory payments and prepayments of Consolidated
      Funded Indebtedness (other than (A) payments and prepayments under the
      Revolving Facility, (B) mandatory prepayments of the Tranche D Loans
      pursuant to Section 2.05(b)(vi); and (C) any Consolidated Funded
      Indebtedness refinanced by the incurrence of any other Consolidated Funded
      Indebtedness); and

                        (iii) any Permitted Tax Dividend paid to members of
      Holdings and Southwest during such fiscal year pursuant to Section
      7.06(d)(iv); plus

                  (e)   the amount, if any, by which Net Working Capital
decreased during such fiscal year; minus

                  (f)   the amount, if any, by which Net Working Capital
increased during such fiscal year.

                                       18
<PAGE>

      "Excluded Debt Issuance Proceeds" means the Net Cash Proceeds from any
Debt Issuance by any Consolidated Party which is (a) permitted pursuant to
Section 7.03(a), (b), (c), (d), (e), (f), (g) or (h); or (b) Permitted
Additional Subordinated Debt permitted pursuant to Section 7.03(i), but only to
the extent that not later than 90 days after any such Debt Issuance, such Net
Cash Proceeds are applied as provided in clauses (i), (ii) or (iv) of Section
7.03(i).

      "Excluded Equity Issuance Proceeds" means the Net Cash Proceeds from any
of the following Equity Issuances: (a) any Equity Issuance by a Loan Party to
another Loan Party; (b) any receipt by a Loan Party of a capital contribution
from any other Loan Party; (c) any receipt by Holdings of a capital contribution
from any Sponsor or any Equity Issuance by Holdings to any Sponsor; and (d) the
Net Cash Proceeds from any other Equity Issuance, but only to the extent that
not later than 90 days after any such Equity Issuance, such Net Cash Proceeds
are applied (i) to finance a Permitted Acquisition, (ii) to finance Consolidated
Capital Expenditures or (iii) to finance an Investment pursuant to Section
7.02(i).

      "Excluded Taxes" means, with respect to the Senior Administrative Agent,
any Senior Lender, the L/C Issuer or any other recipient of any payment to be
made by or on account of any obligation of the Borrowers hereunder or under any
other Senior Loan Document, (a) taxes imposed on or measured by its overall net
income by the United States, and taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Senior Lender, in which its applicable Lending
Office is located, or in which it is or was "doing business" or is or was
otherwise connected (other than any jurisdiction to the extent that it is deemed
to be doing business or is deemed to be otherwise connected by reason of having
executed and delivered this Agreement and performed its obligations hereunder or
enforced its rights hereunder or under any other Senior Loan Document), (b) any
branch profits taxes imposed by the United States or any similar tax imposed by
any other jurisdiction in which it is located and (c) in the case of a Foreign
Lender, any withholding tax that is imposed on amounts payable to such Foreign
Lender at the time such Foreign Lender becomes a party hereto (or designates a
new Lending Office) or is attributable to such Foreign Lender's failure or
inability (other than as a result of a Change in Law) to comply with Section
3.01(e), except to the extent that such Foreign Lender (or its assignor, if any)
was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the Borrowers with respect to
such withholding tax pursuant to Section 3.01(a).

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

      "Existing Kerrville Credit Agreement" means that certain Amended and
Restated Credit Agreement dated as of January 31, 2002, as supplemented by a
Credit Agreement Supplement dated as of January 1, 2003, and as amended by
Consent and Amendment No. 1 dated as of April 12, 2004, each among Enterprises
II and its Subsidiaries, Southwest II, the lenders party thereto and CoBank,
ACB, as administrative agent.

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

                                       19
<PAGE>

      "Existing Subordinated Notes" means those certain Senior Subordinated
Notes issued by Southwest to the Sponsors and/or their Affiliates, including
those issued on June 30, 2000, and August 31, 2000 and the deferred interest
notes issued by Southwest pursuant thereto.

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

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

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

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

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

      "Fee Letter" means the fee letter agreement dated October 7, 2004, among
Holdings and the Senior Agents.

      "Final Senior Termination Date" means the date on which the Senior
Termination Date has occurred for all Loan Parties under this Agreement, as
amended, restated, supplemented or otherwise modified from time to time,
together with any Refinancing Agreement pursuant to which any of the Senior
Obligations are refinanced, restructured, renewed, extended, refunded or
replaced.

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

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

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

                                       20
<PAGE>

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

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

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

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

      "Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government (including
the FCC, any PUC and any supra-national bodies such as the European Union or the
European Central Bank).

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

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

      "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien). The amount of any

                                       21
<PAGE>

Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term "Guarantee" as a verb has a
corresponding meaning.

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

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

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

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

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

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

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

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

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

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

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

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

                  (g)   all obligations of such Person to purchase, redeem,
retire, defease or otherwise make any payment in respect of any Equity Interest
in such Person or any other

                                       22
<PAGE>

Person, valued, in the case of a redeemable preferred interest, at the greater
of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends;

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

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

      For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer in an amount proportionate to such
Person's interest therein, unless such Indebtedness is non-recourse to such
Person or except to the extent such Indebtedness is owed by such partnership or
joint venture to such Person. The amount of any net obligation under any Swap
Contract on any date shall be deemed to be the Swap Termination Value thereof as
of such date. The amount of any Capitalized Lease or Off-Balance Sheet
Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

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

      "Information" has the meaning specified in Section 11.07.

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

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

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

      "Intercreditor Agreement" means an Intercreditor Agreement dated as of the
date hereof among the Loan Party Representative, the Senior Administrative Agent
and the Second Lien Administrative Agent, substantially in the form of Exhibit
"J".

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

                                       23
<PAGE>

Business Day of each March, June, September and December and the Maturity Date
for such Senior Loan.

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

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

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

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

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

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

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

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

      "Investment" means, as to any Person, any direct or indirect acquisition
or investment by such Person, whether by means of (a) the purchase or other
acquisition of capital stock or other securities of another Person, (b) a loan,
advance or capital contribution to, Guarantee or

                                       24
<PAGE>

assumption of debt of, or purchase or other acquisition of, any other debt or
equity participation or interest in, another Person, including any partnership
or joint venture interest in such other Person and any arrangement pursuant to
which the investor Guarantees Indebtedness of such other Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions)
of Property of another Person that constitute a division, business unit or line
of business. For purposes of covenant compliance, the amount of any Investment
shall be the amount (or the fair market value of property) actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment. A Permitted Acquisition or Permitted Asset Exchange by a Loan Party
shall be deemed to be an Investment by such Loan Party in the Person acquired by
such Loan Party, the Property acquired by such Loan Party or the Person
organized by such Loan Party to acquire Property the subject of such
transaction, as the case may be.

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

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

      "IRS" means the United States Internal Revenue Service.

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

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

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

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

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

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

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

                                       25
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       26
<PAGE>

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

      "Material Documents" means (a) the Organization Documents of each Loan
Party, (b) the Senior Subordinated Loan Documents, (c) the Second Lien Loan
Documents, (d) any Permitted Additional Subordinated Debt Documents (in respect
of Indebtedness in a principal amount in excess of $10,000,000), and (e) the
Acquisition Documents for any Permitted Acquisition with a purchase price in
excess of $10,000,000.

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

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

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

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

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

      "NAIC" means the National Association of Insurance Commissioners, a
national organization of insurance regulators.

      "Net Cash Proceeds" means:

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

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

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

                                       27
<PAGE>

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

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

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

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

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

      "Net Working Capital" means at any date, without duplication, (a) all
assets of the Consolidated Parties as of such date which would be included on a
consolidated balance sheet as current assets in accordance with GAAP (excluding
cash and Cash Equivalents) minus (b) all liabilities of the Consolidated Parties
as of such date which would be included on a consolidated balance sheet as
current liabilities in accordance with GAAP (excluding the current portion of
Consolidated Funded Indebtedness). Net Working Capital at any date may be a
positive or negative number. Net Working Capital increases when it becomes more
positive or less negative and decreases when it becomes less positive or more
negative.

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

      "Note" means a promissory note made by the Borrowers in favor of a Senior
Lender evidencing Senior Loans made by such Senior Lender, substantially in the
form of (a) Exhibit C-1-B for Tranche B Term Loans, (b) Exhibit C-1-C, for
Tranche C Term Loans, (c)

                                       28
<PAGE>

Exhibit C-1-D, for Tranche D Term Loans, (d) Exhibit C-2-R for Revolving Loans
and (e) Exhibit C-2-S for Swing Line Loans, as applicable.

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

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

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

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

      "Outstanding Amount" means (a) with respect to the Term Loans under any
Tranche of Term Loans on any date, the aggregate principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Term Loans
under such Tranche occurring on the

                                       29
<PAGE>

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

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

      "PBGC" means the Pension Benefit Guaranty Corporation.

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

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

      "Permitted Acquisitions" means any Acquisition by Enterprises, Enterprises
II or any other Consolidated Borrower Party; provided that (a) the Property
acquired (or the Property of the Person acquired) in such Acquisition shall be
used or useful in a telecommunications business, (b) in the case of an
Acquisition of the Equity Interests of another Person, the board of directors
(or other comparable governing body) of such other Person shall have duly
approved such Acquisition, (c) giving effect to such Acquisition on a Pro Forma
Basis determined on the date the applicable Loan Party enters into the
Acquisition Agreement for such Permitted Acquisition, no Default shall have
occurred and be continuing or would result, (d) immediately after giving effect
to such Acquisition on a Pro Forma Basis, the Total Revolving Outstandings shall
not exceed an amount which is $25,000,000 less than the Revolving Commitments
then in effect, (e) the aggregate consideration (including the amount of
Indebtedness assumed) paid by the Consolidated Parties for such Acquisition and
all prior Acquisitions since the Closing Date shall not exceed an amount equal
to the sum of (i) $150,000,000; provided, however, that such aggregate limit for
all Acquisitions since the Closing Date may be increased to $300,000,000 in the
case of any Acquisition, if immediately after giving effect to such Acquisition
on a Pro Forma Basis the Consolidated Total Leverage Ratio is less than 4.75:1,
plus (ii) an amount equal to such aggregate consideration funded with Available
Equity Proceeds, and (f) the Senior Administrative Agent shall have received a
certificate from a Responsible Officer of the Loan Party Representative on or
prior to the date of the consummation of such Acquisition describing such
Acquisition and certifying as to the foregoing matters, and demonstrating such
compliance in reasonable detail.

      "Permitted Additional Subordinated Debt" means any Indebtedness of any
Consolidated Party in respect of any unsecured, subordinated debt securities or
debt obligations of Holdings or

                                       30
<PAGE>

any Borrower permitted pursuant to Section 7.03(i), which securities or
obligations may be guaranteed on an unsecured, subordinated basis by each other
Loan Party, provided, however, that (a) the maturity of any principal amount
thereof shall not mature earlier than the final maturity of the Senior
Subordinated Loans; (b) the interest rate thereon shall be a market rate of
interest as of the date such Indebtedness is incurred; (c) the other terms
thereof, including, without limitation, in respect of mandatory prepayments,
prepayment premium, fees, covenants, events of default, remedies and the
subordination provisions thereof, taken as a whole, are as or more favorable to
the Loan Parties and the Senior Lenders hereunder than the comparable terms of
the Senior Subordinated Loan Documents as of the date such debt securities are
issued or such debt obligations are incurred; (d) no Default shall have occurred
and be continuing or would result; (e) the proceeds thereof shall be applied as
permitted pursuant to Section 7.03(i) hereunder; and (f) the Loan Party
Representative shall have delivered copies of the Permitted Additional
Subordinated Debt Documents in respect of such Indebtedness to the Senior
Administrative Agent, together with a certificate of a Responsible Officer of
the Loan Party Representative comparing the material terms and conditions of
such Permitted Additional Subordinated Debt Documents to the comparable terms
and conditions of the Senior Subordinated Loan Documents (based on the review of
all such documents by the Loan Party Representative without the necessity of
obtaining any third-party review of any such documents) and certifying that all
such conditions have been satisfied.

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

      "Permitted Annual Amount" has the meaning specified in Section 7.18(d).

      "Permitted Asset Exchange" means a Disposition of assets and property of
any of the Consolidated Borrower Parties in consideration for the Acquisition of
assets and property of a Person in the telecommunications business not an
Affiliate of any Loan Party; provided that (a) the aggregate assets and
properties of the Consolidated Borrower Parties which may be subject to such
Dispositions shall not exceed, in aggregate, assets and property related to more
than 35% of the access lines of the Loan Parties as of the Closing Date; (b) the
assets and properties so Disposed of, together with any cash consideration paid
by the Consolidated Borrower Parties shall have a fair market value
substantially equivalent to the fair market value of the assets and properties
so Acquired, together with any cash consideration received by the Consolidated
Borrower Parties; (c) any such cash consideration received by the Consolidated
Borrower Parties (net of the deductions set forth in the definition of "Net Cash
Proceeds") shall be treated hereunder as Net Cash Proceeds of a Disposition; (d)
any such cash consideration paid by the

                                       31
<PAGE>

Consolidated Borrower Parties (but not any other Property disposed of in such
Disposition) shall be treated hereunder as consideration paid by the
Consolidated Borrower Parties in a Permitted Acquisition for purposes of clause
(e) of the definition of such term; and (e) at the time of the execution and
delivery of the Acquisition Agreement in respect of such transaction, no Default
shall have occurred and be continuing or would result.

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

      "Permitted Restructuring Transaction" means a transaction or series of
related transactions in which, any Person (the "Surviving Parent") newly
organized by the Sponsors or one or more of the Loan Parties Acquires directly,
or indirectly through wholly-owned Domestic Subsidiaries (each an "Additional
Intermediate Holding Company"), all the outstanding Equity Interests of
Holdings; provided, however, that in connection with any such transactions (a)
each member of Holdings or Southwest on the date hereof identified on Schedule
5.09 which is a corporation shall have become a Restricted Subsidiary of the
Surviving Parent; (b) the Surviving Parent and each Additional Intermediate
Holding Company shall have entered into a Senior Joinder Agreement and agreed to
the terms of this Agreement (including, without limitation, Section 7.13(b)) as
a Guarantor hereunder; (c) no Change of Control shall have occurred and be
continuing or would result; and (d) no other Event of Default shall have
occurred and be continuing or would result.

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

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

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

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

      "Pro Forma Basis" means, for any transaction, including for purposes of
determining compliance with any financial covenant or test hereunder,
determining whether the conditions precedent to a Debt Issuance of Permitted
Additional Subordinated Debt pursuant to Section 7.03(i) have been met, and
determining whether the conditions precedent to a Permitted Acquisition have
been met, that the subject transaction shall be deemed to have occurred as of
the first day of the four consecutive fiscal quarters most recently ended for
which annual or quarterly financial statements shall have been delivered in
accordance with the provisions hereof (the "Reference Period"). For purposes of
making calculations on a "Pro Forma Basis" hereunder, (a) any funds to be used
by any Person in consummating a Permitted Acquisition will be assumed to have
been used for that purpose as of the first day of the Reference Period, (b) any
Indebtedness to be incurred by any Person in connection with the consummation of
any Permitted Acquisition and/or a Debt Issuance will be assumed to have been
incurred on the first day of the Reference Period, (c) the gross interest
expenses, determined in accordance with GAAP, with respect to such Indebtedness
assumed to have been incurred on the first day of the

                                       32
<PAGE>

Reference Period that bears interest at a floating rate shall be calculated at
the current rate under the agreement governing such Indebtedness (including this
Agreement if the Indebtedness is incurred hereunder), and (d) any gross interest
expense, determined in accordance with GAAP, incurred during the Reference
Period that was or is to be refinanced with proceeds of Indebtedness assumed to
have been incurred as of the first day of the Reference Period will be excluded
from the calculation for which a Pro Forma Basis is being given.

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

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

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

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

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

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

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

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

                                       33
<PAGE>

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

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

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

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

      "Restricted Payment" means (a) any dividend or other distribution (whether
in cash, securities or other property) with respect to any Equity Interest of
any Consolidated Party (including, without limitation, any payment in connection
with any dissolution, merger, consolidation or disposition involving Restricted
Subsidiaries), (b) any payment of principal, interest or other amount in respect
of any Indebtedness of any Consolidated Party payable to any Affiliate of such
Consolidated Party or (c) any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption,

                                       34
<PAGE>

retirement, acquisition, cancellation or termination of any such Equity Interest
or on account of any return of capital to any Consolidated Party's stockholders,
partners or members (or the equivalent Persons thereof) or any such Indebtedness
of a Consolidated Party which is due to any Affiliate of such Consolidated
Party.

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

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

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

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

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

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

      "RTFC" means Rural Telephone Finance Cooperative.

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

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

      "RTFC Make Whole Premium" means, in respect of all or a portion of any
RTFC Fixed Rate Loan which is voluntarily prepaid pursuant to the terms of
Section 2.05(a) prior to the end of an Interest Period (or converted to another
Type prior to the end of an Interest Period), the excess, if any, of (i) the
present value of the amount of interest that would have accrued during the
applicable Interest Period on that portion of such RTFC Fixed Rate Loan to be
prepaid or converted (calculated without regard to the RTFC Margin) over (ii)
the present value of the

                                       35
<PAGE>

amount of interest the holders of such RTFC Fixed Rate Loan would earn if that
portion of such RTFC Fixed Rate Loan to be prepaid or converted was reinvested
for the remainder of the applicable Interest Period in U.S. Treasury obligations
with a maturity comparable to the remaining term of the applicable Interest
Period. For purposes of calculating the present value in (i) and (ii) above, the
discount rate will be the rate of interest accruing on the U.S. Treasury
obligations described in (ii) above.

      "RTFC Margin" means 1.18%.

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

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

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

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

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

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

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

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

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

                                       36
<PAGE>

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

      "Second Lien Administrative Agent" has the meaning provided in the Second
Lien Loan Agreement.

      "Second Lien Lenders" has the meaning provided in the Second Lien Loan
Agreement.

      "Second Lien Loan" has the meaning provided in the Second Lien Loan
Agreement.

      "Second Lien Loan Agreement" means the Second Lien Loan Agreement dated as
of the date hereof among the Loan Parties, the Second Lien Lenders party
thereto, Bank of America, N.A., as Second Lien Administrative Agent, Wachovia
Bank, N.A. and JPMorgan Chase Bank, as Second Lien Syndication Agents, CIBC
World Markets Corp. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, as
Second Lien Syndication Agents, and Banc of America Securities LLC and Wachovia
Capital Markets LLC, as Second Lien Joint Lead Arrangers and Joint Book
Managers, as such agreement may be amended, restated, supplemented or otherwise
modified from time to time in accordance with the terms of this Agreement and
the terms thereof, together with any Refinancing Agreements pursuant to which
any of the Second Lien Obligations may be refinanced, restructured, renewed,
extended, refunded or replaced, in each case, in whole or in part, as such
Refinancing Agreements may be amended, restated, supplemented or otherwise
modified from time to time, in each case, in accordance with the terms of this
Agreement and the terms thereof.

      "Second Lien Loan Documents" has the meaning provided in the Second Lien
Loan Agreement.

      "Second Lien Obligations" has the meaning provided in the Second Lien Loan
Agreement.

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

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

      "Senior Administrative Agent" means Bank of America, in its capacity as
administrative agent and collateral agent, as applicable, under any of the
Senior Loan Documents, or any successor administrative agent and collateral
agent, as provided in Section 10.06.

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

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

                                       37
<PAGE>

      "Senior Arrangers" means Banc of America Securities and J.P. Morgan
Securities Inc., in their capacities as joint lead arrangers and joint book
managers.

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

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

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

      "Senior Documentation Agents" means CIBC World Markets Corp. and Merrill,
Lynch, Pierce, Fenner & Smith Incorporated, in their capacity as documentation
agents.

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

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

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

      "Senior Lender" and "Senior Lenders" have the meanings specified in the
introductory paragraph hereto and, as the context requires, includes each
Revolving Lender, Tranche B Term Lender, Tranche C Term Lender and Tranche D
Term Lender with a commitment to make Senior Loans as designated in Schedule
2.01, a Conversion Notice or a Senior Assignment and Assumption pursuant to
which such Senior Lender becomes a party hereto; provided that

                                       38
<PAGE>

references to "Senior Lenders" shall include Bank of America in its capacity as
the Swing Line Lender; for purposes of clarification only, to the extent that
the Swing Line Lender may have rights and obligations in addition to those of
the other Senior Lenders due to its status as Swing Line Lender, its status as
such will be specifically referenced.

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

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

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

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

      "Senior Obligations" means for any Loan Party: (a) in its capacity as a
Borrower, all advances to, and debts, liabilities, obligations, covenants and
duties of, such Borrower arising under any Senior Loan Document (including any
Secured Swap Contract entered into by such Borrower to which a Swap Bank is a
party and any Secured Cash Management Services Agreement entered into by such
Borrower to which a Cash Management Bank is a party) or otherwise with respect
to any Senior Loan or Letter of Credit for which such Borrower is the Applicable
Borrower, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest and fees that accrue after the commencement by or against
such Borrower or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding; and (b) in its
capacity as a Guarantor, all Guaranteed Obligations of such Guarantor and all
other liabilities, obligations, covenants and duties of such Guarantor arising
under any Senior Loan Document (including any Secured Swap Contract entered into
by such Guarantor to which a Swap Bank is a party and any Secured Cash
Management Services

                                       39
<PAGE>

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

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

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

      "Senior Subordinated Loan Agreement" means the Senior Subordinated Loan
Agreement dated as of the date hereof among the Loan Parties, the Senior
Subordinated Lenders party thereto, Bank of America, N.A., as Senior
Subordinated Administrative Agent, Wachovia Bank, N.A. and JPMorgan Chase Bank,
as Senior Subordinated Syndication Agents, CIBC World Markets Corp. and Merrill,
Lynch, Pierce, Fenner & Smith Incorporated, as Senior Subordinated Syndication
Agents, and Banc of America Securities LLC and Wachovia Capital Markets LLC, as
Senior Subordinated Joint Lead Arrangers and Joint Book Managers, as such
agreement may be amended, restated, supplemented or otherwise modified from time
to time in accordance with the terms of this Agreement and the terms thereof,
together with any Refinancing Agreements pursuant to which any of the Senior
Subordinated Obligations may be refinanced, restructured, renewed, extended,
refunded or replaced, in each case, in whole or in part, as such Refinancing
Agreements may be amended, restated, supplemented or otherwise modified from
time to time, in each case, in accordance with the terms of this Agreement and
the terms thereof.

      "Senior Subordinated Loan Documents" has the meaning provided in the
Senior Subordinated Loan Agreement.

      "Senior Subordinated Loans" has the meaning provided in the Senior
Subordinated Loan Agreement.

      "Senior Subordinated Obligations" has the meaning provided in the Senior
Subordinated Loan Agreement.

                                       40
<PAGE>

      "Senior Syndication Agents" means JPMorgan Chase Bank and Wachovia Bank,
N.A., in their capacity as syndication agents.

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

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

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

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

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

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

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

      "Southwest II" has the meaning specified in the introductory paragraph
hereto.

      "Sponsors" means each of (a) Welsh, Carson, Anderson & Stowe VIII, L.P., a
Delaware limited partnership, Welsh, Carson, Anderson & Stowe IX, L.P., a
Delaware limited partnership, and their Affiliates, (b) Vestar Capital Partners
III, L.P., a Delaware limited partnership, Vestar Capital Partners IV, L.P., a
Delaware limited partnership, and their Affiliates, and (c) Citicorp Venture
Capital Ltd., a New York corporation, and its Affiliates.

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

      "Subordinated Debt" means the Senior Subordinated Loans and Permitted
Additional Subordinated Debt.

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

                                       41
<PAGE>

      "Surviving Parent" has the meaning specified in the definition of the term
"Permitted Restructuring Transaction". Following the consummation of a Permitted
Restructuring Transaction, except as the context otherwise requires, each
reference in this Agreement and in each other Senior Loan Document to "Holdings"
shall mean and be a reference to the Surviving Parent.

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

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

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

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

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

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

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

                                       42
<PAGE>

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

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

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

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

      "Threshold Amount" means $10,000,000.

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

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

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

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

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

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

      "Tranche B Term Facility" means on any date (a) prior to the Tranche B
Term Borrowing(s) on the Closing Date, the Tranche B Term Commitments of all
Tranche B Term Lenders, and (b) thereafter, the Outstanding Amount of Tranche B
Term Loans of all Tranche B Term Lenders on such date. On the Closing Date the
Tranche B Term Facility is equal to $900,000,000.

                                       43
<PAGE>

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

      "Tranche B Term Loan" has the meaning specified in Section 2.01(a).

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

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

      "Tranche C Term Facility" means on any date, (a) prior to the Tranche C
Term Borrowing(s) on the Closing Date, the Tranche C Term Commitments of all
Tranche C Term Lenders and (b) thereafter, the Outstanding Amount of Tranche C
Term Loans of all Tranche C Term Lenders on such date. On the Closing Date the
Tranche C Term Facility is Equal to $270,000,000.

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

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

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

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

      "Tranche D Term Facility" means on any date (a) prior to the Tranche D
Term Borrowing(s) on the Closing Date, the Tranche D Term Commitments of all
Tranche D Term Lenders and (b) thereafter, the Outstanding Amount of Tranche D
Term Loans of all Tranche D Term Lenders on such date. On the Closing Date the
Tranche D Term Facility is equal to $30,000,000.

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

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

                                       44
<PAGE>

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

            (a)   the funding of the Senior Subordinated Loans under the Senior
Subordinated Loan Documents;

            (b)   the funding of the Second Lien Loans under the Second Lien
Loan Documents;

            (c)   the funding of the initial Senior Loans under the Senior Loan
Documents;

            (d)   the application of the proceeds of such loans as follows:

                  (i)   the prepayment in full of the obligations under the
      Existing Subordinated Notes;

                  (ii)  the prepayment of obligations under the Existing Credit
      Agreements and the amendment, restatement and refinancing of all remaining
      obligations outstanding thereunder on the Closing Date after giving effect
      to such prepayment as provided in this Agreement and the other Senior Loan
      Documents;

                  (iii) the payment of certain bonuses to current and former
      management of the Consolidated Parties and to pay fees and expenses in
      connection with such transactions and the previously proposed income
      deposit securities offering and related refinancing transactions; and

                  (iv)  the payment of Restricted Payments by the Borrowers
      through Southwest to holders of equity interests in Southwest and through
      Holdings to holders of equity interests in Holdings in an aggregate amount
      not to exceed $160,000,000.

      "Transaction Documents" means the Senior Loan Documents, the Second Lien
Loan Documents and Senior Subordinated Loan Documents collectively, and
"Transaction Document" means any one of them.

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

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

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

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets,

                                       45
<PAGE>

determined in accordance with the assumptions used for funding the Pension Plan
pursuant to Section 412 of the Code for the applicable plan year.

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

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

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

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

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

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

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

            (a)   The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include," "includes" and "including" shall be deemed to
be followed by the phrase "without limitation." The word "will" shall be
construed to have the same meaning and effect as the word "shall." Unless the
context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including this Agreement, any Organization
Document and any definition incorporated by reference in another document) shall
be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified and, in the case
of any such agreement, instrument or document relating to any Indebtedness,
together with any other agreement or agreements pursuant to which such
Indebtedness may be refinanced, restructured, renewed, extended, refunded or
replaced, in each

                                       46
<PAGE>

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

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

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

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

      SECTION 1.03 ACCOUNTING TERMS.

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

            (b)   Changes in GAAP. If at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any
Senior Loan Document, and the Loan Party Representative or the Required Lenders
shall so request, the Senior Administrative Agent, the Senior Lenders and
Holdings shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP (subject to
the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior
to such change therein and (ii) the Loan Parties shall provide to the Senior
Administrative Agent and the Senior Lenders financial statements and other
documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement
made before and after giving effect to such change in GAAP.

                                       47
<PAGE>

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

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

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

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

                                   ARTICLE II
                        COMMITMENTS AND CREDIT EXTENSIONS

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

                  (ii)  In connection with the making of the Tranche B Term
      Loans pursuant to clause (i) above, by delivering irrevocable written
      notice (a "Conversion Notice") to the Senior Administrative Agent (in such
      form as the Senior Administrative Agent may reasonably request) on or
      prior to the Closing Date, each and every lender under the Existing Credit
      Agreements which has confirmed its Tranche B Term Commitment pursuant to
      such Conversion Notice is hereby offered the opportunity to convert, and
      may elect to convert all or a portion of the outstanding principal amount
      of

                                       48
<PAGE>

      the Revolving Advances, Term A Advances and Term B Advances (as such terms
      are defined in the Existing Credit Agreements) held by such lender into
      Tranche B Term Loans hereunder in a principal amount equal to the amount
      of the Advances so converted (each such Advance to the extent it is to be
      so converted, a "Converted Advance") and such Converted Advances shall be
      treated for all purposes hereunder as applying towards such lender's
      Tranche B Term Loans requested by the Applicable Borrowers to be made on
      the Closing Date pursuant to clause (i) of this Section 2.01(a).

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

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

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

            (d)   Subject to the terms and conditions set forth herein, each
Revolving Lender severally agrees to make loans (each such loan, a "Revolving
Loan") to each Applicable Borrower from time to time, on any Business Day during
the Availability Period for Revolving Loans, in an aggregate amount not to
exceed at any time outstanding the amount of such Revolving Lender's Revolving
Commitment; provided, however, that after giving effect to any Revolving
Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving

                                       49
<PAGE>

Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of
any Revolving Lender, plus such Senior Lender's Applicable Percentage of the
Outstanding Amount of all L/C Obligations plus, such Senior Lender's Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Senior Lender's Revolving Commitment. Within the limits of each Revolving
Lender's Commitment, and subject to the other terms and conditions hereof, the
Borrowers may borrow under this Section 2.01(d), prepay under Section 2.05, and
reborrow under this Section 2.01(d).

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

      SECTION 2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF SENIOR LOANS.

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

                                       50
<PAGE>

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

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

            (c)   Except as otherwise provided herein, a Eurodollar Rate Loan
and RTFC Fixed Rate Loan may be continued or converted only on the last day of
an Interest Period for

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<PAGE>

such Eurodollar Rate Loan or RTFC Fixed Rate Loan, as applicable. During the
existence of a Default, no Senior Loans may be requested as, converted to, or
continued as, Eurodollar Rate Loans or RTFC Fixed Rate Loans without the consent
of the Required Lenders.

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

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

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

      SECTION 2.03 LETTERS OF CREDIT.

            (a)   The Letter of Credit Commitment.

                  (i)   Subject to the terms and conditions set forth herein,
      (A) the L/C Issuer agrees, in reliance upon the agreements of the
      Revolving Lenders set forth in this Section 2.03, (1) from time to time on
      any Business Day during the period from the Closing Date until the Letter
      of Credit Expiration Date, to issue Letters of Credit for the account of
      any Applicable Borrower, and to amend Letters of Credit previously issued
      by it, in accordance with subsection (b) below, and (2) to honor drafts
      under the Letters of Credit, and (B) the Revolving Lenders severally agree
      to participate in Letters of Credit issued for the account of any
      Applicable Borrower; provided that after giving effect to any L/C Credit
      Extension with respect to any Letter of Credit, (x) the Total Revolving
      Outstandings shall not exceed the Revolving Commitments, (y) the aggregate
      Outstanding Amount of the Revolving Loans of any Revolving Lender, plus
      such Revolving Lender's Applicable Percentage of the Outstanding Amount of
      all L/C Obligations plus such Revolving Lender's Applicable Percentage of
      the Outstanding Amount of all Swing Line Loans shall not exceed such
      Revolving Lender's Revolving Commitment, and (z) the Outstanding Amount of
      the L/C Obligations shall not exceed

                                       52
<PAGE>

      the Letter of Credit Sublimit. Each request by the Loan Party
      Representative for the issuance or amendment of a Letter of Credit for the
      account of any Applicable Borrower shall be deemed a representation by the
      Borrowers that the L/C Credit Extension so requested complies with the
      conditions set forth in the proviso to the preceding sentence. Within the
      foregoing limits, and subject to the terms and conditions hereof, the
      Borrowers' abilities to obtain Letters of Credit shall be fully revolving,
      and accordingly the Borrowers may, during the foregoing period, obtain
      Letters of Credit to replace Letters of Credit that have expired or that
      have been drawn upon and reimbursed.

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

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

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

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

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

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

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

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

                                       53
<PAGE>

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

                  (v)   The L/C Issuer shall be under no obligation to amend any
      Letter of Credit if (A) the L/C Issuer would have no obligation at such
      time to issue such Letter of Credit in its amended form under the terms
      hereof, or (B) the beneficiary of such Letter of Credit does not accept
      the proposed amendment to such Letter of Credit.

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

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

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

                                       54
<PAGE>

                  (ii)  Promptly after receipt of any Letter of Credit
      Application, the L/C Issuer will confirm with the Senior Administrative
      Agent (by telephone or in writing) that the Senior Administrative Agent
      has received a copy of such Letter of Credit Application from the Loan
      Party Representative and, if not, the L/C Issuer will provide the Senior
      Administrative Agent with a copy thereof. Unless the L/C Issuer has
      received written confirmation from any Revolving Lender, the Senior
      Administrative Agent or any Loan Party, at least one Business Day prior to
      that the requested issuance or amendment of the applicable Letter of
      Credit, that one or more of the applicable conditions contained in Article
      IV shall not have been satisfied, then, subject to the terms and
      conditions hereof, the L/C Issuer shall, on the requested date, issue a
      Letter of Credit for the account of the Applicable Borrower or enter into
      the applicable amendment, as the case may be, in each case in accordance
      with the L/C Issuer's usual and customary business practices. Immediately
      upon the issuance of each Letter of Credit, each Revolving Lender shall be
      deemed to, and hereby irrevocably and unconditionally agrees to, purchase
      from the L/C Issuer a risk participation in such Letter of Credit in an
      amount equal to the product of such Revolving Lender's Applicable
      Percentage times the amount of such Letter of Credit.

                  (iii) If the Loan Party Representative so requests in any
      applicable Letter of Credit Application, the L/C Issuer may, in its sole
      and absolute discretion, agree to issue a Letter of Credit that has
      automatic extension provisions (each, an "Auto-Extension Letter of
      Credit"); provided that any such Auto-Extension Letter of Credit must
      permit the L/C Issuer to prevent any such extension at least once in each
      twelve-month period (commencing with the date of issuance of such Letter
      of Credit) by giving prior notice to the beneficiary thereof not later
      than a day (the "Non-Extension Notice Date") in each such twelve-month
      period to be agreed upon at the time such Letter of Credit is issued.
      Unless otherwise directed by the L/C Issuer, no Borrower nor the Loan
      Party Representative shall be required to make a specific request to the
      L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit
      has been issued, the Revolving Lenders shall be deemed to have authorized
      (but may not require) the L/C Issuer to permit the extension of such
      Letter of Credit at any time to an expiry date not later than the Letter
      of Credit Expiration Date; provided, however, that the L/C Issuer shall
      not permit any such extension if (A) the L/C Issuer has determined that it
      would not be permitted, or would have no obligation, at such time to issue
      such Letter of Credit in its revised form (as extended) under the terms
      hereof (by reason of the provisions of clause (ii) or (iii) of Section
      2.03(a) or otherwise), or (B) it has received notice (which may be by
      telephone or in writing) on or before the day that is five Business Days
      before the Non-Extension Notice Date (1) from the Senior Administrative
      Agent that the Required Revolving Lenders have elected not to permit such
      extension or (2) from the Senior Administrative Agent, any Revolving
      Lender or the Loan Party Representative that one or more of the applicable
      conditions specified in Section 4.02 is not then satisfied, and in each
      such case directing the L/C Issuer not to permit such extension.

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

                                       55
<PAGE>

      the Senior Administrative Agent a true and complete copy of such Letter of
      Credit or amendment.

                  (v)   If the Loan Party Representative so requests in any
      applicable Letter of Credit Application, the L/C Issuer may, in its sole
      and absolute discretion, agree to issue a Letter of Credit that permits
      the automatic reinstatement of all or a portion of the stated amount
      thereof after any drawing thereunder (each, an "Auto-Reinstatement Letter
      of Credit"). Unless otherwise directed by the L/C Issuer, no Borrower nor
      the Loan Party Representative shall be required to make a specific request
      to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement
      Letter of Credit has been issued, except as provided in the following
      sentence, the Revolving Lenders shall be deemed to have authorized (but
      may not require) the L/C Issuer to reinstate all or a portion of the
      stated amount thereof in accordance with the provisions of such Letter of
      Credit. Notwithstanding the foregoing, each Auto-Reinstatement Letter of
      Credit shall permit the L/C Issuer to decline to reinstate all or any
      portion of the stated amount thereof after a drawing thereunder by giving
      notice of such non-reinstatement within a period of time (which shall not
      be less than 10 days) after such drawing (the "Non-Reinstatement
      Deadline"), and the L/C Issuer shall not permit such reinstatement if (A)
      it has received a notice (which may be by telephone or in writing) on or
      before the day that is five Business Days before the Non-Reinstatement
      Deadline (1) from the Senior Administrative Agent that the Required
      Revolving Lenders have elected not to permit such reinstatement or (2)
      from the Senior Administrative Agent, any Revolving Lender or the Loan
      Party Representative that one or more of the applicable conditions
      specified in Section 4.02 is not then satisfied (treating such
      reinstatement as an L/C Credit Extension for purposes of this clause) and,
      in each case, directing the L/C Issuer not to permit such reinstatement or
      (B) it has not been reimbursed for such drawing prior to the
      Non-Reinstatement Deadline.

            (c)   Drawings and Reimbursements; Funding of Participations.

                  (i)   Upon receipt from the beneficiary of any Letter of
      Credit of any notice of a drawing under such Letter of Credit, the L/C
      Issuer shall notify the Loan Party Representative and the Senior
      Administrative Agent thereof and shall state the date payment shall be
      made by the L/C Issuer under a Letter of Credit (each such date, an "Honor
      Date"). Not later than 11:00 a.m. on (A) the Honor Date, if either (1) an
      Event of Default has occurred and is continuing, or (2) no Event of
      Default has then occurred and is continuing, and the Loan Party
      Representative has received such notice no later than the Business Day
      prior to the Honor Date, or (B) otherwise, on the Business Day after the
      Loan Party Representative receives such notice, the Borrowers shall
      reimburse the L/C Issuer through the Senior Administrative Agent in an
      amount equal to the amount of such drawing. If the Borrowers fail to so
      reimburse the L/C Issuer by such time, the Senior Administrative Agent
      shall promptly notify each Revolving Lender of the Honor Date, the amount
      of the unreimbursed drawing on the applicable Letter of Credit (the
      "Unreimbursed Amount"), and the amount of such Revolving Lender's
      Applicable Percentage thereof. In such event, the Applicable Borrower
      shall be deemed to have requested a Revolving Borrowing of Base Rate Loans
      to be disbursed on the Honor Date in an amount equal to the Unreimbursed
      Amount, without regard to the minimum and

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<PAGE>

      multiples specified in Section 2.02 for the principal amount of Base Rate
      Loans, but subject to the amount of the unutilized portion of the
      Revolving Commitments and the conditions set forth in Section 4.02 (other
      than the delivery of a Senior Loan Notice). Any notice given by the L/C
      Issuer or the Senior Administrative Agent pursuant to this Section
      2.03(c)(i) may be given by telephone if immediately confirmed in writing;
      provided that the lack of such an immediate confirmation shall not affect
      the conclusiveness or binding effect of such notice.

                  (ii)  Each Revolving Lender shall upon any notice pursuant to
      Section 2.03(c)(i) make funds available to the Senior Administrative Agent
      for the account of the L/C Issuer at the Senior Administrative Agent's
      Office in an amount equal to its Applicable Percentage of the Unreimbursed
      Amount not later than 1:00 p.m. on the Business Day specified in such
      notice by the Senior Administrative Agent (if such notice is delivered not
      later than 11:00 a.m. on such Business Day, otherwise on the next Business
      Day), whereupon, subject to the provisions of Section 2.03(c)(iii), each
      Revolving Lender that so makes funds available shall be deemed to have
      made a Base Rate Loan to the Applicable Borrower in such amount. The
      Senior Administrative Agent shall remit the funds so received to the L/C
      Issuer.

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

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

                  (v)   Each Revolving Lender's obligation to make Revolving
      Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under
      Letters of Credit, as contemplated by this Section 2.03(c), shall be
      absolute and unconditional and shall not be affected by any circumstance,
      including (A) any setoff, counterclaim, recoupment, defense or other right
      which such Revolving Lender may have against the L/C Issuer, the Senior
      Administrative Agent, any Loan Party or any other Person for any reason
      whatsoever, (B) in the case of L/C Advances only, the occurrence or
      continuance of a Default, or (C) any other occurrence, event or condition,
      whether or not similar to any of the foregoing; provided, however, that
      each Revolving Lender's obligation to make Revolving Loans pursuant to
      this Section 2.03(c) is subject to the conditions set forth in Section
      4.02 (other than delivery by the Loan Party Representative of a Senior
      Loan

                                       57
<PAGE>

      Notice). No such making of an L/C Advance shall relieve or otherwise
      impair the obligation of the Borrowers to reimburse the L/C Issuer for the
      amount of any payment made by the L/C Issuer under any Letter of Credit,
      together with interest as provided herein.

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

            (d)   Repayment of Participations.

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

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

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

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<PAGE>

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

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

                  (iii) any draft, demand, certificate or other document
      presented under such Letter of Credit proving to be forged, fraudulent,
      invalid or insufficient in any respect or any statement therein being
      untrue or inaccurate in any respect; or any loss or delay in the
      transmission or otherwise of any document required in order to make a
      drawing under such Letter of Credit;

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

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

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

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

            (f)   Role of L/C Issuer. Each Revolving Lender and the Loan Parties
agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall
not have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the
L/C Issuer, the Senior Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall
be liable to any Revolving

                                       59
<PAGE>

Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Revolving Lenders or the Required Revolving Lenders,
as applicable, (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct, or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter
of Credit or Issuer Document. The Borrowers hereby assume all risks of the acts
or omissions of any beneficiary or transferee with respect to its use of any
Letter of Credit; provided, however, that this assumption is not intended to,
and shall not, preclude the Borrowers pursuing such rights and remedies as any
of them may have against the beneficiary or transferee at law or under any other
agreement. None of the L/C Issuer, the Senior Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of the
L/C Issuer, shall be liable or responsible for any of the matters described in
clauses (i) through (vi) of Section 2.03(e); provided, however, that anything in
such clauses to the contrary notwithstanding, the Applicable Borrower may have a
claim against the L/C Issuer, and the L/C Issuer may be liable to the Applicable
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by such Applicable Borrower which
such Applicable Borrower proves were caused by the L/C Issuer's willful
misconduct or gross negligence or the L/C Issuer's willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a
Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

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

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<PAGE>

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

            (i)   Letter of Credit Fees. The Borrowers shall pay to the Senior
Administrative Agent for the account of each Revolving Lender in accordance with
its Applicable Percentage a Letter of Credit fee (the "Letter of Credit Fee")
for each Letter of Credit equal to the Applicable Rate for Eurodollar Rate
Revolving Loans times the daily maximum amount available to be drawn under such
Letter of Credit. For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06. Such Letter of Credit Fees shall be
(i) computed on a quarterly basis in arrears and (ii) due and payable on the
last Business Day of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand. If there is any
change in the Applicable Rate during any quarter, the daily amount available to
be drawn under each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. Notwithstanding anything to the contrary,
contained herein upon the request of the Required Revolving Lenders, while any
Event of Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.

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

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

            (l)   Letters of Credit Issued for Restricted Subsidiaries.
Notwithstanding that a Letter of Credit issued or outstanding hereunder for the
account of the Applicable Borrower is in support of any obligations of, or
otherwise will benefit, a Restricted Subsidiary, the Applicable Borrowers shall
be obligated to reimburse the L/C Issuer hereunder for any and all drawings
under such Letter of Credit. Each Borrower hereby acknowledges that the issuance
of

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<PAGE>

Letters of Credit for the benefit of Restricted Subsidiaries inures to the
benefit of the Borrowers, and that the Borrowers' businesses derive substantial
benefits from the businesses of such Restricted Subsidiaries.

      SECTION 2.04 SWING LINE LOANS.

            (a)   The Swing Line. The Loan Party Representative may request on
behalf of any Applicable Borrower that the Swing Line Lender make, and subject
to the terms and conditions set forth herein, the Swing Line Lender, in reliance
upon the agreements of the other Revolving Lenders set forth in this Section
2.04 may, if in its sole discretion it elects to do so, make loans (each such
loan, a "Swing Line Loan") to each Applicable Borrower from time to time on any
Business Day during the Availability Period in an aggregate amount not to exceed
at any time outstanding the amount of the Swing Line Sublimit, notwithstanding
the fact that such Swing Line Loans, when aggregated with the Applicable
Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of
the Revolving Lender acting as Swing Line Lender, may exceed the amount of such
Revolving Lender's Revolving Commitment; provided, however, that after giving
effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not
exceed the Revolving Commitments, and (ii) the aggregate Outstanding Amount of
the Revolving Loans of any Revolving Lender, plus such Revolving Lender's
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus
such Revolving Lender's Applicable Percentage of the Outstanding Amount of all
Swing Line Loans shall not exceed such Revolving Lender's Revolving Commitment,
and provided further, that the Borrowers shall not use the proceeds of any Swing
Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing
limits, and subject to the other terms and conditions hereof, the Borrowers may
borrow under this Section 2.04, prepay under Section 2.05, and reborrow under
this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately
upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from the Swing
Line Lender a risk participation in such Swing Line Loan in an amount equal to
the product of such Revolving Lender's Applicable Percentage times the amount of
such Swing Line Loan.

            (b)   Borrowing Procedures. Each Swing Line Borrowing may be made
upon the Loan Party Representative's irrevocable notice to the Swing Line Lender
and the Senior Administrative Agent, which may be given by telephone. Each such
notice must be received by the Swing Line Lender and the Senior Administrative
Agent not later than 1:00 p.m. on the requested borrowing date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a
whole multiple of $100,000 in excess thereof, (ii) the requested borrowing date,
which shall be a Business Day and (iii) the Applicable Borrower for which such
Swing Line Borrowing is requested. Each such telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Senior Administrative
Agent of a written Swing Line Loan Notice, appropriately completed and signed by
a Responsible Officer of the Loan Party Representative. If the Loan Party
Representative fails to specify the Applicable Borrower for which any Swing Line
Borrowing is requested, such Swing Line Borrowing shall be deemed to be
requested for the account of Enterprises. Promptly after receipt by the Swing
Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Senior Administrative Agent (by telephone or in writing) that
the Senior Administrative Agent has also received such Swing Line Loan Notice
and, if not, the Swing Line Lender will notify the Senior

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<PAGE>

Administrative Agent (by telephone or in writing) of the contents thereof.
Unless the Swing Line Lender has received notice (by telephone or in writing)
from the Senior Administrative Agent (including at the request of any Revolving
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the first proviso to the first sentence of Section
2.04(a), or (B) that one or more of the applicable conditions specified in
Section 4.02 is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender may, if in its sole discretion it elects to do so,
not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan
Notice, make the amount of its Swing Line Loan available to the Applicable
Borrower at its office by crediting the Borrowers' Account or any account of the
Applicable Borrower designated on the books of the Swing Line Lender in
immediately available funds.

            (c)   Refinancing of Swing Line Loans.

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

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

                  (iii) If any Revolving Lender fails to make available to the
      Senior Administrative Agent for the account of the Swing Line Lender any
      amount required to be paid by such Revolving Lender pursuant to the
      foregoing provisions of this Section

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<PAGE>

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

                  (iv)  Each Revolving Lender's obligation to make Revolving
      Loans or to purchase and fund risk participations in Swing Line Loans
      pursuant to this Section 2.04(c) shall be absolute and unconditional and
      shall not be affected by any circumstance, including (A) any setoff,
      counterclaim, recoupment, defense or other right which such Revolving
      Lender may have against the Swing Line Lender, any Loan Party or any other
      Person for any reason whatsoever, (B) in the case of funding risk
      participations in Swing Line Loans only, the occurrence or continuance of
      a Default, or (C) any other occurrence, event or condition, whether or not
      similar to any of the foregoing; provided, however, that each Revolving
      Lender's obligation to make Revolving Loans pursuant to this Section
      2.04(c) is subject to the conditions set forth in Section 4.02. No such
      funding of risk participations shall relieve or otherwise impair the
      obligation of the Borrowers to repay Swing Line Loans, together with
      interest as provided herein.

            (d)   Repayment of Participations.

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

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

                  (e)   Interest for Account of Swing Line Lender. The Swing
Line Lender shall be responsible for invoicing the Loan Party Representative for
interest payable by the Borrowers

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<PAGE>

on the Swing Line Loans. Until each Revolving Lender funds its Base Rate
Revolving Loan or risk participation pursuant to this Section 2.04 to refinance
such Revolving Lender's Applicable Percentage of any Swing Line Loan, interest
in respect of such Applicable Percentage shall be solely for the account of the
Swing Line Lender.

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

      SECTION 2.05 PREPAYMENTS.

                  (a)   Voluntary Prepayments.

                        (i)   Revolving Loans and Term Loans.

                              (A)   The Borrowers may upon notice by the Loan
                  Party Representative to the Senior Administrative Agent, at
                  any time or from time to time, voluntarily prepay Revolving
                  Loans or any Tranche of the Term Loans in whole or in part
                  without premium or penalty (except as provided in Subsection
                  (C) of this Section 2.05(a)(i) and Section 3.05); provided
                  that (1) such notice must be received by the Senior
                  Administrative Agent not later than 11:00 a.m. (x) three
                  Business Days prior to any date of prepayment of Eurodollar
                  Rate Loans or RTFC Fixed Rate Loans and (y) on the date of
                  prepayment of Base Rate Loans or RTFC Variable Rate Loans, (2)
                  any prepayment of Eurodollar Rate Loans or RTFC Fixed Rate
                  Loans shall be in a principal amount of $5,000,000 or a whole
                  multiple of $1,000,000 in excess thereof, and (3) any
                  prepayment of Base Rate Loans or RTFC Variable Rate Loans
                  shall be in a principal amount of $1,000,000 or a whole
                  multiple of $100,000 in excess thereof or, in each case, if
                  less, the entire principal amount thereof then outstanding.
                  Each such notice shall specify the date and amount of such
                  prepayment, whether the Senior Loan to be prepaid is a
                  Revolving Loan, a Tranche B Term Loan, a Tranche C Term Loan
                  and/or a Tranche D Term Loan and the Type(s) of Senior Loans
                  to be prepaid and each such notice shall be consistent with
                  the other requirements of this Section 2.05(a)(i).

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

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

                                    (2)   Any prepayment of Tranche B Term Loans
                        pursuant to this Section 2.05(a) made on or prior to the
                        first anniversary of

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                        the Closing Date with the proceeds of any Repricing
                        Transaction (as defined below) shall be accompanied by a
                        prepayment fee equal to 1.00% of the principal amount
                        prepaid; provided, however, that any such prepayment
                        made concurrently with a Qualifying Refinancing (as
                        defined below) may be made without the payment of any
                        such prepayment fee. A "Repricing Transaction" means the
                        incurrence by any Loan Party of any Indebtedness
                        (including, without limitation, any new or additional
                        term loans under this Agreement) that is secured or is
                        broadly marketed or syndicated to banks and other
                        institutional investors in financings similar to the
                        Facilities (a) having an effective interest rate margin
                        or weighted average yield (to be determined by the
                        Senior Administrative Agent consistent with generally
                        accepted financial practice, after giving effect to,
                        among other factors, margins, upfront or similar fees or
                        original issue discount shared with all lenders or
                        holders thereof, but excluding the effect of any
                        arrangement, structuring, syndication or other fees
                        payable in connection therewith that are not shared with
                        all lenders or holders thereof) that is less than the
                        Applicable Rate for, or weighted average yield (to be
                        determined by the Senior Administrative Agent on the
                        same basis) of, the Tranche B Term Loans, and (ii) the
                        proceeds of which are used to prepay, in whole or in
                        part, principal of the Tranche B Term Loans. A
                        "Qualifying Refinancing" is any refinancing transaction
                        which is consummated concurrently with an IPO
                        Transaction if, immediately after giving effect to the
                        application of the proceeds of such IPO Transaction and
                        such refinancing transaction, both (x) the ratio of the
                        outstanding amount of Consolidated Funded Indebtedness
                        which is then secured by a first priority security
                        interest on any property of a Loan Party to Consolidated
                        EBITDA for the period of four consecutive fiscal
                        quarters most recently ended prior to such refinancing
                        shall be equal to or less than 3.25:1 and (y) the
                        Consolidated Total Leverage Ratio shall be equal to or
                        less than 4.75:1.

                                    (3)   Any voluntary prepayment of Tranche C
                        Term Loans and Tranche D Term Loans which are RTFC
                        Variable Rate Loans shall be accompanied by a prepayment
                        fee equal to 0.50% of the principal amount prepaid.

                              (D)   Prepayments of Term Loans shall be applied
                  to outstanding Tranche B Term Loans; provided that the
                  Borrowers may elect that prepayments instead be applied
                  ratably to each Tranche of the Term Facility (other than the
                  Tranche D Term Facility). Each such prepayment of Senior Loans
                  under a Facility shall be applied to the Senior Loans of the
                  Senior Lenders under such Facility in accordance with their
                  respective Applicable Percentages. Prepayments of Tranche B
                  Term Loans shall be applied to reduce the then remaining
                  principal installments thereof pursuant to Section 2.07(c) in
                  the order of their maturity.

                              (E)   Prepayments may be applied to the Tranche D
                  Term Loans only after (1) the repayment in full of all Tranche
                  B Term Loans and Tranche C

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                  Term Loans, (2) the repayment in full of all Revolving Loans
                  and (3) the termination of the Revolving Commitments.

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

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

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

                  (b)   Mandatory Prepayments.

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

                        (ii)  Dispositions. Immediately upon receipt by any
      Consolidated Party of aggregate proceeds from Dispositions (other than
      proceeds of any Disposition permitted in Sections 7.05 (b), (c) and (d) or
      the proceeds of any other Dispositions to the extent they constitute
      Reinvestment Funds) in any fiscal year of Holdings in excess of
      $10,000,000, the Borrowers shall prepay the Senior Loans and/or Cash
      Collateralize or

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<PAGE>

      pay the L/C Obligations in an aggregate amount equal to 100% of the Net
      Cash Proceeds of all such Dispositions (including the initial $10,000,000
      of such proceeds).

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

                        (iv)  Equity Issuances. Immediately upon receipt by any
      Consolidated Party of proceeds from any Equity Issuance (other than any
      Excluded Equity Issuance Proceeds), the Borrowers shall prepay the Senior
      Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount
      equal to 50% of the Net Cash Proceeds of such Equity Issuance.

                        (v)   Excess Cash Flow. Not later than 100 days after
      the last day of each fiscal year of Holdings (commencing with the fiscal
      year ending December 31, 2005), the Borrowers shall prepay the Senior
      Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount
      equal to (A) 75% of Excess Cash Flow for the prior fiscal year of Holdings
      if the Consolidated Total Leverage Ratio as of the end of such prior
      fiscal year is equal to or greater than 4.0:1.0, or (B) 50% of Excess Cash
      Flow for the prior fiscal year of Holdings if the Consolidated Total
      Leverage Ratio as of the end of such prior fiscal year is less than
      4.0:1.0, less the amount of any voluntary prepayments of the Term Loans or
      (to the extent accompanied by a reduction in the Revolving Commitments
      pursuant to Section 2.06(a)) the Revolving Loans during such prior fiscal
      year.

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

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

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

                        (ii)  with respect to all amounts paid pursuant to
      Section 2.05(b)(ii), (iii) and (iv), so long as no Event of Default has
      occurred and is continuing (A) first, subject to Section 2.05(d), pro rata
      to the Tranche B Term Loans and the Tranche C Term Loans, (B) second, to
      (1) the Revolving Loans (with a corresponding reduction in the Revolving
      Commitments pursuant to Section

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<PAGE>

      2.06(b)), (2) then to Swing Line Loans (with a corresponding reduction in
      the Revolving Commitments pursuant to Section 2.06(b)) and (3) then to
      Cash Collateralize L/C Obligations and (C) third, after the termination of
      all Revolving Commitments and the repayment in full of all amounts payable
      with respect to the Revolving Loans, the Tranche B Term Loans and the
      Tranche C Term Loans, to the Tranche D Term Loans;

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

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

                        (v)   mandatory prepayments of the Tranche B Term Loans
      shall be applied to reduce the then remaining principal installments
      thereof pursuant to Section 2.07(c) on a pro rata basis; and

                        (vi)  mandatory prepayments of the Tranche C Term Loans
      shall be applied to reduce the then remaining principal installments
      thereof pursuant to Section 2.07(d) on a pro rata basis.

            (d)   Tranche C Deferrals. Notwithstanding Section 2.05(c), any
Tranche C Term Lender may elect, by notice to the Senior Administrative Agent by
telephone (confirmed promptly in writing by telecopy), not later than 2:00 p.m.
on the Business Day prior to any mandatory prepayment of its Tranche Term C
Loans, so long as any Tranche B Term Loans remain outstanding, to decline all or
any portion of any prepayment of its Tranche C Term Loans, in which case such
prepayment that would have been applied to prepay its Tranche C Term Loans but
was so declined shall be applied to prepay Tranche B Term Loans as provided

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<PAGE>

above (without giving effect to the Tranche C Term Loans of any Tranche C Term
Lender that has declined payment pursuant to this Section).

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

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

            (g)   Applicable Borrowers. Except as may be otherwise agreed in
writing by the Loan Party Representative and the Senior Administrative Agent,
each prepayment of Senior Loans under a Facility pursuant to this Section 2.05
shall be deemed to reduce on a pro rata basis the outstanding amount of Senior
Loans under such Facility made to each Applicable Borrower which has made a
Borrowing under such Facility.

      SECTION 2.06 TERMINATION OR REDUCTION OF COMMITMENTS.

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

            (b)   On any date that any Revolving Loans are required to be
prepaid, Swing Line Loans are required to be prepaid, and/or the L/C Obligations
are required to be paid or Cash Collateralized as a result of a prepayment
required by Section 2.05(b) (or would be so required if any Revolving Loans,
Swing Line Loans or L/C Obligations were outstanding), the Revolving Commitments
shall, except as otherwise provided in Section 2.05(c)(iii), be automatically
and permanently reduced by the total amount of such required prepayments and
Cash Collateral; provided that, regardless of whether any Revolving Loans, Swing
Line Loans or L/C Obligations are outstanding, the Revolving Commitments shall
be automatically and permanently reduced in the amounts and under the conditions
and times specified in Section 2.05(c)(ii). The Senior

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<PAGE>

Administrative Agent will promptly notify the Revolving Lenders of any such
reduction of the Revolving Commitments. Any reduction of the Revolving
Commitments shall be applied to the Revolving Commitment of each Revolving
Lender according to its Applicable Percentage. The Revolving Commitments shall
terminate on the Maturity Date.

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

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

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

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

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

            (c)   The Borrowers shall repay to the Tranche B Term Lenders (i) on
the last Business Day of each March, June, September and December prior to the
Maturity Date, an aggregate principal amount of the outstanding Tranche B Term
Loans equal to 0.25% of the aggregate principal amount of Tranche B Term Loans
outstanding on the Closing Date after giving effect to any Tranche B Term
Borrowing (which amount will be reduced as a result of the application of
prepayments in accordance with Section 2.05) and (ii) on the Maturity Date, the
Outstanding Amount of Tranche B Term Loans on such date.

            (d)   The Borrowers shall repay to the Tranche C Term Lenders (i) on
the last Business Day of each March, June, September and December prior to the
Maturity Date, an aggregate principal amount of the outstanding Tranche C Term
Loans equal to 0.25% of the aggregate principal amount of Tranche C Term Loans
outstanding on the Closing Date after giving effect to any Tranche C Term
Borrowing (which amount will be reduced as a result of the application of
prepayments in accordance with Section 2.05) and (ii) on the Maturity Date the
Outstanding Amount of Tranche C Term Loans on such date.

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

      SECTION 2.08 INTEREST.

            (a)   Revolving Loans and Tranche B Term Loans may be outstanding as
Base Rate Loans or Eurodollar Rate Loans. Tranche C Term Loans and Tranche D
Term Loans may be outstanding as RTFC Variable Rate Loans or RTFC Fixed Rate
Loans. Subject to the

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<PAGE>

provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period at
a rate per annum equal to the Eurodollar Rate for such Interest Period plus the
Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Rate; (iii) each RTFC Variable Rate
Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the RTFC Variable Rate,
(iv) each RTFC Fixed Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the RTFC
Fixed Rate for such Interest Period and (v) each Swing Line Loan shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate.

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

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

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

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

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

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

            (a)   Commitment Fee. The Borrowers shall pay to the Senior
Administrative Agent for the account of each Revolving Lender in accordance with
its Applicable Percentage, a commitment fee (the "Commitment Fee") equal to
0.50% times the actual daily amount by which the Revolving Commitments exceed
the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the
Outstanding Amount of L/C Obligations; provided that for the purposes of
calculating the Commitment Fee, Swing Line Loans will not be deemed to be
utilized. The Commitment Fee shall accrue at all times during the Availability
Period, including at any time

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during which one or more of the conditions in Article IV is not met, and shall
be due and payable quarterly in arrears on the last Business Day of each March,
June, September and December, commencing with the first such date to occur after
the Closing Date, and on the Maturity Date. The Commitment Fee shall be
calculated quarterly in arrears. Notwithstanding anything to the contrary
herein, no Commitment Fee shall accrue on any of the Revolving Commitments of a
Defaulting Senior Lender so long as such Revolving Lender shall be a Defaulting
Senior Lender.

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

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

      SECTION 2.11 EVIDENCE OF DEBT.

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

            (b)   In addition to the accounts and records referred to in
subsection (a) above, each Senior Lender and the Senior Administrative Agent
shall maintain in accordance with their

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<PAGE>

usual practice accounts or records evidencing the purchases and sales of
participations in Letters of Credit and Swing Line Loans. In the event of any
conflict between the accounts and records maintained by the Senior
Administrative Agent and the accounts and records of any Senior Lender in
respect of such matters, the accounts and records of the Senior Administrative
Agent shall control in the absence of manifest error.

            (c)   Entries made in good faith by the Senior Administrative Agent
in the Register pursuant to subsections (a) and (b) above, and by each Senior
Lender in its accounts pursuant to subsections (a) and (b) above, shall be prima
facie evidence of the amount of principal and interest due and payable or to
become due and payable from the Borrowers to, in the case of the Register each
Senior Lender and, in the case of such account or accounts, such Senior Lender,
under this Agreement and the other Senior Loan Documents, absent manifest error;
provided that the failure of the Senior Administrative Agent or such Senior
Lender to make any entry, or any finding that an entry is incorrect, in the
Register or such account or accounts shall not limit or otherwise affect the
obligations of the Borrowers under this Agreement and the other Senior Loan
Documents.

      SECTION 2.12 PAYMENTS GENERALLY.

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

            (b)   Funding by Senior Lenders; Presumption by Senior
Administrative Agent. Unless the Senior Administrative Agent shall have received
notice from a Senior Lender prior to the proposed date of any Borrowing that
such Senior Lender will not make available to the Senior Administrative Agent
such Senior Lender's share of such Borrowing, the Senior Administrative Agent
may assume that such Senior Lender has made such share available on such date in
accordance with Section 2.02 and may, in reliance upon such assumption, make
available to the Applicable Borrower a corresponding amount. In such event, if a
Senior Lender has not in fact made its share of the Applicable Borrowing
available to the Senior Administrative Agent, then the applicable Senior Lender
and the Borrowers severally agree to pay to the Senior Administrative Agent
forthwith on demand such corresponding amount in immediately available funds
with interest thereon, for each day from and including the date such amount is
made available to the Applicable Borrower to but excluding the date of payment
to the Senior Administrative Agent, at (A) in the case of a payment to be made
by such Senior Lender, the greater of the Federal Funds Rate and a rate
determined by the Senior Administrative Agent in accordance with banking
industry rules on interbank compensation and (B) in the case of a

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payment to be made by the Applicable Borrower, the interest rate applicable to
Base Rate Loans. If the Applicable Borrower and such Senior Lender shall pay
such interest to the Senior Administrative Agent for the same or an overlapping
period, the Senior Administrative Agent shall promptly remit to such Borrower
the amount of such interest paid by such Borrower for such period. If such
Senior Lender pays its share of the applicable Borrowing to the Senior
Administrative Agent, then the amount so paid shall constitute such Senior
Lender's Loan included in such Borrowing. Any payment by the Applicable Borrower
shall be without prejudice to any claim such Borrower may have against a Senior
Lender that shall have failed to make such payment to the Senior Administrative
Agent.

            (c)   Payments by Borrowers; Presumptions by Senior Administrative
Agent. Unless the Senior Administrative Agent shall have received notice from
the Loan Party Representative prior to the date on which any payment is due to
the Senior Administrative Agent for the account of the Senior Lenders or the L/C
Issuer hereunder that the Borrowers will not make such payment, the Senior
Administrative Agent may assume that the Borrowers have made such payment on
such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Senior Lenders or the L/C Issuer, as the case may be, the
amount due. In such event, if the Borrowers have not in fact made such payment,
then each of the Senior Lenders or the L/C Issuer, as the case may be, severally
agrees to repay to the Senior Administrative Agent forthwith on demand the
amount so distributed to such Senior Lender or the L/C Issuer, in immediately
available funds with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the
Senior Administrative Agent, at the greater of the Federal Funds Rate and a rate
determined by the Senior Administrative Agent in accordance with banking
industry rules on interbank compensation.

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

            (d)   Failure to Satisfy Conditions Precedent. If any Senior Lender
makes available to the Senior Administrative Agent funds for any Senior Loan to
be made by such Senior Lender as provided in the foregoing provisions of this
Article II, and such funds are not made available to the Borrowers or the Loan
Party Representative by the Senior Administrative Agent because the conditions
to the applicable Credit Extension set forth in Article IV are not satisfied or
waived in accordance with the terms hereof, the Senior Administrative Agent
shall promptly return such funds (in like funds as received from such Senior
Lender) to such Senior Lender, without interest.

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

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

      SECTION 2.13 SHARING OF PAYMENTS BY SENIOR LENDERS. If any Senior Lender
shall, by exercising any right of setoff or counterclaim or otherwise (except as
specifically provided in the last paragraph of Section 8.03), obtain payment in
respect of any principal of or interest on any of the Senior Loans made by it
under any Facility, or in the case of any Revolving Lender, the participations
in L/C Obligations or in Swing Line Loans held by it, resulting in such Senior
Lender's receiving payment of a proportion of the aggregate amount of such
Senior Loans or participations and accrued interest thereon greater than its
Applicable Percentage thereof as provided herein, then the Senior Lender
receiving such greater proportion shall (a) notify the Senior Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in
the Senior Loans under such Facility and in the case of any Revolving Lender,
subparticipations in L/C Obligations and Swing Line Loans of the other Revolving
Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Senior Lenders under such
Facility ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Senior Loans under such Facility and other
amounts owing them; provided that:

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

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

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

      SECTION 2.14 EXISTING CREDIT AGREEMENTS. (a) Effective on the Closing
Date, (i) the Existing Credit Agreements shall be amended and (for the mutual
convenience of the parties and not as a novation) restated in their entirety as
provided in this Agreement, (ii) any outstanding Advances (as defined under the
Existing Credit Agreements) after giving effect to any prepayments thereof on
the Closing Date shall be deemed to be outstanding Senior Loans under this
Agreement as provided in Section 2.14(b), (iii) any outstanding Letters of
Credit (as defined under the Existing Credit Agreements) shall be deemed to be
outstanding Letters of Credit under

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this Agreement, (iv) all outstanding obligations under the Existing Credit
Agreements, as so amended and restated under this Agreement, shall continue to
be secured pursuant to each of the Collateral Documents (as defined in the
Existing Credit Agreements), (v) each such existing Collateral Document shall be
amended and (for the mutual convenience of the parties and not as a novation)
restated in its entirety or amended and supplemented pursuant to the applicable
Senior Collateral Documents hereunder, and all Liens granted pursuant to the
existing Collateral Documents shall continue in full force and effect under the
Senior Collateral Documents, and (vi) all Secured Swap Contracts secured
pursuant to such existing Collateral Documents shall continue to be Secured Swap
Contracts for all purposes of this Agreement and the other Senior Loan
Documents.

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

                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      SECTION 3.01 TAXES.

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

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such Senior Lender), such Loan Party may pay the full amount so deducted as
specifically agreed with such Senior Lender (in lieu of paying the relevant
Governmental Authority as provided in clause (iii) above) pending the resolution
of any contest of any Indemnified Taxes or Other Taxes in respect of such
payment as provided in any such written agreement between such Loan Party and
such Senior Lender; and provided, further, that no such agreement with any
Senior Lender shall release or otherwise modify the obligations of the Loan
Parties hereunder to any other Senior Lender, the Senior Administrative Agent or
the L/C Issuer.

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

            (c)   Indemnification by the Borrowers. The Borrowers shall
indemnify the Senior Administrative Agent, each Senior Lender and the L/C
Issuer, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
paid by the Senior Administrative Agent, such Senior Lender or the L/C Issuer,
as the case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability (which shall include a statement setting forth in reasonable detail
the basis and calculation of any such payment or liability) delivered to the
Loan Party Representative by a Senior Lender or the L/C Issuer (with a copy to
the Senior Administrative Agent), or by the Senior Administrative Agent on its
own behalf or on behalf of a Senior Lender or the L/C Issuer, shall be
conclusive absent manifest error.

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

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

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

                        (i)   in the case of a Foreign Lender,

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

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

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

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

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

      Each Senior Lender which has delivered any of the forms described above as
provided in this Section 3.01(e) shall deliver to the Loan Party Representative
(with a copy to the Senior Administrative Agent) to the extent it is legally
entitled to do so such new forms prescribed by the IRS upon expiration or
obsolescence of any such previously delivered forms or after the occurrence of
an event requiring a change in the most recent such forms delivered by such
Senior Lender hereunder, in each case, not later than 30 days following the
earlier of the date such Senior Lender first becomes aware of the need to
deliver such new form and the date of any

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request for such new form from the Loan Party Representative. Each such Senior
Lender shall also provide written notice to the Loan Party Representative (with
a copy to the Senior Administrative Agent) not later than 30 days after the date
on which it determines that it is no longer in a position to deliver any such
previously delivered form.

            (f)   Treatment of Certain Refunds. If the Senior Administrative
Agent, any Senior Lender or the L/C Issuer determines, in its sole reasonable
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrowers or with respect to which the
Borrowers have paid additional amounts pursuant to this Section (whether by way
of direct payment or by offset), within 45 days of such determination it shall
pay to the Loan Party Representative an amount equal to such refund (but only to
the extent of indemnity payments made, or additional amounts paid, by the
Borrowers under this Section with respect to the Taxes or Other Taxes giving
rise to such refund), net of all reasonable out-of-pocket expenses of the Senior
Administrative Agent, such Senior Lender or the L/C Issuer, as the case may be,
and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided that the Borrowers, upon the
request of the Senior Administrative Agent, such Senior Lender or the L/C Issuer
to the Loan Party Representative, agrees to repay the amount paid over to the
Loan Party Representative (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) to the Senior Administrative Agent, such
Senior Lender or the L/C Issuer in the event the Senior Administrative Agent,
such Senior Lender or the L/C Issuer is required to repay such refund to such
Governmental Authority. This subsection shall not be construed to require the
Senior Administrative Agent, any Senior Lender or the L/C Issuer to make
available its tax returns (or any other information relating to its taxes that
it deems confidential) to the Loan Party Representative, any Loan Party or any
other Person.

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

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

      SECTION 3.04 INCREASED COSTS.

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

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

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

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

and the result of any of the foregoing shall be to increase the cost to such
Senior Lender of making or maintaining any Eurodollar Loan (or of maintaining
its obligation to make any such Senior Loan), or to increase the cost to such
Senior Lender or the L/C Issuer of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable
by such Senior Lender or the L/C Issuer hereunder (whether of principal,
interest or any other amount), then, upon request of such Senior Lender or the
L/C Issuer, the Borrowers will pay to such

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Senior Lender or the L/C Issuer, as the case may be, such additional amount or
amounts as will compensate such Senior Lender or the L/C Issuer, as the case may
be, for such additional costs incurred or reduction suffered.

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

            (c)   Certificates for Reimbursement. A certificate of a Senior
Lender or the L/C Issuer setting forth in reasonable detail the calculation of
the amount or amounts necessary to compensate such Senior Lender or the L/C
Issuer or its holding company, as the case may be, as specified in subsection
(a) or (b) of this Section and delivered to the Loan Party Representative shall
be conclusive absent manifest error. The Borrowers shall pay such Senior Lender
or the L/C Issuer, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

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

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

                  (i)   any continuation, conversion, payment or prepayment of
      any Senior Loan (other than a Base Rate Loan or a RTFC Variable Rate Loan)
      on a day other

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      than the last day of the Interest Period for such Senior Loan (whether
      voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

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

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

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

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

      SECTION 3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF SENIOR LENDERS.

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

            (b)   Replacement of Senior Lenders. If any Revolving Lender or
Tranche B Term Lender requests compensation under Section 3.04, or submits a
notice pursuant to Section

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3.02 with respect to circumstances that do not affect the other Senior Lenders
hereunder, or if a Borrower is required to pay any additional amount or
indemnification to any Senior Lender or any Governmental Authority for the
account of any Senior Lender pursuant to Section 3.01, the Borrowers may replace
such Senior Lender in accordance with Section 11.13.

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

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

                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

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

            (a)   The Senior Administrative Agent's receipt of the following,
each of which shall be originals or telecopies (followed promptly by originals)
unless otherwise specified, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date)
and each in form and substance reasonably satisfactory to the Senior
Administrative Agent and each of the Senior Lenders:

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

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

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

                  (iv)  such documents and certifications as the Senior
      Administrative Agent may reasonably require to evidence that each of the
      Consolidated Parties is duly organized or formed, validly existing, in
      good standing and qualified to engage in

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      business in each jurisdiction where its ownership, lease or operation of
      properties or the conduct of its business requires such qualification and
      where the failure to be so qualified could reasonably be expected to have
      a Material Adverse Effect, including, certified copies of the Organization
      Documents of the Loan Parties, certificates of good standing and/or
      qualification to engage in business of the Loan Parties;

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

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

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

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

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

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

                  (xi)  original certificates evidencing all of the issued and
      outstanding shares of capital stock or other certificated Equity Interests
      (including, if available on the Closing Date, the SCCs) required to be
      pledged pursuant to the terms of the Senior Pledge and Security Agreement,
      which certificates shall be accompanied by undated

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      stock powers duly executed in blank by each relevant pledgor in favor of
      the Senior Administrative Agent;

                  (xii) the original Intercompany Notes required to be pledged
      pursuant to the terms of the Senior Pledge and Security Agreement, duly
      endorsed in blank by each relevant pledgor in favor of the Senior
      Administrative Agent;

                  (xiii) search reports by a party acceptable to the Senior
      Administrative Agent, dated a date reasonably near (but prior to) the
      Closing Date, listing all effective UCC financing statements, tax liens
      and judgment liens which name any Loan Party, as the debtor, and which are
      filed in the jurisdictions in which the Loan Parties are organized, and in
      such other jurisdictions as the Senior Administrative Agent may reasonably
      request, together with copies of such financing statements (none of which
      (other than financing statements filed pursuant to the terms hereof in
      favor of the Senior Administrative Agent and pursuant to the terms of the
      Second Lien Loan Agreement in favor of the Second Lien Administrative
      Agent, if such search report is current enough to list such financing
      statements) shall cover any of the Collateral, other than Liens existing
      on the date hereof and listed on Schedule 7.01 and other Permitted Liens);

                  (xiv) with respect to the Intellectual Property Collateral,
      search results from the United States Patent and Trademark Office and
      United States Copyright Office to the extent any patents, trademarks or
      copyrights form a part of the Collateral;

                  (xv)  (A) acknowledgment copies of UCC financing statements
      (or delivery in proper form for filing) naming each Loan Party as the
      debtor and the Senior Administrative Agent as the secured party, which
      such UCC financing statements have been filed, or have been delivered to
      the Senior Administrative Agent for filing, under the UCC of all
      jurisdictions as may be necessary or, in the opinion of the Senior
      Administrative Agent, desirable to perfect the first priority security
      interest of the Senior Administrative Agent pursuant to the Senior Pledge
      and Security Agreement; (B) evidence satisfactory to the Senior
      Administrative Agent of the filing (or delivery to the Senior
      Administrative Agent for filing) of the Senior Intellectual Property
      Security Agreements with the United States Patent and Trademark Office and
      United States Copyright Office; and (C) such control agreements and
      deposit agreements as reasonably requested by the Senior Administrative
      Agent with respect to the Collateral under the Senior Pledge and Security
      Agreement in which a security interest may be perfected by "control" (as
      defined in the relevant UCC), in each case, duly executed and delivered or
      authenticated by the parties thereto;

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

                  (xvii) the Intercreditor Agreement duly executed by the Loan
      Party Representative, the Senior Administrative Agent and the Second Lien
      Administrative Agent;

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

                  (xix) a duly completed Compliance Certificate giving effect to
      the Transaction on a Pro Forma Basis as of the last day of the fiscal
      quarter of Holdings most recently ended prior to the Closing Date, signed
      by a Responsible Officer of Holdings, which shall reflect that (A) the
      ratio of (1) the outstanding amount of Consolidated Funded Indebtedness as
      of such date (other than any outstanding Senior Subordinated Loans) to (2)
      Consolidated EBITDA for the period of the four consecutive fiscal quarters
      ended as of such date is not greater than 5.3:1.0 and (B) the Consolidated
      Total Leverage Ratio as of such date is not greater than 5.8:1.0;

                  (xx)  a duly completed initial Request for Credit Extension
      executed by a Responsible Officer of the Loan Party Representative which
      shall specify, among other things, each Applicable Borrower making a
      Borrowing on the Closing Date; and

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

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

            (c)   The Senior Arrangers and the Senior Administrative Agent shall
be satisfied that, concurrently with the Closing Date, all existing Indebtedness
of the Consolidated Parties (including the Existing Subordinated Notes) has been
repaid, redeemed or defeased in full or otherwise satisfied and extinguished,
except the Indebtedness permitted pursuant to Section 7.03, and all Liens
securing such obligations have been or concurrently with the Closing Date are
being released, other than the Liens being amended and restated pursuant to the
Senior Collateral Documents, the Liens listed on Schedule 7.01 and other
Permitted Liens.

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

            (e)   The Senior Arrangers and the Senior Administrative Agent shall
be satisfied that (A) the Consolidated Parties will be able to meet their
obligations under all employee and retiree welfare plans, (B) the employee
benefit plans of Holdings and its ERISA Affiliates are, in all material
respects, funded in accordance with minimum statutory requirements, (C) no
Reportable Event, but excluding events for which reporting has been waived, has
occurred as to any such employee benefit plan and (D) no termination of, or

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withdrawal from, any such employee benefit plan has occurred or is contemplated
that could reasonably be expected to result in any material liability.

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

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

            (h)   On the Closing Date after giving effect to the transactions
contemplated by the Transaction Documents, the Borrowers shall have received
gross proceeds from the Senior Subordinated Loans and the Second Lien Loans,
which when aggregated with the proceeds of the Term Loans (and the proceeds of
any Revolving Loans as may be borrowed hereunder on the Closing Date), shall be
sufficient to, and shall be used to, consummate the transactions contemplated in
the Transaction Documents to be consummated on the Closing Date, including the
payment of bonuses to management of the Consolidated Parties and to pay fees and
expenses in connection with the Transaction in amounts approved by the Senior
Arrangers.

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

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

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

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

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

            (n)   The Borrowers shall have paid all reasonable fees, charges and
disbursements of counsel to the Senior Administrative Agent to the extent
invoiced prior to or on the Closing Date, plus such additional reasonable
amounts of fees, charges and disbursements of counsel to the Senior
Administrative Agent as shall constitute its reasonable estimate of fees,
charges and disbursements of counsel to the Senior Administrative Agent incurred
or to be incurred by it through the closing proceedings (provided, that such
estimate shall not thereafter preclude a final settling of accounts among the
Borrowers and the Senior Administrative Agent) or such amounts shall be paid
from the proceeds of the initial Senior Loans on the Closing Date.

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

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

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

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

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

      Each Request for Credit Extension (other than a Senior Loan Notice
requesting only a conversion of Senior Loans to the other Type or a continuation
of Eurodollar Rate Loans or

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RTFC Fixed Rate Loans) submitted by the Loan Party Representative shall be
deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

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

      SECTION 5.01 EXISTENCE, QUALIFICATION AND POWER. Each of the Consolidated
Parties (a) is duly organized or formed, validly existing and in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has
all requisite corporate or other organizational power and authority and all
requisite Governmental Authorizations to (i) own its assets and carry on its
business as presently conducted and (ii) execute, deliver and perform its
obligations under the Senior Loan Documents to which it is a party, and (c) is
duly qualified and in good standing under the Laws of each jurisdiction where
its ownership, lease or operation of properties or the conduct of its business
requires such qualification and where the failure to be so qualified could
reasonably be expected to have a Material Adverse Effect.

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

      SECTION 5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No Governmental
Authorization (including, without limitation, any FCC License or PUC
Authorization) and no material approval, consent, authorization, or other
action, or notice to any other Person (including any party to any contract or
agreement to which any of Holdings or its Restricted Subsidiaries is a party) is
necessary or required in connection with (a) the execution, delivery or
performance by, or enforcement against, any Loan Party of this Agreement or any
other Senior Loan Document (other than those that have been obtained, the PUC
Authorization from the PUC in Arkansas contemplated to be delivered pursuant to
Section 6.17(b), or that may be required in respect of any Governmental
Authorization or Contractual Obligation upon the exercise of remedies under the
Senior Loan Documents), (b) the validity or enforceability of any Senior Loan
Documents against the Loan Parties (except such filings as are necessary in
connection with the perfection of the Liens created by such Senior Loan
Documents), or (c) the consummation of the transactions contemplated hereby,
including the consummation of all the

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transactions contemplated in the Transaction Documents, other than (i) the
filing of financing statements in the UCC filing offices of each jurisdiction
referred to in Schedule 5 to the Perfection Certificate and any local or other
UCC filing relating to Fixtures, (ii) the filing of the Senior Pledge and
Security Agreement or Senior Intellectual Property Security Agreements with the
United States Patent and Trademark Office, or the United States Copyright
Office, as applicable, (iii) the execution of the Account Control Agreements
identified on Schedule 8 to the Perfection Certificate, (iv) the filing of
amendments and restatements to each Existing Mortgage as contemplated by Section
6.17(a), and (v) those listed on Schedule 5.03 hereto, all of which have been
obtained.

      SECTION 5.04 BINDING EFFECT. This Agreement has been, and each other
Senior Loan Document to which any Loan Party is a party, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto. This Agreement constitutes, and each other Senior Loan
Document to which any Loan Party is a party when so delivered will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable against each
such Person in accordance with its terms, except as enforceability may be
limited by applicable Debtor Relief Laws and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

      SECTION 5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

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

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

            (c)   The unaudited consolidated balance sheets and income
statements (including a calculation of Consolidated EBITDA) of Holdings and its
Subsidiaries, as at the end of the most recent fiscal quarter prior to the
Closing Date for which financial information is

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

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

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

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

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      SECTION 5.08 SUBSIDIARIES AND EQUITY INVESTMENTS. On and as of the Closing
Date and on and as of each date thereafter the Loan Party Representative
delivers a Compliance Certificate pursuant to Section 6.02(b) or a certificate
of a Responsible Officer pursuant to Section 6.11, Holdings and each Restricted
Subsidiary has no First-Tier Subsidiaries other than those specifically
disclosed in Part (a) of Schedule 5.08 as supplemented from time to time by the
Borrowers (including the jurisdiction of organization, classes of Equity
Interests, options, warrants, rights of subscription, conversion and
exchangeability and other similar rights, ownership and ownership percentages
thereof), and neither Holdings nor any of its Restricted Subsidiaries has equity
investments in any other corporation or entity with an aggregate original cost
for any such Investment in any such corporation or entity in excess of $250,000
other than those specifically disclosed in Part (b) of Schedule 5.08 as so
supplemented (other than any such equity investments constituting Securities or
Security Entitlements maintained in a Securities Account (as such terms are
defined in the Senior Pledge and Security Agreement) subject to an Account
Control Agreement). The outstanding shares of Equity Interests shown have been
validly issued, fully-paid and are non-assessable (other than with respect to
any partnership or limited liability company) and owned free and clear of Liens
other than the Lien of the Senior Pledge and Security Agreement, subject to the
Intercreditor Agreement, the Second Lien Pledge and Security Agreement and other
Permitted Liens. The outstanding shares of Equity Interests shown are not
subject to buy-sell, voting trust or other shareholder agreement, except as
specifically disclosed in Part (c) of Schedule 5.08 as so supplemented.

      SECTION 5.09 OWNERSHIP. Schedule 5.09 sets forth a true and accurate list
as of the Closing Date of each holder of Equity Interests of Holdings and
Southwest, indicating the name of each such holder and the Equity Interests held
by each such Person. All of such outstanding shares of Equity Interests of
Holdings and Southwest have been duly and validly issued, are fully paid and
nonassessable and were not issued in violation of any preemptive rights of any
stockholder. Except as set forth on Schedule 5.09 or as set forth in their
Organization Documents, as of the Closing Date there are no shareholders
agreements or other agreements pertaining to the ownership of the Equity
Interests of Holdings and Southwest.

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

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

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threatened, which, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

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

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

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

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

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

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

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

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

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

            (e)   No judicial proceeding or governmental or administrative
action is pending or, to the best knowledge of the Loan Parties, threatened,
under any Environmental Law to which any Consolidated Party is or will be named
as a party, nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial
requirements outstanding under any Environmental Law with respect to any
Consolidated Party, the Subject Properties or the Businesses.

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

      SECTION 5.14 SECURITY DOCUMENTS.

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

            (b)   The Senior Pledge and Security Agreement is effective to
create in favor of the Senior Administrative Agent, for the ratable benefit of
the Senior Secured Parties, a legal, valid and enforceable security interest in
the Pledged Equity and Pledged Debt (each as defined in the Senior Pledge and
Security Agreement) identified therein, and, when such Pledged Equity which are
certificated securities and such Pledged Debt are delivered to the Senior

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Administrative Agent (and so long as they continue to be properly held by the
Senior Administrative Agent), the Senior Pledge and Security Agreement shall
constitute a fully perfected first priority Lien on, and security interest in,
all right, title and interest of the pledgors thereunder in such Pledged Equity
and Pledged Debt, in each case subject to no other prior Lien.

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

            (d)   Each Account Control Agreement when duly executed and
delivered by the banks and security intermediaries parties thereto will
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in such Deposit Accounts and Securities
Accounts (described in such Account Control Agreement) prior and superior in
right to any other Person, subject only to other Liens permitted therein and
Permitted Liens.

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

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

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

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

      SECTION 5.18 ERISA COMPLIANCE.

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

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

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

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of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA
with respect to a Multiemployer Plan; and (v) neither Holdings nor any ERISA
Affiliate has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA.

      SECTION 5.19 PURPOSE OF SENIOR LOANS AND LETTERS OF CREDIT. The proceeds
of the Term Loans and any Revolving Loans made on the Closing Date are to be
used solely (a) to refinance the outstanding obligations under the Existing
Credit Agreements and under the Existing Subordinated Notes, to pay fees and
expenses incurred in connection with the Transaction, including those
contemplated by Section 4.01(m) and to fund the Restricted Payments which are
part of the Transaction.

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

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

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

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

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

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

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

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

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

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

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

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

      SECTION 5.25 NATURE OF BUSINESS. Each of Holdings, Southwest and Southwest
II (a) is engaged solely in the business of (i) being a holding company for its
Restricted Subsidiaries and any Unrestricted Subsidiaries and (ii) entering into
and performing its obligations under the Senior Loan Documents, the Second Lien
Loan Documents, the Senior Subordinated Loan Documents and any Permitted
Additional Subordinated Debt Documents to which it is a party,

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(b) holds no Equity Interests other than those of its Restricted Subsidiaries
and any Unrestricted Subsidiaries and, in the case of Southwest II, equity
interests in Southwest, and (c) has no Indebtedness except as permitted pursuant
to Section 7.03(a), (b), (c), (d), (h) and (i). As of the Closing Date, Holdings
and its Subsidiaries are not engaged in any business other than the
telecommunications business.

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

      SECTION 5.27 DESIGNATION AS SENIOR DEBT. All Senior Obligations of each
Loan Party shall be "Senior Indebtedness" and "Designated Senior Indebtedness"
for purposes of and as defined in the Senior Subordinated Loan Agreement.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

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

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

            (a)   as soon as available, but in any event within 90 days after
the end of each fiscal year thereafter of Holdings (commencing with the fiscal
year ended December 31, 2004), (i) a consolidated balance sheet of Holdings and
its Subsidiaries, as at the end of such fiscal year, and the respective related
consolidated statements of income or operations, shareholders' equity and cash
flows for such fiscal year, setting forth in comparative form the figures for
the previous fiscal year, and (ii) a consolidating balance sheet (A) of each
Unrestricted Subsidiary which is either a First-Tier Subsidiary of Holdings or a
First-Tier Subsidiary of any of its Restricted Subsidiaries and (B) of each
material Restricted Subsidiary of Holdings, as at the end of such fiscal year,
and the respective related consolidating statements of income or operations, for
such fiscal year, setting forth in comparative form the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP, such
consolidated balance sheet and statements to be audited and accompanied by
reports and opinions of an independent certified public accountant of nationally
recognized standing, which reports and opinions shall be prepared in accordance
with generally accepted auditing standards and shall not be subject to any
"going concern" or like qualification or exception or any qualification or
exception as to the scope of such audit; and each such consolidating balance
sheet and statements to be certified by a

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Responsible Officer of Holdings to the effect that such statements are fairly
stated in all material respects when considered in relation to the consolidated
financial statements of Holdings and its Subsidiaries, as applicable;

            (b)   as soon as available, but in any event within 45 days after
the end of each of the first three fiscal quarters of each fiscal year of
Holdings (commencing with the fiscal quarter ended March 31, 2005), (i) a
consolidated balance sheet of Holdings and its Subsidiaries, as at the end of
such fiscal quarter, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal quarter and for
the portion of such fiscal year then ended, setting forth in comparative form
the figures for the corresponding fiscal quarter of the previous fiscal year and
the corresponding portion of the previous fiscal year, (ii) a consolidating
balance sheet (A) of each Unrestricted Subsidiary which is either a First-Tier
Subsidiary of Holdings or a First-Tier Subsidiary of any of its Restricted
Subsidiaries and (B) of each material Restricted Subsidiary of Holdings, as at
the end of such fiscal quarter, and the related consolidating statements of
income or operations, for such fiscal quarter and for the portion of such fiscal
year then ended, setting forth in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail, and (iii) a
schedule describing in reasonable detail each transaction during such fiscal
quarter between a Consolidated Party and an Unrestricted Subsidiary or other
Affiliate of Holdings (other than any of its Restricted Subsidiaries), other
than any transaction described in the Compliance Certificate for such quarter
delivered pursuant to Section 6.02(b), such consolidated balance sheet and
statements to be certified by a Responsible Officer of Holdings as fairly
presenting in all material respects the financial condition, results of
operations, shareholders' equity and cash flows of Holdings and its
Subsidiaries, on a consolidated basis in accordance with GAAP, subject only to
year-end audit adjustments and the absence of footnotes and such consolidating
balance sheet and statements and such affiliate transaction schedule to be
certified by a Responsible Officer of Holdings to the effect that such
statements are fairly stated in all material respects when considered in
relation to the consolidated financial statements of Holdings and its
Subsidiaries and that such schedule is true, accurate and complete in all
material respects; and

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

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

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

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

            (b)   concurrently with the delivery of the financial statements
referred to in Sections 6.01(a) and (b) (commencing with the delivery of the
financial statements for the fiscal year ended December 31, 2004), a duly
completed Compliance Certificate signed by a Responsible Officer of Holdings (i)
calculating the Consolidated Interest Coverage Ratio, the Consolidated First
Lien Leverage Ratio and the Consolidated Total Leverage Ratio for the
four-fiscal quarter period ending on the last day of the period covered by such
financial statements, (ii) certifying whether the Loan Parties are in compliance
with the financial covenants in Section 7.18, and (iii) certifying as to any of
the following transactions which have been consummated, payments or expenditures
which have been made, payments which have been received, or other actions taken
by the Consolidated Parties since the date of the then most recent such
certificate, calculating the following amounts for the period covered by such
financial statements and certifying as to the following other matters:

                        (A)   any Equity Issuance, including (1) the Equity
            Interests issued and sold, (2) the date thereof, (3) the Net Cash
            Proceeds thereof and (4) the use of such proceeds;

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

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

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

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                        (E)   any Permitted Acquisition made by any Consolidated
            Borrower Party, including (1) a description of such Permitted
            Acquisition, including the date of the consummation thereof, (2) the
            aggregate consideration paid by the Consolidated Borrower Parties in
            connection with such Acquisition, including the amount of
            Indebtedness assumed, (3) the portion of such consideration paid
            with Available Equity Proceeds, if any, and (4) the portion of such
            consideration paid with the Net Cash Proceeds of any Debt Issuance,
            if any (and unless previously certified to the Senior Administrative
            Agent, such certificate shall attach true and correct copies of any
            Acquisition Documents in respect of such Permitted Acquisition);

                        (F)   any Consolidated Capital Expenditures, including
            (1) the aggregate amount thereof, and (2) the amount of any thereof
            financed with Available Equity Proceeds;

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

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

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

                        (J)   certifying and attaching supplements to Schedules
            5.08 and 5.12, supplements to Schedule I to the Senior Pledge and
            Security Agreement, and supplements to the schedules to the
            Perfection Certificate for any Loan Party, in each case, as required
            by Sections 6.11 and 6.12 and Section 3.03(c) of the Senior Pledge
            and Security Agreement, and certifying that the Loan Parties are in
            compliance with the other requirements of this Agreement and the
            other Senior Loan Documents, including Section 6.03(a).

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

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

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

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

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

      Documents required to be delivered pursuant to Sections 6.01(a) or (b) or
Section 6.02(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which
Holdings posts such documents, or provides a link thereto on Holdings' website
on the Internet at the website address listed on Schedule 11.02, or (ii) on
which such documents are posted on Holdings' behalf on an Internet or another
intranet website, if any, to which each Senior Lender, the L/C Issuer and the
Senior Administrative Agent have access

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(whether a commercial, third-party website or whether sponsored by the Senior
Administrative Agent); provided that, the Loan Party Representative shall notify
the Senior Administrative Agent (by telecopier or electronic mail) of the
posting of any such documents and provide to the Senior Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance Holdings shall be
required to provide paper copies of the Compliance Certificates required by
Section 6.02(b) to the Senior Administrative Agent. The Senior Administrative
Agent shall have no obligation to request the delivery or to maintain copies
(except for such Compliance Certificates) of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the Loan
Parties or the Loan Party Representative with any such request for delivery, and
each Senior Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents.

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

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

            (a)   of the occurrence of any Default;

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

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

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

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

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

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

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

      SECTION 6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and
maintain, in full force and effect its (i) legal existence and (ii) good
standing under the Laws of the jurisdiction of its incorporation or
organization, except in a transaction permitted by Sections 7.04 or 7.05; (b)
take all reasonable action to maintain all Governmental Authorizations and all
material rights, privileges, permits, licenses, approvals and franchises in each
case which are necessary or desirable in the normal conduct of its business,
except in a transaction permitted by Sections 7.04 and 7.05; and (c) preserve or
renew all of its registered patents, trademarks, trade names and service marks,
the non-preservation or non-renewal of which could reasonably be expected to
have a Material Adverse Effect; provided, however, that no Loan Party shall be
required to preserve any Governmental Authorization or any material right,
privilege, permit, license, approval or franchise if the general partner, board
of managers, board of directors (or group performing a similar function) of such
Loan Party shall determine that the preservation thereof is no longer desirable
in the conduct of the business of such Loan Party and that the loss thereof is
not disadvantageous in any material respect to such Loan Party or the Senior
Lenders; provided, further, that no such determination shall excuse any breach
of the Loan Parties' obligations under any other provision of this Agreement or
any other Senior Loan Document if preservation of any such Governmental
Authorization, right, privilege, permit, license approval or franchise is
necessary to the compliance by the Loan Parties with the requirements thereof;
and provided

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further that any Loan Party shall be permitted to change its name on not less
than 30 days prior written notice to the Senior Administrative Agent.

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

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

            (b)   In case of any Casualty or Condemnation with respect to any
Property of any Consolidated Party or any part thereof with a book value in
excess of the Threshold Amount, promptly give written notice thereof to the
Senior Administrative Agent generally describing the nature and extent of such
damage, destruction or taking. In such event, the Borrowers shall, or shall
cause such Consolidated Party to, promptly repair, restore or replace the
Property of such Consolidated Party (or such part thereof), which was subject to
such Casualty or Condemnation, at such Consolidated Party's cost and expense,
whether or not the Insurance Proceeds or Condemnation Award, if any, received on
account of such event shall be sufficient for that purpose; provided, however,
that such Property need not be repaired, restored or replaced to the extent the
failure to make such repair, restoration or replacement (i)(A) is desirable to
the proper conduct of the business of such Consolidated Party in the ordinary
course and otherwise in the best interest of such Consolidated Party and (B)
would not materially impair the rights and benefits of the Senior Administrative
Agent or the Senior Secured Parties under the Senior Collateral Documents or any
other Senior Loan Document or (ii) is attributable to the application of the
Insurance Proceeds from such Casualty or the Condemnation Award from such
Condemnation to payment of the Senior Obligations in accordance with the
provisions of Section 2.05.

            (c)   In the event any Consolidated Party receives any Insurance
Proceeds, Condemnation Award or Net Cash Proceeds from any Disposition (other
than any Disposition permitted pursuant to Sections 7.05(b), (c) or (d)), the
Borrowers will promptly (1) pay over, or

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

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

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

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

                  (iii) after the occurrence and during the continuance of an
      Event of Default the Required Lenders shall have the right from time to
      time to require the Consolidated Parties to keep other insurance in such
      form and amount as the Senior Administrative Agent or the Required Lenders
      may reasonably request; provided that such insurance shall be obtainable
      on commercially reasonable terms; and provided further that the
      designation of any form, type or amount of insurance coverage by the
      Senior Administrative Agent or the Required Lenders under this Section
      6.07 shall in no event be deemed a representation, warranty or advice by
      the Senior Administrative Agent or the Senior Lenders that such insurance
      is adequate for the purposes of the business of the Consolidated Parties
      or the protection of their properties.

      SECTION 6.08 COMPLIANCE WITH LAWS, CONTRACTUAL OBLIGATIONS. Comply in all
material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property and all
Contractual Obligations to which it is a party, except in such instances in
which (a) such requirement of Law or order, writ, injunction or

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decree or Contractual Obligation is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith could
not be reasonably expected to have a Material Adverse Effect.

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

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

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

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

            (c)   In the case of any newly organized or Acquired Restricted
Subsidiary which is a Domestic Subsidiary, (i) cause such Person to execute and
deliver a Senior Joinder Agreement, (ii) deliver, and cause such Person to
deliver, to the Senior Administrative Agent documents of the types referred to
in clauses (iii), (iv), (v) (to the extent reasonably requested by the Senior
Administrative Agent), (x), (xi), (xii), (xiii), (xiv), (xv) and (xvii) of
Section 4.01(a), to the extent required by the Senior Administrative Agent, and
(iii) deliver a certificate of a

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Responsible Officer of the Loan Party Representative certifying supplements to
Schedules 5.08 and 5.12 and Schedule I to the Senior Pledge and Security
Agreement, setting forth the information contemplated by Sections 5.08 and 5.12
and Section 2.03(a) of the Senior Pledge and Security Agreement, all in form,
content and scope reasonably satisfactory to the Senior Administrative Agent;
and

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

      SECTION 6.12 FURTHER ASSURANCES WITH RESPECT TO ADDITIONAL COLLATERAL.

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

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

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

            (d)   In the case of any owned Real Property Asset with a fair
market value in excess of $1,000,000 acquired by a Loan Party after the Closing
Date (and at any time after an

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

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

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

      SECTION 6.15 ENVIRONMENTAL. (a) Upon the reasonable written request of the
Senior Administrative Agent following the occurrence of any event or the
discovery of any condition that the Senior Administrative Agent or the Required
Lenders reasonably believe has caused (or could be reasonably expected to cause)
the representations and warranties set forth in Section 5.13 to be untrue in any
material respect, furnish or cause to be furnished to the Senior Administrative
Agent, at the Borrowers' expense, a report of an environmental assessment of
reasonable scope, form and depth (including, where appropriate, invasive soil or
groundwater sampling) by a consultant reasonably acceptable to the Senior
Administrative Agent as to the nature and extent of the presence of Hazardous
Materials on any Subject Properties and as to the

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compliance by the Consolidated Parties with Environmental Laws at such Subject
Properties. If the Loan Party Representative on behalf of the Loan Parties fails
to deliver such an environmental report within 75 days after receipt of such
written request then the Senior Administrative Agent may arrange for the same,
and each of the Consolidated Parties hereby agrees that the Senior
Administrative Agent and its representatives may have access to the Subject
Properties to reasonably undertake such an assessment (including, where
appropriate, invasive soil or groundwater sampling). The reasonable cost of any
assessment arranged for by the Senior Administrative Agent pursuant to this
provision will be payable by the Borrowers on demand and added to the Senior
Obligations secured by the Senior Collateral Documents.

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

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

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

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

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

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

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                                  ARTICLE VII
                               NEGATIVE COVENANTS

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

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

            (a)   Liens pursuant to any Senior Loan Document, and subject to the
Intercreditor Agreement, Liens pursuant to any Second Lien Loan Document;

            (b)   Liens existing on the date hereof and listed on Schedule 7.01
and any renewals or extensions thereof; provided that (i) the property covered
thereby is not changed, (ii) the amount secured or benefited thereby is not
increased, (iii) the direct or any contingent obligor with respect thereto is
not changed, and (iv) any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b);

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

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

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

            (f)   easements, rights-of-way, restrictions, survey exceptions,
reservations, licenses and other similar encumbrances affecting real property of
any Loan Party or any of their Restricted Subsidiaries incurred in the ordinary
course of business which, in the aggregate, are not substantial in amount, and
which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the applicable Person;

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

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

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

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

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

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

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

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

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

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

      SECTION 7.02 INVESTMENTS. Make or hold any Investments in any Person,
except:

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

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

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certificates including accruals on such certificates made by such Senior Lender
in accordance with its bylaws and capital plan);

            (c)   Advances or loans to directors, officers and employees of any
Loan Party or in the ordinary course of business as presently conducted in a
principal amount not to exceed $2,500,000 in the aggregate at any one time
outstanding; provided, however that any such advances or loans to directors or
executive officers shall only be permitted to the extent allowable under
Sarbanes-Oxley;

            (d)   Investments by any Loan Party in the form of contributions to
capital or loans or advances (i) outstanding or made on the Closing Date in any
other Consolidated Party and (ii) made in any Consolidated Borrower Party at any
time after the Closing Date (or made in any other Consolidated Party for the
sole purpose of funding a substantially contemporaneous Investment in a
Consolidated Borrower Party by such other Consolidated Party); provided that (A)
immediately before and after giving effect thereto, no Default exists or would
result therefrom, (B) each item of intercompany Indebtedness shall be unsecured
and (C) each item of intercompany Indebtedness shall be evidenced by an
Intercompany Note which shall be pledged as security for the Senior Obligations
of the holder thereof under the Senior Loan Documents and delivered to the
Senior Administrative Agent pursuant to the terms of the Senior Collateral
Documents;

            (e)   Investments constituting (i) accounts receivable received and
other trade credit granted in the ordinary course of business; (ii) stock,
obligations or securities received in settlement of debts created in the
ordinary course of business or in satisfaction of judgments; (iii) prepaid
expenses, negotiable instruments held for collection and lease, and utility and
workers' compensation, performance and other similar deposits; (iv) deposits of
proceeds from sales and other dispositions permitted pursuant hereto with a
"qualified intermediary," "qualified trustee" or similar Person for purposes of
facilitating a "like-kind" exchange made in accordance with the applicable
provisions of the Code; and (v) Investments in connection with the bankruptcy or
reorganization of suppliers or customers and in settlement of delinquent
obligations of, and other disputes with, customers arising in the ordinary
course of business;

            (f)   Investments by any Consolidated Borrower Party that constitute
Permitted Acquisitions or Permitted Asset Exchanges;

            (g)   Investments by any Borrower in Swap Contracts permitted under
Section 7.03(e);

            (h)   Guarantees permitted by Section 7.03; and

            (i)   at any time that no Event of Default has occurred and is
continuing or would result, Holdings and its Restricted Subsidiaries may make
Investments in Foreign Restricted Subsidiaries, Unrestricted Subsidiaries and
other Persons primarily engaged in a telecommunications business during the term
of this Agreement which do not exceed in aggregate the sum of (A) $20,000,000;
provided, however, that such aggregate amount shall increase to not more than
$50,000,000 in respect of any Investment if immediately after giving effect to
such Investment the Consolidated Total Leverage Ratio is less than 4.75:1, plus
(B)

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Available Equity Proceeds (giving effect to any other application of Available
Equity Proceeds on the date of any such Investment).

      SECTION 7.03 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

            (a)   Indebtedness under the Senior Loan Documents;

            (b)   Indebtedness under the Second Lien Loan Documents in an
aggregate principal amount not to exceed $265,000,000 (minus the amount of any
Second Lien Loans as may be prepaid from time to time in compliance with this
Agreement, if any) at any time outstanding;

            (c)   Indebtedness under the Senior Subordinated Loan Documents in
an aggregate principal amount not to exceed $135,000,000 (minus the amount of
any Senior Subordinated Loans as may be prepaid from time to time in compliance
with this Agreement, if any) at any time outstanding;

            (d)   Guarantees of any Loan Party in respect of Indebtedness
otherwise permitted hereunder of any other Loan Party;

            (e)   obligations (contingent or otherwise) of any Borrower existing
or arising under any Swap Contract; provided that (i) such obligations are (or
were) entered into by such Person in the ordinary course of business for the
purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person,
or changes in the value of securities issued by such Person, and not for
purposes of speculation or taking a "market view"; provided, that, subject to
Section 6.14, the Loan Parties may enter into fixed-to-floating Swap Contracts
as a part of a program to reduce aggregate Consolidated Interest Charges, and
(ii) such Swap Contract does not contain any provision exonerating the
non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party;

            (f)   purchase money Indebtedness of the Loan Parties including
Capitalized Leases or Off-Balance Sheet Obligations; provided, however, that (i)
the total aggregate amount of all such Indebtedness at any one time outstanding
for the Loan Parties taken together, together with the aggregate amount of
Indebtedness under Section 7.03(g) shall not exceed $25,000,000, (ii) such
Indebtedness, when incurred, shall not exceed 100% of the cost or fair market
value, whichever is lower, of the Property being acquired on the date of
acquisition, (iii) such Indebtedness is created and any Lien attaches to such
Property concurrently with or within 90 days of the acquisition thereof, and
(iv) such Lien does not at any time encumber any Property other than the
Property financed by such Indebtedness;

            (g)   Indebtedness secured by Liens permitted pursuant to Section
7.01(j) and other unsecured Indebtedness in an aggregate amount at any one time
outstanding for the Loan Parties taken together, together with the aggregate
amount of Indebtedness under Section 7.03(f) shall not exceed $25,000,000;

            (h)   intercompany Indebtedness permitted under Section 7.02(d);

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            (i)   Permitted Additional Subordinated Debt in the following
aggregate principal amounts:

                  (i)   up to $50,000,000 principal amount of Permitted
      Additional Subordinated Debt may be incurred by the Loan Parties if the
      Net Cash Proceeds thereof are used to finance a Permitted Acquisition
      within 90 days of such Debt Issuance;

                  (ii)  up to $50,000,000 principal amount of Permitted
      Additional Subordinated Debt may be incurred by the Loan Parties if the
      Net Cash Proceeds thereof are used to finance Capital Expenditures,
      working capital uses or any other uses (including to finance Permitted
      Acquisitions) permitted under this Agreement;

                  (iii) Permitted Additional Subordinated Debt may be incurred
      by the Loan Parties if the Net Cash Proceeds thereof are used to prepay
      Senior Loans pursuant to Section 2.05(b)(iii); and

                  (iv)  Permitted Additional Subordinated Debt may be incurred
      by the Loan Parties to refinance any Permitted Additional Subordinated
      Debt previously incurred under this Section 7.03(i);

            (j)   Indebtedness incurred under Cash Management Services
Agreements in the ordinary course of business; and

            (k)   unsecured Indebtedness to finance insurance premiums in an
aggregate principal amount not to exceed $5,000,000 at any time outstanding.

      SECTION 7.04 FUNDAMENTAL CHANGES AND ACQUISITIONS.

            (a)   Merge, dissolve, liquidate, consolidate with or into another
Person, or Dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:

                  (i)   each Consolidated Borrower Party may merge with or
      consolidate with any other Consolidated Borrower Party;

                  (ii)  any Consolidated Borrower Party may be party to a
      transaction of merger or consolidation with any other Person in connection
      with a Permitted Acquisition of such Person; provided that (A) the
      continuing or Surviving Person shall be a Consolidated Borrower Party and
      (B) if such Consolidated Borrower Party is not the continuing or surviving
      Person, such continuing or surviving Person shall be a Consolidated
      Borrower Party and shall have complied with the terms of Sections 6.11 and
      6.12;

                  (iii) in connection with a Permitted Restructuring
      Transaction, Holdings, Southwest and/or Southwest II may merge or
      consolidate with the Surviving Parent, any Additional Intermediate Holding
      Company a party to such Permitted Restructuring Transaction, or any of
      Holdings, Southwest or Southwest II; provided that

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      (A) in connection with any such Restructuring Transaction the Surviving
      Parent and any such Intermediate Holding Company enter into a Senior
      Joinder Agreement and agree to the terms of this Agreement as a Guarantor
      hereunder; (B) no Change of Control shall have occurred and be continuing
      or would result; and (C) no other Event of Default shall have occurred and
      be continuing or would result; and

                  (iv)  a Restricted Subsidiary of Holdings may enter into a
      transaction of merger or consolidation in connection with a Disposition
      permitted under Section 7.05 (d), (e) or (f).

            (b)   Permit any Loan Party to make any Acquisition, unless:

                  (i)   in the case of an acquisition of Equity Interests of
      another Person, after giving effect to such acquisition,

                        (A)   if the Acquisition is not of a controlling
            interest in the subject Person such that after giving effect thereto
            the subject Person will not be a Subsidiary, then only if such
            Acquisition would be permitted as an Investment under Section 7.02;
            and

                        (B)   if the Acquisition is of a controlling interest in
            the subject Person such that after giving effect thereto the subject
            Person will be a Subsidiary, then only if such Acquisition
            constitutes a Permitted Acquisition or a Permitted Asset Exchange;
            and

                  (ii)  in the case of an Acquisition of all or any substantial
      portion of the Property (other than Equity Interests) of another Person,
      then only if such Acquisition will constitute a Permitted Acquisition or
      Permitted Asset Exchanges.

      SECTION 7.05 DISPOSITIONS. Make any Disposition (other than any Casualty
or Condemnation) or enter into any agreement to make any Disposition, except:

            (a)   Dispositions of obsolete or worn out property, whether now
owned or hereafter acquired for cash or for credit against the purchase price of
similar or replacement property, in an aggregate amount not to exceed
$10,000,000 in any fiscal year of Holdings;

            (b)   Dispositions of inventory in the ordinary course of business;

            (c)   Dispositions of property by a Borrower or a Subsidiary of a
Borrower (i) to any Borrower or any Restricted Subsidiary of a Borrower, and
(ii) as an Investment in any other Person to the extent permitted pursuant to
Section 7.02(i); and Dispositions permitted by Section 7.04(a)(i), (ii) or
(iii);

            (d)   Permitted Asset Exchanges;

            (e)   Dispositions by any Loan Party of all its Equity Interests in
a Wireless Partnership; and

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            (f)   other Dispositions for cash not to exceed $30,000,000 in any
calendar year or $85,000,000 in the aggregate;

provided, however, that any Disposition pursuant to subsections (a), (b), (d),
(e) and (f) shall be for fair market value.

      SECTION 7.06 RESTRICTED PAYMENTS. Declare or make any Restricted Payment,
or incur any obligation contingent or otherwise to do so except that:

            (a)   any Consolidated Party may declare and pay dividends and
distributions payable solely in common stock or other common Equity Interests of
such Consolidated Party;

            (b)   any Consolidated Party may make Restricted Payments to any
other Consolidated Borrower Party;

            (c)   at any time that no Event of Default has occurred and is
continuing or would result, any Consolidated Party may make Restricted Payments
directly or indirectly (through another Consolidated Party) to Holdings in the
aggregate amount of, and Holdings shall use the proceeds of such Restricted
Payments to pay, actual advisory, monitoring and management fees pursuant to
Holdings' Organization Documents, and administrative and other miscellaneous
expenses incurred by Holdings in the ordinary course in accordance with Section
7.13(b) in an aggregate amount not to exceed $2,000,000 during any fiscal year
of Holdings (in the case of the fiscal year of Holdings ending December 31,
2004, such annual amount permitted hereunder shall be reduced by the amount of
any such payments made during such fiscal year but prior to the Closing Date);

            (d)   (i)   the Consolidated Borrower Parties may make Restricted
Payments, directly or indirectly through other Consolidated Parties, to any
other Consolidated Borrower Party for the purpose of paying Taxes owed by such
Consolidated Borrower Party, excluding for this purpose any Taxes attributable
to the income of Unrestricted Subsidiaries;

                  (ii)  the Restricted Subsidiaries of Southwest II may make
      Restricted Payments, directly or indirectly through other Consolidated
      Parties, to Southwest II in an amount not to exceed, and to be used solely
      for the immediate payment of, any actual Taxes (including estimated Taxes
      but not any other anticipated Taxes) of Southwest II and all members of
      the consolidated group including Southwest II for such period that are due
      and payable to any taxing authority, excluding for this purpose any Taxes
      attributable to the income of Unrestricted Subsidiaries;

                  (iii) Southwest II and its Restricted Subsidiaries may make
      Restricted Payments, directly or indirectly through other Consolidated
      Parties, to the Surviving Parent (on or after any date on which it becomes
      a Loan Party) in an amount not to exceed, and to be used solely for the
      immediate payment of, any actual Taxes (including estimated Taxes but not
      any other anticipated Taxes) of Surviving Parent and all members of the
      consolidated group including the Surviving Parent for such period that are
      due and payable to any taxing authority, excluding for this purpose any
      Taxes attributable to the income of (A) any Restricted Subsidiary of the
      Surviving Parent other than Southwest II and its Restricted Subsidiaries
      and (B) Unrestricted Subsidiaries;

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                  (iv)  during any tax period prior to, or in which occurs, a
      Permitted Restructuring Transaction, Holdings, Southwest and its
      Restricted Subsidiaries may make Restricted Payments, directly or
      indirectly through other Consolidated Parties, to Holdings or Southwest's
      or Holding's members for the purposes of paying Taxes in an amount not to
      exceed a notional amount for such period equal to the product of (A) the
      net taxable income of Southwest and its Restricted Subsidiaries for such
      period, reduced by net operating losses of Southwest and its Restricted
      Subsidiaries in excess of taxable income for all prior periods, assuming
      that since its inception Southwest's sole assets were and are the Equity
      Interests in Enterprises and its Restricted Subsidiaries and Southwest had
      realized no tax items other than through Enterprises and its Restricted
      Subsidiaries, multiplied by (B) an assumed tax rate for such purposes
      equal to the highest combined federal, state and local income tax rate
      applicable to a resident of New York City at the time of the applicable
      tax period (assuming the full deductibility for U.S. federal income tax
      purposes of any state and local income taxes), excluding for this purpose
      any Taxes on income that is attributable to Unrestricted Subsidiaries;

                  (v)   during any tax period after a Permitted Restructuring
      Transaction, Southwest and its Restricted Subsidiaries may make Restricted
      Payments, directly or indirectly through other Consolidated Parties, to
      the Surviving Parent (on or after any date on which it becomes a Loan
      Party) in an amount not to exceed, and to be used solely for the immediate
      payment of, any actual Taxes (including estimated Taxes but not any other
      anticipated Taxes) of Surviving Parent and all members of the consolidated
      group including the Surviving Parent for such period that are due and
      payable to any taxing authority, excluding for this purpose any Taxes on
      income that is attributable to or allocable from (A) any Restricted
      Subsidiary of the Surviving Parent other than Southwest and its Restricted
      Subsidiaries and (B) Unrestricted Subsidiaries; and

                  (vi)  during any tax year, the Consolidated Borrower Parties
      may make Restricted Payments, directly or indirectly through other
      Consolidated Parties, to each Restricted Subsidiary of the Surviving
      Parent, in an amount not to exceed, and to be used solely for the
      immediate payment of, any actual state and local Taxes of such Restricted
      Subsidiary, excluding for this purpose any Taxes attributable to any
      Unrestricted Subsidiary, only if the Loan Parties would not be permitted
      to make such a Restricted Payment to fund the payment of such Taxes
      pursuant to clause (ii), (iii), (iv) or (v) above;

provided, however, that no Restricted Payment pursuant to this Section
7.06(d)(ii), (iii), (iv) or (v) may be paid by any Consolidated Borrower Party
until 5 days after receipt by the Senior Administrative Agent of a certificate
of a Responsible Officer of the Loan Party Representative in form and substance
reasonably acceptable to the Senior Administrative Agent demonstrating
compliance with the foregoing provisions (such payments, "Permitted Tax
Distributions");

                  (e)   the Consolidated Parties may make the Restricted
Payments on the Closing Date as a part of the Transaction in an amount not to
exceed the amount specified in the definition thereof; and

                  (f)   at any time that no Event of Default has occurred and is
continuing or would result, Holdings and its Restricted Subsidiaries may
purchase, redeem or otherwise

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acquire or retire Equity Interests held by current or former employees in an
aggregate amount not to exceed $15,000,000 during the term of this Agreement.

      SECTION 7.07 AMENDMENT, ETC. OF MATERIAL DOCUMENTS AND PAYMENTS IN RESPECT
OF INDEBTEDNESS.

            (a)   After the issuance or incurrence thereof, amend, restate,
supplement or otherwise modify (or permit the amendment, restatement, supplement
or modification of (including any waivers of or any agreement to forebear from
exercising any rights under)) the terms of any Indebtedness in a principal
amount (individually or, with respect to Indebtedness due to the same lender or
group of lenders in a series of related transactions, in the aggregate) in
excess of the Threshold Amount (including, without limitation, pursuant to any
agreement or agreements pursuant to which such Indebtedness may be refinanced,
restructured, renewed, extended, refunded or replaced (such agreement or
agreements being "Refinancing Agreements") but, in any case, excluding
Indebtedness under this Agreement and the other Senior Loan Documents) unless:

                  (i)   such documents, as so amended, restated, supplemented or
      otherwise modified (including, in connection with any such waiver or
      forbearance) or such Refinancing Agreements:

                        (A)   contain only terms which (1) extend the date or
            reduce the amount of any required repayment, prepayment or
            redemption of the principal of such Indebtedness, (2) reduce the
            rate or extend the date for payment of the interest, premium (if
            any) or fees payable on such Indebtedness; provided, however, that
            if during the period from the Closing Date to the date of any
            proposed change to the definition of "Applicable Rate" under the
            Second Lien Loan Agreement the Applicable Rate hereunder on Tranche
            B Term Loans has been increased, then the Applicable Rate under the
            Second Lien Loan Agreement may also be increased by an aggregate
            amount not to exceed the aggregate increase to the Applicable Rate
            hereunder during such period, (3) make the covenants, events of
            default or remedies relating to such Indebtedness, taken as a whole,
            less restrictive on the Loan Parties or (4) otherwise contain terms
            (including, in the case of the Senior Subordinated Loan Documents
            and any Permitted Additional Subordinated Debt Documents, the
            subordination provisions thereof) which, taken as a whole, are as or
            more favorable to the interests of the Loan Parties, the Senior
            Lenders and the L/C Issuer than those in effect before giving effect
            to such amendment, restatement, supplement, modification or waiver
            or such Refinancing Agreements; and

                        (B)   in the case of (1) any Second Lien Obligations,
            such documents, as so amended, supplemented or otherwise modified,
            or such Refinancing Agreements, shall be subject to, and consistent
            with, the requirements of the Intercreditor Agreement; and (2) any
            Second Lien Obligations or any Senior Subordinated Obligations, such
            documents as so amended, supplemented or otherwise modified, or such
            Refinancing Agreements, shall

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            continue to contain definitions for defined terms which are defined
            in this Agreement and in the other Senior Loan Documents by
            reference to such terms;

                        (ii)  no Default shall have occurred and be continuing
            or would result; and

                        (iii) the Loan Party Representative shall have delivered
            copies of any such amendment, restatement, supplement or other
            modification or such Refinancing Agreements, together with a
            certificate of a Responsible Officer of the Loan Party
            Representative comparing the material terms and conditions of such
            documents, as so amended, supplemented or otherwise modified, or
            such Refinancing Agreement to the comparable terms thereof
            immediately before giving effect to such amendment, restatement,
            supplement or other modification or such Refinancing Agreements
            (based on the review of all such documents by the Loan Party
            Representative without the necessity of obtaining any third-party
            review of such documents) and certifying that the foregoing
            conditions are satisfied.

            (b)   Cancel or terminate any Material Document or consent to or
accept any cancellation or termination thereof by any Consolidated Party, amend
or modify (or permit the amendment or modification of (including any waivers
of)), any Material Document (other than amendments or modifications of the terms
of Indebtedness permitted under Section 7.07(a) or Organization Documents
permitted under Section 7.07(c)), waive any default under or breach any Material
Document, or take any other action in connection with any Material Document,
unless, in each case, any such cancellation, termination, amendment or
modification, or consent, waiver or approval thereunder, is not adverse in any
material respect to the Consolidated Parties or the Senior Lenders.

            (c)   Amend their Organization Documents, unless, in each case, any
such amendment is not adverse in any material respect to the Senior Lenders.
Notwithstanding the foregoing, any Consolidated Party may amend or modify its
Organization Documents to change its name or form of legal organization so long
as it shall have given the Senior Administrative Agent thirty days prior written
notice of such change.

            (d)   Make any payment in contravention of the terms of any
subordination with respect to any Indebtedness; or permit any Indebtedness
(other than the Senior Obligations and the Second Lien Obligations) to
constitute "Designated Senior Indebtedness" (or any similar term) under the
subordination provisions of the Senior Subordinated Loan Documents or any
Permitted Additional Subordinated Debt Documents.

            (e)   Make any prepayment, redemption, defeasance or acquisition for
value prior to stated maturity (including, without limitation, by way of
depositing money or securities with the trustee with respect thereto before due
for the purpose of paying when due), refund, refinance or exchange any
Indebtedness or make any other voluntary or optional payment of Indebtedness
(other than the refinancing of Indebtedness as a part of the Transaction), other
than:

                  (i)   the Indebtedness under the Senior Loan Documents;

                  (ii)  intercompany Indebtedness permitted hereunder;

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                  (iii) the Loan Parties may refund, refinance or exchange:

                        (A)   any Second Lien Obligations pursuant to applicable
            Refinancing Agreements which comply with the requirements of clause
            (a) of this Section 7.07;

                        (B)   any Senior Subordinated Obligations pursuant to
            applicable Refinancing Agreements which comply with the requirements
            of clause (a) of this Section 7.07;

                        (C)   any of the Indebtedness permitted pursuant to
            Section 7.03(f) and (g) with other Indebtedness permitted
            thereunder; and

                        (D)   any Permitted Additional Subordinated Debt with
            the proceeds of other Permitted Additional Subordinated Debt.

      SECTION 7.08 CHANGE IN NATURE OF BUSINESS. Conduct any business other than
a telecommunications business.

      SECTION 7.09 TRANSACTIONS WITH AFFILIATES. Engage in any transaction or
series of transactions with (a) any Subsidiary or Affiliate of any Consolidated
Party, (b) any Affiliate of any such Subsidiary or Affiliate or (c) the Sponsors
or any of their respective officers, directors, holders of Equity Interests,
Subsidiaries or Affiliates, other than (i) transactions with Holdings or any of
its Restricted Subsidiaries, (ii) transactions listed on Schedule 5.16 or
expressly permitted by Sections 7.02, 7.03, 7.04, 7.05 and 7.06; and (iii) so
long as no Default has occurred and is continuing, other transactions which are
engaged in by any Consolidated Party (other than Holdings) on terms and
conditions as favorable to such Person as would be obtainable by it in a
comparable arms-length transaction with an independent, unrelated third party.

      SECTION 7.10 LIMITATIONS ON RESTRICTED ACTIONS. Enter into or create or
otherwise cause to exist or become effective any agreement or arrangement that:
(a) limits the ability of any Consolidated Party (i) to make Restricted Payments
to any Loan Party, (ii) to act as a guarantor pursuant to the Senior Loan
Documents or (iii) to create, incur, assume or suffer to exist Liens on its
property to secure the Senior Obligations; provided, however, that this clause
(iii) shall not prohibit any negative pledge incurred or provided in favor of
(A) any holder of Indebtedness permitted under Section 7.03(f) (solely to the
extent any such negative pledge relates to the property financed by such
Indebtedness) or Section 7.03(g) (solely to the extent such negative pledge
relates to property subject to a Lien permitted pursuant to Section 7.01(j)),
(B) any encumbrance or restriction that restricts in a customary manner the
subletting, assignment or transfer of any property or asset that is subject to a
lease, license or other contract or the assignment, encumbrance or hypothecation
of such lease, license or other contract, (C) any limitation or restriction
contained in any Permitted Lien to the extent such limitation or restriction
restricts the transfer of the property subject to such Permitted Lien, (D) any
restriction imposed pursuant to an agreement entered into in connection with a
sale or other disposition permitted pursuant hereto pending the closing of such
sale or other disposition, (E) any restriction imposed in any Contractual
Obligation in effect on the Closing Date relating to the Wireless Partnerships,
(F) any restriction in the Intercreditor Agreement or any other Transaction

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<PAGE>

Document, (G) any provision of the SCC's or any non-voting participation
certificate of a Senior Lender identified on Schedule 5.08 or (H) any
restrictions imposed in any Governmental Authorization; or (b) requires the
grant of a Lien to secure an obligation of such Person if a Lien is granted to
secure another obligation of such Person (except as provided in the
Intercreditor Agreement).

      SECTION 7.11 SALE-LEASEBACKS; OFF-BALANCE SHEET OBLIGATION. Enter into any
Sale and Leaseback Transaction or Off-Balance Sheet Obligation, unless such Sale
and Leaseback Transaction or Off-Balance Sheet Obligation constitutes
Indebtedness permitted by Section 7.03(f).

      SECTION 7.12 USE OF PROCEEDS. Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation
U of the FRB) in violation of Regulation U or to extend credit to others for the
purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose.

      SECTION 7.13 OWNERSHIP OF SUBSIDIARIES AND OTHER RESTRICTIONS.

            (a)   Notwithstanding any other provision of this Agreement, (i)
permit any Person (other than a Borrower or any wholly-owned Restricted
Subsidiary of a Borrower) to own any Equity Interests of any Restricted
Subsidiary of a Borrower, (ii) permit any Restricted Subsidiary of a Borrower to
issue Equity Interests to any Person, except a Borrower or any wholly-owned
Restricted Subsidiary of a Borrower, (iii) permit a Borrower or any Restricted
Subsidiary of a Borrower to issue any shares of preferred Equity Interests or
(iv) permit, create, incur, assume or suffer to exist any first priority Lien on
any Equity Interests of any Consolidated Party (other than the Equity Interests
of Holdings) (other than the Lien of the Senior Collateral Documents and,
subject to the Intercreditor Agreement, the Lien of the Second Lien Collateral
Documents) or any other Lien on any Equity Interests of a Consolidated Party
(other than the Equity Interests of Holdings) (other than Permitted Liens).

            (b)   In the case of Holdings and each of its Restricted
Subsidiaries (other than any Consolidated Borrower Party or any Restricted
Subsidiary of a Consolidated Borrower Party), including, without limitation,
Southwest, Southwest II and, after any permitted Restructuring Transaction, the
Surviving Parent and any Additional Intermediate Holding Company (i) hold any
assets other than the Equity Interests of its Restricted Subsidiaries on the
Closing Date (or another Restricted Subsidiary in existence on the Closing Date
or, in the case of Southwest II, Equity Interests in Southwest) and Unrestricted
Subsidiaries, (ii) have any material liabilities other than (A) liabilities
under the Senior Loan Documents, the Second Lien Loan Documents, the Senior
Subordinated Loan Documents and any Permitted Additional Subordinated Debt
Documents, (B) tax liabilities, and (C) liabilities for advisory, monitoring and
management fees pursuant to Holdings' Organization Documents, or (iii) engage in
any business or activity other than (A) consummation of the Transactions by
Holdings or by such Restricted Subsidiary contemplated in the Transaction
Documents, (B) owning all the Equity Interests of its Restricted Subsidiaries
which it owned on the Closing Date (or another Restricted Subsidiary in
existence on the Closing Date) and any Unrestricted Subsidiaries which Holdings
or such Restricted Subsidiary may organize or Acquire after the Closing Date and
activities incidental or

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<PAGE>

related thereto or activities related to the maintenance of the corporate
existence of Holdings or such Restricted Subsidiary, or compliance with
applicable Law, and (C) performing its obligations under the Senior Loan
Documents, the Second Lien Loan Documents, the Subordinated Loan Documents and
any Permitted Additional Subordinated Debt Documents and consummating a
Permitted Restructuring Transaction pursuant to the Senior Collateral Documents
to which it is a party.

      SECTION 7.14 UNRESTRICTED SUBSIDIARIES.

            (a)   Designate a newly organized or Acquired Subsidiary as an
Unrestricted Subsidiary unless:

                  (i)   all Indebtedness of, or Equity Interests in, any
      Consolidated Party which are owned by such Subsidiary (or any of its
      Subsidiaries) have been assigned to a Consolidated Party;

                  (ii)  the requirements of Sections 6.11 have been met; and

                  (iii) no Default shall have occurred and be continuing at the
      time of or after giving effect to such Designation.

            (b)   Do any of the following:

                  (i)   Provide a Guarantee of any Indebtedness of any
      Unrestricted Subsidiary;

                  (ii)  be otherwise directly or indirectly liable for any
      Indebtedness of any Unrestricted Subsidiary;

                  (iii) be directly or indirectly liable for any other
      Indebtedness which provides that the holder thereof may (upon notice,
      lapse of time or both) declare a default thereon (or cause such
      Indebtedness or the payment thereof to be accelerated, payable or subject
      to repurchase prior to its final scheduled maturity) upon the occurrence
      of a default with respect to any Indebtedness of an Unrestricted
      Subsidiary;

                  (iv)  become a general partner of any Unrestricted Subsidiary
      or otherwise become personally liable for the obligations of an
      Unrestricted Subsidiary;

                  (v)   permit any material portion of any business conducted by
      any Unrestricted Subsidiary to be a business which is not directly or
      indirectly related to a telecommunications business;

                  (vi)  permit any of its Unrestricted Subsidiaries to Guarantee
      any Indebtedness of a Loan Party (other than any Indebtedness under this
      Agreement and the other Senior Loan Documents), unless such Unrestricted
      Subsidiary shall have also executed and delivered to the Senior
      Administrative Agent an unsubordinated Guarantee of the Senior Obligations
      of the Loan Parties under the Senior Loan Documents which

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<PAGE>

      Guarantee shall be secured by a security interest on substantially all of
      the material assets of such Unrestricted Subsidiary;

                  (vii) permit any of its Unrestricted Subsidiaries to acquire
      any Indebtedness of any Consolidated Party (including, without limitation,
      by way of depositing money or securities with the agent or trustee thereto
      before due for the purpose of paying when due); or

                  (viii) permit any of its Unrestricted Subsidiaries to enter
      into a transaction or a series of related transactions with a Restricted
      Subsidiary that would be prohibited hereunder if entered into directly by
      a Restricted Subsidiary.

      SECTION 7.15 FISCAL YEAR. Change their fiscal years.

      SECTION 7.16 PARTNERSHIPS, ETC. Become general partners or limited
partners or joint venturers with any Person other than a wholly-owned domestic
Restricted Subsidiary, except pursuant to an Investment permitted pursuant to
Sections 7.02(b) and 7.02(i).

      SECTION 7.17 SALES OF RECEIVABLES. Dispose of any of their notes or
accounts receivable, except for Dispositions of defaulted accounts.

      SECTION 7.18 FINANCIAL COVENANTS.

            (a)   Minimum Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any measurement period of four fiscal
quarters of Holdings ending during any period set forth below to be less than
the ratio set forth for such period:

<TABLE>
<CAPTION>
                    Period                     Ratio
                    ------                     ------
<S>                                            <C>
Closing Date to end of fiscal quarter ending   1.80:1
June 30, 2006;

July 1, 2006, to end of fiscal quarter ending  1.90:1
September 30, 2007;

October 1, 2007, to end of fiscal quarter      2.00:1
ending December 31, 2007;

January 1, 2008, to end of fiscal quarter      2.10:1
ending December 31, 2008; and

Thereafter                                     2.20:1
</TABLE>

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<PAGE>

            (b)   Maximum Consolidated First Lien Leverage Ratio. Permit the
Consolidated First Lien Leverage Ratio on any date during any period set forth
below to exceed the ratio set forth for such period:

<TABLE>
<CAPTION>
                    Period                     Ratio
                    ------                     ------
<S>                                            <C>
Closing Date to end of fiscal quarter ending   4.75:1
March 31, 2006;

April 1, 2006, to end of fiscal quarter ending 4.50:1
December 31, 2006;

January 1, 2007, to end of fiscal quarter      4.25:1
ending September 30, 2007;

October 1, 2007, to end of fiscal quarter      4.00:1
ending December 31, 2007;

January 1, 2008, to end of fiscal quarter      3.75:1
ending December 31, 2008;

January 1, 2009, to end of fiscal quarter      3.50:1
ending December 31, 2009; and

Thereafter                                     3.00:1
</TABLE>

            (c)   Maximum Consolidated Total Leverage Ratio. Permit the
Consolidated Total Leverage Ratio on any date during any period set forth below
to exceed the ratio set forth for such period:

<TABLE>
<CAPTION>
                    Period                     Ratio
                    ------                     ------
<S>                                            <C>
Closing Date to end of fiscal quarter ending   6.25:1
March 31, 2006;

April 1, 2006, to end of fiscal quarter ending 6.00:1
December 31, 2006;

January 1, 2007, to end of fiscal quarter      5.75:1
ending September 30, 2007;

October 1, 2007, to end of fiscal quarter      5.50:1
ending December 31, 2007;

January 1, 2008, to end of fiscal quarter      5.25:1
ending December 31, 2008;
</TABLE>

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<PAGE>

<TABLE>
<S>                                            <C>
January 1, 2009, to end of fiscal quarter      5.00:1
ending December 31, 2009; and

Thereafter                                     4.50:1
</TABLE>

            (d)   Maximum Capital Expenditures. Not make any Consolidated
Capital Expenditures during any fiscal year of Holdings which are not financed
with Available Equity Proceeds that would cause the aggregate of all such
Consolidated Capital Expenditures for such fiscal year (including the fiscal
year ending December 31, 2004) to exceed the sum of (i) $95,000,000 (the
"Permitted Annual Amount") plus (ii) the amount by which the Permitted Annual
Amount exceeds all such Consolidated Capital Expenditures made during the fiscal
year of Holdings immediately preceding such fiscal year.

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES

      SECTION 8.01 EVENTS OF DEFAULT. Any of the following shall constitute an
Event of Default:

            (a)   Non-Payment. The Borrowers or any other Loan Party shall fail
to pay (i) when and as required to be paid herein, any amount of principal of
any Senior Loan or any L/C Obligation, or (ii) within three Business Days after
the same becomes due, any interest on any Senior Loan or on any L/C Obligation,
or any commitment or other fee due hereunder, or (iii) within five Business Days
after the same becomes due, any other amount payable hereunder or under any
other Senior Loan Document; or

            (b)   Specific Covenants. Any Loan Party fails to perform or observe
any term, covenant or agreement contained in (i) any of Section 6.03(a),
6.05(a)(i), 6.07(a), 6.10, 6.13, 6.14, or Article VII or (ii) any of Section
6.01, 6.02(a)-(f), 6.03(b)-(e), 6.11 or 6.12 and any such failure in this clause
(ii) continues for five Business Days; or

            (c)   Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Senior Loan Document on its part to be performed or observed
and such failure continues for 30 days after the earlier of the date on which
(i) a Responsible Officer of any of the Loan Parties first becomes aware of such
failure and (ii) written notice thereof shall have been given to such Loan Party
or the Loan Party Representative by the Senior Administrative Agent or any
Senior Lender; provided, however, that if any such failure to perform or observe
any covenant in any Senior Mortgage is capable of being cured and on or prior to
such 30 day period after so obtaining knowledge or notice thereof the Loan
Parties have commenced commercially reasonable activities to effect such cure
and have delivered to the Senior Administrative Agent a certificate of a
Responsible Officer of the Loan Party Representative describing such activities,
then such 30 day period shall automatically be extended for a single additional
30 day period; or

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<PAGE>

            (d)   Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of any
Loan Party herein, in any other Senior Loan Document, or in any Compliance
Certificate, Certificate of a Responsible Officer, Request for Credit Extension
or similar certificate delivered by a Responsible Officer pursuant to the terms
hereof or thereof shall be incorrect or misleading in any material respect when
made or deemed made; or

            (e)   Cross-Default. (i) Any Consolidated Party (A) fails to make
any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
an aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than the Threshold Amount and such failure shall
continue after the expiration of any applicable grace period specified in the
agreements or instruments relating to such Indebtedness, or (B) fails to observe
or perform any other agreement or condition relating to any such Indebtedness or
Guarantee or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries), to cause,
with the giving of notice if required, such Indebtedness to be demanded or to
become due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event
of default under such Swap Contract as to which any Consolidated Party is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event
(as defined in such Swap Contract) under such Swap Contract as to which any
Consolidated Party is an Affected Party (as defined in such Swap Contract) and,
in either event, the Swap Termination Value owed by such Consolidated Party as a
result thereof is greater than the Threshold Amount; or

            (f)   Insolvency Proceedings, Etc. Any Consolidated Party (i)
institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors or (ii) applies
for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

            (g)   Inability to Pay Debts; Attachment. (i) Any Consolidated Party
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or execution
or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within
30 days after its issue or levy; or

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<PAGE>

            (h)   Judgments. There is entered against any Consolidated Party (i)
a final judgment or order for the payment of money in an aggregate amount
exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor
upon such judgment or order, or (B) there is a period of thirty consecutive days
during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or

            (i)   ERISA. (i) An ERISA Event occurs with respect to a Pension
Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of Holdings under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) Holdings or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of the Threshold Amount; or

            (j)   Invalidity of Senior Loan Documents. Any Senior Loan Document
(other than a Senior Mortgage) or any Senior Mortgage or Senior Mortgages with
respect to Mortgaged Property with a fair market value in excess of $1,000,000,
at any time after its execution and delivery and for any reason other than as
expressly permitted hereunder or thereunder or satisfaction in full of all the
Senior Obligations, ceases to be in full force and effect and, in the case of
any such deficiency in any such Senior Mortgage which is capable of being cured
within 30 days, such deficiency shall continue for 30 days after the earlier of
the date on which (i) a Responsible Officer of any of the Loan Parties first
becomes aware of such deficiency and (ii) written notice thereof shall have been
given to the Loan Party Representative by the Senior Administrative Agent or any
Senior Lender; or any Loan Party contests in writing in any manner the validity
or enforceability of any provision of any Senior Loan Document; or any Loan
Party contests in writing in any manner the validity, perfection or priority of
any Lien on or security interest in the Collateral purported to be covered by
any Senior Collateral Document; or any Loan Party denies in writing that it has
any or further liability or obligation under any provision of any Senior Loan
Document, or purports to revoke, terminate or rescind any provision of any
Senior Loan Document, or in the case of any Lien granted pursuant to any
Collateral Document (including any Lien granted after the Closing Date in
accordance with Sections 6.11, 6.12 and 6.17) in favor of the Senior
Administrative Agent in any material item, items or portion of the Collateral,
such Lien is declared by a court of competent jurisdiction to be null and void,
invalid or unenforceable in any respect or ceases to have the priority purported
to be granted under such Collateral Document (except pursuant to a transaction
expressly permitted under this Agreement) and, solely in the case of such a
defect in priority, if such priority defect is capable of being cured, such
defect remains uncured for ten days after a Responsible Officer of a Loan Party
shall have been notified or otherwise obtained knowledge of such defect; or

            (k)   Senior Guaranty. The Senior Guaranty given by any Guarantor
hereunder (including any Person that becomes a Guarantor after the Closing Date
in accordance with Section 6.11) shall cease to be in full force and effect
(except pursuant to a transaction expressly permitted under this Agreement), or
any Guarantor (including any Person that becomes a Guarantor after the Closing
Date in accordance with Section 6.11) or any Person acting by or on

                                      130
<PAGE>

behalf of such Guarantor shall deny or disaffirm in writing such Guarantor's
obligations under the Senior Guaranty; or

            (l)   Change of Control. There occurs any Change of Control; or

            (m)   Material Adverse Effect. Any FCC License or PUC Authorization
of any Loan Party shall expire or terminate or be revoked or otherwise lost
which in any case could reasonably be expected to have a Material Adverse
Effect; or

            (n)   Invalidity of Subordination. The subordination provisions of
any Senior Subordinated Loan Document or any Permitted Additional Subordinated
Debt Document, at any time after the execution and delivery thereof, for any
reason other than satisfaction in full in cash of the Senior Obligations, cease
to be in full force and effect; or any Loan Party contests in writing in any
manner the validity or enforceability of any such provision.

      SECTION 8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default
occurs and is continuing, the Senior Administrative Agent shall, at the request
of, or may, with the consent of, the Required Lenders (or, in the case of
actions described under clauses (a) and (b) below, the Required Revolving
Lenders), take any or all of the following actions:

            (a)   declare the Commitments of each Senior Lender to make Senior
Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be
terminated, whereupon such Commitments and obligation shall be terminated;

            (b)   require that the Borrowers Cash Collateralize the L/C
Obligations (in an amount equal to the then Outstanding Amount thereof);

            (c)   declare the unpaid principal amount of all outstanding Senior
Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Senior Loan Document to be immediately due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Loan Parties; and

            (d)   exercise on behalf of itself and the Senior Lenders all rights
and remedies available to it and the Senior Lenders under the Senior Loan
Documents, including, without limitation, all rights and remedies existing under
the Senior Collateral Documents and all rights and remedies against any
Guarantor;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Consolidated Party under the Bankruptcy
Code of the United States, the obligation of each Senior Lender to make Senior
Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Senior
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable, and the obligation of the Borrowers to Cash Collateralize the
L/C Obligations as aforesaid shall automatically become effective, in each case
without further act of the Senior Administrative Agent or any Senior Lender.

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<PAGE>

      SECTION 8.03 APPLICATION OF FUNDS. After the exercise of remedies provided
for in Section 8.02 (or after the Senior Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been
required to be Cash Collateralized as set forth in the proviso to Section 8.02),
any amounts received by the Senior Administrative Agent on account of the Senior
Obligations shall be applied by the Senior Administrative Agent in the following
order:

      First, to payment of that portion of the Senior Obligations constituting
fees, indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Senior Administrative Agent, but excluding any
principal or interest on any Senior Loan) and amounts payable under Article III
hereof and Article XI hereof payable to the Senior Administrative Agent in its
capacity as such (including, without limitation in its capacity as Senior
Collateral Agent);

      Second, to payment of that portion of the Senior Obligations constituting
fees, indemnities and other amounts (other than principal and interest) payable
to the Senior Lenders and the L/C Issuer (including fees, charges and
disbursements of counsel to the respective Senior Lenders and the L/C Issuer
(including fees and time charges for attorneys who may be employees of any
Senior Lender or of the L/C Issuer)) and amounts payable under Article III
hereof and Article XI hereof, ratably among them in proportion to the amounts
described in this clause Second payable to them;

      Third, to payment of that portion of the Senior Obligations constituting
accrued and unpaid interest on the Senior Loans and L/C Borrowings, ratably
among the Senior Lenders and the L/C Issuer in proportion to the respective
amounts described in this clause Third payable to them;

      Fourth, ratably (i) to the payment of that portion of the Senior
Obligations constituting unpaid principal of the Senior Loans (other than
Tranche D Term Loans) and the L/C Borrowings, ratably among the Senior Lenders
(other than the Tranche D Lenders) in proportion to the respective amounts
described in this subclause (i) to this clause Fourth held by them, (ii) to the
Senior Administrative Agent for the account of the L/C Issuer, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn
amount of Letters of Credit, and (iii) to the payment of that portion of the
Senior Obligations constituting amounts owing under or in respect of Secured
Swap Contracts and Secured Cash Management Services Agreements, ratably among
the Swap Banks and the Cash Management Banks in proportion to the respective
amounts described in this subclause (iii) to this clause Fourth held by them;

      Fifth, to payment of that portion of the Senior Obligations constituting
unpaid principal of the Tranche D Term Loans; and

      Last, the balance, if any, after all of the Senior Obligations have been
paid in full in cash, subject to the obligations of the Senior Administrative
Agent pursuant to the Intercreditor Agreement, to the Borrowers or as otherwise
required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fourth above shall be
applied to satisfy drawings under such

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<PAGE>

Letters of Credit as they occur. If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Senior Obligations, if any,
in the order set forth above.

      Notwithstanding anything to the contrary set forth in this Section 8.03
(or in Section 2.13), at any time after the Notes have been accelerated and
become due and payable pursuant to Section 8.02 or otherwise, (i) whenever any
payment received by the Senior Administrative Agent in respect of the proceeds
of any Collateral (other than the SCC Collateral or any other Investments in
non-voting participation certificates of any Senior Lender described on Schedule
5.08) is insufficient to pay amounts then due and payable to all the Senior
Lenders as provided pursuant to clauses Third and Fourth above, then no amount
of such payment or any similar payment shall be paid to any Tranche D Term
Lender until all such amounts due and payable to the other Senior Lenders are
paid in full, and all such payment and any similar payment shall be paid to the
Senior Lenders other than the Tranche D Term Lenders pursuant to said clauses
Third and Fourth above, (ii) whenever any payment received by the Senior
Administrative Agent in respect of the proceeds of the SCC Collateral (or
received by any Tranche D Term Lender in connection with any exercise of setoff
rights by the Tranche D Term Lenders against the SCCs), all such payment and any
similar payment shall be paid to the Tranche D Term Lenders (and not to any
other Senior Lender or the L/C issuer) until all amounts due and payable to the
Tranche D Term Lenders are paid in full and (iii) whenever any payment is
received by the Senior Administrative Agent in respect of the proceeds of any
non-voting participation certificate in any Senior Lender in which the Loan
Parties have invested as described in Schedule 5.08 (or received by such Senior
Lender in connection with any exercise of setoff rights by such Senior Lender
against such non-voting participation certificates) is insufficient to pay
amounts then due and payable to all Senior Lenders as provided pursuant to
clauses First, Second, Third and Fourth above, then all such payments shall
instead be paid to such Senior Lender (and not any other Senior Lenders) for
application to the Senior Loans of such Senior Lender (and such Senior Lender's
right to receive any remaining amounts in respect of other Collateral pursuant
to clauses Third and Fourth above shall be reduced by a corresponding amount).
At any time after the exercise of any remedy provided for in Section 8.02 (or
after the Senior Loans have automatically become due and payable), (A) the
Tranche D Term Lenders may exercise any right of setoff as the Tranche D Term
Lenders may have against the SCCs and (B) any Senior Lender with any setoff
rights against any non-voting participation certificates of such Senior Lender
which are part of the Collateral may exercise such right of setoff against such
non-voting participation certificates.

                                   ARTICLE IX
                                    GUARANTY

      SECTION 9.01 GUARANTY; LIMITATION OF LIABILITY.

            (a)   Each Guarantor hereby absolutely, unconditionally and
irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or
otherwise, of all Senior Obligations of each other Loan Party now or hereafter
existing under or in respect of this Agreement or any of the other Senior Loan
Documents (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing Senior
Obligations),

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whether direct or indirect, absolute or contingent, and whether for principal,
interest, premiums, fees, indemnities, contract causes of action, costs,
expenses or otherwise (such Senior Obligations being the "Guaranteed
Obligations"), and agrees to pay any and all reasonable expenses (including,
without limitation, Enforcement Expenses) incurred by the Senior Administrative
Agent or any other Senior Secured Party in enforcing any rights under this
Agreement or any other Senior Loan Document. Without limiting the generality of
the foregoing, each Guarantor's liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by any other
Loan Party to any Senior Secured Party under or in respect of the Senior Loan
Documents but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving
such other Loan Party.

            (b)   Each Guarantor and the Senior Administrative Agent and each
other Senior Secured Party hereby confirms that it is the intention of all such
Persons that this Senior Guaranty and the Senior Obligations of each Guarantor
hereunder not constitute a fraudulent transfer or conveyance for purposes of
Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar Law to the extent applicable to this
Senior Guaranty and the Senior Obligations of each Guarantor hereunder. To
effectuate the foregoing intention, the Senior Administrative Agent, the other
Senior Secured Parties and the Guarantors hereby irrevocably agree that the
Senior Obligations of each Guarantor (other than Holdings) under this Senior
Guaranty at any time shall be limited to the maximum amount as will result in
the Senior Obligations of such Guarantor under this Senior Guaranty not
constituting a fraudulent transfer or conveyance.

            (c)   Each Guarantor hereby unconditionally and irrevocably agrees
that in the event any payment shall be required to be made to any Senior Secured
Party under this Senior Guaranty, such Guarantor will contribute, to the maximum
extent permitted by Law, such amounts to each other Guarantor so as to maximize
the aggregate amount paid to the Senior Secured Parties under or in respect of
the Senior Loan Documents.

      SECTION 9.02 GUARANTY ABSOLUTE. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of
this Agreement and the other Senior Loan Documents, regardless of any Law now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Senior Secured Party with respect thereto. The Senior Obligations
of each Guarantor under or in respect of this Senior Guaranty are independent of
the Guaranteed Obligations or any other Senior Obligations of any other Loan
Party under or in respect of the Senior Loan Documents, and a separate action or
actions may be brought and prosecuted against each Guarantor to enforce this
Agreement, irrespective of whether any action is brought against any of the
Borrowers or any other Loan Party or whether any Borrower or any other Loan
Party is joined in any such action or actions. This Senior Guaranty is a present
and continuing, absolute and unconditional guaranty of payment when due, and not
of collection, by each Guarantor jointly and severally with any other Guarantor
of the Guaranteed Obligations. The liability of each Guarantor under this Senior
Guaranty shall be irrevocable, absolute and unconditional irrespective of, and
each Guarantor hereby irrevocably waives, to the extent permitted by applicable
Law, any defenses it may now have or hereafter acquire in any way relating to,
any or all of the following:

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            (a)   any lack of validity or enforceability of any Senior Loan
Document or any agreement or instrument relating thereto;

            (b)   any change in the time, manner or place of payment of, or in
any other term of, all or any of the Guaranteed Obligations or any other Senior
Obligations of any other Loan Party under or in respect of the Senior Loan
Documents, or any other amendment or waiver of or any consent to departure from
any Senior Loan Document, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to any
Loan Party or any of its Subsidiaries or otherwise;

            (c)   any taking, exchange, release, subordination or non-perfection
of any Collateral or any other collateral, or any taking, release, subordination
or amendment or waiver of, or consent to departure from, any other guaranty, for
all or any of the Guaranteed Obligations;

            (d)   any manner of application of Collateral or any other
collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or
any manner of sale or other disposition of any Collateral or any other
collateral for all or any of the Guaranteed Obligations or any other Senior
Obligations of any Loan Party under the Senior Loan Documents or any other
assets of any Loan Party or any of its Subsidiaries;

            (e)   any change, restructuring or termination of the corporate
structure or existence of any Loan Party or any of its Subsidiaries or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting any
Borrower or any other Loan Party or its assets or any resulting release or
discharge of any Guaranteed Obligation;

            (f)   the existence of any claim, setoff or other right which any
Guarantor may have at any time against any Loan Party, the Senior Administrative
Agent, any Senior Lender or any other Person, whether in connection herewith or
with any unrelated transaction;

            (g)   any provision of applicable Law purporting to prohibit the
payment or performance by any Borrower of the Guaranteed Obligations;

            (h)   any failure of any Senior Secured Party to disclose to any
Loan Party any information relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any other Loan
Party now or hereafter known to such Senior Secured Party (each Guarantor
waiving any duty on the part of the Senior Secured Parties to disclose such
information);

            (i)   the failure of any other Person to execute or deliver this
Agreement or any other guaranty or agreement or the release, subordination or
reduction of liability of any Guarantor or other guarantor or surety with
respect to the Guaranteed Obligations; or

            (j)   any other circumstance (including, without limitation, any
statute of limitations) or any existence of or reliance on any representation by
any Senior Secured Party that might otherwise constitute a defense available to,
or a discharge of, any Loan Party or any other guarantor or surety.

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      This Senior Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any of the Guaranteed Obligations
is rescinded or must otherwise be returned by any Senior Secured Party or any
other Person upon the insolvency, bankruptcy or reorganization of any Borrower
or any other Loan Party or otherwise, all as though such payment had not been
made.

      SECTION 9.03 WAIVERS AND ACKNOWLEDGMENTS.

            (a)   Each Guarantor hereby unconditionally and irrevocably waives,
to the extent permitted by applicable Law, promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Senior Guaranty and any requirement
that any Senior Secured Party protect, secure, perfect or insure any Lien or any
property subject thereto or exhaust any right or take any action against any
Loan Party or any other Person or any Collateral.

            (b)   Each Guarantor hereby unconditionally and irrevocably waives,
to the extent permitted by applicable Law, any right to revoke this Senior
Guaranty and acknowledges that this Senior Guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the future.

            (c)   Each Guarantor hereby unconditionally and irrevocably waives,
to the extent permitted by applicable Law, (i) any defense arising by reason of
any claim or defense based upon an election of remedies by any Senior Secured
Party that in any manner impairs, reduces, releases or otherwise adversely
affects the subrogation, reimbursement, exoneration, contribution or
indemnification rights of such Guarantor or other rights of such Guarantor to
proceed against any of the other Loan Parties, any other guarantor or any other
Person or any Collateral and (ii) any defense based on any right of setoff or
counterclaim against or in respect of the Senior Obligations of such Guarantor
hereunder.

            (d)   Each Guarantor acknowledges that the Senior Administrative
Agent may, without notice to or demand upon such Guarantor and without affecting
the liability of such Guarantor under this Senior Guaranty, foreclose under any
mortgage by nonjudicial sale to the extent permitted by applicable Law, and each
Guarantor hereby waives, to the extent permitted by applicable Law, any defense
to the recovery by the Senior Administrative Agent and the other Senior Secured
Parties against such Guarantor of any deficiency after such nonjudicial sale and
any defense or benefits that may be afforded by applicable Law.

            (e)   Each Guarantor hereby unconditionally and irrevocably waives
any duty on the part of any Senior Secured Party to disclose to such Guarantor
any matter, fact or thing relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any other Loan
Party or any Subsidiaries now or hereafter known by such Senior Secured Party.

            (f)   Each Guarantor acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated by
this Agreement and the other

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Senior Loan Documents and that the waivers set forth in Section 9.02 and this
Section 9.03 are knowingly made in contemplation of such benefits.

      SECTION 9.04 SUBORDINATION. (a) Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against any Borrower, any other Loan Party or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor's Obligations under or in respect of this Agreement or any other
Senior Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution (pursuant to Section 9.01(c) or
otherwise) or indemnification and any right to participate in any claim or
remedy of any Senior Secured Party against any Borrower, any other Loan Party or
any other insider guarantor or any Collateral, whether or not such claim, remedy
or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from any Borrower, any other
Loan Party or any other insider guarantor, directly or indirectly, in cash or
other property or by setoff or in any other manner, payment or security on
account of such claim, remedy or right, unless and until the Senior Termination
Date for such Guarantor has occurred.

            (b)   Each Guarantor hereby agrees that any and all debts,
liabilities and other obligations owed to such Guarantor by each other Loan
Party, including pursuant to Section 9.01(c) (collectively, the "Subordinated
Obligations"), are hereby subordinated to the prior payment in full in cash of
the Senior Obligations of such other Loan Party under the Senior Loan Documents
to the extent and in the manner hereinafter set forth in this Section 9.04(b):

                  (i)   Except during the continuance of a Default under Section
      8.01(a) or (f) (including the commencement and continuation of any
      proceeding under any Debtor Relief Law relating to any other Loan Party)
      or an Event of Default, each Guarantor may receive regularly scheduled
      payments from any other Loan Party on account of the Subordinated
      Obligations. After the occurrence and during the continuance of any
      Default under Section 8.01(a) or (f) (including the commencement and
      continuation of any proceeding under any Debtor Relief Law relating to any
      other Loan Party) or an Event of Default, however, unless the Senior
      Administrative Agent otherwise agrees in writing, no Guarantor shall
      demand, accept or take any action to collect any payment on account of the
      Subordinated Obligations.

                  (ii)  In any proceeding under any Debtor Relief Law relating
      to any other Loan Party, each Guarantor agrees that the Senior Secured
      Parties shall be entitled to receive payment in full in cash of all Senior
      Obligations (including all interest and expenses accruing after the
      commencement of a proceeding under any Debtor Relief Law, whether or not
      constituting an allowed claim in such proceeding ("Post Petition
      Interest")) before such Guarantor receives payment of any Subordinated
      Obligations.

                  (iii) After the occurrence and during the continuance of any
      Default under Section 8.01(a) or (f) (including the commencement and
      continuation of any proceeding under any Debtor Relief Law relating to any
      other Loan Party) or an Event of Default, each Guarantor shall, if the
      Senior Administrative Agent so requests, collect, enforce and receive
      payments on account of the Subordinated Obligations as trustee for the
      Senior Secured Parties and deliver such payments to the Senior
      Administrative Agent

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      for application to the Guaranteed Obligations (including all Post Petition
      Interest), together with any necessary endorsements or other instruments
      of transfer, but without reducing or affecting in any manner the liability
      of such Guarantor under the other provisions of this Agreement.

                  (iv)  After the occurrence and during the continuance of a
      Default under Section 8.01(a) or (f) (including the commencement and
      continuation of any proceeding under any Debtor Relief Law relating to any
      other Loan Party) or an Event of Default, the Senior Administrative Agent
      is authorized and empowered (but without any obligation to so do), in its
      discretion, (A) in the name of any Guarantor, to collect and enforce, and
      to submit claims in respect of, Subordinated Obligations and to apply any
      amounts received thereon to the Guaranteed Obligations (including any and
      all Post Petition Interest), and (B) to require any Guarantor (1) to
      collect and enforce, and to submit claims in respect of, Subordinated
      Obligations and (2) to pay any amounts received on such obligations to the
      Senior Administrative Agent for application to the Guaranteed Obligations
      (including any and all Post Petition Interest).

                  (v)   In the event of any conflict between the provisions of
      this Section 9.04(b) and the provisions of any Intercompany Note, the
      provisions of this Section 9.04(b) shall govern.

            (c)   If any amount shall be paid to any Guarantor in violation of
this Section 9.04 at any time prior to the Senior Termination Date for such
Guarantor, such amount shall be received and held in trust for the benefit of
the Senior Secured Parties, shall be segregated from other property and funds of
such Guarantor and shall forthwith be paid or delivered to the Senior
Administrative Agent in the same form as so received (with any necessary
endorsement or assignment) to be credited and applied to the Guaranteed
Obligations and all other amounts payable under this Agreement or any of the
other Senior Loan Documents, whether matured or unmatured, in accordance with
the terms of this Agreement or any of the other Senior Loan Documents, or to be
held as Collateral for any Guaranteed Obligations or other amounts payable under
this Agreement or any of the other Senior Loan Documents thereafter arising.

            (d)   If the Senior Termination Date for any Guarantor shall have
occurred, the Senior Administrative Agent will, at such Guarantor's request and
expense, execute and deliver to such Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to evidence the
transfer by subrogation to such Guarantor of an interest in the Guaranteed
Obligations resulting from such payment made by such Guarantor pursuant to this
Senior Guaranty.

      SECTION 9.05 CONTINUING GUARANTY. This Senior Guaranty is a continuing
agreement of each Guarantor and shall: (a) remain in full force and effect until
the Senior Termination Date for such Guarantor, (b) be binding upon such
Guarantor, its successors and assigns and (c) inure to the benefit of and be
enforceable by the Senior Secured Parties and their successors, transferees and
assigns.

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                                    ARTICLE X
                           SENIOR ADMINISTRATIVE AGENT

      SECTION 10.01 APPOINTMENT AND AUTHORIZATION OF SENIOR ADMINISTRATIVE
AGENT.

            (a)   Each of the Senior Lenders and the L/C Issuer hereby
irrevocably appoints Bank of America to act on its behalf as the Senior
Administrative Agent hereunder and under the other Senior Loan Documents,
including, without limitation, acting in such capacity, to act on its behalf as
the Senior Collateral Agent under the Senior Mortgages and the other Senior
Collateral Documents, and authorizes the Senior Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the
Senior Administrative Agent or the Senior Collateral Agent, as the case may be,
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. For these purposes, each reference to the "Senior
Collateral Agent" in the Senior Mortgages or other Senior Collateral Documents
shall be deemed to be a reference to the "Senior Administrative Agent". The
provisions of this Article, other than the provisions of Section 10.06, are
solely for the benefit of the Senior Administrative Agent, the Senior Collateral
Agent, the Senior Lenders and the L/C Issuer, and, except as provided in Section
10.06, neither the Borrowers nor any other Loan Party shall have rights as a
third party beneficiary of any of such provisions.

      SECTION 10.02 RIGHTS AS A SENIOR LENDER. The Person serving as the Senior
Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Senior Lender as any other Senior Lender and may exercise the same
as though it were not the Senior Administrative Agent and the term "Senior
Lender" or "Senior Lenders" shall, unless otherwise expressly indicated or
unless the context otherwise requires, include the Person serving as the Senior
Administrative Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor
or in any other advisory capacity for and generally engage in any kind of
business with the Loan Parties or any Subsidiary or other Affiliate thereof as
if such Person were not the Senior Administrative Agent hereunder and without
any duty to account therefor to the Senior Lenders.

      SECTION 10.03 EXCULPATORY PROVISIONS. The Senior Administrative Agent
shall not have any duties or obligations except those expressly set forth herein
and in the other Senior Loan Documents. Without limiting the generality of the
foregoing, the Senior Administrative Agent:

            (a)   shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

            (b)   shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Senior Loan Documents that the
Senior Administrative Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Senior Lenders
as shall be expressly provided for herein or in the other Senior Loan
Documents); provided that the Senior Administrative Agent shall not be required
to take any action that, in its opinion or the opinion of its counsel, may
expose the Senior Administrative Agent to liability or that is contrary to any
Senior Loan Document or applicable Law; and

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            (c)   shall not, except as expressly set forth herein and in the
other Senior Loan Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Loan Parties or any
of their Affiliates that is communicated to or obtained by the Person serving as
the Senior Administrative Agent or any of its Affiliates in any capacity.

      The Senior Administrative Agent shall not be liable for any action taken
or not taken by it (i) with the consent or at the request of the Required
Lenders (or such other number or percentage of the Senior Lenders as shall be
necessary, or as the Senior Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Sections 11.01 and
8.02) or (ii) in the absence of its own gross negligence or willful misconduct.
The Senior Administrative Agent shall be deemed not to have knowledge of any
Default unless and until notice describing such Default is given to the Senior
Administrative Agent by the Loan Party Representative, a Senior Lender or the
L/C Issuer.

      The Senior Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Senior Loan Document,
(ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement,
any other Senior Loan Document or any other agreement, instrument or document or
(v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Senior Administrative Agent.

      SECTION 10.04 RELIANCE BY SENIOR ADMINISTRATIVE AGENT. The Senior
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Senior Administrative Agent also may rely upon any statement
made to it orally or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Senior
Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled
to the satisfaction of a Senior Lender or the L/C Issuer, the Senior
Administrative Agent may presume that such condition is satisfactory to such
Senior Lender or the L/C Issuer unless the Senior Administrative Agent shall
have received notice to the contrary from such Senior Lender or the L/C Issuer
prior to the making of such Senior Loan or the issuance of such Letter of
Credit. The Senior Administrative Agent may consult with legal counsel (who may
be counsel for the Loan Parties or the Loan Party Representative), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

      SECTION 10.05 DELEGATION OF DUTIES. The Senior Administrative Agent may
perform any and all of its duties and exercise its rights and powers hereunder
or under any other Senior Loan Document by or through any one or more sub-agents
appointed by the Senior Administrative

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Agent. The Senior Administrative Agent and any such sub-agent may perform any
and all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of the Senior
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Senior Administrative Agent.

      SECTION 10.06 RESIGNATION OF SENIOR ADMINISTRATIVE AGENT. The Senior
Administrative Agent may at any time give notice of its resignation to the
Senior Lenders, the L/C Issuer and the Loan Party Representative. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right,
with the consent, so long as no Event of Default then exists, of the Loan Party
Representative, which shall not be unreasonably withheld or delayed, to appoint
a successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Senior
Administrative Agent gives notice of its resignation, then the retiring Senior
Administrative Agent may on behalf of the Senior Lenders and the L/C Issuer,
appoint a successor Senior Administrative Agent meeting the qualifications set
forth above; provided that if the Senior Administrative Agent shall notify the
Loan Party Representative and the Senior Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (a) the retiring Senior
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Senior Loan Documents (except that in the case of
any collateral security held by the Senior Administrative Agent on behalf of the
Senior Lenders or the L/C Issuer under any of the Senior Loan Documents, the
retiring Senior Administrative Agent shall continue to hold such collateral
security until such time as a successor Senior Administrative Agent is
appointed) and (b) all payments, communications and determinations provided to
be made by, to or through the Senior Administrative Agent shall instead be made
by or to each Senior Lender and the L/C Issuer directly, until such time as the
Required Lenders, with the consent of the Loan Party Representative, if
applicable, appoint a successor Senior Administrative Agent as provided for
above in this Section. Upon the acceptance of a successor's appointment as
Senior Administrative Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Senior Administrative Agent, and the retiring Senior
Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Senior Loan Documents (if not already discharged
therefrom as provided above in this Section). The fees payable by the Borrowers
to a successor Senior Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Loan Party Representative
and such successor. After the retiring Senior Administrative Agent's resignation
hereunder and under the other Senior Loan Documents, the provisions of this
Article and Section 11.04 shall continue in effect for the benefit of such
retiring Senior Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of
them while the retiring Senior Administrative Agent was acting as Senior
Administrative Agent.

      Any resignation by Bank of America as Senior Administrative Agent pursuant
to this Section shall also constitute its resignation as L/C Issuer, Swing Line
Lender and Senior Collateral Agent. Upon the acceptance of a successor's
appointment as Senior Administrative

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Agent hereunder, (a) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring L/C Issuer, Swing
Line Lender and Senior Collateral Agent, (b) the retiring L/C Issuer, Swing Line
Lender and Senior Collateral Agent shall be discharged from all of their
respective duties and obligations hereunder or under the other Senior Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangement satisfactory to the retiring L/C Issuer to
effectively assume the obligations of the retiring L/C Issuer with respect to
such Letters of Credit.

      SECTION 10.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER SENIOR
LENDERS. Each Senior Lender and the L/C Issuer acknowledges that it has,
independently and without reliance upon the Senior Administrative Agent or any
other Senior Lender or any of their Related Parties and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each of the L/C Issuer and each Senior
Lender also acknowledges that it will, independently and without reliance upon
the Senior Administrative Agent or any other Senior Lender or any of their
Related Parties and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any other Senior Loan
Document or any related agreement or any document furnished hereunder or
thereunder.

      SECTION 10.08 NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Senior Arrangers, the Senior Syndication Agents or
the Senior Document Agents listed on the cover page hereof shall have any
powers, duties or responsibilities under this Agreement or any of the other
Senior Loan Documents, except in its capacity, as applicable, as a Senior Lender
or the L/C Issuer hereunder and except that each Senior Lender and the L/C
Issuer hereby authorize (a) the Senior Administrative Agent and the Senior
Arrangers to make the joint determinations in Section 4.01, and (b) the Senior
Arrangers to make the joint determinations in Section 4.01.

      SECTION 10.09 SENIOR ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Senior Administrative Agent
(irrespective of whether the principal of any Senior Loan or L/C Obligation
shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether the Senior Administrative Agent shall have made any
demand on the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

            (a)   to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Senior Loans, L/C
Obligations and all other Senior Obligations that are owing and unpaid and to
file such other documents as may be necessary or advisable in order to have the
claims of the Senior Lenders, the L/C Issuer and the Senior Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Senior Lenders, the L/C Issuer and the Senior Administrative
Agent and their respective agents and counsel and all other amounts due the
Senior Lenders, the L/C Issuer and the Senior Administrative Agent under
Sections 2.03(i) and (j), 2.09 and 11.04) allowed in such judicial proceeding;
and

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            (b)   to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Senior Lender and
the L/C Issuer to make such payments to the Senior Administrative Agent and, in
the event that the Senior Administrative Agent shall consent to the making of
such payments directly to the Senior Lenders and the L/C Issuer, to pay to the
Senior Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Senior Administrative Agent and its
agents and counsel, and any other amounts due the Senior Administrative Agent
under Sections 2.09 and 11.04.

      Nothing contained herein shall be deemed to authorize the Senior
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Senior Lender or the L/C Issuer any plan of reorganization, arrangement,
adjustment or composition affecting the Senior Obligations or the rights of any
Senior Lender or to authorize the Senior Administrative Agent to vote in respect
of the claim of any Senior Lender in any such proceeding.

      SECTION 10.10 COLLATERAL AND GUARANTY MATTERS. (a) Each Senior Lender and
the L/C Issuer irrevocably authorize the Senior Administrative Agent, at its
option and in its discretion,

                  (i)   to release any Lien on any property granted to or held
      by the Senior Administrative Agent under any Senior Loan Document (A) upon
      termination of the Commitments and payment in full of all Senior
      Obligations (other than contingent indemnification obligations) and the
      expiration, termination or Cash Collateralization of all Letters of
      Credit, (B) that is sold or to be sold as part of or in connection with
      any sale permitted hereunder or under any other Senior Loan Document, or
      (C) subject to Section 11.01, if approved, authorized or ratified in
      writing by the Required Lenders;

                  (ii)  to subordinate any Lien on any property granted to or
      held by the Senior Administrative Agent under any Senior Loan Document to
      the holder of any Lien on such property that is permitted by Section
      7.01(j);

                  (iii) to release any Loan Party from its obligations under the
      Senior Loan Documents if such Person ceases to be a Restricted Subsidiary
      as a result of a transaction permitted hereunder; and

                  (iv)  to enter into the Intercreditor Agreement on behalf of
      such Senior Lender and the L/C Issuer and to perform the obligations of
      the Senior Administrative Agent thereunder.

            (b)   Upon request by the Senior Administrative Agent at any time,
the Required Lenders will confirm in writing the Senior Administrative Agent's
authority to release or subordinate its interest in particular types or items of
property, or to release any Loan Party from its obligations under the Senior
Loan Documents pursuant to this Section 10.10 and to perform the obligations of
the Senior Administrative Agent under the Intercreditor Agreement.

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                                   ARTICLE XI
                                  MISCELLANEOUS

      SECTION 11.01 AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or any other Senior Loan Document, and no consent to any
departure by the Borrowers or any other Loan Party therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Required
Lenders, the Loan Party Representative on behalf of all Loan Parties or the
applicable Loan Parties, as the case may be, and acknowledged by the Senior
Administrative Agent (which acknowledgement shall be provided at the direction
of the Required Lenders), then each such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall:

            (a)   waive any condition set forth in Section 4.01(a) without the
written consent of each Senior Lender;

            (b)   extend or increase the Commitment of any Senior Lender (or
reinstate any Commitment terminated pursuant to Section 8.02) without the
written consent of such Senior Lender;

            (c)   postpone any date fixed by this Agreement or any other Senior
Loan Document for any scheduled payment of principal, interest, fees or other
amounts due to the Senior Lenders (or any of them) hereunder or under any other
Senior Loan Document or permit the election of an Interest Period for Eurodollar
Rate Loans which is longer than six months, in each case, without the written
consent of each Senior Lender directly affected thereby;

            (d)   reduce the principal of, or the rate of interest specified
herein on, any Senior Loan or L/C Borrowing, or (subject to clause (vii) of the
second proviso to this Section 11.01) any fees or other amounts payable
hereunder or under any other Senior Loan Document without the written consent of
each Senior Lender directly affected thereby; provided, however, that only the
consent of the Required Lenders shall be necessary (i) to amend the definition
of "Default Rate" or to waive any obligation of the Borrowers to pay interest at
the Default Rate or (ii) subject to clause (h), to amend any financial covenant
hereunder (or any defined term used therein, including the definition of
"Consolidated Total Leverage Ratio") even if the effect of such amendment would
be to reduce the rate of interest on any Senior Loan or L/C Borrowing or to
reduce any fee payable hereunder;

            (e)   change Section 2.13 or Section 8.03 or the definition of
"Applicable Percentage" in a manner that would alter the pro rata sharing of
payments required thereby (or any other provision hereof regarding pro rata
treatment and sharing of payments) without the written consent of each Senior
Lender;

            (f)   change any provision of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Senior Lenders required to amend, waive or otherwise modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Senior Lender;

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            (g)   release all or substantially all of the Guarantors without the
written consent of each Senior Lender, or release all or substantially all of
the Collateral in any transaction or series of related transactions except in
each case as specifically permitted by the Senior Loan Documents without the
written consent of each Senior Lender;

            (h)   extend the time for, reduce the amount of, modify the manner
of calculating, including any modification to any financial measurement (or any
definition used therein) used in such calculation, or modify the manner of
application of proceeds of any mandatory prepayment required by Section
2.05(b)(v), without the prior written consent of the Term Lenders holding at
least a majority of the Total Outstanding Amount of each Tranche of the Term
Facility and the Required Revolving Lenders;

            (i)   effect any waiver, amendment or modification that by its terms
adversely affects the rights, in respect of payments, the Collateral or the
Senior Guaranty, of the Senior Lenders holding Senior Loans or Commitments
comprising any Tranche of the Term Loan Facility differently from those of the
Senior Lenders holding Senior Loans or Commitments comprising any other Tranche
of the Term Loan Facility without the prior written consent of Senior Lenders
holding in the aggregate at least a majority of the Total Outstanding Amount of
each Tranche of the Term Facility that is adversely affected;

            (j)   effect any waiver, amendment or modification that by its terms
adversely affects the rights, in respect of payments, the Collateral or the
Senior Guaranty, of the Revolving Lenders holding Senior Loans or Commitments
under the Revolving Credit Facility differently from those of Term Lenders
holding Senior Loans or Commitments under the Term Facility or any Tranche
thereof without the prior written consent of the Required Revolving Lenders if
the Revolving Lenders are adversely affected, and Term Lenders holding at least
a majority of the Total Outstanding Amount of each Tranche of the Term Facility
if the Term Lenders of such Tranche are adversely affected;

            (k)   effect any waiver of a Default or Event of Default or any
waiver, amendment or modification of Section 4.02 that would have the effect of
requiring the Revolving Lenders in any manner to increase the Outstanding Amount
of Revolving Loans, Swing Line Loans or L/C Obligations (if any such Credit
Extension is requested) by any amount in excess of the Total Revolving
Outstandings that the Revolving Lenders would otherwise be required to make
available under this Agreement immediately before giving effect to such waiver,
amendment or modification, without the prior written consent of the Required
Revolving Lenders; or

            (l)   change any provision of the Intercreditor Agreement or change
the requirements of Section 7.07 as they relate to the subordination provisions
of the Senior Subordinated Loan Documents or any Permitted Additional
Subordinated Additional Debt Document for any Permitted Additional Subordinated
Debt without the prior written consent of the Term Lenders holding at least a
majority of the Total Outstanding Amount of each Tranche of the Term Facility
and the Required Revolving Lenders;

provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Senior Lenders required
above, affect the rights or duties of the

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L/C Issuer under this Agreement or any Issuer Document relating to any Letter of
Credit issued or to be issued by it, (ii) no amendment, waiver or consent shall,
unless in writing and signed by the Swing Line Lender in addition to the Senior
Lenders required above, affect the rights or duties of the Swing Line Lender
under this Agreement, (iii) no amendment, waiver or consent shall, unless in
writing and signed by the Senior Administrative Agent in addition to the Senior
Lenders required above, affect the rights or duties of the Senior Administrative
Agent under this Agreement or any other Senior Loan Document, (iv) no amendment,
waiver or consent shall, unless in writing and signed by any other Senior Agent
in addition to the Senior Lenders required above, affect the rights and duties
of such other Senior Agent under this Agreement or any other Senior Loan
Document, (v) no amendment, waiver or consent shall, unless in writing and
signed by the Senior Lender which is (or is an Affiliate of) any applicable Swap
Bank or Cash Management Bank in addition to the Senior Lenders required above,
affect the rights of such Swap Bank or Cash Management Bank, as the case may be,
under the definition of the terms "Senior Secured Party", "Senior Obligation" or
"Senior Loan Document" (or any defined term used therein) or with respect to the
rights of such Swap Bank or Cash Management under Section 8.03 or Bank to
continue as a Senior Secured Party under this Agreement and the other Senior
Loan Documents, in respect of the Senior Obligations of the Loan Parties under
any Secured Swap Contract or Secured Cash Management Agreement to which it is a
party, (vi) each Secured Swap Contract and each Secured Cash Management Services
Agreement may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto, and (vii) each of the Fee Letter
and the Commitment Letter may be amended, or rights or privileges thereunder
waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein, no Defaulting Senior Lender shall have any
right to approve or disapprove any amendment, waiver or consent hereunder,
except as provided in Section 11.01(b), (c), (d) or (e) (and, except for such
purposes, none of the Outstanding Amount of Senior Loans owing to a Defaulting
Senior Lender shall be deemed to be outstanding as provided under the definition
of "Required Lenders"). Upon delivery by the Loan Party Representative of each
Compliance Certificate, Perfection Certificate or certificate of one of its
Responsible Officers certifying supplements to the Schedules to this Agreement
and the other Senior Loan Documents pursuant to Sections 6.02(b) and 6.11, the
schedule supplements attached to each such certificate shall be incorporated
into and become a part of and supplement Schedules 5.08 and 5.12 hereto or
Schedule I to the Senior Pledge and Security Agreement or the Schedules to the
Perfection Certificate for any Loan Party, as applicable, and the Senior
Administrative Agent may attach such schedule supplements to such Schedules, and
each reference to such Schedules shall mean and be a reference to such
Schedules, as supplemented pursuant thereto.

      SECTION 11.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

            (a)   Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

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                  (i)   if to any Loan Party, the Loan Party Representative, the
      Senior Administrative Agent, any other Senior Agent, the L/C Issuer or the
      Swing Line Lender, to the address, telecopier number, electronic mail
      address or telephone number specified for such Person on Schedule 11.02;
      and

                  (ii)  if to any Senior Lender (other than the Swing Line
      Lender), to the address, telecopier number, electronic mail address or
      telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed, shall be deemed to
have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of
business on the next business day for the recipient). Notices delivered through
electronic communications to the extent provided in subsection (b) below, shall
be effective as provided in such subsection (b).

            (b)   Electronic Communications. Notices and other communications to
the Senior Lenders and the L/C Issuer hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Senior Administrative Agent; provided
that the foregoing shall not apply to notices to any Senior Lender or the L/C
Issuer, as applicable, pursuant to Article II if such Senior Lender has notified
the Senior Administrative Agent that it is incapable of receiving notices under
such Article by electronic communication. The Senior Administrative Agent or the
Loan Party Representative may, in its discretion, agree to accept notices and
other communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.

      Unless the Senior Administrative Agent otherwise prescribes, (i) notices
and other communications sent to an e-mail address shall be deemed received upon
the sender's receipt of an acknowledgement from the intended recipient (such as
by the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

            (c)   Change of Address, Etc. Each of the Loan Parties, the Loan
Party Representative, the Senior Administrative Agent, the L/C Issuer and the
Swing Line Lender may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other such parties
hereto. Each Senior Lender (other than the Swing Line Lender) may change its
address, telecopier or telephone number for notices and other communications
hereunder by notice to the Loan Party Representative, the Senior Administrative
Agent, the L/C Issuer and the Swing Line Lender.

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            (d)   Reliance by Senior Administrative Agent, the L/C Issuer and
Senior Lenders. The Senior Administrative Agent, the L/C Issuer and the Senior
Lenders shall be entitled to rely and act upon any notices (including telephonic
Senior Loan Notices and Swing Line Loan Notices) purportedly given by or on
behalf of any Loan Party or by the Loan Party Representative even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Borrowers shall indemnify the Senior Administrative Agent, the L/C
Issuer, each Senior Lender and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of any Loan Party or by
the Loan Party Representative (in the absence of gross negligence or willful
misconduct by the applicable indemnitee). All telephonic notices to and other
telephonic communications with the Senior Administrative Agent may be recorded
by the Senior Administrative Agent, and each of the parties hereto hereby
consents to such recording.

      SECTION 11.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Senior
Lender, the L/C Issuer or the Senior Administrative Agent to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by Law.

      SECTION 11.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

            (a)   Costs and Expenses. The Borrowers shall pay (i) all reasonable
out-of-pocket expenses incurred by the Senior Administrative Agent and its
Affiliates (including the reasonable fees, charges and disbursements of counsel
for the Senior Administrative Agent), in connection with the syndication of the
credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Senior Loan
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of the Senior Loans made or
Letters of Credit issued hereunder (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the L/C Issuer in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all reasonable out-of-pocket expenses incurred by the
Senior Administrative Agent, any Senior Lender or the L/C Issuer (including the
fees, charges and disbursements of any counsel for the Senior Administrative
Agent, any Senior Lender or the L/C Issuer), and shall pay all reasonable fees
and time charges for attorneys who may be employees of the Senior Administrative
Agent, any Senior Lender or the L/C Issuer, in connection with the enforcement
or protection of its rights after the occurrence and during the continuance of
an Event of Default (A) in connection with this Agreement and the other Senior
Loan Documents, including its rights under this Section, or (B) in connection
with the Senior Loans made or Letters of Credit issued hereunder (all of such
expenses in this clause (iii) are sometimes referred to herein as "Enforcement
Expenses"); provided, however, that in the case of reimbursement of outside
counsel for Senior

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Lenders, other than outside counsel for the Senior Administrative Agent, such
reimbursement shall be limited to one counsel for all such Senior Lenders.

            (b)   Indemnification by the Borrowers. The Borrowers shall
indemnify the Senior Administrative Agent (and any sub-agent thereof), each
Senior Lender and the L/C Issuer, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses (including the reasonable fees, charges and disbursements of
any counsel for any Indemnitee), and shall indemnify and hold harmless each
Indemnitee from all reasonable fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by the Borrowers or any
other Loan Party arising out of, in connection with, or as a result of any
actual or prospective claims, litigation, actions, proceedings or investigations
arising out of or relating to the following (whether based on contract, tort or
any other theory, whether brought by a third party or by any other Loan Party,
and regardless of whether any Indemnitee is a party thereto, in all cases,
whether or not caused by or arising, in whole or in part, out of the
comparative, contributing or sole negligence of the Indemnitee): (i) the
execution or delivery of this Agreement, any other Senior Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, (ii) any Senior
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), or (iii) any
actual or alleged presence or release of Hazardous Materials on or from any
property owned or operated by Holdings or any of its Subsidiaries, or any
Environmental Liability related in any way to Holdings or any of its
Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee or (y) result from a claim brought by any
Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's
obligations hereunder or under any other Senior Loan Document, if such Loan
Party has obtained a final and nonappealable judgment in its favor on such claim
as determined by a court of competent jurisdiction.

            (c)   Reimbursement by Senior Lenders. To the extent that the
Borrowers for any reason fail to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by them to the Senior
Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related
Party of any of the foregoing, each Senior Lender under each Facility severally
agrees to pay to the Senior Administrative Agent (or any such sub-agent), the
L/C Issuer or such Related Party, as the case may be, such Senior Lender's
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of the Applicable Facility
Percentage for such Facility of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the Senior
Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing acting for the
Senior Administrative Agent (or any such sub-agent) or L/C Issuer in

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connection with such capacity and; provided, further, that the Senior Lenders
shall not be required to pay any amount under this Section 11.04(c) in respect
of any unpaid fees due to the Senior Administrative Agent, the L/C Issuer or any
related Party under the Fee Letter (and Section 2.09(b)) and; provided further,
that no Senior Lender that is not a Revolving Lender shall be required to
reimburse any amounts due to the L/C Issuer. The obligations of the Senior
Lenders under this subsection (c) are subject to the provisions of Section
2.12(e).

            (d)   Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable Law, the Loan Parties shall not assert, and hereby
waive, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Senior Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Senior
Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee
referred to in subsection (b) above shall be liable for any damages arising from
the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Senior Loan
Documents or the transactions contemplated hereby or thereby so long as such
Indemnitee has otherwise complied with the provisions of Section 11.07. Without
limiting the foregoing, and to the extent permitted by applicable Law, the Loan
Parties agree not to assert and to cause their Subsidiaries not to assert, and
hereby waive and agree to cause their Subsidiaries to waive, all rights for
contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses
of whatever kind or nature, under or related to Environmental Laws, that any of
them might have by statute or otherwise against any Indemnitee (other than any
thereof determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee).

            (e)   Payments. All amounts due under this Section shall be payable
not later than ten Business Days after demand therefor.

            (f)   Survival. The agreements in this Section shall survive the
resignation of the Senior Administrative Agent and the L/C Issuer, the
replacement of any Senior Lender, the termination of the Aggregate Commitments
and the repayment, satisfaction or discharge of all the other Senior
Obligations.

      SECTION 11.05 PAYMENTS SET ASIDE. To the extent that any payment by or on
behalf of the Loan Parties is made to the Senior Administrative Agent, the L/C
Issuer or any Senior Lender, or the Senior Administrative Agent, the L/C Issuer
or any Senior Lender exercises its right of setoff, and such payment or the
proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Senior Administrative Agent, the
L/C Issuer or such Senior Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Senior Lender and the L/C Issuer severally
agrees to pay to

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the Senior Administrative Agent upon demand its Applicable Percentage (without
duplication) of any amount so recovered from or repaid by the Senior
Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the Federal Funds Rate
from time to time in effect. The obligations of the Senior Lenders and the L/C
Issuer under clause (b) of the preceding sentence shall survive the payment in
full of the Senior Obligations and the termination of this Agreement.

      SECTION 11.06 SUCCESSORS AND ASSIGNS.

            (a)   Generally. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that none of the Loan Parties
may assign or otherwise transfer any of their rights or obligations hereunder
without the prior written consent of the Senior Administrative Agent and each
Senior Lender and no Senior Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsections (f) and (h) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d)
of this Section and, to the extent expressly contemplated hereby, the Related
Parties of each of the Senior Administrative Agent, the L/C Issuer and the
Senior Lenders) any legal or equitable right, remedy or claim under or by reason
of this Agreement. Except as expressly provided in Section 11.13, no Loan Party
shall be liable or responsible for any fees, costs or expenses arising out of or
related to any assignment or participation by a Senior Lender under this Section
11.06.

            (b)   Assignments by Senior Lenders. Any Senior Lender may at any
time assign to one or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Senior Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided that

                  (i)   except in the case of an assignment of the entire
      remaining amount of the assigning Senior Lender's Commitment under any
      Facility and the Senior Loans at the time owing to it under such Facility
      or in the case of an assignment under a Facility to a Senior Lender under
      such Facility or an Affiliate of such a Senior Lender or an Approved Fund
      with respect to such a Senior Lender, the aggregate amount of the
      Commitment under any Facility (which for this purpose includes Senior
      Loans outstanding thereunder) or, if the applicable Commitment under such
      Facility is not then in effect, the outstanding principal balance of the
      Senior Loans under such Facility of the assigning Senior Lender subject to
      each such assignment, determined as of the date the Senior Assignment and
      Assumption with respect to such assignment is delivered to the Senior
      Administrative Agent or, if "Trade Date" is specified in the Senior
      Assignment and Assumption, as of the Trade Date, shall not be less than
      (A) $2,500,000 in the case of any assignment of any rights or obligations
      in respect of the Revolving Facility or (B)

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      $1,000,000 in the case of any assignment of any rights or obligations in
      respect of any Tranche of the Term Facility unless the Senior
      Administrative Agent in the case of any assignment of a Revolving Loan or
      a Term Loan and, so long as no Event of Default has occurred and is
      continuing, the Loan Party Representative on behalf of the Borrowers in
      the case of any assignment of a Revolving Loan, otherwise consents (each
      such consent not to be unreasonably withheld or delayed); provided,
      however, that concurrent assignments to members of an Assignee Group and
      concurrent assignments from members of an Assignee Group to a single
      Eligible Assignee (or to an Eligible Assignee and members of its Assignee
      Group) will be treated as a single assignment for purposes of determining
      whether such minimum amount has been met;

                  (ii)  each partial assignment under a Facility shall be made
      as an assignment of a proportionate part of all the assigning Senior
      Lender's rights and obligations with respect to such Facility under this
      Agreement with respect to the Senior Loans or the Commitment assigned,
      except, in the case of the Revolving Facility, that this clause (ii) shall
      not apply to rights in respect of Swing Line Loans;

                  (iii) any assignment of a Commitment under the Revolving
      Facility must be approved by the Senior Administrative Agent, the L/C
      Issuer and the Swing Line Lender (such approval to be not unreasonably
      withheld or delayed) unless the Person that is the proposed assignee is
      itself a Senior Lender under the Revolving Facility (whether or not the
      proposed assignee would otherwise qualify as an Eligible Assignee); and

                  (iv)  the parties to each assignment shall execute and deliver
      to the Senior Administrative Agent a Senior Assignment and Assumption,
      together with the Assignment Fee (from the assigning Senior Lender or the
      Eligible Assignee), and the Eligible Assignee, if it shall not be a Senior
      Lender, shall deliver to the Senior Administrative Agent an Administrative
      Questionnaire.

      Subject to acceptance and recording thereof by the Senior Administrative
Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Senior Assignment and Assumption, the Eligible Assignee
thereunder shall be a party to this Agreement and, to the extent of the interest
under each Facility assigned by such Senior Assignment and Assumption, have the
rights and obligations of a Senior Lender under such Facility under this
Agreement, and the assigning Senior Lender thereunder shall, to the extent of
the interest assigned by such Senior Assignment and Assumption, be released from
its obligations under such Facility under this Agreement (and, in the case of a
Senior Assignment and Assumption covering all of the assigning Senior Lender's
rights and obligations under any Facility under this Agreement, such Senior
Lender shall cease to be a party hereto in respect of such Facility but shall
continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 11.04 and
11.05 with respect to facts and circumstances occurring prior to the effective
date of such assignment). Upon request, the Borrowers (at their expense) shall
execute and deliver the applicable Notes to the assignee Senior Lender. Any
assignment or transfer by a Senior Lender of rights or obligations under this
Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Senior Lender of a participation in
such rights and obligations in accordance with subsection (d) of this Section.

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            (c)   Register. The Senior Administrative Agent, acting solely for
this purpose as an agent of the Borrowers, shall maintain at the Senior
Administrative Agent's Office a copy of each Senior Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of
the Senior Lenders, and the Commitments of, and principal amounts of the Senior
Loans and L/C Obligations owing to, each Senior Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrowers, the Senior Administrative Agent and the Senior
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Senior Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by each of the Loan Party Representative and the L/C
Issuer at any reasonable time and from time to time upon reasonable prior
notice. In addition, at any time that a request for a consent for a material or
other substantive change to the Senior Loan Documents is pending, any Senior
Lender wishing to consult with other Senior Lenders in connection therewith may
request and receive from the Senior Administrative Agent a copy of the Register.

            (d)   Participations. Any Senior Lender may at any time, without the
consent of, or notice to, the Loan Parties, the Loan Party Representative or the
Senior Administrative Agent, sell participations to any Person (other than a
natural person or Holdings or any of Holdings' Affiliates or Subsidiaries)
(each, a "Participant") in all or a portion of such Senior Lender's rights
and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Senior Loans (including in the case of a Revolving Lender
such Senior Lender's participations in L/C Obligations and/or Swing Line Loans)
owing to it); provided that (i) such Senior Lender's obligations under this
Agreement shall remain unchanged, (ii) such Senior Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Loan Parties, the Loan Party Representative, the Senior
Administrative Agent, the other Senior Lenders and the L/C Issuer shall continue
to deal solely and directly with such Senior Lender in connection with such
Senior Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Senior Lender sells such a participation shall
provide that such Senior Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement and the other Senior Loan Documents; provided that such
agreement or instrument may provide that such Senior Lender will not, without
the consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 11.01 that affects such
Participant. Subject to subsection (e) of this Section, the Loan Parties agree
that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Senior Lender and had acquired its
interest by assignment pursuant to subsection (b) of this Section, provided such
Participant agrees to be subject to Section 3.06 as though it were a Senior
Lender. To the extent permitted by Law, each Participant also shall be entitled
to the benefits of Section 11.08 as though it were a Senior Lender; provided
such Participant agrees to be subject to Section 2.13 as though it were a Senior
Lender.

            (e)   A Participant shall not be entitled to receive any greater
payment under Section 3.01 or 3.04 than the applicable Senior Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Loan Party Representative's (on behalf of the Borrowers) prior

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<PAGE>

written consent. A Participant that would be a Non-Corporate Domestic Lender or
a Foreign Lender if it were a Senior Lender shall not be entitled to the
benefits of Section 3.01 unless the Loan Party Representative is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Loan Parties, to comply with Section 3.01 as though it were a
Senior Lender.

            (f)   Any Senior Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including
under its Note, if any) to secure obligations of such Senior Lender, including
any pledge or assignment to secure obligations to a Federal Reserve Bank and
including, in the case of any Senior Lender that is a Fund, that such Senior
Lender may pledge or collaterally assign all or any portion of its rights under
this Agreement (including under its Note, if any), to any holder of, or trustee
for, or any other representative of holders of, obligations owed or securities
issued by such Fund, as security for obligations of such Fund or such
securities; provided that no such pledge or assignment shall release such Senior
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Senior Lender as a party hereto.

            (g)   Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Senior Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state Laws based on the Uniform Electronic
Transactions Act.

            (h)   Special Purpose Funding Vehicles. Notwithstanding anything to
the contrary contained herein, any Senior Lender (a "Granting Lender") may grant
to a special purpose funding vehicle identified as such in writing from time to
time by the Granting Lender to the Senior Administrative Agent and the Loan
Party Representative (an "SPC") the option to provide all or any part of any
Senior Loan that such Granting Lender would otherwise be obligated to make
pursuant to this Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPC to fund any Senior Loan, and (ii) if an SPC elects not to
exercise such option or otherwise fails to make all or any part of such Senior
Loan, the Granting Lender shall be obligated to make such Senior Loan pursuant
to the terms hereof or, if it fails to do so, to make such payment to the Senior
Administrative Agent as is required under Section 2.12(c). Each party hereto
hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC
of such option shall increase the costs or expenses or otherwise increase or
change the obligations of the Loan Parties under this Agreement (including their
obligations under Sections 3.01 and 3.04), (ii) no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement for which a Senior
Lender would be liable, and (iii) the Granting Lender shall for all purposes,
including the approval of any amendment, waiver or other modification of any
provision of any Senior Loan Document, remain the lender of record hereunder.
The making of a Senior Loan by an SPC hereunder shall utilize the Commitment of
the Granting Lender to the same extent, and as if, such Senior Loan were made by
such Granting Lender. In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all

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outstanding commercial paper or other senior debt of any SPC, it will not
institute against, or join any other Person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding
under the Laws of the United States or any State thereof. Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to the
Loan Party Representative and the Senior Administrative Agent, but without prior
consent of the Borrowers, the Loan Party Representative or the Senior
Administrative Agent and without the payment of any processing and recordation
fee, assign all or any portion of its right to receive payment with respect to
any Senior Loan to the Granting Lender and (ii) disclose on a confidential basis
any non-public information relating to its funding of Senior Loans to any rating
agency, commercial paper dealer or provider of any surety or Guarantee or credit
or liquidity enhancement to such SPC.

            (i)   Resignation as L/C Issuer or Swing Line Lender after
Assignment. Notwithstanding anything to the contrary contained herein, if at any
time Bank of America assigns all of its Commitment and Senior Loans pursuant to
subsection (b) above, Bank of America may, (i) upon 30 days' notice to the Loan
Party Representative and the Revolving Lenders, resign as L/C Issuer and/or (ii)
upon 30 days' notice to the Loan Party Representative, resign as Swing Line
Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender,
the Loan Party Representative shall be entitled to appoint from among the
Revolving Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Loan Party Representative to appoint
any such successor shall affect the resignation of Bank of America as L/C Issuer
or Swing Line Lender, as the case may be. If Bank of America resigns as L/C
Issuer, it shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Senior Lenders to make Base Rate
Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all
rights of the Swing Line Lender provided for hereunder with respect to Swing
Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Revolving Lenders to make Base
Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant
to Section 2.04(c).

      SECTION 11.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each of
the Senior Administrative Agent, the other Senior Agents, the Senior Lenders and
the L/C Issuer agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates
and to its and its Affiliates' partners, directors, officers, employees,
advisors and representatives solely in connection with the administration of its
rights and performance of its obligations hereunder (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information, instructed to keep such Information confidential and
informed that the Loan Parties will be permitted to rely on their agreement to
maintain such confidentiality as herein provided), (b) to the extent requested
by any regulatory authority purporting to have authority over it (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable Law or regulations or
by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Senior
Loan Document or any action or proceeding relating to this Agreement or any
other Senior Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to

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<PAGE>

an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Loan Parties and their obligations, (g)
with the consent of the Loan Party Representative on behalf of the Borrowers or
(h) to the extent such Information (x) becomes publicly available other than as
a result of a breach of this Section or (y) becomes available to the Senior
Administrative Agent, any Senior Lender or the L/C Issuer or any of their
respective Affiliates on a nonconfidential basis from a source other than the
Loan Parties or any of their Subsidiaries or Affiliates. For purposes of this
Section, "Information" means all information received from the Loan Parties or
any Subsidiary or any of their Affiliates relating to any Loan Party or any
Subsidiary or any of their respective businesses, other than any such
information that is available to the Senior Administrative Agent, any Senior
Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the
Loan Parties or any Subsidiary; provided that, in the case of information
received from the Loan Parties or any Subsidiary or any of their Affiliates
after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section 11.07 shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

      SECTION 11.08 RIGHT OF SETOFF. If an Event of Default shall have occurred
and be continuing, each Senior Lender, the L/C Issuer and each of their
respective Affiliates is hereby authorized at any time and from time to time,
after obtaining the prior written consent of the Senior Administrative Agent, to
the fullest extent permitted by applicable Law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any
time owing by such Senior Lender, the L/C Issuer or any such Affiliate to or for
the credit or the account of any Borrower or any other Loan Party against any
and all of the obligations of such Borrower or such Loan Party now or hereafter
existing under this Agreement or any other Senior Loan Document to such Senior
Lender or the L/C Issuer, irrespective of whether or not such Senior Lender or
the L/C Issuer shall have made any demand under this Agreement or any other
Senior Loan Document and although such obligations of such Borrower or such Loan
Party may be contingent or unmatured or are owed to a branch or office of such
Senior Lender or the L/C Issuer different from the branch or office holding such
deposit or obligated on such indebtedness. The rights of each Senior Lender, the
L/C Issuer and their respective Affiliates under this Section are in addition to
other rights and remedies (including other rights of setoff) that such Senior
Lender, the L/C Issuer or their respective Affiliates may have. Each of the L/C
Issuer and each Senior Lender agrees to notify the Loan Party Representative and
the Senior Administrative Agent promptly after any such setoff and application
which it effects or which is effected by its Affiliate; provided that the
failure to give such notice shall not affect the validity of such setoff and
application. Notwithstanding the foregoing, the consent of the Senior
Administrative Agent shall not be required for any Tranche C Term Lender or
Tranche D Term Lender to exercise any set-off rights against the SCCs (or for
any other Senior Lender with any set-off rights against any non-voting
participation certificates of such Senior Lender owned by the Borrowers to
exercise such set-off rights against any such non-voting participation
certificates).

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      SECTION 11.09 INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Senior Loan Document, the interest paid or agreed to
be paid under the Senior Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the "Maximum Rate"). If the
Senior Administrative Agent or any Senior Lender shall receive interest in an
amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Senior Loans or, if it exceeds such unpaid principal,
refunded to the Borrowers. In determining whether the interest contracted for,
charged, or received by the Senior Administrative Agent or a Senior Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Senior Obligations hereunder.

      SECTION 11.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may
be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Senior Loan Documents constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Senior Administrative Agent and when the Senior
Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy shall
be effective as delivery of a manually executed counterpart of this Agreement.

      SECTION 11.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any other Senior Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Senior Administrative Agent and each Senior Lender, regardless of any
investigation made by the Senior Administrative Agent or any Senior Lender or on
their behalf and notwithstanding that the Senior Administrative Agent or any
Senior Lender may have had notice or knowledge of any Default at the time of any
Credit Extension, and shall continue in full force and effect as long as any
Senior Loan or any other Senior Obligation hereunder shall remain unpaid or
unsatisfied or any Letter of Credit shall remain outstanding.

      SECTION 11.12 SEVERABILITY. If any provision of this Agreement or the
other Senior Loan Documents is held to be illegal, invalid or unenforceable, (a)
the legality, validity and enforceability of the remaining provisions of this
Agreement and the other Senior Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to replace
the illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

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      SECTION 11.13 REPLACEMENT OF SENIOR LENDERS. If (i) any Revolving Lender
or Tranche B Term Lender requests compensation under Section 3.04, (ii) a
Borrower is required to pay any additional amount or indemnification to any
Senior Lender or any Governmental Authority for the account of any Senior Lender
pursuant to Section 3.01, (iii) any Senior Lender fails or refuses to consent to
any amendment, waiver or consent to the Senior Loan Documents which is approved
by the Required Lenders, (iv) any Senior Lender delivers a notice pursuant to
Section 3.02 with respect to circumstances that do not affect the other Senior
Lenders hereunder, or (v) any Senior Lender is a Defaulting Senior Lender, then
the Borrowers may, at their sole expense and effort, upon notice from the Loan
Party Representative to such Senior Lender and the Senior Administrative Agent,
require such Senior Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 11.06), all of its interests, rights and obligations under
this Agreement and the related Senior Loan Documents to an assignee that shall
assume such obligations (which assignee may be another Senior Lender, if a
Senior Lender accepts such assignment), provided that:

            (a)   the Borrowers shall have paid to the Senior Administrative
Agent the assignment fee specified in Section 11.06(b);

            (b)   such Senior Lender shall have received payment of an amount
equal to the outstanding principal of its Senior Loans and, in the case of a
Revolving Lender, L/C Advances, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder and under the other Senior Loan Documents
(including any amounts under Section 3.05) from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrowers (in
the case of all other amounts);

            (c)   in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and

            (d)   such assignment does not conflict with applicable Laws.

      A Senior Lender shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Senior Lender or
otherwise, the circumstances entitling the Borrowers to require such assignment
and delegation cease to apply.

      SECTION 11.14 GOVERNING LAW; JURISDICTION; ETC.

            (a)   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            (b)   SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF SUCH STATE,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER SENIOR

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LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF
THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT OR IN ANY OTHER SENIOR LOAN DOCUMENT SHALL AFFECT ANY
RIGHT THAT THE SENIOR ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER SENIOR LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE
COURTS OF ANY JURISDICTION.

            (c)   WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER SENIOR
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

            (d)   SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

      SECTION 11.15 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER SENIOR LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER SENIOR LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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<PAGE>

      SECTION 11.16 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER SENIOR LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

      SECTION 11.17 USA PATRIOT ACT NOTICE. Each of the Senior Administrative
Agent (for itself and not on behalf of any Senior Lender) and each Senior Lender
hereby notifies the Loan Parties that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), it
is required to obtain, verify and record information that identifies the Loan
Parties, which information includes the names and addresses of the Loan Parties
and other information that will allow such Senior Lender or the Senior
Administrative Agent, as applicable, to identify the Loan Parties in accordance
with such Act.

      SECTION 11.18 BORROWERS' REPRESENTATIVE. The Loan Parties at all times
shall have designated one of the Loan Parties to act as their agent under this
Agreement and the other Senior Loan Documents (in such capacity, the "Loan Party
Representative") with such powers and discretion as are specifically delegated
to the Loan Party Representative by the terms of this Agreement and the other
Senior Loan Documents, together with such other powers as are reasonably
incidental thereto, including, without limitation, (a) to execute and deliver on
behalf of each Loan Party all notices required or permitted by the terms of this
Agreement and the other Senior Loan Documents to be delivered by any Loan Party,
including, without limitation, Senior Loan Notices and Swing Line Loan Notices
on behalf of each Applicable Borrower, (b) to receive notices on behalf of each
of the Loan Parties, (c) to disburse funds credited to the Borrowers' Account to
each Applicable Borrower or other Loan Party, as applicable, and (d) to give
consents and approvals and make elections on behalf of the Loan Parties. Any
action taken by the Loan Party Representative shall be deemed to bind the Loan
Parties and shall be deemed approved by the Loan Parties. The Senior
Administrative Agent, the other Senior Agents, the Senior Lenders and the L/C
Issuer (i) may rely on any notice delivered by the Loan Party Representative on
behalf of any Loan Party and (ii) shall not have any responsibility for any
actions as are delegated to the Loan Party Representative hereunder. Any notice
given by the Senior Administrative Agent or any Senior Lender or the L/C Issuer
to the Loan Party Representative shall be deemed given to each Loan Party. Each
Loan Party hereby appoints and authorizes Holdings to be and act as the initial
Loan Party Representative. The Loan Parties may at any time replace the Loan
Party Representative with another Loan Party by delivering to the Senior
Administrative Agent an appointment and authorization document executed by each
Loan Party in form and substance satisfactory to the Senior Administrative
Agent. Upon such delivery and approval the Loan Party named in such document
shall become the Loan Party Representative as if such Loan Party were named the
Loan Party Representative herein.

      SECTION 11.19 CONFLICTS WITH SENIOR MORTGAGES. In the case of any conflict
between the terms and provisions of this Agreement and the terms and provisions
of any Senior Mortgage, as amended, the terms and provisions of this Agreement
shall govern.

                            [Signature pages follow.]

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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

GUARANTORS:           VALOR TELECOMMUNICATIONS, LLC

                      TELECOMMUNICATIONS SOUTHWEST, LLC

                      VALOR TELECOMMUNICATIONS SOUTHWEST II, LLC

                      By: /s/ John A. Butler
                         __________________________________________
                         Name: John A. Butler
                         Title: Treasurer

BORROWERS AND         VALOR TELECOMMUNICATIONS ENTERPRISES, LLC
GUARANTORS:
                      VALOR TELECOMMUNICATIONS INVESTMENTS, LLC

                      VALOR TELECOMMUNICATIONS OF TEXAS, LP
                      By: Valor Telecommunications Enterprises, LLC, its General
                          Partner

                      VALOR TELECOMMUNICATIONS EQUIPMENT, LP
                      By: Valor Telecommunications Enterprises, LLC, its General
                          Partner

                      VALOR TELECOMMUNICATIONS CORPORATE GROUP, LP
                      By: Valor Telecommunications Enterprises, LLC, its General
                          Partner

                      VALOR TELECOMMUNICATIONS LD, LP
                      By: Valor Telecommunications Enterprises, LLC, its General
                          Partner

                      VALOR TELECOMMUNICATIONS SERVICES, LP
                      By: Valor Telecommunications Enterprises, LLC, its General
                          Partner

                      SOUTHWEST ENHANCED NETWORK SERVICES, LP
                      By: Valor Telecommunications Enterprises, LLC, its General
                          Partner

                      WESTERN ACCESS SERVICES, LLC

                      WESTERN ACCESS SERVICES OF ARIZONA, LLC

                      WESTERN ACCESS SERVICES OF ARKANSAS, LLC

                      WESTERN ACCESS SERVICES OF COLORADO, LLC

                      WESTERN ACCESS SERVICES OF NEW MEXICO, LLC

                      WESTERN ACCESS SERVICES OF OKLAHOMA, LLC

                      WESTERN ACCESS SERVICES OF TEXAS, L.P.
                      By:  Western Access Services, LLC, its General Partner

                      By: /s/ John A. Butler
                         __________________________________________
                         Name: John A. Butler
                         Title: Treasurer

                                 Signature Page
                             Senior Credit Agreement

<PAGE>

BORROWERS             VALOR TELECOMMUNICATIONS ENTERPRISES II, LLC
AND GUARANTORS:       By: Valor Telecommunications Southwest II, LLC, its Sole
                          Member

                      KERRVILLE COMMUNICATIONS CORPORATION

                      KERRVILLE COMMUNICATIONS MANAGEMENT, LLC
                      By: Kerrville Communications Corporation, its Sole Member

                      KERRVILLE COMMUNICATIONS ENTERPRISES, LLC
                      By: Kerrville Communications Corporation, its Sole Member

                      KERRVILLE TELEPHONE, L.P.
                      By: Kerrville Communications Management, LLC, its General
                          Partner

                      HARPER TELEPHONE, L.P.
                      By: Kerrville Communications Management, LLC, its General
                          Partner

                      ADVANCED TEL-COM SYSTEMS, L.P.
                      By: Kerrville Communications Management, LLC, its General
                          Partner

                      KCC TELCOM, L.P.
                      By: Kerrville Communications Management, LLC, its General
                          Partner

                      KERRVILLE CELLULAR, L.P.
                      By: Kerrville Communications Management, LLC, its General
                          Partner

                      KERRVILLE MOBILE HOLDINGS, INC.

                      KERRVILLE CELLULAR MANAGEMENT, LLC
                      By: Kerrville Cellular, L.P., its Sole Member

                      KERRVILLE CELLULAR HOLDINGS, LLC
                      By: Kerrville Cellular, L.P., its Sole Member

                      KERRVILLE WIRELESS HOLDINGS LIMITED PARTNERSHIP
                      By: Kerrville Cellular Management, LLC, its General
                          Partner
                          By: Kerrville Cellular, L.P., its Sole Member

                      By: /s/ John A. Butler
                         __________________________________________
                         Name: John A. Butler
                         Title: Treasurer

                                 Signature Page
                             Senior Credit Agreement

<PAGE>

                                BANK OF AMERICA, N.A., as Senior Administrative
                                Agent

                                By:   /s/ Maurice E. Washington
                                   _____________________________________________
                                   Name:  Maurice E. Washington
                                   Title: Assistant Vice-President

                                BANC OF AMERICA SECURITIES LLC, as a Senior Lead
                                Arranger and Senior Book Manager

                                By:   /s/ Steven C. Ayala
                                   _____________________________________________
                                   Name:  Steven C. Ayala
                                   Title: Principal

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

                                By:   /s/ Robert Klawinski
                                   _____________________________________________
                                   Name:  Robert Klawinski
                                   Title: Senior Vice-President

                                 Signature Page
                             Senior Credit Agreement

<PAGE>

                                JPMORGAN CHASE BANK, as a Senior Syndication
                                Agent

                                By:  /s/  John Kowalczuk
                                   _____________________________________________
                                   Name:  John Kowalczuk
                                   Title: Vice President

                                J.P. MORGAN SECURITIES INC., as a Senior Lead
                                Arranger and Senior Book Manager

                                By:  /s/  Jessica Kearns
                                   _____________________________________________
                                   Name:  Jessica Kearns
                                   Title: Managing Director

                                JPMORGAN CHASE BANK, as a Senior Lender

                                By: /s/   John Kowalczuk
                                   _____________________________________________
                                   Name:  John Kowalczuk
                                   Title: Vice President

                                 Signature Page
                             Senior Credit Agreement

<PAGE>

                                WACHOVIA BANK, N.A., as a Senior Syndication
                                Agent

                                      /s/ Frederick W. Price
                                By:_____________________________________________
                                   Name:  Frederick W. Price
                                   Title: Managing Director

                                WACHOVIA BANK, N.A., as a Senior Lender

                                     /s/  Frederick W. Price
                                By:_____________________________________________
                                   Name:  Frederick W. Price
                                   Title: Managing Director

                                 Signature Page
                             Senior Credit Agreement

<PAGE>

                                CIBC WORLD MARKETS CORP., as a Senior
                                Documentation Agent

                                    /s/ Jonathan Rabinowitz
                                By:_____________________________________________
                                   Name: Jonathan Rabinowitz
                                   Title: Executive Director
                                          CIBC World Markets Corp. As Agent

                                CIBC, INC., as a Senior Lender

                                    /s/ Jonathan Rabinowitz
                                By:_____________________________________________
                                   Name: Jonathan Rabinowitz
                                   Title: Executive Director
                                          CIBC World Markets Corp. As Agent

                                 Signature Page
                             Senior Credit Agreement

<PAGE>

                                MERRILL, LYNCH, PIERCE, FENNER & SMITH
                                INCORPORATED, as a Senior Documentation Agent


                                By: /s/ illegible
                                   ---------------------------------------------
                                   Name:  illegible
                                   Title: Director


                                MERRILL LYNCH CAPITAL CORPORATION, as a Senior
                                Lender


                                By: /s/ illegible
                                   ---------------------------------------------
                                   Name:  illegible
                                   Title: Director


                                 Signature Page
                             Senior Credit Agreement

<PAGE>

                                BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK
                                BRANCH, as a Senior Lender

                                By: /s/ Gavin Burke
                                   ---------------------------------------------
                                   Name:  Gavin Burke
                                   Title: Director

                                By: /s/ Sven Schuessler
                                   ---------------------------------------------
                                   Name:  Sven Schuessler
                                   Title: Associate Director


                                 Signature Page
                             Senior Credit Agreement

<PAGE>

                                CALYON NEW YORK BRANCH, as a Senior Lender


                                By: /s/ Stephane Ducroizet
                                   _____________________________________________
                                   Name: Stephane Ducroizet
                                   Title: Vice President



                                ________________________________,
                                as a Senior Lender

                                By: /s/  John McCloskey
                                   _____________________________________________
                                   Name: John McCloskey
                                   Title: Director and Portfolio Manager







                                 Signature Page
                             Senior Credit Agreement

<PAGE>

                                RURAL TELEPHONE FINANCE COOPERATIVE , as a
                                Senior Lender

                                By: /s/ Kenneth A. Fried
                                    ---------------------
                                   Name:  Kenneth A. Fried
                                   Title: Assistant Secretary-Treasurer

                                 Signature Page
                             Senior Credit Agreement