<PAGE>   1
                                                                    Exhibit 10.2

  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

                                                                       EXECUTION


                          CREDIT AND GUARANTY AGREEMENT

                         DATED AS OF SEPTEMBER 27, 2000

                                      AMONG

                               NETWORK PLUS, INC.,

                               NETWORK PLUS CORP.,

                                VARIOUS LENDERS,

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
           AS JOINT LEAD ARRANGER, BOOK RUNNER AND SYNDICATION AGENT,

                             FLEET SECURITIES, INC.
                             AS JOINT LEAD ARRANGER,

                            DLJ BRIDGE FINANCE, INC.
                             AS DOCUMENTATION AGENT

                                       AND

                              FLEET NATIONAL BANK,
                  AS COLLATERAL AGENT AND ADMINISTRATIVE AGENT,

            --------------------------------------------------------

                   $225,000,000 SENIOR SECURED CREDIT FACILITY

            --------------------------------------------------------

CREDIT AND GUARANTY AGREEMENT
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                                TABLE OF CONTENTS

                                                                            Page
SECTION 1.  DEFINITIONS AND INTERPRETATION.....................................1
1.1.  DEFINITIONS..............................................................1
1.2.  ACCOUNTING TERMS........................................................29
1.3.  INTERPRETATION, ETC.....................................................29
SECTION 2.  LOANS.............................................................29
2.1.  LOANS...................................................................29
2.2.  PRO RATA SHARES; AVAILABILITY OF FUNDS..................................31
2.3.  USE OF PROCEEDS.........................................................31
2.4.  EVIDENCE OF DEBT; REGISTER; LENDERS' BOOKS AND RECORDS; NOTES...........31
2.5.  INTEREST ON LOANS.......................................................32
2.6.  CONVERSION/CONTINUATION.................................................33
2.7.  DEFAULT INTEREST........................................................34
2.8.  FEES....................................................................34
2.9.  PAYMENTS/COMMITMENT REDUCTIONS..........................................35
2.10.  VOLUNTARY PREPAYMENTS/COMMITMENT REDUCTIONS............................35
2.11.  MANDATORY PREPAYMENTS/COMMITMENT REDUCTIONS............................36
2.12.  APPLICATION OF PREPAYMENTS/REDUCTIONS..................................38
2.13.  ALLOCATION OF CERTAIN PAYMENTS AND PROCEEDS............................38
2.14.  GENERAL PROVISIONS REGARDING PAYMENTS..................................38
2.15.  RATABLE SHARING........................................................40
2.16.  MAKING OR MAINTAINING EURODOLLAR RATE LOANS............................40
2.17.  INCREASED COSTS; CAPITAL ADEQUACY......................................42
2.18.  TAXES; WITHHOLDING, ETC................................................43
2.19.  OBLIGATION TO MITIGATE.................................................45
2.20.  DEFAULTING LENDERS.....................................................46
2.21.  REMOVAL OR REPLACEMENT OF A LENDER.....................................46
SECTION 3.  CONDITIONS PRECEDENT..............................................47
3.1.  CLOSING DATE............................................................47
3.2.  CONDITIONS TO EACH CREDIT EXTENSION.....................................50
SECTION 4.  REPRESENTATIONS AND WARRANTIES....................................51
4.1.  ORGANIZATION; REQUISITE POWER AND AUTHORITY; QUALIFICATION..............51
4.2.  CAPITAL STOCK...........................................................52
4.3.  DUE AUTHORIZATION.......................................................52
4.4.  NO CONFLICT.............................................................52
4.5.  GOVERNMENTAL CONSENTS...................................................52
4.6.  BINDING OBLIGATION......................................................52
4.7.  HISTORICAL FINANCIAL STATEMENTS.........................................53
4.8.  PROJECTIONS.............................................................53
4.9.  NO MATERIAL ADVERSE CHANGE..............................................53
4.10.  NO RESTRICTED JUNIOR PAYMENTS..........................................53

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4.11.  ADVERSE PROCEEDINGS, ETC...............................................53
4.12.  PAYMENT OF TAXES.......................................................53
4.13.  PROPERTIES.............................................................54
4.14.  ENVIRONMENTAL MATTERS..................................................54
4.15.  NO DEFAULTS............................................................55
4.16.  MATERIAL CONTRACTS.....................................................55
4.17.  GOVERNMENTAL REGULATION................................................55
4.18.  MARGIN STOCK...........................................................55
4.19.  EMPLOYEE MATTERS.......................................................55
4.20.  EMPLOYEE BENEFIT PLANS.................................................56
4.21.  CERTAIN FEES...........................................................56
4.22.  SOLVENCY...............................................................56
4.23.  COMPLIANCE WITH STATUTES, ETC..........................................56
4.24.  DISCLOSURE.............................................................56
SECTION 5.  AFFIRMATIVE COVENANTS.............................................57
5.1.  FINANCIAL STATEMENTS AND OTHER REPORTS..................................57
5.2.  EXISTENCE...............................................................61
5.3.  PAYMENT OF TAXES AND CLAIMS.............................................61
5.4.  MAINTENANCE OF PROPERTIES...............................................62
5.5.  INSURANCE...............................................................62
5.6.  BOOKS AND RECORDS; INSPECTIONS; LENDERS MEETINGS........................62
5.7.  COMPLIANCE WITH LAWS....................................................63
5.8.  ENVIRONMENTAL...........................................................63
5.9.  SUBSIDIARIES............................................................64
5.10.  ADDITIONAL MATERIAL REAL ESTATE ASSETS.................................64
5.11.  CERTAIN POST CLOSING OBLIGATIONS.......................................65
5.12.  FURTHER ASSURANCES.....................................................65
SECTION 6.  NEGATIVE COVENANTS................................................65
6.1.  INDEBTEDNESS............................................................65
6.2.  LIENS...................................................................66
6.3.  EQUITABLE LIEN; NO FURTHER NEGATIVE PLEDGES.............................69
6.4.  RESTRICTED PAYMENTS; RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS...........69
6.5.  INVESTMENTS.............................................................70
6.6.  FINANCIAL COVENANTS.....................................................71
6.7.  FUNDAMENTAL CHANGES; DISPOSITION OF ASSETS; ACQUISITIONS................71
6.8.  DISPOSAL OF SUBSIDIARY INTERESTS........................................72
6.9.  SALES AND LEASE-BACKS...................................................72
6.10.  SALE OR DISCOUNT OF RECEIVABLES........................................73
6.11.  TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES..........................73
6.12.  CONDUCT OF BUSINESS....................................................73
6.13.  AMENDMENTS OR WAIVERS WITH RESPECT TO RELATED AGREEMENTS...............73
6.14.  DISPOSITION OF LICENSES, ETC...........................................73
6.15.  FISCAL YEAR............................................................74

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SECTION 7.  GUARANTY..........................................................74
7.1.  GUARANTY OF THE OBLIGATIONS.............................................74
7.2.  CONTRIBUTION BY GUARANTORS..............................................74
7.3.  PAYMENT BY GUARANTORS...................................................75
7.4.  LIABILITY OF GUARANTORS ABSOLUTE........................................75
7.5.  WAIVERS BY GUARANTORS...................................................77
7.6.  GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC....................78
7.7.  SUBORDINATION OF OTHER OBLIGATIONS......................................78
7.8.  CONTINUING GUARANTY.....................................................78
7.9.  AUTHORITY OF GUARANTORS OR COMPANY......................................79
7.10.  FINANCIAL CONDITION OF COMPANY.........................................79
7.11.  BANKRUPTCY, ETC........................................................79
7.12..........................................................................80
DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR..................................80
SECTION 8.  EVENTS OF DEFAULT.................................................80
8.1.  EVENTS OF DEFAULT.......................................................80
SECTION 9.  AGENTS............................................................83
9.1.  APPOINTMENT OF AGENTS...................................................83
9.2.  POWERS AND DUTIES.......................................................84
9.3.  GENERAL IMMUNITY........................................................84
9.4.  AGENTS ENTITLED TO ACT AS LENDER........................................85
9.5.  LENDERS' REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENT.................85
9.6.  RIGHT TO INDEMNITY......................................................86
9.7.  SUCCESSOR ADMINISTRATIVE AGENT..........................................86
9.8.  COLLATERAL DOCUMENTS AND GUARANTY.......................................87
SECTION 10.  MISCELLANEOUS....................................................87
10.1.  NOTICES................................................................87
10.2.  EXPENSES...............................................................88
10.3.  INDEMNITY..............................................................88
10.4.  SET-OFF................................................................89
10.5.  AMENDMENTS AND WAIVERS.................................................89
10.6.  SUCCESSORS AND ASSIGNS; PARTICIPATIONS.................................91
10.7.  INDEPENDENCE OF COVENANTS..............................................93
10.8.  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.................94
10.9.  NO WAIVER; REMEDIES CUMULATIVE.........................................94
10.10.  MARSHALLING; PAYMENTS SET ASIDE.......................................94
10.11.  SEVERABILITY..........................................................94
10.12.  ENTIRE AGREEMENT......................................................94
10.13.  OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS............95
10.14.  HEADINGS..............................................................95
10.15.  APPLICABLE LAW........................................................95
10.16.  CONSENT TO JURISDICTION...............................................95
10.17.  WAIVER OF JURY TRIAL..................................................95

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10.18.  CONFIDENTIALITY.......................................................96
10.19.  USURY SAVINGS CLAUSE..................................................96
10.20.  COUNTERPARTS; EFFECTIVENESS...........................................97

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APPENDICES:    A        Commitments
               B        Notice Addresses

SCHEDULES:     1.1        Certain Account Debtors
               4.1        Jurisdictions of Organization and Qualification
               4.2        Capital Stock and Ownership
               4.5        Governmental Consents
               4.13       Real Estate Assets
               4.16       Material Contracts
               5.11       Post Closing Obligations
               6.1        Certain Indebtedness
               6.2        Certain Liens
               6.5        Certain Investments
               6.6(a)     Minimum Revenues
               6.6(b)     Minimum Access Lines
               6.6(c)     Profitability
               6.6(f)     Maximum Days Sales Outstanding
               6.6(g)     Maximum Consolidated Capital Expenditures
               6.9        Sale and Leaseback Transactions
               6.11       Certain Affiliate Transactions

EXHIBITS:      A-1        Funding Notice
               A-2        Conversion/Continuation Notice
               B          Note
               C          Compliance Certificate
               D          Opinions of Counsel
               E          Assignment Agreement
               F          Certificate Re Non-Bank Status
               G-1        Closing Date Certificate
               G-2        Solvency Certificate
               H          Counterpart Agreement
               I          Pledge and Security Agreement
               J          Mortgage
               K          Landlord Personal Property Collateral Access Agreement
               L          Acknowledgment Letter
               M          Borrowing Base Certificate

CREDIT AND GUARANTY AGREEMENT
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<PAGE>   7

                          CREDIT AND GUARANTY AGREEMENT

     This CREDIT AND GUARANTY AGREEMENT, dated as of September 27, 2000 is
entered into by and among NETWORK PLUS, INC., a Massachusetts corporation
("COMPANY"), NETWORK PLUS CORP., a Delaware corporation ("HOLDINGS"), the
Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P.
("GSCP"), as a Joint Lead Arranger (in such capacity, a "JOINT LEAD ARRANGER"),
Book Runner (in such capacity, "BOOK RUNNER") and as Syndication Agent (in such
capacity, "SYNDICATION AGENT"), FLEET SECURITIES, INC., ("FLEET SECURITIES"), as
a Joint Lead Arranger (in such capacity, a "JOINT LEAD ARRANGER"), DLJ BRIDGE
FINANCE, INC., as Documentation Agent (in such capacity, "DOCUMENTATION AGENT")
and FLEET NATIONAL BANK, as Administrative Agent (together with its permitted
successors and assigns in such capacity, "ADMINISTRATIVE AGENT") and as
Collateral Agent (together with its permitted successors and assigns in such
capacity, "COLLATERAL AGENT").

                                    RECITALS:

     WHEREAS, capitalized terms used in these Recitals shall have the respective
meanings set forth for such terms in the foregoing preamble and Section 1.1
hereof;

     WHEREAS, Lenders have agreed to extend a credit facility to Company, in an
aggregate amount equal to $225,000,000, the proceeds of which will be used, (i)
to provide purchase money financing for the cost of design, development,
acquisition, construction, installation, improvement, transportation or
integration of equipment, inventory or network assets, and (ii) for working
capital and general corporate and other purposes of Company and its
Subsidiaries;

     WHEREAS, Company has agreed to secure all of its obligations hereunder by
granting to Collateral Agent, for the benefit of Secured Parties (as defined in
the Pledge and Security Agreement), a First Priority Lien on substantially all
of its assets, including a pledge of all of the Capital Stock held by Company of
each of its Domestic Subsidiaries and 65% of all the Capital Stock of each of
its Foreign Subsidiaries (other than the Australian Subsidiary); and

     WHEREAS, each Guarantor has agreed to guarantee the obligations of Company
hereunder and to secure its Obligations hereunder by granting to Collateral
Agent, for the benefit of Secured Parties, a First Priority Lien on
substantially all of its assets, including a pledge of all of the Capital Stock
of its Domestic Subsidiaries (including Company).

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

<PAGE>   8

SECTION 1. DEFINITIONS AND INTERPRETATION

     1.1. DEFINITIONS. The following terms used herein, including in the
preamble, recitals, exhibits and schedules hereto, shall have the following
meanings:

          "ACCESS LINES" shall mean the total number of installed on- switch
local business lines that provide service to a customer of Company and its
Subsidiaries.

          "ACCOUNTS" means all currently existing and hereafter arising
accounts, contract rights, and all other forms of obligations owing to Company
arising out of the sale or lease of goods, the sale or lease of General
Intangibles relating to the provision of telecommunications services, or the
rendition of services by Company, irrespective of whether earned by performance,
and any and all credit insurance, guaranties, or security therefor.

          "ACCOUNT DEBTORS" means any Person who is or who may become obligated
under, with respect to, or on account of, an Account, General Intangible, or
Negotiable Collateral.

          "ADJUSTED LIBOR RATE" means, for any Interest Rate Determination Date
with respect to an Interest Period for a Eurodollar Rate Loan, the rate per
annum obtained by dividing (and rounding upward to the next whole multiple of
1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/16 of 1%) equal
to the rate determined by Administrative Agent to be the offered rate which
appears on the page of the Telerate Screen which displays an average British
Bankers Association Interest Settlement Rate (such page currently being page
number 3750, as applicable) for deposits (for delivery on the first day of such
period) with a term equivalent to such period in Dollars, determined as of
approximately 11:00 a.m. (London, England time) on such Interest Rate
Determination Date, or (b) in the event the rate referenced in the preceding
clause (a) does not appear on such page or service or if such page or service
shall cease to be available, the rate per annum (rounded to the nearest 1/16 of
1%) equal to the rate determined by Administrative Agent to be the offered rate
on such other page or other service which displays an average British Bankers
Association Interest Settlement Rate for deposits (for delivery on the first day
of such period) with a term equivalent to such period in Dollars, determined as
of approximately 11:00 a.m. (London, England time) on such Interest Rate
Determination Date, or (c) in the event the rates referenced in the preceding
clauses (a) and (b) are not available, the rate per annum (rounded to the
nearest 1/16 of 1%) equal to the offered quotation rate to first class banks in
the London interbank market by Fleet for deposits (for delivery on the first day
of the relevant period) in Dollars of amounts in same day funds comparable to
the principal amount of the applicable Loan of Administrative Agent, in its
capacity as a Lender, for which the Adjusted LIBOR Rate is then being determined
with maturities comparable to such period as of approximately 11:00 a.m.
(London, England time) on such Interest Rate Determination Date, by (ii) an
amount equal to (a) one MINUS (b) the Applicable Reserve Requirement.

          "ADMINISTRATIVE AGENT" as defined in the preamble hereto.

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<PAGE>   9

          "ADVERSE PROCEEDING" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration (whether or not purportedly on behalf of Holdings or any of its
Subsidiaries) at law or in equity, or before or by any Governmental Authority,
domestic or foreign (including any Environmental Claims), whether pending or, to
the knowledge of Holdings or any of its Subsidiaries, threatened against or
affecting Holdings or any of its Subsidiaries or any property of Holdings or any
of its Subsidiaries which could reasonably be expected to have a Material
Adverse Effect.

          "AFFECTED LENDER" as defined in Section 2.16(b).

          "AFFECTED LOANS" as defined in Section 2.16(b).

          "AFFILIATE" means, as applied to any Person, any other Person directly
or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power (i) to vote 5% or more of the Securities having
ordinary voting power for the election of directors of such Person or (ii) to
direct or cause the direction of the management and policies of that Person,
whether through the ownership of voting securities or by contract or otherwise.
Neither any Agent nor any Lender shall be deemed Affiliates of any Credit Party,
by virtue of the security interests granted under the Pledge and Security
Agreement.

          "AGENT" means each of GSCP (in its capacity as Joint Lead Arranger,
Book Runner and Syndication Agent), Administrative Agent, Documentation Agent
and Collateral Agent.

          "AGGREGATE AMOUNTS DUE" as defined in Section 2.15.

          "AGGREGATE PAYMENTS" as defined in Section 7.2.

          "AGREEMENT" means this Credit and Guaranty Agreement, dated as of
September 27, 2000 as it may be amended, supplemented or otherwise modified from
time to time.

CREDIT AND GUARANTY AGREEMENT
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<PAGE>   10

          "APPLICABLE MARGIN" means a percentage per annum, determined by
reference to the time periods set forth in the table below:

<TABLE>
<CAPTION>
========================================================================================================
                                                 APPLICABLE MARGIN                    APPLICABLE MARGIN
                PERIOD                       FOR EURODOLLAR RATE LOANS               FOR BASE RATE LOANS
--------------------------------------------------------------------------------------------------------
<S>                                          <C>                                     <C>
  Closing Date through June 30, 2001                   6.50%                                4.00%
--------------------------------------------------------------------------------------------------------
  July 1, 2001 through September 30,                   7.25%                                4.75%
                 2001
--------------------------------------------------------------------------------------------------------
 October 1, 2001 through December 31,                  8.00%                                5.50%
                 2001
--------------------------------------------------------------------------------------------------------
January 1, 2002 through March 31, 2002                 8.75%                                6.25%
--------------------------------------------------------------------------------------------------------
  April 1, 2002 through the Maturity                   9.50%                                7.00%
                 Date
========================================================================================================
</TABLE>

          "APPLICABLE PREMIUM PERCENTAGE" means a percentage in effect from time
to time as set forth below:

<TABLE>
<CAPTION>

==============================================================================================
      PERIOD AFTER          APPLICABLE PREMIUM PERCENTAGE    APPLICABLE PREMIUM PERCENTAGE FOR
    THE CLOSING DATE            FOR LOAN PREPAYMENTS              FOR COMMITMENT REDUCTIONS
----------------------------------------------------------------------------------------------
<S>                         <C>                              <C>
       0-6 months                       1.00%                             2.00%
----------------------------------------------------------------------------------------------
       6-12 months                      0.50%                             1.50%
----------------------------------------------------------------------------------------------
      12-18 months                      0.00%                             0.75%
==============================================================================================
</TABLE>

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<PAGE>   11

          "APPLICABLE RESERVE REQUIREMENT" means, at any time, for any
Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including, without limitation, any basic marginal, special,
supplemental, emergency or other reserves) are required to be maintained with
respect thereto against "Eurocurrency liabilities" (as such term is defined in
Regulation D) under regulations issued from time to time by the Board of
Governors of the Federal Reserve System or other applicable banking regulator.
Without limiting the effect of the foregoing, the Applicable Reserve Requirement
shall reflect, to the extent not already included in the foregoing provisions,
any other reserves required to be maintained by such member banks with respect
to (i) any category of liabilities which includes deposits by reference to which
the applicable Adjusted LIBOR Rate or any other interest rate of a Loan is to be
determined, or (ii) any category of extensions of credit or other assets which
include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to
constitute Eurocurrency liabilities and as such shall be deemed subject to
reserve requirements without benefits of credit for proration, exceptions or
offsets that may be available from time to time to the applicable Lender. The
rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and
as of the effective date of any change in the Applicable Reserve Requirement.

          "ASSET SALE" means a sale, lease or sublease (as lessor or sublessor),
sale and leaseback, assignment, conveyance, transfer or other disposition to, or
any exchange of property with, any Person (other than Company or any Guarantor
Subsidiary), in one transaction or a series of transactions, of all or any part
of Holdings's or any of its Subsidiaries' businesses, assets or properties of
any kind, whether real, personal, or mixed and whether tangible or intangible,
whether now owned or hereafter acquired, including, without limitation, the
Capital Stock of any of Holdings' Subsidiaries, other than (i) inventory (or
other assets) sold or leased in the ordinary course of business, including fiber
capacity sales constituting revenue in accordance with GAAP (other than sales of
fiber capacity carrying traffic for the Company's customers), (ii) disposals of
obsolete, worn out or surplus property, and (iii) sales of other assets for
aggregate consideration of less than $1,000,000 (excluding any sales of the
common stock of NorthPoint Communications Group, Inc.) with respect to any
transaction or series of related transactions and less than $5,000,000
(including any sales of the common stock of NorthPoint Communications Group,
Inc.) in the aggregate during any Fiscal Year.

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<PAGE>   12

          "ASSIGNMENT AGREEMENT" means an Assignment Agreement substantially in
the form of EXHIBIT E, with such amendments or modifications as may be approved
by Administrative Agent.

          "AUSTRALIAN SUBSIDIARY" means International Software Developers
Australia Pty Ltd., an entity organized under the laws of Australia.

          "AUTHORIZED OFFICER" means, as applied to any Person, any individual
holding the position of chairman of the board (if an officer), chief executive
officer, chief operating officer, president or one of its vice presidents (or
the equivalent thereof), and such Person's chief financial officer or treasurer.

          "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy," as now and hereafter in effect, or any successor statute.

          "BASE RATE" means, for any day, a rate per annum equal to the greater
of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. Any change in the Base Rate due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
on the effective day of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively, without notice or demand of any kind.

          "BASE RATE LOAN" means a Loan bearing interest at a rate determined by
reference to the Base Rate.

          "BENEFICIARY" means each Agent, Lender and Lender Counterparty.

          "BOOK RUNNER" as defined in the preamble hereto.

          "BORROWING BASE AMOUNT" means, at any date of determination, the sum
of (i) 80% of Eligible Accounts Receivable PLUS (ii) 70% of Eligible Unbilled
Accounts PLUS(iii) Eligible Net Property, all as reflected on the most recently
delivered Borrowing Base Certificate.

          "BORROWING BASE CERTIFICATE" means a certificate substantially in the
form of EXHIBIT M attached hereto, with such modification to form and
presentation as Administrative Agent may reasonably request from time to time,
delivered by Company pursuant to Sections 3.1(t) and 5.1(e).

          "BUSINESS DAY" means (i) any day excluding Saturday, Sunday and any
day which is a legal holiday under the laws of the State of New York or is a day
on which banking institutions located in such state are authorized or required
by law or other governmental action to close and (ii) with respect to all
notices, determinations, fundings and payments in connection with the Adjusted
LIBOR Rate or any Eurodollar Rate Loans, the term "BUSINESS DAY" shall mean any
day which is a Business Day described in clause (i) and which is also a day for
trading by and between banks in Dollar deposits in the London interbank market.

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<PAGE>   13

          "BUSINESS PLAN" means the fully funded business plan for Holdings and
its Subsidiaries for the period from Fiscal Year 2000 through and including
Fiscal Year 2008 (with Fiscal Years 2000 and 2001 detailed by Fiscal Quarter)
delivered to Lenders pursuant to Section 3.1(i).

          "CALL DATA RECORD" means a computer record evidencing a telephony or
internet protocol transaction for which Company is entitled to receive payment
from its Account Debtors.

          "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures of any Person during such period that, in accordance with GAAP, are
or should be included in "purchase of property and equipment" or similar items
reflected in the statement of cash flows of such Person. Notwithstanding the
foregoing, the term "Capital Expenditures" shall not include capital
expenditures in respect of the reinvestment of Net Asset Sale Proceeds or Net
Insurance/Condemnation Proceeds made in accordance with Sections 2.11(a) and
(b).

          "CAPITAL LEASE" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person.

          "CAPITAL STOCK" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation),
including, without limitation, partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements or
rights to acquire any of the foregoing.

          "CASH" means money, currency or a credit balance in any demand or
Deposit Account.

          "CASH EQUIVALENTS" means (i) marketable securities (a) issued or
directly and unconditionally guaranteed as to interest and principal by the
United States Government or (b) issued by any agency of the United States the
obligations of which are backed by the full faith and credit of the United
States, in each case maturing within one year after such date; (ii) marketable
direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof,
in each case maturing within one year after such date and having, at the time of
the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from
Moody's; (iii) commercial paper maturing no more than one year from the date of
creation thereof and having, at the time of the acquisition thereof, a rating of
at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates of deposit
or bankers' acceptances maturing within one year after such date and issued or
accepted by any Lender or by any commercial bank organized under the laws of the
United States of America or any state thereof or the District of Columbia that
(a) is at least "adequately capitalized" (as defined in the regulations of its
primary Federal banking regulator) and (b) has Tier 1 capital (as defined in
such regulations) of not less than $100,000,000; and (v) shares of any money
market mutual fund that (a) has substantially all of its assets invested
continuously in the types of investments referred to in clauses (i) and (ii)
above, (b) has net assets of not less than $500,000,000, and (c) has the highest
rating obtainable from either S&P or Moody's.

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          "CERTIFICATE RE NON-BANK STATUS" means a certificate substantially in
the form of EXHIBIT F.

          "CHANGE OF CONTROL" means, at any time, (i) any Person or "group"
(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than
Permitted Holders (a) shall have acquired beneficial ownership of 30% or more on
a fully diluted basis of the voting and/or economic interest in the Capital
Stock of Holdings or (b) shall have obtained the power (whether or not
exercised) to elect a majority of the members of the board of directors (or
similar governing body) of Holdings; (ii) Holdings shall cease to beneficially
own and control 100% on a fully diluted basis of the economic and voting
interest in the Capital Stock of Company; (iii) the Permitted Holders shall
cease to own and control, directly and of record, more than 50% of the issued
and outstanding common stock of Holdings; or (iv) the majority of the seats
(other than vacant seats) on the board of directors (or similar governing body)
of Company cease to be occupied by Persons who either (a) were members of the
board of directors of Company on the Closing Date or (b) were nominated for
election by the board of directors of Company, a majority of whom were directors
on the Closing Date or whose election or nomination for election was previously
approved by a majority of such directors.

          "CLOSING DATE" means the date on or before September 27, 2000 on which
the conditions set forth in Section 3.1 have being satisfied.

          "CLOSING DATE CERTIFICATE" means a Closing Date Certificate
substantially in the form of EXHIBIT G-1.

          "CLOSING DATE MORTGAGED PROPERTY" as defined in Section 3.1(g).

          "COLLATERAL" means, collectively, all of the real, personal and mixed
property (including Capital Stock) in which Liens are purported to be granted
pursuant to the Collateral Documents as security for the Obligations.

          "COLLATERAL AGENT" means the institution serving as such under the
Pledge and Security Agreement.

          "COLLATERAL DOCUMENTS" means the Pledge and Security Agreement, the
Mortgages, the Landlord Personal Property Collateral Access Agreements and all
other instruments, documents and agreements delivered by any Credit Party
pursuant to this Agreement or any of the other Credit Documents in order to
grant to Collateral Agent, for the benefit of Secured Parties, a Lien on any
real, personal or mixed property of that Credit Party as security for the
Obligations.

          "COMDISCO" means Comdisco, Inc.

          "COMMITMENT" means the commitment of a Lender to make or otherwise
fund a Loan to Company and "COMMITMENTS" means such commitments of all Lenders
in the aggregate. The amount of each Lender's Commitment, if any is set forth in
APPENDIX A or in the applicable Assignment

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Agreement, subject to any adjustment or reduction pursuant to the terms and
conditions hereof. The aggregate amount of the Commitments as of the Closing
Date is $225,000,000.

          "COMMITMENT PERIOD" means the time period commencing on the Closing
Date through and including the Commitment Termination Date.

          "COMMITMENT TERMINATION DATE" means the earlier to occur of (i) the
date the Commitments are permanently reduced to zero pursuant to Sections 2.10
or 2.11 and (ii) the date of the termination of the Commitments pursuant to
Section 8.1.

          "COMMUNICATIONS ACT" means the Communications Act of 1934, as amended
(including, without limitation, pursuant to the Telecommunications Act of 1996),
or any successor statute or statutes thereto, and all regulations thereunder, in
each case as from time to time in effect.

          "COMMUNICATIONS LICENSE" means any license, authorization,
certification, waiver or permit required from the FCC, any PUC or any other
relevant Governmental Authority acting under applicable law or regulations
pertaining to or regulating Holding's, Company's or their Subsidiaries'
telecommunications business.

          "COMPANY" as defined in the preamble hereto.

          "COMPLIANCE CERTIFICATE" means a Compliance Certificate substantially
in the form of EXHIBIT C.

          "CONSOLIDATED EBITDA" means, for any period, an amount determined for
Holdings and its Subsidiaries on a consolidated basis equal to (i) the sum,
without duplication, of the amounts for such period of (a) Consolidated Net
Income, (b) Consolidated Interest Expense, (c) provisions for taxes based on
income, (d) total depreciation expense, and (e) total amortization expense, all
of the foregoing as determined in conformity with GAAP.

          "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
aggregate of all Capital Expenditures of Holdings and its Subsidiaries during
such period determined on a consolidated basis, in accordance with GAAP.

          "CONSOLIDATED GROSS PP&E" means, as at any date of determination, the
total assets of Holdings and its Subsidiaries on a consolidated basis that may
properly be classified, in conformity with GAAP, as property, plant, equipment
or similar items reflected on the consolidated balance sheet of Holdings and its
Subsidiaries.

          "CONSOLIDATED INTEREST EXPENSE" means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) of Holdings and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of Holdings and
its Subsidiaries, including all commissions, discounts and other fees and
charges owed

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<PAGE>   16

with respect to letters of credit and bankers' acceptance financing and net
costs under Interest Rate Agreements.

          "CONSOLIDATED NET INCOME" means, for any period, (i) the net income
(or loss) of Holdings and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP,
MINUS, to the extent included in net income under clause (i), (ii) (a) the
income (or loss) of any Person (other than a Subsidiary of Holdings) in which
any other Person (other than Holdings or any of its Subsidiaries) has a joint
interest, except to the extent of the amount of dividends or other distributions
actually paid to Holdings or any of its Subsidiaries by such Person during such
period, (b) the income (or loss) of any Person accrued prior to the date it
becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings
or any of its Subsidiaries or that Person's assets are acquired by Holdings or
any of its Subsidiaries, (c) the income of any Subsidiary of Holdings to the
extent that the declaration or payment of dividends or similar distributions by
that Subsidiary of that income is not at the time permitted by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Subsidiary, (d) any
after-tax gains or losses attributable to Asset Sales or returned surplus assets
of any Pension Plan, and (e) (to the extent not included in clauses (a) through
(d) above) any net extraordinary gains or net extraordinary losses.

          "CONSOLIDATED TOTAL DEBT" means, as at any date of determination, the
aggregate stated balance sheet amount of all Indebtedness of Holdings and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.

          "CONTRACTUAL OBLIGATION" means, as applied to any Person, any
provision of any Security issued by that Person or of any indenture, mortgage,
deed of trust, contract, undertaking, agreement or other instrument to which
that Person is a party or by which it or any of its properties is bound or to
which it or any of its properties is subject.

          "CONTRIBUTING GUARANTORS" as defined in Section 7.2.

          "CONVERSION/CONTINUATION DATE" means the effective date of a
continuation or conversion, as the case may be, as set forth in the applicable
Conversion/Continuation Notice.

          "CONVERSION/CONTINUATION NOTICE" means a Conversion/Continuation
Notice substantially in the form of EXHIBIT A-2.

          "COUNTERPART AGREEMENT" means a Counterpart Agreement substantially in
the form of EXHIBIT H delivered by a Credit Party pursuant to Section 5.9.

          "CREDIT DATE" means the date of a Credit Extension.

          "CREDIT DOCUMENT" means any of this Agreement, the Notes, the
Collateral Documents and all other documents, instruments or agreements executed
and delivered by a Credit Party for the

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benefit of Agents or any Lender in connection herewith, including Hedge
Agreements with any Lender Counterparty, in each case as may be amended,
supplemented or otherwise modified from time to time.

          "CREDIT EXTENSION" means the making of a Loan.

          "CREDIT PARTY" means each Person (other than any Agent or any Lender
or any other representative thereof) from time to time party to a Credit
Document.

          "CUMULATIVE CONSOLIDATED CAPITAL EXPENDITURES" means, as of the date
of determination, the aggregate amount of all Consolidated Capital Expenditures
since July 1, 2000.

          "CURRENCY AGREEMENT" means any foreign exchange contract, currency
swap agreement, futures contract, option contract, synthetic cap or other
similar agreement or arrangement, each of which is for the purpose of hedging
the foreign currency risk associated with Holdings' and its Subsidiaries'
operations and not for speculative purposes.

          "DEFAULT" means a condition or event that, after notice or lapse of
time or both, would constitute an Event of Default.

          "DEFAULT EXCESS" means, with respect to any Defaulting Lender, the
excess, if any, of such Defaulting Lender's Pro Rata Share of the aggregate
outstanding principal amount of Revolving Loans of all Lenders (calculated as if
all Defaulting Lenders (other than such Defaulting Lender) had funded all of
their respective Defaulted Loans) over the aggregate outstanding principal
amount of all Revolving Loans of such Defaulting Lender.

          "DEFAULT PERIOD" as defined in Section 2.20.

          "DEFAULTING LENDER" as defined in Section 2.20.

          "DEFAULTED LOAN" as defined in Section 2.20.

          "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

          "DOCUMENTATION AGENT" as defined in the preamble hereto.

          "DOLLARS" and the sign "$" mean the lawful money of the United States
of America.

          "DOMESTIC SUBSIDIARY" means with respect to any Person, any Subsidiary
of such Person organized under the laws of the United States of America, any
State thereof or the District of Columbia.

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          "ELIGIBLE ACCOUNTS RECEIVABLE" means those Accounts created by Company
in the ordinary course of business, that arise out of Company's sale of goods,
sale of General Intangibles relating to the providing of telecommunication
services, or rendition of services, that comply in all material respects with
each and all of the representations and warranties respecting Accounts made by
Company to Administrative Agent in the Credit Documents. Eligible Accounts
Receivable shall not include the following:

     (a)  Accounts with respect to an Account Debtor that has failed to pay
within 90 days of invoice date of any such Accounts;

     (b)  Accounts with respect to which the Account Debtor is an Affiliate of
Company;

     (c)  Accounts that are not payable in Dollars;

     (d)  Accounts with respect to which the Account Debtor: (i) does not
maintain a significant business office in the United States, or (ii) is the
government of any foreign country or sovereign state, or of any state, province,
municipality, or other political subdivision thereof unless (y) the Account is
supported by an irrevocable letter of credit satisfactory to Administrative
Agent (as to form, substance, and issuer or domestic confirming bank) that has
been delivered to Administrative Agent and is directly drawable by
Administrative Agent, or (z) the Account is covered by credit insurance in form
and amount, and by an insurer, reasonably satisfactory to Administrative Agent;

     (e)  Accounts with respect to which the Account Debtor is either (i) the
United States or any department, agency, or instrumentality of the United States
(exclusive, however, of Accounts with respect to which Company has complied, to
the satisfaction of Administrative Agent, with the Assignment of Claims Act, 31
U.S.C. Section 3727), or (ii) any State of the United States (exclusive,
however, of Accounts owed by any State that does not have a statutory
counterpart to the Assignment of Claims Act);

     (f)  Accounts with respect to which the Account Debtor is a creditor of
Company (to whom Company's obligations exceed $25,000), has asserted a right of
setoff, has disputed its liability, or has made any claim with respect to the
Account, to the extent of such setoff, dispute, or claim;

     (g)  Accounts with respect to an Account Debtor whose total obligations to
Company exceed (i) as to those Account Debtors listed on SCHEDULE 1.1, 20% of
all Eligible Accounts Receivable, or (ii) as to any other Account Debtor, 10% of
all Eligible Accounts Receivable, in each case, to the extent of the obligations
owing by such Account Debtor in excess of such percentage;

     (h)  Accounts with respect to which the Account Debtor is or reasonably
could be expected to become subject to any insolvency, bankruptcy or similar
proceeding or reorganization, or becomes insolvent, or goes out of business;

     (i)  Accounts with respect to which the telecommunications services giving
rise to such Account have not been provided to and utilized by the Account
Debtor, or any services giving rise to

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<PAGE>   19

such Account have not been performed, consumed, or utilized by the Account
Debtor, or the Account does not otherwise represent a final sale;

     (j)  Accounts with respect to which the Account Debtor is located in the
states of New Jersey, Minnesota, Indiana, or West Virginia (or any other state
that requires a creditor to file a "BUSINESS ACTIVITY REPORT" or similar
document in order to bring suit or otherwise enforce its remedies against such
Account Debtor in the courts or through any judicial process of such state),
unless Company has qualified to do business in New Jersey, Minnesota, Indiana,
West Virginia, or such other states, or has filed a "NOTICE OF BUSINESS
ACTIVITIES REPORT" with the applicable division of taxation, the department of
revenue, or with such other state offices, as appropriate, for the then-current
year, or is exempt from such filing requirement;

     (l)  Accounts that have not yet been billed to the Account Debtor (provided
that such Accounts may qualify as Eligible Unbilled Accounts if they otherwise
meet the criteria applicable thereto);

     (m)  Accounts not subject to a valid, enforceable and First Priority
perfected Lien in favor of Collateral Agent;

     (n)  Accounts that represent progress payments or other advance billings
that are due prior to the completion of performance by Company of the subject
contract for goods or services; and

     (o)  Accounts which the Administrative Agent, in the exercise of its
reasonable discretion, determines to be ineligible (it being understood that
Administrative Agent shall endeavor to use commercially practicable efforts to
give prompt notice of any such determination to Company; provided that, should
such determination cause a prepayment pursuant to Section 2.11(e), such
determination shall not take effect until ten days after the Administrative
Agent provides notice of the determination).

          "ELIGIBLE ASSIGNEE" means (i) any Lender, any Affiliate of any Lender
and any Related Fund (any two or more Related Funds being treated as a single
Eligible Assignee for all purposes hereof), and (ii) any commercial bank,
insurance company, investment or mutual fund or other entity or trust that is an
"accredited investor" (as defined in Regulation D under the Securities Act) and
which extends credit or buys loans as one of its businesses; PROVIDED, no
Affiliate of Holdings shall be an Eligible Assignee.

          "ELIGIBLE NET PROPERTY" means 50% of the book value (net of
accumulated depreciation) of all property, plant and equipment (excluding (i)
the book value of leased fiber and (ii) the greater of (A) the book value (net
of accumulated depreciation) of all property, plant and equipment subject to
Capital Leases or purchase money financing (including without limitation, with
respect to Company's equipment financing with Comdisco), other than in
connection herewith, and (B) the face amount of Company's Capital Leases and
purchase money financing, other than in connection herewith, in each case with
accrued interest thereon as of the date of determination) subject to a valid,
enforceable and First Priority perfected Lien in favor of Collateral Agent.

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          "ELIGIBLE UNBILLED ACCOUNT" means, as of any date of determination, an
Account of Company that (a) resulted from a transaction that occurred prior to
the date of determination and with respect to which Company has an existing call
transaction record in a format that is capable of being billed by Company to its
customer in accordance with Company's usual billing methods for Accounts but
that has not yet been billed and invoiced to such customer, (b) does not relate
to a Call Data Record received by Company more than 180 days prior to the date
of determination, and (c) in all other respects would qualify as an Eligible
Accounts Receivable but for the fact that it has not yet been billed and
invoiced to Company's customer. Eligible Unbilled Accounts shall be net of
contra accounts in accordance with clause (f) of the definition of "Eligible
Accounts Receivable." If an Account that, immediately prior to being billed and
invoiced, was an Eligible Unbilled Account, then is billed and invoiced, it
thereupon shall cease to be an Eligible Unbilled Account, and it shall become an
Eligible Accounts Receivable if it then meets the criteria applicable thereto.

          "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as defined
in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to
by, or required to be contributed by, Holdings, any of its Subsidiaries or any
of their respective ERISA Affiliates.

          "ENVIRONMENTAL CLAIM" means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any Governmental Authority or
any other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law; (ii) in connection with any
Hazardous Material or any actual or alleged Hazardous Materials Activity; or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

          "ENVIRONMENTAL LAWS" means any and all current or future foreign or
domestic, federal or state (or any subdivision of either of them), statutes,
ordinances, orders, rules, regulations, guidance documents, judgments,
Governmental Authorizations, or any other requirements of Governmental
Authorities relating to (i) environmental matters, including those relating to
any Hazardous Materials Activity; (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials; or (iii) occupational safety
and health, industrial hygiene, land use or the protection of human, plant or
animal health or welfare, in any manner applicable to Holdings or any of its
Subsidiaries or any Facility.

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

          "ERISA AFFILIATE" means, as applied to any Person, (i) any corporation
which is a member of a controlled group of corporations within the meaning of
Section 414(b) of the Internal Revenue Code of which that Person is a member;
(ii) any trade or business (whether or not incorporated) which is a member of a
group of trades or businesses under common control within the meaning of Section
414(c) of the Internal Revenue Code of which that Person is a member; and (iii)
any member of an affiliated service group within the meaning of Section 414(m)
or (o) of the Internal Revenue Code of which that Person, any corporation
described in clause (i) above or any trade or business described in clause (ii)
above is a member. Any former ERISA Affiliate of Holdings or any

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of its Subsidiaries shall continue to be considered an ERISA Affiliate of
Holdings or any such Subsidiary within the meaning of this definition with
respect to the period such entity was an ERISA Affiliate of Holdings or such
Subsidiary and with respect to liabilities arising after such period for which
Holdings or such Subsidiary could be liable under the Internal Revenue Code or
ERISA.

          "ERISA EVENT" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of any such Pension Plan resulting in liability pursuant to Section
4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which
might constitute grounds under ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan; (vi) the imposition of liability
on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates
pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of
Section 4212(c) of ERISA; (vii) the withdrawal of Holdings, any of its
Subsidiaries or any of their respective ERISA Affiliates in a complete or
partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from
any Multiemployer Plan if there is any potential liability therefor, or the
receipt by Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to
terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
occurrence of an act or omission which could give rise to the imposition on
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of
fines, penalties, taxes or related charges under Chapter 43 of the Internal
Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071
of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a
material claim (other than routine claims for benefits) against any Employee
Benefit Plan other than a Multiemployer Plan or the assets thereof, or against
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in
connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue
Service of notice of the failure of any Pension Plan (or any other Employee
Benefit Plan intended to be qualified under Section 401(a) of the Internal
Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or
the failure of any trust forming part of any Pension Plan to qualify for
exemption from taxation under Section 501(a) of the Internal Revenue Code; or
(xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

          "EURODOLLAR RATE LOAN" means a Loan bearing interest at a rate
determined by reference to the Adjusted LIBOR Rate.

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          "EVENT OF DEFAULT" means each of the conditions or events set forth in
Section 8.1.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.

          "FACILITY" means any real property (including all buildings, fixtures
or other improvements located thereon) now, hereafter or heretofore owned,
leased, operated or used by Holdings or any of its Subsidiaries or any of their
respective predecessors or Affiliates.

          "FAIR SHARE CONTRIBUTION AMOUNT" as defined in Section 7.2.

          "FAIR SHARE" as defined in Section 7.2.

          "FAIR SHARE SHORTFALL" as defined in Section 7.2.

          "FAMILY MEMBER" means, with respect to any individual, any other
individual having a relationship by blood (to the second degree of
consanguinity), marriage, or adoption to such individual.

          "FAMILY TRUST" means, with respect to any individual, trusts or other
estate planning vehicles established for the benefit of Family Members of such
individual and in respect of which such individual serves as trustee or in a
similar capacity.

          "FCC" means the Federal Communications Commission.

          "FEC SECURITY AGREEMENT" means that certain Security Agreement, dated
October 21, 1999, by and between the Company and FEC Telecom, Inc., a Delaware
corporation, as in effect on the date hereof.

          "FEDERAL FUNDS EFFECTIVE RATE" means for any day, the rate per annum
(expressed, as a decimal, rounded upwards, if necessary, to the next higher
1/100 of 1%) 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 of
New York on the Business Day next succeeding such day; PROVIDED, (i) 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 (ii) 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 charged to Administrative Agent, in its capacity as a Lender, on
such day on such transactions as determined by Administrative Agent.

          "FINANCIAL OFFICER CERTIFICATION" means, with respect to the financial
statements for which such certification is required, the certification of the
chief financial officer of Holdings that such financial statements fairly
present, in all material respects, the financial condition of Holdings and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the

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periods indicated, subject (in the case of unaudited financial statements) to
changes resulting from audit and normal year-end adjustments and the absence of
footnotes.

          "FINANCIAL PLAN" as defined in Section 5.1(k).

          "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that such Lien is
the only Lien to which such Collateral is subject, other than Permitted Liens.

          "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

          "FISCAL YEAR" means the fiscal year of Holdings and its Subsidiaries
ending on December 31 of each calendar year.

          "FLEET" means Fleet National Bank.

          "FLOOD HAZARD PROPERTY" means any Real Estate Asset subject to a
mortgage in favor of Administrative Agent, for the benefit of Lenders, and
located in an area designated by the Federal Emergency Management Agency as
having special flood or mud slide hazards.

          "FOREIGN SUBSIDIARY" means, with respect to any Person, any Subsidiary
that is not a Domestic Subsidiary.

          "FUNDING DEFAULT" as defined in Section 2.20.

          "FUNDING GUARANTORS" as defined in Section 7.2.

          "FUNDING NOTICE" means a notice substantially in the form of EXHIBIT
A-1.

          "GAAP" means, subject to the limitations on the application thereof
set forth in Section 1.2, United States generally accepted accounting principles
in effect as of the date of determination thereof.

          "GENERAL INTANGIBLES" means all of Company's present and future
general intangibles and other personal property (including contract rights,
rights arising under common law, statutes or regulations, choses or things in
action, goodwill, patents, trade names, trademarks, service marks, copyrights,
blueprints, drawings, purchase orders, customer lists, monies due or recoverable
from pension funds, route lists, rights to payment and other rights under any
royalty or licensing agreements, infringement claims, computer programs,
information contained on computer disks or tapes, literature, reports, catalogs,
deposit accounts, insurance premium rebates, tax refunds and any tax refund
claims), other than goods, Accounts and Negotiable Collateral.

          "GOVERNMENTAL ACTS" means any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
Governmental Authority.

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          "GOVERNMENTAL AUTHORITY" means any federal, state, municipal, national
or other government, governmental department, commission, board, bureau, court,
agency or instrumentality or political subdivision thereof or any entity or
officer exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.

          "GOVERNMENTAL AUTHORIZATION" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any Governmental
Authority.

          "GRANTOR" as defined in the Pledge and Security Agreement.

          "GUARANTEED OBLIGATIONS" as defined in Section 7.1.

          "GUARANTOR" means each of Holdings and each Domestic Subsidiary of
Holdings (other than Company).

          "GUARANTOR SUBSIDIARY" means each Guarantor other than Holdings.

          "GUARANTY" means the guaranty of each Guarantor set forth in Section
7.

          "HALE SUBORDINATION AGREEMENT" means a subordination agreement, in
form and substance satisfactory to each Lender, executed by Robert T. Hale, Jr.
and Company to Administrative Agent for the benefit of the Lenders.

          "HALES" means, individually and collectively, Robert T. Hale, Sr. and
Robert T. Hale, Jr.

          "HAZARDOUS MATERIALS" means any chemical, material or substance,
exposure to which is prohibited, limited or regulated by any Governmental
Authority or which may or could pose a hazard to the health and safety of the
owners, occupants or any Persons in the vicinity of any Facility or to the
indoor or outdoor environment.

          "HAZARDOUS MATERIALS ACTIVITY" means any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.

          "HEDGE AGREEMENT" means an Interest Rate Agreement or a Currency
Agreement entered into with a Lender Counterparty in order to satisfy the
requirements of this Agreement or

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otherwise in the ordinary course of Holdings' or any of its Subsidiaries'
businesses and not for speculative purposes.

          "HIGHEST LAWFUL RATE" means the maximum lawful interest rate, if any,
that at any time or from time to time may be contracted for, charged, or
received under the laws applicable to any Lender which are presently in effect
or, to the extent allowed by law, under such applicable laws which may hereafter
be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.

          "HISTORICAL FINANCIAL STATEMENTS" means as of the Closing Date, (i)
the audited financial statements of Holdings and its Subsidiaries, for Fiscal
Year 1999, consisting of balance sheets and the related consolidated statements
of income, stockholders' equity and cash flows for such Fiscal Year, and (ii)
the unaudited financial statements of Holdings and its Subsidiaries for the
period from December 31, 1999 through the month completed no less than thirty
five (35) days prior to the Closing Date, consisting of a balance sheet and the
related consolidated statements of income, stockholders' equity and cash flows
for the three-, six- or nine-month period, as applicable, ending on such date,
and, in the case of clause (ii), certified by the chief financial officer of
Company that they fairly present, in all material respects, the financial
condition of Holdings and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments.

          "HOLDINGS" as defined in the preamble hereto.

          "INCREASED-COST LENDERS" as defined in Section 2.21.

          "INDEBTEDNESS", as applied to any Person, means, without duplication,
(i) all indebtedness for borrowed money; (ii) that portion of obligations with
respect to Capital Leases (including, without limitation, all obligations under
leases of fiber capacity) that is properly classified as a liability on a
balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for
borrowed money; (iv) any obligation owed for all or any part of the deferred
purchase price of property or services (excluding any such obligations incurred
under ERISA and ordinary course trade payables), which purchase price is (a) due
more than six months from the date of incurrence of the obligation in respect
thereof or (b) evidenced by a note or similar written instrument; (v) all
indebtedness secured by any Lien on any property or asset owned or held by that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is nonrecourse to the credit of that Person; (vi) the
face amount of any undrawn letter of credit issued for the account of that
Person or as to which that Person is otherwise liable for reimbursement of
drawings; (vii) the direct or indirect guaranty, endorsement (other than for
collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the obligation
of another; (viii) any obligation of such Person the primary purpose or intent
of which is to provide assurance to an obligee that the obligation of the
obligor thereof will be paid or discharged, or any agreement relating thereto
will be complied with, or the holders thereof will be protected (in whole or in
part) against loss in respect thereof; and (ix) any liability of such Person for
the obligation of another through any agreement (contingent or

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otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or
any security therefor, or to provide funds for the payment or discharge of such
obligation (whether in the form of loans, advances, stock purchases, capital
contributions or otherwise) or (b) to maintain the solvency or any balance sheet
item, level of income or financial condition of another if, in the case of any
agreement described under subclauses (a) or (b) of this clause (ix), the primary
purpose or intent thereof is as described in clause (viii) above; and (x)
obligations of such Person in respect of any exchange traded or over the counter
derivative transaction, including, without limitation, any Interest Rate
Agreement or Currency Agreement, whether entered into for hedging or speculative
purposes; PROVIDED, in no event shall obligations under any Interest Rate
Agreement or Currency Agreement be deemed "Indebtedness" for any purpose under
Section 6.6.

          "INDEMNIFIED LIABILITIES" means, collectively, any and all
liabilities, obligations, losses, damages (including natural resource damages),
penalties, actions, judgments, suits, claims (including Environmental Claims),
costs (including the costs of any investigation, study, sampling, testing,
abatement, cleanup, removal, remediation or other response action necessary to
remove, remediate, clean up or abate any Hazardous Materials Activity), expenses
and disbursements of any kind or nature whatsoever (including the reasonable
fees and disbursements of counsel for Indemnitees in connection with any
investigative, administrative or judicial proceeding commenced or threatened by
any Person, whether or not any such Indemnitee shall be designated as a party or
a potential party thereto, and any fees or expenses incurred by Indemnitees in
enforcing this indemnity), whether direct, indirect or consequential and whether
based on any federal, state or foreign laws, statutes, rules or regulations
(including securities and commercial laws, statutes, rules or regulations and
Environmental Laws), on common law or equitable cause or on contract or
otherwise, that may be imposed on, incurred by, or asserted against any such
Indemnitee, in any manner relating to or arising out of (i) this Agreement or
the other Credit Documents or the transactions contemplated hereby or thereby
(including Lenders' agreement to make Credit Extensions or the use or intended
use of the proceeds thereof, or any enforcement of any of the Credit Documents
(including any sale of, collection from, or other realization upon any of the
Collateral or the enforcement of the Guaranty)); (ii) the statements contained
in the commitment letter delivered by any Lender to Company with respect to the
transactions contemplated by this Agreement; or (iii) any Environmental Claim or
any Hazardous Materials Activity relating to or arising from, directly or
indirectly, any past or present activity, operation, land ownership, or practice
of Holdings or any of its Subsidiaries.

          "INDEMNITEE" as defined in Section 10.3.

          "INTELLECTUAL PROPERTY" means "Intellectual Property" as such term is
defined in the Pledge and Security Agreement.

          "INTERCONNECTION AGREEMENT" means any agreement entered into with an
incumbent provider of local exchange telephone service in accordance with
Sections 251 and 252 of the Communications Act.

          "INTEREST PAYMENT DATE" means with respect to (i) any Base Rate Loan,
each March 31, June 30, September 30 and December 31 of each year, commencing on
the first such date to occur

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after the Closing Date and Maturity Date; and (ii) any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan; PROVIDED, in the case
of each Interest Period of longer than three months "Interest Payment Date"
shall also include each date that is three months, or an integral multiple
thereof, after the commencement of such Interest Period.

          "INTEREST PERIOD" means, in connection with a Eurodollar Rate Loan, an
interest period of one-, two-, three- or six-months, as selected by Company in
the applicable Funding Notice or Conversion/Continuation Notice, (i) initially,
commencing on the Credit Date or Conversion/Continuation Date thereof, as the
case may be; and (ii) thereafter, commencing on the day on which the immediately
preceding Interest Period expires; PROVIDED, (a) if an Interest Period would
otherwise expire on a day that is not a Business Day, such Interest Period shall
expire on the next succeeding Business Day unless no further Business Day occurs
in such month, in which case such Interest Period shall expire on the
immediately preceding Business Day; (b) any Interest Period 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, subject to clause (c) of this definition, end on the last
Business Day of a calendar month; and (c) no Interest Period with respect to any
portion of the Loans shall extend beyond the Maturity Date.

          "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, interest rate
hedging agreement or other similar agreement or arrangement, each of which is
for the purpose of hedging the interest rate exposure associated with Holdings'
and its Subsidiaries' operations and not for speculative purposes.

          "INTEREST RATE DETERMINATION DATE" means, with respect to any Interest
Period, the date that is two Business Days prior to the first day of such
Interest Period.

          "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, and any successor
statute.

          "INVESTMENT" means (i) any direct or indirect purchase or other
acquisition by Holdings or any of its Subsidiaries of, or of a beneficial
interest in, any of the Securities of any other Person (other than a Guarantor
Subsidiary); (ii) any direct or indirect redemption, retirement, purchase or
other acquisition for value, by any Subsidiary of Holdings from any Person
(other than Holdings or any Guarantor Subsidiary), of any Capital Stock of such
Person; and (iii) any direct or indirect loan, advance (other than advances to
employees for moving, entertainment and travel expenses, drawing accounts and
similar expenditures in the ordinary course of business) or capital contribution
by Holdings or any of its Subsidiaries to any other Person (other than Holdings
or any Guarantor Subsidiary), including all indebtedness and accounts receivable
from that other Person that are not current assets or did not arise from sales
to that other Person in the ordinary course of business. The amount of any
Investment shall be the original cost of such Investment plus the cost of all
additions thereto, without any adjustments for increases or decreases in value,
or write-ups, write-downs or write-offs with respect to such Investment.

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          "INVESTMENT PROPERTY" means "investment property" as that term is
defined in Section 9-115 of the UCC

          "JOINT LEAD ARRANGER" as defined in the preamble hereto.

          "JOINT VENTURE" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership, limited liability company, or
other legal form; PROVIDED, in no event shall any corporate Subsidiary of any
Person be considered to be a Joint Venture to which such Person is a party.

          "LANDLORD CONSENT AND ESTOPPEL" means, with respect to any Leasehold
Property, a letter, certificate or other instrument in writing from the lessor
under the related lease, pursuant to which, among other things, the landlord
consents to the granting of a Mortgage on such Leasehold Property by the Credit
Party tenant, such Landlord Consent and Estoppel to be in form and substance
acceptable to Collateral Agent in its reasonable discretion, but in any event
sufficient to enable Collateral Agent to obtain a Title Policy with respect to
such Mortgage.

          "LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT" means a
Landlord Personal Property Collateral Access Agreement substantially in the form
of EXHIBIT K, with such amendments or modifications as may be approved by
Collateral Agent.

          "LEASEHOLD PROPERTY" means any leasehold interest of any Credit Party
as lessee under any lease of real property, other than any such leasehold
interest designated from time to time by Collateral Agent in its sole discretion
as not being required to be included in the Collateral.

          "LEC" means a local exchange carrier or telephone company that
provides "basic" (as defined by the FCC) telecommunications services to its
customers from whom Company may receive payments with respect to Accounts.

          "LENDER" means each financial institution that becomes a Lender under
this Agreement as of the Closing Date together with each such institution's
successors and permitted assigns.

          "LENDER COUNTERPARTY" means each Lender or any Affiliate thereof
counterparty to a Hedge Agreement.

          "LIEN" means (i) any lien, claim, mortgage, pledge, assignment,
security interest, charge or encumbrance of any kind (including any agreement to
give any of the foregoing, any conditional sale or other title retention
agreement, and any lease in the nature thereof) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing and
(ii) in the case of Securities, any purchase option, call or similar right of a
third party with respect to such Securities.

          "LOANS" means any loan made by Lender to Company pursuant to Section
2.1(a) of this Agreement.

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          "LOAN EXPOSURE" means, with respect to any Lender as of any date of
determination, the outstanding principal amount of the Loans of such Lender;
PROVIDED, at any time prior to the making of the initial Loans, the Loan
Exposure of any Lender shall be equal to such Lender's Commitment.

          "MARGIN STOCK" as defined in Regulation U of the Board of Governors of
the Federal Reserve System as in effect from time to time.

          "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Holdings and its Subsidiaries, taken as a whole; (ii) the ability
of any Credit Party to fully and timely perform its Obligations; (iii) the
legality, validity, binding effect or enforceability against a Credit Party of a
Credit Document to which it is a party; (iv) the rights and remedies available
to, or conferred upon, any Agent and any Lender or any Secured Party under any
Credit Document; or (v) the Collateral Agent's Liens, on behalf of Secured
Parties on the Collateral or the priority of such Liens (except as affected by
Permitted Liens).

          "MATERIAL CONTRACT" means any contract or other arrangement to which
Holdings or any of its Subsidiaries is a party (other than the Credit Documents)
for which breach, nonperformance, cancellation or failure to renew could
reasonably be expected to have a Material Adverse Effect.

          "MATERIAL REAL ESTATE ASSET" means (a) any fee-owned Real Estate
Assets having a fair market value in excess of $1,000,000 as of the date of the
acquisition thereof (b) all Leasehold Properties other than those with respect
to which the aggregate payments under the term of the lease are less than
$1,000,000 per annum and (c) any Real Estate Assets that the Administrative
Agent has reasonably determined are material to the business, operations,
properties, assets, condition (financial or otherwise) or prospects of Holdings
or any Subsidiary thereof, including Company.

          "MATURITY DATE" means the earlier of (i) June 30, 2002 and (ii) the
date that all Loans shall otherwise become due and payable in full hereunder,
whether by acceleration or otherwise.

          "MAXIMUM DAYS SALES OUTSTANDING" means (A) (i) the accounts receivable
of Company as of the end of a Fiscal Quarter DIVIDED by (ii) annualized revenues
for such Fiscal Quarter MULTIPLIED by (B) 360.

          "MOODY'S" means Moody's Investor Services, Inc.

          "MORTGAGE" means a mortgage, deed of trust or similar instrument,
substantially in the form of EXHIBIT J, as it may be amended, supplemented or
otherwise modified from time to time.

          "MULTIEMPLOYER PLAN" means any Employee Benefit Plan which is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

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          "NAIC" means The National Association of Insurance Commissioners, and
any successor thereto.

          "NEGOTIABLE COLLATERAL" means, all of a Person's present and future
letters of credit, notes, drafts, instruments, Investment Property, documents,
personal property leases (wherein such Person is the lessor), chattel paper and
books relating to any of the foregoing.

          "NET ASSET SALE PROCEEDS" means, with respect to any Asset Sale, an
amount equal to: (i) Cash payments (including any Cash received by way of
deferred payment pursuant to, or by monetization of, a note receivable or
otherwise, but only as and when so received) received by Holdings or any of its
Subsidiaries from such Asset Sale, MINUS (ii) any bona fide direct costs
incurred in connection with such Asset Sale, including (a) income or gains taxes
payable by the seller as a result of any gain recognized in connection with such
Asset Sale, (b) payment of the outstanding principal amount of, premium or
penalty, if any, and interest on any Indebtedness (other than the Loans) that is
secured by a Lien on the stock or assets in question and that is required to be
repaid under the terms thereof as a result of such Asset Sale and (c) a
reasonable reserve for any indemnification payments (fixed or contingent)
attributable to seller's indemnities and representations and warranties to
purchaser in respect of such Asset Sale undertaken by Holdings or any of its
Subsidiaries in connection with such Asset Sale.

          "NET INSURANCE/CONDEMNATION PROCEEDS" means an amount equal to: (i)
any Cash payments or proceeds received by Holdings or any of its Subsidiaries
(a) under any casualty insurance policy in respect of a covered loss thereunder
or (b) as a result of the taking of any assets of Holdings or any of its
Subsidiaries by any Person pursuant to the power of eminent domain, condemnation
or otherwise, or pursuant to a sale of any such assets to a purchaser with such
power under threat of such a taking, MINUS (ii) (a) any actual and reasonable
costs incurred by Holdings or any of its Subsidiaries in connection with the
adjustment or settlement of any claims of Holdings or such Subsidiary in respect
thereof, and (b) any bona fide direct costs incurred in connection with any sale
of such assets as referred to in clause (i)(b) of this definition, including
income taxes payable as a result of any gain recognized in connection therewith.

          "NON-US LENDER" as defined in Section 2.18(c).

          "NOTE" means a promissory note in the form of EXHIBIT B, as it may be
amended, supplemented or otherwise modified from time to time.

          "NOTICE" means a Funding Notice or a Conversion/Continuation Notice.

          "OBLIGATIONS" means all obligations of every nature of each Credit
Party from time to time owed to the Agents, the Lenders or any of them or their
respective Affiliates (including, without limitation, all former Agents, Lenders
or Lender Counterparties) under any Credit Document or Hedge Agreement
(including, without limitation, with respect to a Hedge Agreement, obligations
owed thereunder to any person who was a Lender or an Affiliate of a Lender at
the time such Hedge Agreement was entered into), whether for principal, interest
(including interest which, but for the filing

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of a petition in bankruptcy with respect to such Credit Party, would have
accrued on any Obligation, whether or not a claim is allowed against such Credit
Party for such interest in the related bankruptcy proceeding), payments for
early termination of Hedge Agreements, fees, expenses, indemnification or
otherwise.

          "OBLIGEE GUARANTOR" as defined in Section 7.7.

          "ORGANIZATIONAL DOCUMENTS" means (i) with respect to any corporation,
its certificate or articles of incorporation, as amended, and its by-laws, as
amended, (ii) with respect to any limited partnership, its certificate of
limited partnership, as amended, and its partnership agreement, as amended,
(iii) with respect to any general partnership, its partnership agreement, as
amended, and (iv) with respect to any limited liability company, its certificate
of formation or articles of organization, as amended, and its operating
agreement, as amended. In the event any term or condition of this Agreement or
any other Credit Document requires any Organizational Document to be certified
by a secretary of state or similar governmental official, the reference to any
such "Organizational Document" shall only be to a document of a type customarily
certified by such governmental official.

          "PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereto.

          "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

          "PERMITTED ACQUISITION" means any acquisition by the Company or any of
its Subsidiary, whether by purchase, merger or otherwise, of all or
substantially all of the assets of, all of the Capital Stock of, or a business
line or unit or a division of, any Person; PROVIDED,

               (i)  immediately prior to, and after giving effect thereto, no
     Default or Event of Default shall have occurred and be continuing or would
     result therefrom;

               (ii) all transactions in connection therewith shall be
     consummated in accordance with all applicable laws and in conformity with
     all applicable Governmental Authorizations;

               (iii) in the case of the acquisition of Capital Stock, (A) all of
     the Capital Stock (except for any such Securities in the nature of
     directors' qualifying shares required pursuant to applicable law), acquired
     or otherwise issued by such Person or any newly formed Subsidiary of
     Company in connection with such acquisition shall be owned 100% by the
     Company or a Guarantor Subsidiary thereof, and (B) Holdings and Company
     shall have taken, or caused to be taken, as of the date such Person becomes
     a Subsidiary of Borrower, each of the actions set forth in Section 5.9, as
     applicable;

               (iv) Holdings and its Subsidiaries shall be in compliance with,
     immediately before and after giving pro forma effect to such acquisition,
     Section 6.6;

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               (v)  Company shall have delivered to Administrative Agent (A) at
     least 10 Business Days prior to such proposed acquisition, a Compliance
     Certificate evidencing pro forma compliance with Section 6.6, as required
     under clause (iv) above, together with all relevant financial information
     with respect to such acquired assets, including, without limitation, the
     aggregate consideration for such acquisition and any other information
     required to demonstrate pro forma compliance with Section 6.6;

               (vi) any Person or assets or division as acquired in accordance
     herewith shall be in same or related business or lines of business in which
     Company and/or its Subsidiaries are engaged as of the Closing Date or such
     other lines of business as may be consented to by Requisite Lenders; and

               (vii) the aggregate purchase price (whether cash, equity,
     indebtedness (incurred or assumed), or a combination thereof) paid in
     connection with all such acquisitions since the Closing Date does not
     exceed $5,000,000.

          "PERMITTED HOLDERS" means the Hales, their respective Family Members,
and their respective Family Trusts.

          "PERMITTED LIENS" means each of the Liens permitted pursuant to
Section 6.2.

          "PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and Governmental Authorities.

          "PLEDGE AND SECURITY AGREEMENT" means the Pledge and Security
Agreement to be executed by Company and each Guarantor substantially in the form
of EXHIBIT I, as it may be amended, supplemented or otherwise modified from time
to time.

          "PREMIUM" as defined in Section 2.12(c)

          "PRIME RATE" means the variable per annum rate of interest so
designated from time to time by the Administrative Agent or any successor
thereto, as its prime rate. The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate being charged to any customer.

          "PRINCIPAL OFFICE" means such Person's "Principal Office" as set forth
on APPENDIX B, or such other office as such Person may from time to time
designate in writing to Company, Administrative Agent and each Lender.

          "PROJECTIONS" as defined in Section 4.8.

          "PRO RATA SHARE" means, with respect to all payments, computations and
other matters relating to the Commitment or the Loans of any Lender, the
percentage obtained by dividing (x) the

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<PAGE>   33

Loan Exposure of that Lender by (y) the aggregate Loan Exposure of all Lenders
Loan Exposure. The Pro Rata Share of each Lender as of the Closing Date for
purposes of each of clauses (i) and (ii) of the preceding sentence is set forth
opposite the name of that Lender in APPENDIX A.

          "PUC" means, with respect the any state, the public utilities
commission, public service commission or other state Governmental Authority with
responsibility for telecommunications regulation in such state and/or having
telecommunications regulatory jurisdiction over Holdings, Company or any of its
Subsidiaries, or any of their respective business, operations or assets. "REAL
ESTATE ASSET" means, at any time of determination, any interest (fee, leasehold
or otherwise) then owned by any Credit Party in any real property.

          "RECORD DOCUMENT" means, with respect to any Leasehold Property, (i)
the lease evidencing such Leasehold Property or a memorandum thereof, executed
and acknowledged by the owner of the affected real property, as lessor, or (ii)
if such Leasehold Property was acquired or subleased from the holder of a
Recorded Leasehold Interest, the applicable assignment or sublease document,
executed and acknowledged by such holder, in each case in form sufficient to
give such constructive notice upon recordation and otherwise in form reasonably
satisfactory to Collateral Agent.

          "RECORDED LEASEHOLD INTEREST" means a Leasehold Property with respect
to which a Record Document has been recorded in all places necessary or
desirable, in Administrative Agent's reasonable judgment, to give constructive
notice of such Leasehold Property to third-party purchasers and encumbrancers of
the affected real property.

          "REGISTER" as defined in Section 2.4(b).

          "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

          "RELATED AGREEMENTS" means the FEC Security Agreement and all
agreements with respect to the Comdisco equipment financing.

          "RELATED FUND" means, with respect to any Lender that is an investment
fund, any other investment fund that invests in commercial loans and that is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

          "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Material), including the
movement of any Hazardous Material through the air, soil, surface water or
groundwater.

          "REPLACEMENT LENDER" as defined in Section 2.21.

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          "REQUISITE LENDERS" means two or more Lenders having or holding Loan
Exposure representing more than 50% of the aggregate Loan Exposure of all
Lenders.

          "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of Holdings or Company now or hereafter outstanding, except a dividend payable
solely in shares of that class of stock to the holders of that class; (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of stock
of Holdings or Company now or hereafter outstanding; (iii) any payment made to
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of stock of Holdings or Company now
or hereafter outstanding.

          "REVENUES" means, for any Fiscal Quarter, the gross revenues of
Holdings and its Subsidiaries on a consolidated basis for such period taken as a
single accounting period determined in conformity with GAAP.

          "S&P" means Standard & Poor's Ratings Group, a division of The McGraw
Hill Corporation.

          "SECURED PARTIES" has the meaning assigned to that term in the Pledge
and Security Agreement.

          "SECURITIES" means any stock, shares, partnership interests, voting
trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

          "SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time, and any successor statute.

          "SOLVENCY CERTIFICATE" means a Solvency Certificate of the chief
financial officer of Holdings substantially in the form of EXHIBIT G-2.

          "SOLVENT" means, with respect to any Person, that as of the date of
determination both (i) (a) the sum of such Person's debt (including contingent
liabilities) does not exceed all of its property, at a fair valuation; (b) the
present fair saleable value of the property of such Person is not less than the
amount that will be required to pay the probable liabilities on such Person's
then existing debts as they become absolute and matured; (c) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (d) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (ii) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this

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definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability (irrespective of whether such contingent liabilities
meet the criteria for accrual under Statement of Financial Accounting Standard
No.5).

          "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of
stock or other ownership interests entitled (without regard to the occurrence of
any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof; PROVIDED, in determining the percentage of ownership interests of any
Person controlled by another Person, no ownership interest in the nature of a
"qualifying share" of the former Person shall be deemed to be outstanding.

          "SYNDICATION AGENT" as defined in the preamble hereto.

          "SYSTEMS" means any of the computer hardware, firmware or software
systems associated with information processing and delivery, operations or
services (e.g., security and alarms, elevators, communications, and HVAC)
operated by, provided to or otherwise reasonably necessary to the business or
operations of Holdings and its Subsidiaries.

          "TAX" means any present or future tax, levy, impost, duty, assessment,
charge, fee, deduction or withholding of any nature and whatever called, by
whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or
assessed; PROVIDED, "Tax on the overall net income" of a Person shall be
construed as a reference to a tax imposed by the jurisdiction in which that
Person is organized or in which that Person's applicable principal office
(and/or, in the case of a Lender, its lending office) is located or in which
that Person (and/or, in the case of a Lender, its lending office) is deemed to
be doing business on all or part of the net income, profits or gains (whether
worldwide, or only insofar as such income, profits or gains are considered to
arise in or to relate to a particular jurisdiction, or otherwise) of that Person
(and/or, in the case of a Lender, its applicable lending office).

          "TERMINATED LENDER" as defined in Section 2.21.

          "TOTAL CAPITALIZATION" means the sum of (a) Consolidated Total Debt
and (b) paid-in-equity capital (including preferred stock) and excluding any
accumulated deficits resulting from operations.

          "TOTAL UTILIZATION OF COMMITMENTS" means, as of any date of
determination, the sum of the aggregate outstanding principal amount of all
Loans.

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          "TRANSACTION COSTS" means the fees, costs and expenses payable by
Company on or before the Closing Date in connection with the transactions
contemplated by the Credit Documents.

          "TYPE OF LOAN" means a Base Rate Loan or a Eurodollar Rate Loan.

          "UCC" means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.

          "UCC QUESTIONNAIRE" means a certificate in form satisfactory to the
Collateral Agent that provides information with respect to the personal or mixed
property of each Credit Party.

     1.2. ACCOUNTING TERMS. Except as otherwise expressly provided herein, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Holdings to Lenders pursuant to Section 5.1(a),
5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the
time of such preparation (and delivered together with the reconciliation
statements provided for in Section 5.1(e), if applicable). Subject to the
foregoing, calculations in connection with the definitions, covenants and other
provisions hereof shall utilize accounting principles and policies in conformity
with those used to prepare the Historical Financial Statements.

     1.3. INTERPRETATION, ETC. Any of the terms defined herein may, unless the
context otherwise requires, be used in the singular or the plural, depending on
the reference. References herein to any Section, Appendix, Schedule or Exhibit
shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may
be, hereof unless otherwise specifically provided. The use herein of the word
"include" or "including", when following any general statement, term or matter,
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

SECTION 2. LOANS

     2.1. LOANS.

          (a)  LOANS. During the Commitment Period, subject to the terms and
conditions hereof, each Lender holding a Commitment severally agrees to make
Loans to Company in the aggregate amount up to but not exceeding such Lender's
Commitment; PROVIDED, HOWEVER, the aggregate amount of Loans outstanding at any
one time shall not exceed the lesser of (i) the aggregate Commitments and (ii)
the Borrowing Base. Company may make one or more drawings on the Commitments
during the Commitment Period. Subject to Sections 2.9, 2.10 and 2.11, all
amounts owed hereunder with respect to the Loans shall be paid in full no later
than the Maturity Date. Subject to Section 2.11, each Lender's Commitment shall
terminate immediately and without further action upon the funding in full of
such Lender's Commitment. Any amounts borrowed under this Section

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2.1(a) and subsequently repaid or prepaid may not be re-borrowed; PROVIDED that,
notwithstanding the foregoing, any prepayments by Borrower pursuant to Sections
2.11(a), 2.11(b) or 2.11(e)(i) shall reinstate Commitments by the amount of such
prepayment and Loans may subsequently be made in the amount of such reinstated
Commitments in accordance with the terms of this Agreement.

          (b)  BORROWING MECHANICS FOR LOANS.

               (i)  Loans shall be made in a minimum amount of $5,000,000 and
integral multiples of $1,000,000 in excess thereof.

               (ii) Whenever Company desires that Lenders make Loans, Company
shall deliver to Administrative Agent telephonic notice, followed by a fully
executed and delivered (A) Funding Notice, (B) Borrowing Base Certificate and
(C) in the case of the initial drawing, a Compliance Certificate as of the most
recently completed Fiscal Quarter, in each case no later than 10:00 a.m. (New
York City time) at least three Business Days in advance of the proposed Credit
Date in the case of a Eurodollar Rate Loan, and at least one Business Day in
advance of the proposed Credit Date in the case of a Loan that is a Base Rate
Loan. Except as otherwise provided herein, a Funding Notice for a Loan that is a
Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to make a borrowing in accordance
therewith. Anything contained in this Agreement to the contrary notwithstanding,
in no event shall the Total Utilization of Commitments at any time exceed the
Borrowing Base Amount then in effect (determined on the date on which
Administrative Agent has most recently received a Borrowing Base Certificate)
and in no event shall the Total Utilization of Commitments exceed the amount of
all Commitments then in effect.

               (iii) Notice of receipt of each Funding Notice in respect of
Loans, together with the amount of each Lender's Pro Rata Share thereof, if any,
the Type of Loan being funded together with the applicable interest rate, shall
be provided by Administrative Agent to each applicable Lender by telefacsimile
with reasonable promptness, but not later than 2:00 p.m. (New York City time) on
the same day as Administrative Agent's receipt of such Notice from Company.

               (iv) Each Lender shall make the amount of its Loan available to
Administrative Agent not later than 12:00 p.m. (New York City time) on the
applicable Credit Date by wire transfer of same day funds in Dollars, at the
Administrative Agent's Principal Office. Except as provided herein, upon
satisfaction or waiver of the conditions precedent specified herein,
Administrative Agent shall make the proceeds of such Loans available to Company
on the applicable Credit Date by causing an amount of same day funds in Dollars
equal to the proceeds of all such Loans received by Administrative Agent from
Lenders to be credited to the account of Company at the Administrative Agent's
Principal Office or such other account as may be designated in writing to
Administrative Agent by Company not later than 2:00 p.m. (New York City time) on
the applicable Credit Date.

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     2.2. PRO RATA SHARES; AVAILABILITY OF FUNDS.

          (a)  PRO RATA SHARES. All Loans shall be made, by Lenders
simultaneously and proportionately to their respective Pro Rata Shares, it being
understood that no Lender shall be responsible for any default by any other
Lender in such other Lender's obligation to make a Loan requested hereunder or
purchase a participation required hereby nor shall any Commitment of any Lender
be increased or decreased as a result of a default by any other Lender in such
other Lender's obligation to make a Loan requested hereunder required hereby.

          (b)  AVAILABILITY OF FUNDS. Unless Administrative Agent shall have
been notified by any Lender prior to the applicable Credit Date that such Lender
does not intend to make available to Administrative Agent the amount of such
Lender's Loan requested on such Credit Date, Administrative Agent may assume
that such Lender has made such amount available to Administrative Agent on such
Credit Date and Administrative Agent may, in its sole discretion, but shall not
be obligated to, make available to Company a corresponding amount on such Credit
Date. If such corresponding amount is not in fact made available to
Administrative Agent by such Lender, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Credit Date until the date such amount
is paid to Administrative Agent, at the customary rate set by Administrative
Agent for the correction of errors among banks for three Business Days and
thereafter at the Base Rate. If such Lender does not pay such corresponding
amount forthwith upon Administrative Agent's demand therefor, Administrative
Agent shall promptly notify Company and Company shall immediately pay such
corresponding amount to Administrative Agent together with interest thereon, for
each day from such Credit Date until the date such amount is paid to
Administrative Agent, at the rate payable hereunder for Base Rate Loans. Nothing
in this Section 2.2(b) shall be deemed to relieve any Lender from its obligation
to fulfill its Commitments hereunder or to prejudice any rights that Company may
have against any Lender as a result of any default by such Lender hereunder.

     2.3. USE OF PROCEEDS. The proceeds of the Loans shall be used by Company to
(y) to provide purchase money financing for the cost of design, development,
acquisition, construction, installation, improvement, transportation or
integration of equipment, inventory, and network assets and (z) for general
corporate purposes, and working capital financing for Company and its Domestic
Subsidiaries. No portion of the proceeds of any Credit Extension shall be used
in any manner that causes or might cause such Credit Extension or the
application of such proceeds to violate Regulation T, Regulation U or Regulation
X of the Board of Governors of the Federal Reserve System or any other
regulation thereof or to violate the Exchange Act.

     2.4. EVIDENCE OF DEBT; REGISTER; LENDERS' BOOKS AND RECORDS; NOTES.

          (a)  LENDERS' EVIDENCE OF DEBT. Each Lender shall maintain on its
internal records an account or accounts evidencing the Indebtedness of Company
to such Lender, including the amounts of the Loans made by it and each repayment
and prepayment in respect thereof. Any such recordation shall be prima facie
evidence, absent manifest error; PROVIDED, failure to make any such recordation,
or any error in such recordation, shall not affect any Lender's Commitments or
Company's Obligations

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<PAGE>   39

in respect of any applicable Loans; and PROVIDED FURTHER, in the event of any
inconsistency between the Register and any Lender's records, the recordations in
the Register shall govern.

          (b)  REGISTER. Administrative Agent shall maintain at its Principal
Office a register for the recordation of the names and addresses of Lenders and
the Commitments and Loans of each Lender from time to time (the "REGISTER"). The
Register shall be available for inspection by Company or any Lender at any
reasonable time and from time to time upon reasonable prior notice.
Administrative Agent shall record in the Register the Commitments and the Loans,
and each repayment or prepayment in respect of the principal amount of the
Loans, and any such recordation shall be conclusive and binding on Company and
each Lender, absent manifest error; PROVIDED, failure to make any such
recordation, or any error in such recordation, shall not affect any Lender's
Commitments or Company's Obligations in respect of any Loan. Company hereby
designates Fleet to serve as Company's agent solely for purposes of maintaining
the Register as provided in this Section 2.4, and Company hereby agrees that, to
the extent Fleet serves in such capacity, Fleet and its officers, directors,
employees, agents and affiliates shall constitute "Indemnitees."

          (c)  NOTES. If so requested by any Lender by written notice to Company
(with a copy to Administrative Agent) at least two Business Days prior to the
Closing Date, or at any time thereafter, Company shall execute and deliver to
such Lender (and/or, if applicable and if so specified in such notice, to any
Person who is an assignee of such Lender pursuant to Section 10.6) on the
Closing Date (or, if such notice is delivered after the Closing Date, promptly
after Company's receipt of such notice) a Note or Notes to evidence such
Lender's Loans.

     2.5. INTEREST ON LOANS.

          (a)  Except as otherwise set forth herein, each Loan shall bear
interest on the unpaid principal amount thereof from the date made through
repayment (whether by acceleration or otherwise) thereof as follows:

               (i)  if a Base Rate Loan, at the Base Rate plus the Applicable
Margin; or

               (ii) if a Eurodollar Rate Loan, at the Adjusted LIBOR Rate plus
the Applicable Margin.

          (b)  The basis for determining the rate of interest with respect to
any Loan, and the Interest Period with respect to any Eurodollar Rate Loan,
shall be selected by Company and notified to Administrative Agent and Lenders
pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as
the case may be. If on any day a Loan is outstanding with respect to which a
Funding Notice or Conversion/Continuation Notice has not been delivered to
Administrative Agent in accordance with the terms hereof specifying the
applicable basis for determining the rate of interest, then for that day such
Loan shall be a Base Rate Loan.

          (c)  In connection with Eurodollar Rate Loans there shall be no more
than ten (10) Interest Periods outstanding at any time. In the event Company
fails to specify between a Base Rate

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<PAGE>   40

Loan or a Eurodollar Rate Loan in the applicable Funding Notice or
Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate
Loan) will be automatically converted into a Base Rate Loan on the last day of
the then-current Interest Period for such Loan (or if outstanding as a Base Rate
Loan will remain as, or (if not then outstanding) will be made as, a Base Rate
Loan). In the event Company fails to specify an Interest Period for any
Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation
Notice, Company shall be deemed to have selected an Interest Period of one
month. As soon as practicable after 10:00 a.m. (New York City time) on each
Interest Rate Determination Date, Administrative Agent shall determine (which
determination shall, absent manifest error, be final, conclusive and binding
upon all parties) the interest rate that shall apply to the Eurodollar Rate
Loans for which an interest rate is then being determined for the applicable
Interest Period and shall promptly give notice thereof (in writing or by
telephone confirmed in writing) to Company and each Lender.

          (d)  Interest payable pursuant to Section 2.5(a) shall be computed (v)
in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the
case may be, and (vi) in the case of Eurodollar Rate Loans, on the basis of a
360-day year, in each case for the actual number of days elapsed in the period
during which it accrues. In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate
Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; PROVIDED, if a Loan is repaid on the same day on
which it is made, one day's interest shall be paid on that Loan.

          (e)  Except as otherwise set forth herein, interest on each Loan shall
be payable in arrears on and to (vii) each Interest Payment Date applicable to
that Loan; (viii) any prepayment of that Loan, whether voluntary or mandatory,
to the extent accrued on the amount being prepaid; and (ix0 at maturity,
including final maturity; PROVIDED, however, with respect to any voluntary
prepayment of a Base Rate Loan, accrued interest shall instead be payable on the
applicable Interest Payment Date.

     2.6. CONVERSION/CONTINUATION.

          (a)  Subject to Section 2.16 and so long as no Default or Event of
Default shall have occurred and then be continuing, Company shall have the
option:

               (x)  to convert at any time all or any part of any Loan equal to
$5,000,000 and integral multiples of $1,000,000 in excess of that amount from
one Type of Loan to another Type of Loan; PROVIDED, a Eurodollar Rate Loan may
only be converted into a Base Rate Loan on the expiration of the Interest Period
applicable to such Eurodollar Rate Loan unless Company shall pay all amounts due
under Section 2.16(c) in connection with any such conversion; or

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<PAGE>   41

               (xi) upon the expiration of any Interest Period applicable to any
Eurodollar Rate Loan, to continue all or any portion of such Loan equal to
$5,000,000and integral multiples of $1,000,000 in excess of that amount as a
Eurodollar Rate Loan.

          (b)  Company shall deliver a Conversion/Continuation Notice to
Administrative Agent no later than 10:00 a.m. (New York City time) at least one
Business Day in advance of the proposed conversion date (in the case of a
conversion to a Base Rate Loan) and at least three Business Days in advance of
the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a
Conversion/Continuation Notice for conversion to, or continuation of, any
Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be
irrevocable on and after the related Interest Rate Determination Date, and
Company shall be bound to effect a conversion or continuation in accordance
therewith.

     2.7. DEFAULT INTEREST. Upon the occurrence and during the continuance of an
Event of Default described in Section 8.1(a), the principal amount of all Loans
and, to the extent permitted by applicable law, any interest payments on the
Loans or any fees or other amounts owed hereunder not paid when due, in each
case whether at stated maturity, by notice of prepayment, by acceleration or
otherwise, shall thereafter bear interest (including post-petition interest in
any proceeding under the Bankruptcy Code or other applicable bankruptcy laws)
payable on demand at a rate that is 2% per annum in excess of the interest rate
otherwise payable hereunder with respect to the applicable Loans (or, in the
case of any such fees and other amounts, at a rate which is 2% per annum in
excess of the interest rate otherwise payable hereunder for Base Rate Loans);
PROVIDED, in the case of Eurodollar Rate Loans, upon the expiration of the
Interest Period in effect at the time any such increase in interest rate is
effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and
shall thereafter bear interest payable upon demand at a rate which is 2% per
annum in excess of the interest rate otherwise payable hereunder for Base Rate
Loans. Payment or acceptance of the increased rates of interest provided for in
this Section 2.7 is not a permitted alternative to timely payment and shall not
constitute a waiver of any Event of Default or otherwise prejudice or limit any
rights or remedies of Administrative Agent or any Lender.

     2.8. FEES.

          (a)  Company agrees to pay to Lenders through Administrative Agent a
commitment fee equal to (1) the average daily unused Commitments of such Lender
during the preceding quarter multiplied by (2) 0.50% per annum. The
aforementioned fee shall be paid to Administrative Agent at its Principal Office
and upon receipt, Administrative Agent shall promptly distribute to each Lender
its Pro Rata Share thereof.

          (b)  The fee referred to in Section 2.8(a) shall be calculated on the
basis of a 360-day year and the actual number of days elapsed and shall be
payable (i) quarterly in arrears on March 31, June 30, September 30 and December
31 of each year commencing on the first such date to occur after the Closing
Date and (ii) on the Commitment Termination Date.

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<PAGE>   42

          (c)  On each Credit Date, Company agrees to pay to Lenders a fee equal
to (1) the aggregate amount of Loans made available to Company on such Credit
Date (other than re-borrowings of amounts previously prepaid pursuant to
Sections 2.11(a), 2.11(b) and 2.11(e)) multiplied by (2) 1.00%. The
aforementioned fee shall be paid to Administrative Agent at its Principal Office
and upon receipt, Administrative Agent shall promptly distribute to each Lender
its Pro Rata Share thereof.

          (d)  In addition to any of the foregoing fees, Company agrees to pay
to Agents such other fees in the amounts and at the times separately agreed upon
by Company and such Agents thereby.

     2.9. PAYMENTS/COMMITMENT REDUCTIONS. The principal amounts of the Loans,
together with all other amounts owed hereunder with respect thereto, shall be
permanently repaid in full no later than the Maturity Date, subject to any
voluntary or mandatory reduction or prepayments of the Commitments and/or the
Loans in accordance with Sections 2.10, 2.11 and 2.12.

     2.10. VOLUNTARY PREPAYMENTS/COMMITMENT REDUCTIONS.

          (a)  VOLUNTARY PREPAYMENTS.

               (xii) Any time and from time to time:

                    (1)  with respect to Base Rate Loans, Company may prepay,
     any such Loans on any Business Day in whole or in part; PROVIDED, any such
     partial prepayments shall be in an aggregate minimum amount of $5,000,000
     and integral multiples of $1,000,000 in excess of that amount; and

                    (2)  with respect to Eurodollar Rate Loans, Company may
     prepay (subject to Section 2.16) any such Loans on any Business Day in
     whole or in part; PROVIDED, any such partial prepayments shall be in an
     aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000
     in excess of that amount.

               (xiii) All such prepayments shall be made:

                    (1)  upon not less than one Business Day's prior written or
          telephonic notice, in the case of Base Rate Loans; and

                    (2)  upon not less than three Business Days' prior written
          or telephonic notice, in the case of Eurodollar Rate Loans;

in each case given to Administrative Agent, as the case may be, by 12:00 p.m.
(New York City time) on the date required and, if given by telephone, promptly
confirmed in writing to Administrative Agent (and Administrative Agent will
promptly transmit such telephonic or original notice by telefacsimile or
telephone to each Lender). Upon the giving of any such notice, the principal
amount of the Loans specified in such notice shall become due and payable on the
prepayment date specified therein.

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<PAGE>   43

          (b)  VOLUNTARY COMMITMENT REDUCTIONS.

               (i)  Company may, upon not less than three Business Days' prior
written or telephonic notice confirmed in writing to Administrative Agent (which
original written or telephonic notice Administrative Agent will promptly
transmit by telefacsimile or telephone to each applicable Lender), at any time
and from time to time terminate in whole or permanently reduce in part the
Commitments in an amount up to the amount by which the Commitments exceed the
Total Utilization of Commitments at the time of such proposed termination or
reduction; PROVIDED, any such partial reduction of the Commitments shall be in
an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000
in excess of that amount.

               (ii) Company's notice to Administrative Agent shall designate the
date (which shall be a Business Day) of such termination or reduction and the
amount of any partial reduction, and such termination or reduction of the
Commitments shall be effective on the date specified in Company's notice and
shall reduce the Commitment of each Lender proportionately to its Pro Rata Share
thereof.

     2.11. MANDATORY PREPAYMENTS/COMMITMENT REDUCTIONS.

          (a)  ASSET SALES. No later than the first Business Day following the
date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale
Proceeds, Company shall prepay the Loans and/or permanently reduce the
Commitments in accordance with Section 2.12(a) in an aggregate amount equal to
such Net Asset Sale Proceeds; PROVIDED, so long as no Default or Event of
Default shall have occurred and be continuing, Company shall have the option,
directly or through one or more of its Subsidiaries, to invest Net Asset Sale
Proceeds, up to an aggregate $5,000,000 from the Closing Date through the
applicable date of determination, within two hundred seventy (270) days of
receipt thereof in long-term productive assets of the general type used in the
business of Company and its Subsidiaries. During the period between the receipt
of Net Asset Sale Proceeds and the investment of Net Assets Sale Proceeds in
accordance with the proviso in the immediately preceding sentence, the Company
may prepay, subject to Section 2.12(c), any outstanding Loans (and, concurrently
therewith, the Commitments shall be increased by the amount thereof) and
subsequently re-borrow such amount, without any fee pursuant to Section 2.8(c),
for the purpose of making such investment.

          (b)  INSURANCE/CONDEMNATION PROCEEDS. No later than the first Business
Day following the date of receipt by Holdings or any of its Subsidiaries, or
Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds,
Company shall prepay the Loans and/or permanently reduce the Commitments in
accordance with Section 2.12(a) in an aggregate amount equal to such Net
Insurance/Condemnation Proceeds; PROVIDED, so long as no Default or Event of
Default shall have occurred and be continuing, Company shall have the option,
directly or through one or more of its Subsidiaries, to invest such Net
Insurance/Condemnation Proceeds, up to an aggregate $5,000,000 from the Closing
Date through the applicable date of determination, within two hundred seventy
(270) days of receipt thereof in long term productive assets of the general type
used in the business of Holdings and its Subsidiaries, which investment may
include the repair, restoration or replacement of the applicable assets thereof.
During the period between the receipt of Net Insurance/Condemnation

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<PAGE>   44

Proceeds and the investment of Net Insurance/Condemnation Proceeds in accordance
with the proviso in the immediately preceding sentence, the Company may prepay,
subject to Section 2.12(c), any outstanding Loans (and, concurrently therewith,
the Commitments shall be increased by the amount thereof) and subsequently
re-borrow such amount, without any fee pursuant to Section 2.8(c), for the
purpose of making such investment.

          (c)  ISSUANCE OF EQUITY SECURITIES. On the date of receipt by Holdings
of any Cash proceeds from a capital contribution to, or the issuance of, any
Capital Stock of Holdings or any of its Subsidiaries (other than pursuant to any
warrants, employee stock or stock option compensation plan), Company shall
prepay the Loans and/or permanently reduce the Commitments in accordance with
Section 2.12(a) in an aggregate amount equal to 100% of such proceeds, net of
underwriting discounts and commissions and other reasonable costs and expenses
associated therewith, including reasonable legal fees and expenses.

          (d)  ISSUANCE OF DEBT. On the date of receipt by Holdings or any of
its Subsidiaries of any Cash proceeds from incurrence of any Indebtedness of
Holdings or any of its Subsidiaries (other than with respect to any Indebtedness
permitted to be incurred pursuant to Section 6.1), Company shall prepay the
Loans and/or permanently reduce the Commitments in accordance with Section
2.12(a) in an aggregate amount equal to 100% of such proceeds, net of
underwriting discounts and commissions and other reasonable costs and expenses
associated therewith, including reasonable legal fees and expenses.

          (e)  COMMITMENT LIMITS. Company shall from time to time prepay the
Loans to the extent necessary so that the Total Utilization of Commitments shall
not at any time exceed the lesser of (i) the Borrowing Base Amount then in
effect (determined on the date on which Administrative Agent has most recently
received a Borrowing Base Certificate) and (ii) the Commitments then in effect;
PROVIDED that, in the case of prepayments pursuant to clause (i) no Premium
shall be payable with respect thereto pursuant to Section 2.12(c). Any
prepayments made pursuant to clause (i) above shall, concurrently therewith,
increase Commitments by the amount thereof and may subsequently be re-borrowed,
without any fee pursuant to Section 2.8(c), in accordance with the provisions of
this Agreement.

          (f)  PREPAYMENT CERTIFICATE. Concurrently with any prepayment of the
Loans and/or reduction of the Commitments pursuant to Sections 2.11(a) through
2.11(d), Company shall deliver to Administrative Agent a certificate of an
Authorized Officer demonstrating the calculation of the amount of the applicable
net proceeds. In the event that Company shall subsequently determine that the
actual amount received exceeded the amount set forth in such certificate,
Company shall promptly make an additional prepayment of the Loans and/or the
Commitments shall be permanently reduced) in an amount equal to such excess, and
Company shall concurrently therewith deliver to Administrative Agent a
certificate of an Authorized Officer demonstrating the derivation of such
excess.

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     2.12. APPLICATION OF PREPAYMENTS/REDUCTIONS.

          (a)  APPLICATION OF MANDATORY PREPAYMENTS. Any amount required to be
paid pursuant to Sections 2.11(a) through 2.11(d) shall be applied FIRST to
prepay Loans and SECOND to reduce Commitments.

          (b)  APPLICATION OF PREPAYMENTS OF LOANS TO BASE RATE LOANS AND
EURODOLLAR RATE LOANS. Any prepayment of Loans shall be applied first to Base
Rate Loans to the full extent thereof before application to Eurodollar Rate
Loans, in each case in a manner which minimizes the amount of any payments
required to be made by Company pursuant to Section 2.16(c).

          (c)  PREPAYMENT/REDUCTION PREMIUM. Notwithstanding anything herein to
the contrary but subject to the provisions set forth in Section 2.11(e), upon
any prepayment of any Loan or any reduction of Commitments pursuant to Section
2.10 or 2.11 on or prior to the eighteen (18) month anniversary of the Closing
Date, Company shall also pay to Administrative Agent, for the account of the
holders of the Loans then being prepaid or Lenders with Commitments being
reduced, as the case may be, an amount equal to (i) in the case of Loan
prepayments, (A) the aggregate principal amount of such Loans, times (B) the
Applicable Premium Percentage for Loan prepayments determined as of such date of
prepayment and (ii) in the case of Commitment reductions, (A) the aggregate
principal amount of such reduction of Commitments, times (B) the Applicable
Premium Percentage for Commitment reductions determined as of such date of
reduction (in both instances (A) and (B), such amount being the "PREMIUM"). Any
payment of the Premium shall be in addition to, and not in limitation of, any
other amount payable hereunder or under any other Credit Document in connection
with any prepayment of the Term Loans or reduction of the Commitments. Upon
receipt thereof, Administrative Agent shall promptly distribute each Premium to
each applicable Lender pursuant to Section 2.14(c).

     2.13. ALLOCATION OF CERTAIN PAYMENTS AND PROCEEDS. If an Event of Default
shall have occurred and not otherwise been waived, and the maturity of the
Obligations shall have been accelerated pursuant to Section 8.1, all payments or
proceeds received by Agents hereunder in respect of any of the Obligations,
shall be applied in accordance with the application arrangements described in
Section 6.5 of the Pledge and Security Agreement.

     2.14. GENERAL PROVISIONS REGARDING PAYMENTS.

          (a)  All payments by Company of principal, interest, fees and other
Obligations shall be made in Dollars in same day funds, without defense, setoff
or counterclaim, free of any restriction or condition, and delivered to
Administrative Agent not later than 12:00 p.m. (New York City time) on the date
due at the Administrative Agent's Principal Office for the account of Lenders;
funds received by Administrative Agent after that time on such due date shall be
deemed to have been paid by Company on the next succeeding Business Day.

          (b)  All payments in respect of the principal amount of any Loan shall
include payment of accrued interest on the principal amount being repaid or
prepaid, and all such payments

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(and, in any event, any payments in respect of any Loan on a date when interest
is due and payable with respect to such Loan) shall be applied to the payment of
interest before application to principal.

          (c)  Administrative Agent shall promptly distribute to each Lender at
such address as such Lender shall indicate in writing, such Lender's applicable
Pro Rata Share, giving effect to any adjustments in Pro Rata Shares on and after
the Closing Date, of all payments and prepayments of principal and interest due
hereunder, together with all other amounts due thereto, including, without
limitation, all fees payable with respect thereto, to the extent received by
Administrative Agent.

          (d)  Notwithstanding the foregoing provisions hereof, if any
Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any
Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any
Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning payments received thereafter.

          (e)  Subject to the provisos set forth in the definition of "Interest
Period", whenever any payment to be made hereunder shall be stated to be due on
a day that is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest hereunder and of the Commitment fees
payable hereunder.

          (f)  Company hereby authorizes Administrative Agent to charge
Company's accounts with Administrative Agent in order to cause timely payment to
be made to Administrative Agent of all principal, interest, fees and expenses
due hereunder (subject to sufficient funds being available in its accounts for
that purpose).

          (g)  Administrative Agent shall deem any payment by or on behalf of
Company hereunder that is not made in same day funds prior to 12:00 p.m. (New
York City time) on or before the due date to be a non-conforming payment. Any
such payment shall not be deemed to have been received by Administrative Agent
until the later of (i) the time such funds become available funds, and (ii) the
applicable next Business Day. Administrative Agent shall give prompt telephonic
notice to Company and each applicable Lender (confirmed in writing) if any
payment is non-conforming. Any non-conforming payment may constitute or become a
Default or Event of Default in accordance with the terms of Section 8.1(a).
Interest shall continue to accrue on any principal as to which a non-conforming
payment is made until such funds become available funds (but in no event less
than the period from the date of such payment to the next succeeding applicable
Business Day) at the rate determined pursuant to Section 2.7 from the date such
amount was due and payable until the date such amount is paid in full.

          (h)  If an Event of Default shall have occurred and not otherwise been
waived, and the maturity of the Obligations shall have been accelerated pursuant
to Section 8.1, all payments or proceeds received by Agents hereunder in respect
of any of the Obligations, shall be applied in accordance with the application
arrangements described in Section 6.5 of the Pledge and Security Agreement.

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<PAGE>   47

     2.15. RATABLE SHARING. Lenders hereby agree among themselves that, except
as otherwise provided in the Collateral Documents with respect to amounts
realized from the exercise of rights with respect to Liens on the Collateral, if
any of them shall after the occurrence and during the continuance of a Default
or Event of Default, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof),
through the exercise of any right of set-off or banker's lien, by counterclaim
or cross action or by the enforcement of any right under the Credit Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, fees and other amounts then due and
owing to such Lender hereunder or under the other Credit Documents
(collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than
the proportion received by any other Lender in respect of the Aggregate Amounts
Due to such other Lender, then the Lender receiving such proportionately greater
payment shall (a) notify Administrative Agent and each other Lender of the
receipt of such payment and (b) apply a portion of such payment to purchase
participations (which it shall be deemed to have purchased from each seller of a
participation simultaneously upon the receipt by such seller of its portion of
such payment) in the Aggregate Amounts Due to the other Lenders so that all such
recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion
to the Aggregate Amounts Due to them; PROVIDED, if all or part of such
proportionately greater payment received by such purchasing Lender is thereafter
recovered from such Lender upon the bankruptcy or reorganization of Company or
otherwise, those purchases shall be rescinded and the purchase prices paid for
such participations shall be returned to such purchasing Lender ratably to the
extent of such recovery, but without interest. Company expressly consents to the
foregoing arrangement and agrees that any holder of a participation so purchased
may exercise any and all rights of banker's lien, set-off or counterclaim with
respect to any and all monies owing by Company to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.

     2.16. MAKING OR MAINTAINING EURODOLLAR RATE LOANS.

          (a)  INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the event
that Administrative Agent shall have determined (which determination shall be
final and conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date with respect to any Eurodollar Rate Loans, that by reason of
circumstances affecting the London interbank market adequate and fair means do
not exist for ascertaining the interest rate applicable to such Loans on the
basis provided for in the definition of Adjusted LIBOR Rate, Administrative
Agent shall on such date give notice (by telefacsimile or by telephone confirmed
in writing) to Company and each Lender of such determination, whereupon (i) no
Loans may be made as, or converted to, Eurodollar Rate Loans until such time as
Administrative Agent notifies Company and Lenders that the circumstances giving
rise to such notice no longer exist, and (ii) any Funding Notice or
Conversion/Continuation Notice given by Company with respect to the Loans in
respect of which such determination was made shall be deemed to be rescinded by
Company.

          (b)  ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR RATE LOANS. In the
event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto but shall be
made only after consultation with Company and Administrative Agent) that the
making, maintaining or continuation of its Eurodollar Rate Loans (i) has become

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unlawful as a result of compliance by such Lender in good faith with any law,
treaty, governmental rule, regulation, guideline or order (or would conflict
with any such treaty, governmental rule, regulation, guideline or order not
having the force of law even though the failure to comply therewith would not be
unlawful), or (ii) has become impracticable, as a result of contingencies
occurring after the date hereof which materially and adversely affect the London
interbank market or the position of such Lender in that market, then, and in any
such event, such Lender shall be an "AFFECTED LENDER" and it shall on that day
give notice (by telefacsimile or by telephone confirmed in writing) to Company
and Administrative Agent of such determination (which notice Administrative
Agent shall promptly transmit to each other Lender). Thereafter (1) the
obligation of the Affected Lender to make Loans as, or to convert Loans to,
Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by
the Affected Lender, (2) to the extent such determination by the Affected Lender
relates to a Eurodollar Rate Loan then being requested by Company pursuant to a
Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall
make such Loan as (or continue such Loan as or convert such Loan to, as the case
may be) a Base Rate Loan, (3) the Affected Lender's obligation to maintain its
outstanding Eurodollar Rate Loans (the "AFFECTED LOANS") shall be terminated at
the earlier to occur of the expiration of the Interest Period then in effect
with respect to the Affected Loans or when required by law, and (4) the Affected
Loans shall automatically convert into Base Rate Loans on the date of such
termination. Notwithstanding the foregoing, to the extent a determination by an
Affected Lender as described above relates to a Eurodollar Rate Loan then being
requested by Company pursuant to a Funding Notice or a Conversion/Continuation
Notice, Company shall have the option, subject to the provisions of Section
2.15(c), to rescind such Funding Notice or Conversion/Continuation Notice as to
all Lenders by giving notice (by telefacsimile or by telephone confirmed in
writing) to Administrative Agent of such rescission on the date on which the
Affected Lender gives notice of its determination as described above (which
notice of rescission Administrative Agent shall promptly transmit to each other
Lender). Except as provided in the immediately preceding sentence, nothing in
this Section 2.16(b) shall affect the obligation of any Lender other than an
Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar
Rate Loans in accordance with the terms hereof.

          (c)  COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST
PERIODS. Company shall compensate each Lender, upon written request by such
Lender (which request shall set forth the basis for requesting such amounts),
for all reasonable losses, expenses and liabilities (including any interest paid
by such Lender to lenders of funds borrowed by it to make or carry its
Eurodollar Rate Loans and any loss, expense or liability sustained by such
Lender in connection with the liquidation or re-employment of such funds but
excluding loss of anticipated profits) which such Lender may sustain: (i) if for
any reason (other than a default by such Lender) a borrowing of any Eurodollar
Rate Loan does not occur on a date specified therefor in a Funding Notice or a
telephonic request for borrowing, or a conversion to or continuation of any
Eurodollar Rate Loan does not occur on a date specified therefor in a
Conversion/Continuation Notice or a telephonic request for conversion or
continuation; (ii) if any prepayment or other principal payment or any
conversion of any of its Eurodollar Rate Loans occurs on a date prior to the
last day of an Interest Period applicable to that Loan; (iii) if any prepayment
of any of its Eurodollar Rate Loans is not made on any date specified in a
notice of prepayment given by Company; or (iv) as a consequence of any other
default by Company in the repayment of its Eurodollar Rate Loans when required
by the terms hereof.

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<PAGE>   49

          (d)  BOOKING OF EURODOLLAR RATE LOANS. Any Lender may make, carry or
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of such Lender.

          (e)  ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS.
Calculation of all amounts payable to a Lender under this Section 2.16 and under
Section 2.17 shall be made as though such Lender had actually funded each of its
relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted LIBOR Rate in an amount equal to the amount of such Eurodollar Rate
Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of such
Lender to a domestic office of such Lender in the United States of America;
PROVIDED, HOWEVER, each Lender may fund each of its Eurodollar Rate Loans in any
manner it sees fit and the foregoing assumptions shall be utilized only for the
purposes of calculating amounts payable under this Section 2.16 and under
Section 2.17.

     2.17. INCREASED COSTS; CAPITAL ADEQUACY.

          (a)  COMPENSATION FOR INCREASED COSTS AND TAXES. Subject to the
provisions of Section 2.18 (which shall be controlling with respect to the
matters covered thereby), in the event that any Lender shall reasonably
determine (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or Governmental Authority, in each case that
becomes effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other governmental or quasi-governmental authority (whether or
not having the force of law): (i) subjects such Lender (or its applicable
lending office) to any additional Tax (other than any Tax on the overall net
income of such Lender) with respect to this Agreement or any other Credit
Document or any of its obligations hereunder or thereunder or any payments to
such Lender (or its applicable lending office) of principal, interest, fees or
any other amount payable hereunder; (ii) imposes, modifies or holds applicable
any reserve (including any marginal, emergency, supplemental, special or other
reserve), special deposit, compulsory loan, FDIC insurance or similar
requirement against assets held by, or deposits or other liabilities in or for
the account of, or advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Lender (other than any such
reserve or other requirements with respect to Eurodollar Rate Loans that are
reflected in the definition of Adjusted LIBOR Rate); or (iii) imposes any other
condition (other than with respect to a Tax matter) on or affecting such Lender
(or its applicable lending office) or its obligations hereunder or the London
interbank market; and the result of any of the foregoing is to increase the cost
to such Lender of agreeing to make, making or maintaining Loans hereunder or to
reduce any amount received or receivable by such Lender (or its applicable
lending office) with respect thereto; then, in any such case, Lender shall
provide reasonable notice to Company of such determination and Company shall
promptly pay to such Lender, upon receipt of the statement referred to in the
next sentence, such additional amount or amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Lender in its sole discretion shall determine) as may be necessary to

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compensate such Lender for any such increased cost or reduction in amounts
received or receivable hereunder. Such Lender shall deliver to Company (with a
copy to Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to such Lender
under this Section 2.17(a), which statement shall be prima facie evidence absent
manifest error.

          (b)  CAPITAL ADEQUACY ADJUSTMENT. In the event that any Lender shall
have reasonably determined that the adoption, effectiveness, phase-in or
applicability after the date hereof of any law, rule or regulation (or any
provision thereof) regarding capital adequacy, or any change therein or in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or its applicable lending office) with any
guideline, request or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on the capital of such Lender or any corporation controlling such Lender as a
consequence of, or with reference to, such Lender's Loans or other obligations
hereunder with respect to the Loans to a level below that which such Lender or
such controlling corporation could reasonably have achieved but for such
adoption, effectiveness, phase-in, applicability, change or compliance (taking
into consideration the policies of such Lender or such controlling corporation
with regard to capital adequacy), then from time to time, within five Business
Days after receipt by Company from such Lender of the statement referred to in
the next sentence, Company shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such controlling corporation on an
after-tax basis for such reduction. Such Lender shall deliver to Company (with a
copy to Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to Lender under
this Section 2.17(b), which statement shall be prima facie evidence absent
manifest error.

     2.18. TAXES; WITHHOLDING, ETC.

          (a)  PAYMENTS TO BE FREE AND CLEAR. All sums payable by any Credit
Party hereunder and under the other Credit Documents shall (except to the extent
required by law) be paid free and clear of, and without any deduction or
withholding on account of, any Tax (other than a Tax on the overall net income
of any Lender) imposed, levied, collected, withheld or assessed by or within the
United States of America or any political subdivision in or of the United States
of America or any other jurisdiction from or to which a payment is made by or on
behalf of any Credit Party or by any federation or organization of which the
United States of America or any such jurisdiction is a member at the time of
payment.

          (b)  WITHHOLDING OF TAXES. If any Credit Party or any other Person is
required by law to make any deduction or withholding on account of any such Tax
from any sum paid or payable by any Credit Party to Administrative Agent or any
Lender under any of the Credit Documents: (i) Company shall notify
Administrative Agent of any such requirement or any change in any such
requirement as soon as Company becomes aware of it; (ii) Company shall pay any
such Tax before the date on which penalties attach thereto, such payment to be
made (if the liability to pay is imposed on any Credit Party) for its own
account or (if that liability is imposed on Administrative Agent or such Lender,
as the case

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may be) on behalf of and in the name of Administrative Agent or such Lender;
(iii) the sum payable by such Credit Party in respect of which the relevant
deduction, withholding or payment is required shall be increased to the extent
necessary to ensure that, after the making of that deduction, withholding or
payment, Administrative Agent or such Lender, as the case may be, receives on
the due date a net sum equal to what it would have received had no such
deduction, withholding or payment been required or made; and (iv) within thirty
(30) days after paying any sum from which it is required by law to make any
deduction or withholding, and within thirty (30) days after the due date of
payment of any Tax which it is required by clause (ii) above to pay, Company
shall deliver to Administrative Agent evidence satisfactory to the other
affected parties of such deduction, withholding or payment and of the remittance
thereof to the relevant taxing or other authority; provided, no such additional
amount shall be required to be paid to any Lender under clause (iii) above
except to the extent that any change after the date hereof (in the case of each
Lender listed on the signature pages hereof on the Closing Date) or after the
effective date of the Assignment Agreement pursuant to which such Lender became
a Lender (in the case of each other Lender) in any such requirement for a
deduction, withholding or payment as is mentioned therein shall result in an
increase in the rate of such deduction, withholding or payment from that in
effect at the date hereof or at the date of such Assignment Agreement in respect
of payments to such Lender.

          (c)  EVIDENCE OF EXEMPTION FROM U.S. WITHHOLDING TAX. Each Lender that
is not a United States Person (as such term is defined in Section 7701(a)(30) of
the Internal Revenue Code) for U.S. federal income tax purposes (a "NON-US
LENDER") shall deliver to Administrative Agent for transmission to Company, on
or prior to the Closing Date (in the case of each Lender listed on the signature
pages hereof on the Closing Date) or on or prior to the date of the Assignment
Agreement pursuant to which it becomes a Lender (in the case of each other
Lender), and at such other times as may be necessary in the determination of
Company or Administrative Agent (each in the reasonable exercise of its
discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or
W-8ECI (or any successor forms), properly completed and duly executed by such
Lender, and such other documentation required under the Internal Revenue Code
and reasonably requested by Company to establish that such Lender is not subject
to deduction or withholding of United States federal income tax with respect to
any payments to such Lender of principal, interest, fees or other amounts
payable under any of the Credit Documents, or (ii) if such Lender is not a
"bank" or other Person described in Section 881(c)(3) of the Internal Revenue
Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI
pursuant to clause (i) above, a Certificate re Non-Bank Status together with two
original copies of Internal Revenue Service Form W-8 (or any successor form),
properly completed and duly executed by such Lender, and such other
documentation required under the Internal Revenue Code and reasonably requested
by Company to establish that such Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to
such Lender of interest payable under any of the Credit Documents. Each Lender
required to deliver any forms, certificates or other evidence with respect to
United States federal income tax withholding matters pursuant to this Section
2.18(c) hereby agrees, from time to time after the initial delivery by such
Lender of such forms, certificates or other evidence, whenever a lapse in time
or change in circumstances renders such forms, certificates or other evidence
obsolete or inaccurate in any material respect, that such Lender shall promptly
deliver to Administrative Agent for transmission to Company two new original
copies of Internal Revenue Service Form W-8BEN or W-8ECI , or a Certificate re

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Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as
the case may be, properly completed and duly executed by such Lender, and such
other documentation required under the Internal Revenue Code and reasonably
requested by Company to confirm or establish that such Lender is not subject to
deduction or withholding of United States federal income tax with respect to
payments to such Lender under the Credit Documents, or notify Administrative
Agent and Company of its inability to deliver any such forms, certificates or
other evidence. Company shall not be required to pay any additional amount to
any Non-US Lender under Section 2.18(b)(iii) if such Lender shall have failed
(1) to deliver the forms, certificates or other evidence referred to in the
second sentence of this Section 2.18(c), or (2) to notify Administrative Agent
and Company of its inability to deliver any such forms, certificates or other
evidence, as the case may be; PROVIDED, if such Lender shall have satisfied the
requirements of the first sentence of this Section 2.18(c) on the Closing Date
or on the date of the Assignment Agreement pursuant to which it became a Lender,
as applicable, nothing in this last sentence of Section 2.18(c) shall relieve
Company of its obligation to pay any additional amounts pursuant to Section
2.18(a) in the event that, as a result of any change in any applicable law,
treaty or governmental rule, regulation or order, or any change in the
interpretation, administration or application thereof, such Lender is no longer
properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such Lender is not subject to
withholding as described herein.

          (d)  If any Tax is refunded to Administrative Agent, it will pay such
refund to Company to the extent Administrative Agent determines in its sole
discretion that such refund is attributable to any Tax paid by Company and to
the extent Company has previously indemnified the Administrative Agent therefor
pursuant to this Section 2.18, net of expenses and without interest except any
interest (net of taxes) included in such refund. Company shall return such
refund (together with any taxes, penalties or other charges) in the event any
Agent or any Lender is required to repay such refund. Notwithstanding the
foregoing, nothing in this Section 2.18 shall be construed to (i) entitle
Company or any other Persons to (A) any information determined by any Agent or
Lender, in each case, in its sole discretion, to be confidential or proprietary
information of such Agent or Lender, (B) any tax or financial information of
such Agent or Lender, or (C) inspect or review any books and records of any
Agent or Lender, or (ii) interfere with the rights of any Agent or Lender to
conduct its fiscal or tax affairs in such matter as it deems fit. A certificate
as to the amount of such payment or liability delivered to Company by
Administrative Agent on its own behalf or on behalf of any Lender or Agent shall
be conclusive absent manifest error.

     2.19. OBLIGATION TO MITIGATE. Each Lender agrees that, as promptly as
practicable after the officer of such Lender responsible for administering its
Loans becomes aware of the occurrence of an event or the existence of a
condition that would cause such Lender to become an Affected Lender or that
would entitle such Lender to receive payments under Section 2.16, 2.17 or 2.18,
it will, to the extent not inconsistent with the internal policies of such
Lender and any applicable legal or regulatory restrictions, use commercially
reasonable efforts to (a) make, issue, fund or maintain its applicable
Commitment or Loans, including any Affected Loans, through another office of
such Lender, or (b) take such other measures as such Lender may deem reasonable,
if as a result thereof the circumstances which would cause such Lender to be an
Affected Lender would cease to exist or the additional amounts which would
otherwise be required to be paid to such Lender pursuant to Section 2.16, 2.17
or 2.18 would be materially reduced and if, as determined by such Lender in its
sole discretion, the making,

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issuing, funding or maintaining of such Commitments or Loans through such other
office or in accordance with such other measures, as the case may be, would not
otherwise adversely affect such Commitments or Loans or the interests of such
Lender; PROVIDED, such Lender will not be obligated to utilize such other office
pursuant to this Section 2.19 unless Company agrees to pay all incremental
expenses incurred by such Lender as a result of utilizing such other office as
described in clause (a) above. A certificate as to the amount of any such
expenses payable by Company pursuant to this Section 2.19 (setting forth in
reasonable detail the basis for requesting such amount) submitted by such Lender
to Company (with a copy to Administrative Agent) shall be conclusive absent
manifest error.

     2.20. DEFAULTING LENDERS. Anything contained herein to the contrary
notwithstanding, in the event that any Lender, defaults (a "DEFAULTING LENDER")
in its obligation to fund (a "FUNDING DEFAULT") any Loan (in each case, a
"DEFAULTED LOAN"), then (a) during any such period when such default is
continuing with respect to such Defaulting Lender (the "DEFAULT PERIOD"), such
Defaulting Lender shall not be deemed to be a "Lender" for purposes of voting on
any matters (including the granting of any consents or waivers) with respect to
any of the Credit Documents; (b) to the extent permitted by applicable law,
until such time as the Default Excess with respect to such Defaulting Lender
shall have been reduced to zero, (i) any voluntary prepayment of the Loans shall
be applied to the Loans of other Lenders as if such Defaulting Lender had no
Loans outstanding and the Loan Exposure of such Defaulting Lender were zero, and
(ii) any mandatory prepayment of the Loans shall be applied to the Loans of
other Lenders (but not to the Loans of such Defaulting Lender) as if such
Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it
being understood and agreed that Company shall be entitled to retain any portion
of any mandatory prepayment of the Loans that is not paid to such Defaulting
Lender solely as a result of the operation of the provisions of this clause (b);
(c) such Defaulting Lender's Commitment and outstanding Loans shall be excluded
for purposes of calculating the commitment fee payable to Lenders in respect of
any day during any Default Period with respect to such Defaulting Lender, and
such Defaulting Lender shall not be entitled to receive any commitment fee
pursuant to Section 2.8 with respect to such Defaulting Lender's Commitment in
respect of any Default Period with respect to such Defaulting Lender; and (d)
the Total Utilization of Commitments as at any date of determination shall be
calculated as if such Defaulting Lender had funded all Defaulted Loans of such
Defaulting Lender. Except as otherwise expressly provided in this Section 2.20,
performance by Company of its obligations hereunder and the other Credit
Documents shall not be excused or otherwise modified as a result of any Funding
Default or the operation of this Section 2.20. The rights and remedies against a
Defaulting Lender under this Section 2.20 are in addition to other rights and
remedies which Company may have against such Defaulting Lender with respect to
any Funding Default and which Administrative Agent or any Lender may have
against such Defaulting Lender with respect to any Funding Default.

     2.21. REMOVAL OR REPLACEMENT OF A LENDER. Anything contained herein to the
contrary notwithstanding, in the event that: (a) any Lender (an "INCREASED-COST
LENDER") shall give notice to Company that such Lender is an Affected Lender or
that such Lender is entitled to receive payments under Section 2.16, 2.17 or
2.18, the circumstances which have caused such Lender to be an Affected Lender
or which entitle such Lender to receive such payments shall remain in effect,
and such Lender shall fail to withdraw such notice within five Business Days
after Company's request for such withdrawal; or (b) any Lender shall become a
Defaulting Lender, the Default Period for such Defaulting

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Lender shall remain in effect, and such Defaulting Lender shall fail to cure the
default as a result of which it has become a Defaulting Lender within five
Business Days after Company's request that it cure such default; or (c) in
connection with any proposed amendment, modification, termination, waiver or
consent with respect to any of the provisions hereof as contemplated by Section
10.5(b), the consent of Requisite Lenders shall have been obtained but the
consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER")
whose consent is required shall not have been obtained; then, with respect to
each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the
"TERMINATED LENDER"), Company may, by giving written notice to Administrative
Agent and any Terminated Lender of its election to do so, elect to cause such
Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to
assign its outstanding Loans, if any, in full to one or more Eligible Assignees
(each a "REPLACEMENT LENDER") in accordance with the provisions of Section 10.6
and Terminated Lender shall pay any fees payable thereunder in connection with
such assignment; PROVIDED, (1) on the date of such assignment, the Replacement
Lender shall pay to Terminated Lender an amount equal to the sum of (A) an
amount equal to the principal of, and all accrued interest on, all outstanding
Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawing
that have been funded by such Terminated Lender, together with all then unpaid
interest with respect thereto at such time and (C) an amount equal to all
accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to
Section 2.18; (2) on the date of such assignment, Company shall pay any amounts
payable to such Terminated Lender pursuant to Section 2.16(c), 2.17 or 2.18; and
(3) in the event such Terminated Lender is a Non-Consenting Lender, each
Replacement Lender shall consent, at the time of such assignment, to each matter
in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the
prepayment of all amounts owing to any Terminated Lender and the termination of
such Terminated Lender's outstanding Commitments, if any, such Terminated Lender
shall no longer constitute a "Lender" for purposes hereof; PROVIDED, any rights
of such Terminated Lender to indemnification hereunder shall survive as to such
Terminated Lender.

SECTION 3. CONDITIONS PRECEDENT

     3.1. CLOSING DATE. The obligation of any Lender to make a Credit Extension
on the Closing Date is subject to the satisfaction, or waiver in accordance with
Section 10.5, of the following conditions on or before the Closing Date:

          (a)  CREDIT DOCUMENTS AND RELATED AGREEMENTS. Administrative Agent
shall have received sufficient copies of each Credit Document originally
executed and delivered by each applicable Credit Party for each Lender and each
Related Agreement.

          (b)  ORGANIZATIONAL DOCUMENTS; INCUMBENCY. Administrative Agent shall
have received (i) sufficient copies of each Organizational Document and, to the
extent applicable, certified as of a recent date by the appropriate governmental
official or clerk; (ii) signature and incumbency certificates of the officers of
such Person executing the Credit Documents to which it is a party; (iii)
resolutions of the Board of Directors or similar governing body of each Credit
Party approving and authorizing the execution, delivery and performance of this
Agreement and the other Credit Documents to which it is a party or by which it
or its assets may be bound as of the Closing Date, certified as of the Closing
Date by its secretary or an assistant secretary as being in full force and
effect without

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modification or amendment; (iv) a good standing certificate from the applicable
Governmental Authority of each Credit Party's jurisdiction of incorporation,
organization or formation and in each jurisdiction in which it is qualified as a
foreign corporation or other entity to do business, each dated a recent date
prior to the Closing Date (or such other date reasonably acceptable to
Administrative Agent); and (v) such other related documents as Administrative
Agent may reasonably request.

          (c)  ORGANIZATIONAL AND CAPITAL STRUCTURE. The organizational
structure and the capital structure of Holdings and its Subsidiaries shall be as
set forth on SCHEDULE 4.2.

          (d)  EXISTING INDEBTEDNESS. On the Closing Date, Holdings and its
Subsidiaries shall have delivered to Syndication Agent and Administrative Agent
all documents or instruments necessary to release all Liens securing any
obligations of Holdings and its Subsidiaries thereunder being repaid on the
Closing Date.

          (e)  BORROWING BASE CERTIFICATE; APPRAISALS. Company shall have
delivered a Borrowing Base Certificate, dated as of August 31, 2000,
demonstrating a Borrowing Base Amount as of such date of not less than
$100,000,000 and otherwise in form and substance reasonably satisfactory to
Agents.

          (f)  PERSONAL PROPERTY COLLATERAL. In order to create in favor of
Collateral Agent, for the benefit of Secured Parties, a valid and perfected
First Priority security interest in the personal property Collateral, Collateral
Agent shall have received:

               (i)  evidence satisfactory to the Collateral Agent of the
compliance by each Credit Party of their obligations under the Pledge and
Security Agreement and the other Collateral Documents (including, without
limitation, their obligations to execute and deliver UCC financing statements,
originals of securities, instruments and chattel paper).

               (ii) A completed UCC Questionnaire dated the Closing Date and
executed by an Authorized Officer of each Credit Party, together with all
attachments contemplated thereby, including (A) the results of a recent search,
by a Person satisfactory to Collateral Agent, of all effective UCC financing
statements (or equivalent filings) made with respect to any personal or mixed
property of any Credit Party in the jurisdictions contemplated by the UCC
Questionnaire, together with copies of all such filings disclosed by such
search, and (B) UCC termination statements (or similar documents) duly executed
by all applicable Persons for filing in all applicable jurisdictions, or
evidence of filing of such termination statements or documents, as may be
necessary to terminate any effective UCC financing statements (or equivalent
filings) disclosed in such search (other than any such financing statements in
respect of Permitted Liens); and

               (iii) opinions of counsel (which counsel shall be reasonably
satisfactory to Collateral Agent), which may include a CCH opinion at the
discretion of the Collateral Agent, with respect to the creation and perfection
of the security interests in favor of Collateral Agent in such Collateral and
such other matters governed by the laws of each jurisdiction in which any Credit
Party

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or any personal property Collateral is located) as Collateral Agent may
reasonably request, in each case in form and substance reasonably satisfactory
to Collateral Agent.

               (g)  FINANCIAL STATEMENTS; PROJECTIONS. Lenders shall have
received from Holdings (i) the Historical Financial Statements and (ii) the
Business Plan; and all of the foregoing financial statements and other
information will not be inconsistent, in any material respect, with any
information previously provided to Lenders.

               (h)  EVIDENCE OF INSURANCE. Syndication Agent and Administrative
Agent shall have received a certificate from Company's insurance broker or other
evidence satisfactory to them that all insurance required to be maintained
pursuant to Section 5.5 (other than business interruption insurance as
contemplated by Schedule 5.11) is in full force and effect and that
Administrative Agent, for the benefit of Lenders has been named as additional
insured and loss payee thereunder to the extent required under Section 5.5.

               (i)  OPINIONS OF COUNSEL TO CREDIT PARTIES. Lenders and their
respective counsel shall have received originally executed copies of the
favorable written opinions of (i) Hale and Dorr LLP, counsel for Credit Parties,
in the form of EXHIBIT D-1, and (ii) Swidler Berlin Shereff Friedman, LLP,
regulatory counsel for the Credit Parties, in the form of EXHIBIT D-2, each
dated as of the Closing Date and otherwise in form and substance reasonably
satisfactory to Administrative Agent and Syndication Agent and its counsel (and
such Credit Party hereby instructs such counsel to deliver such opinions to
Agents and Lenders).

               (j)  OPINIONS OF COUNSEL TO SYNDICATION AGENT AND ADMINISTRATIVE
AGENT. Lenders shall have received originally executed copies of one or more
favorable written opinions of Skadden, Arps, Slate, Meagher & Flom LLP, counsel
to Syndication Agent and Administrative Agent, dated as of the Closing Date, in
form and substance reasonably satisfactory to Syndication Agent and
Administrative Agent.

               (k)  FEES. Company shall have paid to Syndication Agent,
Administrative Agent and Documentation Agent, the fees payable on the Closing
Date referred to in Section 2.8(d).

               (l)  SOLVENCY CERTIFICATE. On the Closing Date, Syndication Agent
and Administrative Agent shall have received a Solvency Certificate in form and
substance satisfactory to Syndication Agent and Administrative Agent.

               (m)  COMPLETION OF PROCEEDINGS. All partnership, corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent or Syndication Agent and its counsel shall be
satisfactory in form and substance to Administrative Agent and Syndication Agent
and such counsel, and Administrative Agent, Syndication Agent and such counsel
shall have received all such counterpart originals or certified copies of such
documents as Administrative Agent or Syndication Agent may reasonably request.

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               (n)  CLOSING DATE CERTIFICATE. Holdings and Company shall have
delivered to Syndication Agent and Administrative Agent an originally executed
Closing Date Certificate, together with all attachments thereto.

               (o)  MATERIAL CONTRACTS. Holdings and its Subsidiaries shall have
delivered to Syndication Agent and Administrative Agent copies of all Material
Contracts in effect on the Closing Date.

               (p)  OTHER DOCUMENTS. Administrative Agent shall have received
sufficient copies of the Hale Subordination Agreement originally executed and
delivered by each applicable Credit Party for each Lender.

               Each Lender, by delivering its signature page to this Agreement
on the Closing Date, shall be deemed to have acknowledged receipt of, and
consented to and approved, each Credit Document and each other document required
to be approved by any Agent, Requisite Lenders or Lenders, as applicable, on or
prior to the Closing Date.

     3.2. CONDITIONS TO EACH CREDIT EXTENSION.

          (a)  CONDITIONS PRECEDENT. The obligation of each Lender to make any
Loan on any Credit Date, including the Closing Date, are subject to the
satisfaction, or waiver in accordance with Section 10.5, of the following
conditions precedent:

               (i)  Administrative Agent shall have received a fully executed
and delivered Funding Notice;

               (ii) Administrative Agent shall have received a fully executed
and delivered Borrowing Base Certificate;

               (iii) in the case of the initial drawing, Administrative Agent
shall have received a fully executed and delivered Compliance Certificate as of
the most recently completed Fiscal Quarter;

               (iv) after making any Loans requested on such Credit Date, the
Total Utilization of Commitments shall not exceed the Commitments then in
effect;

               (v)  after making the Loans requested on such Credit Date, the
Total Utilization of Commitments shall not exceed the Borrowing Base Amount then
in effect;

               (vi) no injunction or other restraining order shall have been
issued and no hearing to cause an injunction or other restraining order to be
issued shall be pending or noticed with respect to any action, suit or
proceeding seeking to enjoin or otherwise prevent the consummation of, or to
recover any damages or obtain relief as a result of, the transactions
contemplated hereby or the making of any Loan;

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               (vii) as of such Credit Date, the representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects on and as of that Credit Date to the same extent as though
made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date;

               (viii) as of such Credit Date, each Credit Party shall have
obtained all Governmental Authorizations and all consents of other Persons, in
each case that are necessary or advisable in connection with the transactions
contemplated by the Credit Documents and each of the foregoing shall be in full
force and effect and in form and substance reasonably satisfactory to
Syndication Agent and Administrative Agent. All applicable waiting periods shall
have expired without any action being taken or threatened by any competent
authority which would restrain, prevent or otherwise impose adverse conditions
on the transactions contemplated by the Credit Documents and no action, request
for stay, petition for review or rehearing, reconsideration, or appeal with
respect to any of the foregoing shall be pending, and the time for any
applicable agency to take action to set aside its consent on its own motion
shall have expired; and

               (ix) as of such Credit Date, no event shall have occurred and be
continuing or would result from the consummation of the applicable Credit
Extension that would constitute an Event of Default or a Default.

          (b)  NOTICES. Any Notice shall be executed by an Authorized Officer in
a writing delivered to Administrative Agent. In lieu of delivering a Notice,
Company may give Administrative Agent telephonic notice by the required time of
any proposed borrowing, conversion/continuation; PROVIDED each such notice shall
be promptly confirmed in writing by delivery of the applicable Notice to
Administrative Agent on or before the applicable date of borrowing,
continuation/conversion. Neither Administrative Agent nor any Lender shall incur
any liability to Company in acting upon any telephonic notice referred to above
that Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized on behalf of Company or for
otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders to enter into this Agreement and to make each
Credit Extension to be made thereby, each Credit Party represents and warrants
to each Lender, on the Closing Date and on each Credit Date, that the following
statements are true and correct (it being understood that Schedule 4.1 may be
updated on each Credit Date):

     4.1. ORGANIZATION; REQUISITE POWER AND AUTHORITY; QUALIFICATION. Each of
Holdings and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization as identified
in SCHEDULE 4.1, (b) has all requisite power and authority to

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own and operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Credit Documents to which it is a
party and to carry out the transactions contemplated thereby, and (c) is
qualified to do business and in good standing in every jurisdiction where its
assets are located and wherever necessary to carry out its business and
operations, except in jurisdictions where the failure to be so qualified or in
good standing has not had, and could not be reasonably expected to have, a
Material Adverse Effect.

     4.2. CAPITAL STOCK AND OWNERSHIP. The Capital Stock of each of Holdings and
its Subsidiaries has been duly authorized and validly issued and is fully paid
and non-assessable. SCHEDULE 4.2 correctly sets forth the ownership interest of
Company as of the Closing Date.

     4.3. DUE AUTHORIZATION. The execution, delivery and performance of the
Credit Documents have been duly authorized by all necessary action on the part
of each Credit Party that is a party thereto.

     4.4. NO CONFLICT. The execution, delivery and performance by Credit Parties
of the Credit Documents to which they are parties and the consummation of the
transactions contemplated by the Credit Documents do not and will not (a)
violate any provision of any law or any governmental rule or regulation
applicable to Holdings or any of its Subsidiaries, any of the Organizational
Documents of Holdings or any of its Subsidiaries, or any order, judgment or
decree of any court or other agency of government binding on Holdings or any of
its Subsidiaries; (b) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any Contractual Obligation
of Holdings or any of its Subsidiaries; (c) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Holdings or any
of its Subsidiaries (other than any Liens created under any of the Credit
Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d)
require any approval of stockholders or members or partners or any approval or
consent of any Person under any Contractual Obligation of Holdings or any of its
Subsidiaries, except for such approvals or consents which will be obtained on or
before the Closing Date and disclosed in writing to Administrative Agent.

     4.5. GOVERNMENTAL CONSENTS. The execution, delivery and performance by
Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any Governmental Authority (except Hawaii to the
extent such lack of registration, consent, approval or notice does not
constitute a Material Adverse Effect) except those which have been received or
as otherwise set forth on SCHEDULE 4.5, and except for filings and recordings
with respect to the Collateral to be made, or otherwise delivered to Collateral
Agent for filing and/or recordation, as of the Closing Date.

     4.6. BINDING OBLIGATION. Each Credit Document has been duly executed and
delivered by each Credit Party that is a party thereto and is the legally valid
and binding obligation of such Credit Party, enforceable against such Credit
Party in accordance with its respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.

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     4.7. HISTORICAL FINANCIAL STATEMENTS. The Historical Financial Statements
were prepared in conformity with GAAP and fairly present, in all material
respects, the financial position, on a consolidated basis, of the Persons
described in such financial statements as at the respective dates thereof and
the results of operations and cash flows, on a consolidated basis, of the
entities described therein for each of the periods then ended, subject, in the
case of any such unaudited financial statements, to changes resulting from audit
and normal year-end adjustments. As of the Closing Date, neither Holdings nor
any of its Subsidiaries has any contingent liability or liability for taxes,
long-term lease or unusual forward or long-term commitment that is not reflected
in the Historical Financial Statements or the notes thereto and which in any
such case is material in relation to the business, operations, properties,
assets, condition (financial or otherwise) or prospects of Holdings and any of
its Subsidiaries taken as a whole.

     4.8. PROJECTIONS. On and as of the Closing Date, the Business Plan of
Holdings and its Subsidiaries delivered pursuant to Section 3.1(g) is based on
good faith estimates and assumptions made by the management of Holdings;
PROVIDED, the (i) Business Plan is not to be viewed as fact and (ii) actual
results during the period or periods covered by the Business Plan may differ
from such Business Plan and the differences may be material; PROVIDED FURTHER,
as of the Closing Date, management of Holdings believed that the Business Plan
was reasonable and attainable.

     4.9. NO MATERIAL ADVERSE CHANGE. Since July 1, 2000, no event or change has
occurred that has caused or evidences, either in any case or in the aggregate, a
Material Adverse Effect.

     4.10. NO RESTRICTED JUNIOR PAYMENTS. Since July 1, 2000, neither Holdings
nor any of its Subsidiaries has directly or indirectly declared, ordered, paid
or made, or set apart any sum or property for, any Restricted Junior Payment or
agreed to do so except as permitted pursuant to Section 6.4.

     4.11. ADVERSE PROCEEDINGS, ETC. There are no Adverse Proceedings,
individually or in the aggregate, that could reasonably be expected to have a
Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in
violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, or (b) is subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court
or any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

     4.12. PAYMENT OF TAXES. Except as otherwise permitted under Section 5.3,
all tax returns and reports of Holdings and its Subsidiaries required to be
filed by any of them have been timely filed, and all taxes shown on such tax
returns to be due and payable and all assessments, fees and other governmental
charges upon Holdings and its Subsidiaries and upon their respective properties,
assets, income, businesses and franchises which are due and payable have been
paid when due and payable. Holdings knows of no proposed tax assessment against
Holdings or any of its Subsidiaries which is not being actively contested by
Holdings or such Subsidiary in good faith and by appropriate proceedings;
PROVIDED, such reserves or other appropriate provisions, if any, as shall be
required in conformity with GAAP shall have been made or provided therefor.

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     4.13. PROPERTIES.

          (a)  TITLE. Each of Holdings and its Subsidiaries has (i) good,
sufficient and legal title to (in the case of fee interests in real property),
and (ii) valid leasehold interests in (in the case of leasehold interests in
real or personal property), all of their respective properties and assets
reflected in their respective Historical Financial Statements referred to in
Section 4.7 and in the most recent financial statements delivered pursuant to
Section 5.1, in each case except for assets disposed of since the date of such
financial statements in the ordinary course of business or as otherwise
permitted under Section 6.7. Except as permitted by this Agreement, all such
properties and assets are free and clear of Liens.

          (b)  REAL ESTATE. As of the Closing Date, SCHEDULE 4.13 contains a
true, accurate and complete list of (i) all material Real Estate Assets, and
(ii) all material leases, subleases or assignments of leases (together with all
amendments, modifications, supplements, renewals or extensions of any thereof)
affecting each such Real Estate Asset of any Credit Party, regardless of whether
such Credit Party is the landlord or tenant (whether directly or as an assignee
or successor in interest) under such lease, sublease or assignment. Except as
specified in SCHEDULE 4.13, each agreement listed in clause (ii) of the
immediately preceding sentence is in full force and effect and Holdings does not
have knowledge of any material default that has occurred and is continuing
thereunder, and each such agreement constitutes the legally valid and binding
obligation of each applicable Credit Party, enforceable against such Credit
Party in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles.

     4.14. ENVIRONMENTAL MATTERS. To their knowledge, neither Holdings nor any
of its Subsidiaries nor any of their respective Facilities or operations are
subject to any outstanding written order, consent decree or settlement agreement
with any Person relating to any Environmental Law, any Environmental Claim, or
any Hazardous Materials Activity that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. There are and, to each
of Holdings' and its Subsidiaries' knowledge, have been, no conditions,
occurrences, or Hazardous Materials Activities which could reasonably be
expected to form the basis of an Environmental Claim against Holdings or any of
its Subsidiaries that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. None of Holdings, any of its
Subsidiaries or, to any Credit Party's knowledge, any predecessor of Holdings or
any of its Subsidiaries has filed any notice under any Environmental Law
indicating past or present treatment of Hazardous Materials at any Facility, and
none of Holdings' or any of its Subsidiaries' operations is done in violation of
any Environmental Law concerning the generation, transportation, treatment,
storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270
or any state equivalent. Compliance with all current or reasonably foreseeable
future requirements pursuant to or under Environmental Laws could not be
reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect. No event or condition has occurred or is occurring with respect
to Holdings or any of its Subsidiaries relating to any Environmental Law, any
Release of Hazardous Materials, or any Hazardous Materials Activity which
individually or in the aggregate has had, or could reasonably be expected to
have, a Material Adverse Effect.

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     4.15. NO DEFAULTS. Neither Holdings nor any of its Subsidiaries is in
default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any of its material Contractual
Obligations, and no condition exists which, with the giving of notice or the
lapse of time or both, could constitute such a default, except where the
consequences, direct or indirect, of such default or defaults, if any, could not
reasonably be expected to have a Material Adverse Effect.

     4.16. MATERIAL CONTRACTS. SCHEDULE 4.16 contains a true, correct and
complete list of all the Material Contracts in effect on the Closing Date, and
except as described thereon, all such Material Contracts are in full force and
effect and no defaults currently exist thereunder.

     4.17. GOVERNMENTAL REGULATION. Neither Holdings nor any of its Subsidiaries
is subject to regulation under the Public Utility Holding Company Act of 1935,
the Federal Power Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur
Indebtedness or which may otherwise render all or any portion of the Obligations
unenforceable. Neither Holdings nor any of its Subsidiaries is a "registered
investment company" or company "controlled" by a "registered investment company"
or a "principal underwriter" of a "registered investment company" as such terms
are defined in the Investment Company Act of 1940.

     4.18. MARGIN STOCK. Neither Holdings nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock. No part of
the proceeds of the Loans made to such Credit Party will be used to purchase or
carry any such margin stock or to extend credit to others for the purpose of
purchasing or carrying any such margin stock or for any purpose that violates,
or is inconsistent with, the provisions of Regulation T, U or X of the Board of
Governors of the Federal Reserve System.

     4.19. EMPLOYEE MATTERS. Neither Holdings nor any of its Subsidiaries is
engaged in any unfair labor practice that could reasonably be expected to have a
Material Adverse Effect. There is (a) no unfair labor practice complaint pending
against Holdings or any of its Subsidiaries, or to the best knowledge of
Holdings and Company, threatened against any of them before the National Labor
Relations Board and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement that is so pending against Holdings or
any of its Subsidiaries or to the best knowledge of Holdings and Company,
threatened against any of them, (b) no strike or work stoppage in existence or
threatened involving Holdings or any of its Subsidiaries that could reasonably
be expected to have a Material Adverse Effect, and (c) to the best knowledge of
Holdings and Company, no union representation question existing with respect to
the employees of Holdings or any of its Subsidiaries and, to the best knowledge
of Holdings and Company, no union organization activity that is taking place,
except (with respect to any matter specified in clause (a), (b) or (c) above,
either individually or in the aggregate) such as is not reasonably likely to
have a Material Adverse Effect.

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     4.20. EMPLOYEE BENEFIT PLANS. Holdings, each of its Subsidiaries and each
of their respective ERISA Affiliates are in compliance with all applicable
provisions and requirements of ERISA and the Internal Revenue Code and the
regulations and published interpretations thereunder with respect to each
Employee Benefit Plan, and have performed all their obligations under each
Employee Benefit Plan where the failure to do so could reasonably be expected to
have a Material Adverse Effect. No liability to the PBGC (other than required
premium payments), the Internal Revenue Service, any Employee Benefit Plan or
any Trust established under Title IV of ERISA has been or is expected to be
incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates
which would have a Material Adverse Effect. No ERISA Event has occurred or is
reasonably expected to occur which would have a Material Adverse Effect. Except
to the extent required under Section 4980B of the Internal Revenue Code or
similar state laws, no Employee Benefit Plan provides health or welfare benefits
(through the purchase of insurance or otherwise) for any retired or former
employee of Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates. As of the most recent valuation date for any Pension Plan, the
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), does not exceed $5,000,000. As of the most recent
valuation date for each Multiemployer Plan for which the actuarial report is
available, the potential liability of Holdings, its Subsidiaries and their
respective ERISA Affiliates for a complete withdrawal from such Multiemployer
Plan (within the meaning of Section 4203 of ERISA), when aggregated with such
potential liability for a complete withdrawal from all Multiemployer Plans,
based on information available pursuant to Section 4221(e) of ERISA, does not
exceed $5,000,000. Holdings, each of its Subsidiaries and each of their ERISA
Affiliates have complied with the requirements of Section 515 of ERISA with
respect to each Multiemployer Plan and are not in material "default" (as defined
in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer
Plan.

     4.21. CERTAIN FEES. No broker's or finder's fee or commission will be
payable with respect hereto or any of the transactions contemplated hereby
except to the Agents and Lenders as contemplated herein.

     4.22. SOLVENCY. Each Credit Party is and, upon the incurrence of any
Obligation by such Credit Party on any date on which this representation and
warranty is made, will be, Solvent.

     4.23. COMPLIANCE WITH STATUTES, ETC. Each of Holdings and its Subsidiaries
is in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all Governmental Authorities, in respect
of the conduct of its business and the ownership of its property (including
compliance with all applicable Environmental Laws with respect to any Real
Estate Asset or governing its business and the requirements of any permits
issued under such Environmental Laws with respect to any such Real Estate Asset
or the operations of Holdings or any of its Subsidiaries), except such
non-compliance that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

     4.24. DISCLOSURE. No representation or warranty of any Credit Party
contained in any Credit Document or in any other documents, certificates or
written statements furnished to Lenders by or on behalf of Holdings or any of
its Subsidiaries in connection with or attached to any Credit Documents

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contains any untrue statement of a material fact or omits to state a material
fact (known to Holdings or Company, in the case of any document not furnished by
either of them) necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances in which the same were
made. Any projections and pro forma financial information contained in such
materials are based upon good faith estimates and assumptions believed by
Holdings and Company to be reasonable at the time made, it being recognized by
Lenders that such projections as to future events are not to be viewed as facts
and that actual results during the period or periods covered by any such
projections may differ from the projected results. There are no facts known (or
which should upon the reasonable exercise of diligence be known) to Holdings or
Company (other than matters of a general economic nature) that, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect and that have not been disclosed herein or in such other documents,
certificates and statements furnished to Lenders for use in connection with the
transactions contemplated hereby.

SECTION 5. AFFIRMATIVE COVENANTS

     Each Credit Party covenants and agrees that so long as any Commitment is in
effect and until payment in full of all Obligations, each Credit Party shall
perform, and shall cause each of its Subsidiaries to perform, all covenants in
this Section 5.

     5.1. FINANCIAL STATEMENTS AND OTHER REPORTS. Holdings will deliver to
Administrative Agent and Lenders:

          (a)  MONTHLY REPORTS. As soon as available, and in any event within
forty-five (45) days after the end of each month ending after the Closing Date,
the consolidated balance sheet of Holdings and its Subsidiaries as at the end of
such month and the related consolidated statements of income of Holdings and its
Subsidiaries for such month, to the extent prepared on a monthly basis, all in
reasonable detail;

          (b)  QUARTERLY FINANCIAL STATEMENTS. As soon as available, and in any
event within forty-five (45) days after the end of each of the first three
Fiscal Quarters of each Fiscal Year, the consolidated balance sheet of Holdings
and its Subsidiaries as at the end of such Fiscal Quarter and the related
consolidated statements of income and cash flows of Holdings and its
Subsidiaries for such Fiscal Quarter and for the period from the beginning of
the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in
each case in comparative form the corresponding figures for the corresponding
periods of the previous Fiscal Year, all in reasonable detail, together with a
Financial Officer Certification;

          (c)  ANNUAL FINANCIAL STATEMENTS. As soon as available, and in any
event within ninety (90) days after the end of each Fiscal Year, (i) the
consolidated balance sheet of Holdings and its Subsidiaries as at the end of
such Fiscal Year and the related consolidated statements of income,
stockholders' equity and cash flows of Holdings and its Subsidiaries for such
Fiscal Year, setting forth in each case in comparative form the corresponding
figures for the previous Fiscal Year and the corresponding figures from the
Financial Plan for the Fiscal Year covered by such financial statements, in
reasonable detail, together with a Financial Officer Certification with respect
thereto; and (ii) with

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respect such consolidated financial statements a report thereon of
PricewaterhouseCoopers or other independent certified public accountants of
recognized national standing selected by Holdings, and reasonably satisfactory
to Administrative Agent (which report shall be unqualified as to going concern
and scope of audit, and shall state that such consolidated financial statements
fairly present, in all material respects, the consolidated financial position of
Holdings and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated in conformity with
GAAP applied on a basis consistent with prior years (except as otherwise
disclosed in such financial statements) and that the examination by such
accountants in connection with such consolidated financial statements has been
made in accordance with generally accepted auditing standards) together with a
written statement by such independent certified public accountants stating (1)
that their audit examination has included a review of the terms of the Credit
Documents, (2) whether, in connection therewith, any condition or event that
constitutes a Default or an Event of Default has come to their attention and, if
such a condition or event has come to their attention, specifying the nature and
period of existence thereof, and (3) that nothing has come to their attention
that causes them to believe that the information contained in any Compliance
Certificate is not correct or that the matters set forth in such Compliance
Certificate are not stated in accordance with the terms hereof;

          (d)  COMPLIANCE CERTIFICATE. Together with each delivery of financial
statements of Holdings and its Subsidiaries pursuant to Sections 5.1(b) and
5.1(c), a duly executed and completed Compliance Certificate;

          (e)  BORROWING BASE CERTIFICATE. (i) Prior to each Credit Extension
and (ii) commencing with the quarterly accounting period beginning October 1,
2000, as soon as available and in any event within forty-five (45) days after
the end of each quarterly accounting period (ending on the last day of each
calendar quarter), furnish to the Administrative Agent a Borrowing Base
Certificate.

          (f)  STATEMENTS OF RECONCILIATION AFTER CHANGE IN ACCOUNTING
PRINCIPLES. If, as a result of any change in accounting principles and policies
from those used in the preparation of the Historical Financial Statements, the
consolidated financial statements of Holdings and its Subsidiaries delivered
pursuant to Section 5.1(b), 5.1(b) or 5.1(c) will differ in any material respect
from the consolidated financial statements that would have been delivered
pursuant to such subdivisions had no such change in accounting principles and
policies been made, then, together with the first delivery of such financial
statements after such change, one or more a statements of reconciliation for all
such prior financial statements in form and substance satisfactory to
Administrative Agent;

          (g)  PUBLIC FILINGS. Promptly upon their becoming available, to the
extent not otherwise publicly available, copies of (i) all financial statements,
reports, notices and proxy statements sent or made available generally by
Holdings to its security holders acting in such capacity or by any Subsidiary of
Holdings to its security holders other than Holdings or another Subsidiary of
Holdings, (ii) all regular and periodic reports (but not including, unless
requested by Administrative Agent, routine reports regularly filed with the FCC
and state commissions with jurisdiction over telecommunications matters) and all
registration statements (other than on Form S-8 or a similar form) and
prospectuses, if any, filed by Company or any of its Subsidiaries with any
securities exchange or

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with the Securities and Exchange Commission or any governmental or private
regulatory authority, and (iii) all press releases and other statements made
available generally by Holdings or any of its Subsidiaries to the public
concerning material developments in the business of Holdings or any of its
Subsidiaries;

          (h)  NOTICE OF DEFAULT. Promptly upon any officer of Holdings or
Company obtaining knowledge (i) of any condition or event that constitutes a
Default or an Event of Default or that notice has been given to Holdings or
Company with respect thereto; (ii) that any Person has given any notice to
Holdings or any of its Subsidiaries or taken any other action with respect to
any event or condition set forth in Section 8.1(b); or (iii) of the occurrence
of any event or change that has caused or evidences, either in any case or in
the aggregate, a Material Adverse Effect, a certificate of its Authorized
Officers specifying the nature and period of existence of such condition, event
or change, or specifying the notice given and action taken by any such Person
and the nature of such claimed Event of Default, Default, default, event or
condition, and what action Company has taken, is taking and proposes to take
with respect thereto;

          (i)  NOTICE OF LITIGATION. Promptly upon any officer of Holdings or
Company obtaining knowledge of (i) the institution of, or non-frivolous threat
of, any Adverse Proceeding not previously disclosed in writing by Company to
Lenders, or (ii) any material development in any Adverse Proceeding that, in the
case of either (i) or (ii) if adversely determined, could be reasonably expected
to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the
consummation of, or to recover any damages or obtain relief as a result of, the
transactions contemplated hereby, written notice thereof together with such
other information as may be reasonably available to Holdings or Company to
enable Lenders and their counsel to evaluate such matters;

          (j)  ERISA. (i) Promptly upon becoming aware of the occurrence of or
forthcoming occurrence of any material ERISA Event, a written notice specifying
the nature thereof, what action Holdings, any of its Subsidiaries or any of
their respective ERISA Affiliates has taken, is taking or proposes to take with
respect thereto and, when known, any action taken or threatened by the Internal
Revenue Service, the Department of Labor or the PBGC with respect thereto; and
(ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial
Information) to the annual report (Form 5500 Series) filed by Holdings, any of
its Subsidiaries or any of their respective ERISA Affiliates with the Internal
Revenue Service with respect to each Pension Plan; (2) all notices received by
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates
from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of
such other documents or governmental reports or filings relating to any Employee
Benefit Plan as Administrative Agent shall reasonably request;

          (k)  FINANCIAL PLAN. As soon as practicable and in any event no later
than thirty (30) days after the beginning of each Fiscal Year, a consolidated
plan and financial forecast for such Fiscal Year and the next succeeding Fiscal
Year (a "FINANCIAL PLAN"), including (i) a forecasted consolidated balance sheet
and forecasted consolidated statements of income and cash flows of Holdings and
its Subsidiaries for each such Fiscal Year, together with pro forma Compliance
Certificates for each such Fiscal Year and an explanation of the assumptions on
which such forecasts are based and (ii) forecasted consolidated statements of
income and cash flows of Holdings and its Subsidiaries for each month of

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each such Fiscal Year, together with an explanation of the assumptions on which
such forecasts are based;

          (l)  INSURANCE REPORT. As soon as practicable and in any event by the
last day of each Fiscal Year, a report in form and substance reasonably
satisfactory to Administrative Agent outlining all material insurance coverage
maintained as of the date of such report by Holdings and its Subsidiaries and
all material insurance coverage planned to be maintained by Holdings and its
Subsidiaries in the immediately succeeding Fiscal Year;

          (m)  NOTICE OF CHANGE IN BOARD OF DIRECTORS. With reasonable
promptness, written notice of any change in the board of directors (or similar
governing body) of Holdings or Company;

          (n)  NOTICE REGARDING MATERIAL CONTRACTS. Promptly, and in any event
within ten (10) Business Days after any Material Contract of Holdings or any of
its Subsidiaries is terminated prior to its scheduled term or amended in a
manner that is materially adverse to Holdings or such Subsidiary, as the case
may be;

          (o)  ENVIRONMENTAL REPORTS AND AUDITS. As soon as practicable
following receipt thereof, copies of all environmental audits and reports with
respect to environmental matters at any Facility or which relate to any
environmental liabilities of Holdings or its Subsidiaries which, in any such
case, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect; and

          (p)  REGULATORY NOTICES. Promptly upon receipt of notice of (i) any
forfeiture, non-renewal, cancellation, termination, revocation, suspension,
impairment or material modification of any material Communications License held
by Holdings, Company or any of its Subsidiaries, or any notice of default or
forfeiture with respect to any such material Communications License, or (ii) any
refusal by the FCC or any PUC to renew or extend any such material
Communications License, a certificate of an Authorized Officer specifying the
nature of such event, the period of existence thereof, and what action Holdings,
Company or its Subsidiaries, as the case may be, are taking and propose to take
with respect thereto;

          (q)  INFORMATION REGARDING COLLATERAL. The Company will furnish to the
Collateral Agent prompt written notice of any change (A) in any Credit Party's
corporate name, (B) in the location of any Credit Party's chief executive
office, its principal place of business, any office in which it maintains books
or records relating to Collateral owned by it or any office or facility at which
Collateral (other than real property and improvements and fixtures thereto)
owned by it with a book value in excess of $250,000 is located (including the
establishment of any such new office or facility), (C) in any Credit Party's
identity or corporate structure or (D) in any Credit Party's Federal Taxpayer
Identification Number. The Company agrees not to effect or permit any change
referred to in the preceding sentence unless all filings have been made under
the Uniform Commercial Code or otherwise that are required in order for the
Collateral Agent to continue at all times following such change to have a valid,
legal and perfected security interest in all the Collateral and for the
Collateral at all times following such change to have a valid, legal and
perfected security interest as contemplated in the

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Collateral Documents. The Company also agrees promptly to notify the Collateral
Agent if any material portion of the Collateral is damaged or destroyed.

          (r)  ANNUAL COLLATERAL VERIFICATION. Upon reasonable request of the
Administrative Agent (but, so long as no Event of Default has occurred and is
continuing, not more than once during any twelve month period), the Company
shall deliver to the Collateral Agent an Officer's Certificate (i) either
confirming that there has been no change in such information since the date of
the UCC Questionnaire delivered on the Closing Date or the date of the most
recent certificate delivered pursuant to this Section and/or identifying such
changes (ii) certifying such facts as Administrative Agent or its counsel may
reasonably require for purposes of determining that all Uniform Commercial Code
financing statements (including fixtures filings, as applicable) or other
appropriate filings, recordings or registrations, have been filed of record in
each governmental, municipal or other appropriate office in each jurisdiction
identified pursuant to clause (i) above to the extent necessary to protect and
perfect the security interests under the Collateral Documents for a period of
not less than 18 months after the date of such certificate (except as noted
therein with respect to any continuation statements to be filed within such
period).

          (s)  OTHER INFORMATION. Promptly upon their becoming available, (i)
all press releases and other statements made available generally by Holdings or
any of its Subsidiaries to the public concerning material developments in the
business of Holdings or any of its Subsidiaries, and (ii) such other information
and data with respect to Holdings or any of its Subsidiaries as from time to
time may be reasonably requested by Syndication Agent, Administrative Agent or
any Lender.

     5.2. EXISTENCE. Except as otherwise permitted under Section 6.7, each
Credit Party will, and will cause each of its Subsidiaries to, at all times
preserve and keep in full force and effect its existence and all rights and
franchises, licenses and permits material to its business; PROVIDED, no Credit
Party nor any of its Subsidiaries shall be required to preserve any such
existence, right or franchise, licenses and permits if such Person's management
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of such Person, and that the loss thereof would not have
a Material Adverse Effect.

     5.3. PAYMENT OF TAXES AND CLAIMS. Each Credit Party will, and will cause
each of its Subsidiaries to, pay all Taxes imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty or fine accrues thereon, and all claims (including
claims for labor, services, materials and supplies) for sums that have become
due and payable and that by law have or may become a Lien upon any of its
properties or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; PROVIDED, no such Tax or claim need be paid if it
is being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as (a) adequate reserve or other appropriate
provision, as shall be required in conformity with GAAP shall have been made
therefor, and (b) in the case of a charge or claim which has or may become a
Lien against any of the Collateral, such contest proceedings conclusively
operate to stay the sale of any portion of the Collateral to satisfy such Tax or
claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file
or consent to the filing of any consolidated income Tax return with any Person
(other than Holdings or any of its Subsidiaries).

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     5.4. MAINTENANCE OF PROPERTIES. Each Credit Party will, and will cause each
of its Subsidiaries to, maintain or cause to be maintained in good repair,
working order and condition, ordinary wear and tear excepted, all material
properties used or useful in the business of Holdings and its Subsidiaries and
from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof, and each Credit Party shall defend any
Collateral against all Persons at any time claiming any interest therein.

     5.5. INSURANCE. Holdings will maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third
party property damage insurance, business interruption insurance and casualty
insurance with respect to liabilities, losses or damage in respect of the
assets, properties and businesses of Holdings and its Subsidiaries as may
customarily be carried or maintained under similar circumstances by Persons of
established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for such
Persons. Without limiting the generality of the foregoing, Holdings will
maintain or cause to be maintained (a) flood insurance with respect to each
Flood Hazard Property that is located in a community that participates in the
National Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors of the Federal Reserve System, and (b)
replacement value casualty insurance on the Collateral under such policies of
insurance, with such insurance companies, in such amounts, with such
deductibles, and covering such risks as are at all times carried or maintained
under similar circumstances by Persons of established reputation engaged in
similar businesses. Each such policy of insurance shall (i) name Administrative
Agent, on behalf of Lenders, as an additional insured thereunder as its
interests may appear and (ii) in the case of each business interruption and
casualty insurance policy, contain a loss payable clause or endorsement,
satisfactory in form and substance to Administrative Agent, that names
Administrative Agent, on behalf of Lenders as the loss payee thereunder for any
covered loss in excess of $1,000,000 and provides for at least thirty (30) days'
prior written notice to Administrative Agent of any modification or cancellation
of such policy.

     5.6. BOOKS AND RECORDS; INSPECTIONS; LENDERS MEETINGS. Each Credit Party
will, and will cause each of its Subsidiaries to, keep proper books of record
and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. Each Credit Party will,
and will cause each of its Subsidiaries to, permit any authorized
representatives designated by any Lender to visit and inspect any of the
facilities of any Credit Party and any of its respective Subsidiaries, to
inspect, copy and take extracts from its and their financial and accounting
records, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants, all upon reasonable
notice and at such reasonable times during normal business hours and at
reasonable intervals. Holdings and Company will, upon the request of
Administrative Agent or Requisite Lenders, participate in a meeting of
Administrative Agent and Lenders once during each Fiscal Year to be held at
Company's corporate offices (or at such other location as may be agreed to by
Company and Administrative Agent) at such time as may be agreed to by Company
and Administrative Agent. Without limiting any of the foregoing, each Credit
Party will, and will cause each of its Subsidiaries to, permit Administrative
Agent to, at least once in any Fiscal year and at any time

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following the occurrence and continuation of an Event of Default, audit, inspect
and/or appraise the assets the subject of the calculation of the Borrowing Base
Amount.

     5.7. COMPLIANCE WITH LAWS. Each Credit Party will comply, and shall cause
each of its Subsidiaries and all other Persons, if any, on or occupying any
Facilities to comply, with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority (including all
Environmental Laws), noncompliance with which could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

     5.8. ENVIRONMENTAL.

          (a)  ENVIRONMENTAL DISCLOSURE. Holdings will deliver to Administrative
Agent and Lenders:

               (i)  as soon as practicable following receipt thereof, copies of
all environmental audits, investigations, analyses and reports of any kind or
character, whether prepared by personnel of Holdings or any of its Subsidiaries
or by independent consultants, governmental authorities or any other Persons,
with respect to significant environmental matters at any Facility or with
respect to any material Environmental Claims;

               (ii) promptly upon the Borrower having knowledge thereof, written
notice describing in reasonable detail (1) any Release required to be reported
to any federal, state or local governmental or regulatory agency under any
applicable Environmental Laws, (2) any remedial action taken by Holdings or any
other Person in response to (A) any Hazardous Materials Activities the existence
of which could reasonably be expected to result in one or more Environmental
Claims having, individually or in the aggregate, a Material Adverse Effect, or
(B) any Environmental Claims that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect, and (3) Holdings
or Company's discovery of any occurrence or condition on any real property
adjoining or in the vicinity of any Facility that could cause such Facility or
any part thereof to be subject to any material restrictions on the ownership,
occupancy, transferability or use thereof under any Environmental Laws;

               (iii) as soon as practicable following the sending or receipt
thereof by Holdings or any of its Subsidiaries, a copy of any and all written
communications with respect to (1) any Environmental Claims that, individually
or in the aggregate, could reasonably be expected to give rise to a Material
Adverse Effect, (2) any Release required to be reported to any federal, state or
local governmental or regulatory agency, and (3) any request for information
from any governmental agency that suggests such agency is investigating whether
Holdings or any of its Subsidiaries may be potentially responsible for any
Hazardous Materials Activity;

               (iv) prompt written notice describing in reasonable detail (1)
any proposed acquisition of stock, assets, or property by Holdings or any of its
Subsidiaries that could reasonably be expected to (A) expose Holdings or any of
its Subsidiaries to, or result in, Environmental Claims that could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect or
(B)

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affect the ability of Holdings or any of its Subsidiaries to maintain in full
force and effect all material Governmental Authorizations required under any
Environmental Laws for their respective operations and (2) any proposed action
to be taken by Holdings or any of its Subsidiaries to modify current operations
in a manner that could reasonably be expected to subject Holdings or any of its
Subsidiaries to any material additional obligations or requirements under any
Environmental Laws; and

               (v)  with reasonable promptness, such other documents and
information as from time to time may be reasonably requested by Administrative
Agent in relation to any matters disclosed pursuant to this Section 5.8(a).

          (b)  HAZARDOUS MATERIALS ACTIVITIES, ETC. Each Credit Party shall
promptly take, and shall cause each of its Subsidiaries promptly to take, any
and all actions necessary to (i) cure any violation of applicable Environmental
Laws by such Credit Party or its Subsidiaries that could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, and (ii)
make an appropriate response to any Environmental Claim against such Credit
Party or any of its Subsidiaries and discharge any obligations it may have to
any Person thereunder where failure to do so could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

     5.9. SUBSIDIARIES. In the event that, after the Closing Date, any Person
becomes a Domestic Subsidiary of Holdings, Holdings shall promptly (i) deliver,
or cause to be delivered to Collateral Agent certificates (accompanied by
irrevocable undated stock powers, duly endorsed in blank and otherwise
satisfactory in form and substance to Collateral Agent) representing the Capital
Stock of such Domestic Subsidiary, which shall be pledged pursuant to the Pledge
and Security Agreement and deliver, or cause to be delivered, to Collateral
Agent such other additional agreements or instruments, each in form and
substance, as may be necessary or desirable to create in favor of Collateral
Agent, for the benefit of the Secured Parties, a valid and perfected First
Priority security interest in all of the Capital Stock of such Domestic
Subsidiary, (ii) cause such Domestic Subsidiary to become a Guarantor hereunder
and a Grantor under the Pledge and Security Agreement by executing and
delivering to Administrative Agent and Collateral Agent a Counterpart Agreement,
and (iii) take all such actions and execute and deliver, or cause to be executed
and delivered, all such documents, instruments, agreements, and certificates
similar to those described in Sections 3.1(b), 3.1(e), 3.1(f) and 3.1(i). With
respect to each such Domestic Subsidiary, Company shall promptly send to
Administrative Agent written notice setting forth with respect to such Person
(i) the date on which such Person became a Subsidiary of Holdings, and (ii) all
of the data required to be set forth in SCHEDULE 4.1 with respect to all
Subsidiaries of Holdings, and such written notice shall be deemed to supplement
SCHEDULE 4.1 for all purposes hereof.

     5.10. ADDITIONAL MATERIAL REAL ESTATE ASSETS. In the event that any Credit
Party acquires a Material Real Estate Asset or a Real Estate Asset owned on the
Closing Date becomes a Material Real Estate Asset and such interest has not
otherwise been made subject to the Lien of the Collateral Documents in favor of
Collateral Agent, for the benefit of Lenders, then such Credit Party shall cause
to be executed and delivered within 30 days thereof, all such mortgages,
documents, instruments, agreements, opinions and certificates similar to those
described in SCHEDULE 5.11 with respect to each such Material Real Estate Asset
that Administrative Agent shall reasonably request to create in favor

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of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to
any filing and/or recording referred to herein, perfected First Priority
security interest in such Material Real Estate Asset. In addition to the
foregoing, Holdings and Company shall, at the request of Requisite Lenders,
deliver, from time to time, to Administrative Agent such appraisals as are
required by law or regulation of Real Estate Assets with respect to which
Collateral Agent has been granted a Lien.

     5.11. CERTAIN POST CLOSING OBLIGATIONS. Each Credit Party agrees to take
such actions as are set forth in SCHEDULE 5.11.

     5.12. FURTHER ASSURANCES. At any time or from time to time upon the request
of Administrative Agent, each Credit Party will, at its expense, promptly
execute, acknowledge and deliver such further documents and do such other acts
and things as Administrative Agent or Collateral Agent may reasonably request in
order to effect fully the purposes of the Credit Documents. In furtherance and
not in limitation of the foregoing, each Credit Party shall take such actions as
Administrative Agent or Collateral Agent may reasonably request from time to
time to ensure that the Obligations are guarantied by the Guarantors in
accordance with the provisions hereof and are secured by substantially all of
the assets of Holdings, and its Subsidiaries and all of the outstanding Capital
Stock of Company and its Subsidiaries (subject to limitations contained in the
Credit Documents with respect to Foreign Subsidiaries).

SECTION 6. NEGATIVE COVENANTS

     Each Credit Party covenants and agrees that, so long as any Commitment is
in effect and until payment in full of all Obligations, such Credit Party shall
perform, and shall cause each of its Subsidiaries to perform, all covenants in
this Section 6.

     6.1. INDEBTEDNESS. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or
otherwise become or remain directly or indirectly liable with respect to any
Indebtedness, except:

          (a)  the Obligations, including any Indebtedness under any Hedge
Agreement with any Lender Counterparty;

          (b)  Indebtedness of any Guarantor Subsidiary to Company or to any
other Guarantor Subsidiary, or of Company to any Guarantor Subsidiary; PROVIDED,
(i) all such Indebtedness shall be evidenced by promissory notes and all such
notes shall be subject to a First Priority Lien pursuant to the Pledge and
Security Agreement, (ii) all such Indebtedness shall be unsecured and
subordinated in right of payment to the payment in full of the Obligations
pursuant to the terms of the applicable promissory notes or an intercompany
subordination agreement that in any such case, is reasonably satisfactory to
Administrative Agent, and (iii) any payment by any such Guarantor Subsidiary
under any guaranty of the Obligations shall result in a pro tanto reduction of
the amount of any Indebtedness owed by such Subsidiary to Company or to any of
its Subsidiaries for whose benefit such payment is made;

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  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.


          (c)  Indebtedness incurred by Holdings or any of its Subsidiaries
arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, or from guaranties or letters of credit, surety
bonds or performance bonds securing the performance of Holdings or any such
Subsidiary pursuant to such agreements, in connection with permitted
dispositions of any business, assets or Subsidiary of Holdings or any of its
Subsidiaries;

          (d)  Indebtedness in respect of netting services, overdraft
protections and otherwise in connection with Deposit Accounts;

          (e)  guaranties in the ordinary course of business of the obligations
of suppliers, customers, franchisees and licensees of Holdings and its
Subsidiaries;

          (f)  Indebtedness described in SCHEDULE 6.1, but not any extensions,
renewals or replacements of such Indebtedness;

          (g)  Indebtedness with respect to Capital Leases and purchase money
Indebtedness of Holdings and its Subsidiaries, in an aggregate amount
outstanding not to exceed at any time [**]; PROVIDED, any such purchase money
Indebtedness shall be secured only by the asset acquired in connection with the
incurrence of such Indebtedness and other assets financed by the same lender or
lessor, and proceeds of the foregoing;

          (h)  Indebtedness of Holdings and its Subsidiaries incurred for the
purpose of leasing fiber (through indefeasible rights of use only) in an
aggregate amount not to exceed at any time [**], with annual cash payments on a
rolling twelve month basis not to exceed [**] during the term of this Agreement;

          (i)  assumed Indebtedness resulting from any Permitted Acquisition not
in excess of [**];

          (j)  Indebtedness with respect to letters of credit in an aggregate
amount not to exceed [**]; and

          (k)  other unsecured Indebtedness of Holdings and its Subsidiaries,
which is unsecured and subordinated to the Obligations in a manner satisfactory
to Administrative Agent in an aggregate amount not to exceed at any time [**].

     6.2. LIENS. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Holdings or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other

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similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC of any State or under any similar recording or notice
statute (to the extent any Credit Party has knowledge thereof and is not
diligently pursuing the release thereof), except:

          (a)  Liens in favor of Collateral Agent for the benefit of Secured
Parties granted pursuant to any Credit Document;

          (b)  Liens for Taxes if obligations with respect to such Taxes are
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted;

          (c)  statutory Liens of landlords, banks (and rights of set-off), of
carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other
Liens imposed by law (other than any such Lien imposed pursuant to Section 401
(a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case
incurred in the ordinary course of business (i) for amounts not yet overdue or
(ii) for amounts that are overdue and that (in the case of any such amounts
overdue for a period in excess of ten days) are being contested in good faith by
appropriate proceedings, so long as such reserves or other appropriate
provisions, if any, as shall be required by GAAP shall have been made for any
such contested amounts;

          (d)  Liens incurred in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other types of social
security, deposits made in the ordinary course of business with utility
companies, and Liens incurred or deposits made in the ordinary course of
business to secure the performance of tenders, statutory or regulatory
obligations, surety and appeal bonds, bids, leases, government contracts, trade
contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money or other
Indebtedness), so long as no foreclosure, sale or similar proceedings have been
commenced with respect to any portion of the Collateral on account thereof;

          (e)  Liens securing purchase money Indebtedness and Capital Leases
permitted pursuant to Section 6.1(g); PROVIDED, any such Lien shall encumber
only the asset acquired with the proceeds of such Indebtedness and other assets
financed by the same lender or lessor, and proceeds of the foregoing;

          (f)  Liens incurred in the ordinary course of business in connection
with the purchase of goods subject to a purchase money security interest
permitted pursuant to Section 6.1(g);

          (g)  Liens incurred in connection with the leasing of dark fiber
permitted pursuant to Section 6.1(h) only to the extent (i) Company has used its
reasonable best efforts to enter into such leases on an unsecured basis and (ii)
such Liens do not encumber any other property other than the dark fiber being
leased;

          (h)  Liens arising in connection with Indebtedness resulting from
Permitted Acquisitions permitted pursuant to Section 6.1(i) securing
Indebtedness not in excess of [**];

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          (i)  Liens constituting cash collateral provided by the Company
(provided such cash collateral shall not consist of monies funded hereunder) to
secure its reimbursement obligations under letters of credit permitted pursuant
to Section 6.1(j);

          (j)  easements, rights-of-way, restrictions, encroachments, and other
minor defects or irregularities in title, in each case which do not and will not
interfere in any material respect with the ordinary conduct of the business of
Holdings or any of its Subsidiaries;

          (k)  any interest or title of a lessor or sublessor under any lease of
real estate permitted hereunder;

          (l)  Liens solely on any cash earnest money deposits made by Holdings
or any of its Subsidiaries in connection with any letter of intent or purchase
agreement permitted hereunder;

          (m)  purported Liens evidenced by the filing of precautionary UCC
financing statements relating solely to operating leases of personal property
entered into in the ordinary course of business;

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

          (o)  any zoning or similar law or right reserved to or vested in any
governmental office or agency to control or regulate the use of any real
property;

          (p)  licenses of patents, trademarks and other intellectual property
rights granted by Holdings or any of its Subsidiaries in the ordinary course of
business and not interfering in any respect with the ordinary conduct of the
business of Company or such Subsidiary;

          (q)  Liens granted under the FEC Security Agreement;

          (r)  Liens described in SCHEDULE 6.2 or on a title report delivered
pursuant to item 1 on Schedule 5.11; and

          (s)  Liens consisting of judgment or judicial attachment liens with
respect to judgments that do not constitute an Event of Default.

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  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

     6.3. EQUITABLE LIEN; NO FURTHER NEGATIVE PLEDGES. If any Credit Party or
any of its Subsidiaries shall create or assume any Lien upon any of its
properties or assets, whether now owned or hereafter acquired, other than
Permitted Liens, it shall make or cause to be made effective provisions whereby
the Obligations will be secured by such Lien equally and ratably with any and
all other Indebtedness secured thereby as long as any such Indebtedness shall be
so secured; PROVIDED, notwithstanding the foregoing, this covenant shall not be
construed as a consent by Requisite Lenders to the creation or assumption of any
such Lien not otherwise permitted hereby. Except with respect to (a) specific
property encumbered to secure payment of particular Indebtedness or to be sold
pursuant to an executed agreement with respect to a permitted Asset Sale, and
(b) restrictions by reason of customary provisions restricting assignments,
subletting or other transfers contained in leases, licenses and similar
agreements entered into in the ordinary course of business (provided that such
restrictions are limited to the property or assets secured by such Liens or the
property or assets subject to such leases, licenses or similar agreements, as
the case may be) no Credit Party nor any of its Subsidiaries shall enter into
any agreement prohibiting the creation or assumption of any Lien upon any of its
properties or assets, whether now owned or hereafter acquired.

     6.4. RESTRICTED PAYMENTS; RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS. (a) No
Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or
indirectly, declare, order, pay, make or set apart any sum for any Restricted
Junior Payment except that (i) Holdings may declare or pay non-Cash dividends to
the holders of its preferred stock securities at a rate not to exceed 7.5% per
annum; (ii) so long as no Default or Event of Default shall have occurred and be
continuing or shall be caused thereby, Company may make Restricted Junior
Payments to Holdings (y) in an aggregate amount not to exceed [**] in any Fiscal
Year, to the extent necessary to permit Holdings to pay general administrative
costs and expenses and (z) to the extent necessary to permit Holdings to
discharge the consolidated tax liabilities of Holdings and its Subsidiaries, in
each case so long as Holdings applies the amount of any such Restricted Junior
Payment for such purpose; and (iii) so long as no Default or Event of Default
shall have occurred and be continuing or shall be caused thereby, Restricted
Junior Payments may be made in an aggregate amount not to exceed [**] in any
Fiscal Year, to repurchase, redeem or otherwise retire (y) the common stock of
Holdings as may be required under any stock purchase agreements existing as of
the Closing Date or (z) any options, warrants or any employee or incentive stock
option plan as may be required by the terms thereof.

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  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

          (b)  Except as provided herein, no Credit Party shall, nor shall it
permit any of its Subsidiaries to, create or otherwise cause or suffer to exist
or become effective any consensual encumbrance or restriction of any kind on the
ability of any Subsidiary of Company to (a) pay dividends or make any other
distributions on any of such Subsidiary's Capital Stock owned by Company or any
other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such
Subsidiary to Company or any other Subsidiary of Company, (c) make loans or
advances to Company or any other Subsidiary of Company, or (d) transfer any of
its property or assets to Company or any other Subsidiary of Company other than
restrictions (i) by reason of customary provisions restricting assignments,
subletting or other transfers contained in leases, licenses, joint venture
agreements and similar agreements entered into in the ordinary course of
business, and (ii) that are or were created by virtue of any transfer of,
agreement to transfer or option or right with respect to any property, assets or
Capital Stock not otherwise prohibited under this Agreement.

     6.5. INVESTMENTS. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including any Joint Venture, except:

          (a)  Cash Equivalents;

          (b)  equity Investments owned as of the Closing Date in any Subsidiary
and Investments made after the Closing Date in wholly-owned Subsidiaries of
Holdings or the Company;

          (c)  Investments (i) in accounts receivable arising and trade credit
granted in the ordinary course of business and in any Securities received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors and (ii) deposits, prepayments and other credits to suppliers made in
the ordinary course of business consistent with the past practices of Holdings
and its Subsidiaries;

          (d)  intercompany loans to the extent permitted under Section 6.1(b);

          (e)  Consolidated Capital Expenditures permitted by Section 6.6(g);

          (f)  Investments made in connection with any Permitted Acquisition
permitted pursuant to section 6.7(b);

          (g)  loans and advances (to the extent included in Investments) to
employees of Holdings and its Subsidiaries made in the ordinary course of
business in an aggregate principal amount not to exceed [**] in the aggregate
outstanding at any time;

          (h)  Investments described in SCHEDULE 6.5;

          (i)  deposits permitted under Section 6.1(d);

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  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

          (j)  Investments in the form of Hedge Agreements; and

          (k)  other Investments in an aggregate amount not to exceed at any
time [**].

     6.6. FINANCIAL COVENANTS.

          (a)  MINIMUM REVENUES. Holdings shall not permit Revenues as of the
last day of any Fiscal Quarter commencing September 30, 2000, to be less than
the correlative amount indicated as set forth on SCHEDULE 6.6(a) for such Fiscal
Quarter.

          (b)  MINIMUM ACCESS LINES. As of the last day of each Fiscal Quarter
commencing September 30, 2000, Company and its Subsidiaries shall not permit the
number of Access Lines to be less than the correlative amount indicated as set
forth on SCHEDULE 6.6(b) for such Fiscal Quarter.

          (c)  CONSOLIDATED EBITDA. Holdings shall not permit Consolidated
EBITDA as of the last day of any Fiscal Quarter commencing September 30, 2000,
to be less than the correlative amount indicated as set forth on SCHEDULE 6.6(c)
for such Fiscal Quarter.

          (d)  CONSOLIDATED TOTAL DEBT TO TOTAL CAPITALIZATION. Holdings shall
not permit the ratio of Consolidated Total Debt to Total Capitalization at any
time to exceed [**].

          (e)  CONSOLIDATED TOTAL DEBT TO CONSOLIDATED GROSS PP&E. Holdings
shall not permit the ratio of Consolidated Total Debt to Consolidated Gross PP&E
at any time to exceed [**].

          (f)  MAXIMUM DAYS SALES OUTSTANDING. Holdings shall not permit the
Maximum Days Sales Outstanding as of the last day of any Fiscal Quarter
commencing September 30, 2000, to be greater than the correlative amount
indicated as set forth on SCHEDULE 6.6(f) for such Fiscal Quarter;

          (g)  MAXIMUM CUMULATIVE CONSOLIDATED CAPITAL EXPENDITURES. Holdings
shall not and shall not permit its Subsidiaries to make or incur Cumulative
Consolidated Capital Expenditures, as of any Fiscal Quarter indicated on
SCHEDULE 6.6(g), in an aggregate amount for Company and its Subsidiaries in
excess of the corresponding amount set forth on SCHEDULE 6.6(g) opposite such
Fiscal Quarter.

     6.7. FUNDAMENTAL CHANGES; DISPOSITION OF ASSETS; ACQUISITIONS. No Credit
Party shall, nor shall it permit any of its Subsidiaries to, enter into any
transaction of merger or consolidation, or liquidate, wind-up or dissolve itself
(or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease
(as lessor or sublessor), transfer or otherwise dispose of, in one transaction
or a series of transactions, all or any material part of its business, assets or
property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible, whether now owned or hereafter acquired, or acquire by
purchase or otherwise (other than purchases or other acquisitions of inventory,
materials

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and equipment in the ordinary course of business) the business, property or
fixed assets of, or stock or other evidence of beneficial ownership of, any
Person or any division or line of business or other business unit of any Person,
except:

          (a)  any Subsidiary of Company may be merged with or into Company or
any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any
part of its business, property or assets may be conveyed, sold, leased,
transferred or otherwise disposed of, in one transaction or a series of
transactions, to Company or any Guarantor Subsidiary; PROVIDED, in the case of
such a merger, Company or such Guarantor Subsidiary, as applicable shall be the
continuing or surviving Person;

          (b)  Permitted Acquisitions;

          (c)  sales or other dispositions of assets which do not constitute
Asset Sales;

          (d)  licenses to or from other Persons of Intellectual Property by
Holdings or any Subsidiary;

          (e)  Investments made in accordance with Section 6.5; and

          (f)  Subject to the requirements of Section 2.11(a), Asset Sales.

     SECTION 6.8. DISPOSAL OF SUBSIDIARY INTERESTS. (i) Except for any sale of
all of its interests in the Capital Stock of any of its Subsidiaries made in
compliance with the provisions of Section 6.7 or as contemplated by the Credit
Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries
to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or
dispose of any Capital Stock of any of its Subsidiaries, except to qualify
directors if required by applicable law; or (b) permit any of its Subsidiaries
directly or indirectly to sell, assign, pledge or otherwise encumber or dispose
of any Capital Stock of any of its Subsidiaries, except to another Credit Party
(subject to the restrictions on such disposition otherwise imposed hereunder),
or to qualify directors if required by applicable law. Notwithstanding anything
contained in the preceding sentence, Holdings or the Company shall, in its sole
discretion, have the authority to wind down the Australian Subsidiary.

          (ii) No Credit Party shall, nor shall it permit any of its
Subsidiaries to, (a) create or permit to exist a Foreign Subsidiary of such
Credit Party or applicable Subsidiary, as the case may, except for the
Australian Subsidiary or (b) conduct any material business (other than such
business as conducted as of the Closing Date) or locate material amounts of
assets or lease or purchase material amounts of property in the State of Hawaii.
Holdings shall not create or acquire any directly-owned Subsidiary other than
the Company.

     6.9. SALES AND LEASE-BACKS. Except as set forth on SCHEDULE 6.9, no Credit
Party shall, nor shall it permit any of its Subsidiaries to, directly or
indirectly, become or remain liable as lessee or as a guarantor or other surety
with respect to any lease of any property (whether real, personal or mixed),
whether now owned or hereafter acquired, which such Credit Party (a) has sold or
transferred or is to

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sell or to transfer to any other Person (other than Company or any of its
Subsidiaries), or (b) intends to use for substantially the same purpose as any
other property which has been or is to be sold or transferred by such Credit
Party to any Person (other than Company or any of its Subsidiaries) in
connection with such lease.

     6.10. SALE OR DISCOUNT OF RECEIVABLES. No Credit Party shall, nor shall it
permit any of its Subsidiaries to, directly or indirectly, sell with recourse,
or discount or otherwise sell for less than the face value thereof, any of its
notes or accounts receivable (it being understood that the restrictions
contained in this Section 6.10 shall not apply to any write-off in the ordinary
course of business consistent with prior practice).

     6.11. TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES. No Credit Party shall,
nor shall it permit any of its Subsidiaries to, directly or indirectly, enter
into or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with any holder of 5%
or more of any class of Capital Stock of Holdings or any of its Subsidiaries or
with any Affiliate of Holdings or of any such holder, on terms that are less
favorable to Holdings or that Subsidiary, as the case may be, than those that
might be obtained at the time from a Person who is not such a holder or
Affiliate; PROVIDED, the foregoing restriction shall not apply to (a) any
transaction between Company and any Guarantor Subsidiary or between any of the
Guarantor Subsidiaries; (b) reasonable and customary fees paid to members of the
board of directors (or similar governing body) of Holdings and its Subsidiaries;
(c) compensation arrangements entered into in the ordinary course for officers
and other employees of Holdings and its Subsidiaries entered into in the
ordinary course of business; and(d) transactions described in SCHEDULE 6.11.

     6.12. CONDUCT OF BUSINESS. From and after the Closing Date, no Credit Party
shall, nor shall it permit any of its Subsidiaries to, engage in any business
other than (a) the businesses engaged in by such Credit Party on the Closing
Date and similar or related businesses including, without limitation,
telecommunications, data communications, Internet access, Internet portal,
information portal, web hosting, application hosting, and communication
equipment collocation businesses; PROVIDED that, in any event, all such
operations and activities shall be consistent in all material respects with the
Business Plan and Company and its Subsidiaries shall not incorporate, acquire or
organize any Subsidiaries after the Closing Date without the prior written
consent of the Agents, and (b) such other lines of business as may be consented
to by Requisite Lenders. Holdings will not engage in any business activities or
own any assets or properties other than the capital stock of its Subsidiaries
and otherwise as incident to its existence as a holding company.

     6.13. AMENDMENTS OR WAIVERS WITH RESPECT TO RELATED AGREEMENTS. No Credit
Party will agree to any material amendment to, or waive any of its material
rights under, any Related Agreement after the Effective Date to the extent
materially disadvantageous to any Credit Party or Lenders.

     6.14. DISPOSITION OF LICENSES, ETC. From and after the Closing Date,
Holdings and its Subsidiaries shall not sell, assign, transfer or otherwise
dispose or attempt to dispose of in any way any Governmental Authorization or
any other licenses, permits or approvals, the assignments, transfer or

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disposal of which could reasonably be expected to result in a Material Adverse
Effect, without the prior written consent of the Requisite Lenders.

     6.15. FISCAL YEAR. No Credit Party shall, nor shall it permit any of its
Subsidiaries to change its Fiscal Year-end from December 31.

SECTION 7. GUARANTY

     7.1. GUARANTY OF THE OBLIGATIONS. Subject to the provisions of Section 7.2,
Guarantors jointly and severally hereby irrevocably and unconditionally guaranty
to Administrative Agent for the ratable benefit of the Beneficiaries the due and
punctual payment in full of all Obligations when the same shall become due,
whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise (including amounts that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. ss. 362(a)) (collectively, the "GUARANTEED OBLIGATIONS").

     7.2. CONTRIBUTION BY GUARANTORS. Each Guarantor desires to allocate among
themselves (collectively, the "CONTRIBUTING GUARANTORS"), in a fair and
equitable manner, their obligations arising under this Guaranty. Accordingly, in
the event any payment or distribution is made on any date by a Guarantor (a
"FUNDING GUARANTOR") under this Guaranty that exceeds its Fair Share as of such
date, such Funding Guarantor shall be entitled to a contribution from each of
the other Contributing Guarantors in the amount of such other Contributing
Guarantor's Fair Share Shortfall as of such date, with the result that all such
contributions will cause each Contributing Guarantor's Aggregate Payments to
equal its Fair Share as of such date. "FAIR SHARE" means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to (a)
the ratio of (i) the Fair Share Contribution Amount with respect to such
Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution
Amounts with respect to all Contributing Guarantors multiplied by (b) the
aggregate amount paid or distributed on or before such date by all Funding
Guarantors under this Guaranty in respect of the obligations Guaranteed. "FAIR
SHARE SHORTFALL" means, with respect to a Contributing Guarantor as of any date
of determination, the excess, if any, of the Fair Share of such Contributing
Guarantor over the Aggregate Payments of such Contributing Guarantor. "FAIR
SHARE CONTRIBUTION AMOUNT" means, with respect to a Contributing Guarantor as of
any date of determination, the maximum aggregate amount of the obligations of
such Contributing Guarantor under this Guaranty that would not render its
obligations hereunder or thereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any comparable applicable provisions of state law; PROVIDED, solely for
purposes of calculating the "FAIR SHARE CONTRIBUTION AMOUNT" with respect to any
Contributing Guarantor for purposes of this Section 7.2, any assets or
liabilities of such Contributing Guarantor arising by virtue of any rights to
subrogation, reimbursement or indemnification or any rights to or obligations of
contribution hereunder shall not be considered as assets or liabilities of such
Contributing Guarantor. "AGGREGATE PAYMENTS" means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to (1)
the aggregate amount of all payments and distributions made on or before such
date by such Contributing Guarantor in respect of this Guaranty (including,
without limitation, in respect of this Section 7.2), minus (2) the aggregate
amount of all payments received on or before such date by such Contributing
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Contributing Guarantors as contributions under this Section 7.2. The amounts
payable as contributions hereunder shall be determined as of the date on which
the related payment or distribution is made by the applicable Funding Guarantor.
The allocation among Contributing Guarantors of their obligations as set forth
in this Section 7.2 shall not be construed in any way to limit the liability of
any Contributing Guarantor hereunder. Each Guarantor is a third party
beneficiary to the contribution agreement set forth in this Section 7.2.

     7.3. PAYMENT BY GUARANTORS. Subject to Section 7.2, Guarantors hereby
jointly and severally agree, in furtherance of the foregoing and not in
limitation of any other right which any Beneficiary may have at law or in equity
against any Guarantor by virtue hereof, that upon the failure of Company to pay
any of the Guaranteed Obligations when and as the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss.
362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to
Administrative Agent for the ratable benefit of Beneficiaries, an amount equal
to their Fair Share of the sum of the unpaid principal amount of all Guaranteed
Obligations then due as aforesaid, accrued and unpaid interest on such
Guaranteed Obligations (including interest which, but for Company's becoming the
subject of a case under the Bankruptcy code, would have accrued on such
Guaranteed Obligations, whether or not a claim is allowed against Company for
such interest in the related bankruptcy case) and all other Obligations then
owed to Beneficiaries as aforesaid.

     7.4. LIABILITY OF GUARANTORS ABSOLUTE. Each Guarantor agrees that its
obligations hereunder are irrevocable, absolute, independent and unconditional
and shall not be affected by any circumstance which constitutes a legal or
equitable discharge of a guarantor or surety other than payment in full of the
Guaranteed Obligations. In furtherance of the foregoing and without limiting the
generality thereof, each Guarantor agrees as follows:

          (a)  this Guaranty is a guaranty of payment when due and not of
collectibility. This Guaranty is a primary obligation of each Guarantor and not
merely a contract of surety;

          (b)  Administrative Agent may enforce this Guaranty upon the
occurrence and during the continuance of an Event of Default notwithstanding the
existence of any dispute between Company and any Beneficiary with respect to the
existence of such Event of Default;

          (c)  the obligations of each Guarantor hereunder are independent of
the obligations of Company and the obligations of any other guarantor (including
any other Guarantor) of the obligations of Company, and a separate action or
actions may be brought and prosecuted against such Guarantor whether or not any
action is brought against Company or any of such other guarantors and whether or
not Company is joined in any such action or actions;

          (d)  payment by any Guarantor of a portion, but not all, of the
Guaranteed Obligations shall in no way limit, affect, modify or abridge any
Guarantor's liability for any portion of the Guaranteed Obligations which has
not been paid. Without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce any
Guarantor's covenant

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to pay a portion of the Guaranteed Obligations, such judgment shall not be
deemed to release such Guarantor from its covenant to pay the portion of the
Guaranteed Obligations that is not the subject of such suit, and such judgment
shall not, except to the extent satisfied by such Guarantor, limit, affect,
modify or abridge any other Guarantor's liability hereunder in respect of the
Guaranteed Obligations;

          (e)  any Beneficiary, upon such terms as it deems appropriate, without
notice or demand and without affecting the validity or enforceability hereof or
giving rise to any reduction, limitation, impairment, discharge or termination
of any Guarantor's liability hereunder, from time to time may (i) renew, extend,
accelerate, increase the rate of interest on, or otherwise change the time,
place, manner or terms of payment of the Guaranteed Obligations; (ii) settle,
compromise, release or discharge, or accept or refuse any offer of performance
with respect to, or substitutions for, the Guaranteed Obligations or any
agreement relating thereto and/or subordinate the payment of the same to the
payment of any other obligations; (iii) request and accept other guaranties of
the Guaranteed Obligations and take and hold security for the payment hereof or
the Guaranteed Obligations; (iv) release, surrender, exchange, substitute,
compromise, settle, rescind, waive, alter, subordinate or modify, with or
without consideration, any security for payment of the Guaranteed Obligations,
any other guaranties of the Guaranteed Obligations, or any other obligation of
any Person (including any other Guarantor) with respect to the Guaranteed
Obligations; (v) enforce and apply any security now or hereafter held by or for
the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations
and direct the order or manner of sale thereof, or exercise any other right or
remedy that such Beneficiary may have against any such security, in each case as
such Beneficiary in its discretion may determine consistent herewith or the
applicable Hedge Agreement and any applicable security agreement, including
foreclosure on any such security pursuant to one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable,
and even though such action operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of any Guarantor against
Company or any security for the Guaranteed Obligations; and (vi) exercise any
other rights available to it under the Credit Documents or the Hedge Agreements;
and

          (f)  this Guaranty and the obligations of Guarantors hereunder shall
be valid and enforceable and shall not be subject to any reduction, limitation,
impairment, discharge or termination for any reason (other than payment in full
of the Guaranteed Obligations), including the occurrence of any of the
following, whether or not any Guarantor shall have had notice or knowledge of
any of them: (i) any failure or omission to assert or enforce or agreement or
election not to assert or enforce, or the stay or enjoining, by order of court,
by operation of law or otherwise, of the exercise or enforcement of, any claim
or demand or any right, power or remedy (whether arising under the Credit
Documents or the Hedge Agreements, at law, in equity or otherwise) with respect
to the Guaranteed Obligations or any agreement relating thereto, or with respect
to any other guaranty of or security for the payment of the Guaranteed
Obligations; (ii) any rescission, waiver, amendment or modification of, or any
consent to departure from, any of the terms or provisions (including provisions
relating to events of default) hereof, any of the other Credit Documents, any of
the Hedge Agreements or any agreement or instrument executed pursuant thereto,
or of any other guaranty or security for the Guaranteed Obligations, in each
case whether or not in accordance with the terms hereof or such Credit Document,
such Hedge Agreement or any agreement relating to such other guaranty or
security; (iii) the Guaranteed Obligations, or any agreement relating thereto,
at any time being found to be illegal, invalid or

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unenforceable in any respect; (iv) the application of payments received from any
source (other than payments received pursuant to the other Credit Documents or
any of the Hedge Agreements or from the proceeds of any security for the
Guaranteed Obligations, except to the extent such security also serves as
collateral for indebtedness other than the Guaranteed Obligations) to the
payment of indebtedness other than the Guaranteed Obligations, even though any
Beneficiary might have elected to apply such payment to any part or all of the
Guaranteed Obligations; (v) any Beneficiary's consent to the change,
reorganization or termination of the corporate structure or existence of
Holdings or any of its Subsidiaries and to any corresponding restructuring of
the Guaranteed Obligations; (vi) any failure to perfect or continue perfection
of a security interest in any collateral which secures any of the Guaranteed
Obligations; (vii) any defenses, set-offs or counterclaims which Company may
allege or assert against any Beneficiary in respect of the Guaranteed
Obligations, including failure of consideration, breach of warranty, payment,
statute of frauds, statute of limitations, accord and satisfaction and usury;
and (viii) any other act or thing or omission, or delay to do any other act or
thing, which may or might in any manner or to any extent vary the risk of any
Guarantor as an obligor in respect of the Guaranteed Obligations.

     7.5. WAIVERS BY GUARANTORS. Each Guarantor hereby waives, for the benefit
of Beneficiaries: (a) any right to require any Beneficiary, as a condition of
payment or performance by such Guarantor, to (i) proceed against Company, any
other guarantor (including any other Guarantor) of the Guaranteed Obligations or
any other Person, (ii) proceed against or exhaust any security held from
Company, any such other guarantor or any other Person, (iii) proceed against or
have resort to any balance of any Deposit Account or credit on the books of any
Beneficiary in favor of Company or any other Person, or (iv) pursue any other
remedy in the power of any Beneficiary whatsoever; (b) any defense arising by
reason of the incapacity, lack of authority or any disability or other defense
of Company or any other Guarantor including any defense based on or arising out
of the lack of validity or the unenforceability of the Guaranteed Obligations or
any agreement or instrument relating thereto or by reason of the cessation of
the liability of Company or any other Guarantor from any cause other than
payment in full of the Guaranteed Obligations; (c) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the
principal; (d) any defense based upon any Beneficiary's errors or omissions in
the administration of the Guaranteed Obligations, except behavior which amounts
to bad faith; (e) (i) any principles or provisions of law, statutory or
otherwise, which are or might be in conflict with the terms hereof and any legal
or equitable discharge of such Guarantor's obligations hereunder, (ii) the
benefit of any statute of limitations affecting such Guarantor's liability
hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments
and counterclaims, and (iv) promptness, diligence and any requirement that any
Beneficiary protect, secure, perfect or insure any security interest or lien or
any property subject thereto; (f) notices, demands, presentments, protests,
notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance hereof, notices of default hereunder, the Hedge Agreements
or any agreement or instrument related thereto, notices of any renewal,
extension or modification of the Guaranteed Obligations or any agreement related
thereto, notices of any extension of credit to Company and notices of any of the
matters referred to in Section 7.4 and any right to consent to any thereof; and
(g) any defenses or benefits that may be derived from or afforded by law which
limit the liability of or exonerate guarantors or sureties, or which may
conflict with the terms hereof.

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     7.6. GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Until the
Guaranteed Obligations shall have been indefeasibly paid in full and all
Commitments shall have terminated, each Guarantor hereby postpones and agrees
not to enforce any claim, right or remedy, direct or indirect, that such
Guarantor now has or may hereafter have against Company or any other Guarantor
or any of its assets in connection with this Guaranty or the performance by such
Guarantor of its obligations hereunder, in each case whether such claim, right
or remedy arises in equity, under contract, by statute, under common law or
otherwise and including without limitation (a) any right of subrogation,
reimbursement or indemnification that such Guarantor now has or may hereafter
have against Company with respect to the Guaranteed Obligations, (b) any right
to enforce, or to participate in, any claim, right or remedy that any
Beneficiary now has or may hereafter have against Company, and (c) any benefit
of, and any right to participate in, any collateral or security now or hereafter
held by any Beneficiary. In addition, until the Guaranteed Obligations shall
have been indefeasibly paid in full and the Commitments shall have terminated,
each Guarantor shall withhold exercise of any right of contribution such
Guarantor may have against any other guarantor (including any other Guarantor)
of the Guaranteed Obligations, including, without limitation, any such right of
contribution as contemplated by Section 7.2. Each Guarantor further agrees that,
to the extent the waiver or agreement to withhold the exercise of its rights of
subrogation, reimbursement, indemnification and contribution as set forth herein
is found by a court of competent jurisdiction to be void or voidable for any
reason, any rights of subrogation, reimbursement or indemnification such
Guarantor may have against Company or against any collateral or security, and
any rights of contribution such Guarantor may have against any such other
guarantor, shall be junior and subordinate to any rights any Beneficiary may
have against Company, to all right, title and interest any Beneficiary may have
in any such collateral or security, and to any right any Beneficiary may have
against such other guarantor. If any amount shall be paid to any Guarantor on
account of any such subrogation, reimbursement, indemnification or contribution
rights at any time when all Guaranteed Obligations shall not have been finally
and indefeasibly paid in full, such amount shall be held in trust for
Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over
to Administrative Agent for the benefit of Beneficiaries to be credited and
applied against the Guaranteed Obligations, whether matured or unmatured, in
accordance with the terms hereof.

     7.7. SUBORDINATION OF OTHER OBLIGATIONS. Any Indebtedness of Company or any
Guarantor now or hereafter held by any Guarantor (the "OBLIGEE GUARANTOR") is
hereby subordinated in right of payment to the Guaranteed Obligations, and any
such indebtedness collected or received by the Obligee Guarantor after an Event
of Default has occurred and is continuing shall be held in trust for
Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over
to Administrative Agent for the benefit of Beneficiaries to be credited and
applied against the Guaranteed Obligations but without affecting, impairing or
limiting in any manner the liability of the Obligee Guarantor under any other
provision hereof.

     7.8. CONTINUING GUARANTY. This Guaranty is a continuing guaranty and shall
remain in effect until all of the Guaranteed Obligations shall have been paid in
full and the Commitments shall have terminated. Each Guarantor hereby
irrevocably waives any right to revoke this Guaranty as to future transactions
giving rise to any Guaranteed Obligations.

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     7.9. AUTHORITY OF GUARANTORS OR COMPANY. It is not necessary for any
Beneficiary to inquire into the capacity or powers of any Guarantor or Company
or the officers, directors or any agents acting or purporting to act on behalf
of any of them.

     7.10. FINANCIAL CONDITION OF COMPANY. Any Credit Extension may be made to
Company or continued from time to time, and any Hedge Agreements may be entered
into from time to time, in each case without notice to or authorization from any
Guarantor regardless of the financial or other condition of Company at the time
of any such grant or continuation or at the time such Hedge Agreement is entered
into, as the case may be. No Beneficiary shall have any obligation to disclose
or discuss with any Guarantor its assessment, or any Guarantor's assessment, of
the financial condition of Company. Each Guarantor has adequate means to obtain
information from Company on a continuing basis concerning the financial
condition of Company and its ability to perform its obligations under the Credit
Documents and the Hedge Agreements, and each Guarantor assumes the
responsibility for being and keeping informed of the financial condition of
Company and of all circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty
on the part of any Beneficiary to disclose any matter, fact or thing relating to
the business, operations or conditions of Company now known or hereafter known
by any Beneficiary.

     7.11. BANKRUPTCY, ETC. (a) So long as any Guaranteed Obligations remain
outstanding, no Guarantor shall, without the prior written consent of
Administrative Agent acting pursuant to the instructions of Requisite Lenders,
commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency case or proceeding of or against Company or any
other Guarantor. The obligations of Guarantors hereunder shall not be reduced,
limited, impaired, discharged, deferred, suspended or terminated by any case or
proceeding, voluntary or involuntary, involving the bankruptcy, insolvency,
receivership, reorganization, liquidation or arrangement of Company or any other
Guarantor or by any defense which Company or any other Guarantor may have by
reason of the order, decree or decision of any court or administrative body
resulting from any such proceeding.

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  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

          (b)  Each Guarantor acknowledges and agrees that any interest on any
portion of the Guaranteed Obligations which accrues after the commencement of
any case or proceeding referred to in clause (a) above (or, if interest on any
portion of the Guaranteed Obligations ceases to accrue by operation of law by
reason of the commencement of such case or proceeding, such interest as would
have accrued on such portion of the Guaranteed Obligations if such case or
proceeding had not been commenced) shall be included in the Guaranteed
Obligations because it is the intention of Guarantors and Beneficiaries that the
Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should
be determined without regard to any rule of law or order which may relieve
Company of any portion of such Guaranteed Obligations. Guarantors will permit
any trustee in bankruptcy, receiver, debtor in possession, assignee for the
benefit of creditors or similar person to pay Administrative Agent, or allow the
claim of Administrative Agent in respect of, any such interest accruing after
the date on which such case or proceeding is commenced with respect to the
Company or any Guarantor.

          (c)  In the event that all or any portion of the Guaranteed
Obligations are paid by Company, the obligations of Guarantors hereunder shall
continue and remain in full force and effect or be reinstated, as the case may
be, in the event that all or any part of such payment(s) are rescinded or
recovered directly or indirectly from any Beneficiary as a preference,
fraudulent transfer or otherwise, and any such payments which are so rescinded
or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

     7.12. DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR. If all of the Capital
Stock of any Guarantor or any of its successors in interest hereunder shall be
sold or otherwise disposed of (including by merger or consolidation) in
accordance with the terms and conditions hereof, the Guaranty of such Guarantor
or such successor in interest, as the case may be, hereunder shall automatically
be discharged and released without any further action by any Beneficiary or any
other Person effective as of the time of such Asset Sale.

SECTION 8. EVENTS OF DEFAULT

     8.1. EVENTS OF DEFAULT. If any one or more of the following conditions or
events shall occur:

          (a)  FAILURE TO MAKE PAYMENTS WHEN DUE. Failure by Company to pay (i)
when due any installment of principal of any Loan, whether at stated maturity,
by acceleration, by notice of voluntary prepayment, by mandatory prepayment or
otherwise; or (ii) any interest on any Loan or any fee or any other amount due
hereunder within five (5) days after the date due; or

          (b)  DEFAULT IN OTHER AGREEMENTS. (i) Failure of any Credit Party to
pay when due any principal of or interest on or any other amount payable in
respect of one or more items of Indebtedness (other than Indebtedness referred
to in Section 8.1(a)) in an individual principal amount of $[**] or more or
beyond the grace period, if any, provided therefor; or (ii) breach or default by
any Credit Party with respect to any other material term of (1) one or more
items of Indebtedness in the

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individual or aggregate principal amounts referred to in clause (i) above or (2)
any loan agreement, mortgage, indenture or other agreement relating to such
item(s) of Indebtedness, in each case beyond the grace period, if any, provided
therefor, if the effect of such breach or default is to cause, or to permit the
holder or holders of that Indebtedness (or a trustee on behalf of such holder or
holders), to cause, that Indebtedness to become or be declared due and payable
(or redeemable) prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be; or

          (c)  BREACH OF CERTAIN COVENANTS. Failure of any Credit Party to
perform or comply with any term or condition contained in Section 2.3, Section
5.2 or Section 6; or

          (d)  BREACH OF REPRESENTATIONS, ETC. Any representation, warranty,
certification or other statement made or deemed made by any Credit Party in any
Credit Document or in any statement or certificate at any time given by any
Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or
in connection herewith or therewith shall be false in any material respect as of
the date made or deemed made; or

          (e)  OTHER DEFAULTS UNDER CREDIT DOCUMENTS. Any Credit Party shall
default in the performance of or compliance with any term contained herein or
any of the other Credit Documents, other than any such term referred to in any
other Section of this Section 8.1, and such default shall not have been remedied
or waived within thirty (30) days after the earlier of (i) an officer of such
Credit Party becoming aware of such default or (ii) receipt by Company of notice
from Administrative Agent or any Lender of such default; or

          (f)  INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.. (i) A
court of competent jurisdiction shall enter a decree or order for relief in
respect of Holdings or any of its Subsidiaries in an involuntary case under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect, which decree or order is not stayed; or any
other similar relief shall be granted under any applicable federal or state law;
or (ii) an involuntary case shall be commenced against Holdings or any of its
Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect; or a decree or order of a
court having jurisdiction in the premises for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar
powers over Holdings or any of its Subsidiaries, or over all or a substantial
part of its property, shall have been entered; or there shall have occurred the
involuntary appointment of an interim receiver, trustee or other custodian of
Holdings or any of its Subsidiaries for all or a substantial part of its
property; or a warrant of attachment, execution or similar process shall have
been issued against any substantial part of the property of Holdings or any of
its Subsidiaries, and any such event described in this clause (ii) shall
continue for sixty (60) days without having been dismissed, bonded or
discharged; or

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  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

          (g)  VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.. (i) Holdings
or any of its Subsidiaries shall have an order for relief entered with respect
to it or shall commence a voluntary case under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary
case, or to the conversion of an involuntary case to a voluntary case, under any
such law, or shall consent to the appointment of or taking possession by a
receiver, trustee or other custodian for all or a substantial part of its
property; or Holdings or any of its Subsidiaries shall make any assignment for
the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be
unable, or shall fail generally, or shall admit in writing its inability, to pay
its debts as such debts become due; or the board of directors (or similar
governing body) of Holdings or any of its Subsidiaries (or any committee
thereof) shall adopt any resolution or otherwise authorize any action to approve
any of the actions referred to herein or in Section 8.1(f); or

          (h)  JUDGMENTS AND ATTACHMENTS. Any money judgment, writ or warrant of
attachment or similar process involving in the aggregate at any time an amount
in excess of $[**] (to the extent not adequately covered by insurance) shall be
entered or filed against Holdings or any of its Subsidiaries or any of their
respective assets and shall remain undischarged, unvacated, unbonded or unstayed
for a period of sixty (60) days (or in any event later than five days prior to
the date of any proposed sale thereunder); or

          (i)  DISSOLUTION. Any order, judgment or decree shall be entered
against any Credit Party decreeing the dissolution or split up of such Credit
Party and such order shall remain undischarged or unstayed for a period in
excess of thirty (30) days; or

          (j)  EMPLOYEE BENEFIT PLANS. There shall occur one or more ERISA
Events which individually or in the aggregate results in or might reasonably be
expected to result in liability of Holdings, any of its Subsidiaries or any of
their respective ERISA Affiliates in excess of $[**] during the term hereof; or
there shall exist an amount of unfunded benefit liabilities (as defined in
Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension
Plans (excluding for purposes of such computation any Pension Plans with respect
to which assets exceed benefit liabilities), which exceeds $[**]; or

          (k)  CHANGE OF CONTROL. A Change of Control shall occur;

          (l)  GUARANTIES, COLLATERAL DOCUMENTS AND OTHER CREDIT DOCUMENTS. At
any time after the execution and delivery thereof, (i) the Guaranty for any
reason, other than the satisfaction in full of all Obligations, shall cease to
be in full force and effect (other than in accordance with its terms) or shall
be declared to be null and void or any Guarantor shall repudiate its obligations
thereunder, (ii) this Agreement or any Collateral Document ceases to be in full
force and effect (other than by reason of a release of Collateral in accordance
with the terms hereof or thereof or the satisfaction in full of the Obligations
in accordance with the terms hereof) or shall be declared null and void, or
Collateral Agent

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shall not have or shall cease to have a valid and perfected Lien in any
Collateral purported to be covered by the Collateral Documents with the priority
required by the relevant Collateral Document, in each case for any reason other
than the failure of Collateral Agent or any Secured Party to take any action
within its control, or (iii) any Credit Party shall contest the validity or
enforceability of any Credit Document in writing or deny in writing that it has
any further liability, including with respect to future advances by Lenders,
under any Credit Document to which it is a party; or

          (m)  any of the following events shall occur and the occurrence
thereof, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect: (i) any filing with, license, permit, certification
or franchise granted by, or authorization or other consent or approval of, the
FCC, any PUC or any other Governmental Authority (collectively, "REGULATORY
AUTHORIZATIONS") (x) shall not be made or obtained, as the case may be, as and
when required to permit (A) the continuing conduct by Company and its
Subsidiaries of their respective businesses and operations in substantially the
manner then being conducted and (B) the performance by each Credit Party of its
obligations under the Credit Documents or (y) shall be cancelled, terminated,
rescinded, revoked, suspended, materially impaired or otherwise finally denied
renewal, or shall cease to be in full force and effect, or (ii) any proceeding
shall have been instituted by or shall have been commenced before any court, the
FCC, any PUC or any other Governmental Authority that could reasonably be
expected to result in (x) cancellation, termination, rescission, revocation,
suspension, material impairment or denial of renewal of any Regulatory
Authorization or (y) a modification of any Regulatory Authorization in a
material adverse respect or a renewal thereof on terms that materially and
adversely affect the economic or commercial value or usefulness thereof, or
(iii) any material Interconnection Agreement shall be terminated and not renewed
or replaced or shall be suspended or otherwise materially impaired, or shall be
renegotiated and renewed or replaced on terms that materially and adversely
affect the economic or commercial value or usefulness thereof, whether by action
of the parties thereto or by action of or under, modification to, or rescinding
of the Communications Act or any other applicable laws or regulations, in whole
or in part;

THEN, (1) upon the occurrence of any Event of Default described in Section
8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event
of Default, at the request of (or with the consent of) Requisite Lenders, upon
notice to Company by Administrative Agent, (A) the Commitments, if any, of each
Lender having such Commitments shall immediately terminate; (B) each of the
following shall immediately become due and payable, in each case without
presentment, demand, protest or other requirements of any kind, all of which are
hereby expressly waived by each Credit Party: (I) the unpaid principal amount of
and accrued interest on the Loans and (II) all other Obligations; and (C) the
Administrative Agent may cause the Collateral Agent to enforce any and all Liens
and security interests created pursuant to Collateral Documents.

SECTION 9. AGENTS

     9.1. APPOINTMENT OF AGENTS. Each of GSCP and Fleet Securities is hereby
appointed Joint Lead Arranger hereunder. GSCP is hereby appointed as Book Runner
and Syndication Agent hereunder. Each Lender hereby authorizes Joint Lead
Arranger and Syndication Agent to act as its agents in accordance with the terms
hereof and the other Credit Documents. Fleet is hereby appointed

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Administrative Agent (for purposes of this Section 9, the terms "Administrative
Agent" and "Agent" shall also include Fleet in its capacity as Collateral Agent
pursuant to the Collateral Documents) hereunder and under the other Credit
Documents and each Lender hereby authorizes Administrative Agent to act as its
agent in accordance with the terms hereof and the other Credit Documents. DLJ is
hereby appointed Documentation Agent hereunder, and each Lender hereby
authorizes Documentation Agent to act as its agent in accordance with the terms
hereof and the other Credit Documents. Each Agent hereby agrees to act upon the
express conditions contained herein and the other Credit Documents, as
applicable. The provisions of this Section 9 are solely for the benefit of
Agents and Lenders and no Credit Party shall have any rights as a third party
beneficiary of any of the provisions thereof. In performing its functions and
duties hereunder, each Agent shall act solely as an agent of Lenders and does
not assume and shall not be deemed to have assumed any obligation towards or
relationship of agency or trust with or for Holdings or any of its Subsidiaries.
Each of Syndication Agent and Documentation Agent, without consent of or notice
to any party hereto, may assign any and all of its rights or obligations
hereunder to any of its Affiliates. As of the Closing Date, all the respective
obligations of GSCP, in its capacity as Book Runner and Syndication Agent and
DLJ, in its capacity as Documentation Agent, shall terminate.

     9.2. POWERS AND DUTIES. Each Lender irrevocably authorizes each Agent to
take such action on such Lender's behalf and to exercise such powers, rights and
remedies hereunder and under the other Credit Documents as are specifically
delegated or granted to such Agent by the terms hereof and thereof, together
with such powers, rights and remedies as are reasonably incidental thereto. Each
Agent shall have only those duties and responsibilities that are expressly
specified herein and the other Credit Documents. Each Agent may exercise such
powers, rights and remedies and perform such duties by or through its agents or
employees. No Agent shall have, by reason hereof or any of the other Credit
Documents, a fiduciary relationship in respect of any Lender; and nothing herein
or any of the other Credit Documents, expressed or implied, is intended to or
shall be so construed as to impose upon any Agent any obligations in respect
hereof or any of the other Credit Documents except as expressly set forth herein
or therein.

     9.3. GENERAL IMMUNITY.

          (a)  NO RESPONSIBILITY FOR CERTAIN MATTERS. No Agent shall be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency hereof or any other
Credit Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statements or in any
financial or other statements, instruments, reports or certificates or any other
documents furnished or made by any of Agent to Lenders or by or on behalf of any
Credit Party to any Agent or any Lender in connection with the Credit Documents
and the transactions contemplated thereby or for the financial condition or
business affairs of any Credit Party or any other Person liable for the payment
of any Obligations, nor shall any Agent be required to ascertain or inquire as
to the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Credit Documents or as to the
use of the proceeds of the Loans or as to the existence or possible existence of
any Event of Default or Default. Anything contained herein to the contrary
notwithstanding, Administrative Agent shall not have any

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liability arising from confirmations of the amount of outstanding Loans or the
component amounts thereof.

          (b)  EXCULPATORY PROVISIONS. No Agent nor any of its officers,
partners, directors, employees or agents shall be liable to Lenders for any
action taken or omitted by any Agent under or in connection with any of the
Credit Documents except to the extent caused by such Agent's gross negligence or
willful misconduct. Each Agent shall be entitled to refrain from any act or the
taking of any action (including the failure to take an action) in connection
herewith or any of the other Credit Documents or from the exercise of any power,
discretion or authority vested in it hereunder or thereunder unless and until
such Agent shall have received instructions in respect thereof from Requisite
Lenders (or such other Lenders as may be required to give such instructions
under Section 10.5) and, upon receipt of such instructions from Requisite
Lenders (or such other Lenders, as the case may be), such Agent shall be
entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions.
Without prejudice to the generality of the foregoing, (i) each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper Person or Persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of
attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants,
experts and other professional advisors selected by it; and (ii) no Lender shall
have any right of action whatsoever against any Agent as a result of such Agent
acting or (where so instructed) refraining from acting hereunder or any of the
other Credit Documents in accordance with the instructions of Requisite Lenders
(or such other Lenders as may be required to give such instructions under
Section 10.5).

     9.4. AGENTS ENTITLED TO ACT AS LENDER. The agency hereby created shall in
no way impair or affect any of the rights and powers of, or impose any duties or
obligations upon, any Agent in its individual capacity as a Lender hereunder.
With respect to its participation in the Loans, each Agent in its individual
capacity, shall have the same rights and powers hereunder as any other Lender
and may exercise the same as if it were not performing the duties and functions
delegated to it hereunder, and the term "Lender" shall, unless the context
clearly otherwise indicates, include each Agent in its individual capacity. Any
Agent in its individual capacity, and its Affiliates may accept deposits from,
lend money to and generally engage in any kind of banking, trust, financial
advisory or other business with Holdings or any of its Affiliates as if it were
not performing the duties specified herein, and may accept fees and other
consideration from Holdings or any of its Affiliates for services in connection
herewith and otherwise without having to account for the same to Lenders.

     9.5. LENDERS' REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENT.

          Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Holdings and
its Subsidiaries in connection with Credit Extensions hereunder and that it has
made and shall continue to make its own appraisal of the creditworthiness of
Holdings and its Subsidiaries. No Agent shall have any duty or responsibility,
either initially or on a continuing basis, to make any such investigation or any
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of Lenders or to provide any Lender with any credit or other information with
respect thereto, whether coming into its possession before the making of the
Loans or at any time or times thereafter, and no Agent shall have any
responsibility with respect to the accuracy of or the completeness of any
information provided to Lenders.

     9.6. RIGHT TO INDEMNITY. Each Lender, in proportion to its Pro Rata Share,
severally agrees to indemnify each Agent, to the extent that such Agent shall
not have been reimbursed by any Credit Party, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including counsel fees and disbursements) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in exercising its powers, rights and remedies or performing
its duties hereunder or under the other Credit Documents or otherwise in its
capacity as such Agent in any way relating to or arising out hereof or the other
Credit Documents; PROVIDED, no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct. If any indemnity furnished to any Agent for any purpose
shall, in the opinion of such Agent, be insufficient or become impaired, such
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished; PROVIDED,
in no event shall this sentence require any Lender to indemnify any Agent
against any liability, obligation, loss, damage, penalty, action, judgment,
suit, cost, expense or disbursement in excess of such Lender's Pro Rata Share
thereof; and PROVIDED FURTHER, this sentence shall not be deemed to require any
Lender to indemnify any Agent against any liability, obligation, loss, damage,
penalty, action, judgment, suit, cost, expense or disbursement described in the
proviso in the immediately preceding sentence.

     9.7. SUCCESSOR ADMINISTRATIVE AGENT. Administrative Agent may resign at any
time by giving thirty (30) days' prior written notice thereof to Lenders and
Company, and Administrative Agent may be removed at any time with or without
cause by an instrument or concurrent instruments in writing delivered to Company
and Administrative Agent and signed by Requisite Lenders. Upon any such notice
of resignation or any such removal, Requisite Lenders shall have the right, upon
five Business Days' notice to Company, to appoint a successor Administrative
Agent. Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor Administrative Agent, that successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring or removed Administrative Agent and the retiring or
removed Administrative Agent shall promptly (i) transfer to such successor
Administrative Agent all sums, Securities and other items of Collateral held
under the Collateral Documents, together with all records and other documents
necessary or appropriate in connection with the performance of the duties of the
successor Administrative Agent under the Credit Documents, and (ii) execute and
deliver to such successor Administrative Agent such amendments to financing
statements, and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Administrative Agent of the
security interests created under the Collateral Documents, whereupon such
retiring or removed Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring or removed Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Section 9 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent hereunder.

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     9.8. COLLATERAL DOCUMENTS AND GUARANTY.

          (a)  AGENT UNDER COLLATERAL DOCUMENTS AND GUARANTIES. Each Lender
hereby authorizes Collateral Agent, on behalf of and for the benefit of Secured
Parties, to be the agent for and representative of Lenders and all other Secured
Parties with respect to the Collateral and the Collateral Documents and to enter
into the Collateral Documents. Each Lender hereby authorizes Administrative
Agent, on behalf of and for the benefit of Lenders, to be the agent for and
representative of Lenders with respect to the Guaranty. Subject to Section 10.5,
without further written consent or authorization from Lenders, each of
Administrative Agent and Collateral Agent, as applicable, may execute any
documents or instruments necessary to (i) release any Lien encumbering any item
of Collateral that is the subject of a sale or other disposition of assets
permitted hereby or with respect to the release of which Requisite Lenders (or
such other Lenders as may be required to give such consent under Section 10.5)
have otherwise consented or (ii) release any Guarantor from the Guaranty
pursuant to Section 7.13 or with respect to the release of which Requisite
Lenders (or such other Lenders as may be required to give such consent under
Section 10.5) have otherwise consented.

          (b)  RIGHT TO REALIZE ON COLLATERAL AND ENFORCE GUARANTY. Anything
contained in any of the Credit Documents to the contrary notwithstanding, each
Credit Party, Administrative Agent, Collateral Agent and each Lender hereby
agree that (i) no Lender shall have any right individually to realize upon any
of the Collateral or to enforce the Guaranty, it being understood and agreed
that all powers, rights and remedies hereunder may be exercised solely by
Administrative Agent on behalf of Lenders, in accordance with the terms hereof
and all powers, rights and remedies under the Collateral Documents may be
exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by
Administrative Agent on any of the Collateral pursuant to a public or private
sale, Administrative Agent or any Lender may be the purchaser of any or all of
such Collateral at any such sale and Administrative Agent, as agent for and
representative of Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by Administrative Agent
at such sale.

SECTION 10. MISCELLANEOUS

     10.1. NOTICES. Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given to a Credit Party
or any Agent, shall be sent to such Person's address as set forth on APPENDIX B
or in the other relevant Credit Document, and in the case of any Lender, the
address as indicated on APPENDIX B or otherwise indicated to Administrative
Agent in writing. Each notice hereunder shall be in writing and may be
personally served, telexed or sent by telefacsimile or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service and signed for against receipt thereof, upon receipt of
telefacsimile or telex, or three Business Days after depositing it in the United
States mail with postage prepaid and properly addressed; PROVIDED, no notice to
any Agent shall be effective until received by such Agent.

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     10.2. EXPENSES. Whether or not the transactions contemplated hereby shall
be consummated, Company agrees to pay promptly (a) all the actual and reasonable
costs and expenses of each Joint Lead Arranger and the Syndication Agent
associated with the syndication of the credit facilities hereunder and the
preparation of the Credit Documents and any consents, amendments, waivers or
other modifications thereto; (b) all the costs of furnishing all opinions by
counsel for any Credit Party (including any opinions requested by Lenders as to
any legal matters arising hereunder) and of Company's and each Credit Party's
performance of and compliance with all agreements and conditions on its part to
be performed or complied with hereunder and the other Credit Documents; (c) the
reasonable fees, expenses and disbursements of counsel to Agents (in each case
including allocated costs of internal counsel) in connection with the
negotiation, preparation, execution and administration of the Credit Documents
and any consents, amendments, waivers or other modifications thereto and any
other documents or matters requested by any Credit Party; (d) all the actual
costs and reasonable expenses of creating and perfecting Liens in favor of
Collateral Agent, for the benefit of Lenders pursuant hereto, including filing
and recording fees, expenses and taxes, stamp or documentary taxes, search fees,
title insurance premiums and reasonable fees, expenses and disbursements of
counsel to Collateral Agent and of counsel providing any opinions that any Agent
or Requisite Lenders may request in respect of the Collateral or the Liens
created pursuant the Collateral Documents; (e) all the actual costs and
reasonable fees, expenses and disbursements of any auditors, accountants,
consultants or appraisers; (f) all the actual costs and reasonable expenses
(including the reasonable fees, expenses and disbursements of any appraisers,
consultants, advisors and agents employed or retained by Administrative Agent
and its counsel) in connection with the custody or preservation of any of the
Collateral; (g) all other actual and reasonable costs and expenses incurred by
each Agent in connection with the syndication of the Loans and Commitments and
the negotiation, preparation and execution of the Credit Documents and any
consents, amendments, waivers or other modifications thereto and the
transactions contemplated thereby; and (h) after the occurrence of a Default or
an Event of Default, all costs and expenses, including reasonable attorneys'
fees (including allocated costs of internal counsel) and costs of settlement,
incurred by any Agent and Lenders in enforcing any Obligations of or in
collecting any payments due from any Credit Party hereunder or under the other
Credit Documents by reason of such Default or Event of Default (including in
connection with the sale of, collection from, or other realization upon any of
the Collateral or the enforcement of the Guaranty) or in connection with any
refinancing or restructuring of the credit arrangements provided hereunder in
the nature of a "work-out" or pursuant to any insolvency or bankruptcy cases or
proceedings.

     10.3. INDEMNITY. In addition to the payment of expenses pursuant to Section
10.2, whether or not the transactions contemplated hereby shall be consummated,
each Credit Party agrees to defend (subject to Indemnitees' selection of
counsel, in consultation with the Credit Party), indemnify, pay and hold
harmless, each Agent and Lender and the officers, partners, directors, trustees,
employees, agents and Affiliates of each Agent and each Lender (each, an
"INDEMNITEE"), from and against any and all Indemnified Liabilities; PROVIDED,
no Credit Party shall have any obligation to any Indemnitee hereunder with
respect to any Indemnified Liabilities to the extent such Indemnified
Liabilities arise from the gross negligence or willful misconduct of that
Indemnitee. To the extent that the undertakings to defend, indemnify, pay and
hold harmless set forth in this Section 10.3 may be unenforceable in whole or in
part because they are violative of any law or public policy, the applicable
Credit Party shall

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contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them. To the extent permitted by applicable
law, no Credit Party shall assert, and each hereby waives, 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, any Credit Document or any agreement or
instrument or transaction contemplated hereby.

     10.4. SET-OFF. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence and during the continuance of any Event of Default each Lender is
hereby authorized by each Credit Party at any time or from time to time subject
to the consent of Administrative Agent (such consent not to be unreasonably
withheld or delayed), without notice to any Credit Party or to any other Person
(other than Administrative Agent), any such notice being hereby expressly
waived, to set off and to appropriate and to apply any and all deposits (general
or special, including Indebtedness evidenced by certificates of deposit, whether
matured or unmatured, but not including trust accounts) and any other
Indebtedness at any time held or owing by such Lender to or for the credit or
the account of any Credit Party against and on account of the obligations and
liabilities of any Credit Party to such Lender hereunder and participations
therein and under the other Credit Documents, including all claims of any nature
or description arising out of or connected hereto and participations therein or
with any other Credit Document, irrespective of whether or not (a) such Lender
shall have made any demand hereunder or (b) the principal of or the interest on
the Loans or any amounts in respect of any other amounts due hereunder shall
have become due and payable pursuant to Section 2 and although such obligations
and liabilities, or any of them, may be contingent or unmatured. Each Credit
Party hereby further grants to Administrative Agent and each Lender a security
interest in all Deposit Accounts maintained with Administrative Agent or such
Lender as security for the Obligations.

     10.5. AMENDMENTS AND WAIVERS.

          (a)  REQUISITE LENDERS' CONSENT. Subject to Sections 10.5(b) and
10.5(c), no amendment, modification, termination or waiver of any provision of
the Credit Documents, or consent to any departure by any Credit Party therefrom,
shall in any event be effective without the written concurrence of the Requisite
Lenders.

          (b)  AFFECTED LENDERS' CONSENT. Without the written consent of each
Lender (other than a Defaulting Lender) that would be affected thereby, no
amendment, modification, termination, or consent shall be effective if the
effect thereof would:

               (i)  extend the scheduled final maturity of any Loan or Note;

               (ii) waive, reduce or postpone any scheduled repayment (but
not prepayment) or the Commitment Termination Date;

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               (iii) reduce the rate of interest on any Loan (other than any
waiver of any increase in the interest rate applicable to any Loan pursuant to
Section 2.7) or any fee payable hereunder;

               (iv) extend the time for payment of any such interest or fees;

               (v)  reduce the principal amount of any Loan;

               (vi) amend, modify, terminate or waive any provision of this
Section 10.5(b) or Section 10.5(c) or Section 10.6(a);

               (vii) amend the definition of "REQUISITE LENDERS" or "PRO RATA
SHARE"; PROVIDED, with the consent of Requisite Lenders (except that such
consent shall not be required in the case of Indebtedness incurred or
commitments made under Section 2.1(a) of this Agreement), additional extensions
of credit pursuant hereto may be included in the determination of "REQUISITE
LENDERS" or "PRO RATA SHARE" on substantially the same basis as the Commitments
and the Loans are included on the Closing Date;

               (viii) release or otherwise subordinate all or substantially all
of the Collateral or all or substantially all of the Guarantors from the
Guaranty except as expressly provided in the Credit Documents; or

               (ix) consent to the assignment or transfer by any Credit Party of
any of its rights and obligations under any Credit Document.

          (c)  OTHER CONSENTS. No amendment, modification, termination or waiver
of any provision of the Credit Documents, or consent to any departure by any
Credit Party therefrom, shall:

               (i)  increase any Commitment of any Lender over the amount
thereof then in effect without the consent of such Lender; PROVIDED, no
amendment, modification or waiver of any condition precedent, covenant, Default
or Event of Default shall constitute an increase in any Commitment of any
Lender; or

               (ii) amend, modify, terminate or waive any provision of Section 9
or Section 10 as the same applies to any Agent, or any other provision hereof as
the same applies to the rights or obligations of any Agent, in each case without
the consent of such Agent.

          (d)  EXECUTION OF AMENDMENTS, ETC. Administrative Agent may, but shall
have no obligation to, with the concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of such Lender. Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given. No notice to or demand on any Credit Party in
any case shall entitle any Credit Party to any other or further notice or demand
in similar or other circumstances. Any amendment, modification, termination,
waiver or consent effected in

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accordance with this Section 10.5 shall be binding upon each Lender at the time
outstanding, each future Lender and, if signed by a Credit Party, on such Credit
Party.

     10.6. SUCCESSORS AND ASSIGNS; PARTICIPATIONS.

          (a)  GENERALLY. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders. No
Credit Party's rights or obligations hereunder nor any interest therein may be
assigned or delegated by any Credit Party without the prior written consent of
all Lenders.

          (b)  REGISTER. Company, Administrative Agent and Lenders shall deem
and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Commitments and Loans listed therein for all
purposes hereof, and no assignment or transfer of any such Commitment or Loan
shall be effective, in each case, unless and until an Assignment Agreement
effecting the assignment or transfer thereof shall have been delivered to and
accepted by Administrative Agent and recorded in the Register as provided in
Section 10.6(e). Prior to such recordation, all amounts owed with respect to the
applicable Commitment or Loan shall be owed to the Lender listed in the Register
as the owner thereof, and any request, authority or consent of any Person who,
at the time of making such request or giving such authority or consent, is
listed in the Register as a Lender shall be conclusive and binding on any
subsequent holder, assignee or transferee of the corresponding Commitments or
Loans.

          (c)  RIGHT TO ASSIGN. Each Lender shall have the right at any time to
sell, assign or transfer all or a portion of its rights and obligations under
this Agreement, including, without limitation, all or a portion of its
Commitment or Loans owing to it, Note or Notes held by it, or other Obligation
(PROVIDED, HOWEVER, that each such assignment shall be of a uniform, and not
varying, percentage of all rights and obligations under and in respect of any
Loan and any related Commitments):

               (i)  to any Person meeting the criteria of clause (i) of the
definition of the term of "Eligible Assignee" upon the giving of notice to
Company and Administrative Agent; and

               (ii) to any Person meeting the criteria of clause (ii) of the
definition of the term of "Eligible Assignee" and, in the case of assignments of
Loans or Commitments to any such Person, consented to by each of Company and
Administrative Agent (such consent (x) not to be unreasonably withheld or
delayed or, (y) in the case of Company, required at any time an Event of Default
shall have occurred and then be continuing); PROVIDED, each such assignment
pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less
than $5,000,000 (or such lesser amount as may be agreed to by Company and
Administrative Agent or as shall constitute the aggregate amount of the
Commitments, Loans and other Obligations of the assigning Lender) with respect
to the assignment of the Commitments and Loans; PROVIDED FURTHER that after
giving effect to such assignment, the assigning Lender shall have Commitments
and Loans aggregating at least $2,000,000 (unless such assigning Lender is
assigning all of its Commitments and Loans), in each case unless otherwise
agreed to the Company and the Administrative Agent.

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          (d)  MECHANICS. The assigning Lender and the assignee thereof shall
execute and deliver to Administrative Agent an Assignment Agreement, together
with (i) a processing and recordation fee of $750 in the case of assignments
pursuant to Section 10.6(c)(i) or made by or to GSCP, and $3,500 in the case of
all other assignments (except that only one fee shall be payable in the case of
contemporaneous assignments to Related Funds), and (ii) such forms, certificates
or other evidence, if any, with respect to United States federal income tax
withholding matters as the assignee under such Assignment Agreement may be
required to deliver to Administrative Agent pursuant to Section 2.18(c).

          (e)  NOTICE OF ASSIGNMENT. Upon its receipt of a duly executed and
completed Assignment Agreement, together with the processing and recordation fee
referred to in Section 10.6(d) (and any forms, certificates or other evidence
required by this Agreement in connection therewith), Administrative Agent shall
record the information contained in such Assignment Agreement in the Register,
shall give prompt notice thereof to Company and shall maintain a copy of such
Assignment Agreement.

          (f)  REPRESENTATIONS AND WARRANTIES OF ASSIGNEE. Each Lender, upon
execution and delivery hereof or upon executing and delivering an Assignment
Agreement, as the case may be, represents and warrants as of the Closing Date or
as of the applicable Effective Date (as defined in the applicable Assignment
Agreement) that (i) it is an Eligible Assignee; (ii) it has experience and
expertise in the making of or investing in commitments or loans such as the
applicable Commitments or Loans, as the case may be; and (iii) it will make or
invest in, as the case may be, its Commitments or Loans for its own account in
the ordinary course of its business and without a view to distribution of such
Commitments or Loans within the meaning of the Securities Act or the Exchange
Act or other federal securities laws (it being understood that, subject to the
provisions of this Section 10.6, the disposition of such Commitments or Loans or
any interests therein shall at all times remain within its exclusive control).

          (g)  EFFECT OF ASSIGNMENT. Subject to the terms and conditions of this
Section 10.6, as of the "Effective Date" specified in the applicable Assignment
Agreement: (i) the assignee thereunder shall have the rights and obligations of
a "Lender" hereunder to the extent such rights and obligations hereunder have
been assigned to it pursuant to such Assignment Agreement and shall thereafter
be a party hereto and a "Lender" for all purposes hereof; (ii) the assigning
Lender thereunder shall, to the extent that rights and obligations hereunder
have been assigned thereby pursuant to such Assignment Agreement, relinquish its
rights (other than any rights which survive the termination hereof under Section
10.8) and be released from its obligations hereunder (and, in the case of an
Assignment Agreement covering all or the remaining portion of an assigning
Lender's rights and obligations hereunder, such Lender shall cease to be a party
hereto; PROVIDED, anything contained in any of the Credit Documents to the
contrary notwithstanding, such assigning Lender shall continue to be entitled to
the benefit of all indemnities hereunder as specified herein with respect to
matters arising out of the prior involvement of such assigning Lender as a
Lender hereunder; (iii) the Commitments shall be modified to reflect the
Commitment of such assignee and any remaining Commitment of such assigning
Lender, if any; and (iv) if any such assignment occurs after the issuance of any
Note hereunder, the assigning Lender shall, upon the effectiveness of such
assignment or as promptly thereafter as

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practicable, surrender its applicable Notes to Administrative Agent for
cancellation, and thereupon Company shall issue and deliver new Notes, if so
requested by the assignee and/or assigning Lender, to such assignee and/or to
such assigning Lender, with appropriate insertions, to reflect the new
Commitments and/or outstanding Loans of the assignee and/or the assigning
Lender.

          (h)  PARTICIPATIONS. Each Lender shall have the right at any time to
sell one or more participations to any Person (other than Holdings, any of its
Subsidiaries or any of its Affiliates) in all or any part of its Commitments,
Loans or in any other Obligation. The holder of any such participation, other
than an Affiliate of the Lender granting such participation, shall not be
entitled to require such Lender to take or omit to take any action hereunder
except with respect to any amendment modification or waiver that would (i)
extend the final scheduled maturity of any Loan or Note in which such
participant is participating, or reduce the rate or extend the time of payment
of interest or fees thereon (except in connection with a waiver of applicability
of any post-default increase in interest rates) or reduce the principal amount
thereof, or increase the amount of the participant's participation over the
amount thereof then in effect (it being understood that a waiver of any Default
or Event of Default or of a mandatory reduction in the Commitment shall not
constitute a change in the terms of such participation, and that an increase in
any Commitment or Loan shall be permitted without the consent of any participant
if the participant's participation is not increased as a result thereof), (ii)
consent to the assignment or transfer by any Credit Party of any of its rights
and obligations under this Agreement or (iii) release all or substantially all
of the Collateral under the Collateral Documents (except as expressly provided
in the Credit Documents) supporting the Loans hereunder in which such
participant is participating. All amounts payable by any Credit Party hereunder,
including amounts payable to such Lender pursuant to Section 2.16(c), 2.17 or
2.18, shall be determined as if such Lender had not sold such participation.
Each Credit Party and each Lender hereby acknowledge and agree that, solely for
purposes of Sections 2.15, (1) any participation will give rise to a direct
obligation of each Credit Party to the participant and (2) the participant shall
be considered to be a "Lender."

          (i)  CERTAIN OTHER ASSIGNMENTS. In addition to any other assignment
permitted pursuant to this Section 10.6, (i) any Lender may assign and pledge
all or any portion of its Loans, the other Obligations owed to such Lender, and
its Notes, if any, to secure obligations of such Lender, including, without
limitation, any pledge or assignment to secure obligations to any Federal
Reserve Bank and this Section 10.6 shall not apply to any such pledge or
assignment of a security interest; PROVIDED, (x) no Lender, as between Company
and such Lender, shall be relieved of any of its obligations hereunder as a
result of any such assignment and pledge, and (y) in no event shall the
applicable Federal Reserve Bank or trustee be considered to be a "Lender" or be
entitled to require the assigning Lender to take or omit to take any action
hereunder and (z) any transfer of the rights and obligations of a "Lender"
hereunder to any Person upon the foreclosure of any pledge or security interest
referred to in this clause (i) may only be made pursuant to the provisions of
Sections 10.6(c) through (e) governing assignments of interests in the Loans.

     10.7. INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or would otherwise be within the limitations of, another covenant shall not
avoid the occurrence of a Default or an Event of Default if such action is taken
or condition exists.

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A              93

<PAGE>   101

     10.8. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Credit Extension.
Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Credit Party set forth in Sections 2.16(c), 2.17, 2.18, 10.2,
10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.15 and 9.6
shall survive the payment of the Loans and the termination hereof.

     10.9. NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of
any Agent or any Lender in the exercise of any power, right or privilege
hereunder or under any other Credit Document shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other power, right or
privilege. The rights, powers and remedies given to each Agent and each Lender
hereby are cumulative and shall be in addition to and independent of all rights,
powers and remedies existing by virtue of any statute or rule of law or in any
of the other Credit Documents or any of the Hedge Agreements. Any forbearance or
failure to exercise, and any delay in exercising, any right, power or remedy
hereunder shall not impair any such right, power or remedy or be construed to be
a waiver thereof, nor shall it preclude the further exercise of any such right,
power or remedy.

     10.10. MARSHALLING; PAYMENTS SET ASIDE. Neither any Agent nor any Lender
shall be under any obligation to marshal any assets in favor of any Credit Party
or any other Person or against or in payment of any or all of the Obligations.
To the extent that any Credit Party makes a payment or payments to
Administrative Agent or Lenders (or to Administrative Agent, on behalf of
Lenders), or Collateral Agent or Lenders enforce any security interests or
exercise their rights of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto,
shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not occurred.

     10.11. SEVERABILITY. In case any provision in or obligation hereunder or
any Note shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

     10.12. ENTIRE AGREEMENT. This Agreement (together with the Exhibits hereto,
the schedules hereto and the other agreements, documents and instruments
delivered in connection herewith) and the Credit Documents constitute the entire
agreement among the parties with respect to the subject matter hereof and
thereof and supersede all other prior agreements and understandings, both
written and verbal, among the parties or any of them with respect to the subject
matter hereof.

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A              94

<PAGE>   102

     10.13. OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS. The
obligations of Lenders hereunder are several and no Lender shall be responsible
for the obligations or Commitment of any other Lender hereunder. Nothing
contained herein or in any other Credit Document, and no action taken by Lenders
pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights arising hereunder and it shall not be necessary for any other Lender to
be joined as an additional party in any proceeding for such purpose.

     10.14. HEADINGS. Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.

     10.15. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES THEREOF.

     10.16. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT,
OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE
NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 10.1; (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c)
ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT
PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES THAT AGENTS AND
LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER
JURISDICTION.

     10.17. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A              95

<PAGE>   103

FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER
COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER
IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS
ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH
WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY
HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS
LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.17 AND EXECUTED BY EACH
OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER
CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.

     10.18. CONFIDENTIALITY. Each Lender shall hold all non-public information
obtained in connection with any Credit Document in accordance with such Lender's
customary procedures for handling confidential information of this nature and in
accordance with prudent lending or investing practices, it being understood and
agreed by Company that in any event a Lender may make disclosures to Affiliates
of such Lender (and to other persons authorized by a Lender or Agent to
organize, present or disseminate such information in connection with disclosures
otherwise made in accordance with this Section 10.18), disclosures reasonably
required by any bona fide or potential assignee, transferee or participant in
connection with the contemplated assignment, transfer or participation by such
Lender of any Loans or any participations therein or by any direct or indirect
contractual counterparties (or the professional advisors thereto) in Hedge
Agreements (provided such Affiliates, counterparties, potential assignees,
transferees or participants and advisors are advised of and agree to be bound by
the provisions of this Section 10.18) or disclosures required or requested by
any governmental agency or representative thereof or by the NAIC or pursuant to
legal process; PROVIDED, unless specifically prohibited by applicable law or
court order, each Lender shall make reasonable efforts to notify Company of any
request by any governmental agency or representative thereof (other than any
such request in connection with any examination of the financial condition or
other routine examination of such Lender by such governmental agency) for
disclosure of any such non-public information prior to disclosure of such
information; and PROVIDED, further that in no event shall any Lender be
obligated or required to return any materials furnished by Holdings or any of
its Subsidiaries.

     10.19. USURY SAVINGS CLAUSE. Notwithstanding any other provision herein,
the aggregate interest rate charged with respect to any of the Obligations,
including all charges or fees in connection therewith deemed in the nature of
interest under applicable law shall not exceed the Highest Lawful Rate. If the
rate of interest (determined without regard to the preceding sentence) under
this Agreement

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A              96

<PAGE>   104

at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans
made hereunder shall bear interest at the Highest Lawful Rate until the total
amount of interest due hereunder equals the amount of interest which would have
been due hereunder if the stated rates of interest set forth in this Agreement
had at all times been in effect. In addition, if when the Loans made hereunder
are repaid in full the total interest due hereunder (taking into account the
increase provided for above) is less than the total amount of interest which
would have been due hereunder if the stated rates of interest set forth in this
Agreement had at all times been in effect, then to the extent permitted by law,
Company shall pay to Administrative Agent an amount equal to the difference
between the amount of interest paid and the amount of interest which would have
been paid if the Highest Lawful Rate had at all times been in effect.
Notwithstanding the foregoing, it is the intention of Lenders and Company to
conform strictly to any applicable usury laws. Accordingly, if any Lender
contracts for, charges, or receives any consideration which constitutes interest
in excess of the Highest Lawful Rate, then any such excess shall be cancelled
automatically and, if previously paid, shall at such Lender's option be applied
to the outstanding amount of the Loans made hereunder or be refunded to Company.

     10.20. COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument.

     This Agreement shall become effective upon the execution of a counterpart
hereof by each of the parties hereto and receipt by Company and Administrative
Agent of written or telephonic notification of such execution and authorization
of delivery thereof.

                  [Remainder of page intentionally left blank]

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A              97

<PAGE>   105

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

                               NETWORK PLUS, INC.

                               By: /s/ James J. Crowley
                                   ---------------------------------
                                   Name:  James J. Crowley
                                   Title: EVP/COO

                               NETWORK PLUS CORP.

                               By: /s/ James J. Crowley
                                   ---------------------------------
                                   Name:  James J. Crowley
                                   Title: EVP/COO

                               GOLDMAN SACHS CREDIT PARTNERS L.P.,
                               as Joint Lead Arranger, Book Runner, Syndication
                               Agent and a Lender

                               By: /s/ Bruce H. Mendelsohn
                                   ---------------------------------
                                   Authorized Signatory

                               FLEET NATIONAL BANK,
                               as Administrative Agent, Collateral Agent
                               and a Lender

                               By: /s/ Kay H. Campbell
                                   ---------------------------------
                                   Name:  Kay H. Campbell
                                   Title: Vice President

                               DLJ BRIDGE FINANCE, INC.,
                               as Documentation Agent

                               By: /s/ Eugene F. Martin
                                   ---------------------------------
                                   Name:  Eugene F. Martin
                                   Title: Senior Vice President

                               NETPLUS FUNDING, INC.
                               as a Lender

                               By: /s/ Eugene F. Martin
                                   ---------------------------------
                                   Name:  Eugene F. Martin
                                   Title: Senior Vice President

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A              98

<PAGE>   106

                                                                      APPENDIX A
                                                TO CREDIT AND GUARANTY AGREEMENT

                                   COMMITMENTS

<TABLE>
<CAPTION>
====================================================================================================
                  LENDER                                COMMITMENT                    PRO RATA SHARE
----------------------------------------------------------------------------------------------------
<S>                                                   <C>                             <C>
Goldman Sachs Credit Partners L.P.                    $75,000,000.00                     33 1/3%
----------------------------------------------------------------------------------------------------
Fleet National Bank                                   $75,000,000.00                     33 1/3%
----------------------------------------------------------------------------------------------------
Netplus Funding, Inc.                                 $75,000,000.00                     33 1/3%
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
                  TOTAL                              $225,000,000.00                      100%
====================================================================================================
</TABLE>

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A          APPENDIX A

<PAGE>   107

                                                                      APPENDIX B
                                                TO CREDIT AND GUARANTY AGREEMENT

                                NOTICE ADDRESSES

NETWORK PLUS CORP.

         41 Pacella Park Drive
         Randolph, Massachusetts 02368
         Attention: Robert Cobuzzi, Chief Financial Officer and
                    James Crowley, Chief Operating Officer
         Telecopier: 781-473-3972

NETWORK PLUS, INC.

         41 Pacella Park Drive
         Randolph, Massachusetts 02368
         Attention: Robert Cobuzzi, Chief Financial Officer and
                    James Crowley, Chief Operating Officer
         Telecopier: 781-473-3972

in each case, with a copy to:
         Hale and Dorr LLP
         60 State Street
         Boston, Massachusetts 02109
         Attention: Mitchel Appelbaum, Esq.
         Telecopier: 617-526-5000

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arranger, Syndication Agent and a Lender

         Goldman Sachs Credit Partners L.P.
         85 Broad Street
         New York, New York 10004
         Attention: Bruce H. Mendelsohn
         Telecopier: (212) 902-3757

with a copy to:

         Goldman Sachs Credit Partners L.P.
         85 Broad Street
         New York, New York 10004
         Attention: John Makrinos
         Telecopier: (212) 357-4597

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A          APPENDIX B

<PAGE>   108

FLEET NATIONAL BANK
as Administrative Agent and a Lender


Administrative Agent's Principal Office:

         Fleet National Bank
         100 Federal Street
         Boston, MA 02110
         Attention: Kay H. Campbell
         Telecopier: 617-434-3401


DLJ BRIDGE FINANCE, INC.
as Documentation Agent and a Lender


         DLJ Bridge Finance, Inc.
         277 Park Avenue
         New York, NY 10172
         Attention: Gene Martin
         Telecopier: 212-892-7542

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A          APPENDIX B

<PAGE>   109

  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

                                 SCHEDULE 6.6(a)

<TABLE>
<CAPTION>
============================================================================
            FISCAL QUARTER                       MINIMUM REVENUES
----------------------------------------------------------------------------
<S>                                              <C>
          September 30, 2000                           $[**]
----------------------------------------------------------------------------
          December 31, 2000                            $[**]
----------------------------------------------------------------------------
            March 31, 2001                             $[**]
----------------------------------------------------------------------------
            June 30, 2001                              $[**]
----------------------------------------------------------------------------
          September 30, 2001                           $[**]
----------------------------------------------------------------------------
          December 31, 2001                            $[**]
----------------------------------------------------------------------------
            March 31, 2002                             $[**]
----------------------------------------------------------------------------
            June 30, 2002                              $[**]
============================================================================
</TABLE>

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A        Schedule 6.6(a)

<PAGE>   110

  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

                                 SCHEDULE 6.6(b)

<TABLE>
<CAPTION>
============================================================================
            FISCAL QUARTER                     MINIMUM ACCESS LINES
----------------------------------------------------------------------------
<S>                                            <C>
          September 30, 2000                           [**]
----------------------------------------------------------------------------
          December 31, 2000                            [**]
----------------------------------------------------------------------------
            March 31, 2001                             [**]
----------------------------------------------------------------------------
            June 30, 2001                              [**]
----------------------------------------------------------------------------
          September 30, 2001                           [**]
----------------------------------------------------------------------------
          December 31, 2001                            [**]
----------------------------------------------------------------------------
            March 31, 2002                             [**]
----------------------------------------------------------------------------
            June 30, 2002                              [**]
============================================================================
</TABLE>

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A        Schedule 6.6(b)

<PAGE>   111

  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

                                 SCHEDULE 6.6(c)

<TABLE>
<CAPTION>
==========================================================================
            FISCAL QUARTER                      CONSOLIDATED EBITDA
--------------------------------------------------------------------------
<S>                                             <C>
          September 30, 2000                          $([**])
--------------------------------------------------------------------------
          December 31, 2000                           $([**])
--------------------------------------------------------------------------
            March 31, 2001                            $([**])
--------------------------------------------------------------------------
            June 30, 2001                             $([**])
--------------------------------------------------------------------------
          September 30, 2001                          $ [**]
--------------------------------------------------------------------------
          December 31, 2001                           $ [**]
--------------------------------------------------------------------------
            March 31, 2002                            $ [**]
--------------------------------------------------------------------------
            June 30, 2002                             $ [**]
==========================================================================
</TABLE>

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A        Schedule 6.6(c)

<PAGE>   112

  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

                                 SCHEDULE 6.6(f)

<TABLE>
<CAPTION>
======================================================================
            FISCAL QUARTER                         MAXIMUM DAYS
                                                 SALES OUTSTANDING
----------------------------------------------------------------------
<S>                                              <C>
          September 30, 2000                           [**]
----------------------------------------------------------------------
          December 31, 2000                            [**]
----------------------------------------------------------------------
            March 31, 2001                             [**]
----------------------------------------------------------------------
            June 30, 2001                              [**]
----------------------------------------------------------------------
          September 30, 2001                           [**]
----------------------------------------------------------------------
          December 31, 2001                            [**]
----------------------------------------------------------------------
            March 31, 2002                             [**]
----------------------------------------------------------------------
            June 30, 2002                              [**]
======================================================================
</TABLE>

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A        Schedule 6.6(f)

<PAGE>   113

  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

                                 SCHEDULE 6.6(g)

<TABLE>
<CAPTION>
===============================================================================
            FISCAL QUARTER                  MAXIMUM CUMULATIVE CONSOLIDATED
                                                   CAPITAL EXPENDITURES
-------------------------------------------------------------------------------
<S>                                         <C>
          September 30, 2000                              $[**]
-------------------------------------------------------------------------------
          December 31, 2000                               $[**]
-------------------------------------------------------------------------------
            March 31, 2001                                $[**]
-------------------------------------------------------------------------------
            June 30, 2001                                 $[**]
-------------------------------------------------------------------------------
          September 30, 2001                              $[**]
-------------------------------------------------------------------------------
          December 31, 2001                               $[**]
-------------------------------------------------------------------------------
            March 31, 2002                                $[**]
-------------------------------------------------------------------------------
            June 30, 2002                                 $[**]
===============================================================================
</TABLE>

CREDIT AND GUARANTY AGREEMENT
419908-New York Server 7A        Schedule 6.6(g)