Exhibit 10.1

                                                            EXECUTION COPY




                                CREDIT AGREEMENT

                           DATED AS OF MARCH 10, 2008

                                      Among

                         CITIZENS COMMUNICATIONS COMPANY

                                as the Borrower,

                                       and

                                  COBANK, ACB,

          as the Administrative Agent, the Lead Arranger and a Lender,

                                       and

                      the other Lenders referred to herein



<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                -----------------


<S>                                                                                                             <C>
SECTION 1 AMOUNTS AND TERMS OF TERM LOAN FACILITY.................................................................1

         1.1      Loan............................................................................................1
         1.2      Interest........................................................................................1
         1.3      Notice of Borrowing, Conversion or Continuation of Loans........................................4
         1.4      Fees and Expenses...............................................................................5
         1.5      Payments........................................................................................6
         1.6      Termination of the Term Loan Commitment and Repayments of Loans.................................6
         1.7      Voluntary Prepayments...........................................................................9
         1.8      Application of Prepayments and Repayments; Payment of Breakage Fees, Etc........................9
         1.9      Loan Accounts...................................................................................9
         1.10     Changes in LIBOR Rate Availability..............................................................9
         1.11     Capital Adequacy and Other Adjustments.........................................................10
         1.12     Optional Prepayment/Replacement of Lender in Respect of Increased Costs........................11
         1.13     Taxes..........................................................................................12
         1.14     Changes in Laws................................................................................14
         1.15     Term of This Agreement.........................................................................14

SECTION 2 AFFIRMATIVE COVENANTS..................................................................................15

         2.1      Existence; Businesses and Properties...........................................................15
         2.2      Maintaining Records............................................................................16
         2.3      Use of Proceeds................................................................................16
         2.4      CoBank Patronage Capital.......................................................................16

SECTION 3 NEGATIVE COVENANTS.....................................................................................17

         3.1      Liens; Restrictions on Sales of Receivables....................................................17
         3.2      Ownership of the Principal Subsidiaries........................................................18
         3.3      Asset Sales....................................................................................18
         3.4      Mergers........................................................................................18
         3.5      Restrictions on Dividends......................................................................18
         3.6      Transactions with Affiliates...................................................................19
         3.7      Guarantees.....................................................................................19

SECTION 4 FINANCIAL COVENANTS AND REPORTING......................................................................19

         4.1      Total Leverage Ratio...........................................................................19
         4.2      Financial Statements and Other Reports.........................................................19
         4.3      Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.............22

SECTION 5 REPRESENTATIONS AND WARRANTIES.........................................................................22

         5.1      Organization, Powers, Governmental Approvals...................................................22
         5.2      Financial Statements...........................................................................23


                                       i
<PAGE>

         5.3      No Material Adverse Effect.....................................................................23
         5.4      Title to Properties; Possession Under Leases...................................................23
         5.5      Ownership of Subsidiaries......................................................................24
         5.6      Litigation; Compliance with Laws...............................................................24
         5.7      Agreements.....................................................................................24
         5.8      Federal Reserve Regulations....................................................................25
         5.9      Investment Company Act; Public Utility Holding Company Act.....................................25
         5.10     Use of Proceeds................................................................................25
         5.11     Tax Returns....................................................................................25
         5.12     No Material Misstatements......................................................................25
         5.13     Employee Benefit Plans.........................................................................25
         5.14     Insurance......................................................................................26

SECTION 6 EVENTS OF DEFAULT AND RIGHTS AND REMEDIES..............................................................26

         6.1      Event of Default...............................................................................26
         6.2      Suspension of the Term Loan Commitment.........................................................28
         6.3      Acceleration...................................................................................28
         6.4      Rights of Collection...........................................................................28
         6.5      Consents.......................................................................................28
         6.6      Set Off and Sharing of Payments................................................................29
         6.7      Application of Payments........................................................................29
         6.8      Adjustments....................................................................................29

SECTION 7 CONDITIONS TO THE TERM LOAN............................................................................30

         7.1      Conditions to the Term Loan....................................................................30
         7.2      Other Conditions to the Term Loan..............................................................31

SECTION 8 ASSIGNMENT AND PARTICIPATION; AGENCY PROVISIONS........................................................32

         8.1      Assignments and Participations in Loans and Notes..............................................32
         8.2      Agents.........................................................................................35
         8.3      Amendments, Consents and Waivers for Certain Actions...........................................39
         8.4      Disbursement of Funds..........................................................................39
         8.5      Disbursements of Advances; Payments............................................................40

SECTION 9 MISCELLANEOUS..........................................................................................41

         9.1      Indemnities....................................................................................41
         9.2      Amendments and Waivers.........................................................................41
         9.3      Notices........................................................................................42
         9.4      Failure or Indulgence Not Waiver; Remedies Cumulative..........................................42
         9.5      Marshaling; Payments Set Aside.................................................................43
         9.6      Severability...................................................................................43
         9.7      The Lenders' Obligations Several; Independent Nature of the Lenders' Rights....................43
         9.8      Headings.......................................................................................43
         9.9      Applicable Law.................................................................................43
         9.10     Successors and Assigns.........................................................................43

                                       ii
<PAGE>

         9.11     No Fiduciary Relationship......................................................................43
         9.12     Construction...................................................................................43
         9.13     Confidentiality................................................................................44
         9.14     Consent to Jurisdiction and Service of Process.................................................44
         9.15     Waiver of Jury Trial...........................................................................45
         9.16     Survival of Warranties and Certain Agreements..................................................45
         9.17     Entire Agreement...............................................................................46
         9.18     Counterparts; Effectiveness....................................................................46
         9.19     Patriot Act....................................................................................46

SECTION 10 DEFINITIONS...........................................................................................46

         10.1     Certain Defined Terms..........................................................................46
         10.2     Other Definitional Provisions..................................................................57
</TABLE>


                                      iii

<PAGE>


                                    SCHEDULES

         Schedule 3.7       Existing Guarantees
         Schedule 10.1(A)   Lender Commitments and Commitment Percentages

                                    EXHIBITS

         Exhibit 1.3        Form of Notice of Borrowing/Conversion/Continuation
         Exhibit 4.2(C)     Form of Compliance Certificate
         Exhibit 10.1(A)    Form of Assignment and Assumption
         Exhibit 10.1(B)    Form of Term Loan Note


                                       iv
<PAGE>


                             INDEX OF DEFINED TERMS


         Defined Term                                    Defined in Section
         ------------                                    ------------------

         Adjustment Date                                        ss.10.1
         Administrative Agent                                   ss.10.1
         Administrative Questionnaire                           ss.10.1
         Affected Lender                                        ss.1.12
         Affiliate                                              ss.10.1
         Agent(s)                                               ss.10.1
         Agreement                                              ss.10.1
         Applicable Law                                         ss.10.1
         Approved Fund                                          ss.10.1
         Asset Exchange                                         ss.10.1
         Assignment and Assumption                              ss.10.1
         Availability Period                                    ss.10.1
         Bankruptcy Code                                        ss.10.1
         Base Rate                                              ss.10.1
         Base Rate Loans                                        ss.10.1
         Benefited Lender                                       ss.6.8
         Board                                                  ss.10.1
         Borrower                                               Preamble
         Borrowing Approvals                                    ss.5.1(B)
         Breakage Fee                                           ss.1.4(C)
         Budget                                                 ss.10.1
         Business Day                                           ss.10.1
         Calculation Period                                     ss.10.1
         Capital Lease Obligations                              ss.10.1
         Certificate of Exemption                               ss.1.13(B)
         Change in Control                                      ss.10.1
         Closing Date                                           ss.10.1
         CoBank                                                 Preamble
         Communications Act                                     ss.10.1
         Communications System                                  ss.10.1
         Compliance Certificate                                 ss.4.2(C)
         Consolidated Net Worth                                 ss.10.1
         Consolidated Tangible Assets                           ss.10.1
         Control                                                ss.10.1
         Default                                                ss.10.1
         EBITDA                                                 ss.10.1
         Eligible Assignee                                      ss.10.1
         Environmental Laws                                     ss.10.1
         ERISA                                                  ss.10.1
         ERISA Affiliate                                        ss.10.1
         ERISA Event                                            ss.10.1
         Event of Default                                       ss.6.1
         FCC                                                    ss.10.1

                                       v
<PAGE>

         Foreign Lender                                         ss.1.13(B)
         Fund                                                   ss.10.1
         Funding Date                                           ss.7.2
         GAAP                                                   ss.10.1
         Governmental Approvals                                 ss.10.1
         Governmental Authority                                 ss.10.1
         Guarantee                                              ss.10.1
         Guaranty Agreement                                     ss.10.1
         Indebtedness                                           ss.10.1
         Indemnitees                                            ss.9.1
         Interest Period                                        ss.1.2(C)
         Investment                                             ss.10.1
         IRC                                                    ss.10.1
         Lead Arranger                                          ss.10.1
         Lenders                                                Preamble
         LIBOR                                                  ss.10.1
         LIBOR Loans                                            ss.10.1
         LIBOR Margin                                           ss.10.1
         Licenses                                               ss.10.1
         Lien                                                   ss.10.1
         Loan(s)                                                ss.10.1
         Loan Documents                                         ss.10.1
         Margin Regulations                                     ss.10.1
         Material Adverse Effect                                ss.10.1
         Material Transaction                                   ss.10.1
         Multi-employer Plan                                    ss.10.1
         Note(s)                                                ss.10.1
         Notice of Borrowing/Conversion/Continuation            ss.1.3
         Obligations                                            ss.10.1
         Participant                                            ss.8.1(D)
         Patriot Act                                            ss.9.19
         PBGC                                                   ss.10.1
         PCS System                                             ss.10.1
         PCS                                                    ss.10.1
         Pension Plan                                           ss.10.1
         Person                                                 ss.10.1
         Plan                                                   ss.10.1
         Principal Subsidiary                                   ss.10.1
         Pro Rata Share                                         ss.10.1
         PUC                                                    ss.10.1
         Register                                               ss.8.1(C)
         Regulation D                                           ss.10.1
         Regulation T                                           ss.10.1
         Regulation U                                           ss.10.1
         Regulation X                                           ss.10.1
         Related Parties                                        ss.10.1
         Release                                                ss.10.1
         Replacement Lender                                     ss.1.12(1)

                                       vi
<PAGE>

         Reportable Event                                       ss.10.1
         Representatives                                        ss.8.2(E)
         Requisite Lenders                                      ss.10.1
         Restricted Payment                                     ss.10.1
         SEC                                                    ss.4.2(E)
         Securitization Transaction                             ss.10.1
         Security Documents                                     ss.10.1
         Specified Substance                                    ss.10.1
         Subsidiary                                             ss.10.1
         Swap Contract                                          ss.10.1
         Swap Termination Value                                 ss.10.1
         Tax Liabilities                                        ss.1.13(A)
         Term Loan                                              ss.10.1
         Term Loan Commitment                                   ss.10.1
         Term Loan Commitment Fee                               ss.1.4(A)
         Term Loan Facility                                     ss.10.1
         Term Loan Maturity Date                                ss.10.1
         Term Loan Note(s)                                      ss.10.1
         Total Indebtedness                                     ss.10.1
         Total Leverage Ratio                                   ss.10.1

                                      vii
<PAGE>

                                CREDIT AGREEMENT
                                ----------------

     This CREDIT  AGREEMENT is entered into as of March 10, 2008, among CITIZENS
COMMUNICATIONS  COMPANY,  a Delaware  corporation (the "Borrower"),  COBANK, ACB
(individually,  "CoBank"),  as the Administrative Agent, the Lead Arranger and a
Lender,  and such other  Lenders as may from time to time become a party to this
Agreement (together with their respective successors and assigns,  including any
Eligible Assignee (as defined herein), collectively, the "Lenders"). Capitalized
terms used and not  otherwise  defined  herein shall have the meanings  given to
them in Subsection 10.1.

                                R E C I T A L S:

     WHEREAS,  the Borrower  desires  that the Lenders  extend to the Borrower a
term loan  facility,  the  proceeds of which are to be  available to refinance a
portion of the Borrower's existing outstanding Indebtedness; and

     NOW,  THEREFORE,  in  consideration  of the  premises  and the  agreements,
provisions  and  covenants  herein  contained,  and for other good and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto agree as follows:

                                   SECTION 1

                     AMOUNTS AND TERMS OF TERM LOAN FACILITY

     1.1 Loan.  Subject to the terms and  conditions  of this  Agreement  and in
reliance  upon the  representations,  warranties  and  covenants of the Borrower
contained herein and in the other Loan Documents:

          (A) Term Loan Facility. Each Lender, severally and not jointly, agrees
     to lend to the  Borrower,  in one or more  advances  to be made  during the
     Availability  Period,  its Pro  Rata  Share of the  Term  Loan  Commitment;
     provided all conditions  precedent set forth in Subsections 7.1 and 7.2 are
     satisfied or waived by the Administrative Agent as provided herein. Amounts
     borrowed under this Subsection 1.1(A) that are repaid or prepaid may not be
     reborrowed.

          (B) Notes.  To the extent  requested by a Lender,  the Borrower  shall
     execute and deliver to such Lender a Term Loan Note in the principal amount
     of such Lender's Pro Rata Share of the Term Loan Commitment.

          (C) Advances.  The advance under the Term Loan will be made  available
     by wire transfer of immediately  available funds. The wire transfer will be
     made to such account or accounts as may be authorized by the Borrower.

     1.2 Interest.

          (A) Interest Options.

               (i) From the date the Term Loan is made,  based upon the election
          of the  Borrower,  at such time and from time to time  thereafter  (as
          provided in Subsection  1.3 and subject to the conditions set forth in
          such  Subsection  and Subsection  1.2(G)),  the Term Loan shall accrue
          interest as follows:

<PAGE>

                    (1) as a Base  Rate  Loan,  at the sum of the Base Rate plus
               1.00%; or

                    (2) as a LIBOR Loan, for the applicable  Interest Period, at
               the sum of LIBOR plus the LIBOR  Margin  applicable  to such Loan
               from time to time as provided in Subsection 1.2(B).

               (ii) Except as otherwise provided in Subsection 1.2(E),  interest
          on all Obligations  other than interest  payments required pursuant to
          Subsection  1.2(A)(i)  above not paid when due will accrue at the Base
          Rate plus 1.00% per annum.

          (B) Applicable  Margins.  Initially,  and  continuing  through the day
     immediately  preceding the first  Adjustment  Date,  the  applicable  LIBOR
     Margin shall be 1.75% per annum.  Commencing on such  Adjustment  Date, the
     applicable LIBOR Margin shall be for each Calculation Period the applicable
     per annum  percentage  set forth in the pricing  table below  opposite  the
     applicable   Total  Leverage  Ratio  of  the  Borrower,   determined  on  a
     consolidated  basis for the Borrower and its Subsidiaries;  provided,  that
     effective  (i) upon the  occurrence  of an Event of Default and notice from
     the  Administrative  Agent or  Requisite  Lenders  and until  such Event of
     Default  is cured or waived or (ii) in the  event  that the  Administrative
     Agent shall not receive the financial statements and Compliance Certificate
     required pursuant to Subsections  4.2(A),  4.2(B) and 4.2(C) when due, from
     such due date and until  the  Business  Day  following  the  Administrative
     Agent's  receipt  of  such  overdue  financial  statements  and  Compliance
     Certificate, the applicable LIBOR Rate Margin shall be 2.00% per annum.


                                      PRICING TABLE
                                      -------------

                     Total Leverage Ratio            LIBOR Margin
                ------------------------------- ------------------------
                         > 4.00:1.0                     2.00%
                ------------------------------- ------------------------
                         < 4.00:1.0                     1.75%


          (C) Interest Periods.  Each LIBOR Loan may be obtained for a one, two,
     three or six month period, or such longer period as may be agreed by all of
     the Lenders (each such period being an "Interest Period").  With respect to
     all LIBOR Loans:

     (i) the  Interest  Period will  commence on the date that the LIBOR Loan is
made or the date on which any portion of any Base Rate Loan is converted  into a
LIBOR Loan, or, in the case of immediately  successive  Interest  Periods,  each
successive  Interest  Period shall commence on the day on which the  immediately
preceding Interest Period expires;

     (ii) if the Interest Period would  otherwise  expire on a day that is not a
Business Day, then it will expire on the next  Business Day;  provided,  that if
any Interest Period would  otherwise  expire on a day that is not a Business Day
and such day is a day of a calendar  month after which no further  Business  Day
occurs in such month, such Interest Period shall expire on the Business Day next
preceding such day;

                                       2
<PAGE>

     (iii)  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  last  calendar  month  in such  Interest  Period  shall  end on the last
Business Day of the last calendar month in such Interest Period; and

     (iv) no Interest  Period shall be selected under the Term Loan Facility if,
in order to make  scheduled  repayments of such Term Loan  required  pursuant to
Subsection  1.6(B),  repayment  of all or any portion of the LIBOR Loan prior to
the expiration of such Interest Period would be necessary.

     (D)  Calculation  and  Payment.  Interest  on  Base  Rate  Loans  shall  be
calculated  on the  basis of a  365-6-day  year for the  actual  number  of days
elapsed.  Interest on LIBOR Loans and all other  Obligations,  including amounts
due under Subsection 1.4, shall be calculated on the basis of a 360-day year for
the actual number of days  elapsed.  The date of funding or conversion to a Base
Rate Loan and the first day of an Interest  Period with  respect to a LIBOR Loan
shall be included in the  calculation  of  interest.  The date of payment of any
Loan and the last day of an Interest  Period with  respect to a LIBOR Loan shall
be excluded from the calculation of interest;  provided,  if a Loan is repaid on
the same day that it is made, one day's interest shall be charged.

     Interest  accruing  on Base Rate Loans is payable in arrears on each of the
following dates or events:  (i) the last day of each calendar quarter;  (ii) the
prepayment  of such Loan (or  portion  thereof),  to the  extent  accrued on the
principal   prepaid;   and  (iii)  the  Term  Loan  Maturity  Date,  whether  by
acceleration or otherwise,  with respect to the principal to be repaid. Interest
accruing on each LIBOR Loan is payable in arrears on each of the following dates
or events:  (i) the last day of each  applicable  Interest  Period;  (ii) if the
Interest Period is longer than three months, on each three-month  anniversary of
the commencement date of such Interest Period; (iii) the prepayment of such Loan
(or portion thereof),  to the extent accrued on the principal prepaid;  and (iv)
the Term Loan Maturity Date, whether by acceleration or otherwise,  with respect
to the principal to be repaid.

     (E) Default Rate of Interest.  At the election of the Administrative  Agent
or the Requisite  Lenders,  after the occurrence of an Event of Default pursuant
to either Subsection 6.1(A) or 6.1(C) and for so long as it continues, all Loans
and other  Obligations  shall bear interest at rates that are 2.00% in excess of
the rates  otherwise in effect (after giving effect to the proviso in the second
sentence of Subsection 1.2(B)) with respect to such Loans and other Obligations.

     (F) Excess  Interest.  Notwithstanding  anything to the  contrary set forth
herein,  the aggregate  interest,  fees and other amounts required to be paid by
the Borrower to the Lenders or any Lender hereunder are hereby expressly limited
so that in no contingency or event whatsoever, whether by reason of acceleration
or maturity of the Indebtedness evidenced hereby or otherwise,  shall the amount
paid or  agreed  to be  paid to the  Lenders  or any  Lender  for the use or the
forbearance  of the  Indebtedness  or  Obligations  evidenced  hereby exceed the
maximum  permissible  under  Applicable Law. If under or from any  circumstances
whatsoever,  fulfillment  of any  provision  hereof or of any of the other  Loan
Documents  at the time of  performance  of such  provision  shall be due,  shall
involve  exceeding the limit of such validity  prescribed by Applicable Law then
the obligation to be fulfilled  shall  automatically  be reduced to the limit of
such validity and if under or from  circumstances  whatsoever the Lenders or any
Lender should ever receive as interest any amount which would exceed the highest
lawful rate,  the amount of such interest that is excessive  shall be applied to
the reduction of the principal  balance of the Obligations  evidenced hereby and
not to the  payment  of  interest.  Additionally,  should  the  method  used for
calculating interest (i.e., using a 360-day year) be unlawful,  such calculation
method shall be  automatically  changed to a 365/6-day year or such other lawful
calculation method as is reasonably acceptable to the Administrative Agent. This
provision  shall  control  every  other  provision  of  this  Agreement  and all
provisions of every other Loan Document.

                                       3
<PAGE>

     (G) Selection, Conversion or Continuation of Loans; LIBOR Availability. The
Borrower  shall have the option to (i) select all or any part of a new borrowing
under the Term Loan  Facility  to be a Base  Rate  Loan or a LIBOR  Loan,  in an
aggregate  principal amount equal to at least $25,000,000 and any whole multiple
of $250,000 in excess thereof,  and in the case any portion of such borrowing is
a LIBOR Loan, such LIBOR Loan shall be in a principal amount equal to $1,000,000
or in any whole multiple of $500,000 in excess thereof, (ii) convert at any time
all or any  portion of any Base Rate  Loan(s)  in a  principal  amount  equal to
$1,000,000  or any whole  multiple of $500,000  in excess  thereof  into a LIBOR
Loan, (iii) upon the expiration of its Interest Period,  convert all or any part
of any LIBOR Loan into a Base Rate  Loan,  and (iv) upon the  expiration  of its
Interest Period,  continue any LIBOR Loan in a principal amount of $1,000,000 or
any whole  multiple of $500,000 in excess  thereof into one or more LIBOR Loans,
for such new Interest  Period(s) as selected by the Borrower.  During any period
in which any Event of Default is continuing,  as the Interest  Periods for LIBOR
Loans then in effect expire, such Loans shall be converted into a Base Rate Loan
and the LIBOR option will not be  available to the Borrower  until all Events of
Default are cured or waived.  In the event the  Borrower  fails to elect a LIBOR
Loan upon any advance  hereunder or upon the termination of any Interest Period,
the Borrower  shall be deemed to have  elected to have such amount  constitute a
Base Rate  Loan.  Notwithstanding  the  foregoing,  there may be no more than an
aggregate  of five  LIBOR or Base  Rate  Loans  outstanding  under the Term Loan
Facility at any one time.

     1.3 Notice of Borrowing,  Conversion or Continuation of Loans. Whenever the
Borrower  desires to request  the Term Loan  pursuant  to  Subsection  1.1 or to
convert or continue Loans pursuant to Subsection 1.2(G), the Borrower shall give
the  Administrative  Agent irrevocable prior written notice in the form attached
hereto as Exhibit 1.3 (a "Notice of Borrowing/Conversion/Continuation"),  (i) if
requesting a borrowing of, conversion to or continuation of a Base Rate Loan (or
any portion  thereof),  not later than 11:00 a.m.  (Denver,  Colorado time), one
Business Day before the proposed borrowing,  conversion or continuation is to be
effective  or  (ii),  if  requesting  a  borrowing  of,  a  conversion  to  or a
continuation of a LIBOR Loan, not later than 11:00 a.m. (Denver, Colorado time),
three Business Days before the proposed borrowing, conversion or continuation is
to be effective. Each Notice of Borrowing/Conversion/Continuation  shall specify
(a) the Loan (or portion  thereof) to be advanced,  converted or continued  and,
with respect to any LIBOR Loan to be converted or continued, the last day of the
current  Interest  Period  therefor,  (b) the effective date of such  borrowing,
conversion or  continuation  (which shall be a Business  Day), (c) the principal
amount of such Loan to be borrowed,  converted or continued and (d) the Interest
Period to be applicable  to any new LIBOR Loan. In the event the Borrower  fails
to elect a LIBOR Loan upon any advance  hereunder or upon the termination of any
Interest  Period,  the  Borrower  shall be deemed to have  elected  to have such
amount constitute a portion of the Base Rate Loan under the Term Loan Facility.

                                       4
<PAGE>

     1.4 Fees and Expenses.

     (A) Loan  Commitment  Fees. From and including the Closing Date through and
excluding the last day of the Availability Period, the Borrower shall pay to the
Administrative  Agent,  for the  benefit of all the  Lenders  (based  upon their
respective Pro Rata Shares of the Term Loan  Commitment),  a fee (the "Term Loan
Commitment  Fee") in an amount equal to the average daily unused  portion of the
Term Loan Commitment multiplied by 0.25% per annum, calculated on the basis of a
360-day year for the actual number of days elapsed.  Such fees are to be paid in
arrears on the last day of the of the Availability Period.

     (B) Certain Other Fees.  The Borrower  shall pay the fees specified in that
certain letter agreement,  dated February 8, 2008,  between the Borrower and the
Lead  Arranger,  at such times and to such  entities as specified in such letter
agreement.

     (C) Breakage Fees. Upon any repayment or payment of a LIBOR Loan on any day
that is not the last day of the Interest Period applicable  thereto  (regardless
of the source of such repayment or prepayment and whether voluntary,  mandatory,
by acceleration or otherwise),  the Borrower shall pay the Administrative Agent,
for the benefit of all affected Lenders, an amount (the "Breakage Fee") equal to
the amount of any losses,  reasonable  expenses and  liabilities  (including any
loss  (including  interest  paid)  sustained  by each  such  affected  Lender in
connection with the  re-employment of such funds) that each such affected Lender
may  sustain as a result of the  payment  of such  LIBOR  Loan on such day.  For
purposes of  calculating  amounts  payable by the Borrower to the Lenders  under
this  Subsection  1.4(C),  each  LIBOR Loan made by a Lender  (and each  related
reserve, special deposit or similar requirement) shall be conclusively deemed to
have been funded at the LIBOR rate for such LIBOR Loan by a matching  deposit or
other borrowing in the interbank eurocurrency market for a comparable amount and
for a comparable period, whether or not such LIBOR Loan is in fact so funded. In
addition,  upon any  repayment or  prepayment of a LIBOR Loan on any day that is
not the last day of the Interest Period  applicable  thereto  (regardless of the
source of such  repayment or prepayment  and whether  voluntary,  mandatory,  by
acceleration  or otherwise),  the Borrower shall pay the  Administrative  Agent,
individually and not for the benefit of the Lenders,  an  administrative  fee of
$300.

     (D) Expenses and Attorneys Fees. In addition to fees due under  Subsections
1.4 (A) and 1.4(B),  the Borrower  agrees to pay promptly all  reasonable  fees,
costs and expenses (including those of attorneys) incurred by the Administrative
Agent or the Lead Arranger in connection  with (i) the syndication of the credit
facility  contained herein and the preparation and negotiation of this Agreement
and the other Loan  Documents and (ii) in the case of the  Administrative  Agent
only, the continued  administration  of the Loan  Documents,  including any such
reasonable fees, costs and expenses  incurred in connection with any amendments,
supplements, modifications and waivers of any Loan Document. In addition to fees
due under Subsections 1.4(A) and 1.4(B), the Borrower agrees to pay promptly all
reasonable out-of-pocket fees, costs and expenses (including those of attorneys,
provided  that the Borrower  shall only be obligated to reimburse for one set of
attorneys for the Administrative Agent and the Lenders unless the Administrative
Agent or any Lender  reasonably  determines  that due to a conflict or otherwise
its interests are better  represented by separate  counsel)  incurred by each of
the Administrative Agent and the Lenders in connection with any Default or Event
of Default and any enforcement of collection  proceeding  resulting therefrom or
any  workout  or  restructuring   of  any  of  the  transactions   hereunder  or
contemplated  thereby or any action to enforce  any Loan  Document or to collect
any payments due from the Borrower.  All fees,  costs and expenses for which the
Borrower is responsible under this Subsection 1.4(D) shall be deemed part of the
Obligations when incurred.

                                       5
<PAGE>

     1.5 Payments. All payments by the Borrower of the Obligations shall be made
in same day funds and delivered to the Administrative  Agent, for the benefit of
itself and the Lenders, as applicable, by wire transfer to the following account
or such other place as the Administrative  Agent may from time to time designate
in accordance with Subsection 9.3:

          CoBank, ACB
          Greenwood Village, Colorado
          ABA Number 3070-8875-4
          Reference:  CoBank for the benefit of Citizens Communications Company

     The Borrower  shall receive credit on the day of receipt for funds received
by the  Administrative  Agent  by  11:00  a.m.  (Denver,  Colorado  time) on any
Business Day. Funds received on any Business Day after such time shall be deemed
to have been paid on the next  Business  Day.  Whenever  any  payment to be made
hereunder  shall be stated to be due on a day that is not a  Business  Day,  the
payment shall be due on the next  succeeding  Business Day and such extension of
time shall be included in the computation of the amount of interest and fees due
hereunder.

     To the extent the  Borrower or any other party or Person makes a payment or
payments to the  Administrative  Agent for the ratable benefit of the Lenders or
for the benefit of the Administrative  Agent in its individual  capacity,  which
payments  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,  state or federal  law,
common law or equitable  cause, or any combination of the foregoing  (whether by
demand,  litigation,  settlement  or  otherwise),  then,  to the  extent of such
payment or proceeds  repaid,  the  Obligations  or part  thereof  intended to be
satisfied  shall be revived  and  continued  in full force and effect as if such
payment or proceeds had not been received by the Administrative Agent.

     Each payment received by the  Administrative  Agent under this Agreement or
any Note for account of any Lender shall be remitted by the Administrative Agent
to such Lender promptly after the  Administrative  Agent's receipt thereof,  and
such remittance shall be made in immediately  available funds for the account of
such Lender for the Loans or other  obligation  in respect of which such payment
is made.

     1.6 Termination of the Term Loan Commitment and Repayments of Loans.

     (A) Termination of the Term Loan Commitment. The Term Loan Commitment shall
be  permanently  reduced  and  terminated  in  full  on  the  last  day  of  the
Availability Period.

                                       6
<PAGE>

     (B)  Repayments of the Term Loan  Facility.  In addition to any  prepayment
made pursuant to Subsection 1.7 and subject to adjustment pursuant to Subsection
1.12, the Borrower shall repay the aggregate  outstanding  principal  balance of
the Term Loan in quarterly  payments in the following amounts and on each of the
following repayment dates as set forth below:

                           TERM LOAN - REPAYMENT TABLE
                           ---------------------------

======================================= ============================
         Quarterly Repayment            Quarterly Repayment Amount
                 Date
--------------------------------------- ----------------------------
June 30, 2008                                    $337,500
--------------------------------------- ----------------------------
September 30, 2008                               $337,500
--------------------------------------- ----------------------------
December 31, 2008                                $337,500
--------------------------------------- ----------------------------
March 31, 2009                                   $337,500
--------------------------------------- ----------------------------
June 30, 2009                                    $337,500
--------------------------------------- ----------------------------
September 30, 2009                               $337,500
--------------------------------------- ----------------------------
December 31, 2009                                $337,500
--------------------------------------- ----------------------------
March 31, 2010                                   $337,500
--------------------------------------- ----------------------------
June 30, 2010                                    $337,500
--------------------------------------- ----------------------------

                                       7
<PAGE>

======================================= ============================
         Quarterly Repayment            Quarterly Repayment Amount
                 Date
--------------------------------------- ----------------------------
September 30, 2010                               $337,500
--------------------------------------- ----------------------------
December 31, 2010                                $337,500
--------------------------------------- ----------------------------
March 31, 2011                                   $337,500
--------------------------------------- ----------------------------
June 30, 2011                                    $337,500
--------------------------------------- ----------------------------
September 30, 2011                               $337,500
--------------------------------------- ----------------------------
December 31, 2011                                $337,500
--------------------------------------- ----------------------------
March 31, 2012                                   $337,500
--------------------------------------- ----------------------------
June 30, 2012                                    $337,500
--------------------------------------- ----------------------------
September 30, 2012                               $337,500
--------------------------------------- ----------------------------
December 31, 2012                                $337,500
--------------------------------------- ----------------------------
March 31, 2013                                   $337,500
--------------------------------------- ----------------------------
June 30, 2013                                    $337,500
--------------------------------------- ----------------------------
September 30, 2013                              $63,956,250
--------------------------------------- ----------------------------
December 31, 2013                               $63,956,250
--------------------------------------- ----------------------------

; provided, however, that any outstanding principal balance of the Term Loan not
sooner due and payable  shall  become due and payable on the Term Loan  Maturity
Date.

     All repayments of the Term Loan pursuant to this Subsection 1.6(B) shall be
applied in accordance  with  Subsection 1.8, and shall be accompanied by accrued
interest on the amount  repaid and any  applicable  Breakage  Fees and any other
fees required pursuant to Subsection 1.4(C).

                                       8
<PAGE>


     1.7 Voluntary Prepayments.  Subject to the provisions of Subsection 1.8, at
any time, with one day's notice, the Borrower may prepay the Base Rate Loans, in
whole or in part, without penalty.  Subject to the provisions of Subsection 1.8,
payment of the Breakage Fees and any other fees required  pursuant to Subsection
1.4(C) and the notice  requirement  in the following  sentence,  at any time the
Borrower  may  prepay  any  LIBOR  Loan,  in  whole or in  part.  Notice  of any
prepayment  of a LIBOR Loan  shall be given not later  than 11:00 a.m.  (Denver,
Colorado time) on the third  Business Day preceding the date of prepayment.  All
prepayments  shall be in a minimum amount of at least  $1,000,000,  or any whole
multiple of $500,000 in excess thereof, shall be applied as to each Lender based
upon its Pro Rata  Share,  and  shall be paid and  applied  in  accordance  with
Subsection  1.8. All prepayment  notices shall be  irrevocable.  All prepayments
shall be accompanied by accrued  interest on the amount prepaid and the Breakage
Fees and any other fees required pursuant to Subsection 1.4(C).

     1.8 Application of Prepayments  and  Repayments;  Payment of Breakage Fees,
Etc. All  prepayments  and repayments  made pursuant to Subsections  1.6 and 1.7
shall  first be  applied  to such Base Rate  Loans and such  LIBOR  Loans as the
Borrower  shall direct in writing and, in the absence of such  direction,  shall
first be applied to such Base Rate Loans,  and then after payment in full of all
Base Rate Loans to such LIBOR Loans,  as in each case the  Administrative  Agent
shall select.  All  prepayments and repayments  required or permitted  hereunder
shall be accompanied  by payment of all applicable  Breakage Fees and other fees
required  pursuant to Subsection  1.4(C) and all accrued  interest on the amount
prepaid or repaid. All prepayments  applied to the Term Loan shall be applied to
principal installments in the inverse order of maturity.

     1.9 Loan  Accounts.  The  Administrative  Agent will  maintain loan account
records for (i) all Loans,  interest  charges  and  payments  thereof,  (ii) the
charging and payment of all fees,  costs and expenses and (iii) all other debits
and credits  pursuant to this Agreement.  The balance in the loan accounts shall
be  presumptive  evidence of the amounts  due and owing to the  Lenders,  absent
manifest  error,  provided  that  any  failure  by the  Administrative  Agent to
maintain  such records  shall not limit or affect the  Borrower's  obligation to
pay.

     1.10 Changes in LIBOR Rate Availability.

     (A) In the event that,  prior to the first day of any  Interest  Period (a)
the Administrative  Agent shall have determined that, by reason of circumstances
generally  affecting the relevant  market,  adequate and reasonable means do not
exist for  ascertaining  LIBOR for such  Interest  Period,  or (b) the Requisite
Lenders  determine (and notify the  Administrative  Agent) that LIBOR applicable
pursuant to Subsection  1.2(A)(i) for any requested Interest Period with respect
to a proposed  LIBOR Loan under the Term Loan Facility does not  adequately  and
fairly reflect the cost to such Lenders of funding such Loan, the Administrative
Agent shall  promptly  give notice  thereof to the Borrower and the Lenders.  If
such notice is given,  (i) any LIBOR Loans requested to be made on the first day
of such Interest  Period shall accrue interest at the Base Rate, (ii) Loans that
were to have been  converted on the first day of such  Interest  Period to LIBOR
Loans shall be continued  as Base Rate Loans,  and (iii) any  outstanding  LIBOR
Loans shall be  converted,  on the last day of the  Interest  Period  applicable
thereto,  to Base Rate  Loans.  Until  such  notice  has been  withdrawn  by the
Administrative Agent, no further LIBOR Loans shall be made or construed as such,
nor shall the Borrower have the right to convert Base Rate Loans to LIBOR Loans.


                                       9
<PAGE>

     (B) If the  introduction  of, or any change in, any  Applicable  Law or any
change 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  with  any  request  or
directive  (whether  or not  having  the force of law) of any such  Governmental
Authority,  central  bank  or  comparable  agency,  shall  make it  unlawful  or
impossible for one or more of the Lenders to honor its obligations  hereunder to
make or maintain any LIBOR Loan,  such Lender shall promptly give notice thereof
to the Administrative  Agent, and the  Administrative  Agent shall promptly give
notice  thereof to the Borrower  and all other  Lenders.  Thereafter,  until the
Administrative  Agent  notifies the Borrower that such  circumstances  no longer
exist, (i) the obligations of such Lender or Lenders to make LIBOR Loans and the
right of the  Borrower to convert any Loan or continue  any Loan as a LIBOR Loan
shall be suspended  with respect to the affected  Lenders and (ii) if any Lender
may not  lawfully  continue  to  maintain  a LIBOR  Loan to the end of the  then
current Interest Period applicable thereto,  the portion of the Loan held by the
affected Lenders shall immediately be converted to a Base Rate Loan.

     1.11 Capital Adequacy and Other Adjustments.

     (A) If the  introduction  of or the  interpretation  of any law,  rule,  or
regulation would increase the reserve requirement or otherwise increase the cost
to any Lender of making or  maintaining a LIBOR Loan in an amount deemed by such
Lender to be  material,  then such  Lender  shall  submit a  certificate  to the
Borrower  setting forth the amount and  demonstrating  the  calculation  of such
increased cost to such Lender. The Borrower shall be obligated to pay the amount
of such  increased  cost to the  Administrative  Agent  for the  benefit  of the
affected  Lender  within  15  days  after  receipt  of  such  certificate.  Such
certificate shall,  absent manifest error, be final,  conclusive and binding for
all  purposes.  There is no limitation on the number of times such a certificate
may be submitted.

     (B) In the event that any Lender  shall have  determined  that the adoption
after the date hereof of any law, treaty,  governmental (or  quasi-governmental)
rule,  regulation,  guideline  or  order  regarding  capital  adequacy,  reserve
requirements  or  similar  requirements  or  compliance  by  any  Lender  or any
corporation  controlling  such Lender with any  request or  directive  regarding
capital adequacy,  reserve requirements or similar requirements  (whether or not
having the force of law and whether or not failure to comply  therewith would be
unlawful)  from  any  central  bank  or  governmental   agency  or  body  having
jurisdiction  does or shall have the effect of increasing the amount of capital,
reserves  or  other  funds  required  to be  maintained  by such  Lender  or any
corporation  controlling  such Lender and thereby reducing the rate of return on
such Lender's or such corporation's  capital as a consequence of its obligations
hereunder in an amount  deemed by such Lender to be material,  then the Borrower
shall be obligated  to, from time to time within 15 days after notice and demand
from such Lender (together with the certificate referred to in the next sentence
and with a copy to the Administrative  Agent), pay to the Administrative  Agent,
for the account of such Lender, additional amounts sufficient to compensate such
Lender  for such  reduction.  A  certificate  as to the  amount of such cost and
showing the basis of the  computation  of such cost  submitted by such Lender to
the Borrower and the  Administrative  Agent shall,  absent  manifest  error,  be
final,  conclusive  and binding for all purposes.  There is no limitation on the
number of times such a certificate may be submitted.


                                       10
<PAGE>

     (C) Failure or delay on the part of any Lender to demand  compensation  for
any increased costs or reduction in amounts  received or receivable or reduction
in return on capital  shall not  constitute a waiver of such  Lender's  right to
demand such  compensation;  provided  that the  Borrower  shall not be under any
obligation to compensate  any Lender under  Subsections  1.11(A) or 1.11(B) with
respect to increased costs or reductions with respect to any period prior to the
date  that is 120  days  prior  to such  request  if such  Lender  knew or could
reasonably have been expected to know of the  circumstances  giving rise to such
increased  costs or  reductions  and of the fact that such  circumstances  would
result in a claim for increased  compensation  by reason of such increased costs
or reductions; provided further that the foregoing limitation shall not apply to
any increased costs or reductions arising out of the retroactive  application of
any  change  in  any  law,  rule,  regulation,  treaty  or  directive  or in the
interpretation   thereof  within  such  120-day  period.  A  Lender  shall  seek
compensation for any increased costs or reduction under  Subsections  1.11(A) or
1.11(B) only if such Lender is also seeking such  increased  costs or reductions
from similarly situated borrowers of such Lender.

     (D) If (i) any Lender  shall  request  compensation  under this  Subsection
1.11,  (ii) any Lender  delivers a notice  described in Subsection 1.14 or (iii)
the  Borrower  is  required  to pay any  additional  amount to any Lender or any
Governmental  Authority on account of any Lender,  pursuant to Subsection  1.13,
then such Lender  shall use  reasonable  efforts  (which  shall not require such
Lender  to  incur  an  unreimbursed  loss or  unreimbursed  cost or  expense  or
otherwise take any action  inconsistent  with its internal  policies or legal or
regulatory  restrictions or suffer any disadvantage or burden deemed by it to be
significant)  (x) to file any  certificate or document  reasonably  requested in
writing by the  Borrower or (y) to assign its rights and  delegate  and transfer
its obligations hereunder to another of its offices,  branches or affiliates, if
such  filing or  assignment  would  reduce  its claims  for  compensation  under
Subsection  1.11 or enable it to withdraw its notice pursuant to Subsection 1.14
or would reduce amounts payable pursuant to Subsection 1.13, as the case may be,
in the  future.  The  Borrower  hereby  agrees to pay all  reasonable  costs and
expenses  incurred  by  any  Lender  in  connection  with  any  such  filing  or
assignment, delegation and transfer.

     1.12  Optional  Prepayment/Replacement  of Lender in Respect  of  Increased
Costs. Within 15 days after receipt by the Borrower of written notice and demand
from any Lender (an  "Affected  Lender")  for  payment  of  additional  costs as
provided in Subsections  1.11 or 1.14 or if it becomes illegal or impossible for
any Lender to  continue to fund or to make LIBOR  Loans  pursuant to  Subsection
1.10(B),  as a result of any condition  described in either of such Subsections,
then,  unless  such  Lender  has  theretofore  removed  or cured the  conditions
creating the cause for such  obligation  to pay such  additional  amounts or for
such illegality or  impossibility,  the Borrower may, at its option,  notify the
Administrative  Agent and such Affected Lender of its intention to do one of the
following:

     (1) The Borrower  may obtain,  at the  Borrower's  expense,  a  replacement
Lender ("Replacement Lender") for such Affected Lender, which Replacement Lender
shall be reasonably  satisfactory to the Administrative  Agent. In the event the
Borrower  obtains a Replacement  Lender within 120 days following  notice of its
intention to do so, the Affected  Lender shall sell and assign its Loans and its
obligations  under the Term Loan  Commitment  to such  Replacement  Lender in an
amount equal to the sum of the principal of and interest  accrued to the date of
such sale and  assignment  on the  outstanding  Loans of such  Affected  Lender,
provided that the Borrower has reimbursed such Affected Lender for its increased
costs for which it is entitled to reimbursement under this Agreement through the
date of such sale and assignment; or


                                       11
<PAGE>

     (2) The Borrower  may prepay in full all  outstanding  Obligations  owed to
such Affected Lender and terminate such Affected  Lender's Pro Rata Share of the
Term Loan Commitment, in which case the Term Loan Commitment will be permanently
reduced by the amount of such Pro Rata Share.  The  Borrower  shall,  within 120
days following  notice of its intention to do so, prepay in full all outstanding
Obligations owed to such Affected Lender (including all applicable Breakage Fees
and  such  Affected  Lender's  increased  costs  for  which  it is  entitled  to
reimbursement  under this Agreement  through the date of such  prepayment),  and
terminate such Affected Lender's obligations under the Term Loan Commitment, and
upon such  prepayment  each  scheduled  repayment  of the Term Loan  pursuant to
Subsection 1.6(B) shall be reduced on a proportional basis.

     1.13 Taxes.

     (A) No Deductions. Any and all payments or reimbursements made hereunder or
under the Notes  shall be made free and clear of and without  deduction  for any
and all taxes, levies,  imposts,  deductions,  charges or withholdings,  and all
liabilities with respect thereto,  excluding,  however,  any tax, levy,  impost,
deduction, charge or withholding, and all liabilities with respect thereto, with
respect to any  Foreign  Lender as  defined  below,  and any tax  imposed on the
revenues,  income or net income of a Lender or the  Administrative  Agent by its
jurisdiction of incorporation or by the federal,  state, local or foreign taxing
authorities in the jurisdiction in which the principal place of business of such
Lender or the  Administrative  Agent is located or by any jurisdiction or taxing
authority thereof or therein, with which such Lender or the Administrative Agent
has or had a connection  (other than a connection  arising solely as a result of
such Lender or the Administrative Agent having executed,  delivered or performed
its obligations or received a payment under, or enforced,  this Agreement or any
other Loan Document) (all such non-excluded taxes, levies,  imposts,  deductions
or withholdings,  and all liabilities with respect thereto,  collectively,  "Tax
Liabilities").  If the  Borrower  shall be  required  by law to  deduct  any Tax
Liabilities from or in respect of any sum payable hereunder to any Lender or the
Administrative  Agent,  then the sum payable hereunder shall be increased as may
be necessary so that, after making all required  deductions,  such Lender or the
Administrative  Agent receives an amount equal to the sum it would have received
had no such deductions been made; provided, however, that the Borrower shall not
be  required  to  increase  any  such  amounts  payable  to  any  Lender  or the
Administrative  Agent with respect to (i) any withholding tax that is imposed or
amounts  payable  to any  Lender  or the  Administrative  Agent at the time such
Lender or Administrative  Agent becomes a party to this Agreement (or designates
a new lending office) or (ii) any Tax Liabilities  that are attributable to such
Lender's or the  Administrative  Agent's failure to comply with the requirements
of Subsections 1.13(B) or 1.13(C).

     (B) Foreign Lenders. Each Lender organized under the laws of a jurisdiction
outside of the United States ("Foreign  Lender") as to which payments made under
this Agreement or under the Notes are exempt from United States  withholding tax
or are  subject  to United  States  withholding  tax at a reduced  rate under an
applicable  statute  or tax  treaty  shall  provide  to  the  Borrower  and  the
Administrative  Agent  promptly upon  becoming a Lender under this  Agreement or
when such  Lender  designates  a new  lending  office a properly  completed  and
executed United States Internal  Revenue Service Form W-8BEN or other applicable
form,  certificate or document prescribed by the Internal Revenue Service of the
United  States  certifying  as to  such  Foreign  Lender's  entitlement  to such
exemption or reduced rate of withholding  with respect to payments to be made to
such Foreign  Lender under this  Agreement and under the Notes or Form W-8ECI or
other  applicable  form,  certificate  or document  prescribed  by the  Internal
Revenue  Service of the United  States  certifying  that  payments  made to such
Foreign  Lender are not  subject to  withholding  because  they are  effectively
connected  with the  conduct  of a trade or  business  in the  United  States (a
"Certificate of Exemption").


                                       12
<PAGE>

     If a Foreign Lender is entitled to an exemption with respect to payments to
be made to such  Foreign  Lender  under  this  Agreement  or the  Notes (or to a
reduced rate of withholding)  and does not provide a Certificate of Exemption to
the Borrower and the  Administrative  Agent within the time periods set forth in
the preceding paragraph, the Borrower shall withhold taxes from payments to such
Foreign Lender at the applicable  statutory  rates and the Borrower shall not be
required to pay any additional amounts as a result of such withholding, provided
that all such  withholding  shall,  to the extent  permitted by Applicable  Law,
cease or be reduced,  as appropriate,  upon delivery by such Foreign Lender of a
Certificate of Exemption to the Borrower and the Administrative Agent.

     (C) Non-U.S.  Withholding  Taxes. A Lender that is entitled to an exemption
from or reduction of non-U.S.  withholding tax under the law of the jurisdiction
in which the Borrower is located,  or any treaty to which such jurisdiction is a
party,  with respect to payments  under this  Agreement or under the Notes shall
deliver to the Borrower (with a copy to the  Administrative  Agent), at the time
or times  prescribed by Applicable Law or reasonably  requested by the Borrower,
such properly  completed and executed  documentation that such Lender is legally
entitled to complete, execute and deliver and is prescribed by Applicable Law as
will permit such payments to be made without withholding or at a reduced rate.

     If a Lender is entitled to an exemption with respect to payments to be made
to such  Lender  under  this  Agreement  or the Notes  (or to a reduced  rate of
withholding)  and does not provide  such  documentation  to the Borrower and the
Administrative  Agent  within  the  time  periods  set  forth  in the  preceding
paragraph, the Borrower shall withhold taxes from payments to such Lender at the
applicable  statutory  rates and the  Borrower  shall not be required to pay any
additional  amounts  as a result  of such  withholding,  provided  that all such
withholding  shall,  to the extent  permitted  by  applicable  law,  cease or be
reduced,  as appropriate,  upon delivery by such Lender of such documentation to
the Borrower and the Administrative Agent.

     (D) Participations.  Each Lender that sells or grants a participation shall
(i) withhold or deduct from each payment to a Participant  the amount of any tax
required  under  Applicable Law to be withheld or deducted from such payment and
not withheld or deducted therefrom by the Borrower or the Administrative  Agent,
(ii)  pay  any tax so  withheld  or  deducted  by it to the  appropriate  taxing
authority in accordance with Applicable Law and (iii) indemnify the Borrower and
the Administrative  Agent for any losses, costs and expenses that either of them
may incur as a result of any  failure to  withhold  or deduct and pay any tax to
the extent the amount of such tax and  losses,  costs and  expenses  exceeds the
amount of tax and losses, costs and expenses that would have been imposed in the
absence of such participation.


                                       13
<PAGE>

     (E) Refunds. If the Administrative Agent or a Lender determines that it has
received a refund of any Tax Liabilities as to which it has been  indemnified by
the Borrower or with respect to which the Borrower has paid  additional  amounts
pursuant to this Subsection 1.13, it shall pay over such refund to Borrower (but
only to the extent of indemnity  payments  made, or additional  amounts paid, by
the Borrower  under this  Subsection  1.13 with  respect to the Tax  Liabilities
giving  rise  to  such  refund)  net  of  all  out-of-pocket   expenses  of  the
Administrative  Agent  or such  Lender  and  without  interest  (other  than any
interest  paid by the  relevant  Governmental  Authority  with  respect  to such
refund);  provided,  that the Borrower,  upon the request of the  Administrative
Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus
any penalties,  interest or other charges  imposed by the relevant  Governmental
Authority)  to  the  Administrative  Agent  or  such  Lender  in the  event  the
Administrative  Agent or such  Lender is  required  to repay such refund to such
Governmental  Authority.  This Subsection 1.13 shall not be construed to require
the Administrative Agent or any Lender to make available its tax returns (or any
other  information  relating  to its taxes which it deems  confidential)  to the
Borrower or any other Person.

     1.14 Changes in Laws.  In the event that,  subsequent  to the Closing Date,
(i) any changes in any existing law,  regulation,  treaty or directive or in the
interpretation or application thereof,  (ii) any new law, regulation,  treaty or
directive  enacted  or any  interpretation  or  application  thereof,  or  (iii)
compliance  by the  Administrative  Agent  or any  Lender  with any  request  or
directive  (whether  or not  having  the  force of law)  from  any  Governmental
Authority,  does or shall impose on the  Administrative  Agent or any Lender any
other  condition  or  increased  cost  in  connection   with  the   transactions
contemplated  hereby  or  participations  herein  and the  result  of any of the
foregoing is to increase the cost to the Administrative Agent or any such Lender
of making or continuing any Loan hereunder,  or to reduce any amount  receivable
hereunder,  as the case may be, then,  in any such case,  the Borrower  shall be
obligated to promptly pay to the Administrative  Agent or such Lender,  upon its
demand, any additional amounts necessary to compensate the Administrative  Agent
or such  Lender,  on an after-tax  basis,  for such  additional  cost or reduced
amount receivable, as determined by the Administrative Agent or such Lender with
respect to this  Agreement or the other Loan  Documents.  If the  Administrative
Agent or such Lender becomes  entitled to claim any additional  amounts pursuant
to this  Subsection  1.14, it shall promptly notify the Borrower of the event by
reason of which the Administrative  Agent or such Lender has become so entitled.
A certificate as to any  additional  amounts  payable  pursuant to the foregoing
sentence  submitted by the  Administrative  Agent or such Lender to the Borrower
and the Administrative Agent shall, absent manifest error, be final,  conclusive
and binding for all purposes. There is no limitation on the number of times such
a certificate  may be submitted;  provided,  however,  that this Subsection 1.14
shall not apply to any changes in law with respect to taxes.

     1.15 Term of This Agreement.  All of the  Obligations  shall become due and
payable as otherwise  set forth herein,  but in any event,  all of the remaining
Obligations  shall become due and payable on the Term Loan Maturity  Date.  This
Agreement shall remain in effect through and including, and (except with respect
to provisions  hereof expressly  stated herein to survive any such  termination)
shall terminate  immediately after, the date on which all Obligations shall have
been indefeasibly and irrevocably paid and satisfied in full in cash.


                                       14
<PAGE>

                                   SECTION 2

                              AFFIRMATIVE COVENANTS

     The Borrower hereby  covenants and agrees that so long as this Agreement is
in effect and until  payment in full of all  Obligations,  unless the  Requisite
Lenders shall  otherwise  give their prior written  consent,  the Borrower shall
perform and comply with all covenants in this Section 2.

     2.1 Existence; Businesses and Properties.


     (A) Preserve and  maintain,  cause each of the  Principal  Subsidiaries  to
preserve and maintain,  and cause each other Subsidiary to preserve and maintain
(where the  failure by any such other  Subsidiary  to so preserve  and  maintain
would likely result in a Material  Adverse  Effect),  its  corporate  existence,
rights and franchises,  except in connection  with an Asset Exchange,  provided,
however,  that  the  corporate  existence  of any  Principal  Subsidiary  may be
terminated if such termination is not disadvantageous in any material respect to
the Administrative Agent or any Lender;

     (B) continue to own all of the  outstanding  shares of common stock of each
Principal Subsidiary, except in connection with an Asset Exchange;

     (C) comply,  and cause each of the Subsidiaries to comply,  in all material
respects,  with all applicable laws, rules,  regulations and orders,  including,
without limitation, all Environmental Laws;

     (D) pay, and cause each of the Subsidiaries to pay, before any such amounts
become delinquent,  (i) all taxes,  assessments and governmental charges imposed
upon  it  or  upon  its  property,  and  (ii)  all  claims  (including,  without
limitation, claims for labor, materials,  supplies, or services) which might, if
unpaid,  become a Lien upon its property,  unless, in each case, the validity or
amount thereof is being disputed in good faith,  and the Borrower has maintained
adequate reserves with respect thereto, in each case where the failure to so pay
would be reasonably expected to cause a Material Adverse Effect;

     (E) keep,  and cause  each of the  Subsidiaries  to keep,  proper  books of
record and account,  containing  complete and accurate  entries of all financial
and business  transactions  of the Borrower and such  Subsidiary in all material
respects;

     (F) continue to carry on, and cause each  Principal  Subsidiary to continue
to carry on,  substantially  the same type of business  as the  Borrower or such
Principal  Subsidiary  conducted as of the date hereof and  business  reasonably
related  thereto,  except for changes in such business that result from an Asset
Exchange; and

     (G) maintain or cause to be maintained insurance with financially sound and
reputable  insurers,  or  self-insurance,  with  respect to its  properties  and
business and the  properties  and business of the  Subsidiaries  against loss or
damage of the kinds  customarily  insured against by reputable  companies in the
same or  similar  businesses,  such  insurance  to be of such  types and in such
amounts (with such deductible  amounts) as is customary for such companies under
similar circumstances;


                                       15
<PAGE>

provided, however, that the foregoing shall not limit the right of the  Borrower
or any of its Subsidiaries to engage in any transaction not otherwise prohibited
by Subsection 3.2, 3.3 or 3.4.

     2.2 Maintaining Records.  Maintain all financial records in accordance with
GAAP and,  upon  reasonable  notice,  permit the  Administrative  Agent and each
Lender to visit and inspect the financial  records of the Borrower at reasonable
times and as often as  requested  and to make  extracts  from and copies of such
financial   records,   and  permit  any   representatives   designated   by  the
Administrative  Agent  or any  Lender  to  discuss  the  affairs,  finances  and
condition of the Borrower with the  appropriate  officers  thereof and, with the
Borrower's consent (which shall not be unreasonably  withheld),  the independent
accountants therefor;  provided, however, that if the Borrower shall so require,
a single  representative shall be appointed by the Requisite Lenders to exercise
the rights granted to the Lenders under this Subsection 2.2; provided,  further,
that when an Event of Default exists the Administrative  Agent or any Lender may
do any of the  foregoing,  upon  reasonable  notice,  at any time during  normal
business hours (without appointment of a single representative by the Lenders).

     2.3 Use of Proceeds.  The  Borrower  will use the proceeds of the Term Loan
solely for the purposes described in the recital paragraphs to this Agreement.

     2.4 CoBank Patronage Capital. So long as CoBank is a Lender hereunder,  the
Borrower will acquire  non-voting  participation  certificates in CoBank in such
amounts  and at such times as CoBank may  require in  accordance  with  CoBank's
Bylaws and Capital Plan (as each may be amended from time to time),  except that
the  maximum  amount of  participation  certificates  that the  Borrower  may be
required to purchase in CoBank in  connection  with the Loans may not exceed the
maximum  amount  permitted  by the Bylaws and the Capital  Plan at the time this
Agreement  is entered  into.  The rights and  obligations  of the  parties  with
respect to such participation certificates and any distributions made on account
thereof or on account of the Borrower's  patronage with CoBank shall be governed
by  CoBank's  Bylaws.  CoBank  agrees that all Loans that are made by CoBank and
that are retained for its own account and not sold in a participation (except to
a participant that makes patronage distributions to CoBank) shall be entitled to
patronage  distributions in accordance with CoBank's Bylaws;  all Loans that are
made by  CoBank  and are  included  in a sale of a  participation  (except  to a
participant that makes patronage  distributions to CoBank) shall not be entitled
to  patronage  distributions.  CoBank's  Pro Rata  Share of the  Loans and other
Obligations  due to CoBank  shall be  secured by a  statutory  first lien on all
equity  which the  Borrower  may now own or  hereafter  acquire in CoBank.  Such
equity shall not,  however,  constitute  security for the Obligations due to any
other Lender.  CoBank shall not be obligated to set off or otherwise  apply such
equities  to  the  Borrower's  obligations  to  CoBank.  In  the  event  of  any
liquidation, sale, transfer or other disposition of collateral that includes the
Borrower's  participation  certificates  in CoBank,  whether by  foreclosure  or
otherwise, the proceeds attributable to such participation certificates shall be
equal to the face value of such  participation  certificates as reflected in the
official records of CoBank.


                                       16
<PAGE>

                                   SECTION 3

                               NEGATIVE COVENANTS

     The Borrower hereby  covenants and agrees that so long as this Agreement is
in effect and until  payment in full of all  Obligations,  unless the  Requisite
Lenders shall  otherwise  give their prior written  consent,  the Borrower shall
perform and comply with all  covenants in this Section 3, and the Borrower  will
not:

     3.1 Liens; Restrictions on Sales of Receivables.  Create, incur, assume, or
suffer to exist, or permit any of the Principal  Subsidiaries to create,  incur,
assume,  or  suffer  to  exist,  any Lien on any of its  property  now  owned or
hereafter  acquired  to secure  any  Indebtedness  of the  Borrower  or any such
Principal  Subsidiary,  or sell or assign any accounts receivable (other than in
the ordinary course of business  substantially in accordance with the Borrower's
past practice),  other than: (a) Liens incurred or deposits made in the ordinary
course of business to secure  surety and appeal bonds,  leases,  return-of-money
bonds and other similar obligations  (exclusive of obligations of the payment of
borrowed  money);  (b) pledges or deposits to secure the utility  obligations of
the Borrower  incurred in the ordinary course of business;  (c) Liens upon or in
property now owned or hereafter acquired to secure Indebtedness  incurred solely
for the purpose of financing the acquisition, construction or improvement of any
property, provided that such Indebtedness shall not exceed the fair market value
of the property being acquired, constructed or improved; (d) Liens on the assets
of any Principal  Subsidiary  to secure the  repayment of project  financing for
such  Principal  Subsidiary;  (e) Liens on the  assets of any  Person  merged or
consolidated  with or into (in accordance  with  Subsection 3.4) the Borrower or
any  Principal  Subsidiary  that were in  effect  at the time of such  merger or
consolidation;  (f) Liens for taxes,  assessments  and  governmental  charges or
levies,  which are not yet due or are which are being contested in good faith by
appropriate proceedings;  (g) Liens securing Indebtedness of the Borrower or any
Principal  Subsidiary to the Rural  Electrification  Administration or the Rural
Utilities  Service  (or  any  successor  to any  such  agency);  (h)  carriers',
warehousemen's,  mechanics', materialmen's, repairmen's, suppliers or other like
Liens arising in the ordinary  course of business  relating to  obligations  not
overdue for a period of more than 60 days or which are bonded or being contested
in good faith by appropriate proceedings;  (i) pledges or deposits in connection
with workers'  compensation  laws or similar  legislation or to secure public or
statutory obligations;  (j) Liens incurred on deposits to secure the performance
of bids,  trade  contracts,  leases,  statutory  obligations,  surety and appeal
bonds,  performance bonds and other obligations of a like nature incurred in the
ordinary  course of business;  (k) easements,  rights of way,  restrictions  and
other encumbrances incurred which, in the aggregate, do not materially interfere
with  the  ordinary  conduct  of  business;  (l)  restrictions  by  Governmental
Authorities  on the  operations,  business  or  assets  of the  Borrower  or its
Subsidiaries  that  are  customary  in  the  Borrower's  and  its  Subsidiaries'
businesses;  (m) sales of accounts receivable pursuant to, and Liens existing or
deemed to exist in connection with, any  Securitization  Transactions,  provided
the aggregate amount of all such  Securitization  Transactions  shall not at any
time exceed $150,000,000;  and (n) other Liens securing Indebtedness outstanding
in an aggregate principal amount not to exceed $25,000,000;  provided,  however,
that the  Borrower or any  Principal  Subsidiary  may create,  incur,  assume or
suffer to exist other  Liens (in  addition  to Liens  excepted by the  foregoing
clauses (a) through (n)) on its assets so long as such Liens equally and ratably
secure  the  Obligations   pursuant  to  documentation  in  form  and  substance
reasonably satisfactory to the Administrative Agent.


                                       17
<PAGE>

     3.2 Ownership of the  Principal  Subsidiaries.  Sell,  assign,  pledge,  or
otherwise  transfer or dispose of any shares of common stock,  voting stock,  or
stock  convertible  into  voting or common  stock of any  Principal  Subsidiary,
except (a) to another  Subsidiary,  or (b) in connection with an Asset Exchange;
provided,  however,  that the  Borrower  may pledge any shares of common  stock,
voting stock, or stock  convertible into voting or common stock of any Principal
Subsidiary so long as such pledge  equally and ratably  secures the  Obligations
pursuant to documentation in form and substance  reasonably  satisfactory to the
Administrative Agent.

     3.3 Asset Sales.  Except in connection with an Asset  Exchange,  permit any
Principal Subsidiary to sell, assign, or otherwise dispose of telecommunications
assets  (whether in one  transaction or a series of  transactions),  if the net,
after-tax  proceeds thereof are used by the Borrower or any Subsidiary to prepay
(other  than  a  mandatory  prepayment  in  accordance  with  the  terms  of the
applicable  governing  documents,  including  pursuant  to  any  put  provision)
Indebtedness  incurred after the date hereof which  Indebtedness  has a maturity
later than the Term Loan  Maturity  Date (other than bridge or other  financings
incurred in connection  with an asset  purchase or sale,  including  acquisition
indebtedness or indebtedness of an acquired entity).

     3.4  Mergers.  Merge or  consolidate  with,  or  sell,  assign,  lease,  or
otherwise  dispose of (whether in one  transaction or a series of  transactions)
all  or  substantially  all  of its  assets  (whether  now  owned  or  hereafter
acquired); except in connection with an Asset Exchange, to any Person, or permit
any Principal Subsidiary to do so, except that any Subsidiary may merge into or,
subject  to  Subsection  3.3,  transfer  assets  to the  Borrower  or any  other
Subsidiary  and  the  Borrower  may  merge  with  any  Person;   provided  that,
immediately  thereafter and after giving effect thereto, no event shall occur or
be  continuing  which  constitutes  an Event of Default or a Default and, in the
case of any such merger to which the Borrower is a party, either the Borrower is
the surviving  corporation  or the surviving  entity (if not the Borrower) has a
Consolidated  Net Worth (as  determined  in  accordance  with GAAP)  immediately
subsequent  to such merger at least equal to the  Consolidated  Net Worth of the
Borrower  immediately prior to such merger and expressly assumes the obligations
of  the  Borrower  hereunder;   provided,  however,  that,  notwithstanding  the
foregoing, the Borrower and any of the Principal Subsidiaries may sell assets in
the ordinary  course of its  business and may sell or otherwise  dispose of worn
out or obsolete equipment on a basis consistent with good business practices.

     3.5 Restrictions on Dividends.

     (A) Enter  into or permit  any  Principal  Subsidiary  to enter  into,  any
contract or  agreement  (other  than with a  governmental  regulatory  authority
having jurisdiction over the Borrower or such Principal Subsidiary)  restricting
the ability of such Principal  Subsidiary to pay dividends or make distributions
to the  Borrower in any manner that could  reasonably  be expected to impair the
ability of the Borrower to meet its present and future obligations hereunder.

     (B) In the  case  of the  Borrower  only,  declare  or  make,  directly  or
indirectly,  any  Restricted  Payment,  or incur any  obligation  (contingent or
otherwise)  to do so, in each case if any Event of Default has  occurred  and is
continuing at the time of such action or will result  therefrom  (but  excluding
the payment of dividends  declared and  announced by the Board of Directors at a
time when no Event of Default existed).


                                       18
<PAGE>

     3.6  Transactions  with  Affiliates.  Except  in  connection  with an Asset
Exchange, sell or transfer any property or assets to, or purchase or acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its  Affiliates,  except that as long as no Default or Event of Default shall
have occurred and be  continuing,  the Borrower or any  Subsidiary may engage in
any of the  foregoing  transactions  (i) in the  ordinary  course of business at
prices and on terms and  conditions  not less  favorable to the Borrower or such
Subsidiary than could be obtained on an arm's-length  basis from unrelated third
parties,  (ii) as otherwise may be required by any Federal or state Governmental
Authority,   or  (iii)  so  long  as  such   transactions   are  not  materially
disadvantageous to the Borrower.

     3.7  Guarantees.   Permit  any  Subsidiary  to  enter  into,   directly  or
indirectly,  any Guarantee of any Indebtedness of the Borrower or any Subsidiary
unless  the  Obligations  are  Guaranteed  on a pari  passu  basis  pursuant  to
documentation   in  form   and   substance   reasonably   satisfactory   to  the
Administrative  Agent,  except  (i) any  Guarantee  in  effect  at the time such
Subsidiary  becomes a Subsidiary of the Borrower,  so long as such Guarantee was
not entered into solely in contemplation of such Person becoming a Subsidiary of
the Borrower, (ii) any Guarantee in effect as of the Closing Date that is listed
on Schedule  3.7,  and (iii)  additional  Guarantees  aggregating  not more than
$25,000,000 at any one time outstanding.

                                   SECTION 4

                        FINANCIAL COVENANTS AND REPORTING

     The Borrower hereby  covenants and agrees that so long as this Agreement is
in effect and until  payment in full of all  Obligations,  unless the  Requisite
Lenders shall  otherwise  give their prior written  consent,  the Borrower shall
perform and comply with all  covenants  in this  Section 4. For the  purposes of
this Section 4, all covenants calculated for the Borrower shall be calculated on
a consolidated basis for the Borrower and its Subsidiaries.

     4.1 Total  Leverage  Ratio.  The  Borrower  shall  maintain  at all  times,
measured at each fiscal  quarter end, a Total  Leverage Ratio less than or equal
to 4.5:1.0;  provided,  that if after the Closing Date the Borrower provides any
other holder of  Indebtedness  with  additional  or more  restrictive  financial
covenants than set forth in this  Subsection  4.1, then this Agreement  shall be
deemed  to  include,  and this  Agreement  shall be  amended  to  contain,  such
additional and more restrictive financial covenants.

     4.2  Financial  Statements  and Other  Reports.  The Borrower will and will
cause its  Subsidiaries  to  maintain  a system of  accounting  established  and
administered in accordance with sound business  practices to permit  preparation
of financial  statements in conformity with GAAP consistently  applied (it being
understood that quarterly financial statements are not required to have footnote
disclosures and are subject to normal year-end audit adjustments).  The Borrower
will deliver each of the financial  statements and other reports described below
to the Administrative Agent.


                                       19
<PAGE>

     (A) Quarterly  Financials.  As soon as available and in any event within 65
days after the end of the first three fiscal quarters of each fiscal year of the
Borrower,  the Borrower will deliver consolidated balance sheets of the Borrower
and its Subsidiaries,  as at the end of such fiscal quarter and the then elapsed
portion of the applicable fiscal year, and the related  consolidated  statements
of income,  shareholders'  equity and cash flows for such fiscal quarter and for
the period from the beginning of the then current fiscal year of the Borrower to
the end of such  quarter  (which  requirement  shall be deemed  satisfied by the
delivery of the Borrower's Quarterly Report on Form 10-Q (or any successor form)
for such year).

     (B) Year-End  Financials.  As soon as available and in any event within 110
days  after the end of each  fiscal  year of the  Borrower,  the  Borrower  will
deliver (i) consolidated balance sheets of the Borrower and its Subsidiaries, as
at the end of such year,  and the  related  consolidated  statements  of income,
shareholders'  equity and cash flows for such  fiscal  year  (which  requirement
shall be deemed  satisfied by the delivery of the  Borrower's  Annual  Report on
Form 10-K (or any successor  form) for such year) and (ii) a report with respect
to the  financial  statements  from  a  firm  of  independent  certified  public
accountants  of  recognized  national  standing  selected  by the  Borrower  and
reasonably acceptable to the Administrative Agent, which report shall be without
a "going concern" or like  qualification and without any material  qualification
or exception as to the scope of such audit.

     (C) The Borrower  Compliance  Certificate.  Together  with each delivery of
financial   statements  of  the  Borrower  and  its  Subsidiaries   pursuant  to
Subsections 4.2(A) or 4.2(B), the Borrower will deliver a compliance certificate
in  substantially   the  same  form  as  Exhibit  4.2(C)  (each,  a  "Compliance
Certificate")  signed by the chief  financial  officer or the  treasurer  of the
Borrower (i)  certifying  as to whether a Default has occurred and, if a Default
has occurred, specifying the details thereof and any action taken or proposed to
be taken  with  respect  thereto  and (ii)  setting  forth  reasonably  detailed
calculations (including with respect to any pro forma effect given to a Material
Transaction)  demonstrating compliance with Subsection 4.1 as of the last day of
the most recent fiscal quarter covered by such financial statements.

     (D) Budget.  As soon as available and in any event within 65 days after the
end of each of the Borrower's  fiscal years,  the Borrower will deliver a Budget
of the Borrower and its consolidated  Subsidiaries for such fiscal year. As soon
as  available  and in any  event  within  120 days  after the end of each of the
Borrower's  fiscal years, the Borrower will deliver a Budget of the Borrower and
its consolidated  Subsidiaries for such fiscal year and the next succeeding four
fiscal years.

     (E) SEC Filings. Promptly upon the mailing or filing thereof, copies of all
financial  statements,  reports and proxy  statements  mailed to the  Borrower's
public shareholders, and copies of all registration statements (other than those
on Form S-8) and Form 8-K's (to the extent that such Form 8-K's disclose  actual
or  potential  adverse  developments  with respect to the Borrower or any of its
Subsidiaries that constitute,  or could reasonably be anticipated to constitute,
a Material  Adverse  Effect) filed with the Securities  and Exchange  Commission
(the "SEC") (or any successor thereto) or any national securities exchange.

     (F) Events of  Default,  Etc.  Promptly  upon any  officer of the  Borrower
obtaining  knowledge  of any Event of Default or  Default,  the  Borrower  shall
deliver a certificate of the Borrower's  chief  financial  officer or treasurer,
specifying  the nature and extent  thereof  and the  corrective  action (if any)
proposed to be taken with respect thereto.


                                       20
<PAGE>

     (G)  Litigation.  Promptly  upon  any  officer  of the  Borrower  obtaining
knowledge of the filing or  commencement  of, or any written notice of intention
of any Person to file or commence,  any action,  suit or proceeding,  whether at
law or in  equity  or by or  before  any  Governmental  Authority,  against  the
Borrower or any of its Subsidiaries  which is reasonably  likely to be adversely
determined and which, if adversely  determined,  could reasonably be anticipated
to result in a Material Adverse Effect, the Borrower will give notice thereof to
the Administrative  Agent and provide such other information as may be requested
by the Administrative  Agent and reasonably  available to the Borrower to enable
the Administrative Agent and its counsel to evaluate such matter.

     (H) Regulatory  and Other Notices.  Within 15 days after filing or receipt,
copies of any non-ordinary  course (as determined in good faith by the Borrower)
filings or communications sent to or notices and other  communications  received
by the  Borrower or any of its  Subsidiaries  from any  Governmental  Authority,
including the FCC, any applicable PUC and the SEC, relating to any noncompliance
by the Borrower or any of its  Subsidiaries  with any law or with respect to any
matter or proceeding the effect of which could  reasonably be expected to have a
Material Adverse Effect.

     (I) Material  Adverse Effect.  The Borrower will give prompt written notice
to the  Administrative  Agent of any development with respect to the Borrower or
any of its Subsidiaries that has resulted in, or could reasonably be anticipated
to result in, a Material Adverse Effect.

     (J) ERISA Events.  Promptly after becoming aware of any ERISA Event,  which
could  reasonably be expected to have a Material  Adverse  Effect,  the Borrower
will  give  notice  to  the  Administrative   Agent  thereof  and  provide  such
information relating thereto as may be requested by the Administrative Agent and
reasonably  available to the Borrower to enable the Administrative Agent and the
Lenders to reasonably evaluate such matter.

     (K) Delivery of Information. Documents required to be delivered pursuant to
Subsection  4.2(A), (B) or (E) (to the extent any such documents are included in
materials  otherwise filed with the SEC) may be delivered  electronically and if
so  delivered,  shall be deemed to have been  delivered on the date (i) on which
the Borrower posts such documents,  or provides a link thereto on the Borrower's
on the  Internet at the website  address  listed in  Subsection  9.3; or (ii) on
which such  documents  are posted on the  Borrower's  behalf on an  Internet  or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial,  third-party  website or whether  sponsored by the
Administrative  Agent);  provided  that:  (i) the Borrower  shall  deliver paper
copies of such documents to the Administrative Agent or any Lender that requests
the  Borrower  to deliver  such paper  copies  until a written  request to cease
delivering paper copies is given by the Administrative  Agent or such Lender and
(ii) the  Borrower  shall  notify the  Administrative  Agent and each Lender (by
telecopier or electronic  mail) of the posting of any such documents and provide
to the Administrative  Agent by electronic mail electronic  versions (i.e., soft
copies) of such documents.  Notwithstanding  anything contained herein, in every
instance  the  Borrower  shall  be  required  to  provide  paper  copies  of the
Compliance  Certificates  required by  Subsection  4.2(C) to the  Administrative
Agent. Except for Compliance  Certificates,  the Administrative Agent shall have
no  obligation  to request the delivery or to maintain  copies of the  documents
referred  to above,  and in any event  shall have no  responsibility  to monitor
compliance by the Borrower  with any such request for delivery,  and each Lender
shall be solely  responsible  for requesting  delivery to it or maintaining  its
copies of such documents.


                                       21
<PAGE>

     4.3  Accounting  Terms;  Utilization  of GAAP for Purposes of  Calculations
Under  Agreement.  For  purposes of this  Agreement,  all  accounting  terms not
otherwise  defined  herein  shall have the  meanings  assigned  to such terms in
conformity  with  GAAP.  Except  as  otherwise  expressly  provided,   financial
statements and other information  furnished to the Administrative  Agent and the
Lenders  pursuant to this Agreement shall be prepared in accordance with GAAP as
in effect at the time of such  preparation.  For  purposes  of  determining  the
Borrower's compliance with the financial covenant set forth in Subsection 4.1 of
this  Agreement,  all  terms  of an  accounting  or  financial  nature  shall be
construed in  accordance  with GAAP,  as in effect from time to time;  provided,
however,  that if the  Borrower  notifies  the  Administrative  Agent  that  the
Borrower  wishes  to  amend  the  covenant  in  Subsection  4.1 or  any  related
definition  to eliminate  the effect of any change in GAAP  occurring  after the
date  of  this   Agreement  on  the  operation  of  such  covenant  (or  if  the
Administrative  Agent  notifies the Borrower that the Requisite  Lenders wish to
amend  Subsection  4.1 or any related  definition  for such  purpose),  then the
Borrower's  compliance  with such  covenant  shall be determined on the basis of
GAAP in effect  immediately before the relevant change in GAAP became effective,
until either such notice is  withdrawn  or such  covenant is amended in a manner
satisfactory to the Borrower and the Requisite Lenders.

                                   SECTION 5

                         REPRESENTATIONS AND WARRANTIES

     In order to induce the  Administrative  Agent and the Lenders to enter into
this  Agreement and to make the Term Loan,  the Borrower  hereby  represents and
warrants to the Administrative Agent and each Lender on the Closing Date (except
as  may  be  set  forth  on  the  attached   Schedules  and  acceptable  to  the
Administrative Agent) and on the Funding Date that:

     5.1 Organization, Powers, Governmental Approvals.

     (A) The Borrower and each Principal  Subsidiary  (i) is a corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its organization,  (ii) has all requisite power and authority to
own its property and assets and to carry on its  business as now  conducted  and
(iii) is qualified to do business in every jurisdiction where such qualification
is required,  except  where the failure so to qualify  would not have a Material
Adverse Effect. The Borrower's  execution,  delivery and performance of the Loan
Documents  are within its  corporate  powers,  have been duly  authorized by all
necessary  action and do not violate or create a default  under (a) law, (b) its
constituent documents,  or (c) any contractual provision binding upon it, except
to the extent (in the case of violations or defaults described under clauses (a)
or (c)) where such  violation  or default  would not  reasonably  be expected to
result in a Material  Adverse Effect and would not have an adverse effect on the
validity,  binding effect or  enforceability of this Agreement or any other Loan
Documents  and would not  materially  adversely  affect any of the rights of the
Administrative Agent or any Lender under or in connection with this Agreement or
any other Loan  Documents.  Each of the Loan  Documents  constitutes  the legal,
valid  and  binding  obligation  of  the  Borrower  enforceable  against  it  in
accordance  with its terms  (except  as such  enforceability  may be  limited by
applicable  bankruptcy,  reorganization,  insolvency,  moratorium and other laws
affecting the rights of creditors  generally  and general  principles of equity,
including an implied covenant of good faith and fair dealing).


                                       22
<PAGE>

     (B) Except for (i) any Governmental  Approvals  required in connection with
any  Borrowings  (such  approvals  being  "Borrowing  Approvals")  and  (ii) any
Governmental  Approvals  the  failure to obtain  which could not  reasonably  be
expected  to result in a  Material  Adverse  Effect or affect  the  validity  or
enforceability  of this Agreement or any other Loan Document,  all  Governmental
Approvals required in connection with the execution and delivery by the Borrower
of this  Agreement  and the other  Loan  Documents  and the  performance  by the
Borrower of its  obligations  hereunder and thereunder  have been, and, prior to
the time of any Borrowing,  all Borrowing Approvals will be, duly obtained,  are
(or,  in the case of  Borrowing  Approvals,  will be) in full  force and  effect
without  having  been  amended or  modified  in any  manner  that may impair the
ability of the Borrower to perform its obligations under this Agreement, and are
not (or,  in the case of  Borrowing  Approvals,  will not be) the subject of any
pending appeal, stay or other challenge.

     5.2 Financial  Statements.  The Borrower has furnished to the Lenders,  for
itself and its  Subsidiaries,  its most recent  filings with the  Securities and
Exchange  Commission  on Forms  10-K and 10-Q.  Such  Forms 10-K and 10-Q do not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make any statement  therein,  in light of the  circumstances  under
which it was made,  not  misleading.  Each of the  financial  statements in such
Forms  10-K and 10-Q  has  been,  and  each of the  financial  statements  to be
furnished  pursuant to Subsection 4.2 will be,  prepared in accordance with GAAP
applied  consistently  with prior periods,  except as therein noted,  and fairly
presents  or will  fairly  present in all  material  respects  the  consolidated
financial  position of the Borrower and its  Subsidiaries as of the date thereof
and the results of the operations of the Borrower and its  Subsidiaries  for the
period then ended.

     5.3 No  Material  Adverse  Effect.  Since the date of the  Borrower's  most
recent financial  statements contained in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2007,  there has been no material  adverse change
in, and there has occurred no event or condition  which is likely to result in a
material  adverse  change in, the financial  condition,  results of  operations,
business,  assets or operations of the Borrower and the Subsidiaries  taken as a
whole (it being  understood that the consummation of an Asset Exchange shall not
constitute such a material adverse change).

     5.4 Title to Properties; Possession Under Leases.

     (A) To the best of the Borrower's  knowledge,  each of the Borrower and the
Principal  Subsidiaries  has good and  marketable  title to, or valid  leasehold
interests in, or other rights to use or occupy, all its material  properties and
assets, except for minor defects in title that do not interfere with its ability
to conduct its business as currently conducted or to utilize such properties and
assets for their intended purposes.  All such material properties and assets are
free and clear of Liens, other than Liens expressly permitted by Subsection 3.1.


                                       23
<PAGE>

     (B) Each of the Borrower and the Principal  Subsidiaries  has complied with
all  obligations  under all material  leases to which it is a party and all such
leases  are in full force and  effect,  except  where such  failure to comply or
maintain such leases in full force and effect would not have a Material  Adverse
Effect.   Each  of  the  Borrower  and  the  Subsidiaries  enjoys  peaceful  and
undisturbed  possession under all such material leases except where such failure
would not have a Material Adverse Effect.

     5.5 Ownership of  Subsidiaries.  The Borrower  owns,  free and clear of any
Lien (other than Liens expressly permitted by Subsection 3.1), all of the issued
and outstanding shares of common stock of each of the Principal Subsidiaries.

     5.6 Litigation; Compliance with Laws.

     (A)  There  is  no  action,  suit,  or  proceeding,   or  any  governmental
investigation or any  arbitration,  in each case pending or, to the knowledge of
the Borrower,  threatened against the Borrower or any of the Subsidiaries or any
material  property  of  any  thereof  before  any  court  or  arbitrator  or any
governmental or  administrative  body,  agency, or official which (i) challenges
the validity of this Agreement or any other Loan  Document,  (ii) may reasonably
be expected to have a material  adverse effect on the ability of the Borrower to
perform any of its  obligations  under this Agreement or any other Loan Document
or on the rights of or benefits available to the Lenders under this Agreement or
any other Loan  Document or (iii) except as disclosed in the  Borrower's  Annual
Report  on Form  10-K  for the  fiscal  year  ended  December  31,  2007,  would
reasonably be expected to have a Material Adverse Effect.

     (B) Neither the Borrower nor any of the Subsidiaries is in violation of any
law,  rule, or  regulation,  or in default with respect to any  judgment,  writ,
injunction  or decree of any  Governmental  Authority,  where such  violation or
default would reasonably be expected to have a Material Adverse Effect.

     (C) Except as set forth in or contemplated  by the financial  statements or
other reports referred to in Subsection 5.2 and which have been delivered to the
Lenders  on or  prior  to the  date  hereof,  (i) the  Borrower  and each of its
Subsidiaries  have complied with all  Environmental  Laws,  except to the extent
that  failure to so comply would not  reasonably  be expected to have a Material
Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed
to obtain,  maintain or comply with any permit,  license or other approval under
any  Environmental  Law,  except  where such  failure  would not  reasonably  be
expected to have a Material  Adverse Effect,  (iii) neither the Borrower nor any
of its  Subsidiaries  has  received  notice of any  failure  to comply  with any
Environmental  Law or become  subject to any liability  under any  Environmental
Law,  except where such failure or liability would not reasonably be expected to
have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its
Subsidiaries are used to manage any Specified Substance in violation of any law,
except to the extent that such  violations,  individually  or in the  aggregate,
would not reasonably be expected to have a Material Adverse Effect,  and (v) the
Borrower  is aware of no  events,  conditions  or  circumstances  involving  any
Release of a Specified  Substance  that would  reasonably  be expected to have a
Material Adverse Effect.

     5.7 Agreements.


                                       24
<PAGE>

     (A)  Neither the  Borrower  nor any of the  Subsidiaries  is a party to any
agreement  or  instrument  or  subject  to any  corporate  restriction  that has
resulted,  or would  reasonably  be  expected to result,  in a Material  Adverse
Effect.

     (B) Neither the Borrower nor any of the  Subsidiaries  is in default  under
any indenture or other agreement or instrument evidencing  Indebtedness,  or any
other material  agreement or instrument to which it is a party or by which it or
any of its  properties  or assets are or may be bound,  where such default would
reasonably be expected to result in a Material Adverse Effect.

     5.8 Federal Reserve Regulations.  No part of the proceeds of the Loans will
be used, whether directly or indirectly, and whether immediately,  incidentally,
or  ultimately,  for  any  purpose  which  entails  a  violation  of the  Margin
Regulations.

     5.9 Investment Company Act; Public Utility Holding Company Act. Neither the
Borrower nor any of the  Subsidiaries is (a) an "investment  company" as defined
in, or subject to regulation under, the Investment  Company Act of 1940 or (b) a
"holding  company" as defined  in, or subject to  regulation  under,  the Public
Utility Holding Company Act of 2005.

     5.10 Use of Proceeds.  The Borrower  will use the proceeds of the Term Loan
solely for the purposes described in the recital paragraphs to this Agreement.

     5.11 Tax Returns.  Each of the Borrower and the  Subsidiaries  has filed or
caused to be filed all  Federal  and all  material  state and local tax  returns
required  to have  been  filed by it and has paid or caused to be paid all taxes
shown to be due and payable on such  returns or on any  assessments  received by
it,  except (i) taxes  that are being  contested  in good  faith by  appropriate
proceedings  and for  which  the  Borrower  shall  have set  aside on its  books
adequate reserves or (ii) where such failure to file or pay would not reasonably
be expected to result in a Material Adverse Effect.

     5.12  No  Material  Misstatements.  No  statement,   information,   report,
financial  statement,  exhibit  or  schedule  furnished  by or on  behalf of the
Borrower  to the  Administrative  Agent or any  Lender  in  connection  with the
syndication  or  negotiation  of this  Agreement  or any other Loan  Document or
included herein or therein or delivered  pursuant  hereto or thereto  contained,
contains,  or will contain any material  misstatement  of fact or  intentionally
omitted,  omits,  or will omit to state any material fact  necessary to make the
statements  therein,  in the light of the  circumstances  under which they were,
are,  or will be made,  not  misleading;  provided  that to the  extent any such
information,  report, financial statement, exhibit or schedule was based upon or
constitutes a forecast or projection, the Borrower represents only that it acted
in good faith and utilized  assumptions  believed by it to be  reasonable in the
preparation  of  such  information,  report,  financial  statement,  exhibit  or
schedule.

     5.13 Employee Benefit Plans.

     (A) Each Plan is in compliance  with ERISA,  except for such  noncompliance
that has not  resulted,  and would not  reasonably  be expected to result,  in a
Material Adverse Effect.


                                       25
<PAGE>

     (B) No Plan has an  accumulated  or waived  funding  deficiency  within the
meaning  of  Section  412 or  Section  418B of the  IRC,  except  for  any  such
deficiency  that has not  resulted,  and would not  reasonably  be  expected  to
result, in a Material Adverse Effect.

     (C) No proceedings  have been instituted to terminate any Plan,  except for
such proceedings where the termination of a Plan has not resulted, and would not
reasonably be expected to result, in a Material Adverse Effect.

     (D) Neither the Borrower nor any Subsidiary or ERISA Affiliate has incurred
any liability to or on account of a Plan under ERISA (other than  obligations to
make  contributions in accordance with such Plan), and no condition exists which
presents a material risk to the Borrower or any  Subsidiary of incurring  such a
liability,  except for such  liabilities  that have not resulted,  and would not
reasonably be expected to result, in a Material Adverse Effect.

     5.14  Insurance.  Each  of the  Borrower  and  the  Principal  Subsidiaries
maintains   insurance  with  financially  sound  and  reputable   insurers,   or
self-insurance,  with respect to its  properties  and  business  against loss or
damage of the kind  customarily  insured  against by reputable  companies in the
same or  similar  business  and of such  types and in such  amounts  (with  such
deductible   amounts)  as  is  customary  for  such   companies   under  similar
circumstances.

                                   SECTION 6

                    EVENTS OF DEFAULT AND RIGHTS AND REMEDIES

     6.1 Event of  Default.  "Event of  Default"  shall mean the  occurrence  or
existence of any one or more of the following:

     (A) Payment.  (i) Failure to repay any outstanding  principal amount of the
Term Loan at the time required  pursuant to this  Agreement,  or (ii) failure to
pay any interest on the Term Loan or any other  amount due under this  Agreement
or any of the other Loan  Documents and such default shall  continue  unremedied
for a period of five Business Days; or

     (B)  Default  in  Other  Agreements.  (i)  The  Borrower  or any  Principal
Subsidiary,  as the case may be,  fails to pay when  due,  or  within  any grace
period applicable thereto by the terms thereof, any Indebtedness of the Borrower
or any  Principal  Subsidiary  aggregating  $50,000,000  or  more,  or (ii)  the
Borrower  or any  Principal  Subsidiary  shall fail to  observe  or perform  any
covenant or agreement  contained in any single agreement or instrument  relating
to any  Indebtedness  in excess of $50,000,000  in the  aggregate,  in each case
within any applicable grace period, or any other event shall occur if the effect
of such failure or other event is to accelerate, or to permit the holder of such
Indebtedness   or  any  other  Person  to  accelerate,   the  maturity  of  such
Indebtedness;  or any such  Indebtedness  shall be required to be prepaid (other
than by a regularly scheduled required prepayment, pursuant to any put right (or
similar right) of the holder thereof, or by the exercise by the Borrower or such
Principal Subsidiary of its right to make a voluntary prepayment) in whole or in
part prior to its stated  maturity;  or there occurs under any Swap  Contract an
Early Termination Date (as defined in such Swap Contract) resulting from (A) any
event of  default  under  such Swap  Contract  as to which the  Borrower  or any
Principal  Subsidiary is the Defaulting Party (as defined in such Swap Contract)
or (B) any  Termination  Event (as so  defined)  under such Swap  Contract as to
which the  Borrower or any  Principal  Subsidiary  is an  Affected  Party (as so
defined) and, in either event, the Swap  Termination  Value owed by the Borrower
or such Subsidiary as a result thereof is greater than $50,000,000; or


                                       26
<PAGE>

     (C) Breach of Certain  Provisions.  Failure of the  Borrower  or any of its
Subsidiaries  to  perform  or comply  with any term or  condition  contained  in
Subsection 2.3, Section 3 or Subsections 4.1 or 4.2(F), (G), (I) or (J); or

     (D) Breach of Warranty.  Any  representation,  warranty,  certification  or
other  statement  made by the  Borrower or any of its  Subsidiaries  in any Loan
Document or in any statement or certificate at any time given by the Borrower or
any of its  Subsidiaries  or in writing  pursuant or in connection with any Loan
Document is false in any material respect on the date made or deemed made; or

     (E)  Other  Defaults  Under  Loan  Documents.  The  Borrower  or any of its
Subsidiaries  breaches or defaults in the  performance of or compliance with any
term contained in this Agreement or the other Loan Documents and such default is
not  remedied  or waived  within 30 days after the  earlier of (i) the  Borrower
obtaining knowledge of such breach or default or (ii) receipt by the Borrower or
any such  Subsidiary  of notice from the  Administrative  Agent or the Requisite
Lenders of such default (other than occurrences described in other provisions of
this  Subsection 6.1 for which a different  grace or cure period is specified or
which constitute immediate Events of Default); or

     (F) Involuntary  Bankruptcy;  Appointment of Receiver;  Etc. An involuntary
proceeding  shall be commenced or an  involuntary  petition  shall be filed in a
court of competent jurisdiction seeking (i) relief in respect of the Borrower or
any Principal Subsidiary,  or of a substantial part of the property or assets of
the Borrower or a Principal  Subsidiary,  under the  Bankruptcy  Code,  (ii) the
appointment of a receiver,  trustee,  custodian,  sequestrator,  conservator, or
similar  official  for  the  Borrower  or  any  Principal  Subsidiary  or  for a
substantial  part of the  property  or assets of the  Borrower  or, a  Principal
Subsidiary,  or (iii) the  winding-up  or  liquidation  of the  Borrower  or any
Principal Subsidiary; and such proceeding or petition shall continue undismissed
for 60 days or an order or decree  approving  or ordering  any of the  foregoing
shall be entered; or

     (G) Voluntary Bankruptcy; Appointment of Receiver; Etc. The Borrower or any
Principal  Subsidiary shall (i) voluntarily  commence any proceeding or file any
petition  seeking  relief  under  the  Bankruptcy  Code,  (ii)  consent  to  the
institution  of, or fail to  contest  in a timely and  appropriate  manner,  any
proceeding or the filing of any petition described in Subsection  6.1(F),  (iii)
apply for or consent  to the  appointment  of a  receiver,  trustee,  custodian,
sequestrator, conservator, or similar official for the Borrower or any Principal
Subsidiary or for a  substantial  part of the property or assets of the Borrower
or any  Principal  Subsidiary,  (iv)  file  an  answer  admitting  the  material
allegations  of a petition filed against it in any such  proceeding,  (v) make a
general  assignment for the benefit of creditors,  (vi) become unable,  admit in
writing its inability, or fail generally to pay its debts as they become due, or
(vii) take any action for the purpose of effecting any of the foregoing; or

     (H) Judgment and Attachments.  A judgment or order for the payment of money
in excess of $50,000,000 and having a Material  Adverse Effect shall be rendered
against the Borrower or any of its Subsidiaries and such judgment or order shall
continue  unsatisfied  (in the case of a money  judgment)  and in  effect  for a
period of 30 days during  which  execution  shall not be  effectively  stayed or
deferred (whether by action of a court, by agreement, or otherwise); or


                                       27
<PAGE>

     (I) ERISA; Pension Plans. A Plan shall fail to maintain the minimum funding
standard  required by Section 412(a) of the IRC for any plan year or a waiver of
such standard is sought or granted under Section  412(d),  or a Plan is or shall
have been terminated or the subject of termination  proceedings  under ERISA, or
the Borrower or an ERISA  Affiliate has incurred a liability to or on account of
a Plan under Section 4062,  4063,  4064, 4201 or 4204 of ERISA,  and there shall
result from any such event or events a Material Adverse Effect; or

     (J) Change in Control. There shall have occurred a Change in Control.

     6.2 Suspension of the Term Loan Commitment.  Upon the occurrence and during
the  continuation of any Default or Event of Default,  and without  limiting any
other right or remedy  hereunder,  each Lender,  without  notice or demand,  may
immediately  cease making  additional Loans and cause its obligation to lend its
Pro Rata Share of the Term Loan  Commitment to be suspended;  provided  that, in
the  case of a  Default,  if the  subject  condition  or  event  is cured to the
reasonable  satisfaction of the Requisite Lenders (unless otherwise  provided in
Subsection 9.2) or waived or removed by the Requisite  Lenders (unless otherwise
provided in  Subsection  9.2) within any  applicable  grace or cure period,  any
suspended portion of the Term Loan Commitment shall be reinstated.

     6.3 Acceleration.  Upon the occurrence of any Event of Default described in
the foregoing  Subsections  6.1(F) or 6.1(G), the unpaid principal amount of and
accrued  interest  and fees on the Term  Loan and all  other  Obligations  shall
automatically become immediately due and payable,  without presentment,  demand,
protest,  notice of  intent  to  accelerate,  notice  of  acceleration  or other
requirements  of any  kind,  all of which  are  hereby  expressly  waived by the
Borrower,  and the  obligations  of the  Lenders to make Loans  shall  thereupon
terminate.  Upon the occurrence and during the continuance of any other Event of
Default,  the  Administrative  Agent may, and upon  written  demand by Requisite
Lenders shall, by written notice to the Borrower,  declare all or any portion of
the Term Loan and all or some of the other Obligations to be, and the same shall
forthwith  become,  immediately due and payable  together with accrued  interest
thereon,  and upon such acceleration the obligations of the Administrative Agent
and the Lenders to make Loans shall thereupon terminate.

     6.4 Rights of Collection.  Upon the occurrence and during the  continuation
of any Event of Default and at any time thereafter,  unless and until such Event
of  Default  is  cured,  or  waived  or  removed  by  Requisite   Lenders,   the
Administrative  Agent may  exercise  on behalf of the Lenders all of their other
rights  and  remedies  under  this  Agreement,  the  other  Loan  Documents  and
Applicable Law, in order to satisfy all of the Obligations.

     6.5  Consents.   The  Borrower   acknowledges  that  certain   transactions
contemplated  by this Agreement and the other Loan Documents and certain actions
which may be taken by the Administrative Agent or the Lenders in the exercise of
their  respective  rights under this  Agreement and the other Loan Documents may
require the consent of a Governmental  Authority.  If the  Administrative  Agent
reasonably  determines that the consent of a Governmental  Authority is required
in  connection  with  the  execution,  delivery  and  performance  of any of the
aforesaid Loan Documents or any Loan Documents  delivered to the  Administrative
Agent or the Lenders in connection  therewith or as a result of any action which
may be taken pursuant  thereto,  then the Borrower,  at the Borrower's  cost and
expense,  agrees  to use  commercially  reasonable  efforts,  and to  cause  its
Subsidiaries  to use their  commercially  reasonable  efforts,  to  secure  such
consent and to cooperate  with the  Administrative  Agent and the Lenders in any
action  commenced  by the  Administrative  Agent or any  Lender to  secure  such
consent.


                                       28
<PAGE>

     6.6 Set Off and  Sharing  of  Payments.  In  addition  to any rights now or
hereafter  granted under applicable law and not by way of limitation of any such
rights,  during the  continuance of any Event of Default,  each Lender is hereby
authorized  by the Borrower at any time or from time to time,  to set off and to
apply any and all (A) balances held by such Lender at any of its offices for the
account of the Borrower (regardless of whether such balances are then due to the
Borrower), and (B) other property at any time held or owing by such Lender to or
for the credit or for the account of the Borrower, against and on account of any
of the  Obligations;  provided,  that no Lender  shall  exercise  any such right
without  the prior  written  consent  of the  Administrative  Agent.  Any Lender
exercising  a right to set off  shall,  to the extent the amount of any such set
off exceeds its Pro Rata Share of the amount set off, purchase for cash (and the
other Lenders shall sell)  interests in each such other  Lender's Pro Rata Share
of the  Obligations  as would be  necessary  to cause such  Lender to share such
excess  with each other  Lender in  accordance  with their  respective  Pro Rata
Shares.  The Borrower  agrees,  to the fullest extent permitted by law, that any
Lender may  exercise  its right to set off with  respect to amounts in excess of
its Pro Rata  Share of the  Obligations  and upon  doing so shall  deliver  such
excess  to the  Administrative  Agent  for the  benefit  of all the  Lenders  in
accordance  with their Pro Rata Shares;  provided,  that CoBank may exercise its
rights against any equity of CoBank held by the Borrower without  complying with
this Subsection 6.6.

     6.7  Application of Payments.  Subsequent to the  acceleration  of the Term
Loan  pursuant to  Subsection  6.3, all payments  received by the Lenders on the
Obligations and on the proceeds from the enforcement of the Obligations shall be
applied among the Administrative Agent and the Lenders as follows: first, to all
the  Administrative  Agent's and the  Lenders'  fees and  expenses  then due and
payable;  then to all other  expenses then due and payable by the Borrower under
the Loan Documents;  then to all indemnitee  obligations then due and payable by
the Borrower under the Loan  Documents;  then to all accrued and unpaid interest
on the Term Loan in accordance  with all such amounts due on the Term Loan; then
to the principal amount of the Term Loan; and then to any remaining  amounts due
under the  Obligations,  in that order  (provided,  such priority may be changed
with the consent of the Requisite Lenders).  Any remaining monies not applied as
provided  in this  Subsection  6.7 shall be paid to the  Borrower  or any Person
lawfully entitled thereto.

     6.8  Adjustments.  If any Lender (a "Benefited  Lender")  shall at any time
receive  any  payment  of all or part of its  Loans,  or  interest  thereon in a
greater  proportion  than any such payment  received by any other Lender  (other
than pursuant to Subsection 1.12(2)),  if any, in respect of such other Lender's
Loans, or interest thereon, such Benefited Lender shall, to the extent permitted
by Applicable Law, purchase for cash from the other Lenders such portion of each
such other Lender's  Loans as shall be necessary to cause such Benefited  Lender
to share the excess payment or benefits ratably with each Lender; provided, that
if all or any portion of such excess payment or benefits is thereafter recovered
from such Benefited Lender,  such purchase shall be rescinded,  and the purchase
price  and  benefits  returned  to the  extent  of such  recovery,  but  without
interest.  The  Borrower  agrees  that each  Lender so  purchasing  a portion of
another Lender's Loans may exercise all rights of payment  (including  rights of
set-off) with respect to such portion as fully as if such Lender were the direct
holder of such portion.  This Subsection 6.8 shall not apply to any action taken
by CoBank with respect to equity in it held by the Borrower.


                                       29
<PAGE>

                                   SECTION 7

                           CONDITIONS TO THE TERM LOAN

     The  obligations of each Lender to make its Pro Rata Share of the Term Loan
are subject to satisfaction of all of the applicable conditions set forth below.

     7.1 Conditions to the Term Loan. The obligations of the Lenders to make the
Term Loan are, in addition to the conditions  precedent  specified in Subsection
7.2,  subject to the  satisfaction  of each of the  following  conditions on the
Closing Date:

     (A) Executed Loan and Other  Documents.  (i) This Agreement,  (ii) any Note
requested by any Lender and (iii) all other documents,  financing statements and
instruments contemplated by such agreements, shall have been duly authorized and
executed by the Borrower or other Persons, as applicable,  in form and substance
reasonably  satisfactory to the  Administrative  Agent, and the Borrower or such
other  Persons,  as  applicable,   shall  have  delivered   sufficient  original
counterparts  thereof to the Administrative  Agent as the  Administrative  Agent
shall reasonably request.

     (B) Closing Certificates; Opinions.

     (1) Officer's  Certificate.  The Administrative Agent shall have received a
certificate from the chief executive  officer or chief financial  officer of the
Borrower,  in form and substance  reasonably  satisfactory to the Administrative
Agent,  confirming  compliance  with  the  conditions  precedent  set  forth  in
Subsections 7.2(B) and (C).

     (2)  Certificate  of Secretary of the Borrower.  The  Administrative  Agent
shall have received a certificate of the secretary or assistant secretary of the
Borrower  certifying  that  attached  thereto is a true and complete copy of the
articles of incorporation of the Borrower, and all amendments thereto, certified
as  of  a  recent  date  by  the  appropriate   Governmental  Authority  in  its
jurisdiction of incorporation  or organization,  that attached thereto is a true
and complete copy of the bylaws of the Borrower as in effect on the date of such
certification;  that  attached  thereto  is a  true  and  complete  copy  of the
resolutions  of  the  board  of  directors  of  the  Borrower,  authorizing  the
borrowings  contemplated hereunder,  the execution,  delivery and performance of
this  Agreement  and the other  Loan  Documents,  as  applicable;  and as to the
incumbency  and  genuineness  of the  signature  of each officer of the Borrower
executing Loan Documents.


                                       30
<PAGE>

     (3)  Certificates  of Good Standing.  The  Administrative  Agent shall have
received  certificates  as of a recent date of the good standing of the Borrower
and its Principal Subsidiaries under the laws of their respective  jurisdictions
of organization.

     (4) Opinions of Counsel.  The  Administrative  Agent shall have  received a
favorable  opinion of counsel to the  Borrower  addressed  to the Agents and the
Lenders  with  respect  to the  Borrower  and  the  Loan  Documents,  reasonably
satisfactory in form and substance to the Administrative Agent.

     (C) Consents.

     (1)  Governmental  and Third  Party  Approvals.  The  Borrower  shall  have
delivered to the Administrative  Agent all necessary  approvals,  authorizations
and consents, if any, of all Persons,  Governmental  Authorities,  including the
FCC and all applicable PUCs, and courts having  jurisdiction with respect to the
execution and delivery of this Agreement and the other Loan  Documents,  and all
such approvals  shall be in form and substance  reasonably  satisfactory  to the
Administrative Agent.

     (2) No Injunction, Etc. No action, proceeding, investigation, regulation or
legislation shall have been instituted or threatened in writing before,  nor any
adverse ruling received from, any Governmental Authority to enjoin,  restrain or
prohibit, or to obtain substantial damages in respect of, or which is related to
or arises out of this Agreement or the other Loan Documents or the  consummation
of the transactions  contemplated  hereby or thereby, or which, as determined by
the Administrative Agent in its reasonable discretion, would make it inadvisable
to consummate  the  transactions  contemplated  by this Agreement and such other
Loan Documents.

     (D) Fees, Expenses,  Etc. There shall have been paid by the Borrower to the
Administrative  Agent the fees and other  amounts  set  forth or  referenced  in
Subsection  1.4 due and payable on or prior to the Closing  Date,  to the extent
invoiced.

     (E)  Litigation,  Investigations,  Audits,  Etc.  There shall be no action,
suit,  proceeding or investigation  pending against, or, to the knowledge of the
Borrower,  threatened  against or in any other manner relating adversely to, the
Borrower  or any of its  respective  properties,  in any  court  or  before  any
arbitrator of any kind or before or by any Governmental Authority (including the
FCC),  except (i) such as affect the  telecommunications  industry  generally or
(ii) as disclosed in the  Borrower's  Annual  Report on Form 10-K for the fiscal
year ended  December  31,  2007,  that would  reasonably  be  expected to have a
Material Adverse Effect.

     7.2 Other  Conditions to the Term Loan.  The  obligations of the Lenders to
make the Term Loan on any date during the  Availability  Period (such date,  the
"Funding Date") is subject to the further conditions precedent set forth below.

     (A) The  Administrative  Agent shall have received,  in accordance with the
provisions of Subsection 1.3, a Notice of Borrowing requesting an advance of the
Term Loan.


                                       31
<PAGE>

     (B) The  representations  and  warranties  contained  in  Section 5 of this
Agreement  and  elsewhere  herein and in the Loan  Documents  shall be (and such
request by the Borrower for the Term Loan shall constitute a representation  and
warranty by the Borrower that such  representations  and  warranties  are) true,
correct and complete in all  material  respects on and as of the Funding Date to
the same extent as though made on and as of that date (except to the extent such
representations  and  warranties  expressly  relate to an earlier date, in which
case they shall be true,  correct and  complete in all  material  respects as of
such earlier date).

     (C) No event shall have occurred and be continuing or would result from the
consummation  of the borrowing  contemplated  that would  constitute an Event of
Default or a Default.

     (D) No order,  judgment or decree of any court,  arbitrator or Governmental
Authority  of  competent  jurisdiction  shall  purport to enjoin or restrain the
Lenders from making the Term Loan.

     (E) Since  December  31, 2007,  there shall not have  occurred any event or
condition  that has had or  would  reasonably  be  expected  to have a  Material
Adverse Effect.

     (F) All Loan Documents shall be in full force and effect.

                                   SECTION 8

                 ASSIGNMENT AND PARTICIPATION; AGENCY PROVISIONS

     8.1 Assignments and  Participations  in Loans and Notes.  (A) General.  The
provisions of this  Agreement  shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that the Borrower may not assign or otherwise  transfer any of its rights
or obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise  transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance with the
provisions of Subsection 8.1(B), (ii) by way of participation in accordance with
the provisions of Subsection  8.1(D), or (iii) by way of pledge or assignment of
a security  interest subject to the  restrictions of Subsection  8.1(F) (and any
other  attempted  assignment  or transfer by any party  hereto shall be null and
void).  Nothing in this Agreement,  expressed or implied,  shall be construed to
confer  upon  any  Person  (other  than the  parties  hereto,  their  respective
successors and assigns permitted hereby,  Participants to the extent provided in
Subsection 8.1(D) and, to the extent expressly  contemplated hereby, the Related
Parties  of each of the  Administrative  Agent  and the  Lenders)  any  legal or
equitable  right,  remedy or claim under or by reason of this Agreement.  In the
event  of an  assignment  pursuant  to this  Subsection  8.1,  if a new  Note is
requested  by the Person to which  interests  are to be  assigned,  the Borrower
shall,  upon  surrender  of the  assigning  Lender's  Note,  issue a new Note to
reflect the interests of the assigning  Lender and the Person to which interests
are to be  assigned.  Each  Lender may furnish any  information  concerning  the
Borrower and its Subsidiaries in the possession of that Lender from time to time
to   assignees   and   Participants   (including   prospective   assignees   and
Participants),  subject to the  provisions of Subsection  9.13.  Notwithstanding
anything  contained in this Agreement to the contrary,  so long as the Requisite
Lenders  shall remain  capable of making  LIBOR Loans,  no Person shall become a
"Lender"  hereunder  unless  such Person  shall also be capable of making  LIBOR
Loans.


                                       32
<PAGE>

     (B) Assignments by the Lenders. Any Lender may at any time assign to one or
more  assignees  all or a portion  of its  rights  and  obligations  under  this
Agreement  (including all or a portion of its Term Loan  Commitment and the Term
Loan at the time  owing to it);  provided  that  any  such  assignment  shall be
subject to the following conditions:

     (i) Minimum Amounts.

          (a)  in the case of an  assignment of the entire  remaining  amount of
               the assigning Lender's Pro Rata Share of the Term Loan Commitment
               and the Term  Loan at the  time  owing to it or in the case of an
               assignment  to a Lender,  an Affiliate of a Lender or an Approved
               Fund, no minimum amount need be assigned; and

          (b)  in  any  case  not  described  in  Subsection  8.1(B)(i)(a),  the
               aggregate  amount of the Term  Loan  Commitment  (which  for this
               purpose includes the Term Loan outstanding thereunder) or, if the
               Term  Loan  Commitment  is not  then  in  effect,  the  principal
               outstanding  balance  of the Term  Loan of the  assigning  Lender
               subject to each such  assignment  (determined  as of the date the
               Assignment  and  Assumption  with respect to such  assignment  is
               delivered to the Administrative  Agent or, if an "Effective Date"
               is  specified  in  the  Assignment  and  Assumption,  as  of  the
               Effective Date) shall not be less than $5,000,000, in the case of
               any assignment  unless each of the  Administrative  Agent and, so
               long as no Event of Default has occurred and is  continuing,  the
               Borrower   otherwise  consents  (each  such  consent  not  to  be
               unreasonably withheld or delayed).

     (ii) Proportionate  Amounts.  Each partial  assignment  shall be made as an
          assignment  of a  proportionate  part  of all the  assigning  Lender's
          rights and  obligations  under this Agreement with respect to the Term
          Loan or the Term Loan Commitment assigned.

     (iii) Required  Consents.  No consent shall be required for any  assignment
          except to the extent  required  by  Subsection  8.1(B)(i)(b)  and,  in
          addition:

          (a)  the consent of the Borrower (such consent not to be  unreasonably
               withheld  or delayed)  shall be  required  unless (x) an Event of
               Default  has  occurred  and is  continuing  at the  time  of such
               assignment or (y) such assignment is to a Lender, an Affiliate of
               a Lender or an Approved  Fund;  and provided that  assignments by
               CoBank to  institutions  chartered  under the Farm Credit  System
               shall not require written consent of the Borrower; and

          (b)  the consent of the  Administrative  Agent (such consent not to be
               unreasonably   withheld  or  delayed)   shall  be  required   for
               assignments  in  respect  of  the  Term  Loan  Facility  if  such
               assignment  is to a Person  that is not a Lender  with a Pro Rata
               Share of the Term Loan  Commitment or the Term Loan, an Affiliate
               of such Lender or an Approved Fund with respect to such Lender.

     (iv) Assignment  and  Assumption.  The  parties  to each  assignment  shall
          execute  and deliver to the  Administrative  Agent an  Assignment  and
          Assumption,  together with a processing and recordation fee of $3,500,
          and  the  assignee,  if it is  not a  Lender,  shall  deliver  to  the
          Administrative Agent an Administrative Questionnaire.


                                       33
<PAGE>

     (v)  No Assignment to the Borrower. No such assignment shall be made to the
          Borrower or any of the Borrower's Affiliates or Subsidiaries.

     (vi) No Assignment to Natural Persons.  No such assignment shall be made to
          a natural person.

     Subject to acceptance  and recording  thereof by the  Administrative  Agent
pursuant to Subsection  8.1(C),  from and after the effective  date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to this
Agreement  and, to the extent of the interest  assigned by such  Assignment  and
Assumption,  have the rights and  obligations of a Lender under this  Agreement,
and the  assigning  Lender  thereunder  shall,  to the  extent  of the  interest
assigned by such  Assignment and  Assumption,  be released from its  obligations
under this Agreement (and, in the case of an Assignment and Assumption  covering
all of the assigning Lender's rights and obligations under this Agreement,  such
Lender  shall cease to be a party  hereto) but shall  continue to be entitled to
the benefits of Subsections  1.4(D),  1.11,  1.13, 1.14, 9.1, 9.14 and 9.15 with
respect to facts and circumstances occurring prior to the effective date of such
assignment.  Any  assignment  or transfer  by a Lender of rights or  obligations
under this Agreement that does not comply with this  Subsection  8.1(B) shall be
treated  for  purposes  of  this  Agreement  as  a  sale  by  such  Lender  of a
participation  in such rights and  obligations  in  accordance  with  Subsection
8.1(D).

     (C) Register.  The Administrative  Agent, acting solely for this purpose as
an agent of the  Borrower,  shall  maintain  at one of its  offices  in  Denver,
Colorado a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Lenders,  and the Pro Rata
Share of the Term Loan  Commitment  of, and  principal  amounts of the Term Loan
owing  to,  each  Lender  pursuant  to the terms  hereof  from time to time (the
"Register").  The entries in the Register shall be conclusive, and the Borrower,
the  Administrative  Agent and the Lenders  may treat each Person  whose name is
recorded in the Register  pursuant to the terms hereof as a Lender hereunder for
all purposes of this  Agreement,  notwithstanding  notice to the  contrary.  The
Register  shall be available for  inspection by the Borrower and any Lender,  at
any reasonable time and from time to time upon reasonable prior notice.

     (D) Participations.  Any Lender may at any time, without the consent of, or
notice to, the Borrower or the Administrative  Agent, sell participations to any
Person  (other than a natural  person or the  Borrower or any of the  Borrower's
Affiliates or Subsidiaries)  (each, a "Participant") in all or a portion of such
Lender's  rights and/or  obligations  under this  Agreement  (including all or a
portion of its Pro Rata Share of the Term Loan Commitment and/or the Loans owing
to it);  provided that (i) such Lender's  obligations under this Agreement shall
remain unchanged,  (ii) such Lender shall remain solely responsible to the other
parties hereto for the  performance of such  obligations and (iii) the Borrower,
the  Administrative  Agent and the  Lenders  shall  continue  to deal solely and
directly  with  such  Lender  in  connection   with  such  Lender's  rights  and
obligations  under this  Agreement.  CoBank reserves the right to assign or sell
participations  in all or any  part of its  Pro  Rata  Share  of the  Term  Loan
Commitment and the term Loan on a non-patronage basis.


                                       34
<PAGE>

     Any  agreement  or  instrument  pursuant  to  which a Lender  sells  such a
participation  shall  provide  that such Lender  shall  retain the sole right to
enforce this Agreement and to approve any amendment,  modification  or waiver of
any provision of this Agreement;  provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in Subsection 9.2 relating to
amendments  requiring  unanimous  consent  of  the  Lenders  that  affects  such
Participant.  Subject  to  Subsection  8.1(E),  the  Borrower  agrees  that each
Participant shall be entitled to the benefits of Subsections 1.11, 1.13 and 1.14
to the same  extent as if it were a Lender  and had  acquired  its  interest  by
assignment  pursuant to Subsection  8.1(B). To the extent permitted by law, each
Participant  also shall be entitled to the benefits of Subsection  6.6 as though
it were a Lender,  provided such Participant  agrees to be subject to Subsection
6.6 as though it were a Lender.

     Any bank that is a member of the Farm Credit  System that (i) has purchased
a participation in the minimum amount of $5,000,000,  (ii) if the Administrative
Agent is other  than  CoBank,  has been  designated  by  written  notice  to the
Administrative  Agent as being  entitled  to be  accorded  the right of a voting
participant,  and (iii) receives the prior written consent of the Administrative
Agent (such consent being  required  only if the  Administrative  Agent is other
than CoBank) and of the Borrower  (such consent being  required only if no Event
of  Default  then  exists  and  is  continuing  and  only  as to  members  not a
Participant  as of the Closing  Date) to become a voting  Participant,  shall be
entitled  to  vote,  and the  voting  rights  of the  selling  Lender  shall  be
correspondingly  reduced, on a  dollar-for-dollar  basis, as if such participant
were a Lender,  on any  matter  requiring  or  allowing  a Lender to  provide or
withhold its consent, or to otherwise vote on any proposed action.

     (E)  Limitations  upon  Participant  Rights.  A  Participant  shall  not be
entitled to receive any greater  payment under  Subsections  1.11, 1.13 and 1.14
than the  applicable  Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation
to such  Participant  is made  with the  Borrower's  prior  written  consent.  A
Participant  that  would be a Foreign  Lender  if it were a Lender  shall not be
entitled to the benefits of  Subsection  1.13 unless the Borrower is notified of
the participation sold to such Participant and such Participant  agrees, for the
benefit of the Borrower,  to comply with Subsection  1.13(B) as though it were a
Lender.

     (F) Certain Pledges. Any Lender may at any time pledge or assign a security
interest  in all or any  portion of its rights  under this  Agreement  to secure
obligations  of such  Lender,  including  any  pledge  or  assignment  to secure
obligations  to a  Federal  Reserve  Bank;  provided  that  no  such  pledge  or
assignment  shall release such Lender from any of its  obligations  hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

     8.2 Agents.


                                       35
<PAGE>

     (A)  Appointment.  Each Lender hereby  irrevocably  appoints and authorizes
CoBank,  as the  Administrative  Agent and as the Lead  Arranger,  to act as the
Administrative Agent, and the Lead Arranger,  hereunder and under any other Loan
Document  with such powers as are  specifically  delegated  to such Agent by the
terms of this  Agreement and any other Loan  Document,  together with such other
powers  as are  reasonably  incidental  thereto.  The  Administrative  Agent  is
authorized  and  empowered  to amend,  modify or waive  any  provisions  of this
Agreement or the other Loan  Documents on behalf of the Lenders,  subject to the
requirement that the consent of certain Lenders or all Lenders,  as appropriate,
be obtained in certain  instances as provided in Subsections 8.3 and 9.2. CoBank
hereby  agrees  to act as the  Administrative  Agent on the  express  conditions
contained in this  Subsection  8.2. The  provisions of this  Subsection  8.2 are
solely for the benefit of the Agents and the  Lenders,  and the  Borrower  shall
have no rights as a third party beneficiary of any of the provisions  hereof. In
performing its functions and duties under this  Agreement,  the Agents shall act
solely as the Administrative Agent, or the Lead Arranger, as applicable,  of the
Lenders and no Agent shall  assume or be deemed to have  assumed any  obligation
toward  or  relationship  of  agency or trust  with or for the  Borrower  or its
respective  Affiliates.  Each Agent may  execute  any of its  duties  under this
Agreement or any other Loan Document by or through  agents or  attorneys-in-fact
and shall not be  responsible  for the negligence or misconduct of any agents or
attorneys-in-fact that it selects with reasonable care.

     (B) Nature of Duties.  The duties of the  Agents  shall be  mechanical  and
administrative  in  nature.  None of the  Agents  shall  have by  reason of this
Agreement a  fiduciary  relationship  in respect of any Lender.  Nothing in this
Agreement or any of the Loan  Documents,  express or implied,  is intended to or
shall be construed to impose upon the Agents any  obligations in respect of this
Agreement or any of the Loan  Documents  except as expressly set forth herein or
therein.  Each Lender expressly  acknowledges that none of the Agents nor any of
their respective officers,  directors,  employees, agents,  attorneys-in-fact or
Affiliates have made any representation or warranty to it and that no act by any
Agent or any such Person hereafter taken, including any review of the affairs of
the Borrower,  shall be deemed to constitute any  representation  or warranty by
any Agent to any Lender. Each Lender represents to the Administrative Agent that
(i) it has,  independently  and  without  reliance  upon the Agents or any other
Lender and based on such documents and information as it has deemed appropriate,
made  its own  appraisal  of and  investigation  into the  business,  prospects,
operations,  properties,  financial and other condition and  creditworthiness of
the Borrower and made its own decision to enter into this  Agreement  and extend
credit to the Borrower  hereunder,  and (ii) it will,  independently and without
reliance  upon the Agents or any other  Lender and based on such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit  analysis,  appraisals  and  decisions  in  taking or not  taking  action
hereunder and under the other Loan Documents and to make such  investigation  as
it deems necessary to inform itself as to the business,  prospects,  operations,
properties,  financial and other condition and creditworthiness of the Borrower.
The  Agents  shall  have no duty or  responsibility,  either  initially  or on a
continuing  basis,  to provide any Lender  with any credit or other  information
with respect thereto (other than as expressly required herein).  If either Agent
seeks the  consent or approval  of any Lender to the taking or  refraining  from
taking of any action  hereunder,  then such Agent shall send  notice  thereof to
each  Lender.  Each  Agent  shall  promptly  notify  each  Lender  any time that
Requisite  Lenders  have  instructed  such Agent to act or refrain  from  acting
pursuant hereto.


                                       36
<PAGE>

     (C)  Rights,  Exculpation,  Etc.  Each  of  the  Agents,  their  respective
Affiliates and any of their or their Affiliates' respective officers, directors,
employees, agents or attorneys-in-fact shall not be liable to any Lender for any
action taken or omitted by them hereunder or under any of the Loan Documents, or
in  connection  herewith or  therewith,  except  that each such entity  shall be
liable  with  respect  to  its  own  gross  negligence,  bad  faith  or  willful
misconduct.  No Agent shall be liable for any  apportionment  or distribution of
payments made by it in good faith and if any such  apportionment or distribution
is subsequently  determined to have been made in error, the sole recourse of any
Lender to whom  payment  was due but not made  shall be to  recover  from  other
Lenders any payment in excess of the amount to which they are  determined  to be
entitled (and such other Lenders  hereby agree to return to such Lender any such
erroneous  payments  received by them).  In performing  its functions and duties
hereunder,  each Agent  shall  exercise  the same care which it would in dealing
with loans for its own account,  but the Agents shall not be  responsible to any
Lender for any recitals, statements, representations or warranties herein or for
the   execution,    effectiveness,    genuineness,   validity,   enforceability,
collectibility  or sufficiency of this Agreement or any of the Loan Documents or
the transactions  contemplated  thereby,  or for the financial  condition of the
Borrower.  Each Agent may at any time request instructions from the Lenders with
respect to any actions or approvals  which by the terms of this  Agreement or of
any of the Loan  Documents  such Agent is  permitted  or  required to take or to
grant,  and if such  instructions  are promptly  requested,  such Agent shall be
absolutely  entitled  to  refrain  from  taking any  action or to  withhold  any
approval  and shall not be under any  liability  whatsoever  to any  Person  for
refraining  from any action or  withholding  any approval  under any of the Loan
Documents (i) if such action or omission  would,  in the  reasonable  opinion of
such Agent, violate any Applicable Law or any provision of this Agreement or any
other Loan Document, or (ii) until it shall have received such instructions from
Requisite  Lenders or all of the Lenders,  as applicable.  Without  limiting the
foregoing,  no Lender shall have any right of action  whatsoever  against either
Agent as a result of such Agent  acting or  refraining  from  acting  under this
Agreement,  the Notes, or any of the other Loan Documents in accordance with the
instructions  of  Requisite  Lenders,  except in  connection  with its own gross
negligence, bad faith or willful misconduct.

     (D)  Reliance.  Each Agent shall be  entitled  to rely,  and shall be fully
protected   in  relying,   upon  any  written  or  oral   notices,   statements,
certificates,  orders  or other  documents  or any  telephone  message  or other
communication  (including any writing,  telex, telecopy or telegram) believed by
it in good faith to be genuine and correct and to have been signed, sent or made
by the  proper  Person,  and with  respect  to all  matters  pertaining  to this
Agreement or any of the Loan  Documents and its duties  hereunder or thereunder,
upon  advice of  counsel  selected  by it in  connection  with the  preparation,
negotiation,  execution,  delivery,  administration,   amendment,  modification,
waiver or  enforcement  (whether  through  negotiations,  legal  proceedings  or
otherwise) of, or legal advice in respect of rights or  responsibilities  under,
this Agreement or any of the other Loan Documents.

     (E)  Indemnification.  The Lenders will  reimburse and indemnify each Agent
and their  respective  Affiliates  and their  Affiliates'  officers,  directors,
employees, agents, and attorneys-in-fact (collectively,  "Representatives"),  on
demand (to the extent not actually  reimbursed under Subsection 9.1, but without
limiting the  obligations  of the Borrower  under such  Subsection  9.1) for and
against  any and  all  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses  (including,  without limitation,
attorneys' fees and expenses),  advances or  disbursements of any kind or nature
whatsoever  which may be imposed on, incurred by, or asserted  against any Agent
or their respective Representatives (i) in any way relating to or arising out of
this  Agreement  or any of the Loan  Documents or any action taken or omitted by
such  Agent  or its  Representatives  under  this  Agreement  or any of the Loan
Documents, and (ii) in connection with the preparation,  negotiation, execution,
delivery,   administration,   amendment,  modification,  waiver  or  enforcement
(whether  through  negotiations,  legal  proceedings  or otherwise) of, or legal
advice in respect of rights or responsibilities  under, this Agreement or any of
the  other  Loan  Documents  in  proportion  to each  Lender's  Pro Rata  Share;
provided,  that no Lender  shall be liable for any portion of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses,   advances  or  disbursements  resulting  from  such  Agent's  or  its
Representatives'  gross  negligence,  bad faith or  willful  misconduct.  If any
indemnity  furnished to any Agent or their  respective  Representatives  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.  The
obligations  of the  Lenders  under this  Subsection  8.2(E)  shall  survive the
payment in full of the Obligations and the termination of this Agreement.


                                       37
<PAGE>

     (F) The  Administrative  Agent  and the Lead  Arranger  Individually.  With
respect to its obligations under the Term Loan Commitment, the Loans made by it,
and the  Notes  issued  to it,  each of the  Administrative  Agent  and the Lead
Arranger shall have and may exercise the same rights and powers hereunder and is
subject to the same  obligations  and liabilities as and to the extent set forth
herein for any other Lender.  The terms "Lenders" or "Requisite  Lenders" or any
similar terms shall,  unless the context clearly  otherwise  indicates,  include
each of the  Administrative  Agent  and the  Lead  Arranger,  in its  individual
capacity  as a  Lender  or  as  one  of  the  Requisite  Lenders.  Each  of  the
Administrative  Agent and the Lead  Arranger  may lend money to,  and  generally
engage in any kind of banking,  trust or other business with, the Borrower as if
it were not acting as an Agent pursuant hereto.

     (G) Notice of  Default.  No Agent  shall be  required  to make any  inquiry
concerning either the performance or observance of any of the terms,  provisions
or  conditions of this  Agreement or any of the Loan  Documents or the financial
condition  of the  Borrower  or any of its  Subsidiaries,  or the  existence  or
possible existence of any Default or Event of Default.  No Agent shall be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
unless  such Agent shall have  received  written  notice from the  Borrower or a
Lender referring to this Agreement,  describing such Default or Event of Default
and  stating  that such  notice is a "notice of  default."  In the event that an
Agent receives such a notice, such Agent will give notice thereof to the Lenders
as soon as reasonably  practicable;  provided,  that if any such notice has also
been furnished to the Lenders, such Agent shall have no obligation to notify the
Lenders with respect thereto.  The Agents shall (subject to this Subsection 8.2)
take such  action  with  respect  to such  Default  or Event of Default as shall
reasonably be directed by Requisite Lenders; provided, further, that, unless and
until the Agents shall have received such directions,  the Agents may (but shall
not be obligated to) take such action, or refrain from taking such action,  with
respect to such Default or Event of Default as they shall deem  advisable and in
the best interests of the Lenders.

     (H) Successor Agents.

     (1)  Resignation.  Any Agent may  resign  from the  performance  of all its
agency functions and duties hereunder at any time by giving at least 30 Business
Days' prior  written  notice to the Borrower and the Lenders.  Such  resignation
shall take  effect  upon the  acceptance  by a  successor  Agent of  appointment
pursuant to clause (2) below or as otherwise provided below.


                                       38
<PAGE>

     (2) Appointment of Successor.  Upon any such notice of resignation pursuant
to clause  (1)  above,  Requisite  Lenders  shall (and if no Event of Default or
Default shall have occurred and be  continuing,  upon receipt of the  Borrower's
prior consent,  which shall not be unreasonably  withheld),  appoint a successor
Agent from among the Lenders or another  financial  institution.  If a successor
Agent  shall  not have been so  appointed  within  the 30  Business  Day  period
referred  to in  Subsection  8(H)(1),  the  retiring  Agent,  upon notice to the
Borrower,  shall then appoint a successor Agent from among the Lenders who shall
serve as Agent until such time,  if any, as Requisite  Lenders,  upon receipt of
the  Borrower's  prior written  consent (if required under the first sentence of
this paragraph),  which shall not be unreasonably withheld,  appoint a successor
Agent as provided above.

     (3) Successor Agent.  Upon the acceptance of any appointment as Agent under
the Loan Documents by a successor  Agent,  such successor  Agent shall thereupon
succeed to and become vested with all the rights, powers,  privileges and duties
of the retiring  Agent,  and the  retiring  Agent shall be  discharged  from its
duties and  obligations  under the Loan  Documents.  After any retiring  Agent's
resignation as Agent under the Loan Documents, the provisions of this Subsection
8.2 shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under the Loan Documents.

     8.3 Amendments, Consents and Waivers for Certain Actions.

     (1)  Except  as  otherwise  provided  in  this  Agreement  (including  this
Subsection  8.3 and Subsection  9.2) or any other Loan Document,  the consent of
Requisite Lenders and the Borrower will be required to amend, modify, terminate,
or waive any provision of this Agreement or any of the other Loan Documents.

     (2) In the event either Agent requests the consent of a Lender and does not
receive a written  consent or denial thereof within ten Business Days after such
Lender's receipt of such request, then such Lender will be deemed to have denied
the giving of such consent.

     8.4  Disbursement  of Funds.  The  Administrative  Agent shall  advise each
Lender by telephone or telecopy of the amount of such Lender's Pro Rata Share of
any Loan  requested by the Borrower no later than 11:00 a.m.  (Denver,  Colorado
time)  at least  two  Business  Days  immediately  preceding  the  Funding  Date
applicable  thereto (in the case of LIBOR Loans),  otherwise on the Business Day
immediately  preceding the Funding Date applicable thereto, and each such Lender
shall  pay the  Administrative  Agent  such  Lender's  Pro  Rata  Share  of such
requested  Loan,  in same day  funds,  by wire  transfer  to the  Administrative
Agent's  account  by no later  than 1:00 p.m.  (Denver,  Colorado  time) on such
Funding  Date.  If any  Lender  fails to pay the  amount  of its Pro Rata  Share
forthwith upon the Administrative Agent's demand, the Administrative Agent shall
promptly notify the Borrower, and the Administrative Agent shall disburse to the
Borrower,  by wire transfer of immediately available funds, that portion of such
Loan as to which the Administrative Agent has received funds. In such event, the
Administrative  Agent  may,  on behalf  of any  Lender  not  timely  paying  the
Administrative  Agent,  disburse  funds to the  Borrower  for  Loans  requested,
subject to the provisions of Subsection 8.5(B). Each such Lender shall reimburse
the Administrative  Agent on demand for all funds disbursed on its behalf by the
Administrative  Agent.  Nothing  in this  Subsection  8.4 or  elsewhere  in this
Agreement or the other Loan  Documents,  including the  provisions of Subsection
8.5, shall be deemed to require the  Administrative  Agent (or any other Lender)
to  advance  funds on behalf of any Lender or to  relieve  any  Lender  from its
obligation to fulfill its commitments  hereunder or to prejudice any rights that
the Administrative Agent or the Borrower may have against any Lender as a result
of any default by such Lender hereunder.


                                       39
<PAGE>

     8.5 Disbursements of Advances; Payments.

     (A) Pro Rata  Treatment;  Application.  Upon receipt by the  Administrative
Agent of each payment from the  Borrower  hereunder,  other than as described in
the succeeding  sentence,  the  Administrative  Agent shall promptly credit each
Lender's account with its Pro Rata Share of such payment in accordance with such
Lender's  Pro Rata Share and shall  promptly  wire  advice of the amount of such
credit to each  Lender.  Each  payment to the  Administrative  Agent of its fees
shall be made in like manner, but for the account of the Administrative Agent.

     (B) Availability of Lender's Pro Rata Share.

     (1) Unless the Administrative  Agent has been notified by a Lender prior to
a Funding Date of such Lender's  intention not to fund its Pro Rata Share of the
Loan amount requested by the Borrower,  and the  Administrative  Agent has given
notice pursuant to Subsection 8.4, the Administrative Agent may assume that such
Lender  will make  such  amount  available  to the  Administrative  Agent on the
Funding  Date.  If  such  amount  is  not,  in  fact,   made  available  to  the
Administrative  Agent by such  Lender  when due,  and the  Administrative  Agent
disburses  funds to the Borrower on behalf of such  Lender,  such Lender and the
Borrower  severally  agree to repay  such  amount to the  Administrative  Agent,
without set-off, counterclaim or deduction of any kind, with interest thereon at
the rate per annum then applicable to such Loan.

     (2) Nothing contained in this Subsection 8.5(B) will be deemed to relieve a
Lender of its  obligation to fulfill its  commitments or to prejudice any rights
the  Administrative  Agent or the  Borrower  may have  against  such Lender as a
result of a default by such Lender under this Agreement.

     (C) Return of Payments.

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

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


                                       40
<PAGE>

                                   SECTION 9

                                  MISCELLANEOUS

     9.1 Indemnities. The Borrower agrees to indemnify, pay, and hold each Agent
and each Lender and their  respective  Affiliates and the  respective  officers,
directors,  employees,  agents,  and  attorneys of each Agent,  Lender and their
respective Affiliates (the "Indemnitees")  harmless from and against any and all
liabilities,  obligations,  losses  (including  reasonable fees of attorneys and
consultants),  damages,  penalties,  actions, judgments, suits and claims of any
kind or nature  whatsoever  that may be imposed  on,  incurred  by, or  asserted
against the  Indemnitee  as a result of each Agent and each Lender being a party
to this  Agreement or otherwise in connection  with this  Agreement,  any of the
other Loan Documents or any of the transactions  contemplated hereby or thereby;
provided,  that the Borrower shall have no obligation to an Indemnitee hereunder
with  respect  to  liabilities  arising  from the gross  negligence  or  willful
misconduct  of that  Indemnitee,  in each such case as determined by a final non
appealable  judgment of a court of competent  jurisdiction.  This Subsection 9.1
and all  indemnification  provisions  contained  within any other Loan  Document
shall survive the termination of this Agreement.

     9.2  Amendments  and  Waivers.  Except as  otherwise  provided  herein,  no
amendment,  modification,  termination  or  waiver  of  any  provision  of  this
Agreement,  the Notes or any of the other  Loan  Documents,  or  consent  to any
departure by the Borrower therefrom,  shall in any event be effective unless the
same shall be in writing and signed by the  Borrower and the  Requisite  Lenders
(or the  Administrative  Agent, if expressly set forth herein, in any Note or in
any other Loan Document); provided, that, notwithstanding any other provision of
this  Agreement  to the  contrary  and  except,  with  respect to an assignee or
assignor  hereunder,  to the extent  permitted by any applicable  Assignment and
Assumption, no amendment,  modification,  termination or waiver shall, unless in
writing and signed by the Borrower and all the Lenders affected thereby,  do any
of the  following:  (i)  increase  any  Lender's Pro Rata Share of the Term Loan
Commitment  or the Term Loan or change a pro rata  payment of any  Lender;  (ii)
reduce the principal of, rate of interest on or fees payable with respect to the
Term Loan made by such  Lender;  (iii)  extend  the Term Loan  Maturity  Date or
extend any other fixed date on which any  Obligation is to be paid;  (iv) change
the  percentage of the Lenders which shall be required for the Lenders or any of
them to take any action hereunder; (v) amend or waive this Subsection 9.2 or the
definitions of the terms used in this  Subsection 9.2 insofar as the definitions
affect the substance of this  Subsection 9.2; or (vi) consent to the assignment,
delegation  or  other  transfer  by  the  Borrower  of any  of  its  rights  and
obligations under any Loan Document;  and provided,  further, that no amendment,
modification,  termination  or  waiver  affecting  the  rights  or duties of the
Administrative  Agent under any Loan  Document  shall in any event be effective,
unless in writing  and signed by the  Administrative  Agent in  addition  to the
Lenders required hereinabove to take such action. Each amendment,  modification,
termination or waiver shall be effective  only in the specific  instance and for
the  specific  purpose  for  which it was  given.  No  amendment,  modification,
termination  or waiver  shall be required for the  Administrative  Agent to take
additional collateral pursuant to any Loan Document. No amendment, modification,
termination  or waiver of any  provision of any Note shall be effective  without
the written  concurrence  of the holder of that Note.  No notice to or demand on
the Borrower or any other Person in any case shall  entitle the Borrower or such
Person  to  any  other  or  further   notice  or  demand  in  similar  or  other
circumstances.  Any  amendment,  modification,  termination,  waiver or  consent
effected  in  accordance  with this  Subsection  9.2 shall be binding  upon each
holder of the Notes at the time outstanding and each future holder of the Notes.


                                       41
<PAGE>

     9.3 Notices. Any required notice or other communication shall be in writing
addressed  to the  respective  party as set forth  below  and may be  personally
delivered,  telecopied,  sent by overnight courier service or U.S. mail (except,
to the extent that the Borrower  and the  Administrative  Agent shall  expressly
agree,  specified  notices and  communications  may be delivered or furnished by
electronic   communications   (including  emails  and  internet  communications)
pursuant to  procedures  agreed to between the Borrower  and the  Administrative
Agent) and shall be deemed to have been given: (i) if delivered in person,  when
delivered;  (ii) if  delivered  by  telecopy,  on the  date of  transmission  if
transmitted  on a Business  Day before  2:00 p.m.  (Denver,  Colorado  time) and
otherwise on the Business Day next succeeding the date of  transmission;  (c) if
delivered by overnight courier,  two days after delivery to the courier properly
addressed;  or (d) if delivered by U.S.  mail,  four Business Days after deposit
with postage prepaid and proper address.

         Notices shall be addressed as follows:

         If to the Borrower:        Citizens Communications Company
                                    3 High Ridge Park
                                    Stamford, CT 06905
                                    Attn: Treasurer
                                    Fax: (203) 614-4602

         With a copy to:            Citizens Communications Company
                                    3 High Ridge Park
                                    Stamford, CT 06905
                                    Attn: General Counsel
                                    Fax: (203) 614-4651

         If to a Lender
         or any Agent:              To the address  set forth on the  signature
                                    page  hereto or in the  applicable
                                    Assignment and Assumption

     9.4 Failure or Indulgence Not Waiver;  Remedies  Cumulative.  No failure or
delay on the part of any  Agent  or any  Lender  to  exercise,  nor any  partial
exercise  of, any power,  right or  privilege  hereunder or under any other Loan
Documents  shall impair such power,  right, or privilege or be construed to be a
waiver of any  Default or Event of  Default.  All rights and  remedies  existing
hereunder or under any other Loan  Document are  cumulative to and not exclusive
of any rights or remedies otherwise available.


                                       42
<PAGE>

     9.5 Marshaling;  Payments Set Aside. Neither any Agent nor any Lender shall
be under any  obligation  to marshal  any assets in payment of any or all of the
Obligations.  To the  extent  that  the  Borrower  or  any  other  Person  makes
payment(s) or the  Administrative  Agent  enforces its Liens or any Agent or any
Lender  exercises its right of set-off,  and such  payment(s) or the proceeds of
such  enforcement  or  set-off  is  subsequently  invalidated,  declared  to  be
fraudulent  or  preferential,  set  aside,  or  required  to be repaid by anyone
(whether by demand, litigation,  settlement or otherwise), then to the extent of
such  recovery,  the  Obligations  or part  thereof  originally  intended  to be
satisfied,  and all Liens,  rights and remedies  therefor,  shall be revived and
continued  in full force and effect as if such payment had not been made or such
enforcement or set-off had not occurred.

     9.6 Severability.  The invalidity,  illegality,  or unenforceability in any
jurisdiction  of any  provision  under the Loan  Documents  shall not  affect or
impair the  remaining  provisions  in the Loan  Documents  or any such  invalid,
unenforceable  or  illegal  provision  in any  jurisdiction  in  which it is not
invalid, unenforceable or illegal.

     9.7 The Lenders'  Obligations  Several;  Independent Nature of the Lenders'
Rights.  The obligation of each Lender hereunder is several and not joint and no
Lender shall be responsible for the obligation or commitment of any other Lender
hereunder.  In the event that any Lender at any time  should fail to make a Loan
as herein provided,  the Lenders, or any of them, at their sole option, may make
the Loan that was to have been made by the  Lender so failing to make such Loan.
Nothing  contained in any Loan  Document and no action taken by any Agent or any
Lender  pursuant  hereto or thereto shall be deemed to constitute the Lenders to
be 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.

     9.8  Headings.  Section and  Subsection  headings are  included  herein for
convenience  of reference only and shall not constitute a part of this Agreement
for any other purposes or be given substantive effect.

     9.9  Applicable  Law.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY AND SHALL BE
CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE STATE OF
COLORADO,  WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES  THAT REQUIRE OR PERMIT
APPLICATION OF THE LAWS OF ANY OTHER STATE OR JURISDICTION.

     9.10 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
except that the Borrower  may not assign its  respective  rights or  obligations
hereunder without the written consent of all the Lenders.

     9.11 No Fiduciary  Relationship.  No provision in the Loan Documents and no
course of dealing  between the parties  shall be deemed to create any  fiduciary
duty owing to the Borrower or its Subsidiaries or Affiliates by any Agent or any
Lender.

     9.12   Construction.   Each  of  the  Agents,   Lenders  and  the  Borrower
acknowledges  that each of them has had the benefit of legal  counsel of its own
choice and has been afforded an  opportunity  to review the Loan  Documents with
its legal counsel and that the Loan Documents shall be constructed as if jointly
drafted by each of the Agents, Lenders and the Borrower.


                                       43
<PAGE>

     9.13  Confidentiality.  The  Agents  and the  Lenders  agree  to  hold  any
confidential  information  sufficiently  identified  as  being  confidential  or
proprietary  that they may receive  from or on behalf of the  Borrower or any of
its  Subsidiaries   pursuant  to  this  Agreement  in  confidence,   except  for
disclosure:  (i) on a confidential  basis,  to directors,  officers,  employees,
agents or legal counsel,  independent  public accountants and other professional
advisors  of the  Agents  or the  Lenders  or  their  respective  Affiliates  in
connection  with  the  transactions  contemplated  hereby;  (ii)  to  regulatory
officials having jurisdiction over the Agents or the Lenders or their Affiliates
as required by such  officials;  (iii) as  required by  Applicable  Law or legal
process;  (iv) in  connection  with any legal  proceeding  between  or among the
Agents or the Lenders and the Borrower or its  Subsidiaries  (provided  that, in
the  event  the  Agents  or  the  Lenders  are  so  required  to  disclose  such
confidential  information  pursuant to clauses (iii) or (iv) of this  Subsection
9.13,  the Agents or the Lenders  shall  promptly  notify the  Borrower  (unless
legally  prohibited  from  so  doing),  so  that  the  Borrower  or  any  of its
Subsidiaries  may seek,  at their sole cost and expense,  a protective  order or
other  appropriate  remedy);  or (v) to  another  Person  in  connection  with a
disposition  or  proposed  disposition  to  that  Person  of all or part of that
Lender's interests hereunder or a participation  interest in its Pro Rata Share,
provided that such disclosure is made subject to an appropriate  confidentiality
agreement on terms  substantially  similar to this Subsection 9.13. For purposes
of  the  foregoing,   "confidential  information"  shall  mean  all  information
respecting  the  Borrower  or  its  Subsidiaries,  other  than  (A)  information
previously  filed by the Borrower or its respective  Affiliates or  Subsidiaries
with any  Governmental  Authority and available to the public or otherwise  made
available  to  third  parties  on  a  non-confidential  basis,  (B)  information
previously  published in any public medium from a source other than, directly or
indirectly,  the Agents or the Lenders in violation of this  Subsection 9.13 and
(C) information  obtained by the Agents or the Lenders from a source independent
of the  Borrower  or its  Subsidiaries.  The  obligations  of the Agents and the
Lenders  under this  Subsection  9.13 shall  survive  the payment in full of the
Obligations and the termination of this Agreement.

     9.14  Consent  to  Jurisdiction  and  Service of  Process.  (A) EACH OF THE
BORROWER,  THE  AGENTS  AND  THE  LENDERS  HEREBY  IRREVOCABLY  SUBMITS  TO  THE
NON-EXCLUSIVE  JURISDICTION OF ANY UNITED STATES FEDERAL COURT OR STATE COURT IN
THE STATE OF COLORADO,  HAVING  SUBJECT MATTER  JURISDICTION  OVER ANY ACTION OR
PROCEEDING  ARISING  OUT OF OR  RELATING  TO ANY  LOAN  DOCUMENTS.  EACH  OF THE
BORROWER,  THE AGENTS AND THE LENDERS HEREBY  IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER  HAVE AS TO
THE VENUE OF ANY SUCH SUIT,  ACTION OR  PROCEEDING  BROUGHT  IN ANY SUCH  COURT,
PERSONAL  JURISDICTION  OF ANY SUCH COURT OR THAT SUCH COURT IS AN  INCONVENIENT
FORUM.  NOTHING  HEREIN  SHALL  LIMIT  THE  RIGHT OF ANY  PARTY  HERETO TO BRING
PROCEEDINGS  AGAINST  ANY  OTHER  PARTY  HERETO  IN  THE  COURTS  OF  ANY  OTHER
JURISDICTION.


                                       44
<PAGE>

     (B) EACH OF THE  BORROWER,  THE AGENTS AND THE LENDERS  HEREBY  AGREES THAT
SERVICE OF THE SUMMONS AND  COMPLAINT  AND ALL OTHER PROCESS WHICH MAY BE SERVED
IN ANY SUCH SUIT,  ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING BY REGISTERED
MAIL, RETURN RECEIPT REQUESTED, A COPY OF SUCH PROCESS TO THE BORROWER, AN AGENT
OR A LENDER AT THE ADDRESS TO WHICH NOTICES TO THE BORROWER, SUCH AGENT AND SUCH
LENDER ARE THEN TO BE SENT PURSUANT TO SUBSECTION 9.3 AND THAT PERSONAL  SERVICE
OF PROCESS SHALL NOT BE REQUIRED.  NOTHING HEREIN SHALL BE CONSTRUED TO PROHIBIT
SERVICE OF PROCESS BY ANY OTHER METHOD PERMITTED BY LAW.

     9.15 Waiver of Jury Trial. EACH OF THE BORROWER, THE AGENTS AND THE LENDERS
HEREBY  WAIVE THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION  BASED  UPON OR  ARISING  OUT OF THIS  AGREEMENT,  ANY OF THE OTHER  LOAN
DOCUMENTS,  OR ANY DEALINGS BETWEEN OR AMONG THEM RELATING TO THE SUBJECT MATTER
OF THIS LOAN TRANSACTION AND ANY RELATIONSHIP  THAT IS BEING  ESTABLISHED  AMONG
ANY OF THEM. THE SCOPE OF THIS WAIVER IS INTENDED TO BE  ALL-ENCOMPASSING OF ANY
AND ALL  DISPUTES  THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS,  BREACH OF DUTY CLAIMS,  AND ALL OTHER COMMON LAW AND STATUTORY  CLAIMS.
EACH OF THE BORROWER, THE AGENTS AND THE LENDERS ACKNOWLEDGE THAT THIS WAIVER IS
A  MATERIAL  INDUCEMENT  TO ENTER INTO A  BUSINESS  RELATIONSHIP,  THAT EACH HAS
ALREADY  RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL
CONTINUE TO RELY ON THE WAIVER IN THEIR  RELATED  FUTURE  DEALINGS.  EACH OF THE
BORROWER,  AGENTS AND THE LENDERS  FURTHER  WARRANT AND REPRESENT  THAT EACH HAS
REVIEWED  THIS  WAIVER  WITH ITS  LEGAL  COUNSEL,  AND THAT EACH  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,  AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS,
RENEWALS,  SUPPLEMENTS OR MODIFICATIONS  TO THE LOAN DOCUMENTS,  OR TO ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS. IN THE EVENT OF LITIGATION,  THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. EACH OF THE
BORROWER,  THE AGENTS AND THE LENDERS  ALSO WAIVE ANY BOND OR SURETY OR SECURITY
UPON SUCH BOND WHICH MIGHT,  BUT FOR THIS WAIVER,  BE REQUIRED OF EACH AGENT AND
EACH LENDER.

     9.16  Survival  of  Warranties  and  Certain  Agreements.  All  agreements,
representations  and  warranties  made herein shall  survive the  execution  and
delivery  of this  Agreement,  the making of the Loans,  and the  execution  and
delivery of the Notes.  Notwithstanding anything in this Agreement or implied by
law to the contrary,  the  agreements  of the Borrower set forth in  Subsections
1.4(D),  1.11,  1.14,  9.1, 9.9, 9.14 and 9.15 and the agreements of the Lenders
set forth in Subsection 8.2(E) (together with any other Sections and Subsections
stated  herein to so  survive)  shall  survive  the payment of the Loans and the
termination of this Agreement;  provided,  however, that the Borrower shall have
no payment  obligation under  Subsections 1.11 or 1.14 after termination of this
Agreement  unless notice of such obligation  pursuant to Subsection 1.11 or 1.14
was delivered to the Borrower prior to termination of this Agreement.


                                       45
<PAGE>

     9.17  Entire  Agreement.  This  Agreement,  the Notes  and the  other  Loan
Documents  referred  to herein  embody the  final,  entire  agreement  among the
parties  hereto  and  supersede  any  and  all  prior  commitments,  agreements,
representations,  understandings,  whether  oral  or  written,  relating  to the
subject  matter  hereof and may not be  contradicted  or varied by  evidence  of
prior,  contemporaneous  or subsequent  oral  agreements or  discussions  of the
parties hereto.

     9.18  Counterparts;  Effectiveness.  This  Agreement  and  any  amendments,
waivers,  consents or supplements  may be executed in any number of counterparts
and by different parties hereto in separate counterparts,  each of which when so
executed  and  delivered  shall  be  deemed  an  original,   but  all  of  which
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.

     9.19 Patriot Act. The Lenders hereby notify  Borrower and its  Subsidiaries
that pursuant to the  requirements  of the USA PATRIOT Act (Title III of Pub. L.
107-56  (signed  into law  October  26,  2001)) (the  "Patriot  Act"),  they are
required  to obtain,  verify  and record  information  that  identifies  each of
Borrower and its Subsidiaries,  which information  includes the name and address
of such  entity and other  information  that will allow the  Lenders to identify
such in accordance  with the Patriot Act. Each of Borrower and its  Subsidiaries
shall provide to the extent commercially  reasonable,  such information and take
such other actions as are reasonably  requested by any Lender in order to assist
such Lender in maintaining compliance with the Patriot Act.

                                   SECTION 10

                                   DEFINITIONS

     10.1  Certain  Defined  Terms.  The  terms  defined  below are used in this
Agreement  as so defined.  Terms  defined in the  preamble  and recitals to this
Agreement are used in this Agreement as so defined.

     "Adjustment  Date"  means  each date  which is the  Business  Day after the
receipt by the Administrative Agent of each Compliance  Certificate delivered by
the Borrower pursuant to Subsection 4.2(C) and related financial statements.

     "Administrative  Agent" means CoBank in its capacity as the  Administrative
Agent for the Lenders under this  Agreement and each of the other Loan Documents
and any successor in such capacity appointed pursuant to Subsection 8.2.

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


                                       46
<PAGE>

     "Affiliate"  means, when used with respect to a specified  Person,  another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

     "Agent" and "Agents" mean,  respectively,  each of the Administrative Agent
and the Lead Arranger and,  collectively,  the Administrative Agent and the Lead
Arranger.

     "Agreement"  means this  Credit  Agreement  (including  all  schedules  and
exhibits hereto), as amended, modified, supplemented, extended and restated from
time to time as permitted herein.

     "Applicable  Law"  means,  in  respect of any  Person,  all  provisions  of
constitutions, statutes, rules, regulations and orders of governmental bodies or
regulatory  agencies  applicable to such Person,  including  the  Licenses,  the
Communications  Act and all  Environmental  Laws,  and  all  orders,  decisions,
judgments and decrees of all courts and arbitrators in proceedings or actions to
which the Person in question is a party or by which it is bound.

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

     "Asset   Exchange"   shall  mean  the   exchange   or  other   transfer  of
telecommunications  assets  between or among the Borrower and another  Person or
other   Persons  in   connection   with  which  the  Borrower   would   transfer
telecommunications  assets and/or other property in consideration of the receipt
of  telecommunications  assets and/or other property  having a fair market value
substantially  equivalent to those transferred by the Borrower (as determined in
good faith by the Borrower's  Board of  Directors);  provided that the principal
value of the assets being  transferred  to the Borrower  shall be represented by
telecommunications assets.

     "Assignment and Assumption" means an assignment and assumption entered into
by a Lender  and an  Eligible  Assignee  (with the  consent  of any party  whose
consent is required by Subsection 8.1) and accepted by the Administrative Agent,
in  substantially  the form of Exhibit 10.1(A) or any other form approved by the
Administrative Agent.

     "Availability  Period" the period commencing on the Closing Date and ending
at 12:00 noon (Denver, Colorado time) on the earlier to occur of (a) the Funding
Date on which the Term Loan  Commitment has been advanced in full and (b) May 9,
2008.

     "Bankruptcy  Code"  means  Title  11 of the  United  States  Code  entitled
"Bankruptcy,"  as  amended  from  time  to time  or any  applicable  bankruptcy,
insolvency or other similar  federal or state law now or hereafter in effect and
all rules and regulations promulgated thereunder.

     "Base Rate" means, a variable rate of interest per annum equal, on any day,
to the rate of interest published on such day in the Eastern Edition of The Wall
Street  Journal as the average prime lending rate for 75% of the United  States'
30 largest  commercial  banks,  or if the  Eastern  Edition  of The Wall  Street
Journal or such rate is not published on such day,  such rate as last  published
in the  Eastern  Edition of The Wall  Street  Journal.  In the event the Eastern
Edition of The Wall Street Journal ceases to publish such rate or an equivalent,
the term "Base Rate" shall be  determined  by reference to such other  regularly
published  prime  rate  based  upon  any  averaging  of  such 30  banks,  as the
Administrative Agent shall determine, or if no such published average prime rate
is  available,  then the term "Base Rate" shall mean a variable rate of interest
per annum as determined by the Administrative  Agent equal to the highest of the
"prime rate," "reference rate," "base rate" or other similar rate announced from
time to time by any money  center bank as selected by the  Administrative  Agent
(with the  understanding  that any such rate may merely be a reference  rate and
may not  necessarily  represent the lowest or best rate actually  charged to any
customer by such bank). Any change in Base Rate shall be automatic,  without the
necessity of notice being provided to the Borrower or any of its Subsidiaries.


                                       47
<PAGE>

     "Base Rate Loans" means Loans accruing  interest at the rate  determined by
reference to the Base Rate.

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

     "Budget"  means,  for the Borrower and its  Subsidiaries  on a consolidated
basis,  forecasted;  (i) balance sheets; (ii) profit and loss statements;  (iii)
cash flow  statements;  (iv)  operating  budget;  and (v)  capital  budget,  all
prepared  on  a  consistent  basis  with  the  Borrower's  historical  financial
statements,  together  with  appropriate  supporting  details and a statement of
underlying assumptions.  The Budget represents and will represent as of the date
thereof  the good faith  estimate  of the  Borrower  and its  senior  management
concerning the most probable course of its business.

     "Business  Day" means (i) for all purposes  other than as covered by clause
(ii)  below,  any day  excluding  Saturday,  Sunday and any day which is a legal
holiday  under the laws of the  State of  Colorado  or New York,  or is a day on
which banking institutions located in such state are closed or which the Federal
Reserve Banks are closed, and (ii) with respect to all notices,  determinations,
fundings and payments in connection with LIBOR Loans, any day that is a Business
Day  described  in clause  (a) above and that is also a day for  trading  by and
between banks in U.S. dollar deposits in the applicable interbank LIBOR market.

     "Calculation  Period" means each period  commencing on each Adjustment Date
and ending on the day preceding each subsequent Adjustment Date.

     "Capital  Lease  Obligations"  of any Person means the  obligations of such
Person to pay rent or other  amounts  under  any lease of (or other  arrangement
conveying the right to use) real or personal property, or a combination thereof,
which  obligations  are required to be  classified  and accounted for as capital
leases on a balance  sheet of such Person  under GAAP and,  for the  purposes of
this  Agreement,  the  amount  of such  obligations  at any  time  shall  be the
capitalized amount thereof at such time determined in accordance with GAAP.

     "Change in Control" means the  occurrence of any of the following:  (a) any
Person or group (within the meaning of Rule 13d-5 of the Securities and Exchange
Commission  as in effect on the date hereof)  shall own directly or  indirectly,
beneficially  or of record,  shares  representing  50% or more of the  aggregate
ordinary voting power represented by the issued and outstanding capital stock of
the  Borrower;  or (b) a majority of the seats (other than vacant  seats) on the
board of  directors  of the  Borrower  shall at any time have been  occupied  by
Persons  who were  neither  (i)  nominated  by the  board of  directors  (or any
committee  thereof)  of  the  Borrower,  nor  (ii)  appointed  by  directors  so
nominated;  or (c) any Person or group shall  otherwise  directly or  indirectly
Control the Borrower.


                                       48
<PAGE>

     "Closing Date" means the date of this Agreement.

     "Communications  Act" means the  Communications Act of 1934, as amended and
any similar or successor  federal statute,  and the rules and regulations of the
FCC thereunder, all as the same may be in effect from time to time.

     "Communications  System"  means  a  land-line  telephone  system,  a  cable
television  system,  a cellular mobile radio telephone  system,  a long distance
telecommunications  system or a PCS System, and shall include a microwave system
or a paging system  operated in connection with (and in the same general service
area as) any of the foregoing systems.

     "Consolidated Net Worth" shall mean, as at any date of  determination,  the
consolidated   stockholders'   equity  of  the  Borrower  and  its  consolidated
Subsidiaries,  including  redeemable  preferred  securities where the redemption
date  occurs  after  the  Term  Loan  Maturity  Date,   mandatorily   redeemable
convertible  preferred  securities,  mandatorily  convertible  Indebtedness  (or
Indebtedness  subject to  mandatory  forward  purchase  contracts  for equity or
similar   securities)  and  minority  equity  interests  in  other  persons,  as
determined on a consolidated basis in conformity with GAAP consistently applied.

     "Consolidated  Tangible  Assets" of any Person  shall mean total  assets of
such Person and its  consolidated  Subsidiaries,  determined  on a  consolidated
basis,  less  goodwill,  patents,  trademarks  and other  assets  classified  as
intangible assets in accordance with GAAP.

     "Control" shall mean the possession,  directly or indirectly,  of the power
to direct or cause the  direction  of the  management  or  policies of a Person,
whether  through the ownership of voting  securities,  by contract or otherwise,
and "Controlling" and "Controlled" shall have meanings correlative thereto.

     "Default" means a condition or event that, after notice or lapse of time or
both,  would  constitute an Event of Default if that condition or event were not
cured or removed within any applicable grace or cure period.

     "EBITDA"  means,  for the  period  of  calculation,  the sum of (a) (i) net
income  or  deficit,  as  the  case  may  be  (excluding   extraordinary  gains,
extraordinary  non-cash losses,  the write up of any assets, any gain or loss on
the sale of  assets),  (ii)  total  interest  expense,  (iii)  depreciation  and
amortization  expense,  (iv) dividends on preferred stock, (v) accrued income or
franchise  taxes,  federal  state  or  local  (whether  paid  or  accrued  as  a
liability),  and (vi)  losses  attributable  to minority  interests,  investment
losses and  non-recurring  charges for severance,  restructuring and acquisition
costs, minus (b) the sum of (I) investment income,  (II) interest income,  (III)
dividend and patronage  income,  (IV) income from  unconsolidated  subsidiaries,
partnerships and joint ventures, and (V) other income (not otherwise included in
clauses (I), (II),  (III) and (IV)); in all cases in clauses (a) and (b) only to
the extent  otherwise  included in  calculating  net income or deficit.  For any
period of  calculation,  EBITDA shall be adjusted to give effect to any Material
Transaction  during the period of  calculation  as if such Material  Transaction
occurred on the first day of such period of calculation.


                                       49
<PAGE>

     "Eligible  Assignee" means (a) a Lender,  (b) an Affiliate of a Lender, (c)
an  Approved  Fund,  and (d) any other  Person  (other  than a  natural  person)
approved by (i) the Administrative  Agent, and (ii) unless a Default or an Event
of Default has occurred and is continuing,  the Borrower (each such approval not
to be  unreasonably  withheld or delayed);  provided  that  notwithstanding  the
foregoing,  "Eligible  Assignee"  shall not include  the  Borrower or any of the
Borrower's Affiliates or Subsidiaries.

     "Environmental  Laws"  means  all  national,  federal,  state,  provincial,
municipal  or local laws,  statutes,  ordinances,  orders,  judgments,  decrees,
injunctions,   writs,  policies  and  guidelines  (having  the  force  of  law),
directives,  approvals, notices, rules and regulations and other applicable laws
relating to environmental or occupational  health and safety matters,  including
those relating to the Release or threatened Release of Specified  Substances and
to the generation,  use, storage or transportation of Specified Substances, each
as in effect as of the date of determination.

     "ERISA" means the Employee  Retirement  Income Security Act of 1974, as the
same may be amended from time to time, and the  regulations  promulgated and the
rulings issued thereunder.

     "ERISA  Affiliate"  shall  mean  each  trade or  business  (whether  or not
incorporated)  which  together with the Borrower or a Subsidiary of the Borrower
would be  deemed  to be a  "single  employer"  within  the  meaning  of  Section
4001(b)(l) of ERISA.

     "ERISA Event" means,  with respect to the Borrower,  any ERISA Affiliate or
any Pension  Plan,  the  occurrence  of any of the  following:  (a) a Reportable
Event;  (b) a  withdrawal  by a  substantial  employer  (as  defined  in Section
4001(a)(12)  of ERISA)  subject  to Section  4063 of ERISA;  (c) the filing of a
notice of intent  to  terminate  a Pension  Plan  under  4041 of ERISA;  (d) the
treatment  of an  amendment  of a Pension  Plan as a  termination  under 4041 of
ERISA;  (e) the  termination  of a  Multi-employer  Plan under  Section 4041A of
ERISA;  (f) the  commencement  of proceedings by the PBGC to terminate a Pension
Plan under 4042 of ERISA; or (g) an event or condition which could reasonably be
expected to constitute  grounds under Section 4042 of ERISA for the  termination
of, or the appointment of a trustee to administer, a Pension Plan.

     "FCC" means the Federal Communications  Commission, or any other similar or
successor agency of the federal government administering the Communications Act.

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

     "GAAP"  means  United  States  generally  accepted  accounting  principles,
applied on a consistent basis.

     "Governmental  Approvals" means all  authorizations,  consents,  approvals,
licenses and exemptions of,  registrations and filings with, and reports to, all
Governmental Authorities.


                                       50
<PAGE>

     "Governmental  Authority"  means  any  nation,  province,  or  state or any
political subdivision of any of the foregoing,  and any government or any Person
exercising executive, legislative,  regulatory or administrative functions of or
pertaining to government,  and any  corporation or other entity  exercising such
functions owned or controlled,  through stock or capital ownership or otherwise,
by any of the foregoing, including the FCC and any PUC.

     "Guarantee"  means,  as  to  any  Person,  any  obligation,  contingent  or
otherwise,  of such  Person  guaranteeing  or  having  the  economic  effect  of
guaranteeing  any  Indebtedness  or other  obligation  payable or performable by
another  Person  (the  "primary  obligor")  in any manner,  whether  directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply  funds for the  purchase or payment of)
such  Indebtedness  or other  obligation,  (ii) to purchase  or lease  property,
securities  or services  for the  purpose of assuring  the obligee in respect of
such  Indebtedness  or other  obligation of the payment or  performance  of such
Indebtedness or other  obligation,  (iii) to maintain  working  capital,  equity
capital or any other  financial  statement  condition  or  liquidity or level of
income or cash flow of the primary  obligor so as to enable the primary  obligor
to pay such  Indebtedness  or other  obligation,  or (iv)  entered  into for the
purpose  of  assuring  in any  other  manner  the  obligee  in  respect  of such
Indebtedness  or other  obligation of the payment or  performance  thereof or to
protect such obligee against loss in respect thereof (in whole or in part).  The
amount of any  Guarantee  shall be deemed to be an amount equal to the stated or
determinable  amount of the related primary  obligation,  or portion thereof, in
respect of which such Guarantee is made or, if not stated or  determinable,  the
maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing  Person  in  good  faith.  The  term  "Guarantee"  as a verb  has a
corresponding meaning.

     "Guaranty  Agreement"  means,  collectively,  each  Guarantee  executed and
delivered pursuant to Subsection 3.7.

     "Indebtedness,"  of any Person  shall mean,  without  duplication,  (a) all
obligations  of such Person for  borrowed  money or with  respect to deposits or
advances of any kind (other than customer  deposits made in the ordinary  course
of business), (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar  instruments,  (c) all  obligations  of such  Person upon which
interest charges are customarily  paid, (d) all obligations of such Person under
conditional  sale or other title  retention  agreements  relating to property or
assets  purchased by such Person,  (e) all  obligations of such Person issued or
assumed  as the  deferred  purchase  price  of  property  or  services,  (f) all
Indebtedness of others secured by (or for which the holder of such  Indebtedness
has an existing  right,  contingent or otherwise,  to be secured by) any Lien on
property  owned or  acquired  by such  Person,  whether  or not the  obligations
secured  thereby have been assumed,  (g) all Capital Lease  Obligations  of such
Person,  (h) all obligations of such Person in respect of Swap Contracts (except
to  the  extent  such  obligations  are  used  as a bona  fide  hedge  of  other
Indebtedness  of such Person),  (i) all obligations of such Person as an account
party in respect of letters of credit and  bankers'  acceptances  (except to the
extent  any such  obligations  are  incurred  in  support  of other  obligations
constituting  Indebtedness  of  such  Person  and  other  than,  to  the  extent
reimbursed if drawn, letters of credit in support of ordinary course performance
obligations),  (j)  obligations  under  partnership,   organizational  or  other
agreements to fund capital  contributions  or other equity calls with respect to
any Person or investment, or to redeem, repurchase or otherwise make payments in
respect  to  capital  stock  or other  securities  of such  Person,  and (k) all
Guarantees of such Person in respect of any of the foregoing; provided, however,
that the term  Indebtedness  shall not include  endorsements  for  collection or
deposit, in either case in the ordinary course of business.


                                       51
<PAGE>

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

     "Lead Arranger" means CoBank in its capacity as Lead Arranger.

     "LIBOR"  means for each  applicable  Interest  Period,  a fixed annual rate
equal to: (a) the rate of interest  determined  by the  Administrative  Agent at
which  deposits in U.S.  dollars for the  relevant  Interest  Period are offered
based on information  presented by the Telerate Service as quoted by the British
Bankers  Association as of 11:00 a.m.  (London time) on the day which is two (2)
Business Days prior to the first day of such Interest Period,  provided, that in
the event British  Bankers  Association  ceases to provide such  quotations  (as
determined by the  Administrative  Agent),  then the  Administrative  Agent will
notify the Borrower  and the  Administrative  Agent and the Borrower  will agree
upon a substitute basis for obtaining such  quotations,  divided by (b) a number
equal  to 1.0  minus  the  aggregate  (but  without  duplication)  of the  rates
(expressed as a decimal  fraction) of reserve  requirements in effect on the day
which is two Business Days prior to the  beginning of such  Interest  Period for
Eurocurrency  funding  (currently  referred to as "Eurocurrency  Liabilities" in
Regulation D of such Board) which are required to be maintained by a member bank
of  the  Federal  Reserve  System   (including,   without   limitation,   basic,
supplemental, marginal and emergency reserves under any regulations of the Board
of  Governors  of the Federal  Reserve  System or other  Governmental  Authority
having  jurisdiction  with  respect  thereto,  as now and  from  time to time in
effect);  such  rate  to be  rounded  upward  to  the  next  whole  multiple  of
one-sixteenth of one percent (0.0625%).

     "LIBOR  Loans"  means  Loans  accruing  interest  at  rates  determined  by
reference to the LIBOR.

     "LIBOR  Margin"  means  the  applicable  percent  per annum  determined  in
accordance with Subsection 1.2(B).

     "Licenses"  shall  mean  any  landline   telephone,   cellular   telephone,
microwave,  personal  communications  or  other  telecommunications  or  similar
license, authorization,  waiver, certificate of compliance,  franchise, approval
or  permit,  whether  for the  acquisition,  construction  or  operation  of any
Communications System, granted or issued by the FCC, any applicable PUC or other
Governmental authority and held by the Borrower or any of its Subsidiaries.

     "Lien" means,  with respect to any asset, (a) any mortgage,  deed of trust,
lien, pledge, encumbrance, charge, or security interest in or on such asset, (b)
the  interest  of a vendor or a lessor  under any  conditional  sale  agreement,
capital lease,  or title retention  agreement  relating to such asset and (c) in
the case of securities,  any purchase option,  call, or similar right of a third
party with respect to such securities.

     "Loan"  or  "Loans"  means an  advance  or  advances  under  the Term  Loan
Commitment.


                                       52
<PAGE>

     "Loan Documents" means this Agreement,  the Notes, any Security  Documents,
and Guaranty  Agreement,  and all other  instruments,  documents and  agreements
executed and delivered  concurrently herewith or at any time hereafter to or for
the benefit of the Agents or the Lenders in connection  with the Loans and other
transactions   contemplated  by  this  Agreement,  all  as  amended,   modified,
supplemented, extended or restated from time to time.

     "Margin Regulations" shall mean Regulations T, U and X of the Board.

     "Material  Adverse Effect" means a material adverse effect on the business,
assets, operations, financial condition or results of operations of the Borrower
and its Subsidiaries taken as a whole.

     "Material  Transaction"  means any  acquisition or disposition  outside the
ordinary course of business of any property or assets that (x) constitute assets
comprising all or substantially all of an operating unit of a business or equity
interests of a Person  representing  a majority of the ordinary  voting power or
economic  interests in such Person that are  represented by all its  outstanding
capital stock and (y) involves aggregate consideration in excess of $50,000,000.

     "Multi-employer  Plan"  means a  Multi-employer  plan as defined in Section
4001(a)(3)  of ERISA to which the  Borrower  or any ERISA  Affiliate  makes,  is
making,  made,  or was at any time  during the current  year or the  immediately
preceding 6 years obligated to make contributions.

     "Note" or "Notes" means one or more of the Term Loan Notes.

     "Obligations" means all obligations,  liabilities and indebtedness of every
nature of the Borrower  under the Loan  Documents  from time to time owed to the
Administrative  Agent and any  Lender,  including  the  principal  amount of all
debts, claims and indebtedness, accrued and unpaid interest, and all fees, costs
and expenses hereunder, whether primary, secondary, direct, contingent, fixed or
otherwise,  heretofore, now or from time to time hereafter owing, due or payable
or any  combination  thereof  whether before or after the filing of a proceeding
under the Bankruptcy Code by or against the Borrower or any of its Subsidiaries.

     "PBGC"  means the  Pension  Benefit  Guaranty  Corporation  referred to and
defined in ERISA.

     "Pension  Plan" means a pension  plan (as defined in Section 3(2) of ERISA)
subject to Title IV of ERISA which the Borrower or an ERISA Affiliate  sponsors,
maintains,   or  to  which  it  makes,  is  making,  or  is  obligated  to  make
contributions or, in the case of a Multi-employer  Plan, has made  contributions
at any time during the current year or the immediately preceding six plan years.

     "Person"  means  and  includes  natural  persons,   corporations,   limited
liability  companies,  limited  partnerships,  limited  liability  partnerships,
general  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 governments and agencies and
political  subdivisions  thereof and their respective  permitted  successors and
assigns  (or in the case of a  governmental  person,  the  successor  functional
equivalent of such Person).


                                       53
<PAGE>

     "Plan" means an employee benefit plan (as defined in Section 3(3) of ERISA)
which the Borrower or an ERISA  Affiliate  sponsors or maintains or to which the
Borrower  or an ERISA  Affiliate  makes,  is  making,  or is  obligated  to make
contributions and includes any Pension Plan.

     "Principal  Subsidiaries" shall mean any Subsidiary of the Borrower,  whose
Consolidated  Tangible  Assets  comprise  in excess  of 25% of the  Consolidated
Tangible Assets of the Borrower and its consolidated Subsidiaries as of the date
hereof or at any time hereafter.

     "Pro Rata  Share"  means (i) prior to the  advance  of the Term  Loan,  the
percentage  obtained by dividing (a) the  commitment  of a Lender under the Term
Loan  Commitment by (b) the Term Loan  Commitment  and (ii) after the advance of
the Term Loan, the percentage  obtained by dividing (a) the amount of a Lender's
outstanding advances related to the Term Loan by (b) the aggregate amount of all
outstanding advances related to the Term Loan.

     "PUC" means any state,  provincial or other local regulatory agency or body
that  exercises  jurisdiction  over the  rates  or  services  or the  ownership,
construction or operation of any Communications  System or over Persons who own,
construct  or  operate a  Communications  System,  in each case by reason of the
nature or type of the business  subject to  regulation  and not pursuant to laws
and regulations of general  applicability to Persons conducting  business in any
such jurisdiction.

     "Regulation  D" means  Regulation  D of the  Board as from  time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulation  T" means  Regulation  T of the  Board as from  time to time in
effect and all official rulings and interpretations thereunder or thereof

     "Regulation  U" means  Regulation  U of the  Board as from  time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulation  X" means  Regulation  X of the  Board as from  time to time in
effect and all official rulings and interpretations thereunder or thereof.

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

     "Release" means any spilling, emitting, discharging,  depositing, escaping,
leaching,  dumping or other  releasing,  including the movement of any Specified
Substance  through the air, soil,  surface water,  groundwater or property,  and
when used as a verb has a like meaning.

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

     "Requisite Lenders" means at least two Lenders (to the extent more than one
Lender holds any of the Term Loan Commitment or the outstanding principal amount
of the Term Loan) who have in the aggregate Pro Rata Shares greater than 50.00%.


                                       54
<PAGE>

     "Restricted  Payment" means any dividend or other distribution  (whether in
cash,  securities or other  property) with respect to any capital stock or other
equity  interest of the Borrower or any Subsidiary,  or any payment  (whether in
cash,  securities  or other  property),  including  any sinking  fund or similar
deposit,  on  account  of the  purchase,  redemption,  retirement,  acquisition,
cancellation or termination of any such capital stock or other equity  interest,
or on account of any return of capital to the Borrower's stockholders.

     "Securitization  Transaction" means (a) any transfer of accounts receivable
or interests  therein (i) to a trust,  partnership,  corporation or other entity
(other than a Subsidiary),  which transfer or pledge is funded by such entity in
whole  or in part  by the  issuance  to one or  more  lenders  or  investors  of
indebtedness or other securities that are to receive  payments  principally from
the cash flow derived  from such  accounts  receivable  or interests in accounts
receivable, or (ii) directly to one or more investors or other purchasers (other
than  any  Subsidiary),  or (b) any  transaction  in  which  the  Borrower  or a
Subsidiary  incurs  Indebtedness   secured  principally  by  Liens  on  accounts
receivable.  The "amount" of any  Securitization  Transaction shall be deemed at
any time to be (A) in the case of a  transaction  described in clause (a) of the
preceding sentence,  the aggregate uncollected amount of the accounts receivable
transferred  pursuant  to  such  Securitization  Transaction,  net of  any  such
accounts receivable that have been written off as uncollectible,  and (B) in the
case of a  transaction  described in clause (b) of the preceding  sentence,  the
aggregate  outstanding  principal amount of the Indebtedness secured by Liens on
accounts receivable Incurred pursuant to such Securitization Transaction.

     "Security Documents" means, collectively,  each security agreement or other
instrument  or  document  executed  and  delivered  pursuant  to the  proviso to
Subsection  3.1  or  the  proviso  to  Subsection  3.2  to  secure  any  of  the
Obligations.

     "Specified Substance" means (i) any chemical, material or substance defined
as or included in the definition of "hazardous substances",  "hazardous wastes",
"hazardous materials", "extremely hazardous waste", "restricted hazardous waste"
or  "toxic   substances"  or  words  of  similar  import  under  any  applicable
Environmental  Laws;  (ii) any (A) oil,  natural  gas,  petroleum  or  petroleum
derived  substance,  any  drilling  fluids,  produced  waters  and other  wastes
associated with the exploration, development or production of crude oil, natural
gas or geothermal fluid, any flammable substances or explosives, any radioactive
materials, any hazardous wastes or substances, any toxic wastes or substances or
(B) other  materials or  pollutants  that,  in the case of both (A) and (B), (1)
pose a hazard to the property of the Borrower or any of its  Subsidiaries or any
part  thereof or to persons on or about such  property or to any other  property
that may be affected by the Release of such  materials or  pollutants  from such
property  or any part  thereof or to persons on or about such other  property or
(2) cause  such  property  or such  other  property  to be in  violation  of any
Environmental Law; (iii) asbestos,  urea formaldehyde foam insulation,  toluene,
polychlorinated biphenyls and any electrical equipment which contains any oil or
dielectric fluid  containing  levels of  polychlorinated  biphenyls in excess of
fifty parts per million, and (iv) any sound, vibration, heat, radiation or other
form of energy and any other chemical, material or substance,  exposure to which
is prohibited, limited or regulated by any Governmental Authority.

     "Subsidiary"  means,  with respect to any Person (herein referred to as the
"parent"), any corporation,  partnership,  association, or other business entity
(a) of which securities or other ownership interests  representing more than 50%
of the equity or more than 50% of the ordinary  voting power or more than 50% of
the general  partnership  interests are, at the time any  determination is being
made, owned, controlled, or held by the parent, or (b) which is, at the time any
determination  is  made,  otherwise  Controlled  by the  parent  or one or  more
subsidiaries of the parent or by the parent and one or more  subsidiaries of the
parent.  Unless  otherwise  indicated,  all  references  in  this  Agreement  to
"Subsidiaries" shall be construed as references to Subsidiaries of the Borrower.


                                       55
<PAGE>

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

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

     "Term Loan" means any Loan under the Term Loan Commitment.

     "Term Loan Commitment" means $135,000,000.

     "Term Loan Facility"  means the term loan credit  facility  extended to the
Borrower pursuant to Subsection 1.1(A).

     "Term Loan Maturity Date" means the earlier of (i) the  acceleration of the
Obligations pursuant to Subsection 6.3 or (ii) December 31, 2013.

     "Term Loan Note" or "Term Loan Notes" means one or more of the notes of the
Borrower  substantially  in the  form of  Exhibit  10.1(B),  or any  combination
thereof, and any replacements,  restatements, renewals or extensions of any such
notes, in whole or in part.

     "Total  Indebtedness" means, as of any date, the aggregate principal amount
of Indebtedness of the Borrower and its consolidated Subsidiaries outstanding as
of such date, in the amount and only to the extent that such Indebtedness  would
be reflected on a balance sheet prepared as of such date on a consolidated basis
in accordance  with GAAP,  minus the amount of the cash and cash  equivalents of
the Borrower and its  consolidated  Subsidiaries  in excess of $50,000,000  that
would be reflected on such balance sheet.


                                       56
<PAGE>

     "Total Leverage Ratio" means, with respect to any fiscal quarter, as of the
date ending such fiscal quarter,  the ratio of (a) Total Indebtedness as of such
fiscal  quarter  end to (b) EBITDA,  for the four  consecutive  fiscal  quarters
immediately prior to such fiscal quarter end (including such fiscal quarter).

     10.2   Other   Definitional    Provisions.    References   to   "Sections,"
"Subsections,"  "Exhibits" and  "Schedules"  shall be to Sections,  Subsections,
Exhibits  and  Schedules,  respectively,  of  this  Agreement  unless  otherwise
specifically  provided.  Any of the terms defined in Subsection 10.1 may, unless
the context otherwise requires,  be used in the singular or the plural depending
on the reference.  In this Agreement,  "hereof," "herein," "hereto," "hereunder"
and the like mean and refer to this  Agreement  as a whole and not merely to the
specific  section,  paragraph or clause in which the  respective  word  appears;
words  importing any gender  include the other  gender;  references to "writing"
include printing,  typing, lithography and other means of reproducing words in a
tangible visible form; the words "including,"  "includes" and "include" shall be
deemed  to  be  followed  by  the  words  "without  limitation";  references  to
agreements  and  other  contractual  instruments  shall  be  deemed  to  include
subsequent amendments, assignments, and other modifications thereto, but only to
the  extent  such  amendments,  assignments  and  other  modifications  are  not
prohibited by the terms of this Agreement or any other Loan Document; references
to Persons include their respective  permitted successors and assigns or, in the
case of governmental  Persons,  Persons  succeeding to the relevant functions of
such  Persons;  and all  references  to statutes and related  regulations  shall
include any amendments of same and any successor statutes and regulations.


                                       57
<PAGE>


     Witness the due execution hereof by the respective duly authorized officers
of the undersigned as of the date first written above.


                                     CITIZENS COMMUNICATIONS COMPANY,
                                     as the Borrower



                                     By:  /s/ Donald R. Shassian
                                        ----------------------------------
                                           Donald R. Shassian
                                           Chief Financial Officer








                    [Signatures Continued on Following Page]



<PAGE>


                    [Signatures Continued from Previous Page]






Commitments and Commitment              COBANK, ACB, as the Administrative
Percentages as set  forth on            Agent, the Lead Arranger and a Lender
Schedule 10.1(A) attached hereto.
----------------

                                        By:  /s/ Gary Franke
                                            -------------------------------
                                              Gary Franke
                                              Vice President

                                        Address: CoBank, ACB
                                        5500 South Quebec Street
                                        Greenwood Village, Colorado 80111
                                        Attn:  Gary Franke
                                        Fax:   770-618-3202
                                        Email:  gfranke@cobank.com
                                                ------------------

                                        With a copy to:

                                        Address: CoBank, ACB
                                        5500 South Quebec Street
                                        Greenwood Village, Colorado 80111
                                        Attn:  Communications and Energy
                                                Banking Group
                                        Fax: (303) 694-5967
                                        Email:  syndications@cobank.com
                                                -----------------------




<PAGE>




Commitments and Commitment              UNION BANK OF CALIFORNIA,
Percentages as set forth on             N.A., as a Lender
Schedule 10.1(A) attached hereto.
----------------
                                        By:   /s/ Richard Vian
                                              --------------------------
                                               Richard Vian
                                               Vice President

                                         Address: Union Bank of California, N.A.
                                         445 So Figueroa Street
                                         Los Angeles, California 90071
                                         Attn:  Richard Vian
                                         Fax:   213-236-5747
                                         Email:  richard.vian@uboc.com
                                                 ---------------------

                                         With a copy to:

                                         Address: Union Bank of California, N.A.
                                         Commercial Loan Operations
                                         1980 Saturn Street
                                         Monterey Park, California 91754
                                         Attn:  Commercial Loan Operations
                                         Supervisor
                                         Fax: (323) 720-2252
                                         Email:  #clo_synd@uboc.com
                                                          ---------