<PAGE>   1
                                                                    EXHIBIT 10.5





                                                                  CONFORMED COPY



                          CREDIT AND GUARANTY AGREEMENT

                          DATED AS OF OCTOBER 31, 2000

                                      AMONG

              GABRIEL COMMUNICATIONS FINANCE COMPANY, AS BORROWER,

                   GABRIEL COMMUNICATIONS, INC., AS GUARANTOR,

             GABRIEL COMMUNICATIONS PROPERTIES, INC., AS GUARANTOR,

                             CERTAIN SUBSIDIARIES OF
                     GABRIEL COMMUNICATIONS FINANCE COMPANY,
                                 AS GUARANTORS,

                                VARIOUS LENDERS,

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

                           FIRST UNION NATIONAL BANK,
                  AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT,

                                BARCLAYS BANK PLC
                             AS DOCUMENTATION AGENT

                                       AND

                        CIT LENDING SERVICES CORPORATION,
                            AS CO-DOCUMENTATION AGENT

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

                  $225,000,000 SENIOR SECURED CREDIT FACILITIES

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

<PAGE>   2
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                Page
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<S>                                                                                             <C>
SECTION 1.  DEFINITIONS AND INTERPRETATION.........................................................2
       1.1    Definitions .........................................................................2
       1.2    Accounting Terms ...................................................................47
       1.3    Interpretation, etc.  ..............................................................47

SECTION 2.  LOANS AND LETTERS OF CREDIT ..........................................................47
       2.1    Loans ..............................................................................47
       2.2    Issuance of Letters of Credit and Purchase of Participations Therein ...............54
       2.3    Pro Rata Shares; Availability of Funds .............................................58
       2.4    Use of Proceeds ....................................................................58
       2.5    Evidence of Debt; Register; Lenders' Books and Records; Notes ......................59
       2.6    Interest on Loans ..................................................................60
       2.7    Conversion/Continuation.............................................................62
       2.8    Default Interest....................................................................63
       2.9    Fees  ..............................................................................63
       2.10   Commitment Reductions/Scheduled Payments............................................64
       2.11   Voluntary Prepayments/Commitment Reductions.........................................67
       2.12   Mandatory Prepayments/Commitment Reductions.........................................68
       2.13   Application of Prepayments/Reductions ..............................................70
       2.14   Allocation of Certain Payments and Proceeds.........................................71
       2.15   General Provisions Regarding Payments...............................................71
       2.16   Ratable Sharing ....................................................................73
       2.17   Making or Maintaining Eurodollar Rate Loans.........................................73
       2.18   Increased Costs; Capital Adequacy ..................................................76
       2.19   Taxes; Withholding, etc.............................................................77
       2.20   Obligation to Mitigate .............................................................79
       2.21   Defaulting Lenders..................................................................80
       2.22   Removal or Replacement of a Lender .................................................81

SECTION 3.  CONDITIONS PRECEDENT..................................................................82
       3.1    Closing Date........................................................................82
       3.2    Conditions to Each Credit Extension.................................................87
       3.3    Additional Conditions to Credit Extensions in Respect of Nortel Networks Loans......88

SECTION 4.  REPRESENTATIONS AND WARRANTIES .......................................................88
       4.1    Organization; Requisite Power and Authority; Qualification .........................89
       4.2    Capital Stock and Ownership.........................................................89
       4.3    Due Authorization ..................................................................89
</TABLE>


                                       (i)
<PAGE>   3
<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
       4.4    No Conflict.....................................................................89
       4.5    Governmental Consents...........................................................90
       4.6    Binding Obligation; Creation, Perfection and Priority of Liens  ................90
       4.7    Historical Financial Statements.................................................90
       4.8    Projections ....................................................................91
       4.9    No Material Adverse Change......................................................91
       4.10   No Restricted Junior Payments ..................................................91
       4.11   Adverse Proceedings, etc........................................................91
       4.12   Payment of Taxes................................................................91
       4.13   Properties .....................................................................91
       4.14   Environmental Matters...........................................................92
       4.15   No Defaults ....................................................................93
       4.16   Material Contracts; Intellectual Property.......................................93
       4.17   Governmental Regulation  .......................................................93
       4.18   Margin Stock ...................................................................93
       4.19   Employee Matters  ..............................................................94
       4.20   Employee Benefit Plans..........................................................94
       4.21   Certain Fees ...................................................................95
       4.22   Solvency........................................................................95
       4.23   Compliance with Statutes, etc.  ................................................95
       4.24   Disclosure  ....................................................................95
       4.25   Telecommunications Approvals  ..................................................96
       4.26   No Violation of Telecommunications Regulations .................................96
       4.27   Certain Matters Relating to Parent and Holding Company .........................96

SECTION 5.  AFFIRMATIVE COVENANTS ............................................................96
       5.1    Financial Statements and Other Reports .........................................97
       5.2    Existence  ....................................................................102
       5.3    Payment of Taxes and Claims ...................................................102
       5.4    Maintenance of Properties .....................................................102
       5.5    Insurance  ....................................................................102
       5.6    Books and Records; Inspections; Lenders Meetings ..............................103
       5.7    Compliance with Contractual Obligations and Laws  .............................104
       5.8    Environmental .................................................................104
       5.9    Subsidiaries  .................................................................106
       5.10   Material Real Estate Assets ...................................................106
       5.11   Interest Rate Protection ......................................................108
       5.12   Required Contribution .........................................................108
       5.13   Certain Post Closing Matters ..................................................108
       5.14   Geographic Market Reporting Requirement .......................................109
       5.15   Further Assurances.   .........................................................109
</TABLE>

                                      (ii)
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
SECTION 6.  NEGATIVE COVENANTS  .............................................................110
       6.1    Borrower Indebtedness..........................................................110
       6.1A   Parent Indebtedness ...........................................................111
       6.1B   Holding Company Indebtedness  .................................................112
       6.2    Liens..........................................................................112
       6.3    Equitable Lien; No Further Negative Pledges ...................................114
       6.4    Restricted Junior Payments; Restrictions on Subsidiary Distributions ..........114
       6.5    Investments  ..................................................................116
       6.6    Stage 1 Borrower Financial Covenants ..........................................117
       6.7    Stage 2 Financial Covenants ...................................................119
       6.8    Parent Financial Covenants ....................................................120
       6.9    Fundamental Changes; Disposition of Assets; Acquisitions ......................120
       6.10   Disposal of Subsidiary Interests...............................................121
       6.11   Sales and Lease-Backs..........................................................121
       6.12   Sale or Discount of Receivables  ..............................................121
       6.13   Transactions with Shareholders and Affiliates and Unrestricted Subsidiaries....122
       6.14   Conduct of Business  ..........................................................122
       6.15   Amendments or Waivers of Related Agreements ...................................122
       6.16   Disposition of Licenses, etc...................................................122
       6.17   Fiscal Year ...................................................................123
       6.18   Holding Company Subsidiaries ..................................................123
       6.19   Parent Subsidiaries............................................................124
       6.20   Limitation on Parent Business..................................................124
       6.21   Limitation on Holding Company Business ........................................125

SECTION 7.  GUARANTY.........................................................................126
       7.1    Guaranty of the Obligations....................................................126
       7.2    Contribution by Guarantors ....................................................126
       7.3    Payment by Guarantors .........................................................127
       7.4    Liability of Guarantors Absolute ..............................................127
       7.5    Waivers by Guarantors..........................................................130
       7.6    Guarantors' Rights of Subrogation, Contribution, etc...........................130
       7.7    Subordination of Other Obligations.............................................131
       7.8    Continuing Guaranty ...........................................................131
       7.9    Authority of Guarantors or Borrower  ..........................................131
       7.10   Financial Condition of Borrower................................................132
       7.11   Bankruptcy, etc. ..............................................................132
       7.12   Notice of Events...............................................................133
       7.13   Discharge of Guaranty Upon Sale of Guarantor  .................................133
</TABLE>

                                     (iii)
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
       7.14   Subsidiaries of TriVergent.....................................................133

SECTION 8.  EVENTS OF DEFAULT ...............................................................133
       8.1    Events of Default .............................................................133

SECTION 9.  AGENTS ..........................................................................137
       9.1    Appointment of Agents .........................................................137
       9.2    Powers and Duties .............................................................138
       9.3    General Immunity  .............................................................138
       9.4    Agents Entitled to Act as Lender...............................................139
       9.5    Lenders' Representations, Warranties and Acknowledgment .......................140
       9.6    Right to Indemnity.............................................................140
       9.7    Successor Administrative Agent ................................................140
       9.8    Collateral Documents and Guaranty .............................................141

SECTION 10.MISCELLANEOUS  ...................................................................142
       10.1   Notices .......................................................................142
       10.2   Expenses  .....................................................................142
       10.3   Indemnity......................................................................143
       10.4   Set-Off .......................................................................144
       10.5   Amendments and Waivers.........................................................145
       10.6   Successors and Assigns; Participations ........................................147
       10.7   Independence of Covenants......................................................151
       10.8   Survival of Representations, Warranties and Agreements.........................151
       10.9   No Waiver; Remedies Cumulative  ...............................................151
       10.10  Marshalling; Payments Set Aside  ..............................................151
       10.11  Severability  .................................................................152
       10.12  Entire Agreement...............................................................152
       10.13  Obligations Several; Independent Nature of Lenders' Rights ....................152
       10.14  Headings  .....................................................................152
       10.15  APPLICABLE LAW ................................................................152
       10.16  CONSENT TO JURISDICTION........................................................153
       10.17  WAIVER OF JURY TRIAL ..........................................................153
       10.18  Confidentiality................................................................154
       10.19  Usury Savings Clause  .........................................................155
       10.20  Counterparts; Effectiveness....................................................155
</TABLE>

                                      (iv)
<PAGE>   6
<TABLE>
<S>                 <C>             <C>
APPENDICES:         A-1             Tranche A Term Loan Commitments
                    A-2             Delayed Draw Term Loan Commitments
                    A-3             Revolving Loan Commitments
                    A-4             Nortel Networks Loan Commitments
                    B               Notice Addresses

SCHEDULES:          1.1             Geographic Markets
                    1.1A            Pre-approved Borrower Markets
                    1.1B            Paid-In Borrower Capital
                    1.1C            Venture Investors
                    1.1D            TriVergent Capital Leases
                    3.1             Landlord Personal Property Collateral Access Agreements
                    4.1             Jurisdictions of Organization and Qualification
                    4.2             Capital Stock and Ownership
                    4.5             Governmental Consents
                    4.10            Prior Restricted Junior Payments
                    4.13            Real Estate Assets
                    4.16(a)         Material Contracts
                    4.16(b)         Intellectual Property
                    4.21            Closing Date Unrestricted Subsidiaries
                    4.27            Certain Matters relating to Parent and Holding Company
                    5.5             Insurance
                    5.13(a)         Acknowledgment Letters
                    5.13(b)         Certain Material Contracts
                    6.1             Certain Borrower Indebtedness
                    6.1A            Certain Parent Indebtedness
                    6.5             Permitted Investments
                    6.6(a)          Minimum Revenues
                    6.6(b)          Minimum Access Lines
                    6.6(c)          Minimum Borrower EBITDA
                    6.6(e)          Maximum Capital Expenditures
                    6.7(a)          Maximum Total Borrower Leverage Ratio
                    6.7(c)          Minimum Fixed Charge Coverage Ratio
                    6.7(d)          Minimum Debt Service Coverage Ratio
                    6.8(b)          Maximum Total Parent Leverage Ratio
                    6.8(d)          Maximum Total Parent Senior Secured Leverage Ratio
                    6.11            Existing Sale and Leaseback
                    6.13            Certain Affiliate Transactions
                    6.18            Certain Assets
                    6.21            Closing Date Unrestricted Subsidiaries
</TABLE>
                                      (v)
<PAGE>   7
<TABLE>
<S>                <C>              <C>
EXHIBITS:           A-1             Funding Notice
                    A-2             Conversion/Continuation Notice
                    A-3             Issuance Notice
                    A-4             Incremental Facility Notice
                    B-1             Tranche A Term Loan Note
                    B-2             Delayed Draw Term Loan Note
                    B-3             Revolving Loan Note
                    B-4             Nortel Networks Loan Note
                    B-5             New Term Loan Note
                    C               Compliance Certificate
                    D               Opinions of Counsel
                    E               Assignment Agreement
                    F               Certificate Re Non-bank Status
                    G-1             Closing Date Certificate
                    G-2             Solvency Certificate
                    H               Counterpart Agreement
                    I               Pledge and Security Agreement
                    J               Landlord Personal Property Collateral Access Agreement
                    K               Joinder Agreement
                    L               Market Information
                    M               Tax Sharing Agreement
                    N               Acknowledgment Letter

</TABLE>




























                                      (vi)
<PAGE>   8
                          CREDIT AND GUARANTY AGREEMENT

       This CREDIT AND GUARANTY AGREEMENT, dated as of October 31, 2000 is
entered into by and among GABRIEL COMMUNICATIONS FINANCE COMPANY, a Delaware
corporation ("BORROWER"), GABRIEL COMMUNICATIONS PROPERTIES, INC., a Delaware
corporation ("HOLDING COMPANY"), GABRIEL COMMUNICATIONS, INC., a Delaware
corporation ("PARENT"), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the
Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P.
("GSCP"), as Sole Lead Arranger (in such capacity, "SOLE LEAD ARRANGER"), as
Sole Book Runner (in such capacity, "SOLE BOOK RUNNER") and as Syndication Agent
(in such capacity, "SYNDICATION AGENT"), FIRST UNION NATIONAL BANK ("FIRST
UNION"), as Administrative Agent (together with its permitted successors in such
capacity, "ADMINISTRATIVE AGENT"), First Union, as Collateral Agent (together
with its permitted successors and assigns, the "COLLATERAL AGENT"), BARCLAYS
BANK PLC ("BARCLAYS"), as Documentation Agent (in such capacity, "DOCUMENTATION
AGENT") and CIT LENDING SERVICES CORPORATION, as Co-Documentation Agent (in such
capacity, "CO-DOCUMENTATION AGENT").

                                    RECITALS:

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

       WHEREAS, concurrently with the initial extension of credit hereunder, (i)
Parent intends to consummate a transaction (the "TRIVERGENT ACQUISITION")
whereby, pursuant to the TriVergent Acquisition Agreement, (a) State
Communications, Inc., a Delaware corporation, will be merged with and into
Triangle, and (b) Triangle will be the surviving corporation and a Wholly-Owned
Subsidiary of Parent; (ii) Parent will make a capital contribution of Triangle
to Holding Company and Holding Company will make a capital contribution of
Triangle to Borrower such that Triangle is a direct Wholly-Owned Subsidiary of
Borrower; and (iii) the Existing Indebtedness will be repaid with the proceeds
thereof;

       WHEREAS, Lenders have agreed to extend certain credit facilities to
Borrower, in an aggregate amount not to exceed $225,000,000, consisting of
$40,000,000 aggregate principal amount of Tranche A Term Loans, up to
$80,000,000 aggregate principal amount of Delayed Draw Term Loans, up to
$45,000,000 aggregate principal amount of Nortel Networks Loans, and up to
$60,000,000 aggregate principal amount of Revolving Loans, the proceeds of which
will be used, together with certain Cash on hand, (i) to repay Existing
Indebtedness, (ii) to pay Transaction Costs, (iii) to provide financing for the
cost of design, development, acquisition, construction, installation, operation,
improvement, transportation or integration of equipment,

<PAGE>   9
inventory or network assets and (iv) for working capital and general corporate
and other purposes of Borrower and its Subsidiaries, including Permitted
Acquisitions;

       WHEREAS, Borrower has agreed to secure all of its Obligations hereunder
by granting to Collateral Agent, for the benefit of Secured Parties, a First
Priority Lien on substantially all of its assets, including a pledge of all of
the Capital Stock of each of its Domestic Subsidiaries and 65% of all the
Capital Stock of each of its Foreign Subsidiaries; and

       WHEREAS, Guarantors have agreed to guarantee the obligations of Borrower
hereunder and to secure Borrower's and all of the Guarantors' respective
Obligations hereunder by granting to Collateral Agent, for the benefit of
Secured Parties, (i) in the case of Holding Company, a First Priority Lien on
substantially all of its assets including all of the Capital Stock of Borrower
but excluding the Capital Stock of any Unrestricted Subsidiaries, (ii) in the
case of Parent, a pledge of all of the Capital Stock of Holding Company and
(iii) in the case of each other Guarantor, a First Priority Lien on
substantially all of its assets, including a pledge of all of the Capital Stock
of each of its Domestic Subsidiaries and 65% of all the Capital Stock of each of
its Foreign Subsidiaries (other than Unrestricted Subsidiaries of Holding
Company).

       NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrower, Guarantors, Lenders,
Issuing Bank and Agents agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

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

           "ACCESS LINES" shall mean the total number of installed DS-O
equivalent lines that are being used to provide voice or data telecommunications
service to non-residential customers of Borrower and its Subsidiaries, including
on-switch lines and UNE-P lines, but excluding any other form of resale lines.

           "ACKNOWLEDGMENT LETTER" means an Acknowledgment Letter
substantially in the form of Exhibit N.

           "ADJUSTED EURODOLLAR RATE" means, for any Interest Rate
Determination Date with respect to an Interest Period for a Eurodollar Rate
Loan, the rate per annum obtained by dividing (and rounding upward to the next
whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest
1/100 of 1%) equal to the rate determined by Administrative Agent to be the
offered rate which appears on the page of the Telerate Screen which displays an
average British Bankers Association Interest Settlement Rate (such page
currently being page



                                       2
<PAGE>   10
number 3740 or 3750, as applicable) for deposits (for delivery on the first day
of such period) with a term equivalent to such period in Dollars, determined as
of approximately 11:00 a.m. (London, England time) on such Interest Rate
Determination Date, or (b) in the event the rate referenced in the preceding
clause (a) does not appear on such page or service or if such page or service
shall cease to be available, the rate per annum (rounded to the nearest 1/100 of
1%) equal to the rate determined by Administrative Agent to be the offered rate
on such other page or other service which displays an average British Bankers
Association Interest Settlement Rate for deposits (for delivery on the first day
of such period) with a term equivalent to such period in Dollars, determined as
of approximately 11:00 a.m. (London, England time) on such Interest Rate
Determination Date, or (c) in the event the rates referenced in the preceding
clauses (a) and (b) are not available, the rate per annum (rounded to the
nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in
the London interbank market by First Union for deposits (for delivery on the
first day of the relevant period) in Dollars of amounts in same day funds
comparable to the principal amount of the applicable Loan of the Administrative
Agent in its capacity as Lender for which the Adjusted Eurodollar Rate is then
being determined with maturities comparable to such period as of approximately
11:00 a.m. (London, England time) on such Interest Rate Determination Date, by
(ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

              "ADMINISTRATIVE AGENT" as defined in the preamble.

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

              "AFFECTED LENDER" as defined in Section 2.17(b).

              "AFFECTED LOANS" as defined in Section 2.17(b).

              "AFFILIATE" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to (i) vote 10% or more of the Securities having
ordinary voting power for the election of directors of such Person or (ii)
direct or cause the direction of the management and policies of that Person,
whether through the ownership of voting securities or by contract or otherwise.
Neither any Agent nor any Lender shall be deemed Affiliates of any Credit Party,
by virtue of the security interests granted under the Pledge and Security
Agreement.



                                       3
<PAGE>   11
              "AGENT" means each of Sole Lead Arranger, Sole Book Runner,
Syndication Agent, Collateral Agent, Administrative Agent, Documentation Agent
and the Co-Documentation Agent.

              "AGGREGATE AMOUNTS DUE" as defined in Section 2.16.

              "AGGREGATE PAYMENTS" as defined in Section 7.2.

              "AGREEMENT" means this Credit and Guaranty Agreement, dated as of
October 31, 2000, as it may be amended, restated, supplemented or otherwise
modified from time to time.

              "ANNUALIZED BORROWER EBITDA" means Borrower EBITDA for the most
recently ended Fiscal Quarter multiplied by four.

              "ANNUALIZED PARENT EBITDA" means Consolidated EBITDA for the most
recently ended Fiscal Quarter multiplied by four.

              "APPLICABLE COMMITMENT FEE PERCENTAGE" means a percentage, per
annum, determined by reference to the Facilities Usage from time to time as set
forth below:
<TABLE>
<CAPTION>
                                                APPLICABLE
                    FACILITIES USAGE     COMMITMENT FEE PERCENTAGE
                    ----------------     -------------------------
<S>                                      <C>
                    greater or
                    equal to 1/3                       1.50%

                    greater
                    than     2/3                       1.00%
                    lesser
                    than     1/3

                    lesser or
                    equal to 2/3                       0.75%
</TABLE>
              "APPLICABLE MARGIN" means 4.25% per annum with respect to
Eurodollar Rate Loans and 3.25% per annum with respect to Base Rate Loans
provided that at any time (i) when the Borrower has delivered a Compliance
Certificate and applicable financial statements confirming that the Borrower
EBITDA for the most recent Fiscal Quarter is greater than zero or (ii) after the
later of (a) the date on which commercial operation has been commenced in at
least twenty-one (21) markets and the Borrower has delivered a Compliance
Certificate and applicable financial statements confirming that the annualized
quarterly gross revenues of the Borrower and its Subsidiaries exceeds
$175,000,000 and (b) twelve months after the Closing Date, the Applicable Margin
shall be adjusted in accordance with the following pricing grid, based on the
Total Borrower Leverage Ratio:




                                       4
<PAGE>   12
<TABLE>
<CAPTION>
                                          APPLICABLE MARGIN
               TOTAL BORROWER               FOR EURODOLLAR      APPLICABLE MARGIN
                LEVERAGE RATIO                RATE LOANS       FOR BASE RATE LOANS
               ---------------            ------------------   -------------------
<S>                                       <C>                  <C>
               lesser or
               equal to   10.0:1.00              4.00%                 3.00%

               greater
               than       10.0:1.00              3.75%                 2.75%
               lesser or
               equal to    8.0:1.00

               greater
               than        8.0:1.00              3.50%                 2.50%
               lesser or
               equal to   6.00:1.00

               greater
               than       6.00:1.00              3.25%                 2.25%
               lesser or
               equal to   4.00:1.00

               greater
               than       4.00:1.00              3.00%                 2.00%
</TABLE>

              No change in the Applicable Margin shall be effective until three
Business Days after the date on which Administrative Agent shall have received
the applicable financial statements and a Compliance Certificate pursuant to
Section 5.1(d) calculating the Total Leverage Ratio. At any time when the
Borrower has not submitted to Administrative Agent the applicable information as
and when required under Section 5.1(d), the Applicable Margin shall be
determined as if the Total Borrower Leverage Ratio were in excess of 10.0:1.00.
Within one Business Day of receipt of the applicable information as and when
required under Section 5.1(d), Administrative Agent shall give each Lender
telefacsimile or telephonic notice (confirmed in writing) of the Applicable
Margin in effect from such date.

              "APPLICABLE RESERVE REQUIREMENT" means, at any time, for any
Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including, without limitation, any basic, marginal, special,
supplemental, emergency or other reserves) are required to be maintained with
respect thereto against "Eurocurrency liabilities" (as such term is defined in
Regulation D) under regulations issued from time to time by the Board of
Governors of the Federal Reserve System or other applicable banking regulator.
Without limiting the effect of the foregoing, the Applicable Reserve Requirement
shall reflect any other reserves required to be maintained by such member banks
with respect to (i) any category of liabilities which includes deposits by
reference to which the applicable Adjusted Eurodollar Rate or any other interest
rate of a Loan is to be determined, or (ii) any category of extensions of credit
or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan
shall be deemed to constitute Eurocurrency liabilities and as such shall be
deemed subject to reserve requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time to the applicable
Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted
automatically on and as of the effective date of any change in the Applicable
Reserve Requirement.



                                       5
<PAGE>   13
              "ASSET SALE" means a sale, lease or sub-lease (as lessor or
sublessor), sale and leaseback, assignment, conveyance, transfer or other
disposition to, or any exchange of property with, any Person (other than,
Borrower or any Guarantor Subsidiary), in one transaction or a series of
transactions, of all or any part of (i) Borrower's or any of its Subsidiaries'
businesses, assets or properties of any kind, whether real, personal, or mixed
and whether tangible or intangible, whether now owned or hereafter acquired,
including, without limitation, the Capital Stock of any of Borrower's
Subsidiaries but excluding the transfer by sale or otherwise of the assets
specified in Schedule 6.18 to an Unrestricted Subsidiary permitted hereunder,
and (ii) Holding Company's Telecommunications Assets (other than any Securities
or assets of any Unrestricted Subsidiary), in each case other than (x) inventory
(or other assets, including surplus capacity on a telecommunications network or
dark fiber in the ordinary course of business) sold or leased in the ordinary
course of business, (y) disposals of obsolete, worn out or surplus property
which Parent deems no longer needed or useful in the conduct of the
Telecommunications Business of Holding Company and its Subsidiaries, and (z)
sales of assets for aggregate consideration of less than $3,000,000 with respect
to any transaction or series of related transactions and less than $5,000,000 in
the aggregate during any Fiscal Year.

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

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

              "AVAILABLE PROCEEDS AMOUNT" means, as of any date of
determination, without double counting and in respect of each Investment, after
having given effect to all other Investments to be effected on such date, an
amount equal to (A) the sum of: (i) the amount by which the paid in equity
capital of Holding Company (excluding (x) additional equity issued as
pay-in-kind dividends on issued and outstanding equity securities and (y) paid
in equity created under the purchase method of accounting which is attributable
to goodwill created in any acquisition of any Person or all or substantially all
of the assets of any Person) as of December 31, 2000 exceeds the Required
Contribution; plus (ii) the aggregate net cash proceeds of equity issuances by
Parent after the Closing Date contributed as common equity to Holding Company;
plus (iii) the aggregate net cash proceeds of Permitted Parent Debt issued
following the Closing Date and contributed as common equity to Holding Company;
plus (iv) the net cash proceeds received by Holding Company in respect of the
sale of any Unrestricted Subsidiary; plus (v) the proceeds of cash dividends
declared and paid to Holding Company by any Unrestricted Subsidiary; minus (B)
the sum of (i) the amount shown in the most recent Financial Plan delivered to
and approved by Syndication Agent and/or the Requisite Lenders as being the



                                       6
<PAGE>   14
amount required to fully fund the remaining build out of all Geographic Markets
at such time which are not Initial Borrower Markets; plus (ii) the Available
Proceeds Usage Amount.

              "AVAILABLE PROCEEDS USAGE AMOUNT" means, as of any date of
determination, without double counting, a cumulative amount equal to the sum of:
(i) the cumulative amount of capital expenditures made by Holding Company
pursuant to the final proviso of Section 6.6(e); plus (ii) the cumulative amount
of Investments by Holding Company referred to in Section 6.5(h); plus (iii) the
cumulative amount of Investments by Holding Company pursuant to Section 6.5(l);
plus (iv) the cumulative amount of Investments by Holding Company in
Unrestricted Subsidiaries pursuant to Sections 6.5(m), 6.18 and 6.21; plus (v)
the cumulative amount of the values (as listed therein) of all assets specified
in Schedule 6.18 which are transferred to Unrestricted Subsidiaries following
the Closing Date.

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

              "BARCLAYS" as defined in the preamble hereto.

              "BASE RATE" means, for any day, a rate per annum (rounded to the
nearest 1/100 of 1%) equal to the greater of (i) the Prime Rate in effect on
such day and (ii) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective on the effective day of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

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

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

              "BORROWER" as defined in the preamble hereto.

              "BORROWER CURRENT ASSETS" means, as at any date of determination,
the total assets of Borrower and its Subsidiaries on a consolidated basis that
may properly be classified as current assets in conformity with GAAP, excluding
Cash and Cash Equivalents.

              "BORROWER CURRENT LIABILITIES" means, as at any date of
determination, the total liabilities of Borrower and its Subsidiaries on a
consolidated basis that may properly be classified as current liabilities in
conformity with GAAP, excluding the current portion of long term debt.

              "BORROWER DEBT SERVICE" means for any period, the sum, without
duplication, of the amounts determined for Borrower and its Subsidiaries on a
consolidated basis equal to (i)



                                       7
<PAGE>   15
scheduled repayments of principal to be made during such period and (ii)
Borrower Interest Expense for such period.

              "BORROWER EBITDA" means for any period, an amount determined for
Borrower its Subsidiaries on a consolidated basis equal to (i) the sum, without
duplication, of the amounts for such period of (a) Borrower Net Income, (b)
Borrower Interest Expense, (c) provisions for taxes based on income, (d) total
depreciation expense, (e) total amortization expense, and (f) other non-Cash
items reducing Borrower Net Income (excluding any such non-Cash item to the
extent that it represents an accrual or reserve for potential Cash items in any
future period or amortization of a prepaid Cash item that was paid in a prior
period), minus (ii) other non-Cash items increasing Borrower Net Income for such
period (excluding any such non-Cash item to the extent it represents the
reversal of an accrual or reserve for potential Cash item in any prior period),
all of the foregoing as determined in conformity with GAAP. For the purposes of
calculating Borrower EBITDA for any period, (i) if at any time during such
period the Borrower or any of its Subsidiaries shall have made any Material
Disposition, the Borrower EBITDA for such period shall be reduced by an amount
equal to the Borrower EBITDA (if positive) attributable to the property that is
the subject of such Material Disposition for such period or increased by an
amount equal to the Borrower EBITDA (if negative) attributable thereto for such
period and (ii) if during such period the Borrower or any of its Subsidiaries
shall have made a Material Acquisition, Borrower EBITDA for such period shall be
calculated after giving pro forma effect thereto as if such Material Acquisition
occurred on the first day of such period. As used in this definition, "MATERIAL
ACQUISITION" and "MATERIAL DISPOSITION" mean, respectively, any acquisition or
disposition of property or series of related acquisitions or dispositions of
property that comprises all or substantially all of an operating unit of a
business or constitutes all or substantially all of the common stock of a
Person.

              "BORROWER FIXED CHARGES" means, for any period, the sum, without
duplication, of the amounts determined for Borrower and its Subsidiaries on a
consolidated basis equal to (i) scheduled repayments of principal made during
such period, (ii) Borrower Interest Expense for such period, and (iii) Capital
Expenditures for such period (other than capital expenditures by Holding Company
pursuant to the final proviso of Section 6.6(e)).

              "BORROWER INTEREST EXPENSE" means, for any period, total cash
interest expense (including that portion attributable to Capital Leases in
accordance with GAAP and capitalized interest) of Borrower and its Subsidiaries
on a consolidated basis with respect to all outstanding Indebtedness of Borrower
and its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
and net costs under Interest Rate Agreements, but excluding, however, any
amounts referred to in Section 2.9(d) payable on or before the Closing Date.

              "BORROWER NET INCOME" means, for any period, (i) the net income
(or loss) of Borrower and its Subsidiaries on a consolidated basis for such
period taken as a single



                                       8
<PAGE>   16
accounting period determined in conformity with GAAP, minus, to the extent
included in (i), (ii) (a) the income of any Person (other than a Subsidiary of
Borrower) in which any other Person (other than Borrower or any of its
Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to Borrower or any of its
Subsidiaries by such Person during such period, (b) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of Borrower or is
merged into or consolidated with Borrower or any of its Subsidiaries or that
Person's assets are acquired by Borrower or any of its Subsidiaries, (c) the
income of any Subsidiary of Borrower to the extent that the declaration or
payment of dividends or similar distributions by that Subsidiary of that income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary, (d) any after-tax gains or losses
attributable to Asset Sales or returned surplus assets of any Pension Plan, and
(e) (to the extent not included in clauses (a) through (d) above) any net
extraordinary gains or net non-cash extraordinary losses.

              "BORROWER WORKING CAPITAL" means, as at any date of determination,
the excess of Borrower Current Assets over Borrower Current Liabilities.

              "BORROWER WORKING CAPITAL ADJUSTMENT" means, for any period on a
consolidated basis, the amount (which may be a negative number) by which
Borrower Working Capital as of the beginning of such period exceeds (or is less
than) Borrower Working Capital as of the end of such period.

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

              "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures by the Parent and its Subsidiaries (other than Unrestricted
Subsidiaries) for the acquisition or leasing (pursuant to a Capital Lease) of
fixed or capital assets (including capital costs related to the acquisition of
FCC and PUC licenses and permits) or additions to property, plant or equipment
(including replacements, capitalized repairs and improvements during such
period) that should be capitalized under GAAP on a consolidated balance sheet of
the Parent and its Subsidiaries (other than Unrestricted Subsidiaries);
provided, however, that no consideration paid for or related to the acquisition
of any Regulatory Authorization (other than an FCC or PUC license) necessary for
the establishment of a CLEC and no capitalized interest or financing expense
shall be treated as a Capital Expenditure nor shall any expenditure of any Net
Asset Sale



                                       9
<PAGE>   17
Proceeds or Net Insurance/Condemnation Proceeds be treated as a Capital
Expenditure if used to acquire Telecommunications Assets.

              "CAPITAL LEASE" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person, excluding, however, for the purposes of Section
6.1(f) only, any Capital Lease of TriVergent in existence on the Closing Date
specified in Schedule 1.1D.

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

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

              "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, a rating of at least
A-1 from S&P or at least P-1 from Moody's; (iii) commercial paper maturing no
more than one year from the date of creation thereof and having, at the time of
the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from
Moody's; (iv) certificates of deposit, time deposits, Eurodollar time deposits,
overnight bank deposits or bankers' acceptances maturing within one year after
such date and issued or accepted by any Lender or by any commercial bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia that (a) is at least "adequately capitalized" (as
defined in the regulations of its primary Federal banking regulator) and (b) has
Tier 1 capital (as defined in such regulations) of not less than $100,000,000;
(v) shares of any money market mutual fund that (a) has substantially all of its
assets invested continuously in the types of investments referred to in clauses
(i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c)
has the highest rating obtainable from either S&P or Moody's; and (vi)
repurchase obligations of any Lender or of any commercial bank satisfying the
requirements of clause (i) of this definition, having a term of not more than 30
days, with respect to securities issued or fully guaranteed or insured by the
United States government.



                                       10
<PAGE>   18
              "CERTIFICATE RE NON-BANK STATUS" means a certificate substantially
in the form of Exhibit F.

               "CHANGE OF CONTROL" means, at any time, (i) at any time prior to
the initial Public Sale of equity securities of Parent, the Venture Investors
cease to have the power to vote or direct the voting of securities having a
majority of the ordinary voting power of the outstanding Capital Stock of
Parent; (ii) any "person" or "group" ( as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), excluding the Venture Investors, shall become,
or obtain rights (whether by means of warrants, options or otherwise) to become,
the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the
Exchange Act), directly or indirectly, of more than 35% of the combined voting
power of the outstanding Capital Stock of the Parent; (iii) any Venture
Investor, together with its Affiliates, shall become, or obtain rights (whether
by means of warrants, options or otherwise) to become, "beneficial owner" (as
defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or
indirectly, of more than 50% of the combined voting power of the outstanding
Capital Stock of the Parent; (iv) the board of directors of Parent shall cease
to consist of a majority of Continuing Directors; (v) the Parent at any time
shall cease to own and control, of record and beneficially, directly, 100% of
each class of outstanding Capital Stock of Holding Company or Borrower, free and
clear of all Liens (except Liens created by the Credit Documents or Permitted
Liens) or (vi) the occurrence of a "change of control" or any similar event
however defined under the terms of any Permitted Parent Debt requiring the
prepayment of, redemption of or offer to repurchase any Permitted Parent Debt.

              "CLASS" means (i) with respect to Lenders, each of the following
classes of Lenders: (a) Lenders having Tranche A Term Loan Exposure, (b) Lenders
having Delayed Draw Term Loan Exposure, (c) Lenders having Nortel Networks Loan
Exposure, (d) Lenders having Revolving Loan Exposure and (e) Lenders having New
Term Loan Exposure of each Series, if any, and (ii) with respect to Loans, each
of the following classes of Loans: (a) Tranche A Term Loans, (b) Nortel Networks
Loans, (c) Delayed Draw Term Loans, (d) Revolving Loans and (e) each Series of
New Term Loans.

              "CLEC" means a competitive local exchange carrier.

              "CLOSING DATE" means the date on or before November 3, 2000 on
which the conditions set forth in Section 3.1 have been satisfied.

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

              "CO-DOCUMENTATION AGENT" as defined in the preamble hereto.



                                       11
<PAGE>   19
              "COLLATERAL" means, collectively, all of the real, personal and
mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Collateral Documents as security for any of the
Obligations.

              "COLLATERAL AGENT" as defined in the preamble hereto.

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

              "COMMITMENTS" means the commitments of Lenders to make Loans as
set forth in Section 2.1(a) of this Agreement. The amount of each Lender's
Commitment is set forth on Appendix A or in the applicable Assignment Agreement
or Joinder Agreement and is subject to any adjustment or reduction pursuant to
the terms and conditions hereof.

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

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

              "COMPLETED MARKET" means any Market in which Borrower or any of
its Subsidiaries (a) has deployed switches and network equipment for the
provision of CLEC telephony service, data transport, internet access and other
related services, (b) has sales, customer service and billing systems
operational and (c) has at least one paying on-switch customer.

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

              "CONSOLIDATED BORROWER EXCESS CASH FLOW" means, for any period, an
amount (if positive) equal to: (i) the sum, without duplication, of the amounts
for such period of (a) Borrower EBITDA (after adding back thereto, without
duplication, any amounts deducted in calculating Borrower EBITDA that were paid,
incurred or accrued in violation of any of the



                                       12
<PAGE>   20
provisions of this Agreement), and (b) the Borrower Working Capital Adjustment
(determined, without duplication, without regard to any amounts paid, incurred
or accrued in violation of any of the provision of this Agreement), minus (ii)
the sum, without duplication, of the amounts for such period of (a) voluntary
and scheduled repayments of Total Borrower Debt (excluding repayments of
Revolving Loans except to the extent the Commitments are permanently reduced in
connection with such repayment), to the extent permitted by the provisions of
this Agreement, (b) Capital Expenditures (net of any proceeds of any related
financings with respect to such expenditures and other than capital expenditures
by Holding Company pursuant to the final proviso of Section 6.6(e)), to the
extent permitted by the provisions of this Agreement, (c) Borrower Interest
Expense, to the extent permitted by the provisions of this Agreement, and (d)
the provision for current taxes based on income of Borrower and its Subsidiaries
and payable in cash with respect to such period.

              "CONSOLIDATED EBITDA" means, for any period, an amount determined
for Parent and its Subsidiaries on a consolidated basis equal to (i) the sum,
without duplication, of the amounts for such period of (a) Consolidated Net
Income, (b) Consolidated Interest Expense, (c) provisions for taxes based on
income, (d) total depreciation expense, (e) total amortization expense, and (f)
other non-Cash items reducing Consolidated Net Income (excluding any such
non-Cash item to the extent that it represents an accrual or reserve for
potential Cash items in any future period or amortization of a prepaid Cash item
that was paid in a prior period), minus (ii) other non-Cash items increasing
Consolidated Net Income for such period (excluding any such non-Cash item to the
extent it represents the reversal of an accrual or reserve for potential Cash
item in any prior period), all of the foregoing as determined in conformity with
GAAP. For the purposes of calculating Consolidated EBITDA for any period in
connection with any determination of the Total Parent Leverage Ratio and the
Total Parent Senior Secured Leverage Ratio, (i) if at any time during such
period the Parent or any Subsidiary shall have made any Material Disposition,
the Consolidated EBITDA for such period shall be reduced by an amount equal to
the Consolidated EBITDA (if positive) attributable to the property that is the
subject of such Material Disposition for such period or increased by an amount
equal to the Consolidated EBITDA (if negative) attributable thereto for such
period and (ii) if during such period the Parent or any Subsidiary shall have
made a Material Acquisition, Consolidated EBITDA for such period shall be
calculated after giving pro forma effect thereto as if such Material Acquisition
occurred on the first day of such period. As used in this definition, "MATERIAL
ACQUISITION" and "MATERIAL DISPOSITION" mean, respectively, any acquisition or
disposition of property or series of related acquisitions or dispositions of
property that comprises all or substantially all of an operating unit of a
business or constitutes all or substantially all of the common stock of a
Person.

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


                                       13
<PAGE>   21
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs under Interest Rate Agreements, but
excluding, however, any amounts referred to in Section 2.9(d) payable on or
before the Closing Date.

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

              "CONTRACTUAL OBLIGATION" means, as applied to any Credit Party,
any provision of any Security issued by that Credit Party or of any agreement in
respect of indebtedness for borrowed money or Material Contract to which that
Credit Party is a party or by which it or any of its properties is bound or to
which it or any of its properties is subject.

              "CONTRIBUTED PARENT DEBT" means that portion of the Permitted
Parent Debt, the proceeds of which are contributed to Holding Company and
further contributed to Borrower and expended in the Telecommunications Business
of the Borrower and its Subsidiaries or held by the Borrower and reserved for
such purpose.

              "CONTRIBUTING GUARANTORS" as defined in Section 7.2.

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

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

              "CORPORATE HEADQUARTERS" means the leased corporate headquarters
facilities of (i) Parent, Holding Company and Borrower and (ii) TriVergent,
which are presently located at 16090 Swingley Ridge Road, Chesterfield, MO and
301 North Main Street, Greenville, SC,



                                       14
<PAGE>   22
respectively, and any expansion or replacement of such corporate headquarters
facilities of Parent, Holding Company, Borrower or TriVergent by means of a new
or amended lease.

               "COUNTERPART AGREEMENT" means a Counterpart Agreement
substantially in the form of Exhibit H.

               "CONTINUING DIRECTORS" means the directors of Parent on the
Closing Date and each other director, if, in each case, such other director's
nomination for election to the board of directors of Parent is recommended by at
least 66-2/3% of the then Continuing Directors.

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

               "CREDIT DOCUMENT" means any of this Agreement, the Notes, if any,
the Joinder Agreements, if any, the Collateral Documents, any documents or
certificates executed by Borrower in favor of Issuing Bank relating to Letters
of Credit and all other documents, instruments or agreements executed and
delivered by a Credit Party for the benefit of Agents, Issuing Bank or any
Lender in connection herewith, including Hedge Agreements with any Lender
Counterparty, in each case, as may be amended, restated, supplemented or
otherwise modified from time to time.

               "CREDIT EXTENSION" means the making of a Loan or the issuing of a
Letter of Credit or the amendment or other modification of a Letter of Credit to
increase its stated amount, extend its period of effectiveness, or amend the
conditions under which it may be drawn.

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

               "CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement, each of which is for the purpose of
hedging the foreign currency risk associated with Parent's and its Subsidiaries'
operations.

               "DEBT SERVICE COVERAGE RATIO" means the ratio as of the last day
of any Fiscal Quarter of (i) Annualized Borrower EBITDA, to (ii) Borrower Debt
Service for the four Fiscal Quarter period commencing on such date.

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

               "DEFAULT EXCESS" means, with respect to any Defaulting Lender,
the excess, if any, of such Defaulting Lender's Pro Rata Share of the aggregate
outstanding principal amount of


                                       15


<PAGE>   23





Loans of all Lenders (calculated as if all Defaulting Lenders (other than such
Defaulting Lender) had funded all of their respective Defaulted Loans) over the
aggregate outstanding principal amount of all Loans of such Defaulting Lender.

               "DEFAULT PERIOD" as defined in Section 2.21.

               "DEFAULT LOAN" as defined in Section 2.21.

               "DEFAULTING LENDER" as defined in Section 2.21.

               "DELAYED DRAW TERM LOAN COMMITMENT" means the Commitment of a
Lender to make or otherwise fund a Delayed Draw Term Loan to Borrower pursuant
to subsection 2.1(a)(ii) or a New Delayed Draw Term Loan pursuant to subsection
2.1(a)(v) and "Delayed Draw Term Loan Commitments" means such Commitments of all
Lenders in the aggregate. The amount of each Lender's Delayed Draw Term Loan
Commitment, if any, is set forth in Appendix A-2 or in the applicable Assignment
Agreement, subject to any adjustment or reduction pursuant to the terms and
conditions hereof. The aggregate amount of the Delayed Draw Term Loan
Commitments as of the Closing Date is $80,000,000.

               "DELAYED DRAW TERM LOAN COMMITMENT PERIOD" means the time period
commencing on the Closing Date through to and including the Delayed Draw Term
Loan Commitment Termination Date.

               "DELAYED DRAW TERM LOAN COMMITMENT TERMINATION DATE" means the
earlier to occur of (i) the date the Delayed Draw Term Loan Commitments are
permanently reduced to zero pursuant to Sections 2.1(a)(ii), 2.11(b) or 2.12,
and (ii) the date of the termination of the Commitments pursuant to Section 8.1.

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

               "DELAYED DRAW TERM LOAN INSTALLMENT" defined in Section 2.10(b).

               "DELAYED DRAW TERM LOAN LENDERS" means Lenders having Delayed
Draw Term Loan Exposure.

               "DELAYED DRAW TERM LOAN MATURITY DATE" means the earlier of (i)
September 30, 2008 and (ii) the date that all Delayed Draw Term Loans shall
become due and payable in full hereunder, whether by acceleration or otherwise.


                                       16

<PAGE>   24


               "DELAYED DRAW TERM LOAN NOTE" means a promissory note in the form
of Exhibit B-2, as it may be amended, restated, supplemented or otherwise
modified from time to time.

               "DELAYED DRAW TERM LOANS" means any Delayed Draw Term Loans made
by any Lender to Borrower pursuant to Section 2.1(a)(ii) of this Agreement and
any New Delayed Draw Term Loans made by Lender to Borrower pursuant to Section
2.1(a)(v) of this Agreement.

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

               "DOCUMENTATION AGENT" as defined in the preamble hereto.

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

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

               "DS-O" means, the standard telecommunications industry digital
signal format having a bit rate of up to 64 kilobits per second.

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

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

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


                                       17


<PAGE>   25



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

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

               "ERISA AFFILIATE" means, as applied to any Person, (i) any
corporation which is a member of a controlled group of corporations within the
meaning of Section 414(b) of the Internal Revenue Code of which that Person is a
member; (ii) any trade or business (whether or not incorporated) which is a
member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Internal Revenue Code of which that Person is a
member; and (iii) any member of an affiliated service group within the meaning
of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any
corporation described in clause (i) above or any trade or business described in
clause (ii) above is a member. Any former ERISA Affiliate of Parent, State
Communications, Inc. or any of their Subsidiaries shall continue to be
considered an ERISA Affiliate of Parent, State Communications, Inc. or any such
Subsidiary within the meaning of this definition with respect to the period such
entity was an ERISA Affiliate of Parent, State Communications, Inc. or such
Subsidiary and with respect to liabilities arising after such period for which
Parent, State Communications, Inc. or such Subsidiary could be liable under the
Internal Revenue Code or ERISA.

               "ERISA EVENT" means (i) a "reportable event" within the meaning
of Section 4043 of ERISA and the regulations issued thereunder with respect to
any Pension Plan (excluding those for which the provision for 30-day notice to
the PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Parent, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of any such Pension Plan resulting in liability pursuant to Section
4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which
might constitute grounds under ERISA for the termination of, or the


                                       18




<PAGE>   26



appointment of a trustee to administer, any Pension Plan; (vi) the imposition of
liability on Parent, any of its Subsidiaries or any of their respective ERISA
Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA; (vii) the withdrawal of Parent, any of
its Subsidiaries or any of their respective ERISA Affiliates in a complete or
partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from
any Multiemployer Plan if there is any potential liability therefor, or the
receipt by Parent, any of its Subsidiaries or any of their respective ERISA
Affiliates of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to
terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
occurrence of an act or omission which could reasonably be expected to give rise
to the imposition on Parent, any of its Subsidiaries or any of their respective
ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43
of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l),
or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the
assertion of a material claim (other than routine claims for benefits) against
any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,
or against Parent, any of its Subsidiaries or any of their respective ERISA
Affiliates in connection with any Employee Benefit Plan; (x) receipt from the
Internal Revenue Service of notice of the failure of any Pension Plan (or any
other Employee Benefit Plan intended to be qualified under Section 401(a) of the
Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue
Code, or the failure of any trust forming part of any Pension Plan to qualify
for exemption from taxation under Section 501(a) of the Internal Revenue Code;
or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

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

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

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

               "EXISTING INDEBTEDNESS" means (i) Indebtedness and other
obligations outstanding under that certain Credit Agreement dated as of October
28, 1999 among Parent, Borrower, the several lenders from time to time parties
thereto and Canadian Imperial Bank of Commerce, as Administrative Agent, as
amended prior to the Closing Date, (ii) Indebtedness and other obligations
outstanding under the Loan Agreement dated as of February 1, 2000, by and among
TriVergent Communications, Inc., the Lenders party thereto, TD Securities (USA),
Inc. and Capital Syndication Corporation, an affiliate of The CIT Group, Inc.,
as Co-Lead Arrangers and Co-Book Runners, Newcourt Commercial Finance
Corporation, an affiliate of The CIT Group, Inc., as Documentation Agent, First
Union National Bank, as Syndication Agent and


                                       19


<PAGE>   27



Toronto Dominion (Texas), Inc., as Administrative Agent, and (iii) the Credit
Agreement dated as of May 27, 1999 by and between TriVergent Communications
South, Inc., the Lenders named therein and Nortel Networks, as agent.

               "FACILITIES USAGE" means a fraction, calculated as of the last
day of each Fiscal Quarter: (i) prior to the Delayed Draw Term Loan Commitment
Termination Date, the numerator of which is equal to the sum of the average
daily Total Utilization of Delayed Draw Term Loan Commitments and Total
Utilization of Revolving Loan Commitments during such Fiscal Quarter (or portion
thereof) and the denominator of which is equal to the sum of the average daily
aggregate Delayed Draw Term Loan Commitments and Revolving Loan Commitments for
all Lenders during such Fiscal Quarter (or portion thereof); and (ii) following
the Delayed Draw Term Loan Commitment Termination Date, the numerator of which
is equal to the average daily Total Utilization of Revolving Loan Commitments
and the denominator of which is equal to the average daily aggregate Revolving
Loan Commitments for all Lenders during such Fiscal Quarter (or portion
thereof).

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

               "FAIR SHARE" as defined in Section 7.2.

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

               "FAIR SHARE SHORTFALL" as defined in Section 7.2.

               "FCC" means the Federal Communications Commission or any
successor United States Governmental Authority exercising similar regulatory and
jurisdictional authority.

               "FEDERAL FUNDS EFFECTIVE RATE" means for any day, the rate per
annum (expressed, as a decimal, rounded upwards, if necessary, to the next
higher 1/100 of 1%) equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day; provided, (i) if such
day is not a Business Day, the Federal Funds Effective Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (ii) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Effective Rate
for such day shall be the average rate charged to Administrative Agent, in its
capacity as a Lender, on such day on such transactions from three federal funds
brokers of recognized standing selected by the Administrative Agent.


                                       20



<PAGE>   28




               "FINANCIAL OFFICER CERTIFICATION" means, with respect to the
financial statements for which such certification is required, the certification
of the chief financial officer of Parent that such financial statements fairly
present, in all material respects, the financial condition of Parent and its
Subsidiaries in accordance with GAAP as at the dates indicated and the results
of their operations and their cash flows for the periods indicated, subject (in
the case of unaudited financial statements) to changes resulting from audit and
normal year-end adjustments and the absence of footnotes.

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

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

               "FIRST UNION" as defined in the preamble hereto.

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

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

               "FIXED CHARGE COVERAGE RATIO" means the ratio as of the last day
of any Fiscal Quarter of (i) Annualized Borrower EBITDA, to (ii) Borrower Fixed
Charges for the four Fiscal Quarter period ending on such date.

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

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

               "FUNDING DEFAULT" as defined in Section 2.21.

               "FUNDING GUARANTORS" as defined in Section 7.2.

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

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


                                       21


<PAGE>   29





               "GEOGRAPHIC MARKET" means any one or more of the following: (i)
the Initial Borrower Markets; (ii) any Pre-approved Borrower Market (x) in which
a Permitted Acquisition pursuant to paragraph (vii) (II) of the definition of
Permitted Acquisition has been consummated or (y) which has been designated in
writing by the Borrower to the Administrative Agent as being a Pre-approved
Borrower Market in which the Borrower wishes to establish a Subsidiary to engage
in Telecommunications Business, and in respect of which the Borrower has
provided the Syndication Agent and the Administrative Agent, with a revised
Financial Plan in form and substance reasonably satisfactory to the Syndication
Agent which revised Financial Plan demonstrates that (1) the Borrower's business
(including the business of the proposed Subsidiary) in all proposed and existing
Geographic Markets, as described in such revised Financial Plan, is fully
financed and (2) each of the Borrower and the Parent is in pro forma compliance
with Sections 6.6, 6.7 or 6.8, as applicable; (iii) an Other Market becoming a
Geographic Market as a result of an RS Conversion in accordance with Section
6.18(b)(i); or (iv) the New Borrower Markets;

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

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

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

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

               "GROSS PP&E" means, as at any date of determination, the total
assets of Parent and its Subsidiaries (other than Unrestricted Subsidiaries) on
a consolidated basis that may properly be classified, in conformity with GAAP,
as property, plant, equipment or similar items reflected in the consolidated
statement of cash flows of Parent and its Subsidiaries (other than Unrestricted
Subsidiaries).

               "GUARANTEED OBLIGATIONS" as defined in Section 7.1.

               "GUARANTOR" means each of Parent, Holding Company and each
current and future Domestic Subsidiary of Borrower.


                                       22



<PAGE>   30





               "GUARANTOR SUBSIDIARY" means any Subsidiary of the Borrower that
is a Guarantor.

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

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

               "HEDGE AGREEMENT" means an Interest Rate Agreement or a Currency
Agreement entered into with a Lender Counterparty in order to satisfy the
requirements of this Agreement or otherwise in the ordinary course of Borrower's
or any of its Subsidiaries' businesses and not for speculative purposes.

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

               "HISTORICAL FINANCIAL STATEMENTS" means as of the Closing Date,
(i) the audited consolidated financial statements of Parent and its Subsidiaries
and TriVergent and its Subsidiaries, in each case for the Fiscal Year ended
December 31, 1999, consisting of their respective consolidated balance sheets
and the related consolidated statements of income, stockholders' equity and cash
flows for such Fiscal Year, (ii) the unaudited consolidated financial statements
of Parent and its Subsidiaries and TriVergent and its Subsidiaries for the six
months ended June 30, 2000, consisting of their respective consolidated balance
sheets and the related consolidated statements of income, stockholders' equity
and cash flows for the six-month period ending on such date, (iii) pro forma
consolidated balance sheets of Parent and its Subsidiaries as at June 30, 2000,
reflecting the consummation of the transactions contemplated hereby, the
subscriptions for the Parent's Series B Convertible Preferred Stock, the
TriVergent Acquisition and the related financings and the other transactions
contemplated by the Credit Documents to occur on or prior to the Closing Date,
which pro forma consolidated financial statements shall be in form and substance
satisfactory to Administrative Agent and Syndication Agent, (iv) the unaudited
consolidated financial statements of Borrower and its Subsidiaries for the six
months ended June 30, 2000, consisting of a consolidated balance sheet and the
related consolidated statements of income, stockholders' equity and cash flows
for the six-month period ending on such date, and in the case of clauses (i),
(ii) and (iv), certified by the chief financial officer of Parent, TriVergent,
or Borrower, as applicable, (a) that they fairly present, in all material
respects, the financial condition of Parent and its Subsidiaries, TriVergent and
its Subsidiaries or Borrower and its Subsidiaries, as applicable, as at the
dates indicated and the consolidated results


                                       23




<PAGE>   31




of their operations and their consolidated cash flows for the periods indicated,
and (b) in the case of clause (iii) that they are based upon good faith
estimates and assumptions believed to be reasonable at the time; subject, in the
case of clauses (ii), (iii) and (iv), to changes resulting from audit and normal
year-end adjustments.

               "INCREASED-COST LENDER" as defined in Section 2.22.

               "INCREASE AMOUNT DATE" as defined in Section 2.1(a)(v).

               "INCREMENTAL FACILITY NOTICE" means an Incremental Facility
Notice substantially in the form of Exhibit A-4.

               "INDEBTEDNESS", as applied to any Person, means, without
duplication, (i) all indebtedness for borrowed money; (ii) that portion of
obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP; (iii) notes payable and
drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money; (iv) any obligation owed for all or any part of
the deferred purchase price of property or services (excluding any ordinary
course trade payables and accrued expenses), which purchase price is (a) due
more than six months from the date of incurrence of the obligation in respect
thereof or (b) evidenced by a note or similar written instrument; (v) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to any property or asset acquired by that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is nonrecourse to the credit of that Person; (vi) the
face amount of any letter of credit issued for the account of that Person or as
to which that Person is otherwise liable for reimbursement of drawings; (vii)
the direct or indirect guaranty, endorsement (other than for collection or
deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of another;
(viii) any obligation of such Person the primary purpose or intent of which is
to provide assurance to an obligee that the obligation of the obligor thereof
will be paid or discharged, or any agreement relating thereto will be complied
with, or the holders thereof will be protected (in whole or in part) against
loss in respect thereof; (ix) any liability of such Person for the obligation of
another through any agreement (contingent or otherwise) (a) to purchase,
repurchase or otherwise acquire such obligation or any security therefor, or to
provide funds for the payment or discharge of such obligation (whether in the
form of loans, advances, stock purchases, capital contributions or otherwise) or
(b) to maintain the solvency or any balance sheet item, level of income or
financial condition of another if, in the case of any agreement described under
subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof
is as described in clause (viii) above; and (x) obligations of such Person in
respect of any exchange traded or over the counter derivative transaction,
including, without limitation, any Interest Rate Agreement or Currency
Agreement, whether entered into for hedging or speculative purposes; provided,
in no event shall obligations under any Interest Rate Agreement or any Currency


                                       24




<PAGE>   32






Agreement be deemed "Indebtedness" for any purpose under Sections 6.6, 6.7 or
6.8, as applicable.

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

               "INDEMNITEE" as defined in Section 10.3.

               "INITIAL BORROWER MARKETS" means the Markets identified on
Schedule 1.1 of this Agreement.

               "INITIAL FUNDING AMOUNT" as defined in Section 3.1 (d).

               "INSTALLMENT" means a Tranche A Term Loan Installment or a
Delayed Draw Term Loan Installment or a Nortel Networks Loan Installment.

               "INTELLECTUAL PROPERTY" as defined in the Pledge and Security
Agreement.

               "INTELLECTUAL PROPERTY COLLATERAL" means all of the Intellectual
Property subject to the Lien of the Pledge and Security Agreement.


                                       25



<PAGE>   33




               "INTERCONNECTION AGREEMENT" means any agreement entered into with
an incumbent provider of local exchange telephone service in accordance with
Sections 251 and 252 of the Communications Act as such may be amended, restated,
supplemented or otherwise modified from time to time.

               "INTEREST COVERAGE RATIO" means the ratio as of the last day of
any Fiscal Quarter of (i) Annualized Borrower EBITDA, to (ii) Borrower Interest
Expense for the four-Fiscal Quarter period then ended, in each case as set forth
Administrative Agent pursuant to Section 5.1(d).

               "INTEREST PAYMENT DATE" means with respect to (i) any Base Rate
Loan, each March 31, June 30, September 30 and December 31 of each year,
commencing on the first such date to occur after the Closing Date and ending on
the final maturity date of such Loan; and (ii) any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan; provided, in the case
of each Interest Period of longer than three months, "Interest Payment Date"
shall also include each date that is three months, or an integral multiple
thereof, after the commencement of such Interest Period.

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

               "INTEREST RATE AGREEMENT" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement, each of which
is for the purpose of hedging the interest rate exposure associated with
Parent's and its Subsidiaries' operations.

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

                                       26




<PAGE>   34






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

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

               "INVESTMENT RELATED PROPERTY" as defined in the Pledge and
Security Agreement.

               "ISSUANCE NOTICE" means an Issuance Notice substantially in the
form of Exhibit A-3.

               "ISSUING BANK" means First Union or other Lender as Issuing Bank
hereunder, together with its permitted successors and assigns in such capacity.

               "JOINDER AGREEMENT" means a joinder agreement substantially in
the form of Exhibit K, as it may be amended, restated, supplemented or otherwise
modified from time to time.

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

               "LANDLORD CONSENT AND ESTOPPEL" means, with respect to any
Leasehold Property, a letter, certificate or other instrument in writing from
the lessor under the related lease, pursuant to which, among other things, the
landlord consents to the granting of a Mortgage on such Leasehold Property by
the Credit Party tenant, such Landlord Consent and Estoppel to be in

                                       27


<PAGE>   35


form and substance acceptable to the Collateral Agent on behalf of the Agents in
its reasonable discretion, but in any event sufficient for the Administrative
Agent to obtain a Title Policy with respect to such Mortgage.

               "LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT" means a
Landlord Collateral Access Agreement substantially in the form of Exhibit J with
such amendments or modifications as may be approved by Administrative Agent.

               "LEASEHOLD PROPERTY" means at any time, any leasehold interest
owned by Holding Company or any of its Subsidiaries (other than Unrestricted
Subsidiaries) as lessee under any lease of real property, other than any such
leasehold interest designated from time to time by Administrative Agent in its
sole discretion as not being required to be included in the Collateral.

               "LENDER" means each financial institution or other Person that
becomes a Lender under this Agreement as of the Closing Date or pursuant to
Section 2.1(a), together with each such institution's successors and permitted
assigns.

               "LENDER COUNTERPARTY" means each Lender or any Affiliate thereof
counterparty to a Hedge Agreement, including, without limitation, each such
Affiliate that enters into a Joinder Agreement with the Collateral Agent.

               "LETTER OF CREDIT" means a commercial or standby letter of credit
issued or to be issued by Issuing Bank pursuant to this Agreement.

               "LETTER OF CREDIT SUBLIMIT" means the lesser of (i) $10,000,000
and (ii) the aggregate unused amount of the Revolving Credit Commitments then in
effect.

               "LETTER OF CREDIT USAGE" means, as at any date of determination,
the sum of (i) the maximum aggregate amount which is, or at any time thereafter
may become, available for drawing under all Letters of Credit then outstanding,
and (ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.

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

                                       28




<PAGE>   36





               "LOAN" means any Loan made by a Lender to Borrower pursuant to
Section 2.1(a)(i), 2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) or 2.1(a)(v) of this
Agreement.

               "MANAGEMENT SERVICES AGREEMENT" means the agreement to be entered
into between each Unrestricted Subsidiary and Holding Company pursuant to
Section 5.13(b), in form and substance satisfactory to the Syndication Agent, as
it may be amended, restated, supplemented or otherwise modified from time to
time in accordance with Section 6.15.

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

               "MARKET" means any MSA and its environs located in the United
States of America.

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

               "MATERIAL CONTRACT" means any contract or other arrangement to
which Borrower or any of its Subsidiaries is, at any time, a party (other than
the Credit Documents) for which breach, nonperformance, cancellation or failure
to renew would reasonably be expected to have a Material Adverse Effect,
including without limitation (other than in the case of Section 4.16 itself) the
contracts listed on Schedule 4.16(a).

               "MATERIAL REAL ESTATE ASSET" means (i) (a) any fee-owned Real
Estate Asset acquired by Holding Company or any of its Subsidiaries (other than
the Unrestricted Subsidiaries) after the Closing Date having a fair market value
in excess of $2,000,000 as of the date of the acquisition thereof and (b) all
Leasehold Property other than the Corporate Headquarters, the aggregate payments
under the then current term of which exceed $2,000,000 per annum or (ii) any
other Real Estate Asset that the loss of use thereof would reasonably be
expected to have a Material Adverse Effect.

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

               "MORTGAGE" means a mortgage, deed of trust or similar instrument,
in form satisfactory to the Collateral Agent, as it may be amended, restated,
supplemented or otherwise modified from time to time.


                                       29




<PAGE>   37






               "MORTGAGE PROPERTY" as defined in Section 5.10.

               "MSA" means a Metropolitan Statistical Area as such term is
defined and modified by the U.S. Census Bureau.

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

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

               "NARRATIVE REPORT" means, with respect to the financial
statements for which such narrative report is required, either (i) a narrative
report describing the operations of Parent and its Subsidiaries in the form
prepared for presentation to senior management thereof for the applicable month,
Fiscal Quarter or Fiscal Year and for the period from the beginning of the then
current Fiscal Year to the end of such period to which such financial statements
relate, or (ii) the Form 10K or Form 10Q, if any, filed in connection with such
financial statements.

               "NET ASSET SALE PROCEEDS" means, with respect to any Asset Sale
of Borrower or any of its Subsidiaries or Holding Company (but not, for the
avoidance of doubt, any Unrestricted Subsidiary or any assets of any
Unrestricted Subsidiary), an amount equal to: (i) Cash payments (including any
Cash received by way of deferred payment pursuant to, or by monetization of, a
note receivable or as a result of the release of any amounts subject to any
reserve described in clause (c) below or otherwise, but only as and when so
received) received by Borrower or any of its Subsidiaries or Holding Company, as
the case may be, from such Asset Sale, minus (ii) any bona fide direct costs
incurred in connection with such Asset Sale, including (a) income or gains taxes
payable by the seller as a result of any gain recognized in connection with such
Asset Sale, (b) payment of the outstanding principal amount of, premium or
penalty, if any, and interest on any Indebtedness (other than the Loans) that is
secured by a Lien on the stock or assets in question and that is required to be
repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable
reserve for post-closing adjustments or any indemnification payments (fixed or
contingent) attributable to seller's indemnities and representations and
warranties to purchaser in respect of such Asset Sale undertaken by Borrower or
any of its Subsidiaries or Holding Company, as the case may be, in connection
with such Asset Sale, and (d) reasonable attorneys fees, investment banking
fees, accountants fees, commissions and other reasonable and customary fees and
expenses actually incurred in connection therewith.

               "NEW BORROWER MARKET" means an Other Market which is designated
to constitute a Geographic Market by Borrower with the approval of Requisite
Lenders (x) pursuant to paragraph (vii) (III) of the definition of Permitted
Acquisition or (y) following a written request by Borrower in respect of an
Other Market in which the Borrower wishes to establish a Subsidiary to engage in
Telecommunications Business and in respect of which the Borrower has


                                       30





<PAGE>   38





provided the Syndication Agent, and the Administrative Agent with a revised
Financial Plan in form and substance reasonably satisfactory to the Syndication
Agent which revised Financial Plan demonstrates that (1) the Borrower's business
(including the business of the proposed Subsidiary) in all proposed and existing
Geographic Markets, as described in such revised Financial Plan, is fully
financed and (2) each of the Borrower and the Parent is in pro forma compliance
with Sections 6.6, 6.7 or 6.8, as applicable.

               "NET INSURANCE/CONDEMNATION PROCEEDS" means an amount equal to:
(i) any Cash payments or proceeds received by Borrower or any of its
Subsidiaries or Holding Company, as the case may be, (a) under any casualty
insurance policy in respect of a covered loss thereunder or (b) as a result of
the taking of any assets of Borrower or any of its Subsidiaries or any
Telecommunications Assets of Holding Company (but not, for the avoidance of
doubt, in the case of either (a) or (b), any Unrestricted Subsidiary or any
assets of any Unrestricted Subsidiaries) by any Person pursuant to the power of
eminent domain, condemnation or otherwise, or pursuant to a sale of any such
assets to a purchaser with such power under threat of such a taking, minus (ii)
(a) any actual and reasonable costs incurred by Borrower or any of its
Subsidiaries or Holding Company, as the case may be, in connection with the
adjustment or settlement of any claims of Borrower or such Subsidiary or Holding
Company, as the case may be, in respect thereof, and (b) any bona fide direct
costs incurred in connection with any sale of such assets as referred to in
clause (i)(b) of this definition, including income taxes payable as a result of
any gain recognized in connection therewith and reasonable attorneys fees,
investment banking fees, accountants fees, commissions and other reasonable and
customary fees and expenses actually incurred in connection therewith.

               "NEW DELAYED DRAW TERM LOANS" as defined in Section 2.1(a)(v).

               "NEW DELAYED DRAW TERM LOAN COMMITMENTS" as defined in Section
2.1(a)(v).

               "NEW DELAYED DRAW TERM LOAN LENDER" as defined in Section
2.1(a)(v).

               "NEW REVOLVING LOAN" as defined in Section 2.1(a)(v).

               "NEW REVOLVING LOAN COMMITMENTS" as defined in Section 2.1(a)(v).

               "NEW TERM LOAN LENDER" as defined in Section 2.1(a)(v).

               "NEW TERM LOAN" as defined in Section 2.1(a)(v).

               "NEW TERM LOAN COMMITMENTS" as defined in Section 2.1(a)(v).

                                       31



<PAGE>   39


               "NEW TERM LOAN EXPOSURE" means, with respect to any Lender as of
any date of determination (i) prior to the funding of the New Term Loans of any
Series that Lender's New Term Loan Commitment in respect of such Series, if any,
and (ii) after the funding of the New Term Loans of any Series, the outstanding
principal amount of the New Term Loan of such Series of that Lender.

               "NEW TERM LOAN LENDER" as defined in Section 2.1(a)(v).

               "NEW TERM LOAN MATURITY DATE" means the date that New Term Loans
of a Series shall become due and payable in full hereunder, as specified in the
applicable Joinder Agreement.

               "NEW TERM LOAN NOTE" means a promissory note in the form of
Exhibit B-5, as it may be amended, restated, supplemented or otherwise modified
from time to time.

               "NON-CONSENTING LENDER" as defined in Section 2.22.

               "NON-US LENDER" as defined in Section 2.19(c).

               "NORTEL NETWORKS" means Nortel Networks Inc.

               "NORTEL NETWORKS LOAN COMMITMENT" means the Commitment of a
Lender to make or otherwise fund a Nortel Networks Loan to Borrower and "Nortel
Networks Loan Commitments" means such Commitments of all Lenders in the
aggregate. The amount of each Lender's Nortel Networks Loan Commitment, if any
is set forth in Appendix A-4 or in the applicable Assignment Agreement, subject
to any adjustment or reduction pursuant to the terms and conditions hereof. The
aggregate amount of the Nortel Networks Loan Commitments as of the Closing Date
in $45,000,000.

               "NORTEL NETWORKS LOAN COMMITMENT PERIOD" means the time period
commencing on the Closing Date through to and including the Nortel Networks Loan
Commitment Termination Date.

               "NORTEL NETWORKS LOAN COMMITMENT TERMINATION DATE" means the
earlier to occur of (i) the date the Nortel Networks Commitments are permanently
reduced to zero pursuant to Sections 2.1(a)(iii), 2.11(b) or 2.12, and (ii) the
date of the termination of the Commitments pursuant to Section 8.1.

               "NORTEL NETWORKS LOAN EXPOSURE" means, with respect to any
Lender, as of any date of determination, the outstanding principal amount of the
Nortel Networks Loans of such Lender; provided, at any time prior to the making
of the initial Nortel Networks Loans, the Nortel

                                       32




<PAGE>   40






Networks Loan Exposure of any Lender shall be equal to such Lender's Nortel
Networks Loan Commitment.

               "NORTEL NETWORKS LOAN MATURITY DATE" means the earlier of (i)
September 30, 2008 and (ii) the date that all Nortel Networks Loans shall become
due and payable in full hereunder, whether by acceleration or otherwise.

               "NORTEL NETWORKS LOAN NOTE" a promissory note in the form of
Exhibit B-4, as it may be amended, restated, supplemented or modified from time
to time.

               "NORTEL NETWORKS LOANS" means any Nortel Networks Loans made by
any Lender to Borrower pursuant to Section 2.1(a)(iii) of this Agreement.

               "NON-US LENDER" as defined in Section 2.19(c).

               "NOTE" means a Tranche A Term Note, the Nortel Networks Note,
Delayed Draw Term Loan Note, Revolving Loan Note, or a New Term Loan Note, in
each case, as amended, restated, supplemented or otherwise modified from time to
time.

               "NOTICE" means a Funding Notice, an Issuance Notice, a
Conversion/Continuation Notice or an Incremental Facility Notice.

               "OBLIGATIONS" means all obligations of every nature of each
Credit Party from time to time owed to the Agents, the Lenders or any of them or
their respective Affiliates (including, without limitation, all former Agents,
Lenders or Lender Counterparties) under any Credit Document or Hedge Agreement
(including, without limitation, with respect to a Hedge Agreement, obligations
owed thereunder to any person who was a Lender or an Affiliate of a Lender at
the time such Hedge Agreement was entered into), whether for principal, interest
(including interest which, but for the filing of a petition in bankruptcy with
respect to such Credit Party, would have accrued on any Obligation, whether or
not a claim is allowed against such Credit Party for such interest in the
related bankruptcy proceeding), reimbursement of amounts drawn under Letters of
Credit, payments for early termination of Hedge Agreements, fees, expenses,
indemnification or otherwise.

               "OBLIGEE GUARANTOR" as defined in Section 7.7.

               "ORGANIZATIONAL DOCUMENTS" means (i) with respect to any
corporation, its certificate or articles of incorporation, as amended, and its
by-laws, as amended, (ii) with respect to any limited partnership, its
certificate of limited partnership, as amended, and its partnership agreement,
as amended, (iii) with respect to any general partnership, its partnership
agreement, as amended, and (iv) with respect to any limited liability company,
its certificate of formation or articles of organization, as amended, and its
operating agreement, as amended. In the event any

                                       33




<PAGE>   41




term or condition of this Agreement or any other Credit Document requires any
Organizational Document to be certified by a secretary of state or similar
governmental official, the reference to any such "Organizational Document" shall
only be to a document of a type customarily certified by such governmental
official.

               "OTHER MARKETS" means any Market other than the Initial Borrower
Markets and the Pre-approved Borrower Markets.

               "PAID-IN BORROWER CAPITAL" means, without double counting, (i)
Cash and the Telecommunications Assets described on Schedule 1.1B, contributed
to Holding Company prior to the Closing Date for the direct or indirect benefit
of Borrower or any of its Subsidiaries; (ii) Cash and Telecommunications Assets,
contributed (at book value and otherwise on a basis consistent with the
methodology applied in the preparation of Schedule 1.1B) to Holding Company
following the Closing Date for the direct or indirect benefit of Borrower or any
of its Subsidiaries; (iii) Cash and Telecommunications Assets described in
Schedule 1.1B invested in TriVergent or any of its Subsidiaries prior to the
Closing Date; and (iv) expenses incurred by Parent or TriVergent for the direct
or indirect benefit of Borrower or any of its Subsidiaries to the extent
reflected as losses on the consolidated financial statements of Parent or
TriVergent for the Fiscal Years prior to and including December 31, 2000.

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

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

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

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

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

                      (iii) in the case of the acquisition of Capital Stock, (A)
       all of the Capital Stock (except for any such Securities in the nature of
       directors' qualifying shares required pursuant to applicable law),
       acquired or otherwise issued by such Person or any newly formed
       Subsidiary of Borrower in connection with such acquisition shall be owned
       100%

                                       34



<PAGE>   42



        by Borrower or a Guarantor Subsidiary thereof, and (B) Parent, Holding
        Company and Borrower shall have taken, or caused to be taken, as of the
        date such Person becomes a Subsidiary of Borrower, each of the actions
        set forth in Section 5.9, as applicable;

                      (iv) Parent and its Subsidiaries shall be in compliance
        with, immediately before and after giving pro forma effect to such
        acquisition, Sections 6.6, 6.7 or 6.8, as applicable;

                      (v) Borrower shall have delivered to Administrative Agent
        (which Administrative Agent shall promptly furnish to the Lenders) (A)
        at least 10 Business Days prior to such proposed acquisition, a
        Compliance Certificate evidencing pro forma compliance with Sections
        6.6, 6.7 or 6.8, as applicable, as required under clause (iv) above,
        together with all relevant financial information with respect to such
        acquired assets, including, without limitation, the aggregate
        consideration for such acquisition and any other information required to
        demonstrate pro forma compliance with Sections 6.6, 6.7 or 6.8, as
        applicable;

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

                      (vii) the principal operations of all Persons, assets or
        divisions acquired shall be located either (I) in the Initial Borrower
        Markets or (II) in one of the Pre- approved Borrower Markets designated
        in writing by the Borrower to the Administrative Agent or (III) in an
        Other Market designated by Borrower in writing to Administrative Agent
        and approved by Requisite Lenders in their absolute discretion; provided
        further in each case (A) such principal operations, assets or divisions
        acquired are related to Borrower's Telecommunications Business, and (B)
        the Borrower shall provide the Syndication Agent and the Administrative
        Agent with a revised Financial Plan in form and substance reasonably
        satisfactory to the Syndication Agent which revised Financial Plan
        demonstrates that (1) the Borrower's business in all proposed and
        existing Geographic Markets, as described in such revised Financial
        Plan, is fully financed and (2) each of the Borrower and the Parent is
        in pro forma compliance with its financial covenants as required
        pursuant to clause (iv) and (v) above; and

                      (viii) the aggregate cash portion of the purchase price
        paid in connection with all such acquisitions since the Closing Date
        does not exceed the sum of (A) $50,000,000, (B) the net proceeds of any
        offerings of Capital Stock of Parent consummated after the Closing Date
        and which proceeds are contributed as common equity to Holding Company,
        and (C) 50% of the net proceeds of any Permitted Parent Debt.

                                       35




<PAGE>   43






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

               "PERMITTED PARENT DEBT" means Indebtedness incurred by Parent
pursuant to and in accordance with Section 6.1A(c).

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

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

               "PRE-APPROVED BORROWER MARKETS" means those geographic Markets
specified in Schedule 1.1A.

               "PRIME RATE" means, as of any date of determination, the variable
the rate of interest per annum most recently publicly announced by First Union,
or any successor thereto, as its prime lending rate in effect at its principal
office in New York City, irrespective of whether such announced rate is the best
rate available from such financial institution, and such institution may make
loans at rates of interest above or below any such announced prime lending rate.

               "PRINCIPAL OFFICE" means, for each of Administrative Agent and
Issuing Bank, such Person's "Principal Office" as set forth on Appendix B, or
such other office as such Person may from time to time designate in writing as
its "Principal Office" to Borrower, Administrative Agent and each Lender.

               "PROJECTIONS" as defined in Section 4.8.

               "PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Tranche A Term Loan of any
Lender, the percentage obtained by dividing (x) the Tranche A Term Loan Exposure
of that Lender by (y) the aggregate Tranche A Term Loan Exposure of all Lenders;
(ii) with respect to all payments, computations and other matters relating to
the Delayed Draw Term Loan Commitment or the Delayed Draw Term Loans of any
Lender, the percentage obtained by dividing (x) the Delayed Draw Term Loan
Exposure of that Lender by (y) the aggregate Delayed Draw Term Loan Exposure of
all Lenders; (iii) with respect to all payments, computations and other matters
relating to the Nortel Networks Loan Commitment or the Nortel Networks Loans
Exposure of any Lender, the percentage obtained by dividing (x) the Nortel
Networks Loan Exposure of that Lender by (y) the aggregate Nortel Networks Loan
Exposure of all Lenders; (iv) with respect to all payments, computations and

                                       36



<PAGE>   44
other matters relating to the Revolving Loan Commitment or the Revolving Loans
of any Lender, the percentage obtained by dividing (x) the Revolving Loan
Exposure of that Lender by (y) the aggregate Revolving Loan Exposure of all
Lenders; (v) with respect to all payments, computations and other matters
relating to the New Term Loan of a particular Series, if any, of any Lender, the
percentage obtained by dividing (x) the New Term Loan Exposure of that Lender
for such Series by (y) the sum of the aggregate New Term Loan Exposure of all
Lenders for such Series; and (vi) for all other purposes with respect to each
Lender, the percentage obtained by dividing (x) the sum of the New Term Loan
Exposure of that Lender for each Series plus the Revolving Loan Exposure of that
Lender plus the Delayed Draw Loan Exposure of that Lender plus the Tranche A
Term Loan Exposure of that Lender plus the Nortel Networks Loan Exposure of that
Lender by (y) the sum of the aggregate New Term Loan Exposure of all Lenders for
each Series plus the aggregate Revolving Loan Exposure of all Lenders plus the
sum of the aggregate Delayed Draw Term Loan Exposure of all Lenders plus the
aggregate Tranche A Term Loan Exposure of all Lenders plus the aggregate Nortel
Networks Loan Exposure of all Lenders, in any such case as the applicable
percentage may be adjusted by assignments permitted pursuant to Section 10.6.
The Pro Rata Share of each Lender as of the Closing Date for purposes of each of
clauses (i), (ii), (iii), (iv) and (vi) of the preceding sentence is set forth
opposite the name of that Lender in Appendix A.

              "PUBLIC SALE" as defined in the Securities Purchase Agreements.

              "PUC" means, with respect the any state, the public utilities
commission, public service commission or other state Governmental Authority with
responsibility for telecommunications regulation in such state and/or having
telecommunications regulatory jurisdiction over Parent, Holding Company,
Borrower or any of its Subsidiaries, or any of their respective business,
operations or assets.

              "REAL ESTATE ASSET" means, at any time of determination, any
interest (fee, leasehold or otherwise) then owned by Holding Company or any of
its Subsidiaries (other than any Unrestricted Subsidiaries) in any real
property.

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

              "RECORDED LEASEHOLD INTEREST" means a Leasehold Property with
respect to which a Record Document has been recorded in all places necessary or
desirable, in


                                       37
<PAGE>   45
Administrative Agent's reasonable judgment, to give constructive notice of such
Leasehold Property to third-party purchasers and encumbrancers of the affected
real property.

              "REDUCTION" as defined in Section 2.10(a).

              "REGISTER" as defined in Section 2.5(b).

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

              "REGULATORY AUTHORIZATIONS" as defined in Section 8.1(m).

              "REIMBURSEMENT DATE" as defined in Section 2.2(d).

              "RELATED AGREEMENTS" means, collectively, the Stock Agreements,
the Tax Sharing Agreement and the Management Services Agreement.

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

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

              "REPLACEMENT LENDER" as defined in Section 2.22.

              "REQUIRED CONTRIBUTION" shall mean cumulative equity contributions
from Parent to Holding Company in an amount of not less than $409,000,000, the
proceeds of which shall have been contributed to Borrower or reserved for such
purpose; provided that Paid-In Borrower Capital shall be credited for purposes
of satisfying such required $409,000,000 contribution.

              "REQUISITE CLASS LENDERS" means, at any time of determination (i)
for the Class of Lenders having Tranche A Term Loan Exposure, Lenders having or
holding at least a majority of the sum of the aggregate Tranche A Term Loan
Exposure of all Lenders, (ii) for the Class of Lenders having Delayed Draw Term
Loan Exposure, Lenders having or holding at least a majority of the sum of the
aggregate Delayed Draw Term Loan Exposure of all Lenders, (iii) for the Class of
Lenders having Nortel Networks Loan Exposure, Lenders having or holding at least
a majority of the sum of the aggregate Nortel Networks Loan Exposure of all
Lenders, (iv) for the


                                       38
<PAGE>   46
Class of Lenders having Revolving Loan Exposure, Lenders having or holding at
least a majority of the sum of the aggregate Revolving Loan Exposure of all
Lenders, and (v) for each Class of Lenders having New Term Loan Exposure with
respect to any Series of New Term Loans, if any, Lenders having or holding at
least a majority of the sum of the aggregate New Term Loan Exposure in respect
of such Series of such Lenders.

              "REQUISITE LENDERS" means one or more Lenders having or holding
Tranche A Term Loan Exposure, Delayed Draw Term Loan Exposure, Nortel Networks
Loan Exposure, Revolving Loan Exposure and/or New Term Loan Exposure
representing more than 50% of the sum of (i) the aggregate Tranche A Term Loan
Exposure of all Lenders, (ii) the aggregate Delayed Draw Term Loan Exposure of
all Lenders, (iii) the aggregate Nortel Networks Loan Exposure of all Lenders,
(iv) the aggregate Revolving Loan Exposure of all Lenders and (v) the aggregate
New Term Loan Exposure of all Lenders for each Series.

              "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of Holding Company or Borrower now or hereafter outstanding, except a dividend
payable solely in shares of that class of stock to the holders of that class;
(ii) any redemption, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class of
stock of Holding Company or Borrower now or hereafter outstanding; (iii) any
payment made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of stock of Holding
Company or Borrower now or hereafter outstanding; and (iv) any payment or
prepayment of principal of, premium, if any, or interest on, or redemption,
purchase, retirement, defeasance (including in-substance or legal defeasance),
sinking fund or similar payment with respect to, any Permitted Parent Debt.

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

              "REVOLVING LENDERS" means Lenders having Revolving Loan Exposure.

              "REVOLVING LOAN COMMITMENT" means the commitment of a Lender to
make Revolving Loans to Borrower pursuant to subsection 2.1(a)(iv) or New
Revolving Loans pursuant to subsection 2.1(a)(v), and "REVOLVING LOAN
COMMITMENTS" means such commitments of all Lenders in the aggregate. The amount
of each Lender's Revolving Loan Commitment, if any, is set forth in Appendix A-3
or in the applicable Assignment Agreement, subject to any adjustment or
reduction pursuant to the terms and conditions hereof. The aggregate amount of
the Revolving Loan Commitments as of the Closing Date is $60,000,000.

              "REVOLVING LOAN COMMITMENT PERIOD" means the period from the
Closing Date to but excluding the Revolving Loan Commitment Termination Date.


                                       39
<PAGE>   47
              "REVOLVING LOAN COMMITMENT TERMINATION DATE" means the earliest to
occur of (i) September 30, 2008, (ii) the date the Revolving Loan Commitments
are permanently reduced to zero pursuant to Sections 2.10, 2.11(b) or 2.12, and
(iii) the date of the termination of the Revolving Loan Commitments pursuant to
Section 8.1.

              "REVOLVING LOAN EXPOSURE" means, with respect to any Lender as of
any date of determination, (i) prior to the termination of the Revolving Loan
Commitments, that Lender's Revolving Loan Commitment; and (ii) after the
termination of the Revolving Loan Commitments, the sum of (a) the aggregate
outstanding principal amount of the Revolving Loans of that Lender, (b) in the
case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all
Letters of Credit issued by that Lender (net of any participations by Lenders in
such Letters of Credit) and (c) the aggregate amount of all participations by
that Lender in any outstanding Letters of Credit or any unreimbursed drawing
under any Letter of Credit.

              "REVOLVING LOAN MATURITY DATE" means the earlier of (i) September
30, 2008 and (ii) the date that all Revolving Loans shall become due and payable
in full hereunder, whether by acceleration or otherwise.

              "REVOLVING LOAN NOTE" means a promissory note in the form of
Exhibit B-3, as it may be amended, restated, supplemented or otherwise modified
from time to time.

              "REVOLVING LOANS" means any Revolving Loans made by Lenders to
Borrower pursuant to Section 2.1(a)(iv) of this Agreement and any New Revolving
Loans made by Lenders to Borrower pursuant to Section 2.1(a)(v) of this
Agreement.

              "RS CONVERSION" as defined in Section 6.18(b).

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

              "SECURED PARTIES" as defined in the Pledge and Security Agreement.

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

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



                                       40
<PAGE>   48
              "SECURITIES PURCHASE AGREEMENTS" means, collectively, the Series A
Securities Purchase Agreement, the Series A-1 Securities Purchase Agreement and
the Series B Securities Purchase Agreement.

              "SERIES" as defined in Section 2.1(a)(v).

              "SERIES A SECURITIES PURCHASE AGREEMENT" means the Securities
Purchase Agreement dated as of November 18, 1998, as amended as of December 14,
1998, March 31, 2000 and October 25, 2000 (as same may be amended, restated,
supplemented or otherwise modified from time to time in accordance with Section
6.15).

              "SERIES A-1 SECURITIES PURCHASE AGREEMENT" means the Securities
Purchase Agreement dated as of December 13, 1999, as amended as of March 31,
2000 and October 25, 2000 (as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with Section 6.15).

              "SERIES B SECURITIES PURCHASE AGREEMENT" means the Securities
Purchase Agreement dated as of March 31, 2000, as amended as of October 25,
2000, between the Parent and the purchasers named therein (as the same may be
amended, restated, supplemented or otherwise modified from time to time in
accordance with Section 6.15).

              "SHAREHOLDERS AGREEMENT" means the Shareholders Agreement, dated
as of August 14, 1998, as amended as of November 18, 1998 and December 13, 1999
(as the same may be amended, restated, supplemented or otherwise modified from
time to time in accordance with Section 6.15).

              "SOLE BOOK RUNNER" as defined in the preamble hereto.

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

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

              "SOLVENT" means, with respect to any Person, that as of the date
of determination both (i) (a) the sum of such Person's debt (including
contingent liabilities) does not exceed all of its property, at a fair
valuation; (b) the present fair saleable value of the property of such Person is
not less than the amount that will be required to pay the probable liabilities
on such Person's then existing debts as they become absolute and matured; (c)
such Person's capital is not unreasonably small in relation to its business or
any contemplated or undertaken transaction; and (d) such Person does not intend
to incur, or believe that it will incur, debts beyond its ability to pay such
debts as they become due; and (ii) such Person is "solvent" within the meaning
given that term and similar terms under applicable laws relating to fraudulent
transfers and


                                       41
<PAGE>   49
conveyances. For purposes of this definition, the amount of any contingent
liability at any time shall be computed as the amount that, in light of all of
the facts and circumstances existing at such time, represents the amount that
can reasonably be expected to become an actual or matured liability
(irrespective of whether such contingent liabilities meet the criteria for
accrual under Statement of Financial Accounting Standard No.5).

              "STAGE 1" means the period from the Closing Date through June 30,
2003.

              "STAGE 2" means the period from July 1, 2003 through September 30,
2008.

              "STOCK AGREEMENTS" means, collectively, the Securities Purchase
Agreements, the Shareholders Agreement and the Venture Stockholders Agreement.

              "SUBJECT ACQUISITION" means a Permitted Acquisition of a Person or
series of related Permitted Acquisitions by Borrower or any of its Subsidiaries
of Persons (i) for which total consideration exceeds $75,000,000 and (ii) where
the trailing four quarter revenues of the entities or assets acquired exceeds
10% of Borrower's revenues for such period (without giving effect to such
acquisitions).

               "SUBJECT ASSET SALE" means an Asset Sale or series of related
Asset Sales by Borrower or any of its Subsidiaries of Persons (i) for which
total consideration exceeds $75,000,000 and (ii) where the trailing four quarter
revenues of the entities or assets sold exceeds 10% of Borrower's revenues for
such period (without giving effect to such sales).

              "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which 50% or more of the total voting power of shares of
stock or other ownership interests entitled (other than stock or other ownership
interests having such power only by reason of the occurrence of any contingency)
to vote in the election of the Person or Persons (whether directors, managers,
trustees or other Persons performing similar functions) having the power to
direct or cause the direction of the management and policies thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person or a combination thereof; provided, (i)
in determining the percentage of ownership interests of any Person controlled by
another Person, no ownership interest in the nature of a "qualifying share" of
the controlled Person shall be deemed to be outstanding and (ii) unless
otherwise qualified, for the purposes of the Credit Documents, all references to
"Subsidiaries" shall refer to Subsidiaries of the Borrower.

              "SYNDICATION AGENT" as defined in the preamble hereto.

              "TAX" means any present or future tax, levy, impost, duty,
assessment, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on


                                       42
<PAGE>   50
whomsoever and wherever imposed, levied, collected, withheld or assessed;
provided, "Tax on the overall net income" of a Person shall be construed as a
reference to a tax imposed by the jurisdiction in which that Person is organized
or in which that Person's applicable principal office (and/or, in the case of a
Lender, its lending office) is located or in which that Person (and/or, in the
case of a Lender, its lending office) is deemed to be doing business on all or
part of the net income, profits or gains (whether worldwide, or only insofar as
such income, profits or gains are considered to arise in or to relate to a
particular jurisdiction, or otherwise) of that Person (and/or, in the case of a
Lender, its applicable lending office).

              "TAX SHARING AGREEMENT" means the Tax Sharing Agreement
substantially in the form of Exhibit M, as it may be amended, restated,
supplemented or otherwise modified from time to time.

              "TELECOMMUNICATIONS APPROVALS" as defined in Section 4.25.

              "TELECOMMUNICATIONS ASSETS" means all assets, rights (contractual
or otherwise) and properties, real or personal, whether tangible or intangible,
used or intended for use in connection with a Telecommunications Business.

              "TELECOMMUNICATIONS BUSINESS" means the business of (i)
transmitting, or providing services relating to the transmission of, voice, fax,
video or data through owned or leased wireline or wireless transmission
equipment, facilities and services, (ii) creating, developing, providing,
constructing, installing, repairing, maintaining or marketing
communications-related systems, network equipment and facilities, software and
other products and services including, without limitation, Internet access,
Internet portal, web hosting and design, e-commerce solutions, application
hosting, peering, communication equipment collocation and content products and
services or (iii) evaluating, owning, operating, participating in or pursuing
any other business (including, without limitation, the publication and
distribution of "yellow pages" directories) that is primarily related to those
identified in the foregoing clauses (i) or (ii) above (in the case of this
clause (iii), however, in a manner consistent with Parent's and its
Subsidiaries' manner of business on the Closing Date), and shall, in any event,
for all purposes other than the last sentence of Section 6.18(a) include all
businesses in which Parent or any of its Subsidiaries (other than Unrestricted
Subsidiaries) are engaged on the Closing Date and for the purposes of Section
6.18(a) only, shall include all businesses in which Parent or any of its
Subsidiaries (including, without limitation, Unrestricted Subsidiaries) are
engaged on the Closing Date; provided that the determination of what constitutes
a Telecommunications Business shall be made in good faith by the board of
directors of Parent.

              "TERM LOAN" means a Tranche A Term Loan, Delayed Draw Term Loans,
Nortel Networks Loan and/or New Term Loans.


                                       43
<PAGE>   51
              "TERM LOAN MATURITY DATES" means the Tranche A Term Loan Maturity
Date, the Delayed Draw Term Loan Maturity Date, the Nortel Networks Loan
Maturity Date and the New Term Loan Maturity Date.

              "TERMINATED LENDER" as defined in Section 2.22.

              "TOTAL BORROWER CAPITALIZATION" means the sum of (a) Total
Borrower Debt and (b) Paid-In Borrower Capital.

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

              "TOTAL BORROWER LEVERAGE RATIO" means the ratio as of the last day
of any Fiscal Quarter of (a) Total Borrower Debt on such day to (b) Annualized
Borrower EBITDA; in each case as set forth in the most recent Compliance
Certificate delivered by Borrower to Administrative Agent pursuant to Section
5.1(d).

              "TOTAL PARENT CAPITALIZATION" means the sum of (a) Total Parent
Debt and (b) paid-in-equity capital of Parent on a consolidated basis (including
preferred stock and all amounts of Paid-In Borrower Capital but excluding (i)
additional equity issued as pay-in-kind dividends on issued and outstanding
equity securities, (ii) paid-in equity created under the purchase method of
accounting which is attributable to goodwill created in any acquisition of any
Person or all or substantially all of the assets of any Person and (iii) any
accumulated deficits resulting from operations).

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

              "TOTAL PARENT LEVERAGE RATIO" means the ratio as of the last day
of any Fiscal Quarter of (a) Total Parent Debt to (b) Annualized Parent EBITDA;
in each case as set forth in the most recent Compliance Certificate delivered by
Parent to Administrative Agent pursuant to Section 5.1(d).

              "TOTAL PARENT SENIOR SECURED DEBT" means, as at the of
determination, Total Parent Debt excluding any unsecured indebtedness of Parent
and its Subsidiaries.

              "TOTAL PARENT SENIOR SECURED LEVERAGE RATIO" means the ratio, as
of the last day of any Fiscal Quarter, of (i) Total Parent Senior Secured Debt
as of such date to (ii) Annualized Parent EBITDA; in each case as set forth in
the most recent Compliance Certificate delivered by Parent to Administrative
Agent pursuant to Section 5.1(d).


                                       44
<PAGE>   52
              "TOTAL UTILIZATION OF DELAYED DRAW TERM LOAN COMMITMENTS" means,
as of any date of determination, the sum of the aggregate outstanding principal
amount of all Delayed Draw Term Loans.

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

              "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at any
date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans (other than Revolving Loans made for the purpose of
reimbursing Issuing Bank for any amount drawn under any Letter of Credit, but
not yet so applied), and (ii) the Letter of Credit Usage.

              "TRANCHE A TERM LOAN" means a Tranche A Term Loan made by a Lender
to Borrower pursuant to Section 2.1(a)(i) of this Agreement.

              "TRANCHE A TERM LOAN COMMITMENT" means the commitment of a Lender
to make or otherwise fund a Tranche A Term Loan to Borrower and "TRANCHE A TERM
LOAN COMMITMENTS" means such commitments of all Lenders in the aggregate. The
amount of each Lender's Tranche A Term Loan Commitment, if any, is set forth on
Appendix A-1 or in the applicable Assignment Agreement, subject to any
adjustment or reduction pursuant to the terms and conditions hereof. The
aggregate amount of the Tranche A Term Loan Commitments as of the Closing Date
is $40,000,000.

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

              "TRANCHE A TERM LOAN INSTALLMENT" as defined in Section 2.10(b).

              "TRANCHE A TERM LOAN MATURITY DATE" means the earlier of (i)
September 30, 2008, and (ii) the date that all Tranche A Term Loans shall become
due and payable in full hereunder, whether by acceleration or otherwise.

              "TRANCHE A TERM LOAN NOTE" means a promissory note in the form of
Exhibit B-1, as it may be amended, restated, supplemented or otherwise modified
from time to time.


                                       45
<PAGE>   53
              "TRANSACTION COSTS" means the fees, costs and expenses payable by
Borrower on or before the Closing Date in connection with the transactions
contemplated by the Credit Documents.

              "TRIVERGENT" means State Communications, Inc., a Delaware
corporation, formerly State Communications, Inc. a South Carolina corporation,
which concurrently with the initial extension of credit hereunder is to be
acquired by Parent pursuant to the TriVergent Acquisition Agreement.

              "TRIANGLE" means Triangle Acquisition, Inc., a Delaware
corporation and a Wholly-Owned Subsidiary of Parent, to be renamed TriVergent
Corporation upon consummation of the TriVergent Acquisition.

              "TRIVERGENT ACQUISITION" as defined in the second Whereas clause.

              "TRIVERGENT ACQUISITION AGREEMENT" means the Agreement and Plan of
Merger, dated as of June 9, 2000, by and among Parent, Triangle Acquisition,
Inc., a Delaware corporation, and State Communications, Inc., a South Carolina
corporation.

              "TYPE OF LOAN" means with respect to either Term Loans or
Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan.

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

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

              "UNE-P" means unbundled network element platform.

              "UNRESTRICTED SUBSIDIARY" means a Subsidiary of Holding Company,
but not a Subsidiary of Borrower, which is specified on Schedule 6.21 or
established pursuant to Section 6.18 or acquired pursuant to Section 6.21.

              "VENTURE INVESTORS" means the Persons holding shares of the
Capital Stock of Parent following consummation of the TriVergent Acquisition and
listed on Schedule 1.1C.

              "VENTURE STOCKHOLDERS AGREEMENT" means the Amended and Restated
Stockholders' Agreement, dated as of March 31, 2000 (as the same may be amended,
restated, supplemented or otherwise modified from time to time in accordance
with Section 6.15).


                                       46
<PAGE>   54
              "WHOLLY OWNED SUBSIDIARY" means, as to any Person, any other
Person all of the Capital Stock of which (other than directors' qualifying
shares required by law) is owned by such Person directly and/or through other
Wholly Owned Subsidiaries.

       1.2 ACCOUNTING TERMS. Except as otherwise expressly provided herein, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Parent to Lenders pursuant to Section 5.1(a), 5.1(b)
and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of
such preparation (and delivered together with the reconciliation statements
provided for in Section 5.1(e), if applicable), except, in the case of unaudited
quarterly and monthly statements, for accompanying notes thereto. Subject to the
foregoing, calculations in connection with the definitions, covenants and other
provisions hereof shall utilize accounting principles and policies in conformity
with those used to prepare the Historical Financial Statements; provided that,
if Parent notifies Lenders that it wishes to amend provisions of this Agreement
relating to financial covenants to eliminate the effect of a change in GAAP
occurring after the Closing Date, Parent and Syndication Agent shall negotiate
in good faith to propose for Requisite Lenders an appropriate amendment to the
extent necessary to give effect to the intention of the parties as of the
Closing Date; provided further that, prior to the approval of any such amendment
by Requisite Lenders, compliance with such financial covenants shall be
determined on the basis of GAAP as applied by Parent, in accordance with this
Agreement, immediately prior to such request.

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

SECTION 2. LOANS AND LETTERS OF CREDIT

       2.1  LOANS.

               (a)   Loans.

                      (i) Tranche A Term Loans. Subject to the terms and
conditions hereof, each Lender holding a Tranche A Term Loan Commitment
severally agrees to make, subject to


                                       47
<PAGE>   55
the requirements of Section 2.4, on the Closing Date, a Tranche A Term Loan to
Borrower in an amount equal to such Lender's Tranche A Term Loan Commitment.
Borrower may make only one borrowing under the Tranche A Term Loan Commitment
which shall be on the Closing Date. Any amount borrowed under this Section
2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to
Sections 2.10(b), 2.11(a) and 2.12, all amounts owed hereunder with respect to
the Tranche A Term Loans shall be paid in full no later than the Tranche A Term
Loan Maturity Date. Each Lender's Tranche A Term Loan Commitment shall terminate
immediately and without further action on the Closing Date after giving effect
to the funding of such Lender's Tranche A Term Loan Commitment.

                      (ii) Delayed Draw Term Loans. During the Delayed Draw Term
Loan Commitment Period, subject to the terms and conditions hereof, each Lender
holding a Delayed Draw Term Loan Commitment severally agrees to make, subject to
the requirements of Section 2.4, Delayed Draw Term Loans to Borrower in the
aggregate amount up to but not exceeding such Lender's Delayed Draw Term Loan
Commitment; provided that, after giving effect to the making of each Delayed
Draw Term Loan, Parent and Borrower shall be in compliance, on a pro forma basis
as of the last day of the most recently concluded Fiscal Quarter (or in the case
of borrowings prior to December 31, 2000, as of the last day of the then current
Fiscal Quarter) with the financial covenants set forth in Section 6.6, 6.7 or
6.8, as applicable. Borrower may make one or more drawings on the Delayed Draw
Term Loan Commitments during the Delayed Draw Term Loan Commitment Period. Any
amounts borrowed under this Section 2.1(a)(ii) and subsequently repaid or
prepaid may not be reborrowed. Subject to Sections 2.10(b), 2.11(a) and 2.12,
all amounts owed hereunder with respect to the Delayed Draw Term Loans shall be
paid in full no later than the Delayed Draw Term Loan Maturity Date. Each
Lender's Delayed Draw Term Loan Commitment shall terminate immediately and
without further action upon the funding in full of such Lender's Delayed Draw
Term Loan Commitment. Any unborrowed amount of one half of each Lender's Delayed
Draw Term Loan Commitment shall expire immediately and without further action on
the date occurring twelve (12) months after the Closing Date, if Delayed Draw
Term Loans in at least such amount are not made on or before such date and any
unborrowed amount of the remainder of the Delayed Draw Term Loan Commitment
shall expire immediately and without further action on a date occurring
twenty-four (24) months after the Closing Date, if Delayed Draw Term Loans in an
amount equal to the aggregate Delayed Draw Term Loan Commitments are not made on
or before such date.

                      (iii) Nortel Networks Loans. During the Nortel Networks
Loan Commitment Period, subject to the terms and conditions hereof, each Lender
holding a Nortel Networks Loan Commitment severally agrees to make, subject to
the requirements of Section 2.4, Nortel Networks Loans to Borrower in the
aggregate amount up to but not exceeding such Lender's Nortel Networks Loan
Commitment; provided that, after giving effect to the making of each Nortel
Networks Loan, Parent and Borrower shall be in compliance, on a pro forma basis
as of the last day of the most recently concluded Fiscal Quarter (or, in the
case of borrowings prior to December 31, 2000 as of the last day of the then
current Fiscal Quarter) with the financial



                                       48
<PAGE>   56
covenants set forth in Section 6.6, 6.7, or 6.8, as applicable. Borrower may
make one or more drawings on the Nortel Networks Loan Commitments during the
Nortel Networks Loan Commitment Period. Any amounts borrowed under this Section
2.1(a)(iii) and subsequently repaid or prepaid may not be reborrowed. Subject to
Sections 2.10(b), 2.11(a) and 2.12, all amounts owed hereunder with respect to
the Nortel Networks Loans shall be paid in full no later than the Nortel
Networks Loan Maturity Date. Each Lender's Nortel Networks Loan Commitment shall
terminate immediately and without further action upon the funding in full of
such Lender's Nortel Networks Loan Commitment. Each Lender's Nortel Networks
Loan Commitment shall expire immediately and without further action on a date
occurring twenty-four (24) months after the Closing Date, if Nortel Networks
Loans in at least such amount are not made on or before such date. The Borrower
shall not be permitted to borrow the Nortel Networks Loan (other than borrowings
on the Closing Date to refinance item (iii) of the definition of Existing
Indebtedness) if, after giving effect to such borrowing, the ratio of the Total
Utilization of Nortel Networks Loan Commitments (excluding borrowings on the
Closing Date to refinance item (iii) of the definition of Existing Indebtedness)
to the Nortel Networks Loan Commitments (excluding borrowings on the Closing
Date to refinance item (iii) of the definition of Existing Indebtedness) shall
exceed the ratio of the Total Utilization of Delayed Draw Term Loan Commitments
to the Delayed Draw Term Loan Commitments.

                      (iv) Revolving Loans. During the Revolving Loan Commitment
Period, subject to the terms and conditions hereof, each Lender holding a
Revolving Loan Commitment severally agrees to make, subject to the requirements
of Section 2.4, Revolving Loans to Borrower in the aggregate amount up to but
not exceeding such Lender's Revolving Loan Commitment as of the Closing Date;
provided that after giving effect to the making of any Revolving Loans in no
event shall the Total Utilization of Revolving Loan Commitments exceed the
Revolving Loan Commitments then in effect. Amounts borrowed pursuant to this
Section 2.1(a)(iv) may be repaid and reborrowed during the Revolving Loan
Commitment Period. Subject to Section 2.10(a), 2.11(b) and 2.12, each Lender's
Revolving Loan Commitment shall expire on the Revolving Loan Commitment
Termination Date and all Revolving Loans and all other amounts owed hereunder
with respect to the Revolving Loans and the Revolving Loan Commitments shall be
paid in full no later than such date.

                      (v) Incremental Facilities. Borrower may (but in no event
earlier than the date falling six calendar months following the Closing Date) by
written notice to Syndication Agent elect to request (A) prior to the last day
of the Delayed Draw Term Loan Commitment Period, an increase to the existing
Delayed Draw Term Loan Commitments (any such increase, the "NEW DELAYED DRAW
TERM LOAN COMMITMENTS"), (B) prior to the last day of the Revolving Loan
Commitment Period, an increase to the existing Revolving Loan Commitments (any
such increase, the "NEW REVOLVING LOAN COMMITMENTS") and/or (C) the
establishment of one or more new term loan commitments (the "NEW TERM LOAN
COMMITMENTS"), by an aggregate amount not in excess of $100,000,000 in the
aggregate and not less than $20,000,000 individually (or such lesser amount
which shall be approved by Administrative Agent and


                                       49
<PAGE>   57
Syndication Agent or such lesser amount that shall constitute the difference
between $100,000,000 and all such New Delayed Draw Term Loan Commitments, New
Revolving Loan Commitments and New Term Loan Commitments obtained prior to such
date), and integral multiples of $5,000,000 in excess of that amount. Each such
notice shall specify (A) the date (each, an "INCREASED AMOUNT DATE") on which
Borrower proposes that the New Delayed Draw Term Loan Commitments, New Revolving
Loan Commitments or New Term Loan Commitments, as applicable, shall be effective
and that Loans be made pursuant to the New Term Loan Commitments ("NEW TERM
LOANS"), which shall be a date not less than 10 Business Days after the date on
which such notice is delivered to Administrative Agent and (B) the identity of
each Lender or other Person (each, a "NEW DELAYED DRAW TERM LOAN LENDER", "NEW
REVOLVING LOAN LENDER" or "NEW TERM LOAN LENDER", as applicable) to whom
Borrower proposes any portion of such New Delayed Draw Term Loan Commitments,
New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be
allocated and the amounts of such allocations; provided that any Lender
approached to provide all or a portion of the New Delayed Draw Term Loan
Commitments, New Revolving Loan Commitments or New Term Loan Commitments may
elect or decline, in its sole discretion, to provide a New Delayed Draw Term
Loan Commitment, a New Revolving Loan Commitment or a New Term Loan Commitment.
Such New Delayed Draw Term Loan Commitments, New Revolving Loan Commitments or
New Term Loan Commitments shall become effective and any such Series of New Term
Loans shall be made, as applicable, as of such Increased Amount Date; provided
that (1) each of the representations and warranties of the Credit Parties in the
Credit Documents shall be true and correct in all material respects on and as of
that Increased Amount Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects on and as of such
earlier date; (2) no Default or Event of Default shall exist on such Increased
Amount Date before or after giving effect to such New Delayed Draw Term Loan
Commitments, New Revolving Loan Commitments or New Term Loan Commitments, as
applicable; (3) both before and after giving effect to the making of any Series
of New Term Loans or any New Delayed Draw Term Loans or New Revolving Loans,
each of the conditions set forth in Section 3.2 shall be satisfied; (4) Borrower
and its Subsidiaries shall be in pro forma compliance with each of the covenants
set forth in Sections 6.6 or 6.7, as applicable, and Parent shall be in pro
forma compliance with the covenants set forth in Section 6.8, as of the last day
of the most recently ended Fiscal Quarter after giving effect to such New
Delayed Draw Term Loan Commitments, New Revolving Loan Commitments or New Term
Loan Commitments and any Loans made on the Increased Amount Date, as applicable;
(5) each increase in the New Delayed Draw Term Loan Commitments, New Revolving
Loan Commitments or New Term Loan Commitments, as applicable, shall be effected
pursuant to one or more Joinder Agreements executed and delivered to Syndication
Agent and Administrative Agent, and each shall be recorded in the Register, each
of which shall be subject to the requirements set forth in Section 2.19(c); (6)
Borrower shall make any payments required pursuant to Section 2.17(c) in
connection with the New Delayed Draw Term Loan Commitments, New Revolving Loan
Commitments or New Term Loan Commitments, as applicable; (7)


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<PAGE>   58
Borrower shall deliver or cause to be delivered any legal opinions or other
documents reasonably requested by Administrative Agent in connection with any
such transaction; and (8) to the extent deemed necessary by Syndication Agent,
in its sole discretion, provisions shall have been made to ensure that no less
than 50% of the Delayed Draw Term Loan Commitments, Revolving Loan Commitments
or Nortel Networks Loan Commitments, as applicable, remain funded through the
Delayed Draw Term Loan Maturity Date, Revolving Loan Maturity Date or Nortel
Networks Loan Maturity Date, as applicable. Any New Term Loans made shall be a
separate series ("SERIES") of New Term Loans for all purposes of this Agreement.

        On any Increased Amount Date on which New Delayed Draw Term Loan
Commitments are effected, subject to the satisfaction of the foregoing terms and
conditions, (a) each of the Delayed Draw Term Loan Lenders shall assign to each
of the New Delayed Draw Term Loan Lenders, and each of the New Delayed Draw Term
Loan Lenders shall purchase from each of the Delayed Draw Term Loan Lenders, at
the principal amount thereof (together with accrued interest), such interests in
the Delayed Draw Term Loan outstanding on such Increased Amount Date as shall be
necessary in order that, after giving effect to all such assignments and
purchases, such Delayed Draw Term Loan will be held by existing Delayed Draw
Term Loan Lenders and New Delayed Draw Term Loan Lenders ratably in accordance
with their Delayed Draw Term Loan Commitments after giving effect to the
addition of such New Delayed Draw Term Loan Commitments to the Delayed Draw Term
Loan Commitments, (b) each New Delayed Draw Term Loan Commitment shall be deemed
for all purposes a Delayed Draw Term Loan Commitment and each Loan made
thereunder (a "NEW DELAYED DRAW TERM LOAN") shall be deemed, for all purposes, a
Delayed Draw Term Loan and (c) each New Delayed Draw Term Loan Lender shall
become a Lender with respect to the New Delayed Draw Term Loan Commitment and
all matters relating thereto.

        On any Increased Amount Date on which New Revolving Loan Commitments are
effected, subject to the satisfaction of the foregoing terms and conditions, (a)
each of the Revolving Lenders shall assign to each of the New Revolving Loan
Lenders, and each of the New Revolving Loan Lenders shall purchase from each of
the Revolving Loan Lenders, at the principal amount thereof (together with
accrued interest), such interests in the Revolving Loans outstanding on such
Increased Amount Date as shall be necessary in order that, after giving effect
to all such assignments and purchases, such Revolving Loans will be held by
existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in
accordance with their Revolving Loan Commitments after giving effect to the
addition of such New Revolving Loan Commitments to the Revolving Loan
Commitments, (b) each New Revolving Loan Commitment shall be deemed for all
purposes a Revolving Loan Commitment and each Loan made thereunder (a "NEW
REVOLVING LOAN") shall be deemed, for all purposes, a Revolving Loan and (c)
each New Revolving Loan Lender shall become a Lender with respect to the New
Revolving Loan Commitment and all matters relating thereto.


                                       51


<PAGE>   59


       On any Increased Amount Date on which any New Term Loan Commitments of
any Series are effective, subject to the satisfaction of the foregoing terms and
conditions, (i) each New Term Loan Lender of any Series shall make a New Term
Loan to Borrower to the extent required to be made under the New Term Loan
Commitment of such Series on such date, and (ii) each New Term Loan Lender of
any Series shall become a Lender hereunder with respect to the New Term Loan
Commitment of such Series and the New Term Loans of such Series made pursuant
thereto.

        The Administrative Agent shall notify the Lenders in writing promptly
upon receipt of Borrower's notice of each Increased Amount Date and in respect
thereof the New Delayed Draw Term Loan Commitments and the New Delayed Draw Term
Loan Lenders, the New Revolving Loan Commitments and the New Revolving Loan
Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders
of such Series, as applicable, and (x) in the case of each notice to any Delayed
Draw Term Loan Lender, the respective interests in such Delayed Draw Term Loan
Lender's Delayed Draw Term Loans, and (y) in the case of each notice to any
Revolving Loan Lender, the respective interests in such Revolving Loan Lender's
Revolving Loans, in each case subject to the assignments contemplated by this
section.

        The terms and provisions of the New Term Loans of any Series and New
Term Loan Commitments of any Series shall be, except as otherwise set forth
herein or in the Joinder Agreement, identical to the Tranche A Term Loans. The
terms and provisions of the New Revolving Loans shall be identical to the
Revolving Loans. The terms and provisions of the New Delayed Draw Term Loans
shall be identical to the Delayed Draw Term Loans. In any event (i) the
amortization of the New Term Loans of any Series shall occur no sooner than the
amortization of the Revolving Loans, the Tranche A Term Loans and the Delayed
Draw Term Loans, (ii) the applicable New Term Loan Maturity Date shall be no
shorter than the final maturity of the Revolving Loans, the Tranche A Term Loans
and the Delayed Draw Term Loans, (iii) the New Term Loan Maturity Date of any
Series shall be no later than six months prior to the maturity of any Permitted
Parent Debt, and (iv) the rate of interest applicable to New Revolving Loans and
New Delayed Draw Term Loans shall be the same as the interest rate applicable to
Revolving Loans incurred pursuant to Section 2.1(a)(iv) of this Agreement or
Delayed Draw Term Loans incurred pursuant to Section 2.1(a)(ii), as applicable,
and the rate of interest applicable to New Term Loans of any Series shall be
determined by Borrower and the applicable new Lenders and shall be set forth in
each applicable Joinder Agreement; provided however that the Applicable Margin
for the New Term Loans shall not be greater than the Applicable Margin for
Tranche A Term Loans plus .50% per annum. Each Joinder Agreement may, without
the consent of any other Lenders, effect such amendments to this Agreement and
the other Credit Documents as may be necessary or appropriate, in the opinion of
the Syndication Agent and the Administrative Agent, to effect the provision of
this Section 2.1(a)(v).



                                       52
<PAGE>   60
               (b)   Borrowing Mechanics for Loans.

                      (i) Loans (other than Tranche A Term Loans and New Term
        Loans) shall be made in a minimum amount of $5,000,000 and integral
        multiples of $1,000,000 in excess thereof.

                      (ii) With respect to Tranche A Term Loans, Borrower shall
        deliver to Administrative Agent a fully executed and delivered Closing
        Date Certificate (which shall be deemed to be a Funding Notice with
        respect to the Tranche A Term Loans for all purposes hereof) no later
        than one day prior to the Closing Date. Promptly upon receipt by
        Administrative Agent of such certificate, Administrative Agent shall
        notify each Lender in writing of the proposed borrowing.

                      (iii) Whenever Borrower desires that Lenders make Loans
        (other than the Tranche A Term Loans), Borrower shall deliver to
        Administrative Agent telephonic notice no later than 12:00 noon (New
        York City time), followed by a fully executed and delivered Funding
        Notice, at least three Business Days in advance of the proposed Credit
        Date in the case of a Eurodollar Rate Loan, and at least one Business
        Day in advance of the proposed Credit Date in the case of a Base Rate
        Loan. Except as otherwise provided herein, any such telephonic notice
        and/or a Funding Notice for a Loan that is a Eurodollar Rate Loan shall
        be irrevocable on and after the related Interest Rate Determination
        Date, and Borrower shall be bound to make a borrowing in accordance
        therewith.

                       (iv) Notice of receipt of each Funding Notice in respect
        of Loans, together with the amount of each Lender's Pro Rata Share
        thereof, if any, together with the applicable interest rate and Interest
        Period, shall be provided by Administrative Agent to each applicable
        Lender by telefacsimile with reasonable promptness, but not later than
        1:00 p.m. (New York City time) on the same day as Administrative Agent's
        receipt of such Funding Notice from Borrower.

                       (v) Each Lender shall make the amount of its Loan
        available to Administrative Agent not later than 1:00 p.m. (New York
        City time) on the applicable Credit Date by wire transfer of same day
        funds in Dollars, at the Administrative Agent's Principal Office. Except
        as provided herein, upon satisfaction or waiver of the conditions
        precedent specified herein, Administrative Agent shall make the proceeds
        of such Loans available to Borrower on the applicable Credit Date by
        causing an amount of same day funds in Dollars equal to the proceeds of
        all such Loans received by Administrative Agent from Lenders to be
        credited to the account of Borrower at the Administrative Agent's
        Principal Office or such other account as may be designated in writing
        to Administrative Agent by Borrower.


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<PAGE>   61
       2.2 ISSUANCE OF LETTERS OF CREDIT AND PURCHASE OF PARTICIPATIONS THEREIN.

               (a) Letters of Credit. During the Revolving Loan Commitment
Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue
Letters of Credit for the account of Borrower in the aggregate amount up to but
not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit
shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit
shall not be less than $100,000 or such lesser amount as is acceptable to
Issuing Bank; (iii) after giving effect to such issuance, in no event shall the
Total Utilization of Revolving Loan Commitments exceed the Revolving Loan
Commitments then in effect; (iv) after giving effect to such issuance, in no
event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then
in effect; and (v) in no event shall any standby Letter of Credit have an
expiration date later than the earlier of (1) the Revolving Loan Commitment
Termination Date and (2) the date which is one year from the date of issuance of
such standby Letter of Credit and (vi) in no event shall any commercial Letter
of Credit (x) have an expiration date later than the earlier of (1) the
Revolving Loan Commitment Termination Date and (2) the date which is 180 days
from the date of issuance of such commercial Letter of Credit or (y) be issued
if such commercial Letter of Credit is otherwise unacceptable to the Issuing
Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank may
agree that a standby Letter of Credit will automatically be extended for one or
more successive periods not to exceed one year each, unless Issuing Bank elects
not to extend for any such additional period; provided, Issuing Bank shall not
extend any such Letter of Credit if it has received written notice that an Event
of Default has occurred and is continuing at the time Issuing Bank must elect to
allow such extension; provided, further, in the event a Funding Default exists,
Issuing Bank shall not be required to issue any Letter of Credit unless Issuing
Bank has entered into arrangements satisfactory to it and Borrower to eliminate
Issuing Bank's risk with respect to the participation in Letters of Credit of
the Defaulting Lender, including by cash collateralizing such Defaulting
Lender's Pro Rata Share of the Letter of Credit Usage.

               (b) Notice of Issuance. Whenever Borrower desires the issuance of
a Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice
no later than 12:00 p.m. (New York City time) at least three Business Days or
such shorter period as may be agreed to by Issuing Bank in any particular
instance, in advance of the proposed date of issuance. Upon satisfaction or
waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the
requested Letter of Credit only in accordance with Issuing Bank's standard
operating procedures. Upon the issuance of any Letter of Credit or amendment or
modification to a Letter of Credit, Issuing Bank shall promptly notify each
Lender in writing of such issuance, which notice shall be accompanied by a copy
of such Letter of Credit or amendment or modification to a Letter of Credit and
the amount of such Lender's respective participation in such Letter of Credit
pursuant to Section 2.2(e). Within fifteen (15) days after the end of each month
ending after the Closing Date, so long as any Letter of Credit shall have been
outstanding during such month, Issuing Bank shall deliver to each Lender a
report setting forth for such month the daily aggregate


                                       54
<PAGE>   62
amount available to be drawn under the Letters of Credit that were outstanding
during such month.

               (c) Responsibility of Issuing Bank With Respect to Requests for
Drawings and Payments. In determining whether to honor any drawing under any
Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible
only to examine the documents delivered under such Letter of Credit with
reasonable care so as to ascertain whether they appear on their face to be in
accordance with the terms and conditions of such Letter of Credit. As between
Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions
of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, Issuing Bank shall not be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such transferable Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason; (iii) failure of the
beneficiary of any such Letter of Credit to comply fully with any conditions
required in order to draw upon such Letter of Credit; (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, whether or not they be in cipher; (v)
errors in interpretation of technical terms; (vi) any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising
from causes beyond the control of Issuing Bank, including any Governmental Acts;
none of the above shall affect or impair, or prevent the vesting of, any of
Issuing Bank's rights or powers hereunder. Without limiting the foregoing and in
furtherance thereof and subject to the final sentence of this clause (c), any
action taken or omitted by Issuing Bank under or in connection with the Letters
of Credit or any documents and certificates delivered thereunder, if taken or
omitted in good faith, shall not put Issuing Bank under any resulting liability
to Borrower. Notwithstanding anything to the contrary contained in this Section
2.2(c), Borrower shall retain any and all rights it may have against Issuing
Bank for any liability arising solely out of the gross negligence or willful
misconduct of Issuing Bank.

               (d) Reimbursement by Borrower of Amounts Drawn or Paid Under
Letters of Credit. In the event Issuing Bank has determined to honor a drawing
under a Letter of Credit, it shall immediately notify Borrower and
Administrative Agent, and Borrower shall reimburse Issuing Bank on or before the
Business Day immediately following the date on which such drawing is honored
(the "Reimbursement Date") in an amount in Dollars and in same day funds equal
to the amount of such honored drawing; provided, anything contained herein to
the contrary notwithstanding, (i) unless Borrower shall have notified
Administrative Agent and


                                       55
<PAGE>   63
Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing
is honored that Borrower intends to reimburse Issuing Bank for the amount of
such honored drawing with funds other than the proceeds of Revolving Loans,
Borrower shall be deemed to have given a timely Funding Notice to Administrative
Agent requesting Revolving Lenders to make Revolving Loans that are Base Rate
Loans on the Reimbursement Date in an amount in Dollars equal to the amount of
such honored drawing (and the Administrative Agent shall give prompt written
notice thereof and the amount of its respective Pro Rata Share of the amount of
such honored drawing to each of the Lenders), and (ii) subject to satisfaction
or waiver of the conditions specified in Section 3.2, Revolving Lenders shall,
on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the
amount of such honored drawing, the proceeds of which shall be applied directly
by Administrative Agent to reimburse Issuing Bank for the amount of such honored
drawing; and provided further, if for any reason proceeds of Revolving Loans are
not received by Issuing Bank on the Reimbursement Date in an amount equal to the
amount of such honored drawing, Borrower shall reimburse Issuing Bank, on
demand, in an amount in same day funds equal to the excess of the amount of such
honored drawing over the aggregate amount of such Revolving Loans, if any, which
are so received. Nothing in this Section 2.2(d) shall be deemed to relieve any
Revolving Lender from its obligation to make Revolving Loans on the terms and
conditions set forth herein, and Borrower shall retain any and all rights it may
have against any Revolving Lender resulting from the failure of such Revolving
Lender to make such Revolving Loans under this Section 2.2(d).

               (e) Lenders' Purchase of Participations in Letters of Credit.
Immediately upon the issuance of each Letter of Credit, each Lender having a
Revolving Loan Commitment shall be deemed to have purchased, and hereby agrees
to irrevocably purchase, from Issuing Bank a participation in such Letter of
Credit and any drawings honored thereunder in an amount equal to such Lender's
Pro Rata Share (with respect to the Revolving Loan Commitments) of the maximum
amount which is or at any time may become available to be drawn thereunder. In
the event that Borrower shall fail for any reason to reimburse Issuing Bank as
provided in Section 2.2(d), Issuing Bank shall promptly notify each Lender in
writing of the unreimbursed amount of such honored drawing and of such Lender's
respective participation therein based on such Lender's Pro Rata Share of the
Revolving Loan Commitments. Each Lender shall make available to Issuing Bank an
amount equal to its respective participation, in Dollars and in same day funds,
at the office of Issuing Bank specified in such notice, not later than 1:00 p.m.
(New York City time) on the first business day (under the laws of the
jurisdiction in which such office of Issuing Bank is located) after the date
notified by Issuing Bank. In the event that any Lender fails to make available
to Issuing Bank on such business day the amount of such Lender's participation
in such Letter of Credit as provided in this Section 2.2(e), Issuing Bank shall
be entitled to recover such amount on demand from such Lender together with
interest thereon for three Business Days at the rate customarily used by Issuing
Bank for the correction of errors among banks and thereafter at the Base Rate.
Nothing in this Section 2.2(e) shall be deemed to prejudice the right of any
Lender to recover from Issuing Bank any amounts made available by such Lender to
Issuing Bank pursuant to this Section in the event that it is determined that
the payment with


                                       56
<PAGE>   64
respect to a Letter of Credit in respect of which payment was made by such
Lender constituted gross negligence or willful misconduct on the part of Issuing
Bank. In the event Issuing Bank shall have been reimbursed by other Lenders
pursuant to this Section 2.2(e) for all or any portion of any drawing honored by
Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to
each Lender which has paid all amounts payable by it under this Section 2.2(e)
with respect to such honored drawing such Lender's Pro Rata Share of all
payments subsequently received by Issuing Bank from Borrower in reimbursement of
such honored drawing promptly when such payments are received. Any such
distribution shall be made to a Lender at its primary address set forth below
its name on Appendix B or at such other address as such Lender may request.

               (f) Obligations Absolute. The obligation of Borrower to reimburse
Issuing Bank for drawings honored under the Letters of Credit issued by it and
to repay any Revolving Loans made by Lenders pursuant to Section 2.2(d) and the
obligations of Lenders under Section 2.2(e) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms hereof under
all circumstances including any of the following circumstances: (i) any lack of
validity or enforceability of any Letter of Credit; (ii) the existence of any
claim, set-off, defense or other right which Borrower or any Lender may have at
any time against a beneficiary or any transferee of any Letter of Credit (or any
Persons for whom any such transferee may be acting), Issuing Bank, Lender or any
other Person or, in the case of a Lender, against Borrower, whether in
connection herewith, with the transactions contemplated herein or with any
unrelated transaction (including any underlying transaction between Borrower or
one of its Subsidiaries and the beneficiary for which any Letter of Credit was
procured); (iii) any draft or other document presented under any Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; (iv) payment
by Issuing Bank under any Letter of Credit against presentation of a draft or
other document which does not substantially comply with the terms of such Letter
of Credit; (v) any adverse change in the business, operations, properties,
assets, condition (financial or otherwise) or prospects of Parent or any of its
Subsidiaries; (vi) any breach hereof or of any other Credit Document by any
party thereto; (vii) any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing; or (viii) the fact that an Event of Default
or a Default shall have occurred and be continuing; provided, in each case, that
payment by Issuing Bank under the applicable Letter of Credit shall not have
constituted gross negligence or willful misconduct of Issuing Bank under the
circumstances in question.

               (g) Indemnification. Without duplication of any obligation of
Borrower under Section 10.2 or 10.3, in addition to amounts payable as provided
herein, Borrower hereby agrees to protect, indemnify, pay and save harmless
Issuing Bank and the Lenders from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of counsel and allocated costs of internal
counsel) which Issuing Bank and the Lenders may incur or be subject to as a
consequence, direct or indirect, of (i) the issuance of any Letter of Credit by
Issuing Bank, or the wrongful dishonor by


                                       57
<PAGE>   65
Issuing Bank of a proper demand for payment made under any Letter of Credit
issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any
such Letter of Credit as a result of any Governmental Act, in each case, other
than as a result of the gross negligence or willful misconduct of Issuing Bank.

       2.3 PRO RATA SHARES; AVAILABILITY OF FUNDS.

               (a) Pro Rata Shares. All Loans shall be made, and all
participations purchased, by Lenders proportionately to their respective Pro
Rata Shares and otherwise in accordance with subsection 2.1(b)(v), it being
understood that no Lender shall be responsible for any default by any other
Lender in such other Lender's obligation to make a Loan requested hereunder or
purchase a participation required hereby nor shall any Commitment of any Lender
be increased or decreased as a result of a default by any other Lender in such
other Lender's obligation to make a Loan requested hereunder or purchase a
participation required hereby.

               (b) Availability of Funds. Unless Administrative Agent shall have
been notified by any Lender prior to the applicable Credit Date that such Lender
does not intend to make available to Administrative Agent the amount of such
Lender's Loan requested on such Credit Date, Administrative Agent may assume
that such Lender has made such amount available to Administrative Agent on such
Credit Date and Administrative Agent may, in its sole discretion, but shall not
be obligated to, make available to Borrower a corresponding amount on such
Credit Date. If such corresponding amount is not in fact made available to
Administrative Agent by such Lender, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Credit Date until the date such amount
is paid to Administrative Agent, at the Federal Funds Effective Rate for three
Business Days and thereafter at the Base Rate. If such Lender does not pay such
corresponding amount forthwith upon Administrative Agent's demand therefor,
Administrative Agent shall promptly notify Borrower and Borrower shall
immediately pay such corresponding amount to Administrative Agent together with
interest thereon, for each day from such Credit Date until the date such amount
is paid to Administrative Agent, at the rate payable hereunder for Base Rate
Loans for such Class of Loans. Nothing in this Section 2.3(b) shall be deemed to
relieve any Lender from its obligation to fulfill its Commitments hereunder or
to prejudice any rights that Borrower may have against any Lender as a result of
any default by such Lender hereunder.

       2.4 USE OF PROCEEDS. The proceeds of the Tranche A Term Loans, up to
$45,000,000 of the Revolving Loans, and up to $14,000,000 of Nortel Networks
Loans shall be drawn down on the Closing Date and used (i) to repay Existing
Indebtedness, (ii) to pay Transaction Costs, (iii) to provide financing for the
cost of design, development, acquisition, construction, installation, operation,
improvement, transportation or integration of equipment, inventory or network
assets and (iv) to provide financing for general corporate purposes, including
Permitted Acquisitions and working capital purposes. The proceeds of the Delayed
Draw Term Loans and



                                       58


<PAGE>   66
the Revolving Loans shall be used (i) to provide financing for the cost of
design, development, acquisition, construction, installation, operation,
improvement, transportation or integration of equipment, inventory or network
assets, and (ii) to provide financing for general corporate purposes, including
Permitted Acquisitions and working capital purposes. No portion of the proceeds
of any Credit Extension shall be used by Parent or any of its Subsidiaries in
any manner that might cause such Credit Extension or the application of such
proceeds to violate Regulation T, Regulation U or Regulation X of the Board of
Governors of the Federal Reserve System or any other regulation thereof or to
violate the Exchange Act. The proceeds of Nortel Networks Loans drawn on the
Closing Date shall be used solely to repay amounts owing under item (iii) of the
definition of Existing Indebtedness, and the proceeds of Nortel Networks Loans
thereafter shall be used solely to provide financing for the purchase of, or
re-financing of the cost to the Borrower of the prior purchase of, equipment
licensed, manufactured or supplied by Nortel Networks and related services
(including, without limitation, the installation and construction services in
respect of such equipment) from Nortel Networks and related fees, charges and
expenses in respect thereof to the extent incurred subsequent to the Closing
Date or pursuant to TriVergent's equipment purchase commitment contained in that
certain TriVergent Amendment No. 2 to the Master Purchase Agreement dated March
7, 2000, between TriVergent and Nortel Networks.

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

              (a) Lenders' Evidence of Debt. Each Lender shall maintain on its
internal records an account or accounts evidencing the Indebtedness of Borrower
to such Lender, including the amounts of the Loans made by it and each repayment
and prepayment in respect thereof. Any such recordation shall be conclusive and
binding on Borrower, absent manifest error; provided, failure to make any such
recordation, or any error in such recordation, shall not affect any Lender's
Commitments or Borrower's Obligations in respect of any applicable Loans; and
provided further, in the event of any inconsistency between the Register and any
Lender's records, the recordations in the Register shall govern.

               (b) Register. Administrative Agent shall maintain at its
Principal Office a register for the recordation of the names and addresses of
Lenders and the Commitments and Loans of each Lender from time to time (the
"Register"). The Register shall be available for inspection by Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice. Administrative Agent shall record in the Register the Commitments and
the Loans, and each repayment or prepayment in respect of the principal amount
of the Loans, and any such recordation shall be conclusive and binding on
Borrower and each Lender, absent manifest error (it being acknowledged that any
Lender may request any supporting documentation and the Administrative Agent
shall promptly provide the same); provided, failure to make any such
recordation, or any error in such recordation, shall not affect any Lender's
Commitments or Borrower's Obligations in respect of any Loan. Borrower hereby
designates First Union to serve as Borrower's agent solely for purposes of
maintaining the Register as



                                       59
<PAGE>   67
provided in this Section 2.5, and Borrower hereby agrees that, to the extent
First Union serves in such capacity, First Union and its officers, directors,
employees, agents and affiliates shall constitute "Indemnitees."

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

       2.6 INTEREST ON LOANS.

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

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

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

               (b) The basis for determining the rate of interest with respect
to any Loan, and the Interest Period with respect to any Eurodollar Rate Loan,
shall be selected by Borrower and notified to Administrative Agent and Lenders
pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as
the case may be; provided, that Loans shall be made as Base Rate Loans or
Eurodollar Rate Loans having an Interest Period of no longer than one (1) month
until the earlier of the date nine (9) months after the Closing Date and the
date that Syndication Agent notifies Borrower that the primary syndication of
the Loans and Commitments has been completed, as determined by Syndication
Agent. If on any day a Loan is outstanding with respect to which a Funding
Notice or Conversion/Continuation Notice has not been delivered to
Administrative Agent in accordance with the terms hereof specifying the
applicable basis for determining the rate of interest, then for that day such
Loan shall be a Base Rate Loan.

               (c) In connection with Eurodollar Rate Loans there shall be no
more than ten (10) Interest Periods outstanding at any time. In the event
Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in
the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if
outstanding as a Eurodollar Rate Loan) will be automatically converted into a
Base Rate Loan on the last day of the then-current Interest Period for such Loan
(or if outstanding as a Base Rate Loan will remain as, or (if not then
outstanding) will be made as, a Base Rate Loan). In the event Borrower fails to
specify an Interest Period for any Eurodollar Rate Loan in the applicable
Funding Notice or Conversion/Continuation Notice,



                                       60
<PAGE>   68
Borrower shall be deemed to have selected an Interest Period of one month. As
soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate
Determination Date, Administrative Agent shall determine (which determination
shall, absent manifest error, be final, conclusive and binding upon all parties)
the interest rate that shall apply to the Eurodollar Rate Loans for which an
interest rate is then being determined for the applicable Interest Period and
shall promptly give notice thereof and of the applicable Interest Period (in
writing or by telephone confirmed in writing) to Borrower and each Lender.

               (d) Interest payable pursuant to Section 2.6(a) shall be computed
in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the
case may be, and in the case of Eurodollar Rate Loans, on the basis of a 360-day
year, in each case, for the actual number of days elapsed in the period during
which it accrues. In computing interest on any Loan, the date of the making of
such Loan or the first day of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan,
the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as
the case may be, shall be included, and the date of payment of such Loan or the
expiration date of an Interest Period applicable to such Loan or, with respect
to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of
conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may
be, shall be excluded; provided, if a Loan is repaid on the same day on which it
is made, one day's interest shall be paid on that Loan.

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

               (f) Borrower agrees to pay to Issuing Bank, with respect to
drawings honored under any Letter of Credit, interest on the amount paid by
Issuing Bank in respect of each such honored drawing from the date such drawing
is honored to but excluding the date such amount is reimbursed by or on behalf
of Borrower at a rate equal to, for the period from the date such drawing is
honored to but excluding the applicable Reimbursement Date, the rate of interest
otherwise payable hereunder with respect to Revolving Loans that are Base Rate
Loans, and thereafter, a rate which is 2% per annum in excess of the rate of
interest otherwise payable hereunder with respect to Revolving Loans that are
Base Rate Loans, but not in excess of the rate applicable to Base Rate Loans
after an Event of Default.

               (g) Interest payable pursuant to Section 2.6(f) shall be computed
on the basis of a 365- or 366-day year for the actual number of days elapsed in
the period during which it accrues, and shall be payable on demand or, if no
demand is made, on the date on which the related drawing under a Letter of
Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of


                                       61
<PAGE>   69
any payment of interest pursuant to Section 2.6(f), Issuing Bank shall
distribute to each Lender, out of the interest received by Issuing Bank in
respect of the period from the date such drawing is honored to but excluding the
date on which Issuing Bank is reimbursed for the amount of such drawing
(including any such reimbursement out of the proceeds of any Revolving Loans),
the amount that such Lender would have been entitled to receive in respect of
the letter of credit fee that would have been payable in respect of such Letter
of Credit for such period if no drawing had been honored under such Letter of
Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all
or any portion of such honored drawing, Issuing Bank shall distribute to each
Lender which has paid all amounts payable by it under Section 2.2(e) with
respect to such honored drawing such Lender's Pro Rata Share of any interest
received by Issuing Bank in respect of that portion of such honored drawing so
reimbursed by Lenders for the period from the date on which Issuing Bank was so
reimbursed by Lenders to but excluding the date on which such portion of such
honored drawing is reimbursed by Borrower.

       2.7 CONVERSION/CONTINUATION.

               (a) Subject to Section 2.17 and so long as no Default or Event of
Default shall have occurred and then be continuing, Borrower shall have the
option:

                      (i) to convert at any time all or any part of any Loan
       equal to $5,000,000 and integral multiples of $1,000,000 in excess of
       that amount from one Type of Loan to another Type of Loan; provided, a
       Eurodollar Rate Loan may only be converted into a Base Rate Loan on the
       expiration of the Interest Period applicable to such Eurodollar Rate Loan
       unless Borrower shall pay all amounts due under Section 2.17 in
       connection with any such conversion; or

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

               (b) Borrower shall deliver to Administrative Agent telephonic
notice no later than 12:00 noon (New York City time), followed by a
Conversion/Continuation Notice, at least one Business Day in advance of the
proposed conversion date (in the case of a conversion to a Base Rate Loan) and
at least three Business Days in advance of the proposed conversion/continuation
date (in the case of a conversion to, or a continuation of, a Eurodollar Rate
Loan). Except as otherwise provided herein, any such telephonic notice and/or a
Conversion/Continuation Notice for conversion to, or continuation of, any
Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be
irrevocable on and after the related Interest Rate Determination Date, and
Borrower shall be bound to effect a conversion or continuation in accordance
therewith. Notice of receipt of each Conversion/Continuation Notice in respect
of Loans, together with the amount of each Lender's Pro Rata Share thereof, if
any, together with the applicable interest rate and Interest Period, shall be
provided by Administrative Agent to each


                                       62
<PAGE>   70
applicable Lender by telefacsimile with reasonable promptness, but not later
than 2:00 PM (New York City time) on the same day as Administrative Agent's
receipt of such Conversion/Continuation Notice from Borrower.

       2.8 DEFAULT INTEREST. Upon the occurrence and during the continuance of
an Event of Default described in Section 8.1(a), the principal amount of all
Loans and, to the extent permitted by applicable law, any interest payments on
the Loans or any fees or other amounts owed hereunder or under any of the other
Credit Documents not paid when due, in each case whether at stated maturity, by
notice of prepayment, by acceleration or otherwise, shall thereafter bear
interest (including post-petition interest in any proceeding under the
Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate
that is 2% per annum in excess of the interest rate otherwise payable hereunder
with respect to the applicable Loans (or, in the case of any such fees, over-due
interest (to the extent permitted by applicable law) and other amounts, at a
rate which is 2% per annum in excess of the interest rate otherwise payable
hereunder for Base Rate Loans); provided, in the case of Eurodollar Rate Loans,
upon the expiration of the Interest Period in effect at the time any such
increase in interest rate is effective, such Eurodollar Rate Loans shall
thereupon become Base Rate Loans and shall thereafter bear interest payable upon
demand at a rate which is 2% per annum in excess of the interest rate otherwise
payable hereunder for Base Rate Loans. Payment or acceptance of the increased
rates of interest provided for in this Section 2.8 is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of
Default or otherwise prejudice or limit any rights or remedies of Administrative
Agent or any Lender.

       2.9 FEES.

               (a) Borrower agrees to pay to Lenders having Delayed Draw Term
Loan Commitments, Nortel Networks Loan Commitments and/or Revolving Loan
Commitments through Administrative Agent:

                      (i) a commitment fee equal to (1) the average daily unused
       Commitments of such Lender during the preceding quarter multiplied by (2)
       the Applicable Commitment Fee Percentage; and

                      (ii) Letter of Credit fees for the account of the
       Revolving Lenders only, equal to (1) the Applicable Margin for Revolving
       Loans that are Eurodollar Rate Loans, times (2) the average daily maximum
       amount available to be drawn under all such Letters of Credit (regardless
       of whether any conditions for drawing could then be met and determined as
       of the close of business on any date of determination).

All fees referred to in this Section 2.9(a) shall be paid to Administrative
Agent at its Principal Office and upon receipt, Administrative Agent shall
promptly distribute to each Lender in the case of (i), and to each Revolving
Lender in the case of (ii), its Pro Rata Share thereof.


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<PAGE>   71
               (b) Borrower agrees to pay directly to Issuing Bank, for its own
account, the following fees:

                      (i) a fronting fee equal to 0.125% per annum, times the
         aggregate daily amount available to be drawn under all Letters of
         Credit (determined as of the close of business on any date of
         determination); and

                      (ii) such documentary and processing charges for any
         issuance, amendment, transfer or payment of a Letter of Credit in an
         amount and at the time as are payable in accordance with Issuing Bank's
         standard schedule for such charges and as in effect at the time of such
         issuance, amendment, transfer or payment, as the case may be.

               (c) All fees referred to in Section 2.9(a) and 2.9(b)(i) shall be
calculated on the basis of a 360-day year and the actual number of days elapsed
and shall be payable (i) quarterly in arrears on March 31, June 30, September 30
and December 31 of each year, commencing on the first such date to occur after
the Closing Date, (ii) on the Delayed Draw Term Loan Commitment Termination Date
as applicable and (iii) on the Revolving Loan Commitment Termination Date.

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

               (e) In addition, Borrower agrees to pay such commitment and other
fees as may be payable in connection with New Term Loans as set forth in the
applicable Joinder Agreement or otherwise agreed to in writing by Borrower.

       2.10 COMMITMENT REDUCTIONS/SCHEDULED PAYMENTS.

               (a) Scheduled Revolving Commitment Reductions. The Revolving Loan
Commitments hereunder shall be permanently reduced in the percentages of the
aggregate Revolving Loan Commitments as of December 31, 2003 set forth below in
consecutive quarterly installments (each, a "REDUCTION") on the dates set forth
below:


                                       64
<PAGE>   72
<TABLE>
<CAPTION>
                                                    REVOLVING LOAN
                           DATE                  COMMITMENT REDUCTIONS
                           ----                  ---------------------
<S>                                              <C>
                     December 31, 2003                  2.50%

                       March 31, 2004                   2.50%

                        June 30, 2004                   2.50%

                     September 30, 2004                 2.50%

                      December 31, 2004                 3.75%

                       March 31, 2005                   3.75%

                        June 30, 2005                   3.75%

                     September 30, 2005                 3.75%

                      December 31, 2005                 5.00%

                        March 31, 2006                  5.00%

                        June 30, 2006                   5.00%

                     September 30, 2006                 5.00%

                      December 31, 2006                 6.25%

                        March 31, 2007                  6.25%

                        June 30, 2007                   6.25%

                     September 30, 2007                 6.25%

                      December 31, 2007                 7.50%

                        March 31, 2008                  7.50%

                         June 30, 2008                  7.50%

                     September 30, 2008                 7.50%
</TABLE>

Notwithstanding the foregoing, (i) such Reductions shall be reduced in
connection with any voluntary or mandatory reductions of the Revolving Loan
Commitments in accordance with Sections 2.11, 2.12 or 2.13 and (ii) the
Revolving Loans, together with all amounts owing hereunder with respect thereto,
shall be permanently repaid in full no later than the Revolving Loan Maturity
Date.

               (b) Scheduled Tranche A Term Loan Installments, Delayed Draw Term
Loan Installments and Nortel Networks Loan Installments. The principal amounts
of the Tranche A



                                       65
<PAGE>   73
Term Loan, Delayed Draw Term Loans and Nortel Networks Loans shall be repaid in
the percentages of such Loans outstanding as of December 31, 2003 set forth
below in consecutive quarterly installments (each, a "TRANCHE A TERM LOAN
INSTALLMENT", "DELAYED DRAW TERM LOAN INSTALLMENT", or "NORTEL NETWORKS LOAN
INSTALLMENT" as applicable) on the dates set forth below:
<TABLE>
<CAPTION>
                                               TRANCHE A TERM LOAN,
                                         DELAYED DRAW TERM LOAN AND NORTEL
                         DATE                NETWORKS LOAN INSTALLMENTS
                         ----                --------------------------
<S>                                      <C>
                 December 31, 2003                     2.50%

                   March 31, 2004                      2.50%

                    June 30, 2004                      2.50%

                 September 30, 2004                    2.50%

                 December 31, 2004                     3.75%

                   March 31, 2005                      3.75%

                    June 30, 2005                      3.75%

                 September 30, 2005                    3.75%

                 December 31, 2005                     5.00%

                   March 31, 2006                      5.00%

                    June 30, 2006                      5.00%

                 September 30, 2006                    5.00%

                 December 31, 2006                     6.25%

                   March 31, 2007                      6.25%

                    June 30, 2007                      6.25%

                 September 30, 2007                    6.25%

                 December 31, 2007                     7.50%

                   March 31, 2008                      7.50%

                    June 30, 2008                      7.50%

                 September 30, 2008                    7.50%
</TABLE>
               Notwithstanding the foregoing, (i) such Tranche A Term Loan
Installments, Delayed Draw Term Loan Installments and Nortel Networks Loan
Installments shall be reduced


                                       66
<PAGE>   74
in connection with any voluntary or mandatory reduction or prepayments of the
Tranche A Term Loans, Delayed Draw Term Loans or Nortel Networks Loans, as
applicable, in accordance with Sections 2.11, 2.12 or 2.13 and (ii) the Tranche
A Term Loans, Delayed Draw Term Loans and Nortel Networks Loans, together with
all other amounts owed hereunder with respect thereto, shall be permanently
repaid in full no later than the Tranche A Term Loan Maturity Date, or Delayed
Draw Term Loan Maturity Date or Nortel Networks Loan Maturity Date, as the case
may be.

               (c) Scheduled New Term Loan Installments. Provisions with respect
to scheduled repayments of New Term Loans shall be as set forth in each
applicable Joinder Agreement.

       2.11 VOLUNTARY PREPAYMENTS/COMMITMENT REDUCTIONS.

               (a)   Voluntary Prepayments.

                      (i)   Any time and from time to time:

                              (1) with respect to Base Rate Loans, Borrower may
       prepay, without premium or penalty, any such Loans on any Business Day in
       whole or in part, in an aggregate minimum amount of $5,000,000 and
       integral multiples of $1,000,000 in excess of that amount (or a lesser
       amount if such lesser amount constitutes the entire outstanding principal
       amount of such Loan); and

                              (2) with respect to Eurodollar Rate Loans,
       Borrower may prepay, without premium or penalty (but subject to Section
       2.17), any such Loans on any Business Day in whole or in part in an
       aggregate minimum amount of $5,000,000 and integral multiples of
       $1,000,000 in excess of that amount (or a lesser amount if such lesser
       amount constitutes the entire outstanding principal amount of such Loan).

                      (ii)   All such prepayments shall be made:

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

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

in each case, given to Administrative Agent, as the case may be, by 12:00 p.m.
(New York City time) on the date required and, if given by telephone, promptly
confirmed in writing to Administrative Agent (and Administrative Agent will
promptly transmit such telephonic or


                                       67
<PAGE>   75
original notice by telefacsimile or telephonic notice confirmed in writing to
each Lender, but in no event later than 3:00 p.m. (New York City time) on the
date such notice is received by Administrative Agent). Upon the giving of any
such notice, the principal amount of the Loans specified in such notice shall
become due and payable on the prepayment date specified therein.

               (b)   Voluntary Commitment Reductions.

                      (i) Borrower may, upon not less than three Business Days'
       prior written or telephonic notice confirmed in writing to Administrative
       Agent (which original written or telephonic notice Administrative Agent
       will promptly transmit by telefacsimile or telephone confirmed in writing
       to each applicable Lender, but in no event later than the date such
       notice is received by Administrative Agent), at any time and from time to
       time terminate in whole or permanently reduce in part, without premium or
       penalty, the Revolving Loan Commitments in an amount up to the amount by
       which the Revolving Loan Commitments exceed the Total Utilization of
       Revolving Loan Commitments at the time of such proposed termination or
       reduction; provided, any such partial reduction of the Revolving Loan
       Commitments shall be in an aggregate minimum amount of $5,000,000 and
       integral multiples of $1,000,000 in excess of that amount.

                      (ii) Borrower may, upon not less than three Business Days'
       prior written or telephonic notice confirmed in writing to Administrative
       Agent (which original written or telephonic notice Administrative Agent
       will promptly transmit by telefacsimile or telephonic notice confirmed in
       writing to each applicable Lender), at any time and from time to time
       terminate in whole or permanently reduce in part, without premium or
       penalty, the Delayed Draw Term Loan Commitments or the Nortel Networks
       Loan Commitments in an amount up to the amount by which the Delayed Draw
       Term Loan Commitments exceed the Total Utilization of Delayed Draw Term
       Loan Commitments or, as applicable, the Nortel Networks Loan Commitments
       exceed the Total Utilization of Nortel Networks Loan Commitments, in each
       case at the time of such proposed termination or reduction; provided, any
       such partial reduction of the Delayed Draw Term Loan Commitments and/or
       the Nortel Networks Loan Commitments shall each be in an aggregate
       minimum amount of $5,000,000 and integral multiples of $1,000,000 in
       excess of that amount.

                      (iii) Borrower's notice to Administrative Agent shall
       designate the date (which shall be a Business Day) of such termination or
       reduction and the amount of any partial reduction, and such termination
       or reduction of the Delayed Draw Term Loan Commitments and/or Nortel
       Networks Loan Commitments and/or Revolving Loan Commitments, as
       applicable, shall be effective on the date specified in Borrower's notice
       and shall reduce the Delayed Draw Term Loan Commitment and/or Nortel
       Networks Loan Commitment and/or Revolving Loan Commitment as applicable,
       of each Lender proportionately to its Pro Rata Share thereof.

                                       68
<PAGE>   76
       2.12 MANDATORY PREPAYMENTS/COMMITMENT REDUCTIONS.

               (a) Asset Sales. If, within the period of two hundred seventy
(270) days after the receipt by Borrower or any of its Subsidiaries, Holding
Company or Parent, as the case may be, of Net Asset Sale Proceeds, Borrower or
Holding Company, as the case may be, has not invested such Net Asset Sale
Proceeds in Telecommunications Assets of the general type used in the business
of Parent and its Subsidiaries, as certified to Administrative Agent by Parent,
then, to the extent Borrower has not previously done so, Borrower shall prepay
Loans and permanently reduce Commitments, all as set forth in Section 2.13(b),
in an aggregate amount equal to the excess of such Net Asset Sale Proceeds over
amounts invested as aforesaid. Pending a determination whether any Net Asset
Sale Proceeds shall be applied to prepay outstanding Loans and/or reduce
Commitments pursuant to the preceding sentence, such Net Asset Sale Proceeds
shall be applied to prepay outstanding Revolving Loans (without a reduction in
the Revolving Loan Commitments pending such determination).

               (b) Insurance/Condemnation Proceeds. If, within the period of two
hundred seventy (270) days after the receipt by Borrower or any of its
Subsidiaries or Holding Company, as the case may be, of Net
Insurance/Condemnation Proceeds, Borrower or Holding Company, as the case may
be, has not invested such Net Insurance/Condemnation Proceeds in
Telecommunications Assets of general type used in the business of Parent and its
Subsidiaries, as certified to Administrative Agent by Parent, then, to the
extent Borrower has not previously done so, Borrower shall prepay Loans and
permanently reduce Commitments, all as set forth in Section 2.13(b), in an
aggregate amount equal to the excess of such Net Insurance/Condemnation Proceeds
over amounts invested as aforesaid. Pending a determination on whether any Net
Insurance/Condemnation Proceeds shall be applied to prepay outstanding Loans
and/or reduce Commitments pursuant to the preceding sentence, such Net
Insurance/Condemnation Proceeds shall be applied to prepay outstanding Revolving
Loans (without a reduction in the Revolving Loan Commitments pending such
determination).

               (c) Consolidated Borrower Excess Cash Flow. In the event that
there shall be Consolidated Borrower Excess Cash Flow for any Fiscal Year
(commencing with the Fiscal Year ending December 31, 2005), Borrower shall, no
later than ninety (90) days after the end of such Fiscal Year, prepay the Loans
and/or permanently reduce Commitments as set forth in Section 2.13(b) in an
aggregate amount equal to 50% of such Consolidated Borrower Excess Cash Flow.

               (d) Commitment Limits. Borrower shall from time to time prepay
the Revolving Loans to the extent necessary so that the Total Utilization of
Revolving Loan Commitments shall not at any time exceed the Revolving Loan
Commitments then in effect. Borrower shall also from time to time prepay the
Delayed Draw Term Loans to the extent necessary so that the Total Utilization of
Delayed Draw Term Loan Commitments shall not at any time exceed the Delayed Draw
Term Loan Commitments then in effect. Borrower shall also from time to time
prepay the


                                       69
<PAGE>   77
Nortel Networks Loans to the extent necessary so that the Total Utilization of
Nortel Networks Loan Commitments shall not at any time exceed the Nortel
Networks Loan Commitments then in effect.

               (e) Prepayment Certificate. Concurrently with any prepayment of
the Loans and/or reduction of the Commitments pursuant to Sections 2.12(a)
through 2.12(c), Borrower shall deliver to Administrative Agent (a copy of which
Administrative Agent shall promptly provide to each Lender) a certificate of an
Authorized Officer demonstrating the calculation of the amount of the applicable
net proceeds or Consolidated Borrower Excess Cash Flow, as the case may be. In
the event that Borrower shall subsequently determine that the actual amount
received exceeded the amount set forth in such certificate, Borrower shall
promptly make an additional prepayment of the Loans and/or an additional amount
of the Commitments shall be permanently reduced in an aggregate amount equal to
such excess, and Borrower shall concurrently therewith deliver to Administrative
Agent (a copy of which Administrative Agent shall promptly provide to each
Lender) a certificate of an Authorized Officer demonstrating the derivation of
such excess.

       2.13 APPLICATION OF PREPAYMENTS/REDUCTIONS.

               (a) Application of Voluntary Prepayments by Type of Loans. Any
prepayment of any Loan pursuant to Section 2.11(a) shall be applied as specified
by Borrower in the applicable notice of prepayment; provided that New Term Loans
may only be prepaid on a pro rata basis with Revolving Loans, Tranche A Term
Loans, Delayed Draw Term Loans and Nortel Networks Loans; provided further, in
the event Borrower fails to specify the Loans to which any such prepayment shall
be applied, such prepayment shall be applied as follows:

                      first, to repay outstanding Revolving Loans on a pro rata
       basis;

                      second, to prepay the Tranche A Term Loans, the Delayed
       Draw Term Loans and the Nortel Networks Loans on a pro rata basis (in
       accordance with the respective outstanding principal amounts thereof) and
       shall be further applied on a pro rata basis to each scheduled
       Installment of principal of the Tranche A Term Loans, Delayed Draw Term
       Loans and the Nortel Networks Loans;

                      third, to prepay the New Term Loans if any, on a pro rata
       basis to each scheduled installment of principal of the New Term Loans
       (pro rata in the case of New Term Loans among each outstanding Series).

               Any voluntary prepayments of Tranche A Term Loans, Nortel
Networks Loans or Delayed Draw Term Loans or voluntary reductions of the
Revolving Commitment shall be further applied to reduce, on a pro rata basis,
each remaining scheduled Delayed Draw Term


                                       70
<PAGE>   78
Loan Installment, Tranche A Term Loan Installment, Nortel Networks Loan
Installment and/or each remaining scheduled Reduction, as the case may be.

               (b) Application of Mandatory Prepayments by Type of Loans. Any
amount required to be paid pursuant to Sections 2.12(a) through 2.12(c) shall be
applied on a pro rata basis to repay Revolving Loans, Tranche A Term Loans,
Delayed Draw Term Loans, Nortel Networks Loans and New Term Loans, if any, (pro
rata in the case of New Term Loans among each outstanding Series), in accordance
with the respective principal amount thereof, and shall be further applied to
reduce the Revolving Loan Commitments by the amount allocable to Revolving Loans
and to reduce the Delayed Draw Term Loan Commitments by an amount, if any, equal
to the excess of the amount allocable to the Delayed Draw Term Loans over the
amount of the Delayed Draw Term Loans outstanding immediately prior to the
making of any such mandatory prepayment, and to reduce Nortel Networks Loan
Commitments by an amount, if any, equal to the excess of the amount allocable to
the Nortel Networks Loans over the amount of the Nortel Networks Loans
outstanding immediately prior to the making of such mandatory prepayment;
provided that any such reduction of Revolving Loan Commitments shall be further
applied to reduce the remaining scheduled Reductions set forth in Section
2.10(a) on a pro rata basis; provided further that with respect to Tranche A
Term Loans, Delayed Draw Term Loans and Nortel Networks Loans, any such
prepayment shall be further applied to reduce the remaining scheduled Tranche A
Term Loan Installments, Delayed Draw Term Loan Installments and Nortel Networks
Loan Installments set forth in Section 2.10(b) on a pro rata basis; provided
further that with respect to New Term Loans, a lesser amount may be required to
be prepaid or the obligation to effect such payment may be waived if set forth
in the applicable Joinder Agreement; provided further that, any such amounts
waived or not used to prepay New Term Loans shall be used to further prepay, on
a pro rata basis, Revolving Loans, Delayed Draw Term Loans and Nortel Networks
Loans and reduce commitments with respect thereto as set forth above.

               (c) Application of Prepayments of Loans to Base Rate Loans and
Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately,
any prepayment thereof shall be applied first to Base Rate Loans to the full
extent thereof before application to Eurodollar Rate Loans, in each case in a
manner which minimizes the amount of any payments required to be made by
Borrower pursuant to Section 2.17(c).

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


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<PAGE>   79
       2.15 GENERAL PROVISIONS REGARDING PAYMENTS.

               (a) All payments by Borrower of principal, interest, fees and
other Obligations shall be made in Dollars in same day funds, without defense,
setoff or counterclaim, free of any restriction or condition, and delivered to
Administrative Agent not later than 1:00 p.m. (New York City time) on the date
due at the Administrative Agent's Principal Office for the account of Lenders;
funds received by Administrative Agent after that time on such due date shall be
deemed to have been paid by Borrower on the next succeeding Business Day.

               (b) All payments in respect of the principal amount of any Loan
shall include payment of accrued interest on the principal amount being repaid
or prepaid, and all such payments (and, in any event, any payments in respect of
any Loan on a date when interest is due and payable with respect to such Loan)
shall be applied to the payment of interest before application to principal.

               (c) Administrative Agent shall promptly distribute on the date of
receipt thereof if received not later than 1:00 p.m. (New York City time) on the
date of receipt and on the Business Day immediately following such date if
received thereafter by wire transfer to each Lender at such address as such
Lender shall indicate in writing, such Lender's applicable Pro Rata Share,
giving effect to adjustments in Pro Rata Shares on and after the Closing Date,
of all payments and prepayments of principal and interest due hereunder,
together with all other amounts due thereto hereunder or under any of the other
Credit Documents, including, without limitation, all fees payable with respect
thereto, to the extent received by Administrative Agent.

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

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

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

               (g) Administrative Agent shall deem any payment by or on behalf
of Borrower hereunder that is not made in same day funds prior to 1:00 p.m. (New
York City time) on or


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<PAGE>   80
before the due date to be a non-conforming payment. Any such payment shall not
be deemed to have been received by Administrative Agent until the later of (i)
the time such funds become available funds, and (ii) the next Business Day.
Administrative Agent shall give prompt telephonic notice to Borrower and each
applicable Lender (confirmed in writing) if any payment is non-conforming. Any
non-conforming payment may constitute or become a Default or Event of Default in
accordance with the terms of Section 8.1(a). Interest shall continue to accrue
on any principal as to which a non-conforming payment is made until such funds
become available funds (but in no event less than the period from the date of
such payment to the next succeeding applicable Business Day) at the rate
determined pursuant to Section 2.8 from the date such amount was due and payable
until the date such amount is paid in full.

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

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


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<PAGE>   81
any and all monies owing by Borrower to that holder with respect thereto as
fully as if that holder were owed the amount of the participation held by that
holder.

       2.17 MAKING OR MAINTAINING EURODOLLAR RATE LOANS.

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

               (b) Illegality or Impracticability of Eurodollar Rate Loans. In
the event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto but shall be
made only after consultation with Borrower and Administrative Agent) that the
making, maintaining or continuation of its Eurodollar Rate Loans has become
unlawful as a result of compliance by such Lender in good faith with any law,
treaty, governmental rule, regulation, guideline or order (or would conflict
with any such treaty, governmental rule, regulation, guideline or order not
having the force of law even though the failure to comply therewith would not be
unlawful), or has become impracticable, as a result of contingencies occurring
after the date hereof which materially and adversely affect the London interbank
market or the position of such Lender in that market, then, and in any such
event, such Lender shall be an "AFFECTED LENDER" and it shall on that day give
notice (by telefacsimile or by telephone confirmed in writing) to Borrower and
Administrative Agent of such determination (which notice Administrative Agent
shall promptly transmit to each other Lender by telefacsimile or by telephonic
notice confirmed in writing). Thereafter the obligation of the Affected Lender
to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be
suspended until such notice shall be withdrawn by the Affected Lender by
telefacsimile or by telephonic notice confirmed in writing and, to the extent
such determination by the Affected Lender relates to a Eurodollar Rate Loan then
being requested by Borrower pursuant to a Funding Notice or a
Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or
continue such Loan as or convert such Loan to, as the case may be) a Base Rate
Loan, and the Affected Lender's obligation to maintain its outstanding
Eurodollar Rate Loans (the "AFFECTED LOANS") shall be terminated at the earlier
to occur of the expiration of the Interest Period then in effect with respect to
the Affected Loans or when required by law, and the Affected Loans shall


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automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as described above relates to a Eurodollar Rate Loan then being requested
by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice,
Borrower shall have the option, subject to the provisions of Section 2.17(c), to
rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders
by giving notice (by telefacsimile or by telephone confirmed in writing) to
Administrative Agent of such rescission on the date on which the Affected Lender
gives notice of its determination as described above (which notice of rescission
Administrative Agent shall promptly transmit to each other Lender by
telefacsimile or by telephonic notice confirmed in writing). Except as provided
in the immediately preceding sentence, nothing in this Section 2.17(b) shall
affect the obligation of any Lender other than an Affected Lender to make or
maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance
with the terms hereof.

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

               (d) Booking of Eurodollar Rate Loans. Subject to Section 2.20,
any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the
account of any of its branch offices or the office of an Affiliate of such
Lender.

               (e) Assumptions Concerning Funding of Eurodollar Rate Loans.
Calculation of all amounts payable to a Lender under this Section 2.17 and under
Section 2.18 shall be made as though such Lender had actually funded each of its
relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of such
Lender to a domestic office of such


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<PAGE>   83
Lender in the United States of America; provided, however, subject to Section
2.20, each Lender may fund each of its Eurodollar Rate Loans in any manner it
sees fit and the foregoing assumptions shall be utilized only for the purposes
of calculating amounts payable under this Section 2.17 and under Section 2.18.

       2.18 INCREASED COSTS; CAPITAL ADEQUACY.

               (a) Compensation For Increased Costs and Taxes. Subject to the
provisions of Section 2.19 (which shall be controlling with respect to the
matters covered thereby), in the event that any Lender (which term shall include
Issuing Bank for purposes of this Section 2.18(a)) shall determine (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto) that any law, treaty or governmental rule, regulation
or order, or any change therein or in the interpretation, administration or
application thereof (including the introduction of any new law, treaty or
governmental rule, regulation or order), or any determination of a court or
Governmental Authority, in each case that becomes effective after the date
hereof, or compliance by such Lender with any guideline, request or directive
issued or made after the date hereof by any central bank or other governmental
or quasi-governmental authority (whether or not having the force of law): (i)
subjects such Lender (or its applicable lending office) to any additional Tax
(other than any Tax on the overall net income of such Lender) with respect to
this Agreement or any other Credit Document or any of its obligations hereunder
or thereunder or any payments to such Lender (or its applicable lending office)
of principal, interest, fees or any other amount payable hereunder or
thereunder; (ii) imposes, modifies or holds applicable any reserve (including
any marginal, emergency, supplemental, special or other reserve), special
deposit, compulsory loan, Federal Deposit Insurance Corporation insurance or
similar requirement against assets held by, or deposits or other liabilities in
or for the account of, or advances or loans by, or other credit extended by, or
any other acquisition of funds by, any office of such Lender (other than any
such reserve or other requirements with respect to Eurodollar Rate Loans that
are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes
any other condition (other than with respect to a Tax matter) on or affecting
such Lender (or its applicable lending office) or its obligations hereunder or
under any other Credit Document or the London interbank market; and the result
of any of the foregoing is to increase the cost to such Lender of agreeing to
make, making or maintaining Loans hereunder or to reduce any amount received or
receivable by such Lender (or its applicable lending office) with respect
thereto; then, in any such case, Borrower shall promptly pay to the
Administrative Agent for prompt delivery to such Lender, upon receipt of the
statement referred to in the next sentence, such additional amount or amounts
(in the form of an increased rate of, or a different method of calculating,
interest or otherwise as such Lender in its sole discretion shall determine) as
may be necessary to compensate such Lender for any such increased cost or
reduction in amounts received or receivable hereunder or under any other Credit
Document. Such Lender shall deliver to Borrower (with a copy to Administrative
Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to such


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<PAGE>   84
Lender under this Section 2.18(a), which statement shall be conclusive and
binding upon all parties hereto absent manifest error.

               (b) Capital Adequacy Adjustment. In the event that any Lender
(which term shall include Issuing Bank for purposes of this Section 2.18(b))
shall have determined that the adoption, effectiveness, phase-in or
applicability after the date hereof of any law, rule or regulation (or any
provision thereof) regarding capital adequacy, or any change therein or in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or its applicable lending office) with any
guideline, request or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on the capital of such Lender or any corporation controlling such Lender as a
consequence of, or with reference to, such Lender's Loans or Commitments or
Letters of Credit, or participations therein or other obligations hereunder or
under any of the other Credit Documents with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five Business Days after receipt by Borrower from
such Lender of the statement referred to in the next sentence, Borrower shall
pay to such Lender such additional amount or amounts as will compensate such
Lender or such controlling corporation on an after-tax basis for such reduction.
Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a
written statement, setting forth in reasonable detail the basis for calculating
the additional amounts owed to Lender under this Section 2.18(b), which
statement shall be conclusive and binding upon all parties hereto absent
manifest error.

       2.19 TAXES; WITHHOLDING, ETC.

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

               (b) Withholding of Taxes. If any Credit Party or any other Person
is required by law to make any deduction or withholding on account of any such
Tax from any sum paid or payable by any Credit Party to Administrative Agent or
any Lender (which term shall include Issuing Bank for purposes of this Section
2.19(b)) under any of the Credit Documents: (i)


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<PAGE>   85
Borrower shall notify Administrative Agent of any such requirement or any change
in any such requirement as soon as Borrower becomes aware of it; (ii) Borrower
shall pay any such Tax before the date on which penalties attach thereto, such
payment to be made (if the liability to pay is imposed on any Credit Party) for
its own account or (if that liability is imposed on Administrative Agent or such
Lender, as the case may be) on behalf of and in the name of Administrative Agent
or such Lender; (iii) the sum payable by such Credit Party in respect of which
the relevant deduction, withholding or payment is required shall be increased to
the extent necessary to ensure that, after the making of that deduction,
withholding or payment, Administrative Agent or such Lender, as the case may be,
receives on the due date a net sum equal to what it would have received had no
such deduction, withholding or payment been required or made; and (iv) within
thirty (30) days after paying any sum from which it is required by law to make
any deduction or withholding, and within thirty (30) days after the due date of
payment of any Tax which it is required by clause (ii) above to pay, Borrower
shall deliver to Administrative Agent and the other affected parties evidence
satisfactory to the other affected parties of such deduction, withholding or
payment and of the remittance thereof to the relevant taxing or other authority;
provided, no such additional amount shall be required to be paid to any Lender
under clause (iii) above except to the extent that any change after the date
hereof (in the case of each Lender listed on the signature pages hereof on the
Closing Date) or after the effective date of the Assignment Agreement or Joinder
Agreement pursuant to which such Lender became a Lender (in the case of each
other Lender) in any such requirement for a deduction, withholding or payment as
is mentioned therein shall result in an increase in the rate of such deduction,
withholding or payment from that in effect at the date hereof or at the date of
such Assignment Agreement or Joinder Agreement, as the case may be, in respect
of payments to such Lender.

               (c) Evidence of Exemption From U.S. Withholding Tax. Each Lender
that is not a United States Person (as such term is defined in Section
7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes
(a "NON-US LENDER") shall deliver to Administrative Agent for transmission to
Borrower, on or prior to the Closing Date (in the case of each Lender listed on
the signature pages hereof on the Closing Date) or on or prior to the date of
the Assignment Agreement or Joinder Agreement pursuant to which it becomes a
Lender (in the case of each other Lender), and at such other times as may be
necessary in the determination of Borrower or Administrative Agent (each in the
reasonable exercise of its discretion), two original copies of Internal Revenue
Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and
duly executed by such Lender, and such other documentation required under the
Internal Revenue Code and reasonably requested by Borrower to establish that
such Lender is not subject to deduction or withholding of United States federal
income tax with respect to any payments to such Lender of principal, interest,
fees or other amounts payable under any of the Credit Documents, or if such
Lender is not a "bank" or other Person described in Section 881(c)(3) of the
Internal Revenue Code and cannot deliver either Internal Revenue Service Form
W-8BEN or W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status
together with two original copies of Internal Revenue Service Form W-8 (or any
successor form),


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<PAGE>   86
properly completed and duly executed by such Lender, and such other
documentation required under the Internal Revenue Code and reasonably requested
by Administrative Agent or Borrower to establish that such Lender is not subject
to deduction or withholding of United States federal income tax with respect to
any payments to such Lender of interest payable under any of the Credit
Documents. Each Lender required to deliver any forms, certificates or other
evidence with respect to United States federal income tax withholding matters
pursuant to this Section 2.19(c) hereby agrees, from time to time after the
initial delivery by such Lender of such forms, certificates or other evidence,
whenever a lapse in time or change in circumstances renders such forms,
certificates or other evidence obsolete or inaccurate in any material respect,
that such Lender shall promptly deliver to Administrative Agent for transmission
to Borrower two new original copies of Internal Revenue Service Form W-8BEN or
W-8ECI, or a Certificate re Non-Bank Status and two original copies of Internal
Revenue Service Form W-8, as the case may be, properly completed and duly
executed by such Lender, and such other documentation required under the
Internal Revenue Code and reasonably requested by Borrower to confirm or
establish that such Lender is not subject to deduction or withholding of United
States federal income tax with respect to payments to such Lender under the
Credit Documents, or notify Administrative Agent and Borrower of its inability
to deliver any such forms, certificates or other evidence. Borrower shall not be
required to pay any additional amount to any Non-US Lender under Section
2.19(b)(iii) if such Lender shall have failed (1) to deliver the forms,
certificates or other evidence referred to in the second sentence of this
Section 2.19(c), or (2) to notify Administrative Agent and Borrower of its
inability to deliver any such forms, certificates or other evidence, as the case
may be; provided, if such Lender shall have satisfied the requirements of the
first sentence of this Section 2.19(c) on the Closing Date or on the date of the
Assignment Agreement or Joinder Agreement pursuant to which it became a Lender,
as applicable, nothing in this last sentence of Section 2.19(c) shall relieve
Borrower of its obligation to pay any additional amounts pursuant to Section
2.19(a) in the event that, as a result of any change in any applicable law,
treaty or governmental rule, regulation or order, or any change in the
interpretation, administration or application thereof, such Lender is no longer
properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such Lender is not subject to
withholding as described herein.

       2.20 OBLIGATION TO MITIGATE. Each Lender (which term shall include
Issuing Bank for purposes of this Section 2.20) agrees that, as promptly as
practicable after the officer of such Lender responsible for administering its
Loans or Letters of Credit, as the case may be, becomes aware of the occurrence
of an event or the existence of a condition that would cause such Lender to
become an Affected Lender or that would entitle such Lender to receive payments
under Section 2.17, 2.18 or 2.19, it will, to the extent not inconsistent with
the internal policies of such Lender and any applicable legal or regulatory
restrictions, use reasonable efforts to (a) make, issue, fund or maintain its
applicable Commitments or Loans, including any Affected Loans, through another
office of such Lender, or (b) take such other measures as such Lender may deem
reasonable, if as a result thereof the circumstances which would cause such
Lender to be an Affected Lender would cease to exist or the additional amounts
which would otherwise be


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<PAGE>   87


required to be paid to such Lender pursuant to Section 2.17, 2.18 or 2.19 would
be materially reduced and if, as determined by such Lender in its sole
discretion, the making, issuing, funding or maintaining of such Commitments,
Loans or Letters of Credit through such other office or in accordance with such
other measures, as the case may be, would not otherwise adversely affect such
Commitments, Loans or Letters of Credit or the interests of such Lender;
provided, such Lender will not be obligated to utilize such other office
pursuant to this Section 2.20 unless Borrower agrees to pay all incremental
expenses incurred by such Lender as a result of utilizing such other office as
described in clause (i) above. A certificate as to the amount of any such
expenses payable by Borrower pursuant to this Section 2.20 (setting forth in
reasonable detail the basis for requesting such amount) submitted by such Lender
to Borrower (with a copy to Administrative Agent) shall be conclusive absent
manifest error.

       2.21 DEFAULTING LENDERS. Anything contained herein to the contrary
notwithstanding, in the event that any Lender defaults (a "DEFAULTING LENDER")
in its obligation to fund (a "FUNDING DEFAULT") any Loan or its portion of any
unreimbursed payment under Section 2.2(e) (in each case, a "DEFAULTED LOAN"),
then (a) during any such period when such default is continuing with respect to
such Defaulting Lender (the "DEFAULT PERIOD"), such Defaulting Lender shall be
deemed not to be a "Lender" for purposes of voting on any matters (including the
granting of any consents or waivers) with respect to any of the Credit
Documents; (b) to the extent permitted by applicable law, until such time as the
Default Excess with respect to such Defaulting Lender shall have been reduced to
zero, (i) any voluntary prepayment of the Loans shall, if Borrower so directs at
the time of making such voluntary prepayment, be applied to the Loans of other
Lenders as if such Defaulting Lender had no Loans outstanding and the Tranche A
Term Loan Exposure, the Delayed Draw Term Loan Exposure, Nortel Networks Loan
Exposure and the Revolving Loan Exposure of such Defaulting Lender were zero,
and (ii) any mandatory prepayment of the Loans shall, if Borrower so directs at
the time of making such mandatory prepayment, be applied to the Loans of other
Lenders (but not to the Loans of such Defaulting Lender) as if such Defaulting
Lender had funded all Defaulting Loans of such Defaulting Lender, it being
understood and agreed that Borrower shall be entitled to retain any portion of
any mandatory prepayment of the Loans otherwise payable by it that is not paid
to such Defaulting Lender solely as a result of the operation of the provisions
of this clause (b); (c) such Defaulting Lender's Delayed Draw Term Loan
Commitment, Nortel Networks Loan Commitment and Revolving Loan Commitment and
outstanding Loans and such Defaulting Lender's Pro Rata Share of the Letter of
Credit Usage shall be excluded for purposes of calculating the commitment fee
payable to Lenders in respect of any day during any Default Period with respect
to such Defaulting Lender, and such Defaulting Lender shall not be entitled to
receive any commitment fee pursuant to Section 2.9 with respect to such
Defaulting Lender's Delayed Draw Term Loan Commitment, Nortel Networks Loan
Commitment and Revolving Loan Commitment and in respect of any Default Period
with respect to such Defaulting Lender; and (d) the Total Utilization of Delayed
Draw Term Loan Commitments, Total Utilization of Nortel Networks Loan
Commitments and Total Utilization of Revolving Loan Commitments at any date of
determination shall each be calculated as if such Defaulting Lender had funded
all Defaulted

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<PAGE>   88


Loans of such Defaulting Lender. No Revolving Loan Commitment, Delayed Draw Term
Loan Commitment, Tranche A Term Loan Commitment or Nortel Networks Loan
Commitment of any Lender shall be increased or otherwise affected, and, except
as otherwise expressly provided in this Section 2.21, performance by Borrower of
its obligations hereunder and the other Credit Documents shall not be excused or
otherwise modified as a result of any Funding Default or the operation of this
Section 2.21. The rights and remedies against a Defaulting Lender under this
Section 2.21 are in addition to other rights and remedies which Borrower may
have against such Defaulting Lender with respect to any Funding Default and
which Administrative Agent or any Lender may have against such Defaulting Lender
with respect to any Funding Default.

       2.22 REMOVAL OR REPLACEMENT OF A LENDER. Anything contained herein to the
contrary notwithstanding, in the event that: (i) any Lender (an "INCREASED-COST
LENDER") shall give notice to Borrower that such Lender is an Affected Lender or
that such Lender is entitled to receive payments under Section 2.17, 2.18 or
2.19, the circumstances which have caused such Lender to be an Affected Lender
or which entitle such Lender to receive such payments shall remain in effect,
and such Lender shall fail to withdraw such notice within five Business Days
after Borrower's request for such withdrawal; or (ii) any Lender shall become a
Defaulting Lender, the Default Period for such Defaulting Lender shall remain in
effect, and such Defaulting Lender shall fail to cure the default as a result of
which it has become a Defaulting Lender within five Business Days after
Borrower's request that it cure such default; or (iii) in connection with any
proposed amendment, modification, termination, waiver or consent with respect to
any of the provisions hereof as contemplated by Section 10.5(b), the consent of
Requisite Lenders shall have been obtained but the consent of one or more of
such other Lenders (each a "NON-CONSENTING LENDER") whose consent is required
shall not have been obtained; then, with respect to each such Increased-Cost
Lender, Defaulting Lender or Non-Consenting Lender (the "TERMINATED LENDER"),
Borrower may, by giving written notice to Administrative Agent and any
Terminated Lender of its election to do so, elect to cause such Terminated
Lender (and such Terminated Lender hereby irrevocably agrees) to assign its
outstanding Loans and its Revolving Loan Commitment, if any, and/or Delayed Draw
Term Loan Commitment, if any, and/or its Nortel Networks Loan Commitment, if
any, in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in
accordance with the provisions of Section 10.6 and Terminated Lender shall pay
any fees payable thereunder in connection with such assignment; provided, (1) on
the date of such assignment, the Replacement Lender shall pay to Terminated
Lender an amount equal to the sum of (A) an amount equal to the principal of,
and all accrued interest on, all outstanding Loans of the Terminated Lender, (B)
an amount equal to all unreimbursed drawings that have been funded by such
Terminated Lender, together with all then unpaid interest with respect thereto
at such time and (C) an amount equal to all accrued, but theretofore unpaid fees
owing to such Terminated Lender pursuant to Section 2.9; (2) on the date of such
assignment, Borrower shall pay any amounts payable to such Terminated Lender
pursuant to Section 2.17(c), 2.18 or 2.19 or otherwise as if it were a
prepayment; and (3) in the event such Terminated Lender is a Non-Consenting
Lender, each Replacement Lender shall consent, at the time of such assignment,
to each matter in respect of which such Terminated Lender was a Non-


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Consenting Lender; provided, Borrower may not make such election with respect to
any Terminated Lender that is also an Issuing Bank unless, prior to the
effectiveness of such election, Borrower shall have caused each outstanding
Letter of Credit issued thereby to be cancelled. Upon the prepayment of all
amounts owing to any Terminated Lender and the termination of such Terminated
Lender's Revolving Loan Commitment, if any, and/or Delayed Draw Term Loan
Commitment, if any, and/or Nortel Networks Loan Commitment, such Terminated
Lender shall no longer constitute a "Lender" for purposes hereof; provided, any
rights of such Terminated Lender to indemnification hereunder shall survive as
to such Terminated Lender.

SECTION 3. CONDITIONS PRECEDENT

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

               (a) Credit Documents. Administrative Agent and Syndication Agent
shall have received sufficient copies of each Credit Document originally
executed and delivered by each applicable Credit Party for each Lender.

               (b) Organizational Documents; Incumbency. Administrative Agent
and Syndication Agent shall have received (i) sufficient copies of each
Organizational Document originally executed and delivered by each Credit Party,
as applicable, and, to the extent applicable, certified as of a recent date by
the appropriate governmental official, for each Lender and its counsel, each
dated the Closing Date or a recent date prior thereto; (ii) signature and
incumbency certificates of the Authorized Officers of such Person executing the
Credit Documents to which it is a party, dated as of the Closing Date; (iii)
duly adopted resolutions of the Board of Directors or similar governing body of
each Credit Party approving and authorizing the execution, delivery and
performance of this Agreement and the other Credit Documents to which it is a
party or by which it or its assets may be bound as of the Closing Date, which
resolutions, in the case of the Parent, shall have been approved by a
Supermajority Board Vote (as defined in each of the Securities Purchase
Agreements), certified as of the Closing Date by its secretary or an assistant
secretary as being in full force and effect without modification or amendment;
(iv) a good standing certificate from the applicable Governmental Authority of
each Credit Party's jurisdiction of incorporation, organization or formation and
in each jurisdiction in which it is qualified as a foreign corporation or other
entity to do business, each dated a recent date prior to the Closing Date; and
(v) such other documents as Administrative Agent or Syndication Agent may
reasonably request.

               (c) Organizational and Capital Structure.  The organizational
structure and the capital structure of Parent and its Subsidiaries shall be as
set forth on Schedule 4.2.


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               (d) Capitalization of Parent and Borrower. On or before the
Closing Date, Parent shall have (x) issued and sold its Series B Convertible
Preferred Stock or received commitments to purchase Series B Convertible
Preferred Stock pursuant to the Series B Securities Purchase Agreement, in an
aggregate amount of not less than $200,000,000 and received gross Cash proceeds
therefor in an aggregate amount (the "INITIAL FUNDING AMOUNT") of not less than
$133,333,332 and (y) irrevocably contributed to the capital of Holding Company,
as common equity, in a manner and on terms and conditions reasonably
satisfactory to Administrative Agent and Syndication Agent (1) the Initial
Funding Amount (less any fees and expenses incurred in connection therewith) and
(2) all net Cash equity proceeds previously raised by and on hand at Parent.

               (e) Existing Indebtedness. On the Closing Date, Parent and its
Subsidiaries shall have (i) repaid in full all Existing Indebtedness, (ii)
terminated any commitments to lend or make other extensions of credit
thereunder, (iii) delivered to Syndication Agent and Administrative Agent all
documents or instruments necessary to release all Liens securing Existing
Indebtedness or other obligations of Parent and its Subsidiaries thereunder
being repaid on the Closing Date, and (iv) made arrangements satisfactory to
Syndication Agent and Administrative Agent with respect to the cancellation of
any letters of credit outstanding thereunder or the issuance of Letters of
Credit to support the obligations of Parent and its Subsidiaries with respect
thereto.

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

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

                      (i) (1) certificates (which certificates shall be
       accompanied by irrevocable undated stock powers, duly endorsed in blank
       and otherwise satisfactory in form and substance to Collateral Agent)
       representing all certificated shares or other interests (however
       designated) with respect to Capital Stock pledged pursuant to the Pledge
       and Security Agreement and (2) all instruments and promissory notes
       (which instruments shall be accompanied by instruments of transfer or
       assignment duly endorsed

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<PAGE>   91


        in blank and otherwise in form and substance satisfactory to Collateral
        Agent)  evidencing all Indebtedness pledged pursuant to the Pledge and
        Security Agreement;

                      (ii) (1) the results of a recent search, by a Person
        satisfactory to Syndication Agent and Collateral Agent, of UCC financing
        statements and fixture filings and all judgment and tax lien filings
        made with respect to any personal or mixed property of any Credit Party,
        together with copies of all such filings disclosed by such search, and
        (2) UCC termination statements duly executed by all applicable Persons
        for filing in all applicable jurisdictions as may be necessary to
        terminate any effective UCC financing statements or fixture filings
        disclosed in such search (other than any such financing statements or
        fixture filings in respect of Permitted Liens) or, with respect to the
        Existing Indebtedness, commitments to execute and file related UCC
        termination statements in form and substance satisfactory to the
        Syndication Agent and Collateral Agent;

                      (iii) UCC financing statements and fixture filings, duly
        executed by each applicable Credit Party with respect to all personal
        and mixed property Collateral of such Credit Party, for filing in all
        jurisdictions as may be necessary or, in the opinion of Collateral
        Agent, desirable to perfect the security interests created in such
        Collateral pursuant to the Collateral Documents under the UCC;

                      (iv)  all releases, cover sheets or other documents or
        instruments required to be filed in order to create or perfect Liens in
        respect of any intellectual property Collateral;

                      (v)   delivery to the Collateral Agent of a Landlord
        Personal Property Collateral Access Agreement with respect to at least
        two thirds of the properties listed on Schedule 3.1, such listed
        properties being all those Leasehold Properties at which Collateral
        having an aggregate book value in excess of $1,000,000 (excluding any of
        the assets specified on Schedule 6.18) is located; and

                      (vi)  evidence that each Credit Party shall have taken or
        caused to be taken any other action, executed and delivered or caused to
        be executed and delivered any other agreement, document and instrument
        (including, without limitation, any agreements governing deposit and/or
        security accounts), and made or caused to be made any other filing and
        recording (other than as set forth herein) required pursuant to the
        Pledge and Security Agreement or otherwise reasonably required by any of
        the Agents.

               (h) Environmental Reports. Syndication Agent and Administrative
Agent shall have received reports and other information, in form, scope and
substance satisfactory to Syndication Agent and Administrative Agent, regarding
any environmental matters relating to any Facility.


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               (i) Financial Statements; Projections. Lenders shall have
received from Parent (i) the Historical Financial Statements; (ii) copies of all
management reports and management letters prepared for Parent and its
Subsidiaries by independent certified public accountants; and (iii) a financial
model for the Initial Borrower Markets dated September 22, 2000, for Parent and
its Subsidiaries, for the period from Fiscal Year 2000 through and including
Fiscal Year 2008 (with Fiscal Years 2000 through 2004 detailed by Fiscal
Quarter) with respect to each of the Initial Borrower Markets on a Geographic
Market - by Geographic Market basis; and all of the foregoing financial
statements and other information will not be inconsistent, in any material
respect, with any information previously provided to Lenders.

               (j) TriVergent Acquisition. The TriVergent Acquisition shall have
been consummated on substantially the terms set forth in the TriVergent
Acquisition Agreement as in effect on June 9, 2000, as amended, with such
modifications as are acceptable to the Syndication Agent and the Administrative
Agent in their sole discretion.

               (k) Stock Contribution.  Parent shall have contributed to Holding
Company 100% of the outstanding Capital Stock of Triangle. Holding Company shall
have contributed to Borrower 100% of the outstanding Capital Stock of Triangle.

               (l) Evidence of Insurance. Syndication Agent and Administrative
Agent shall have received a certificate from Borrower's insurance broker or
other evidence satisfactory to it that all insurance required to be maintained
pursuant to Section 5.5 is in full force and effect and that Collateral Agent,
for the benefit of Secured Parties, and Secured Parties have been named as
additional insured and Collateral Agent, for the benefit of the Secured Parties,
has been named as loss payee thereunder to the extent required under Section
5.5.

               (m) Opinions of Counsel to Credit Parties. Lenders and their
respective counsel shall have received originally executed copies of the
favorable written opinions of (i) Bryan Cave LLP, counsel for Credit Parties, in
the form of Exhibit D-1, (ii) Morrison & Foerster, as FCC regulatory counsel for
Credit Parties, other than TriVergent and its Subsidiaries, in the form of
Exhibit D-2, (iii) Kelley Drye & Warren LLP, as regulatory counsel for
TriVergent and its Subsidiaries in the form of Exhibit D-3, (iv) Edward Cadieux,
Esq., as state regulatory counsel for Credit Parties other than TriVergent and
its Subsidiaries in the form of Exhibit D-4, and (v) Hamilton E. Russell III,
Esq. as South Carolina counsel for TriVergent in the form of Exhibit D- 5, and
as to such other matters as Administrative Agent or Syndication Agent or any of
the Agents may reasonably request, and addressed to the Agents and the Lenders
and otherwise in form and substance reasonably satisfactory to Administrative
Agent and Syndication Agent and its counsel and the other Agents, dated as of
the Closing Date.

               (n) Opinions of Counsel to Syndication Agent.  Lenders shall have
received originally executed copies of one or more favorable written opinions of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Syndication Agent,
addressed to the Agents and the Lenders



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and dated as of the Closing Date, in form and substance reasonably satisfactory
to Syndication Agent and Administrative Agent.

               (o) Fees. Borrower shall have paid to Agents and Lenders, the
fees payable on the Closing Date referred to in Section 2.9(d).

               (p) Solvency Certificate. On the Closing Date, Syndication Agent,
Administrative Agent and Lenders shall have received a Solvency Certificate from
Borrower and Parent.

               (q) Closing Date Certificate. Parent and Borrower shall have
delivered to Syndication Agent and Administrative Agent an originally executed
Closing Date Certificate, together with all attachments thereto.

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

               (s) Completed Markets. Administrative Agent and Syndication Agent
shall have received evidence, in form and substance satisfactory to it, that
Borrower shall have achieved at least sixteen (16) Completed Markets.

               (t) No Litigation. There shall not exist any action, suit,
investigation, litigation or proceeding or other legal or regulatory
developments, pending or threatened in any court or before any arbitrator or
Governmental Authority that, in the reasonable opinion of Administrative Agent
and Syndication Agent, singly or in the aggregate, materially impairs any of the
other transactions contemplated by the Credit Documents, or that could have a
Material Adverse Effect.

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

              (v) No Material Adverse Effect. There shall be no circumstance or
event which shall have occurred that has had a Material Adverse Effect since
December 31, 1999.

              Each Lender, by delivering its signature page to this Agreement
(other than in escrow for later release upon the instruction of such Lender) on
the Closing Date or by giving


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instructions for the release on such date of its signature pages previously
delivered by it in escrow (as the case may be), shall be deemed to have
acknowledged receipt of, and consented to and approved, each Credit Document and
each other document required to be approved by any Agent, Requisite Lenders or
Lenders, as applicable, on or prior to the Closing Date.

       3.2 CONDITIONS TO EACH CREDIT EXTENSION.

              (a) Conditions Precedent. The obligation of each Lender to make
any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date,
including the Closing Date, are subject to the satisfaction, or waiver in
accordance with Section 10.5, of the following conditions precedent (in addition
to those conditions precedent set forth in Section 3.1. hereof):

                      (i)   Administrative Agent shall have received a fully
       executed and delivered Funding Notice or Issuance Notice, as the case may
       be;

                      (ii)  after making any Revolving Loans and/or issuing
       Letters of Credit requested on such Credit Date, the Total Utilization of
       Revolving Loan Commitments shall not exceed the Revolving Loan
       Commitments then in effect;

                      (iii) after making any Delayed Draw Term Loans or Nortel
        Networks Loans requested on such Credit Date, the Total Utilization of
        Delayed Draw Term Loan Commitments or Total Utilization of Nortel
        Networks Loan Commitments, as applicable, shall not exceed the Delayed
        Draw Term Loan Commitments or Nortel Networks Loan Commitments, then in
        effect;

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

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

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

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<PAGE>   95

                      (vii)  on or before the date of issuance of any Letter of
        Credit, Administrative Agent shall have received all other information
        required by the applicable Issuance Notice, and such other documents or
        information as Issuing Bank may reasonably require in connection with
        the issuance of such Letter of Credit; and

                      (viii) with respect to (i) a proposed borrowing of
        Revolving Loans in an amount such that, after giving effect thereto, the
        aggregate principal amount of Loans would exceed $50,000,000, or (ii)
        any borrowing of Delayed Draw Term Loans or Nortel Networks Loans, the
        Borrower and the Parent shall have demonstrated in a Compliance
        Certificate accompanying the Funding Notice for such proposed borrowing
        (setting forth in reasonable detail the relevant information), that,
        after giving effect to such proposed borrowing, each of Borrower and
        Parent and its Subsidiaries shall be in compliance on a pro forma basis
        as of the last day of the Fiscal Quarter most recently ended (or in the
        case of borrowings prior to December 31, 2000, as of the last day of the
        then current Fiscal Quarter) with each of the financial covenants set
        forth in Sections 6.6 or 6.7, as applicable, and Section 6.8,
        respectively.

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

        3.3 ADDITIONAL CONDITIONS TO CREDIT EXTENSIONS IN RESPECT OF NORTEL
NETWORKS LOANS. The obligation of each Lender to make any Nortel Networks Loan
on any Credit Date, including the Closing Date, with respect to equipment and
related services purchased from Nortel Networks is subject to the satisfaction,
or waiver in accordance with Section 10.5, of the following conditions precedent
(in addition to those in Sections 3.1 and 3.2): receipt of invoices and such
other supporting documentation as any Nortel Lender may reasonably request in
respect of (a) the equipment licensed, manufactured or supplied by Nortel
Networks, the cost of which is to be financed or reimbursed with the proceeds of
such Nortel Networks Loan or (b) related fees, charges and expenses in respect
thereof.

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SECTION 4. REPRESENTATIONS AND WARRANTIES

       In order to induce Lenders and Issuing Bank to enter into this Agreement
and to make each Credit Extension to be made thereby, each Credit Party
represents and warrants to each Lender and Issuing Bank, on the Closing Date,
that the following statements are true and correct:

       4.1 ORGANIZATION; REQUISITE POWER AND AUTHORITY; QUALIFICATION. Each of
the Credit Parties (a) is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization as identified in Schedule
4.1, (b) has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Credit Documents to which it is a party and to
carry out the transactions contemplated thereby, and (c) is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not
had, and could not be reasonably expected to have, a Material Adverse Effect.

       4.2 CAPITAL STOCK AND OWNERSHIP. The Capital Stock of each of the Credit
Parties has been duly authorized and validly issued and is fully paid and
non-assessable. Except as set forth on Schedule 4.2, as of the date hereof,
there is no existing option, warrant, call, right, commitment or other agreement
to which any of the Credit Parties is a party requiring, and there is no
membership interest or other Capital Stock of any of the Credit Parties
outstanding which upon conversion or exchange would require, the issuance by any
of the Credit Parties of any additional membership interests or other Capital
Stock of any such Credit Party or other Securities convertible into,
exchangeable for or evidencing the right to subscribe for or purchase, a
membership interest or other Capital Stock of any of the Credit Parties.
Schedule 4.2 correctly sets forth the ownership interest of each of the Credit
Parties in their respective Subsidiaries as of the Closing Date.

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

       4.4 NO CONFLICT. The execution, delivery and performance by each of the
Credit Parties of the Credit Documents to which it is a party and the
consummation of the transactions contemplated by the Credit Documents do not and
will not (a) violate any provision of any law or any governmental rule or
regulation applicable to any of the Credit Parties, any Governmental
Authorization, any of the Organizational Documents of Parent or any of its
Subsidiaries, or any order, judgment or decree of any court or other agency of
government binding on any of the Credit Parties; (b) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of any of the Credit Parties; (c) result in or
require the creation or imposition of any Lien upon any of the material
properties or assets of any of the Credit Parties (other than any Liens created
under any of the Credit Documents in


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favor of Collateral Agent, on behalf of Secured Parties); or (d) require any
approval of stockholders, members or partners or any approval or consent of any
Person under any Contractual Obligation of any of the Credit Parties, except for
such approvals or consents which will be obtained on or before the Closing Date
and disclosed in writing to Lenders.

       4.5 GOVERNMENTAL CONSENTS. The execution, delivery and performance by
each of the Credit Parties of the Credit Documents to which it is a party and
the consummation of the transactions contemplated by the Credit Documents do not
and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any Governmental Authority except as
otherwise set forth on Schedule 4.5, and except for filings and recordings with
respect to the Collateral to be made, or otherwise delivered to Collateral Agent
as of the Closing Date.

       4.6 BINDING OBLIGATION; CREATION, PERFECTION AND PRIORITY OF LIENS. Each
Credit Document has been duly executed and delivered by each Credit Party that
is a party thereto and is the legally valid and binding obligation of such
Credit Party, enforceable against such Credit Party in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability. The
execution and delivery of the Collateral Documents by each Credit Party which is
a party to such Collateral Documents on any date on which this representation is
made, together with the delivery to the Collateral Agent of any Collateral not
delivered to Collateral Agent at the time of execution and delivery of the
applicable Collateral Document by such Credit Party are or will be, as the case
may be, effective to create in favor of the Collateral Agent for the benefit of
Secured Parties, as security for the respective Secured Obligations (as defined
in the applicable Collateral Document in respect of any Collateral), a valid and
perfected First Priority Lien on all of the Collateral covered by such
Collateral Documents, and all other actions necessary or desirable to perfect
and maintain the perfection and First Priority status of such Liens have been
duly made or taken and remain in full force and effect or will be duly made or
taken and remain in full force and effect at the time of execution and delivery
of such Collateral Documents by such Credit Party.

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


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material in relation to the business, operations, properties, assets, condition
(financial or otherwise) or prospects of Parent and any of its Subsidiaries
taken as a whole.

       4.8  PROJECTIONS. On and as of the Closing Date, the Initial Borrower
Markets financial model of Parent and its Subsidiaries delivered pursuant to
Section 3.1(i) (the "PROJECTIONS") is based on good faith estimates and
assumptions made by the management of Parent; provided, the Projections are not
to be viewed as facts and that actual results during the period or periods
covered by the Projections may differ from such Projections and that the
differences may be material; provided further, as of the Closing Date,
management of Parent believed that the Projections were reasonable and
attainable.

       4.9  NO MATERIAL ADVERSE CHANGE. Since December 31, 1999, no event or
change has occurred that has caused or evidences, either in any case or in the
aggregate, a Material Adverse Effect.

       4.10 NO RESTRICTED JUNIOR PAYMENTS. Except as set forth on Schedule 4.10,
since June 30, 2000, none of the Credit Parties has directly or indirectly
declared, ordered, paid or made, or set apart any sum or property for, any
Restricted Junior Payment or agreed to do so except as permitted pursuant to
Section 6.4.

       4.11 ADVERSE PROCEEDINGS, ETC. There are no Adverse Proceedings,
individually or in the aggregate, that could reasonably be expected to have a
Material Adverse Effect. None of the Credit Parties (a) is in violation of any
applicable laws (including Environmental Laws) that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect, or
(b) is subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or any federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

       4.12 PAYMENT OF TAXES. Except as otherwise permitted under Section 5.3,
all material tax returns and reports of Parent and its Subsidiaries required to
be filed by any of them have been timely filed, and all taxes shown on such tax
returns to be due and payable and all assessments, fees and other governmental
charges upon Parent and its Subsidiaries and upon their respective properties,
assets, income, businesses and franchises which are due and payable have been
paid when due and payable, other than any proposed tax assessment against Parent
or any of its Subsidiaries which is being actively contested by Parent or such
Subsidiary in good faith and by appropriate proceedings; provided, that such
reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made or provided therefor.


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       4.13 PROPERTIES. (a) Title. Borrower and each of its Subsidiaries has
(i) good, sufficient and marketable legal title to (in the case of fee interests
in real property), and (ii) valid leasehold interests in (in the case of
leasehold interests in real property), all of their respective properties and
assets reflected in their respective Historical Financial Statements referred to
in Section 4.7 or, if later, in the most recent financial statements delivered
pursuant to Section 5.1, in each case except for assets disposed of since the
date of such financial statements in the ordinary course of business or as
otherwise permitted under Section 6.9. Except as permitted by this Agreement,
all such properties and assets are free and clear of Liens other than Permitted
Liens.

               (b) Real Estate. As of the Closing Date, Schedule 4.13 contains a
true, accurate and complete list of (i) all Real Estate Assets, and (ii) all
material leases, subleases or assignments of leases (together with all
amendments, modifications, supplements, renewals or extensions of any thereof)
affecting each Real Estate Asset, the Borrower and any of its Subsidiaries,
regardless of whether the Borrower and any of its Subsidiaries is the landlord
or tenant (whether directly or as an assignee or successor in interest) under
such lease, sublease or assignment. Except as specified in Schedule 4.13, each
agreement listed in clause (ii) of the immediately preceding sentence is in full
force and effect and Borrower does not have knowledge of any default that has
occurred and is continuing thereunder, and each such agreement constitutes the
legally valid and binding obligation of the Borrower or any of its Subsidiaries,
enforceable against the Borrower or any of its Subsidiaries in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles related to enforceability. As of the
Closing Date, Schedule 3.1 contains a true, accurate and complete list of all
Leasehold Properties at which Collateral having an aggregate book value in
excess of $1,000,000 (excluding any assets specified on Schedule 6.18) is
located.

       4.14 ENVIRONMENTAL MATTERS. Neither the Borrower nor any of its
Subsidiaries nor any of their respective Facilities or operations are subject to
any outstanding written order, consent decree or settlement agreement with any
Person relating to any Environmental Law or any Environmental Claim that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. None of the Borrower or any of its Subsidiaries has
received any letter or request for information under Section 104 of the
Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
ss. 9604) or any comparable state law. There are and, to the knowledge of the
Borrower and each of its Subsidiaries, have been, no conditions or occurrences,
which could reasonably be expected to form the basis of an Environmental Claim
against the Borrower or any of its Subsidiaries that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.
Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the
Borrower and each of its Subsidiaries, any predecessor of any of the Borrower or
any of its Subsidiaries has filed any notice under any Environmental Law
indicating past or present treatment of Hazardous Materials at any Facility, and
none of the operations of the Borrower or any of its Subsidiaries involves the


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generation, transportation, treatment, storage or disposal of hazardous waste,
as defined under 40 C.F.R. Parts 260-270 or any state equivalent. Compliance
with all current or known future requirements pursuant to or under Environmental
Laws could not be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect. No event or condition has occurred or is occurring
with respect to the Borrower or any of its Subsidiaries or any of their
respective Facilities, relating to any Environmental Law, any Release of
Hazardous Materials, or any Environmental Claim which individually or in the
aggregate had, or could reasonably be expected to have, a Material Adverse
Effect.

       4.15 NO DEFAULTS. None of the Credit Parties is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any of its Contractual Obligations, and no condition
exists which, with the giving of notice or the lapse of time or both, could
constitute such a default, except where the consequences, direct or indirect, of
such default or defaults, if any, could not reasonably be expected to have a
Material Adverse Effect.

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

            (b) The Borrower and each of its Subsidiaries owns or possesses
all the patents, trademarks, service marks, trade names, copyrights and
licenses, and all rights with respect to the foregoing, necessary for the
conduct of its business as presently conducted without any known conflict with
the rights of others. Schedule 4.16(b) accurately and completely lists all
material items of Intellectual Property owned or possessed by or licensed to the
Borrower and each of its Subsidiaries.

       4.17 GOVERNMENTAL REGULATION. None of the Credit Parties is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act or the Investment Company Act of 1940 or under any other federal or
state statute or regulation which may limit its ability to incur Indebtedness or
which may otherwise render all or any portion of the Obligations unenforceable.
None of the Credit Parties is a "registered investment company" or company
"controlled" by a "registered investment company" or a "principal underwriter"
of a "registered investment company" as such terms are defined in the Investment
Company Act of 1940.

       4.18 MARGIN STOCK. None of the Credit Parties is engaged principally, or
as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any Margin Stock. No part of the proceeds of
the Loans made to such Credit Party will be used to purchase or carry any such
Margin Stock or to extend credit to others for the purpose of purchasing or
carrying any such Margin Stock or for any purpose that violates, or is
inconsistent


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with, the provisions of Regulation T, U or X of the Board of Governors of the
Federal Reserve System.

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

       4.20 EMPLOYEE BENEFIT PLANS. The Borrower, Parent, State Communications
Inc., and their Subsidiaries and each of their respective ERISA Affiliates are
in compliance with all applicable provisions and requirements of ERISA and the
Internal Revenue Code and the regulations and published interpretations
thereunder with respect to each Employee Benefit Plan, and have performed all
their obligations under each Employee Benefit Plan except where, individually or
in the aggregate, the failure to comply or conform would not reasonably be
expected to result in liability causing a Material Adverse Effect. Each Employee
Benefit Plan which is intended to qualify under Section 401(a) of the Internal
Revenue Code has received a favorable determination letter from the Internal
Revenue Service indicating that such Employee Benefit Plan is so qualified and
nothing has occurred subsequent to the issuance of such favorable determination
letter that would cause the Plan to lose its qualified status. No liability to
the PBGC (other than required premium payments), the Internal Revenue Service,
any Employee Benefit Plan or any Trust established under Title IV of ERISA has
been or is expected to be incurred by the Borrower, Parent, State Communications
Inc., their Subsidiaries, or any of their ERISA Affiliates except for
contributions thereto, in the normal course of business. No ERISA Event has
occurred or is reasonably expected to occur. Except to the extent required under
Section 4980B of the Internal Revenue Code or similar state laws, no Employee
Benefit Plan provides health or welfare benefits (through the purchase of
insurance or otherwise) for any retired or former employee of Borrower, Parent,
State Communications Inc., their Subsidiaries or any of their respective ERISA
Affiliates. As of the most recent valuation date for any Pension Plan sponsored,
maintained or contributed to by Borrower, Parent, State Communications Inc.,
their Subsidiaries or any of their ERISA Affiliates, the amount of unfunded
benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually
or in the aggregate for all such Pension


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Plans (excluding for purposes of such computation any Pension Plans with respect
to which assets exceed benefit liabilities), does not exceed $1,000,000. As of
the most recent valuation date for each Multiemployer Plan for which the
actuarial report is available, the potential liability of the Borrower, Parent,
State Communications Inc., and each of their Subsidiaries, and their respective
ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within
the meaning of Section 4203 of ERISA), when aggregated with such potential
liability for a complete withdrawal from all Multiemployer Plans, based on
information available pursuant to Section 4221(e) of ERISA is zero. The
Borrower, Parent, State Communications Inc., and each of their Subsidiaries and
each of their ERISA Affiliates have complied with the requirements of Section
515 of ERISA with respect to each Multiemployer Plan and are not in material
"default" (as defined in Section 4219(c)(5) of ERISA) with respect to payments
to a Multiemployer Plan.

       4.21 CERTAIN FEES. Except as provided in Section 2.9(d) no broker's or
finder's fee or commission will be payable with respect hereto or any of the
transactions contemplated hereby.

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

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

       4.24 DISCLOSURE. No representation or warranty of any Credit Party
contained in any Credit Document or in any other documents, certificates or
written statements furnished to Lenders by or on behalf of any Credit Party for
use in connection with the transactions contemplated hereby contains any untrue
statement of a material fact or omits to state a material fact (known to each
Credit Party, in the case of any document not furnished by any of them)
necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were made. Any
projections and pro forma financial information contained in such materials are
based upon good faith estimates and assumptions made by management of Parent;
provided such projections and pro forma financial information are not viewed as
facts and actual results during any period or periods covered thereby may differ
therefrom and such differences may be material. There are no facts known (or
which should upon the reasonable exercise of diligence be known) to any Credit
Party (other than matters of a general economic nature) that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect
and that have not been disclosed herein or in such other


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documents, certificates and statements furnished to Lenders for use in
connection with the transactions contemplated hereby.

       4.25 TELECOMMUNICATIONS APPROVALS. Parent and each of its Subsidiaries
have all FCC licenses and authorizations and all state governmental
authorizations and certificates and have filed all required federal and state
notifications (all of the above being collectively referred to as
"TELECOMMUNICATIONS APPROVALS") necessary for the operation of their currently
conducted Telecommunications Businesses in the United States, except for those
Telecommunications Approvals the absence of which, individually or in the
aggregate, would not have a Material Adverse Effect. All Telecommunications
Approvals granted to Parent and its Subsidiaries remain in full force and
effect, except to the extent the failure thereof to be in full force and effect,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, and have not been revoked, suspended, canceled or
modified in any adverse way, that could reasonably be expected to have a
Material Adverse Effect, and are not subject to any conditions or requirements
that are not generally imposed by the FCC or the issuing state communications
regulatory agency upon the holders of such Telecommunications Approvals that
could reasonably be expected to have a Material Adverse Effect.

       4.26 NO VIOLATION OF TELECOMMUNICATIONS REGULATIONS. Neither Borrower nor
any of its Subsidiaries is in violation of, or in default of, in a manner that
could reasonably be expected to have a Material Adverse Effect, (a) any
applicable telecommunications statute of the United States or any state in which
it operates, or (b) any applicable rule, regulation or requirement of the FCC or
any state communications regulatory agency. There are no pending or, to the
knowledge of Borrower and its Subsidiaries, threatened formal complaints,
proceedings, investigations, protests, petitions or other written objections
against Borrower or any of its Subsidiaries at the FCC or the PUC of any state
in which Borrower or any of its Subsidiaries operates, except for matters which,
individually or in the aggregate, would not have a Material Adverse Effect.

       4.27 CERTAIN MATTERS RELATING TO PARENT AND HOLDING COMPANY. As of the
Closing Date, Parent and Holding Company have no business, operations or assets
other than as described on Schedule 4.27.

SECTION 5. AFFIRMATIVE COVENANTS

        Parent and Borrower, and to the extent set forth below, each other
Credit Party, jointly and severally covenant and agree that so long as any
Commitment is in effect and until payment in full in same day funds of all
Obligations and cancellation or expiration of all Letters of Credit, it shall
perform, and shall cause each of its Subsidiaries to perform, all applicable
covenants in this Section 5.


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

               (a) Monthly Reports. During Stage 1, as soon as available, and in
any event within forty-five (45) days after the end of each month ending after
the Closing Date, the consolidated balance sheet of (y) Parent and its
Subsidiaries and (z) Parent and its Subsidiaries (other than Unrestricted
Subsidiaries) as at the end of such month and the related consolidated
statements of income, stockholders' equity and cash flows of (y) Parent and its
Subsidiaries and (z) Parent and its Subsidiaries (other than Unrestricted
Subsidiaries) for such month and for the period from the beginning of the then
current Fiscal Year to the end of such month, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of the
previous Fiscal Year and the corresponding figures from the Financial Plan for
the current Fiscal Year, to the extent prepared on a monthly basis, all in
reasonable detail, together with a Financial Officer Certification and a
Narrative Report with respect thereto;

               (b) Quarterly Financial Statements. As soon as available, and in
any event within forty-five (45) days after the end of each of the first three
Fiscal Quarters of each Fiscal Year, the consolidated and consolidating balance
sheets of (y) Parent and its Subsidiaries and (z) Parent and its Subsidiaries
(other than Unrestricted Subsidiaries) as at the end of such Fiscal Quarter and
the related consolidated (and with respect to statements of income,
consolidating) statements of income, stockholders' equity and cash flows of (y)
Parent and its Subsidiaries and (z) Parent and its Subsidiaries (other than
Unrestricted Subsidiaries) for such Fiscal Quarter and for the period from the
beginning of the then current Fiscal Year to the end of such Fiscal Quarter,
setting forth in each case in comparative form the corresponding figures for the
corresponding periods of the previous Fiscal Year and the corresponding figures
from the Financial Plan for the current Fiscal Year, all in reasonable detail,
together with (1) a Financial Officer Certification, (2) a Narrative Report and
(3) revised Schedules 4.1 and 4.2 (if necessary) reflecting all changes in the
organizational structure and capital structure of Parent and its Subsidiaries
since the delivery of the last quarterly financial information, which revised
Schedules 4.1 and 4.2 will be deemed to amend the then-existing Schedules 4.1
and 4.2 for all purposes under this Agreement;

               (c) Annual Financial Statements. As soon as available, and in any
event within ninety (90) days after the end of each Fiscal Year, (i) the
consolidated and consolidating balance sheets of (y) Parent and its Subsidiaries
and (z) Parent and its Subsidiaries (other than Unrestricted Subsidiaries) as at
the end of such Fiscal Year and the related consolidated (and, with respect to
statements of income, consolidating) statements of income, stockholders' equity
and cash flows of (y) Parent and its Subsidiaries and (z) Parent and its
Subsidiaries (other than Unrestricted Subsidiaries) for such Fiscal Year,
setting forth in each case in comparative form the corresponding figures for the
previous Fiscal Year and the corresponding figures from the Financial Plan for
the Fiscal Year covered by such financial statements, in reasonable detail,
together with a Financial Officer Certification and a Narrative Report with
respect thereto;


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setting forth in each case in comparative form the corresponding figures for the
previous Fiscal Year and the corresponding figures from the Financial Plan for
the Fiscal Year covered by such financial statements, in reasonable detail; (ii)
with respect to each such consolidated financial statements a report thereon of
KPMG LLP or other independent certified public accountants of recognized
national standing selected by Parent, and reasonably satisfactory to
Administrative Agent (which report shall be unqualified as to going concern and
scope of audit, and shall state that such consolidated financial statements
fairly present, in all material respects, the consolidated financial position of
Parent and its Subsidiaries, or Parent and its Subsidiaries (other than
Unrestricted Subsidiaries), as the case may be, as at the dates indicated and
the results of their operations and their cash flows for the periods indicated
in conformity with GAAP applied on a basis consistent with prior years (except
as otherwise disclosed in such financial statements) and that the examination by
such accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards) together
with a written statement by such independent certified public accountants
stating whether any condition or event that constitutes a Default or an Event of
Default has come to their attention and, if such a condition or event has come
to their attention, specifying the nature and period of existence thereof; and
(iii) revised Schedules 4.1 and 4.2 (if necessary) reflecting all changes in the
organizational structure and capital structure of Parent and its Subsidiaries
since the delivery of the last quarterly financial information, which revised
Schedules 4.1 and 4.2 will be deemed to amend the then-existing Schedules 4.1
and 4.2 for all purposes under this Agreement;

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

               (e)  Statements of Reconciliation after Change in Accounting
Principles. If, as a result of any change in accounting principles and policies
from those used in the preparation of the Historical Financial Statements, the
consolidated financial statements of Parent and its Subsidiaries delivered
pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from
the consolidated financial statements that would have been delivered pursuant to
such subdivisions had no such change in accounting principles and policies been
made, then, together with the first delivery of such financial statements after
such change, one or more statements of reconciliation for the immediately
preceding quarterly and annual financial statements in form and substance
reasonably satisfactory to Administrative Agent;

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


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

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

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

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

       (j) Financial Plan. As soon as practicable and in any event no later than
thirty (30) days after the beginning of each Fiscal Year, a consolidated plan
and financial forecast (a "Financial Plan") for such Fiscal Year and each
succeeding Fiscal Year through the later of the


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<PAGE>   107

Tranche A Term Loan Maturity Date and the New Term Loan Maturity Date, including
a forecasted consolidated balance sheet and forecasted consolidated statements
of income and cash flows of Parent and its Subsidiaries for each such Fiscal
Year, together with pro forma Compliance Certificates for each such Fiscal Year
and an explanation of the assumptions on which such forecasts are based and
forecasted consolidated statements of income and cash flows of Parent and its
Subsidiaries for each month of each such Fiscal Year, together with an
explanation of the assumptions on which such forecasts are based;

       (k) Insurance Report. As soon as practicable following receipt and in any
event by the last day of each Fiscal Year, a report in form and substance
satisfactory to the Collateral Agent outlining all material insurance coverage
maintained as of the date of such report by Parent and its Subsidiaries and all
material insurance coverage planned to be maintained by Parent and its
Subsidiaries in the immediately succeeding Fiscal Year;

       (l) Notice of Change in Board of Directors. With reasonable promptness,
written notice of any change in the board of directors (or similar governing
body) of Parent or Borrower;

       (m) Unrestricted Subsidiary Information. Promptly upon reasonable request
by Syndication Agent or Administrative Agent, details of: (i) the amount and
evidence of the underlying calculation of the Available Proceeds Amount,
Available Proceeds Usage Amount, Investments pursuant to Sections 6.5(l),
6.5(m), 6.18 and 6.21, and capital expenditures by Holding Company pursuant to
the final proviso of Section 6.6(e); (ii) a brief general description of the
services provided by and payments made and amounts owing to Holding Company
under the Management Services Agreement; and (iii) payments made and amounts
owing to Parent under the Tax Sharing Agreement.

       (n) Notice Regarding Material Contracts. Promptly upon request by
Syndication Agent or Administrative Agent, notice of (i) the termination of any
Material Contract of Parent or any of its Subsidiaries prior to its scheduled
term or the amendment of a Material Contract in a manner that is materially
adverse to Parent or such Subsidiary, as the case may be, or (ii) the fact that
any new Material Contract has been entered into, together with copies of such
material amendments or new contracts, delivered to Administrative Agent (to the
extent such delivery is permitted by the terms of any such Material Contract,
provided, no such prohibition on delivery shall be effective if it were
bargained for by Parent or its applicable Subsidiary with intent of avoiding
compliance with this Section 5.1(n)), and an explanation of any actions being
taken with respect thereto;

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


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       (p) Market Information. As soon as practicable and in any event no later
than forty-five (45) days after the end of each Fiscal Quarter, summary Market
information, substantially in the form of Exhibit L, as of the end of such
Fiscal Quarter;

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

       (r) Information Distributed to Shareholders or other Security Holders.
Promptly upon transmission thereof, copies of any filings or registrations with,
or reports to, the Securities and Exchange Commission by Parent or any of its
Subsidiaries and copies of all financial statements, proxy statements, notices
and reports as Parent or any of its Subsidiaries shall send to the holders of
their Capital Stock or the holders of Permitted Parent Debt in their capacity as
such holders (in each case not theretofore delivered to the Lenders pursuant to
this Agreement);

       (s) Projections and Financial Plans. Promptly upon any Authorized Officer
of Parent or Borrower obtaining knowledge thereof, written notice of any
material change in (i) the operations, activities or business of Parent and its
Subsidiaries or (ii) any other material assumption, in each case, from those
upon which the forecasts contained in the Projections delivered pursuant to
Section 3.1(i) or any Financial Plan delivered pursuant to Section 5.1(j) were
based; and

       (t) Quarterly Access Lines Installed Report. As soon as practicable and
in any event no later than forty-five (45) days after the end of each Fiscal
Quarter after the Closing Date, a quarterly operational progress report in form
satisfactory to the Administrative Agent setting out (1) on a quarterly and
cumulative and Market by Market basis, the number of DS-O equivalent installed
and sold (i) on-net voice lines, (ii) on-net data lines, (iii) digital
subscriber lines, (iv) total on-net lines, (v) resale lines and (vi) total
lines, and a breakdown of all other types (if any) of product lines sold,
together with such other related information as may be reasonably requested by
the Administrative Agent; and (2) an updated list of collocation facilities.

       (u) Other Information. With reasonable promptness, such other information
and data with respect to Parent or any of its Subsidiaries as from time to time
may be reasonably requested by Administrative Agent, Syndication Agent, or any
Lender including, without limitation, an annual update to the UCC Questionnaire.


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       5.2 EXISTENCE. Except as otherwise permitted under Section 6.9, each
Credit Party will, and will cause each of its Subsidiaries to, at all times take
all reasonable action to preserve and keep in full force and effect its
existence and all rights and franchises, licenses and permits material to its
Telecommunications Business; provided, no Credit Party nor any of its
Subsidiaries shall be required to preserve any such existence, right or
franchise, licenses and permits if such Person's board of directors (or similar
governing body) shall determine in good faith that the preservation thereof is
no longer desirable in the conduct of the Telecommunications Business of such
Person, and that the loss thereof is not disadvantageous in any material respect
to such Person or to Lenders.

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

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

       5.5 INSURANCE. Holding Company and Borrower will maintain or cause to
be maintained, with financially sound and reputable insurers, such comprehensive
general liability insurance, third party property damage insurance, business
interruption insurance, workers' compensation and employer's liability insurance
and casualty insurance with respect to liabilities, losses or damage in respect
of the assets, properties and businesses of Holding Company, Borrower and
Borrower's Subsidiaries as may be satisfactory to the Collateral Agent, but in
any event not less than as shown on Schedule 5.5 hereto and made a part hereof,
and in each case in such amounts (giving effect to self-insurance in amounts
acceptable to the Collateral Agent),


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with such deductibles and limits, covering such risks and otherwise on such
terms and conditions as shall be acceptable to the Collateral Agent. Without
limiting the generality of the foregoing, Borrower will maintain or cause to be
maintained: (a) flood insurance with respect to each Flood Hazard Property that
is located in a community that participates in the National Flood Insurance
Program, in each case in compliance with any applicable regulations of the Board
of Governors of the Federal Reserve System, and (b) replacement value casualty
insurance on an all-risks basis on the Collateral under such policies of
insurance, with such insurance companies, in such amounts, with such
deductibles, and covering such risks and otherwise on such terms and conditions
as are acceptable to the Collateral Agent; (c) with respect to each policy of
insurance, a waiver of subrogation in favor of the Collateral Agent and the
Lenders; and (d) policies of insurance that (i) insure the interests of the
Collateral Agent and the Lenders and their respective Affiliates regardless of
any breach of or violation by any Credit Party of any warranties, declarations
or conditions contained therein, (ii) contain cross liability clauses, (iii)
provide that the insurance shall be primary and without right of contribution
from any other insurance which may be available to any of the Collateral Agent
or Lenders, (iv) provide that the Collateral Agent and the Lenders have no
responsibility, obligation or liability for premiums, commissions, assessments
or calls in connection with such insurance. Each such policy of liability
insurance shall name each of the Collateral Agent and the Lenders and their
respective Affiliates, as additional insureds thereunder and in the case of each
business interruption and casualty insurance policy, contain a standard lender's
loss payable clause or endorsement, satisfactory in form and substance to
Collateral Agent, that names Collateral Agent, on behalf of Lenders, as the loss
payee thereunder for any covered loss in excess of $1,000,000. Each such policy
of insurance shall provide for at least thirty (30) days' prior written notice
to Collateral Agent of any reduction of coverage or cancellation of such policy.
On the Closing Date and within thirty (30) days prior to each anniversary of the
Closing Date, the Borrower shall deliver or cause to be delivered to the
Collateral Agent (which shall promptly furnish a copy thereof to each of the
Lenders) an insurance broker's opinion letter from the Borrowers' independent
insurance agent confirming that the insurance premiums with respect to the
policies of insurance required to be maintained pursuant to this Section 5.5
have been paid, that such policies are in full force and effect, and that such
policies meet the insurance requirements set forth in this Section 5.5. The
Borrower shall also furnish or cause to be furnished to the Collateral Agent
(which shall promptly furnish a copy or copies thereof to each of the Lenders) a
certificate or certificates of insurance (i) evidencing that all the coverages
required to be maintained pursuant to this Section 5.5 have been renewed and
continue to be in full force and effect for such period as shall be then
stipulated, (ii) specifying the insurers with whom the insurances are carried
and (iii) containing such other certifications and undertakings as are
customarily provided to Lenders, as reasonably requested by the Collateral Agent
or any Lender.

       5.6 BOOKS AND RECORDS; INSPECTIONS; LENDERS MEETINGS. Each Credit
Party will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries in conformity with
GAAP are made of all dealings and transactions in relation to its business and
activities. Borrower will, and will cause each of its Subsidiaries to,


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permit any authorized representatives designated by any Lender to visit and
inspect any of its facilities, to inspect, copy and take extracts from its and
their financial and accounting records, and to discuss its and their affairs,
finances and accounts with its and their officers and independent public
accountants, all upon not less than five (5) Business Days prior written notice
(unless a Default or Event of Default shall have occurred and be continuing, in
which circumstances only one (1) day's notice shall be required) and at such
reasonable times during normal business hours and as often as may reasonably be
requested, in each case, subject to any applicable confidentiality undertakings
by Parent and its Subsidiaries to third parties. Parent and Borrower will, upon
the request of Administrative Agent or Requisite Lenders, participate in a
meeting of Administrative Agent and Lenders once during each Fiscal Year to be
held at Borrower's corporate offices (or at such other location as may be agreed
to by Borrower and Administrative Agent) at such time as may be agreed to by
Borrower and Administrative Agent.

       5.7 COMPLIANCE WITH CONTRACTUAL OBLIGATIONS AND LAWS. Each Credit
Party will comply, and shall cause each of its Subsidiaries to comply, with the
requirements of all material Contractual Obligations and all applicable laws,
rules, regulations and orders of any Governmental Authority (including all
Environmental Laws), noncompliance with which could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. Parent and
Holding Company shall cause each Unrestricted Subsidiary to comply in all
material respects with its obligations under each of the Tax Sharing Agreement
and the Management Services Agreement.

       5.8 ENVIRONMENTAL.

              (a) Environmental Disclosure. Borrower will deliver to
Administrative Agent and Lenders:

                    (i) as soon as reasonably practicable following receipt
       thereof, copies of notices of Environmental Claims, all final reports of
       environmental audits, investigations and analyses of any kind or
       character, whether prepared by personnel of Parent, Holding Company,
       Borrower or any of Borrower's Subsidiaries or by independent consultants,
       governmental authorities or any other Persons, with respect to
       significant environmental matters at any Facility which could reasonably
       be expected to have, individually or in the aggregate, a Material Adverse
       Effect.

                    (ii) written notice describing in reasonable detail (A) any
       Release required to be reported to any federal, state or local
       governmental or regulatory agency under any applicable Environmental Laws
       and any remedial action taken by Borrower or any other Person in response
       thereto which could reasonably be expected to have, individually or in
       the aggregate, a Material Adverse Effect, (B) any Environmental Claims
       that, individually or in the aggregate, have a reasonable possibility of
       resulting in a Material Adverse Effect, and (C) Borrower's discovery of
       any occurrence or condition


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       on any real property adjoining or in the vicinity of any Facility that
       could cause such Facility or any part thereof to be subject to any
       material restrictions on the ownership, occupancy, transferability or use
       thereof under any Environmental Laws which could reasonably be expected
       to have, individually or in the aggregate, a Material Adverse Effect;

                    (iii) as soon as reasonably practicable following the
       sending or receipt thereof by Parent, Holding Company, Borrower or any of
       Borrower's Subsidiaries, a copy of any and all written communications
       with respect to (A) any Environmental Claims that, individually or in the
       aggregate, have a reasonable possibility of giving rise to a Material
       Adverse Effect, (B) any Release required to be reported to any federal,
       state or local governmental or regulatory agency which could reasonably
       be expected to have a Material Adverse Effect, and (C) any request for
       information from any governmental agency that suggests such agency is
       investigating whether Parent, Holding Company, Borrower or any of
       Borrower's Subsidiaries may be potentially responsible for any Release of
       Hazardous Materials;

                    (iv) prompt written notice describing in reasonable detail
       (A) any proposed acquisition of stock, assets, or property by Parent,
       Holding Company, Borrower or any of Borrower's Subsidiaries that could
       reasonably be expected to (i) expose Parent, Holding Company, Borrower or
       any of Borrower's Subsidiaries to, or result in, Environmental Claims
       that could reasonably be expected to have, individually or in the
       aggregate, a Material Adverse Effect or (ii) affect the ability of
       Parent, Holding Company, Borrower or any of Borrower's Subsidiaries to
       maintain in full force and effect all material Governmental
       Authorizations required under any Environmental Laws for their respective
       operations and (B) any proposed action to be taken by Parent, Holding
       Company, Borrower or any of Borrower's Subsidiaries to modify current
       operations in a manner that could reasonably be expected to subject
       Parent, Holding Company, Borrower or any of Borrower's Subsidiaries to
       any additional material obligations or requirements under any
       Environmental Laws; and

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

              (b) Hazardous Materials Etc. Parent, Holding Company and Borrower
shall promptly take, and Borrower shall cause each of its Subsidiaries promptly
to take, any and all actions necessary to (i) contest or cure any alleged
violation of applicable Environmental Laws by Parent, Holding Company, Borrower
or Borrower's Subsidiaries that could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, and (ii) make an
appropriate response to any Environmental Claim against Parent, Holding Company,
Borrower or any of Borrower's Subsidiaries and contest or discharge any
obligations it may have to any


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Person thereunder where failure to do so could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

       5.9 SUBSIDIARIES. In the event that, after the Closing Date, any
Person becomes a Subsidiary of Borrower, Borrower shall promptly (i) deliver to
Collateral Agent certificates (accompanied by irrevocable undated stock powers,
duly endorsed in blank and otherwise satisfactory in form and substance to
Collateral Agent) representing the Capital Stock of such Subsidiary, which shall
be pledged pursuant to the Pledge and Security Agreement and shall deliver to
Collateral Agent such other additional agreements or instruments, each in form
and substance reasonably satisfactory to the Collateral Agent, as may be
necessary or desirable to create in favor of Collateral Agent, for the benefit
of Secured Parties, a valid and perfected First Priority security interest in
all of the Capital Stock of such Subsidiary (65% in the case of a Foreign
Subsidiary), (ii) cause such Subsidiary to become a Guarantor hereunder and a
Grantor under the Pledge and Security Agreement by executing and delivering to
Administrative Agent a Counterpart Agreement, and (iii) take all such other
actions and execute and deliver, or cause to be executed and delivered, all such
other documents, instruments, agreements, and certificates similar to those
described in Sections 3.1(b) and 3.1(g). With respect to each such Subsidiary,
Borrower shall promptly send to Administrative Agent written notice setting
forth with respect to such Subsidiary (i) the date on which such Subsidiary
became a Subsidiary of Borrower, and (ii) all of the data required to be set
forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Borrower, and
such written notice shall be deemed to supplement Schedules 4.1 and 4.2 for all
purposes hereof.

       5.10 MATERIAL REAL ESTATE ASSETS. In the event that Borrower or any of
its Subsidiaries acquires a Material Real Estate Asset or a Real Estate Asset
owned on the Closing Date becomes a Material Real Estate Asset and such interest
has not otherwise been made subject to the Lien of the Collateral Documents in
favor of Collateral Agent, for the benefit of Secured Parties, then the Borrower
or such Subsidiary, contemporaneously with acquiring such Material Real Estate
Asset, shall take all such actions and execute and deliver, or cause to be
executed and delivered, all such mortgages, documents, instruments, agreements,
opinions and certificates as may be reasonably requested by Collateral Agent or
Syndication Agent with respect to each such Material Real Estate Asset to create
in favor of Collateral Agent, for the benefit of Secured Parties, a valid and,
subject to any filing and/or recording referred to herein, perfected First
Priority security interest in or lien on such Material Real Estate Asset.
Without prejudice to the generality of the foregoing, in order to create in
favor of Collateral Agent, for the benefit of Secured Parties, a valid and,
subject to any filing and/or recording referred to herein, perfected First
Priority security interest in Material Real Estate Assets, Collateral Agent
shall receive from the Borrower or, as the case may be, the applicable
Subsidiary:

                    (i) a fully executed and notarized Mortgage, in proper form
       for recording in all appropriate places in all applicable jurisdictions,
       encumbering such Material Real Estate Asset (each, a "MORTGAGED
       PROPERTY");


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                    (ii)  in the case of each Mortgaged Property that is a
       Leasehold Property, a Landlord Consent and Estoppel and, if applicable,
       evidence that such Leasehold Property is a Recorded Leasehold Interest;

                    (iii) an opinion of counsel (which counsel shall be
       reasonably satisfactory to Syndication Agent and Collateral Agent) in the
       state in which a Mortgaged Property is located with respect to the
       enforceability of the form(s) of Mortgages to be recorded in such state
       and such other matters as Syndication Agent and Collateral Agent may
       reasonably request, in each case in form and substance reasonably
       satisfactory to Syndication Agent and Collateral Agent;

                    (iv)  ALTA mortgagee title insurance policies or
       unconditional commitments therefor issued by a title company with respect
       to such Mortgaged Property in an amount not less than the fair market
       value of such Mortgaged Property, together with a title report issued by
       a title company with respect thereto, and copies of all recorded
       documents listed as exceptions to title or otherwise referred to therein,
       each in form and substance reasonably satisfactory to Syndication Agent
       and Collateral Agent, and evidence that all premiums, recording charges
       and other sums required in connection with the issuance of all such title
       policies have been paid in full by the Borrower, or as the case may be,
       the applicable Subsidiary;

                    (v)  evidence of flood insurance with respect to each Flood
       Hazard Property that is located in a community that participates in the
       National Flood Insurance Program, in each case in compliance with any
       applicable regulations of the Board of Governors of the Federal Reserve
       System, in form and substance reasonably satisfactory to Syndication
       Agent and Collateral Agent; and

                    (vi)  ALTA surveys of the Mortgaged Property, to the extent
       available.

In addition to the foregoing, Borrower shall, at the request of Requisite
Lenders, deliver, from time to time (but no more frequently than once during any
calendar year), to Collateral Agent such appraisals as are required by law or
regulation of Real Estate Assets with respect to which Administrative Agent has
been granted a Lien. Borrower's or its Subsidiary's obligation to deliver or
cause to be delivered a Landlord Consent and Estoppel to the Collateral Agent
under clause (ii) above shall (in the case of Real Estate Assets owned on the
Closing Date which become Material Real Estate Assets, but not in the case of
Material Real Estate Assets acquired after the Closing Date) be limited to
Borrower's or such Subsidiary's reasonable commercial efforts. Collateral Agent,
on behalf of the Lenders, hereby acknowledges and agrees that the use of
reasonable commercial efforts shall not require Borrower or its Subsidiary to
pay money (other than reasonable fees) or waive any contractual or other rights
in order to obtain such Landlord Consent and Estoppel.


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       5.11 INTEREST RATE PROTECTION. No later than one year following the
Closing Date and at all times thereafter, Borrower shall, if necessary to
satisfy the requirements set forth in this Section 5.11, enter into and
thereafter maintain, or caused to be maintained, in effect one or more Interest
Rate Agreements for a term and otherwise in form and substance reasonably
satisfactory to Syndication Agent, which Interest Rate Agreements (when taken
together with other fixed rate debt) shall at all times effectively limit the
interest costs to Borrower with respect to an aggregate notional principal
amount of not less than 50% of the aggregate principal amount of the Total
Borrower Debt.

       5.12 REQUIRED CONTRIBUTION. On or prior to December 31, 2000, Holding
Company shall have received the Required Contribution from Parent and shall have
further contributed or reserved for that purpose all such Required Contribution
to Borrower in each case, in the form of common equity and otherwise in a manner
and on terms and conditions reasonably satisfactory to Syndication Agent.

       5.13 CERTAIN POST CLOSING MATTERS.

              (a) Within 45 days after the Closing Date, Borrower shall

                    (i) use reasonable commercial efforts to obtain from each
       Person identified on Schedule 5.13(a) an acknowledgment letter in favor
       of Collateral Agent, for the benefit of Lenders, in the form of Exhibit N
       with respect to each corresponding agreement listed on such Schedule
       5.13(a).

                    (ii) use reasonable commercial efforts to ensure the
       delivery to the Collateral Agent, in the case of each Leasehold Property
       listed on Schedule 3.1 in respect of which one was not delivered prior to
       the Closing Date pursuant to Section 3.1(g)(v), a Landlord Personal
       Property Collateral Access Agreement with respect thereto; and

                    (iii) use reasonable commercial efforts to obtain a consent
       to the collateral assignment to Collateral Agent, Syndication Agent and
       Lenders of rights existing under all Material Contracts listed on
       Schedule 5.13(b), such consent in form and substance reasonably
       satisfactory to Collateral Agent. Collateral Agent, on behalf of the
       Lenders, hereby acknowledges and agrees that the use of reasonable
       commercial efforts shall not require Borrower or its Subsidiaries to pay
       money (other than reasonable fees) or waive any contractual or other
       rights in order to obtain such consent.

              (b) Within 45 days after the Closing Date, Holding Company shall
deliver to Agents and Lenders a Management Services Agreement entered into by
Holding Company and each Unrestricted Subsidiary designed to fairly and
equitably allocate overhead and management costs and expenses incurred by
Holding Company for the benefit of Unrestricted Subsidiaries


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among the Unrestricted Subsidiaries and require Unrestricted Subsidiaries to
reimburse Holding Company for such allocated amounts on fair and equitable
terms.

              (c) Within forty-five (45) days after the Closing Date, the
Borrower shall furnish to the Collateral Agent (which Collateral Agent shall
promptly furnish to the Lenders if requested) post-closing searches made with
respect to the personal or mixed property (including fixtures) of the Credit
Parties, reflecting the filing of the UCC Financing Statements referred to in
Section 3.1(g)(iii) hereof.

              (d) Within forty-five days of the acquisition of a new Leasehold
Property (at which Collateral having an aggregate book value in excess of
$1,000,000 is to be located) by any Credit Party, such Credit Party shall
deliver to the Collateral Agent, a Landlord Personal Property Collateral Access
Agreement. Each Credit Party shall not permit Collateral having an aggregate
book value in excess of $1,000,000 at any time to be located at a Leasehold
Property in respect of which such Credit Party has not delivered or used
reasonable commercial efforts (including, without limitation, the payment of
reasonable fees or other such reasonable amounts as may be necessary) to ensure
the delivery to the Collateral Agent, of a Landlord Personal Property Collateral
Access Agreement.

              (e) As soon as possible after the Closing Date, and in any event
prior to December 31, 2000, Parent shall contribute to Holding Company all of
Parent's Telecommunications Assets, Real Estate Assets and transportation
assets.

       5.14 GEOGRAPHIC MARKET REPORTING REQUIREMENT. From and after the date
of incurrence by Parent of any Permitted Parent Debt, Parent and Borrower will,
within forty-five days following the last day of each Fiscal Quarter, jointly
deliver to Administrative Agent (which shall promptly deliver copies thereof to
the Lenders) a certificate of an Authorized Officer of Parent setting forth (a)
a good-faith estimate (based upon assumptions included in the most recent
Financial Plan) of the remaining cost, as of the last day of such Fiscal
Quarter, to complete the build-out of the Geographic Markets contemplated by
such Financial Plan and (b) the aggregate amount of Cash and Cash Equivalents
held by Parent and its Subsidiaries as of the last day of such Fiscal Quarter.

       5.15 FURTHER ASSURANCES. At any time or from time to time upon the
request of Administrative Agent, each Credit Party will, at its expense,
promptly execute, acknowledge and deliver such further documents and do such
other acts and things as Administrative Agent may reasonably request in order to
effect fully the purposes of the Credit Documents to which it is a party. In
furtherance and not in limitation of the foregoing, each Credit Party shall take
such actions as Administrative Agent or the Collateral Agent may reasonably
request from time to time (including, without limitation, the execution and
delivery of guaranties, security agreements, pledge agreements, mortgages, deeds
of trust, landlord's consents and estoppels, control


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agreements, stock powers, financing statements and other documents, the filing
or recording of any of the foregoing, title insurance with respect to any of the
foregoing that relates to any Real Estate Asset, and the delivery of stock
certificates and other collateral with respect to which perfection is obtained
by possession) to ensure that the Obligations are guarantied by the Guarantors
and are secured by (i) substantially all of the assets of each of the Borrower
and its Subsidiaries (including a pledge of all of the Capital Stock of each of
their respective Domestic Subsidiaries and 65% of all of the Capital Stock of
each of their Foreign Subsidiaries), (ii) substantially all of the assets of
Holding Company (including a pledge of all of the Capital Stock of Borrower but
not any Unrestricted Subsidiaries), and (iii) all of the Capital Stock of
Holding Company, in each case, as provided in this Agreement.

SECTION 6. NEGATIVE COVENANTS

        Parent, Borrower and Holding Company, and to the extent set forth below,
each other Credit Party, covenants and agrees that, so long as any Commitment is
in effect and until payment in full in same day funds of all Obligations and
cancellation or expiration of all Letters of Credit, it shall perform, and shall
cause each of its Subsidiaries to perform, all applicable covenants in this
Section 6.

       6.1 BORROWER INDEBTEDNESS. Borrower shall not, nor shall it permit any
of its Subsidiaries to, directly or indirectly, create, incur, assume or
guaranty, or otherwise become or remain directly or indirectly liable with
respect to any Indebtedness, except:

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

              (b) Indebtedness of any Guarantor Subsidiary to Borrower or to any
other Guarantor Subsidiary, or of Borrower to any Guarantor Subsidiary;
provided, (i) all such Indebtedness shall be evidenced by promissory notes and
all such notes shall be subject to a First Priority Lien pursuant to the Pledge
and Security Agreement, (ii) all such Indebtedness shall be unsecured and
subordinated in right of payment to the payment in full of the Obligations
pursuant to the terms of the applicable promissory notes or an intercompany
subordination agreement that, in any such case, is reasonably satisfactory to
Administrative Agent (Administrative Agent and the Lenders hereby acknowledging
and agreeing that such subordination provisions shall permit the free flow of
funds among Borrower and the Guarantor Subsidiaries in connection with such
Indebtedness prior to the occurrence of a Default and thereafter upon the cure
or waiver of such Default), and (iii) any payment by any such Guarantor
Subsidiary under any guaranty of the Obligations shall result in a pro tanto
reduction of the amount of any Indebtedness owed by such Subsidiary to Borrower
or to any of its Subsidiaries for whose benefit such payment is made;


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              (c) Indebtedness which may be deemed to exist pursuant to any
guaranties, performance bonds, surety bonds , statutory, appeal or similar
obligations (other than for borrowed money) incurred in the ordinary course of
business;

              (d) guaranties by Borrower of Indebtedness of a Guarantor
Subsidiary or guaranties by a Subsidiary of Borrower of Indebtedness of Borrower
or a Guarantor Subsidiary with respect, in each case, to Indebtedness otherwise
permitted to be incurred pursuant to this Section 6.1;

              (e) Indebtedness described in Schedule 6.1, but not any
extensions, renewals or replacements of such Indebtedness except (i) renewals
and extensions expressly provided for in the agreements evidencing any such
Indebtedness as the same are in effect on the date of this Agreement and (ii)
refinancings and extensions of any such Indebtedness if the terms and conditions
thereof are not less favorable to the obligor thereon or to the Lenders than the
Indebtedness being refinanced or extended, and the average life to maturity
thereof is greater than or equal to that of the Indebtedness being refinanced or
extended; provided, such Indebtedness permitted under the immediately preceding
clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that
was not an obligor with respect to the Indebtedness being extended, renewed or
refinanced, (B) exceed in a principal amount the Indebtedness being renewed,
extended or refinanced or (C) be incurred, created or assumed if any Default or
Event of Default has occurred and is continuing or would result therefrom;

              (f) Indebtedness with respect to Capital Leases in an aggregate
amount not to exceed at any time $15,000,000; and

              (g) Indebtedness with respect to the financing of fixed or capital
assets secured by Liens permitted in Section 6.2(g) in an aggregate amount not
to exceed at any time $10,000,000.

       6.1A   PARENT INDEBTEDNESS. Parent shall not, directly or indirectly,
create, incur, assume or guaranty, or otherwise become or remain directly or
indirectly liable with respect to any Indebtedness, except:

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

              (b) unsecured Indebtedness described in Schedule 6.1A, but not any
extensions, renewals or replacements of such Indebtedness except renewals and
extensions expressly provided for in the agreements evidencing any such
Indebtedness as the same are in effect on the date of this Agreement; and


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              (c) additional Indebtedness of Parent, provided that (i)(A) the
terms of such additional Indebtedness shall not contain any cross-default
provisions (but may include a cross-acceleration provision), (B) the terms of
such additional Indebtedness shall not contain any financial maintenance
covenants, (C) such additional Indebtedness shall not be secured by any asset of
Parent or any of its Subsidiaries (other than restricted Cash or Cash
Equivalents allocated from the funds representing such Indebtedness securing
prefunded interest payments), (D) no portion of the principal of such additional
Indebtedness shall be scheduled to be nor shall be redeemed, repurchased or
otherwise repaid or prepaid (voluntarily or mandatorily) prior to the date that
is six months after the Revolving Loan Maturity Date or, if later, any New Term
Loan Maturity Date, and (E) such Indebtedness shall otherwise be on terms then
customary for high-yield debt Securities of comparable issuers; (ii) the net
proceeds of such Indebtedness (other than any portion of the proceeds of such
Indebtedness required to prefund interest payments on such Indebtedness)
incurred by Parent shall be contributed as common equity to Holding Company;
(iii) if Borrower shall not have achieved at least twenty-one (21) Completed
Markets, Holding Company shall contribute to Borrower as common equity the net
proceeds of such Indebtedness referred to in the preceding clause (ii); (iv) the
terms and conditions of the contribution referred to in the immediately
preceding clause (iii) shall be reasonably satisfactory to Requisite Lenders and
(v) Lenders shall have received evidence reasonably satisfactory to Requisite
Lenders, that, after giving effect to the incurrence of such Indebtedness, (1)
Borrower and Parent shall be in pro forma compliance with the financial
covenants set forth in Sections 6.6 or 6.7, as applicable and Section 6.8,
respectively and (2) no Default or Event of Default shall exist.

       6.1B HOLDING COMPANY INDEBTEDNESS. Holding Company shall not, directly
or indirectly, create, incur, assume or guaranty, or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness, except the
Obligations (including any Indebtedness under any Hedge Agreement with any
Lender Counterparty.) Notwithstanding the foregoing, but subject always to
Section 6.8, Unrestricted Subsidiaries of Holding Company shall be able to
create, incur, assume or guaranty, or otherwise become or remain liable with
respect to secured or unsecured Indebtedness.

       6.2 LIENS. Parent, Holding Company and Borrower shall not, nor shall
Borrower permit any of its Subsidiaries to, directly or indirectly, create,
incur, assume or permit to exist any Lien on or with respect to any of its
property or assets of any kind (including any document or instrument in respect
of goods or accounts receivable but excluding, in the case of Holding Company,
the Capital Stock and assets of its Unrestricted Subsidiaries), whether now
owned or hereafter acquired, or any income or profits therefrom, or file or
permit the filing of, or permit to remain in effect, any financing statement or
other similar notice of any Lien with respect to any such property, asset,
income or profits under the UCC of any State or under any similar recording or
notice statute, except:

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


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              (b) Liens for Taxes not yet due or that are being contested in
good faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of Borrower or its Subsidiaries as
may be required in conformity with GAAP;

              (c) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business that
are not overdue for a period of more than 30 days or that are being contested in
good faith by appropriate proceedings;

              (d) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation;

              (e) deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety, customs
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;

              (f) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business that are not
substantial in amount and that, individually or in the aggregate, do not
materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of Borrower or any of its
Subsidiaries;

              (g) Liens securing Indebtedness of Borrower or any of its
Subsidiaries incurred pursuant to Section 6.1(g), provided that (i) such Liens
shall be created substantially simultaneously with the acquisition of such fixed
or capital assets, (ii) such Liens do not at any time encumber any property
other than the property financed by such Indebtedness, and (iii) the amount of
the Indebtedness secured thereby is not increased beyond the cost of such
acquisition;

              (h) any interest or title of a lessor (or sublessor) under any
lease (or sublease) entered into by the Borrower or any other Subsidiary in the
ordinary course of its business and covering only the assets so leased (or
subleased);

              (i) judgment Liens with respect to judgments not in excess of
$5,000,000, in the aggregate and with respect to which Lien execution has been
stayed within thirty (30) days by appropriate judicial proceedings or the
posting of an appeal bond or other security; and

              (j) statutory and common law landlord's Liens under leases to
which any Credit Party is a party.


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       6.3 EQUITABLE LIEN; NO FURTHER NEGATIVE PLEDGES. If Borrower or any of
its Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Permitted Liens, it
shall make or cause to be made effective provisions whereby the Obligations will
be secured by such Lien equally and ratably with any and all other Indebtedness
secured thereby as long as any such Indebtedness shall be so secured; provided,
notwithstanding the foregoing, this covenant shall not be construed as a consent
by Requisite Lenders to the creation or assumption of any such Lien not
otherwise permitted hereby. Except with respect to (a) specific property
encumbered to secure payment of particular Indebtedness permitted hereunder, or
to be sold pursuant to an executed agreement with respect to a permitted Asset
Sale and (b) restrictions by reason of customary provisions restricting
assignments, subletting or other transfers contained in leases, licenses and
similar agreements entered into in the ordinary course of business (provided
that such restrictions are limited to the property or assets secured by such
Liens or the property or assets subject to such leases, licenses or similar
agreements, as the case may be), neither Borrower nor any of its Subsidiaries
shall enter into any agreement prohibiting the creation or assumption of any
Lien upon any of its properties or assets, whether now owned or hereafter
acquired. Parent shall not enter into any agreement that prohibits or limits the
ability of Parent to create, incur, assume or suffer to exist any Lien upon the
Capital Stock of Borrower other than this Agreement and the other Credit
Documents.

       6.4 RESTRICTED JUNIOR PAYMENTS; RESTRICTIONS ON SUBSIDIARY
DISTRIBUTIONS. (a) Borrower and Holding Company shall not directly or
indirectly, declare, order, pay, make or set apart any sum for any Restricted
Junior Payment except the following shall be permitted:

                    (i) after December 31, 2003, so long as (A) no Default or
       Event of Default shall have occurred and be continuing or shall be caused
       thereby and (B) Borrower and Parent shall have delivered to
       Administrative Agent certificates demonstrating compliance on a pro forma
       basis, after giving effect to such payment and the application of the
       proceeds thereof, with the financial covenants set forth in Sections 6.6
       or 6.7, as applicable and Section 6.8, respectively, Borrower may declare
       and pay Restricted Junior Payments to Holding Company, in amounts no
       greater than the amounts of scheduled cash interest payments in respect
       of the Contributed Parent Debt, provided that such interest payments
       shall not exceed an amount then owed in respect of the portion of the
       Indebtedness the proceeds of which were used to fund such Contributed
       Parent Debt, provided further, that such dividends may only be paid as
       and when such interest become due and payable and Holding Company may
       distribute such dividends to Parent;

                    (ii) so long as no Default or Event of Default shall have
       occurred and be continuing or shall be caused thereby, Borrower may make
       Restricted Junior Payments to Holding Company to reimburse Holding
       Company for general management costs and expenses associated with the
       operations of Borrower and its Subsidiaries;


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                      (iii) so long as no Default or Event of Default shall have
       occurred and be continuing or shall be caused thereby, Borrower may make
       Restricted Junior Payments to Holding Company and Parent to the extent
       necessary to permit Parent to discharge the consolidated tax liabilities
       of Parent and its Subsidiaries (other than any such liability or portion
       thereof which is attributable to the activities of any Unrestricted
       Subsidiary and which Holding Company and Parent hereby undertake to cause
       to be paid by the relevant Unrestricted Subsidiary to Holding Company
       pursuant to the Tax Sharing Agreement), in each case so long as Parent
       applies the amount of any such Restricted Junior Payment for such
       purpose;

                    (iv) so long as no Default or Event of Default shall have
       occurred and be continuing or shall be caused thereby, Borrower may make
       Restricted Junior Payments to Holding Company in an aggregate amount not
       to exceed $18,000,000, to the extent necessary to finance the purchase of
       Telecommunications Assets by Holding Company; and

                    (v) so long as no Default or Event of Default shall have
       occurred and be continuing or shall be caused thereby, Holding Company
       may declare and pay dividends to Parent in amounts no greater than the
       amount of scheduled cash interest payments in respect of the Permitted
       Parent Debt the proceeds of which were used to make Investments in
       Unrestricted Subsidiaries; provided that such dividends do not exceed a
       corresponding amount of dividends paid by Unrestricted Subsidiaries to
       Holding Company; provided further that, such interest payments shall not
       exceed an amount then owed in respect of the portion of the Permitted
       Parent Debt the proceeds of which were used to fund Investments in such
       Unrestricted Subsidiaries, provided further that, such dividends may only
       be paid as and when such interest on such Permitted Parent Debt becomes
       due and payable.

              (b) Except as provided herein, Borrower shall not, nor shall it
permit any of its Subsidiaries to, create or otherwise cause or suffer to exist
or become effective any consensual encumbrance or restriction of any kind on the
ability of any Subsidiary of Borrower to (i) pay dividends or make any other
distributions on any of such Subsidiary's Capital Stock owned by Parent or any
other Subsidiary of Parent, (ii) repay or prepay any Indebtedness owed by such
Subsidiary to Borrower or any other Subsidiary of Parent, (iii) make loans or
advances to Parent or any other Subsidiary of Parent, or (iv) transfer any of
its property or assets to Parent or any other Subsidiary of Parent other than
(1) customary provisions restricting assignments, subletting or other transfers
contained in leases, licenses, joint venture agreements and similar agreements
entered into in the ordinary course of business, and (2) restrictions that are
or were created by virtue of any transfer of, agreement to transfer or option or
right with respect to any property, assets or Capital Stock not otherwise
prohibited under this Agreement to the extent imposed on such property, assets
or Capital Stock.


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       6.5 INVESTMENTS. Parent, Holding Company and Borrower shall not, nor
shall any of them permit any of their respective Subsidiaries (other than
Unrestricted Subsidiaries) to, directly or indirectly, make or own any
Investment in any Person, including without limitation any Joint Venture,
except:

              (a) Cash Equivalents;

              (b) equity Investments owned as of the Closing Date in any
Subsidiary and Investments made after the Closing Date in Holding Company (with
respect to Parent), Borrower or Wholly Owned Subsidiaries of Borrower;

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

              (d) in the case of Borrower, intercompany loans to the extent
permitted under Section 6.1(b);

              (e) in the case of Borrower, Capital Expenditures permitted by
Section 6.6;

              (f) in the case of Borrower and Holding Company, loans and
advances to employees of Borrower, Holding Company and their respective
Subsidiaries made in the ordinary course of business up to an aggregate
principal amount not to exceed $1,000,000 in the aggregate;

              (g) in the case of Borrower, Investments made in connection with
acquisitions permitted pursuant to Section 6.9;

              (h) Investments described in Schedule 6.5;

              (i) Investments in assets useful in the Telecommunications
Business of Holding Company, Borrower and their respective Subsidiaries (other
than Unrestricted Subsidiaries) with Net Asset Sale Proceeds and Net
Insurance/Condemnation Proceeds, in each case, in accordance with the provisions
of this Agreement;

              (j) Investments in prepaid expenses, negotiable instruments held
for collection and lease, utility, workers' compensation, performance and other
similar deposits in the ordinary course of business;


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              (k) in the case of Borrower, promissory notes and other
Indebtedness received in connection with Asset Sales permitted by Section 6.9 to
an aggregate amount not to exceed $5,000,000 at any one time outstanding;
provided that any such promissory note (or series of related promissory notes)
payable in a principal amount equal to or greater than $250,000 shall have been
delivered to the Administrative Agent to be held as Collateral pursuant to the
Pledge and Security Agreement; and, in the case of Holding Company, promissory
notes and other Indebtedness received in connection with the sale of any
Unrestricted Subsidiary; and

              (l) other cash Investments by Holding Company (other than
Investments referred to in Section 6.5(m)) in an amount not to exceed, the
Available Proceeds Amount on the date of such Investment; provided that (i)
immediately prior to, and after giving effect thereto, no Default or Event of
Default shall have occurred and be continuing or would result therefrom, and
(ii) Parent and its Subsidiaries shall be in compliance with, immediately before
and after giving pro forma effect to such Investment, Sections 6.6, 6.7 or 6.8,
as applicable; and

              (m) with respect to Holding Company, Investments in Unrestricted
Subsidiaries established or acquired pursuant to Sections 6.18 or 6.21,
respectively, so long as (1) Holding Company does not use funds or assets of
Borrower or its Subsidiaries to consummate any such Investment, (2) the amount
of each such Investment does not exceed the Available Proceeds Amount on the
date of such Investment, (3) after giving effect to such Investment, Holding
Company has Cash and Cash Equivalents on deposit which are sufficient, when
added to the Cash and Cash Equivalents which Borrower has on deposit and any
unused availability under the Commitments, to fund fully the remaining build-out
of Geographic Markets at that time, (4) immediately prior to, and after giving
effect thereto, no Default or Event of Default shall have occurred and be
continuing or would result therefrom, (5) all transactions in connection
therewith shall be consummated in accordance with all applicable laws and in
conformity with all applicable Governmental Authorizations, (6) Parent and its
Subsidiaries shall be in compliance with, immediately before and after giving
pro forma effect to such Investment, Sections 6.6, 6.7 or 6.8, as applicable,
and (7) Parent shall, in respect of Investments in excess of $10,000,000 in
aggregate since the delivery of the last such Compliance Certificate, have
delivered to Administrative Agent prior to such proposed Investment, a
Compliance Certificate evidencing compliance with (x) clause (3) above and (y)
Sections 6.6, 6.7 or 6.8, as applicable, as required under clause (6) above,
together with all relevant financial information with respect to such
Investment, including, without limitation, the aggregate amount of such
Investment and any other information required to demonstrate compliance with
Sections 6.6, 6.7 or 6.8, as applicable.

       6.6 STAGE 1 BORROWER FINANCIAL COVENANTS.  During Stage 1:

              (a) Minimum Revenues. Borrower shall not permit Revenues as of the
last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending
December 31, 2000, to be less


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than the correlative amount indicated as set forth on Schedule 6.6(a) (in each
case as such amount may be adjusted pursuant to Section 6.6(g)).

              (b) Minimum Access Lines. As of the last day of each Fiscal
Quarter, beginning with December 31, 2000, Borrower shall have in place at least
the Access Lines projected for such date, which amounts are set forth on
Schedule 6.6(b) (in each case as such amounts may be adjusted pursuant to
Section 6.6 (g)).

              (c) Minimum EBITDA/ Maximum EBITDA Loss. Borrower shall not permit
Borrower EBITDA as of the last day of any Fiscal Quarter, beginning with the
Fiscal Quarter ending December 31, 2000, to be less than the correlative amount
indicated as set forth on Schedule 6.6(c) as such amounts may be adjusted
pursuant to Section 6.6 (g).

              (d) Total Borrower Debt to Total Borrower Capitalization. At any
time during Stage 1, Borrower shall not permit the ratio of Total Borrower Debt
to Total Borrower Capitalization to exceed (i) 0.50:1.00 so long as Total
Borrower Debt constitutes the only Total Parent Debt outstanding and (ii) at all
other times during Stage 1, 0.40:1.00.

              (e) Maximum Capital Expenditures. Parent, Holding Company and
Borrower shall not and shall not permit their Subsidiaries (other than
Unrestricted Subsidiaries) to make or incur Capital Expenditures, in any Fiscal
Year indicated on Schedule 6.6(e), in an aggregate amount in excess of the
corresponding amount set forth on Schedule 6.6(e), provided that (i) any amount
(not to exceed 75% of the amount set forth in Schedule 6.6(e) for a Fiscal Year
not expended during such Fiscal Year) not so expended in the Fiscal Year for
which it is permitted may be carried over for expenditure in the immediately
succeeding Fiscal Year; (ii) any amount carried over pursuant to subclause (i)
and not expended during such immediately succeeding Fiscal Year (not exceeding
(x) 50% of the amount set forth in Schedule 6.6(e) for a Fiscal Year not
expended during such Fiscal Year minus (y) the amount carried over pursuant to
subclause (i) which was expended during the succeeding Fiscal Year) may be
carried over again to the next succeeding Fiscal Year; and (iii) Capital
Expenditures made pursuant hereto during any Fiscal Year shall be deemed made,
first, in respect of amounts permitted for such Fiscal Year and, second, in
respect of amounts carried over from the preceding Fiscal Year pursuant to
subclause (i) above and, third, in respect of amounts carried over from the
Fiscal Year prior to the preceding Fiscal Year pursuant to subclause (ii) above;
provided further that Holding Company may make or incur capital expenditures (in
excess of the amounts otherwise permitted under this Section 6.6(e) but
calculated on the same basis) in an amount not in excess of the Available
Proceeds Amount.

              (f) Total Borrower Debt to Gross PP&E. Borrower shall not permit
the ratio of Total Borrower Debt to Gross PP&E to exceed 0.75:1.00 at any time
during Stage 1.


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               (g)  Certain Calculations. (i) For purposes of determining
compliance with the financial covenants set forth in Section 6.6(a), (b) and
(c), the minimum Revenues, Access Lines and Minimum EBITDA/Maximum EBITDA Loss
specified in such Sections shall be increased for any period in which a Subject
Acquisition has occurred and each succeeding period thereafter by 100% of the
Revenues and Access Lines (if any) and Consolidated EBITDA of the entity or
assets being acquired for the then most recently completed Fiscal Quarter prior
to the date of such acquisition using the historical financial statements of
such entity, and the consolidated financial statements of Borrower and its
Subsidiaries shall be restated on a pro forma basis as if such transaction had
been consummated at the beginning of such period; and all such pro forma
adjustments shall be accompanied by a Financial Officer Certification.

               (ii) For purposes of determining compliance with the financial
covenants set forth in Section 6.6(a), (b) and (c), the minimum Revenues, Access
Lines and Consolidated EBITDA specified in such Sections shall be decreased for
any period in which a Subject Asset Sale has occurred and each succeeding period
thereafter by 100% of the Revenues, Access Lines (if any) and Consolidated
EBITDA of the entity or assets being sold for the then most recently completed
Fiscal Quarter prior to the date of such sale and the consolidated financial
statements of Borrower and its Subsidiaries shall be restated on a pro forma
basis as if such transaction had been consummated at the beginning of such
period; and all such pro forma adjustments shall be accompanied by a Financial
Officer Certification. Further, the covenant levels set forth in Sections
6.6(a), (b) and (c) assume consummation of the TriVergent Acquisition on October
1, 2000. For the purposes of determining compliance with such covenants, the
consolidated financial statements of Borrower and its Subsidiaries shall be
restated on a pro forma basis as if the TriVergent Acquisition had so then been
consummated.

       6.7 STAGE 2 FINANCIAL COVENANTS.  During Stage 2:

               (a)  Total Borrower Leverage Ratio. Borrower shall not permit the
Total Borrower Leverage Ratio as of the last day of any Fiscal Quarter during
Stage 2 to exceed the correlative ratio indicated as set forth on Schedule
6.7(a).

               (b)  Interest Coverage Ratio. Borrower shall not permit the
Interest Coverage Ratio as of the last day of any Fiscal Quarter during Stage 2
to be less than 2.5:1 (other than the third Fiscal Quarter of 2003 when it shall
not be less than 2.25:1).

               (c)  Fixed Charge Coverage Ratio. Borrower shall not permit the
Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter during
Stage 2 to be less than the correlative ratio indicated as set forth on Schedule
6.7(c).

               (d)  Debt Service Coverage Ratio. Borrower shall not permit the
Debt Service Coverage Ratio as of the last day of any Fiscal Quarter during
Stage 2 to be less than the correlative ratio indicated as set forth on Schedule
6.7(d).

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       6.8 PARENT FINANCIAL COVENANTS.

               (a) Total Parent Debt to Total Parent Capitalization. Parent
shall not permit the ratio of Total Parent Debt to Total Parent Capitalization
to exceed 0.70:1.00 at any time.

               (b) Total Parent Leverage Ratio. Parent shall not permit the
Total Parent Leverage Ratio as of the last day of any Fiscal Quarter commencing
with the Fiscal Quarter ending December 31, 2003, to exceed the correlative
ratio indicated as set forth on Schedule 6.8(b).

               (c) Total Parent Senior Secured Debt to Total Parent
Capitalization. Parent shall not permit the ratio of Total Parent Senior Secured
Debt to Total Parent Capitalization to exceed 0.4:1.00 at any time when Total
Borrower Debt does not constitute the only Total Parent Debt outstanding.

               (d) Total Parent Senior Secured Leverage Ratio. Parent shall not
permit the Total Parent Senior Secured Leverage Ratio as of the last day of any
Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2003, to
exceed the correlative ratio indicated as set forth on Schedule 6.8(d).

       6.9 FUNDAMENTAL CHANGES; DISPOSITION OF ASSETS; ACQUISITIONS. Holding
Company shall not, nor shall it permit any of its Subsidiaries (other than
Unrestricted Subsidiaries) to, enter into any transaction of merger or
consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor), transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any substantial part of its business, assets or property of
any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, whether now owned or hereafter acquired, or acquire by purchase or
otherwise (other than purchases or other acquisitions of Telecommunications
Assets) the business, property or fixed assets of, or stock or other evidence of
beneficial ownership of, any Person or any division or line of business or other
business unit of any Person, except:

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

               (b) sales or other dispositions of assets that do not constitute
Asset Sales;

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               (c) subject to the requirements of Section 2.12(a), Asset Sales
(I) yielding gross proceeds (valued at the initial principal amount thereof in
the case of non-cash proceeds consisting of notes or other debt securities and
valued at fair market value in the case of other non-cash proceeds) not in
excess of (x) $500,000 in the aggregate for any Fiscal Year, and (y) $1,000,000
in the aggregate during the term of this Agreement, or (II) consisting of sales
of voice circuit equipment;

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

               (e) Permitted Acquisitions;

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

               (g) in the case of Holding Company, sales of the Capital Stock of
Unrestricted Subsidiaries.

       6.10 DISPOSAL OF SUBSIDIARY INTERESTS. Except for any sale of all of
its interest in the Capital Stock of any of its Subsidiaries in compliance with
the provisions of Section 6.9, Parent shall not, nor shall it permit any of its
Subsidiaries to, directly or indirectly sell, assign, pledge or otherwise
encumber or dispose of any Capital Stock of any of its Subsidiaries (other than
Unrestricted Subsidiaries), except to Borrower or any Guarantor Subsidiaries
(subject to the restrictions on such disposition otherwise imposed hereunder),
or to qualify directors if required by applicable law.

       6.11 SALES AND LEASE-BACKS. Except as described on Schedule 6.11 and
subject to the proviso therein (but not any amendment, replacement or
refinancing thereof), Holding Company shall not, nor shall it permit any of its
Subsidiaries (other than Unrestricted Subsidiaries) to, directly or indirectly,
become or remain liable as lessee or as a guarantor or other surety with respect
to any lease of any property (whether real, personal or mixed), whether now
owned or hereafter acquired, which Holding Company or any of its Subsidiaries
(a) has sold or transferred or is to sell or to transfer to any other Person
(other than Borrower or any Guarantor Subsidiaries), or (b) intends to use for
substantially the same purpose as any other property which has been or is to be
sold or transferred by Holding Company or any of its Subsidiaries to any Person
(other than Borrower or any Guarantor Subsidiaries) in connection with such
lease.

       6.12 SALE OR DISCOUNT OF RECEIVABLES. Holding Company shall not, nor
shall it permit any of its Subsidiaries (other than Unrestricted Subsidiaries)
to, directly or indirectly, sell with recourse, or discount or otherwise sell
for less than the face value thereof, any of its notes or accounts receivable
(it being understood that the restrictions contained in this Section 6.12 shall
not apply to any write-off of bad debt in the ordinary course of business
consistent with prior practice).

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       6.13 TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES AND UNRESTRICTED
SUBSIDIARIES. Parent shall not, nor shall it permit any of its Subsidiaries
(other than Unrestricted Subsidiaries) to, directly or indirectly, enter into or
permit to exist any transaction (including the purchase, sale, lease or exchange
of any property or the rendering of any service) with (i) any holder of 10% or
more of any class of Capital Stock of Parent or any of its Subsidiaries or (ii)
any Affiliate of Parent or of any such holder (other than in either case, a
Subsidiary of Parent) or (iii) any Unrestricted Subsidiary or any Affiliate of
any Unrestricted Subsidiary, on terms that are less favorable to Parent or that
Subsidiary or Affiliate, as the case may be, than those that might be obtained
at the time from a Person who is not such a holder or Affiliate or Unrestricted
Subsidiary; provided that, without prejudice to the generality of the foregoing,
Holding Company shall not directly or indirectly provide any services to any
Unrestricted Subsidiary other than pursuant to the Management Services
Agreement; provided, the foregoing restriction shall not apply to (a) any
transaction between Borrower and any Guarantor Subsidiary or between any of the
Guarantor Subsidiaries; (b) reasonable and customary director fees and expenses
paid to, and reasonable and customary indemnity provided on behalf of officers
and directors of Parent and its Subsidiaries; (c) compensation arrangements
entered into in the ordinary course for officers and other employees of Parent
and its Subsidiaries entered into in the ordinary course of business; (d)
transactions described in Schedule 6.13; and (e) Investments made by Holding
Company in Unrestricted Subsidiaries pursuant to Section 6.5(l), 6.5(m), 6.18
and 6.21.

       6.14 CONDUCT OF BUSINESS. From and after the Closing Date, neither
Borrower nor any of its Subsidiaries shall engage in any business other than (a)
the Telecommunications Business, in the Geographic Markets and (b) such other
lines of business as may be consented to by Requisite Lenders.

       6.15 AMENDMENTS OR WAIVERS OF RELATED AGREEMENTS. No Credit Party
shall, nor shall it permit any of its Subsidiaries to, amend or otherwise modify
any material terms of (i) the Management Services Agreement or the Tax Sharing
Agreement in a manner which is, in the reasonable opinion of the Administrative
Agent, materially adverse to the Lenders or (ii) the Stock Agreements so as to
(a) conflict with any obligations of any Credit Party under the Credit Documents
or (b) affect any outstanding equity commitments (in excess of $250,000 in the
aggregate) thereunder, without in each case obtaining the prior written consent
of Requisite Lenders to such amendment, or other modification. Borrower shall
ensure that a copy of any amendment or other modification of a Related Agreement
(whether or not requiring such consent pursuant to this Section 6.15) is
promptly delivered to the Administrative Agent.

       6.16 DISPOSITION OF LICENSES, ETC. From and after the Closing Date,
Borrower shall not sell, assign, transfer or otherwise dispose or attempt to
dispose of in any way any Governmental Authorization or any other licenses,
permits or approvals, the assignments, transfer or disposal of which would
result in a Material Adverse Effect, without the prior written consent of the
Requisite Lenders.

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

       6.18 HOLDING COMPANY SUBSIDIARIES.

              (a) Holding Company may not establish any Unrestricted
Subsidiaries unless (i) Holding Company does not invest funds or assets of
Borrower or its Subsidiaries in any Unrestricted Subsidiary (other than assets
described in Schedule 6.18 having an aggregate book value not in excess of the
Available Proceeds Amount on the date of such investment), (ii) the amount of
each Investment made in any Unrestricted Subsidiary (including, without
limitation, the costs of such establishment) does not exceed the Available
Proceeds Amount on the date of such Investment, (iii) Holding Company shall have
delivered a certificate of an Authorized Officer of Holding Company stating that
(and setting forth in reasonable detail the relevant information) Holding
Company has Cash and Cash Equivalents on deposit which are sufficient, when
added to the Cash and Cash Equivalents which Borrower has on deposit, any
committed equity subscriptions and any unused availability under the
Commitments, to fund fully the remaining build-out of the Geographic Markets at
that time, (iv) immediately prior to, and after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing or would
result therefrom, (v) all transactions in connection therewith shall be
consummated in accordance with all applicable laws and in conformity with all
applicable Governmental Authorizations, (vi) Parent and its Subsidiaries shall
be in compliance with, immediately before and after giving pro forma effect to
such establishment, Sections 6.6, 6.7 or 6.8, as applicable, (vii) such
Unrestricted Subsidiary accedes to each of the Tax Sharing Agreement and the
Management Services Agreement and (viii) Parent shall have delivered to
Administrative Agent at least 5 Business Days prior to such proposed
establishment, a Compliance Certificate evidencing compliance with Sections 6.6,
6.7 or 6.8, as applicable, as required under clause (vi) above, together with
all relevant financial information with respect to the assets of such
Unrestricted Subsidiary, including, without limitation, the aggregate amount
invested in such Unrestricted Subsidiary and any other information required to
demonstrate compliance with Sections 6.6, 6.7 or 6.8, as applicable. No
Unrestricted Subsidiary shall, either directly or indirectly, enter into any
business other than the Telecommunications Business in a Market.

              (b) Holding Company may make a capital contribution of the
Capital Stock of any Unrestricted Subsidiary to Borrower such that it ceases be
an Unrestricted Subsidiary and becomes a Subsidiary of Borrower (an "RS
CONVERSION") only if:

                       (i) such Subsidiary is engaged in the Telecommunications
        Business in a Geographic Market or in an Other Market which, following
        written request by the Borrower, the Requisite Lenders agree to
        designate as a Geographic Market;

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                      (ii)  no Event of Default shall have occurred and be
       continuing at the time of or after giving effect to such RS Conversion;

                      (iii) after giving effect to such RS Conversion, Parent
       and each of it Subsidiaries would be in compliance with each of the
       covenants set forth in Section 6.6, 6.7 or 6.8, as applicable, calculated
       on a pro forma basis as if such RS Conversion had occurred immediately
       prior to the first day of the relevant period specified in such Section,
       as applicable;

                      (iv)  Holding Company has delivered to the Syndication
       Agent and the Administrative Agent (x) written notice of such RS
       Conversion, (y) a certificate, dated the effective date of such RS
       Conversion, of an Authorized Officer of Holding Company and Parent
       stating that no Event of Default has occurred and is continuing and
       setting forth reasonably detailed calculations demonstrating pro forma
       compliance with Section 6.6, 6.7 or 6.8, as applicable, in accordance
       with clause (iii) above, and (z) a revised Financial Plan in form and
       substance reasonably satisfactory to the Syndication Agent which revised
       Financial Plan demonstrates that (i) the Borrower's business (after
       giving effect to such RS Conversion) in all existing and proposed
       Geographic Markets, as described in such revised Financial Plan, is fully
       financed and (2) each of the Borrower and Parent is in pro forma
       compliance with its financial covenants as required pursuant to clause
       (iii) above; and

                      (v)   all Indebtedness of such Subsidiary outstanding and
        all Liens on assets of such Subsidiary existing immediately following
        the RS Conversion would, if initially incurred at such time, have been
        permitted to be incurred pursuant to Sections 6.1 and 6.2.

               (c) None of Parent, Holding Company or any Subsidiary of Borrower
shall at any time (x) provide a Guaranty of any Indebtedness of any Unrestricted
Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary or (z) be directly or indirectly liable for any other
Indebtedness which provides that the holder thereof may (upon notice, lapse of
time or both) declare a default thereon (or cause such Indebtedness or the
payment thereof to be accelerated, payable or subject to repurchase prior to its
final scheduled maturity) upon the occurrence of a default with respect to any
other Indebtedness that is Indebtedness of an Unrestricted Subsidiary.

       6.19 PARENT SUBSIDIARIES. Parent may not establish any direct
Subsidiaries other than Holding Company.

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       6.20 LIMITATION ON PARENT BUSINESS. From and after December 31, 2000,
Parent shall not engage in any business other than owning Holding Company and
issuing Indebtedness permitted pursuant to Section 6.1A. Until December 31,
2000, Parent shall not engage in any business or activity other than (i) those
referred to in the immediately preceding sentence and (ii) Telecommunications
Business in which it already actively engages on the Closing Date. From and
after December 31, 2000, Parent shall not retain beneficial ownership of any
assets other than its interests in Holding Company.

       6.21 LIMITATION ON HOLDING COMPANY BUSINESS. Holding Company shall not
engage in any business other than (i) owning the Capital Stock of Borrower and
Unrestricted Subsidiaries permitted pursuant to Section 6.18 or acquired in
compliance in with this Section 6.21, (ii) owning and operating
Telecommunications Assets and (iii) making Investments in accordance with
Section 6.5. Other than the assets described in Schedule 6.18 having an
aggregate book value not in excess of the Available Proceeds Amount on the date
of transfer, Holding Company shall not, nor shall it permit any of its
Unrestricted Subsidiaries to, acquire by purchase or otherwise, the business,
property or fixed assets of, or stock or other evidence of beneficial ownership
of, any Person or any division or line of business or other business unit of any
Person, except any such acquisition in connection with the development or
build-out of a Market, so long as (1) Holding Company does not use funds or
assets of Borrower or its Subsidiaries to consummate any such acquisition, (2)
the amount of each Investment (including, without limitation, the costs of such
acquisition) made in any Unrestricted Subsidiary does not exceed the Available
Proceeds Amount on the date of such Investment, (3) Holding Company shall have
delivered to the Administrative Agent a certificate of an Authorized Officer of
Holding Company stating that (and setting forth in reasonable detail the
relevant information) Holding Company has Cash and Cash Equivalents on deposit
which are sufficient, when added to the Cash and Cash Equivalents which Borrower
has on deposit and any unused availability under the Commitments, to fund fully
the remaining build-out of the Geographic Markets identified on Schedule 1.1 and
any additional Geographic Markets so designated, (4) immediately prior to, and
after giving effect thereto, no Default or Event of Default shall have occurred
and be continuing or would result therefrom, (5) all transactions in connection
therewith shall be consummated in accordance with all applicable laws and in
conformity with all applicable Governmental Authorizations, (6) Parent and its
Subsidiaries shall be in compliance with, immediately before and after giving
pro forma effect to such acquisition, Sections 6.6, 6.7 or 6.8, as applicable,
(7) such Unrestricted Subsidiary accedes to each of the Tax Sharing Agreement
and the Management Services Agreement and (8) Parent shall have delivered to
Administrative Agent at least five (5) Business Days prior to such proposed
acquisition, a Compliance Certificate evidencing compliance with Sections 6.6,
6.7 or 6.8, as applicable, as required under clause (6) above, together with all
relevant financial information with respect to such acquired assets, including,
without limitation, the aggregate consideration for such acquisition and any
other information required to demonstrate compliance with Sections 6.6, 6.7 or
6.8, as applicable. Holding Company shall not own any assets other than (a)
Telecommunications Assets and (b) its interest in Borrower and any Unrestricted
Subsidiaries existing as of the Closing Date and specified in

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Schedule 6.21 or permitted pursuant to Section 6.18 or acquired in compliance
with the provisions of this Section 6.21.

SECTION 7. GUARANTY

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

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

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amount of all payments received on or before such date by such Contributing
Guarantor from the other Contributing Guarantors as contributions under this
Section 7.2. The amounts payable as contributions hereunder shall be determined
as of the date on which the related payment or distribution is made by the
applicable Funding Guarantor. The allocation among Contributing Guarantors of
their obligations as set forth in this Section 7.2 shall not be construed in any
way to limit the liability of any Contributing Guarantor hereunder. Each
Guarantor is a third party beneficiary to the contribution agreement set forth
in this Section 7.2.

               (b) Anything contained in this guaranty to the contrary
notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is
determined by a court of competent jurisdiction to be applicable to the
obligations of any Guarantor under this guaranty, such obligations of such
Guarantor hereunder shall be limited to a maximum aggregate amount equal to the
largest amount that would not render its obligations hereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11
of the United States Code or any applicable provisions of comparable state law
or foreign law (collectively, the "FRAUDULENT TRANSFER LAWS"), in each case
after giving effect to all other liabilities of such Guarantor, contingent or
otherwise, that are relevant under the Fraudulent Transfer Laws (specifically
excluding, however, any liabilities of such Guarantor (x) in respect of
intercompany indebtedness to Borrower or other Affiliates of Borrower to the
extent that such indebtedness would be discharged in an amount equal to the
amount paid by such Guarantor hereunder and (y) under any guaranty of unsecured
subordinated notes which guaranty contains a limitation as to maximum amount
similar to that set forth in this subsection 7.2(b)), and after giving effect as
assets to the value (as determined under the applicable provisions of the
Fraudulent Transfer Laws) of any rights to subrogation, reimbursement,
indemnification or contribution of such Guarantor pursuant to applicable law or
pursuant to the terms of any agreement as contemplated by subsection 7.2(a).

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

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

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

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

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

               (d) payment by any Guarantor of a portion, but not all, of the
Guaranteed Obligations shall in no way limit, affect, modify or abridge any
Guarantor's liability for any portion of the Guaranteed Obligations which has
not been paid. Without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce any
Guarantor's covenant to pay a portion of the Guaranteed Obligations, such
judgment shall not be deemed to release such Guarantor from its covenant to pay
the portion of the Guaranteed Obligations that is not the subject of such suit,
and such judgment shall not, except to the extent satisfied by such Guarantor in
Cash, limit, affect, modify or abridge any other Guarantor's liability hereunder
in respect of the Guaranteed Obligations;

               (e) any Beneficiary, upon such terms as it deems appropriate,
without notice or demand and without affecting the validity or enforceability
hereof or giving rise to any reduction, limitation, impairment, discharge or
termination of any Guarantor's liability hereunder, from time to time may (i)
renew, extend, accelerate, increase the rate of interest on, or otherwise change
the time, place, manner or terms of payment of the Guaranteed Obligations; (ii)
settle, compromise, release or discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, the Guaranteed Obligations or
any agreement relating thereto and/or subordinate the payment of the same to the
payment of any other obligations; (iii) request and accept other guaranties of
the Guaranteed Obligations and take and hold security for the payment hereof of
the Guaranteed Obligations; (iv) release, surrender, exchange, substitute,
compromise, settle, rescind, waive, alter, subordinate or modify, with or
without consideration, any security for payment of the Guaranteed Obligations,
any other guaranties of the Guaranteed Obligations, or any other obligation of
any Person (including any other Guarantor) with respect to the Guaranteed

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Obligations; (v) enforce and apply any security now or hereafter held by or for
the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations
and direct the order or manner of sale thereof, or exercise any other right or
remedy that such Beneficiary may have against any such security, in each case as
such Beneficiary in its discretion may determine consistent herewith or the
applicable Hedge Agreement and any applicable security agreement, including
foreclosure on any such security pursuant to one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable,
and even though such action operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of any Guarantor against
Borrower or any security for the Guaranteed Obligations; and (vi) exercise any
other rights available to it under the Credit Documents or the Hedge Agreements;
and

               (f) this Guaranty and the obligations of Guarantors hereunder
shall be valid and enforceable and shall not be subject to any reduction,
limitation, impairment, discharge or termination for any reason (other than
payment in full of the Guaranteed Obligations in Cash), including the occurrence
of any of the following, whether or not any Guarantor shall have had notice or
knowledge of any of them: (i) any failure or omission to assert or enforce or
agreement or election not to assert or enforce, or the stay or enjoining, by
order of court, by operation of law or otherwise, of the exercise or enforcement
of, any claim or demand or any right, power or remedy (whether arising under the
Credit Documents or the Hedge Agreements, at law, in equity or otherwise) with
respect to the Guaranteed Obligations or any agreement relating thereto, or with
respect to any other guaranty of or security for the payment of the Guaranteed
Obligations; (ii) any rescission, waiver, amendment or modification of, or any
consent to departure from, any of the terms or provisions (including provisions
relating to events of default) hereof, any of the other Credit Documents, any of
the Hedge Agreements or any agreement or instrument executed pursuant thereto,
or of any other guaranty or security for the Guaranteed Obligations, in each
case whether or not in accordance with the terms hereof or such Credit Document,
such Hedge Agreement or any agreement relating to such other guaranty or
security; (iii) the Guaranteed Obligations, or any agreement relating thereto,
at any time being found to be illegal, invalid or unenforceable in any respect;
(iv) the application of payments received from any source (other than payments
received pursuant to the other Credit Documents or any of the Hedge Agreements
or from the proceeds of any security for the Guaranteed Obligations, except to
the extent such security also serves as collateral for indebtedness other than
the Guaranteed Obligations) to the payment of indebtedness other than the
Guaranteed Obligations, even though any Beneficiary might have elected to apply
such payment to any part or all of the Guaranteed Obligations; (v) any
Beneficiary's consent to the change, reorganization or termination of the
corporate structure or existence of Parent or any of its Subsidiaries and to any
corresponding restructuring of the Guaranteed Obligations; (vi) any failure to
perfect or continue perfection of a security interest in any collateral which
secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or
counterclaims which Borrower may allege or assert against any Beneficiary in
respect of the Guaranteed Obligations, including failure of consideration,
breach of warranty, payment, statute of frauds, statute of limitations, accord
and satisfaction and usury; and (viii) any other act

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or thing or omission, or delay to do any other act or thing, which may or might
in any manner or to any extent vary the risk of any Guarantor as an obligor in
respect of the Guaranteed Obligations.

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

       7.6 GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Until the
Guaranteed Obligations shall have been indefeasibly paid in full in Cash and the
Commitments shall have terminated and all Letters of Credit shall have expired
or been cancelled, each Guarantor hereby waives any claim, right or remedy,
direct or indirect, that such Guarantor now has or may hereafter have against
Borrower or any other Guarantor or any of its assets in connection with this
Guaranty or the performance by such Guarantor of its obligations hereunder, in
each case whether such claim, right or remedy arises in equity, under contract,
by statute, under common

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law or otherwise and including without limitation any right of subrogation,
reimbursement or indemnification that such Guarantor now has or may hereafter
have against Borrower with respect to the Guaranteed Obligations, any right to
enforce, or to participate in, any claim, right or remedy that any Beneficiary
now has or may hereafter have against Borrower, and any benefit of, and any
right to participate in, any collateral or security now or hereafter held by any
Beneficiary. In addition, until the Guaranteed Obligations shall have been
indefeasibly paid in full in Cash and the Commitments shall have terminated and
all Letters of Credit shall have expired or been cancelled, each Guarantor shall
withhold exercise of any right of contribution such Guarantor may have against
any other guarantor (including any other Guarantor) of the Guaranteed
Obligations, including, without limitation, any such right of contribution as
contemplated by Section 7.2. Each Guarantor further agrees that, to the extent
the waiver or agreement to withhold the exercise of its rights of subrogation,
reimbursement, indemnification and contribution as set forth herein is found by
a court of competent jurisdiction to be void or voidable for any reason, any
rights of subrogation, reimbursement or indemnification such Guarantor may have
against Borrower or against any collateral or security, and any rights of
contribution such Guarantor may have against any such other guarantor, shall be
junior and subordinate to any rights any Beneficiary may have against Borrower,
to all right, title and interest any Beneficiary may have in any such collateral
or security, and to any right any Beneficiary may have against such other
guarantor. If any amount shall be paid to any Guarantor on account of any such
subrogation, reimbursement, indemnification or contribution rights at any time
when all Guaranteed Obligations shall not have been finally and indefeasibly
paid in full in Cash, such amount shall be held in trust for Administrative
Agent on behalf of Beneficiaries and shall forthwith be paid over to
Administrative Agent for the benefit of Beneficiaries to be credited and applied
against the Guaranteed Obligations, whether matured or unmatured, in accordance
with the terms hereof.

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

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

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

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

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

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

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Agent in respect of, any such interest accruing after the date on which such
case or proceeding is commenced.

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

       7.12 NOTICE OF EVENTS. As soon as any Guarantor obtains knowledge
thereof, such Guarantor shall give Administrative Agent written notice of any
condition or event which has resulted in a material adverse change in the
financial condition of any Guarantor or Borrower or a breach of or noncompliance
with any term, condition or covenant contained herein, any other Credit
Document, any Hedge Agreement or any other document delivered pursuant hereto or
thereto.

       7.13 DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR. If all of the
Capital Stock of any Guarantor or any of its successors in interest hereunder
shall be sold or otherwise disposed of (including by merger or consolidation) in
accordance with the terms and conditions hereof, the Guaranty of such Guarantor
or such successor in interest, as the case may be, hereunder shall automatically
be discharged and released without any further action by any Beneficiary or any
other Person effective as of the time of such Asset Sale; provided, as a
condition precedent to such discharge and release, Administrative Agent shall
have received evidence satisfactory to it that arrangements satisfactory to it
have been made for delivery to Administrative Agent of the applicable Net Asset
Sale Proceeds of such disposition pursuant to Section 2.12(a).

       7.14 SUBSIDIARIES OF TRIVERGENT. The obligations as Guarantors
hereunder of Subsidiaries of TriVergent executing this Agreement as of the date
hereof shall not become effective until consummation of the TriVergent
Acquisition by filing of the Certificate of Merger with the Secretary of State
of the State of Delaware on November 1, 2000.

SECTION 8. EVENTS OF DEFAULT

       8.1 EVENTS OF DEFAULT. If any one or more of the following conditions
or events (each, an "Event of Default") shall occur:

               (a) Failure to Make Payments When Due. Failure by Borrower to (i)
pay when due any installment of principal of any Loan, whether at stated
maturity, by acceleration, by notice of voluntary prepayment, by mandatory
prepayment or otherwise; (ii) pay when due any

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amount payable to Issuing Bank in reimbursement of any drawing under a Letter of
Credit; (iii) pay any interest on any Loan or any fee due hereunder within five
(5) days after the date due or (iv) reimburse or indemnify the Administrative
Agent, any of the other Agents or the Lenders for any expense reimbursable or
indemnity hereunder or under any other Credit Document or any of the other
Obligations within ten (10) Business Days following demand for such
reimbursement or payment of expenses; or

               (b) Default in Other Agreements. (i) Failure of any Credit Party
to pay when due any principal of or interest on or any other amount payable in
respect of one or more items of Indebtedness (other than Indebtedness referred
to in Section 8.1(a)) in an aggregate principal amount of, in the case of the
Parent or any of its Subsidiaries (other than Borrower and its Subsidiaries),
$5,000,000 or more or, in the case of Borrower and its Subsidiaries, $3,000,000
or more, in each case beyond the grace period, if any, provided therefor; or
(ii) breach or default by any Credit Party with respect to any other material
term of one or more items of Indebtedness in the individual or aggregate
principal amounts referred to in clause (i) above or any loan agreement,
mortgage, indenture or other agreement relating to such item(s) of Indebtedness,
in each case beyond the grace period, if any, provided therefor, if the effect
of such breach or default is to cause, or to permit the holder or holders of
that Indebtedness (or a trustee on behalf of such holder or holders), to cause,
that Indebtedness to become or be declared due and payable (or redeemable) prior
to its stated maturity or the stated maturity of any underlying obligation, as
the case may be; or

               (c) Breach of Certain Covenants. Failure of any Credit Party to
perform or comply with any term or condition contained in Section 2.4, Section
5.1(g), Section 5.2 (other than by an immaterial Subsidiary) or Section 6; or

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

               (e) Other Defaults Under Credit Documents. Any Credit Party shall
default in the performance of or compliance with any term contained herein or
any of the other Credit Documents, other than any such term referred to in any
other Section of this Section 8.1, and such default shall not have been remedied
or waived within thirty (30) days after the earlier of (i) an Authorized Officer
of such Credit Party having actual knowledge of such default or (ii) receipt by
Borrower of notice from Administrative Agent or any Lender of such default; or

               (f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A
court of competent jurisdiction shall enter a decree or order for relief in
respect of Parent or any of its Subsidiaries in an involuntary case under the
Bankruptcy Code or under any other applicable

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bankruptcy, insolvency or similar law now or hereafter in effect, adjudicating
Parent or any of its Subsidiaries as a bankrupt or insolvent debtor or ordering
a reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other similar relief with respect to Parent or any of its
Subsidiaries, which decree or order is not stayed; or (ii) an involuntary case
shall be commenced against Parent or any of its Subsidiaries under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect; or a decree or order of a court having
jurisdiction in the premises in an involuntary case for the appointment of a
receiver, liquidator, sequestrator, trustee, custodian or other officer having
similar powers over Parent or any of its Subsidiaries, or over all or a
substantial part of its property, shall have been entered; or there shall have
occurred the involuntary appointment of an interim receiver, trustee or other
custodian of Parent or any of its Subsidiaries for all or a substantial part of
its property; or a warrant of attachment, execution or similar process shall
have been issued against any substantial part of the property of Parent or any
of its Subsidiaries, and any such event described in this clause (ii) shall
continue for sixty (60) days without having been dismissed, bonded or
discharged; or

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

               (h) Judgments and Attachments. Any money judgment, writ or
warrant of attachment or similar process involving (i) in the case of Parent or
any of its Subsidiaries (other than the Borrower or any of its Subsidiaries) an
amount in excess of $5,000,000 or (ii) in the case of Borrower or any of its
Subsidiaries, an amount in excess of $3,000,000 (in either case to the extent
not adequately covered by insurance as to which a solvent and unaffiliated
insurance company has acknowledged coverage) shall be entered or filed against
Parent or any of its Subsidiaries or any of their respective assets and shall
remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60)
days (or in any event later than five days prior to the date of any proposed
sale thereunder); or

               (i) Dissolution. Any order, judgment or decree shall be entered
against any Credit Party in an involuntary case under any other applicable
federal or state law, decreeing the

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dissolution or split up of such Credit Party, and such order shall remain
undischarged or unstayed or unbonded for a period in excess of sixty (60) days;
or

               (j) Employee Benefit Plans. There shall occur one or more ERISA
Events which individually or in the aggregate results in or might reasonably be
expected to result in liability of Parent, any of its Subsidiaries or any of
their respective ERISA Affiliates in excess of $5,000,000 during the term
hereof; or there shall exist an amount of unfunded benefit liabilities (as
defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for
all Pension Plans (excluding for purposes of such computation any Pension Plans
with respect to which assets exceed benefit liabilities), which exceeds
$5,000,000; or

               (k) Change of Control. A Change of Control shall occur; or

               (l) Guaranties, Collateral Documents and other Credit Documents.
At any time after the execution and delivery thereof, (i) the Guaranty for any
reason, other than the satisfaction in full of all Obligations guaranteed
thereby in Cash, shall cease to be in full force and effect (other than in
accordance with its terms) or shall be declared to be null and void or any
Guarantor shall repudiate its obligations thereunder, (ii) this Agreement, the
Tax Sharing Agreement, the Management Services Agreement or any Collateral
Document ceases to be in full force and effect (other than by reason of a
release of Collateral in accordance with the terms hereof or thereof or the
satisfaction in full of the Obligations in Cash in accordance with the terms
hereof) or shall be declared null and void, or Collateral Agent shall not have
or shall cease to have a valid and perfected Lien in any Collateral (other than
by reason of a release of Collateral in accordance with the terms hereof or
thereof) purported to be covered by the Collateral Documents with the priority
required by the relevant Collateral Document, in each case for any reason other
than the negligent or willful failure of Collateral Agent to take any action
within its control and required of it by the Credit Documents, or (iii) any
Credit Party shall contest the validity or enforceability of any Credit
Document, the Tax Sharing Agreement or the Management Services Agreement in
writing or deny in writing that it has any further liability, including with
respect to future advances by Lenders, under any Credit Document to which it is
a party;

               (m) any of the following events shall occur and the occurrence
thereof, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect: (i) any filing with, license, permit, certification
or franchise granted by, or authorization or other consent or approval of, the
FCC, any PUC or any other Governmental Authority (collectively, "REGULATORY
AUTHORIZATIONS") (x) shall not be made or obtained, as the case may be, as and
when required to permit (A) the continuing conduct by Borrower and its
Subsidiaries of their respective businesses and operations in substantially the
manner then being conducted and (B) the performance by each Credit Party of its
obligations under the Credit Documents or (y) shall be cancelled, terminated,
rescinded, revoked, suspended, materially impaired or otherwise finally denied
renewal, or shall cease to be in full force and effect, or (ii) any proceeding
shall have been

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instituted by or shall have been commenced before any court, the FCC, any PUC or
any other Governmental Authority that could reasonably be expected to result in
(x) cancellation, termination, rescission, revocation, suspension, material
impairment or denial of renewal of any Regulatory Authorization or (y) a
modification of any Regulatory Authorization in a material adverse respect or a
renewal thereof on terms that materially and adversely affect the economic or
commercial value or usefulness thereof, or (iii) any material Interconnection
Agreement shall be terminated and not renewed or replaced or shall be suspended
or otherwise materially impaired, or shall be renegotiated and renewed or
replaced on terms that materially and adversely affect the economic or
commercial value or usefulness thereof, whether by action of the parties thereto
or by action of or under, modification to, or rescinding of the Communications
Act or any other applicable laws or regulations, in whole or in part.

THEN, (1) upon the occurrence of any Event of Default described in Section
8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event
of Default, at the request of (or with the consent of) Requisite Lenders, upon
notice to Borrower by Administrative Agent, (A) the Revolving Credit
Commitments, Delayed Draw Term Loan Commitments and Nortel Networks Loan
Commitments, if any, of each Lender having such Commitments and the obligation
of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B)
each of the following shall immediately become due and payable, in each case
without presentment, demand, protest or other requirements of any kind, all of
which are hereby expressly waived by each Credit Party: (i) the unpaid principal
amount of and accrued interest on the Loans, (ii) an amount equal to the maximum
amount that may at any time have been drawn under all Letters of Credit then
outstanding (regardless of whether any beneficiary under any such Letter of
Credit shall have presented, or shall be entitled at such time to present, the
drafts or other documents or certificates required to draw under such Letters of
Credit), and (iii) all other Obligations; provided, the foregoing shall not
affect in any way the obligations of Lenders under Section 2.2(e); (C) the
Administrative Agent may cause the Collateral Agent to enforce any and all Liens
and security interests created pursuant to Collateral Documents; and (D)
Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees
upon receipt of such notice, or upon the occurrence of any Event of Default
specified in Section 8.1(f) and (g), to pay) to Administrative Agent such
additional amounts of cash, to be held as security for Borrower's reimbursement
Obligations in respect of Letters of Credit then outstanding, equal to the
Letter of Credit Usage at such time.

SECTION 9. AGENTS

       9.1 APPOINTMENT OF AGENTS. GSCP is hereby appointed Sole Lead
Arranger, Sole Book Runner and Syndication Agent hereunder, and each Lender
hereby authorizes Sole Lead Arranger, Sole Book Runner and Syndication Agent to
act as its agents in accordance with the terms hereof and the other Credit
Documents. First Union is hereby appointed Administrative Agent hereunder and
under the other Credit Documents and each Lender hereby authorizes

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Administrative Agent to act as its agent in accordance with the terms hereof and
the other Credit Documents (for purposes of this Section 9, the terms
"Administrative Agent" and "Agent" shall include First Union in its capacity as
Collateral Agent pursuant to the Collateral Documents). Barclays is hereby
appointed Documentation Agent hereunder, and each Lender hereby authorizes
Documentation Agent to act as its agent in accordance with the terms hereof and
the other Credit Documents. Each Agent hereby agrees to act upon the express
conditions contained herein and the other Credit Documents, as applicable. The
provisions of this Section 9 are solely for the benefit of Agents and Lenders
and no Credit Party shall have any rights as a third party beneficiary of any of
the provisions thereof other than the right to receive notices pursuant to the
first two sentences of Section 9.7. In performing its functions and duties
hereunder, each Agent shall act solely as an agent of Lenders and does not
assume and shall not be deemed to have assumed any obligation towards or
relationship of agency or trust with or for Parent or any of its Subsidiaries.
Each of Syndication Agent and Documentation Agent, without consent of or notice
to any party hereto, may assign any and all of its rights or obligations
hereunder to any of its Affiliates. As of the Closing Date, all the respective
obligations of GSCP, in its capacity as Sole Lead Arranger, and Barclays, in its
capacity as Documentation Agent, shall terminate. First Union is hereby
appointed as the Collateral Agent under the Pledge and Security Agreement and
the other Collateral Documents and each Lender hereby authorizes First Union to
act as Collateral Agent for its benefit and for the benefit of the other Secured
Parties (as defined in the Pledge and Security Agreement). Each Lender further
authorizes the Administrative Agent to be the agent in connection with the
Guaranty.

       9.2 POWERS AND DUTIES. Each Lender irrevocably authorizes each Agent
to take such action on such Lender's behalf and to exercise such powers, rights
and remedies hereunder and under the other Credit Documents as are specifically
delegated or granted to such Agent by the terms hereof and thereof, together
with such powers, rights and remedies as are reasonably incidental thereto. Each
Agent shall have only those duties and responsibilities that are expressly
specified herein and the other Credit Documents. Each Agent may exercise such
powers, rights and remedies and perform such duties by or through its agents or
employees. No Agent shall have, by reason hereof or any of the other Credit
Documents, a fiduciary relationship in respect of any Lender; and nothing herein
or any of the other Credit Documents, expressed or implied, is intended to or
shall be so construed as to impose upon any Agent any obligations in respect
hereof or any of the other Credit Documents except as expressly set forth herein
or therein. Without prejudice to the generality of the foregoing, in exercising
the discretion delegated to it pursuant to the definition of "Landlord Personal
Property Collateral Access Agreement" in Section 1.1 and pursuant to Sections
5.1(k), 5.5, 5.15 and 6.1(b)(ii), the Administrative Agent and/or Collateral
Agent, as applicable, shall, if so requested by any Agent, consult with such
Agent and act in accordance with such Agent's reasonable instructions, other
than where the Administrative Agent or the Collateral Agent, as applicable,
reasonably determines that such instructions are materially adverse to the
interests of the other Agents and Lenders hereunder.

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       9.3 GENERAL IMMUNITY.

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

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


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

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

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


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damage, penalty, action, judgment, suit, cost, expense or disbursement described
in the proviso in the immediately preceding sentence.

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

       9.8 COLLATERAL DOCUMENTS AND GUARANTY.

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


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

SECTION 10. MISCELLANEOUS

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

       10.2 EXPENSES. Whether or not the transactions contemplated hereby shall
be consummated, Borrower agrees to pay promptly (a) all the actual and
reasonable out of pocket costs and expenses of Sole Lead Arranger and
Syndication Agent associated with the syndication of the credit facilities
hereunder and expenses of preparation of the Credit Documents and any consents,
amendments, waivers or other modifications thereto; (b) all the costs of
furnishing all opinions by counsel for any Credit Party (including any opinions
requested by Lenders as to any legal matters arising hereunder) and of
confirming each Credit Party's performance of and compliance with all agreements
and conditions on its part to be performed or complied with hereunder and the
other Credit Documents, including with respect to confirming compliance with
environmental, insurance and solvency requirements; (c) the reasonable fees,
expenses and disbursements of counsel to the Syndication Agent (including
allocated costs of internal counsel)


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in connection with the negotiation, preparation, execution of the Credit
Documents and any consents, amendments, waivers or other modifications thereto
and any other documents or matters requested by any Credit Party; (d) all the
actual costs and reasonable expenses of creating and perfecting Liens in favor
of Collateral Agent, for the benefit of Secured Parties pursuant hereto,
including filing and recording fees, expenses and taxes, stamp or documentary
taxes, search fees, title insurance premiums and reasonable fees, expenses and
disbursements of counsel providing any opinions that any Agent or Requisite
Lenders may request in respect of the Collateral or the Liens created pursuant
to the Collateral Documents; (e) all the actual costs and reasonable fees,
expenses and disbursements of any auditors, accountants, consultants or
appraisers; (f) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any appraisers, consultants,
advisors and agents employed or retained by Administrative Agent and its
counsel) in connection with the custody or preservation of any of the
Collateral; (g) all other actual and reasonable costs and expenses incurred by
each Agent in connection with the syndication of the Loans and Commitments and
the negotiation, preparation and execution of the Credit Documents and any
consents, amendments, waivers or other modifications thereto and the
transactions contemplated thereby; and (h) after the occurrence of a Default or
an Event of Default, all costs and expenses, including reasonable attorneys'
fees (including allocated costs of internal counsel) and costs of settlement,
incurred by any Agent and Lenders in enforcing any Obligations of or in
collecting any payments due from any Credit Party hereunder or under the other
Credit Documents by reason of such Default or Event of Default (including in
connection with the sale of, collection from, or other realization upon any of
the Collateral or the enforcement of the Guaranty) or in connection with any
refinancing or restructuring of the credit arrangements provided hereunder in
the nature of a "work-out" or pursuant to any insolvency or bankruptcy cases or
proceedings.

       10.3 INDEMNITY. In addition to the payment of expenses pursuant to
Section 10.2, whether or not the transactions contemplated hereby shall be
consummated, each Credit Party agrees to defend, indemnify, pay and hold
harmless, each Agent and Lender and each of their or their Affiliates'
respective officers, partners, directors, trustees, employees and agents (each,
an "INDEMNITEE"), from and against any and all Indemnified Liabilities;
provided, no Credit Party shall have any obligation to any Indemnitee hereunder
with respect to any Indemnified Liabilities to the extent such Indemnified
Liabilities arise from the gross negligence or willful misconduct of that
Indemnitee, as determined by a court of competent jurisdiction in a final,
non-appealable judgment, order or decree. To the extent that the undertakings to
defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be
unenforceable in whole or in part because they are violative of any law or
public policy, the applicable Credit Party shall contribute the maximum portion
that it is permitted to pay and satisfy under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of
them. Promptly after receipt by an Indemnitee of notice of the commencement of
any investigative, administrative or judicial proceeding in respect of which a
claim for indemnification is to be made against a Credit Party hereunder (any
such proceeding being an "Indemnified Proceeding"), such Indemnitee will notify
the Credit Parties in writing of the commencement thereof; provided, that (a)
the omission


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so to notify the Credit Parties will not relieve the Credit Parties from any
liability which they may have to any Indemnitee except to the extent that the
Credit Parties have been materially prejudiced by such failure to give notice
and (b) the omission so to notify the Credit Parties will not relieve the Credit
Parties from any liability that they may have to any Indemnitee otherwise than
on account of the indemnity provided for hereunder. In case any such Indemnified
Proceedings are brought against any Indemnitee and it notifies the Credit
Parties in writing of the commencement thereof, the Credit Parties will be
entitled to participate therein and may elect by written notice delivered to
such Indemnitee to assume the defense thereof, with counsel reasonably
satisfactory to such Indemnitee; provided, however, that if in any such
Indemnified Proceedings such Indemnitee shall have concluded that there may be
legal defenses available to it which are different from or additional to those
available to the Credit Parties, such Indemnitee shall have the right to retain
separate counsel to assert such legal defenses and to otherwise participate in
the defense of such Indemnified Proceedings on behalf of such Indemnitee. Upon
receipt of notice from the Credit Parties to such Indemnitee of their election
to assume the defense of such Indemnified Proceedings and approval by such
Indemnitee of counsel, the Credit Parties will not be liable to such Indemnitee
under this Section 10.3 for any legal services subsequently incurred by such
Indemnitee in connection with the defense thereof (other than reasonable costs
of investigation) unless (1) such Indemnitee shall have employed separate
counsel in connection with the assertion of legal defenses in accordance with
the proviso to the next preceding sentence (it being understood, however, that
the Indemnitee shall not be liable for the reasonable expenses of more than one
separate counsel (plus not more than one separate local counsel in any
jurisdiction), approved by Administrative Agent, representing the Indemnities
who are parties to such Indemnified Proceedings), (2) the Credit Parties shall
not have employed counsel reasonably satisfactory to such Indemnitee to
represent such Indemnitee within a reasonable time after notice of commencement
of the Indemnified Proceedings, (3) the Credit Parties shall have authorized in
writing the employment of counsel for such Indemnitees or (4) the use of counsel
chosen by the Credit Parties to represent such Indemnitees would present such
counsel with a conflict of interest, and except that, if clause (1) or (3) is
applicable, such liability shall be only in respect of the counsel referred to
in clause (1) or (3).

       10.4 SET-OFF. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default each Lender is hereby authorized by each
Credit Party at any time or from time to time subject to the consent of
Administrative Agent (such consent not to be unreasonably withheld or delayed),
without notice to any Credit Party or to any other Person (other than
Administrative Agent), any such notice being hereby expressly waived, to set off
and to appropriate and to apply any and all deposits (general or special,
including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any
time held or owing by such Lender to or for the credit or the account of any
Credit Party against and on account of the obligations and liabilities of any
Credit Party to such Lender hereunder, under the Letters of Credit and
participations therein and under the other Credit Documents, including all
claims of any nature or description arising out of or connected hereto, the
Letters of Credit


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and participations therein or with any other Credit Document, irrespective of
whether or not (i) such Lender shall have made any demand hereunder or (ii) the
principal of or the interest on the Loans or any amounts in respect of the
Letters of Credit or any other amounts due hereunder or under any other Credit
Document, shall have become due and payable pursuant to Section 2 and although
such obligations and liabilities, or any of them, may be contingent or
unmatured. Each Credit Party hereby further grants to Administrative Agent and
each Lender a security interest in all Deposit Accounts maintained with
Administrative Agent or such Lender as security for the Obligations.

       10.5 AMENDMENTS AND WAIVERS.

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

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

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

                   (ii) waive, reduce or postpone any scheduled repayment (but
       not prepayment), or any reimbursement obligations in connection with any
       Letter of Credit, or any scheduled reduction of the Revolving Loan
       Commitments or waive or postpone the Revolving Loan Commitment
       Termination Date or the Delayed Draw Term Loan Commitment Termination
       Date or the Nortel Networks Loan Commitment Termination Date;

                   (iii) extend the stated expiration date of any Letter of
       Credit beyond the Revolving Loan Commitment Termination Date;

                   (iv) reduce the rate of interest on any Loan (other than any
        waiver of any increase in the interest rate applicable to any Loan
        pursuant to Section 2.8) or any fee or other amount payable hereunder or
        under any of the other Credit Documents;

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

                   (vi) reduce the principal amount of any Loan or any
       reimbursement obligation in respect of any Letter of Credit;


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

                   (viii) amend the definition of "REQUISITE LENDERS" or "PRO
       RATA SHARE"; provided, with the consent of Requisite Lenders (except that
       such consent shall not be required in the case of Indebtedness incurred
       or commitments made under Section 2.1(a)(v) of this Agreement),
       additional extensions of credit pursuant hereto may be included in the
       determination of "REQUISITE LENDERS" or "PRO RATA SHARE" on substantially
       the same basis as the Tranche A Term Loan Commitments, the Tranche A Term
       Loans, the Delayed Draw Term Loan Commitments, the Delayed Draw Term
       Loans, the Nortel Networks Loan Commitments, the Nortel Networks Loans,
       the Revolving Loan Commitments, the Revolving Loans, the New Term Loan
       Commitments and the New Term Loans are included on the Closing Date;

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

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

                   (xi) amend the provisions relating to the use of proceeds of
       Nortel Networks Loans in Section 2.4.

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

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

                   (ii) amend the definition of "REQUISITE CLASS LENDERS"
       without the consent of Requisite Class Lenders of each Class affected by
       such amendment; provided, with the consent of the Requisite Lenders,
       additional extensions of credit pursuant hereto may be included in the
       determination of such "REQUISITE CLASS LENDERS" on substantially the same
       basis as the Tranche A Term Loan Commitments, the Tranche A Term Loans,
       the Delayed Draw Term Loans Commitments, the Delayed Draw Term Loans, the
       Nortel Networks Loan Commitments, the Nortel Networks Loans, the
       Revolving Credit Commitments, the Revolving Loans, the New Term Loan
       Commitments and the New Term Loans are included on the Closing Date;


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                   (iii) alter the required application of any repayments or
       prepayments as between Classes pursuant to Section 2.13 without the
       consent of Requisite Class Lenders of each Class which is being allocated
       a lesser repayment or prepayment as a result thereof; provided, Requisite
       Lenders may waive, in whole or in part, any prepayment so long as the
       application, as between Classes, of any portion of such prepayment which
       is still required to be made is not altered;

                   (iv) amend, modify, terminate or waive any obligation of
       Lenders relating to the purchase of participations in Letters of Credit
       as provided in Section 2.2(e) without the written consent of
       Administrative Agent and of Issuing Bank;

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

                   (vi) increase the aggregate amount of the New Revolving Loan
        Commitments, New Delayed Draw Term Loan Commitments and New Term
        Commitments permitted to be requested by Borrower pursuant to Section
        2.1(a)(v) above $100,000,000 without the consent of all Lenders.

              (d) Execution of Amendments, etc. Administrative Agent may, but
shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender. Any
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it was given. No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice
or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 10.5
shall be binding upon each Lender at the time outstanding, each future Lender
and, if signed by a Credit Party, on such Credit Party.

       10.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS.

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

              (b) Register. Borrower, Administrative Agent and Lenders shall
deem and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Commitments and Loans listed therein for all
purposes hereof, and no assignment or transfer of any such Commitment or Loan
shall be effective, in each case, unless and until an Assignment


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Agreement effecting the assignment or transfer thereof shall have been delivered
to and accepted by Administrative Agent and recorded in the Register as provided
in Section 10.6(e). Prior to such recordation, all amounts owed with respect to
the applicable Commitment or Loan shall be owed to the Lender listed in the
Register as the owner thereof, and any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is listed in the Register as a Lender shall be conclusive and binding
on any subsequent holder, assignee or transferee of the corresponding
Commitments or Loans.

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

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

                   (ii) to any Person meeting the criteria of clause (ii) of the
       definition of the term of "Eligible Assignee" and, in the case of
       assignments of Loans or Commitments to any such Person (except in the
       case of assignments made by or to GSCP or to another Lender), consented
       to by each of Borrower and Administrative Agent (such consent not to be
       (x) unreasonably withheld or delayed or (y) in the case of Borrower,
       required at any time an Event of Default shall have occurred and then be
       continuing); provided that such consent shall not be required if such
       Person has combined capital and surplus of not less than $300,000,000 or
       its equivalent in foreign currency, whose long-term certificate of
       deposit rating or long-term senior unsecured debt rating is rated "BBB"
       or higher by S&P and "Baa2" or higher by Moody's Investor Service, Inc.
       or an equivalent or higher rating by a nationally recognized rating
       agency if both of the two named rating agencies cease publishing rating
       of investments; provided, further each such assignment pursuant to this
       Section 10.6(c)(ii) shall be in an aggregate amount of not less than
       $5,000,000 (or such lesser amount as may be agreed to by Borrower and
       Administrative Agent or as shall constitute the aggregate amount of
       Commitments, and other Obligations of the assigning Lender); provided
       further that after giving effect to such assignment, the assigning Lender
       shall have Commitments and Loans aggregating at least $2,000,000 (unless
       such assigning Lender is assigning all of its Commitments and Loans), in
       each case unless otherwise agreed to the Borrower and the Administrative
       Agent.

              (d) Mechanics. The assigning Lender and the assignee thereof shall
execute and deliver to Administrative Agent an Assignment Agreement, together
with (i) (except in the case of any assignment to an Affiliate of the assigning
Lender) a processing and recordation fee of

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$500 in the case of assignments pursuant to Section 10.6(c)(i) or made by or to
GSCP, and $2000 in the case of all other assignments (except that only one fee
shall be payable in the case of contemporaneous assignments to Related Funds),
and (ii) such forms, certificates or other evidence, if any, with respect to
United States federal income tax withholding matters as the assignee under such
Assignment Agreement may be required to deliver to Administrative Agent pursuant
to Section 2.19(c).

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

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

              (g) Effect of Assignment. Subject to the terms and conditions of
this Section 10.6, as of the "Effective Date" specified in the applicable
Assignment Agreement: (i) the assignee thereunder shall have the rights and
obligations of a "Lender" hereunder to the extent such rights and obligations
hereunder have been assigned to it pursuant to such Assignment Agreement and
shall thereafter be a party hereto and a "Lender" for all purposes hereof; (ii)
the assigning Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned thereby pursuant to such Assignment Agreement,
relinquish its rights (other than any rights which survive the termination
hereof under Section 10.8) and be released from its obligations hereunder (and,
in the case of an Assignment Agreement covering all or the remaining portion of
an assigning Lender's rights and obligations hereunder, such Lender shall cease
to be a party hereto; provided, anything contained in any of the Credit
Documents to the contrary notwithstanding, (x) Issuing Bank shall continue to
have all rights and obligations thereof with respect to such Letters of Credit
until the cancellation or expiration of such Letters of Credit and the
reimbursement of any amounts drawn thereunder) and (y) such assigning Lender
shall continue to be entitled to the benefit of all indemnities hereunder as
specified herein with respect to matters arising out of the prior involvement of
such assigning Lender as a Lender


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hereunder; (iii) the Revolving Loan Commitments shall be modified to reflect the
Revolving Loan Commitment of such assignee and any remaining Revolving Loan
Commitment of such assigning Lender, if any; (iv) the Delayed Draw Term Loan
Commitments shall be modified to reflect the Delayed Draw Term Loan Commitment
of such assignee and any remaining Delayed Draw Term Loan Commitment of such
assigning Lender, if any; (v) the Nortel Networks Loan Commitments shall be
modified to reflect the Nortel Networks Loan Commitment of such assigning
Lender, if any; and (vi) if any such assignment occurs after the issuance of any
Note hereunder, the assigning Lender shall, upon the effectiveness of such
assignment or as promptly thereafter as practicable, surrender its applicable
Notes to Administrative Agent for cancellation, and thereupon Borrower shall
issue and deliver new Notes, if so requested by the assignee and/or assigning
Lender, to such assignee and/or to such assigning Lender, with appropriate
insertions, to reflect the new Commitments and/or outstanding Loans of the
assignee and/or the assigning Lender.

               (h) Participations. Each Lender shall have the right at any time
to sell one or more participations to any Person (other than Parent, any of its
Subsidiaries or any of its Affiliates) in all or any part of its Commitments or
Loans or in any other Obligation. The holder of any such participation, other
than an Affiliate of the Lender granting such participation, shall not be
entitled to require such Lender to take or omit to take any action hereunder
except with respect to any amendment modification or waiver that would (i)
extend the final scheduled maturity of any Loan, Note or Letter of Credit
(unless such Letter of Credit is not extended beyond the Revolving Loan
Commitment Termination Date) in which such participant is participating, or
reduce the rate or extend the time of payment of interest or fees thereon
(except in connection with a waiver of applicability of any post-default
increase in interest rates) or reduce the principal amount thereof, or increase
the amount of the participant's participation over the amount thereof then in
effect (it being understood that a waiver of any Default or Event of Default or
of a mandatory reduction in the Commitment shall not constitute a change in the
terms of such participation, and that an increase in any Commitment or Loan
shall be permitted without the consent of any participant if the participant's
participation is not increased as a result thereof), (ii) consent to the
assignment or transfer by any Credit Party of any of its rights and obligations
under this Agreement or (iii) release or subordinate the Collateral Agent's lien
with respect to all or substantially all of the Collateral under the Collateral
Documents or release any of the Guarantors from their obligations hereunder or
subordinate any of their obligations hereunder (except as expressly provided in
the Credit Documents) supporting the Loans hereunder in which such participant
is participating. All amounts payable by any Credit Party hereunder, including
amounts payable to such Lender pursuant to Section 2.17(c), 2.18 or 2.19, shall
be determined as if such Lender had not sold such participation. Each Credit
Party and each Lender hereby acknowledge and agree that, solely for purposes of
Sections 2.16 and 10.4, (1) any participation will give rise to a direct
obligation of each Credit Party to the participant and (2) the participant shall
be considered to be a "Lender."


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              (i) Certain Other Assignments. In addition to any other assignment
permitted pursuant to this Section 10.6, (i) any Lender may assign and pledge
all or any portion of its Loans, the other Obligations owed to such Lender, and
its Notes, if any, to secure obligations of such Lender, including any pledge or
assignment to secure obligations to any Federal Reserve Bank, or as collateral
security for any loan or other financing transaction as in or in connection with
any securitization or other similar transaction, and this Section 10.6 shall not
apply to any such pledge or assignment of a security interest or other
transaction described herein; provided, (x) no Lender, as between Borrower and
such Lender, shall be relieved of any of its obligations hereunder as a result
of any such assignment and pledge, and (y) in no event shall the applicable
Federal Reserve Bank or trustee or other financing party be considered to be a
"Lender" or be entitled to require the assigning Lender to take or omit to take
any action hereunder and (z) any transfer of the rights and obligations of a
"Lender" hereunder to any Person upon the foreclosure of any pledge or security
interest referred to in this clause (i) may only be made pursuant to the
provisions of Sections 10.6(c) through (e) governing assignments of interests in
the Loans.

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

       10.8 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Credit Extension.
Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Credit Party set forth in Sections 2.17(c), 2.18, 2.19, 10.2,
10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.16 and 9.6
shall survive the payment of the Loans, the cancellation or expiration of the
Letters of Credit and the reimbursement of any amounts drawn thereunder, and the
termination hereof.

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


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

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

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

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

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


                                       152


<PAGE>   160


       10.15 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF, EXCEPT AS TO
MATTERS OF CORPORATE GOVERNANCE, WHICH SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE JURISDICTION OF INCORPORATION OR
ORGANIZATION OF THE SUBJECT PERSON.

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

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


                                       153


<PAGE>   161


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

       10.18 CONFIDENTIALITY. Each Lender shall hold all non-public information
obtained pursuant to the requirements hereof and which has (in the case of
information received after the Closing Date) been identified as confidential by
a Credit Party, in accordance with such Lender's customary procedures for
handling confidential information of this nature and in accordance with prudent
lending or investing practices, it being understood and agreed by Borrower that
in any event a Lender may make disclosures to Affiliates of such Lender (and to
other persons authorized by a Lender or Agent to organize, present or
disseminate such information in connection with disclosures otherwise made in
accordance with this Section 10.18), or discloses in connection with the
enforcement of any of the rights or remedies hereunder or under any of the
Credit Documents or disclosures reasonably required by any bona fide or
potential assignee, transferee or participant in connection with the
contemplated assignment, transfer or participation by such Lender of any Loans,
Commitments or other Obligations or any participations therein or by any direct
or indirect contractual counterparties (or the professional advisors thereto) in
Hedge Agreements (provided, such counterparties and advisors are advised of and
agree to be bound by the provisions of this Section 10.18) or disclosures
required or requested by any governmental agency or representative thereof or by
the NAIC or pursuant to legal process; provided, unless specifically prohibited
by applicable law or court order, each Lender shall make reasonable efforts to
notify Borrower of any request by any governmental agency or representative
thereof (other than any such request in connection with any examination of the
financial condition or other routine examination of such Lender by such
governmental agency) for disclosure of any


                                       154


<PAGE>   162


such non-public information prior to disclosure of such information; and
provided, further that in no event shall any Lender be obligated or required to
return any materials furnished by Parent or any of its Subsidiaries.
Notwithstanding the foregoing, each Lender and its Affiliates shall have the
right to (i) list the Borrower's name and logo, as provided by the Borrower from
time to time, and describe the transaction that is the subject of this Agreement
in their marketing materials and (ii) post such information, including, without
limitation, a customary "tombstone", on their website.

       10.19 USURY SAVINGS CLAUSE. Notwithstanding any other provision herein,
the aggregate interest rate charged with respect to any of the Obligations,
including all charges or fees in connection therewith deemed in the nature of
interest under applicable law shall not exceed the Highest Lawful Rate. If the
rate of interest (determined without regard to the preceding sentence) under
this Agreement at any time exceeds the Highest Lawful Rate, the outstanding
amount of the Loans made hereunder shall bear interest at the Highest Lawful
Rate until the total amount of interest due hereunder equals the amount of
interest which would have been due hereunder if the stated rates of interest set
forth in this Agreement had at all times been in effect. In addition, if when
the Loans made hereunder are repaid in full the total interest due hereunder
(taking into account the increase provided for above) is less than the total
amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect, then to
the extent permitted by law, Borrower shall pay to Administrative Agent for the
account of the Lenders an amount equal to the difference between the amount of
interest paid and the amount of interest which would have been paid if the
Highest Lawful Rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of Lenders and Borrower to conform strictly to
any applicable usury laws. Accordingly, if any Lender contracts for, charges, or
receives any consideration which constitutes interest in excess of the Highest
Lawful Rate, then any such excess shall be cancelled automatically and, if
previously paid, shall at such Lender's option be applied to the outstanding
amount of the Loans made hereunder or be refunded to Borrower.

       10.20 COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto and receipt by
Borrower and Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof.

                  [Remainder of page intentionally left blank]


                                 155



<PAGE>   163


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

                                          GABRIEL COMMUNICATIONS FINANCE
                                               COMPANY, as Borrower


                                          By:   /s/ David L. Solomon
                                                ------------------------------
                                                Name: David L. Solomon
                                                Title: Chairman and CEO


                                          GABRIEL COMMUNICATIONS, INC.,
                                                as Parent


                                          By:   /s/ David L. Solomon
                                                ------------------------------
                                                Name: David L. Solomon
                                                Title: Chairman and CEO


                                          GABRIEL COMMUNICATIONS
                                          PROPERTIES, INC.,
                                                as Holding Company


                                          By:   /s/ David L. Solomon
                                                ------------------------------
                                                Name: David L. Solomon
                                                Title: Chairman and CEO


                                          GABRIEL COMMUNICATIONS OF
                                          ARKANSAS, INC.


                                          By:   /s/ David L. Solomon
                                                ------------------------------
                                                Name: David L. Solomon
                                                Title: Chairman and CEO


                                       S-1


<PAGE>   164


                                    GABRIEL COMMUNICATIONS OF
                                    ILLINOIS, INC.


                                    By: /s/ David L. Solomon
                                        ------------------------------
                                        Name: David L. Solomon
                                        Title: Chairman and CEO


                                    GABRIEL COMMUNICATIONS OF
                                    INDIANA, INC.


                                    By: /s/ David L. Solomon
                                        ------------------------------
                                        Name: David L. Solomon
                                        Title: Chairman and CEO

                                    GABRIEL COMMUNICATIONS OF KANSAS,
                                    INC.


                                    By: /s/ David L. Solomon
                                        ------------------------------
                                        Name: David L. Solomon
                                        Title: Chairman and CEO

                                    GABRIEL COMMUNICATIONS OF
                                    KENTUCKY, INC.


                                    By: /s/ David L. Solomon
                                        ------------------------------
                                        Name: David L. Solomon
                                        Title: Chairman and CEO



                                       S-2


<PAGE>   165


                                    GABRIEL COMMUNICATIONS OF
                                    MISSOURI, INC.


                                    By: /s/ David L. Solomon
                                        ------------------------------
                                        Name: David L. Solomon
                                        Title: Chairman and CEO


                                    GABRIEL COMMUNICATIONS OF
                                    OHIO, INC.


                                    By: /s/ David L. Solomon
                                        ------------------------------
                                        Name: David L. Solomon
                                        Title: Chairman and CEO

                                    GABRIEL COMMUNICATIONS OF
                                    OKLAHOMA, INC.


                                    By: /s/ David L. Solomon
                                        ------------------------------
                                        Name: David L. Solomon
                                        Title: Chairman and CEO

                                    GABRIEL COMMUNICATIONS OF
                                    TENNESSEE, INC.

                                    By: /s/ David L. Solomon
                                        ------------------------------
                                        Name: David L. Solomon
                                        Title: Chairman and CEO


                                    GABRIEL COMMUNICATIONS OF TEXAS,
                                    INC.


                                    By: /s/ David L. Solomon
                                        ------------------------------
                                        Name: David L. Solomon
                                        Title: Chairman and CEO


                                       S-3

<PAGE>   166
                                       TRIANGLE ACQUISITION, INC.

                                       By: /s/ David L. Solomon
                                           -------------------------------------
                                           Name: David L. Solomon
                                           Title: Chairman and CEO

                                       CAROLINA ONLINE, INC.

                                       By: /s/ Clark H. Mizell
                                           -------------------------------------
                                           Name: Clark H. Mizell
                                           Title: Vice President, Secretary and
                                                  Treasurer

                                       INTERNET/MCR CORPORATION


                                       By: /s/ James N. Smith
                                           -------------------------------------
                                           Name: James N. Smith
                                           Title: President and Treasurer

                                       ISAAC ACQUISITION CORP.

                                       By: /s/ Clark H. Mizell
                                           -------------------------------------
                                           Name: Clark H. Mizell
                                           Title: Vice President and Treasurer

                                       TELECO ACQUISITION CORP.

                                       By: /s/ Clark H. Mizell
                                           -------------------------------------
                                           Name: Clark H. Mizell
                                           Title: Vice President and Treasurer

                                       S-4
<PAGE>   167


                                       TRIVERGENT COMMUNICATIONS, INC.

                                       By: /s/ Clark H. Mizell
                                           -------------------------------------
                                           Name: Clark H. Mizell
                                           Title: Vice President and Treasurer

                                       TRIVERGENT COMMUNICATIONS SOUTH,
                                       INC.

                                       By: /s/ Clark H. Mizell
                                           -------------------------------------
                                           Name: Clark H. Mizell
                                           Title: Vice President, Secretary and
                                                  Treasurer

                                       TRIVERGENT COMMUNICATIONS WEST,
                                       INC.

                                       By: /s/ Clark H. Mizell
                                           -------------------------------------
                                           Name: Clark H. Mizell
                                           Title: Vice President, Secretary and
                                                  Treasurer

                                       TRIVERGENT LEASING, LLC
                                       Manager: TriVergent Communications, Inc.

                                       By: /s/ Clark H. Mizell
                                           -------------------------------------
                                           Name: Clark H. Mizell
                                           Title: Vice President and Treasurer

                                       S-5
<PAGE>   168


                                       TRIVERGENT LEASING SOUTH, LLC
                                       Manager: TriVergent Communications South,
                                       Inc.


                                       By: /s/ Clark H. Mizell
                                          --------------------------------------
                                          Name: Clark H. Mizell
                                          Title: Vice President, Secretary and
                                                 Treasurer























                                       S-6
<PAGE>   169


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


                                  By:  /s/ Robert T. Wagner
                                       -----------------------------------------
                                                Authorized Signatory






















                                       S-7
<PAGE>   170


                                    FIRST UNION NATIONAL BANK,
                                    as Administrative Agent, Issuing Bank
                                    and a Lender


                                    By:  /s/ Mark M. Harden
                                         ---------------------------------------
                                         Name: Mark M. Harden
                                         Title: Senior Vice President






















                                       S-8
<PAGE>   171


                                    BARCLAYS BANK PLC,
                                    as Documentation Agent and a Lender


                                    By:  /s/ Timothy C. Harrington
                                         ---------------------------------------
                                         Name: Timothy C. Harrington
                                         Title: Director






















                                       S-9
<PAGE>   172


                                    CIT LENDING SERVICES CORPORATION,
                                    as Co-Documentation Agent and a Lender


                                    By:  /s/ John P. Sirico, II
                                         ---------------------------------------
                                         Name: John P. Sirico, II
                                         Title: Vice President






















                                      S-10
<PAGE>   173


                                    NORTEL NETWORKS INC.,
                                    as a Lender


                                    By: /s/ Mitch Stone
                                        ----------------------------------------
                                        Name: Mitch Stone
                                        Title: Director





















                                      S-11
<PAGE>   174


                                    CIBC INC.,
                                    as a Lender


                                    By: /s/ Harold Birk
                                        ----------------------------------------
                                        Name: Harold Birk
                                        Title: Executive Director






















                                      S-12
<PAGE>   175


                                    GENERAL ELECTRIC CAPITAL
                                    CORPORATION,
                                    as a Lender


                                    By:  /s/ Molly S. Fergusson
                                         ---------------------------------------
                                         Name: Molly S. Fergusson
                                         Title: Manager, Operations






















                                      S-13
<PAGE>   176


                                                                      APPENDIX A
                                                TO CREDIT AND GUARANTY AGREEMENT

                             TERM LOAN A COMMITMENTS

<TABLE>
<CAPTION>

                                                                        PRO
                LENDER                  TERM LOAN A COMMITMENT       RATA SHARE
================================================================================
<S>                                     <C>                    <C>
Goldman Sachs Credit Partners L.P.           $ 7,777,777.77       19.4444444250%

First Union National Bank                    $ 6,666,666.67       16.6666666750%

Barclays Bank PLC                            $ 6,666,666.67       16.6666666750%

CIT Lending Services Corporation             $ 6,666,666.67       16.6666666750%

General Electric Capital Corporation         $ 6,666,666.67       16.6666666750%

CIBC, Inc.                                   $ 5,555,555.55       13.8888888750%

                TOTAL                        $40,000,000.00            100%
================================================================================
</TABLE>









                                 APPENDIX A-1-1
<PAGE>   177


                       DELAYED DRAW TERM LOAN COMMITMENTS

<TABLE>
<CAPTION>

                                               DELAYED DRAW            PRO
                 LENDER                    TERM LOAN COMMITMENT     RATA SHARE
================================================================================
<S>                                       <C>                   <C>
Goldman Sachs Credit Partners L.P.            $15,555,555.56      19.4444444500%

First Union National Bank                     $13,333,333.33      16.6666666625%

Barclays Bank PLC                             $13,333,333.33      16.6666666625%

CIT Lending Services Corporation              $13,333,333.33      16.6666666625%

General Electric Capital Corporation          $13,333,333.33      16.6666666625%

CIBC, Inc.                                    $11,111,111.12      13.8888889000%

                 TOTAL                        $80,000,000.00           100%
================================================================================
</TABLE>











                                 APPENDIX A-1-2
<PAGE>   178


                         NORTEL NETWORKS LOAN COMMITMENT

<TABLE>
<CAPTION>

                                    NORTEL NETWORKS                 PRO
                 LENDER             LOAN COMMITMENT              RATA SHARE
================================================================================
<S>                               <C>                            <C>
Nortel Networks Inc.                 $45,000,000.00                 100%

                 TOTAL               $45,000,000.00                 100%
================================================================================
</TABLE>












                                 APPENDIX A-1-3
<PAGE>   179


                              REVOLVING COMMITMENTS

<TABLE>
<CAPTION>

                                                                       PRO
              LENDER                   REVOLVING COMMITMENT         RATA SHARE
================================================================================
<S>                                   <C>                       <C>
Goldman Sachs Credit Partners L.P.       $11,666,666.67           19.4444444500%

First Union National Bank                $10,000,000.00           16.6666666667%

Barclays Bank PLC                        $10,000,000.00           16.6666666667%

CIT Lending Services Corporation         $10,000,000.00           16.6666666667%

General Electric Capital Corporation     $10,000,000.00           16.6666666667%

CIBC, Inc.                               $ 8,333,333.33           13.8888888833%

                 TOTAL                   $60,000,000.00                 100%
================================================================================
</TABLE>














                                 APPENDIX A-1-4
<PAGE>   180


                                                                      APPENDIX B
                                                TO CREDIT AND GUARANTY AGREEMENT

                                NOTICE ADDRESSES

All Credit Parties:
                      16090 Swingley Ridge Road
                      Suite 500
                      Chesterfield, Missouri 63017
                      Attention:  Michael Gibson, Chief Financial Officer
                      Telecopier: (636) 537-7484











                                  APPENDIX B-1
<PAGE>   181



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

       Goldman Sachs Credit Partners L.P.
       85 Broad Street
       New York, New York  10004
       Attention:  Stephen King
       Telecopier:  (212) 357-0932


with a copy to:

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










                                  APPENDIX B-2

<PAGE>   182


FIRST UNION NATIONAL BANK
as Administrative Agent, Issuing Bank and a Lender.

       Agency Services
       201 South College
       Charlotte, North Carolina 28288-0680
       Attention:  Doug Burnett
       Telecopier: (704) 383-0288

BARCLAYS BANK PLC
as Documentation Agent and a Lender

       388 Market Street
       Suite 1700
       San Francisco, CA 94111
       Attention:  Daniele Iacovone
       Telecopier: (415) 765-4760

CIT LENDING SERVICES CORPORATION
as Co-Documentation Agent and a Lender.

       c/o The CIT Group, Inc. - Structured Finance Group
       44 Whippany Road, Suite 160
       Morristown, NJ 07962-4558
       Attention:  Vice-President - Credit
       Telecopier: (973) 401-6715

       Copy to:  Vice-President - Legal, John P. Sirico, II
       Telecopier:  (973) 401-6762

GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender

       GE Capital Services, Inc.
       120 Long Ridge Road
       Stamford, CT 06927
       Attention:  Brian Jack
       Telecopier: (203) 961-2194








                                  APPENDIX B-3
<PAGE>   183


CIBC, INC.,
as a Lender.

       425 Lexington Avenue
       New York, NY 10017
       Attention:  Harold Birk
       Telecopier: 212-856-3558

NORTEL NETWORKS INC.,
as a Lender

       Nortel Networks Inc.
       Mail Stop 991 15 A40
       2221 Lakeside Blvd.
       Richardson, Texas 75082-4399
       Attention:  Mitchell L. Stone - Director, Customer Finance
       Telecopier: 972-684-3679

with a copy to:

       Nortel Networks Inc.
       Mail Stop 468/05/B40
       2100 Lakeside Blvd.
       Richardson, Texas 75082-4399
       Attention:  Kimberly Poe - Director, Loan Administration
       Telecopier: 972-685-3613







                                  APPENDIX B-4