Unassociated Document


     

    
      Exhibit
        10.8

       

       

      
        

        

      

       

      TERM
        LOAN
        AND SECURITY AGREEMENT

      


      Dated
        as
        of November ____, 2008

      


      Among

      


      CAPITAL
        GROWTH SYSTEMS, INC.,

      GLOBAL
        CAPACITY GROUP, INC.,

      CENTREPATH,
        INC.,

      20/20
        TECHNOLOGIES, INC.,

      20/20
        TECHNOLOGIES I, LLC,

      NEXVU
        TECHNOLOGIES, LLC,

      FNS
        2007,
        INC.,

      MAGENTA
        NETLOGIC LIMITED,

      CAPITAL
        GROWTH ACQUISITION, INC., and

      VANCO
        DIRECT USA, LLC, t/b/k/a GLOBAL CAPACITY DIRECT, LLC

      (as
        Borrowers),

      


      THE
        LENDERS SIGNATORY HERETO FROM TIME TO TIME,

      (as
        Lenders),

      


      and

      


      ACF
        CGS,
        L.L.C.

      (as
        Agent)

       

      
        

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

      


      
        	 	 	
                Page

              
	 	 	 
	
                1.

              	
                Definitions

              	
                2

              
	
                2.

              	
                Borrowing

              	
                14

              
	
                3.

              	
                Interest
                  and Fees

              	
                20

              
	
                4.

              	
                Representations
                  and Warranties of Borrowers

              	
                21

              
	
                5.

              	
                Collateral

              	
                25

              
	
                6.

              	
                Financial
                  Covenants

              	
                26

              
	
                7.

              	
                Collateral
                  Covenants

              	
                26

              
	
                8.

              	
                Negative
                  Covenants

              	
                30

              
	
                9.

              	
                Reporting
                  and Information

              	
                32

              
	
                10.

              	
                Inspection
                  Rights; Expenses; Etc.

              	
                33

              
	
                11.

              	
                Rights
                  of Setoff, Application of Payments, Etc.

              	
                34

              
	
                12.

              	
                Attorney-in-Fact

              	
                34

              
	
                13.

              	
                Defaults
                  and Remedies

              	
                35

              
	
                14.

              	
                Indemnification

              	
                38

              
	
                14.

              	
                Indemnification

              	
                43

              
	
                15.

              	
                General
                  Provisions

              	
                44

              


      

       

      
        	
                Attachments:

              	 
	 	 
	
                Addendum

              	 
	
                Exhibit
                  A - Lender and Lenders’ Commitment

              	 
	
                Exhibit
                  B - Form of Compliance Certificate 

              	 
	
                Exhibit
                  C - Form of Term Note

              	 
	
                Exhibit
                  D - Employment Agreements

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TERM
        LOAN AND SECURITY AGREEMENT

       

      This
        TERM
        LOAN AND SECURITY AGREEMENT (this “Agreement”)
        is
        entered into as of the ___ day of September, 2008 among CAPITAL GROWTH SYSTEMS,
        INC., a Florida corporation (“Parent”),
        GLOBAL CAPACITY GROUP, INC., a Texas corporation (“GCG”),
        CENTREPATH, INC., a Delaware corporation (“Centrepath”),
        20/20
        TECHNOLOGIES, INC., a Delaware corporation (“20/20
        Inc.”),
        20/20
        TECHNOLOGIES I, LLC, a Delaware limited liability company (“20/20
        LLC”),
        NEXVU
        TECHNOLOGIES, LLC, a Delaware limited liability company (“Nexvu”),
        FNS
        2007, INC., a Delaware corporation (“FNS”),
        MAGENTA NETLOGIC LIMITED, a company incorporated under the laws of England
        and
        Wales (“Magenta”),
        CAPITAL GROWTH ACQUISITION, INC., a Delaware corporation (“CG
        Acquisition”),
        VANCO
        DIRECT USA, LLC, t/b/k/a Global Capacity Direct, LLC, a Delaware limited
        liability company (“Vanco”;
        Parent, GCG, Centrepath, 20/20 Inc., 20/20 LLC, Nexvu, FNS, Magenta, CG
        Acquisition and Vanco are referred to herein individually as a “Borrower”
and
        collectively as the “Borrowers”),
        the
        lenders from time to time party hereto (each a “Lender”
and
        collectively, the “Lenders”)
        and
        ACF CGS, L.L.C., a Delaware limited liability company, as agent for the Lenders
        (in such capacity, together with any successors in such capacity, the
“Agent”).

      


      RECITALS:

       

      WHEREAS,
        Borrowers have requested that the Lenders provide Borrowers with a secured
        term
        loan and Lenders are willing to provide a secured term loan to Borrowers
        on the
        terms set forth herein, which secured term loan Borrowers will use for the
        purposes permitted hereunder; and

       

      WHEREAS,
        Borrowers’ business is a mutual and collective enterprise and Borrowers believe
        that the consolidation of the secured term loan and other financial
        accommodations under this Agreement will enhance the aggregate borrowing
        powers
        of Borrowers and facilitate the administration of their loan relationship
        with
        Agent and each of the Lenders, all to the mutual advantage of Borrowers;
        and

      


      WHEREAS,
        each Borrower acknowledges that it will receive substantial direct and indirect
        benefits by reason of the making of the secured term loan and other financial
        accommodations to Borrowers as provided in this Agreement, by virtue of
        Borrowers’ various inter-relationships as joint guarantors or joint obligors and
        the beneficiaries thereof, as lessors and lessees, as suppliers and customers,
        and as joint venturers; and

      


      WHEREAS,
        Lender’s willingness to extend financial accommodations to Borrowers, and to
        administer Borrowers’ collateral security therefor, on a combined basis as more
        fully set forth in this Agreement, is done solely as an accommodation to
        Borrowers and at Borrowers’ request and in furtherance of Borrowers’ mutual and
        collective enterprise.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      NOW,
        THEREFORE, in consideration of the mutual conditions and agreements set forth
        in
        this Agreement, and for good and valuable consideration, the receipt of which
        is
        hereby acknowledged, the parties hereto agree as follows.

       

      1. Definitions.
        For
        purposes of this Agreement:

       

      “20/20
        Inc. Stock Pledge Agreement”
means
        that certain Pledge Agreement dated as of the date hereof, granted by 20/20
        Inc.
        in favor of the Agent, on behalf if itself and the Lenders, with respect
        to its
        Stock in 20/20 LLC.

       

      “20/20
        LLC Stock Pledge Agreement”
means
        that certain Pledge Agreement dated as of the date hereof, granted by 20/20
        LLC
        in favor of the Agent, on behalf of itself and the Lenders, with respect
        to its
        Stock in Magenta.

       

      “Accounts”
means
        all presently existing or hereafter arising accounts receivable due each
        Borrower (including medical and health-care-insurance receivables), book
        debts,
        notes, drafts and acceptances and other forms of obligations now or hereafter
        owing to each Borrower, whether or not arising from the sale or lease of
        goods
        or the rendition of services by such Borrower (including any obligation that
        might be characterized as an account, contract right, general intangible
        or
        chattel paper under the UCC), all of each Borrower’s rights in, to and under all
        purchase orders now or hereafter received by such Borrower for goods and
        services, all proceeds from the sale of Inventory, all monies due or to become
        due to each Borrower under all contracts for the sale or lease of goods or
        the
        rendition of services by such Borrower (whether or not yet earned) (including
        the right to receive the proceeds of said purchase orders and contracts),
        all
        amounts payable to each Borrower under any insurance policy, all collateral
        security and guarantees of any kind given by any obligor with respect to
        any of
        the foregoing, and all goods returned to or reclaimed by each Borrower that
        correspond to any of the foregoing.

       

      “Account
        Control Agreements”
shall
        mean collectively, the Private Bank Account Control Agreement and the HSBC
        Account Control Agreement. 

       

      “Acquisition”
means
        the acquisition by CG Acquisition of 100% of the membership interests of
        Vanco
        pursuant to the Acquisition Documents.

      


      “Acquisition
        Documents”
means
        the Interest Purchase Agreement and the Management Services Agreement, together
        with all other agreements, instruments, opinions of counsel and other documents
        executed and/or delivered in connection with the Acquisition.

      


      “Addendum”
means
        the Addendum to Term Loan and Security Agreement attached hereto, as the
        same
        may be amended and in effect from time to time.

      


      “Adjusted
        Working Capital”
means
        the remainder of (a) the consolidated current assets of the Borrowers minus
        the amount of cash and cash equivalents included in such consolidated current
        assets, minus (b) the consolidated current liabilities of the Borrowers
        minus the amount of consolidated short-term Indebtedness (including current
        maturities of long-term Indebtedness) of the Borrowers included in such
        consolidated current liabilities.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      “Affiliate”
means,
        with respect to a Person, (a) any family member, officer, director, employee
        or
        managing agent of such Person, and (b) any other Person (i) that, directly
        or
        indirectly, through one or more intermediaries, controls, or is controlled
        by,
        or is under common control with, such given Person, (ii) that, directly or
        indirectly beneficially owns or holds 10% or more of any class of voting
        stock
        or partnership or other interest of such Person or any subsidiary of such
        Person, or (iii) 10% or more of the voting stock or partnership or other
        interest of which is directly or indirectly beneficially owned or held by
        such
        Person or a subsidiary of such Person. The term “control” means the possession,
        directly or indirectly, of the power to direct or cause the direction of
        the
        management and policies of a Person, whether through ownership of voting
        securities or partnership or other interests, by contract or
        otherwise.

      


      “Agent”
has
        the
        meaning set forth in the preamble hereto.

       

      “Agent
        Advances”
has
        the
        meaning specified therefor in Section
        14(h).
        

      


      “Agreement
        Date”
means
        the date as of which this Agreement is dated.

      


      “Annualized
        EBITDA”
shall
        mean the trailing period EBITDA annualized to twelve (12) months.

      


      “Applicable
        Authorization States”
means
        the states of Arizona, Delaware, Georgia, Indiana, Pennsylvania, Tennessee
        and
        West Virginia. 

       

      “Applicable
        Margin”
means
        the rate of interest to be paid on the unpaid principal amount of the Term
        Note
        from and after the Agreement Date. For the period from and after the Agreement
        Date, the Applicable Margin shall be 14% per annum payable monthly, of which
        9%
        shall be paid in cash, and 5% shall be capitalized, compounded and added
        to the
        unpaid principal amount of the Term Note monthly (whereupon from and after
        such
        date such additional amounts shall also accrue interest) (such interest,
        “PIK
        Interest”).

       

      “Applicable
        Rate”
means
        a
        rate equal to the sum of (i) the Prime Rate, plus (ii) the Applicable
        Margin.

       

      “Assignment
        and Acceptance”
shall
        mean an assignment and acceptance entered into by a Lender and an assignee,
        and
        accepted by the Agent, in form approved by the Agent.

       

      “Borrowers’
        Agent”
means
        Parent, in its capacity as agent for itself and the other Borrowers pursuant
        to
Section
        2(j).

       

      “Borrower
        Asset Sales”
has
        the
        meaning set forth in Section
        2(c)(i).

       

      “BT
        Receivable”
means
        those certain receivables related to Magenta invoices OPT-20080807-1 and
        OPT-20080331-2 as defined in the BT Receivables Agreement.

       

      “BT
        Receivables Agreement”
means
        that certain Second Amendment to British Telecommunications and Magenta netLogic
        Ltd. Camera Agreement 10693 dated September 30, 2008.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      “BT
        Receivable Payment”
means
        any cash received by a Borrower with respect to the BT Receivable.

       

      “Business
        Day”
        means
        any
        day excluding Saturday, Sunday, and any day which is a legal holiday under
        the
        laws of the State of New York or which is a day on which Agent is otherwise
        closed for transacting business with the public.

       

      “Capitalized
        Lease”
means
        a
        lease that is required to be capitalized for financial reporting purposes
        in
        accordance with GAAP.

      


      “Capitalized
        Lease Obligations”
means
        that portion of the obligations under a Capital Lease that is required to
        be
        capitalized in accordance with GAAP.

      


      “Cash
        Balance”
means,
        at any time, unrestricted cash and cash equivalents of Borrowers, on deposit
        with (i) the Depository Bank and subject to the Private Bank Account Control
        Agreement, and (ii) HSBC USA, National Association and subject to the HSBC
        Account Control Agreement. 

      


      “CG
        Acquisition Stock Pledge Agreement”
means
        that certain Pledge Agreement dated as of the date hereof, granted by CG
        Acquisition in favor of Agent, on behalf of itself and the Lenders, with
        respect
        to its Stock in Vanco. 

       

      “Collateral”
has
        the
        meaning set forth in Section
        5(a).

       

      “Commitment”
means
        with respect to each Lender, the commitment of such Lender to make the Term
        Loan
        to the Borrowers in the amount set forth in Exhibit
        A
        hereto,
        as the same may be terminated or reduced from time to time in accordance
        with
        the terms of this Agreement.

       

      “Credit
        Party”
means
        each Borrower, any other Person primarily or secondarily, directly or
        indirectly, liable on any of the Obligations, or any other Person which has
        granted a Lien on any assets of such Person as collateral for any of the
        Obligations, and “Credit
        Parties”
means
        all of the foregoing Persons collectively.

       

      “Customer”
means
        any customer of any Borrower.

       

      “Debenture
        Documents”
means
        the Debenture Purchase Agreements and all debentures, security agreements,
        guarantees and other agreements executed and/or delivered in connection with
        the
        Debenture Indebtedness.

       

      “Debenture
        Indebtedness”
means
        Indebtedness of Parent (which is guaranteed by certain other Borrowers)
        evidenced by the debentures issued pursuant to the Debenture Purchase
        Agreements, as described in Item
        9 of the Addendum.

       

      “Debenture
        Intercreditor Agreement”
means
        that certain Debt Subordination and Intercreditor Agreement dated on or about
        the Agreement Date among Agent, for the benefit of the Agent and the Lenders,
        and the Debenture Purchasers.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      “Debenture
        Purchasers”
means
        the Purchasers under and as defined in the Debenture Purchase Agreements
        and any
        successor holders of Debenture Indebtedness permitted under the Debenture
        Intercreditor Agreement.

       

      “Debenture
        Purchase Agreements”
mean
        each of: (a) that certain Securities Purchase Agreement dated as of March
        11,
        2008, among Parent and the Debenture Purchasers party thereto, as modified
        and
        amended pursuant to that certain Consent, Waiver, Amendment and Exchange
        Agreement dated on or about the Agreement Date, pursuant to which Parent
        agrees
        to issue debentures to such Debenture Purchasers to cover the outstanding
        interest payable for the remainder of the terms of their original debentures
        and
        to cover the remaining penalties associated with failure to meet the maximum
        negotiated obligations pursuant to the Registration Rights Agreement between
        Parent and such Debenture Purchasers; (b) that certain Note Purchase Agreement
        dated as of September 25, 2008, between Parent and Aequitas Catalyst Fund,
        LLC
–Series B; (c) that certain Securities Purchase Agreement dated on or about
        the
        Agreement Date among Parent and the Debenture Purchasers party thereto; and
        (d)
        the Interest Purchase Agreement to the extent the same provides, for the
        issuance of a debenture to the Administrator in the original principal amount
        of
        $4,000,000.

       

      “Depository
        Bank”
shall
        mean The Private Bank and Trust Company, its successors and assigns, in its
        capacity as the provider of cash management services to the
        Borrowers.

       

      “Default”
has
        the
        meaning set forth in Section
        13(a).

       

      “EBITDA”
means
        for Borrowers on a consolidated basis, net income (excluding non-recurring
        gains
        and extraordinary gains) before provision for interest expense, taxes,
        depreciation, amortization, and financing and transaction fees relating to
        the
        initial closing of this Agreement and the Acquisition ,determined in accordance
        with GAAP, and excluding, in any event, any non-cash impact on income or
        loss
        from application of variable accounting rules or requirements, and any expenses
        associated with original issue discounts and Stock based
        compensation.

       

      “Employment
        Agreements”
means,
        collectively, the Employment Agreements between Parent and each of (i) Patrick
        C. Shutt, (ii) George A. King, (iii) Robert A. Pollan, (iv) Jim McDevitt,
        and
        (v) Chris Conant, each as attached hereto as Exhibit
        D.
        

       

      “Equipment”
means
        all of each Borrower’s machinery, apparatus, equipment, motor vehicles,
        tractors, trailers, rolling stock, fittings, fixtures and other tangible
        personal property of every kind and description, together with all parts,
        accessories and special tools and all increases and accessions thereto and
        substitutions and replacements therefor.

       

      “Excess
        Cash Flow”
means,
        with respect to any fiscal period for the Borrowers on a consolidated basis
        determined in accordance with GAAP, (a) EBITDA, plus
        (b) any
        net decrease (or minus any net increase) in Adjusted Working Capital during
        such
        period, minus
        (c) the sum of (i) the cash portion of interest actually paid during
        such period, (ii) the cash portion of income taxes paid during such period,
        (iii) all principal payments made in cash with respect of the Term Loan (if
        any), and (iv) the cash portion of capital expenditures made during such
        period and in accordance with Item
        21 of the Addendum.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      “Excluded
        Equipment”
means
        the Equipment owned by any Borrower or Vanco, as the case may be, and used
        in
        connection with the delivery of telecommunications services as part of the
        respective business operations of any Borrower or Vanco within the Applicable
        Authorization States.

       

      “Extraordinary
        Receipts”
means
        any cash received by a Borrower with respect to (a) federal and state tax
        refunds (but only to the extent such state tax refunds exceed $25,000, in
        the
        aggregate in any fiscal year), (b) pension plan reversions,
        (c) proceeds of insurance (including key man life insurance and, unless
        Agent provides its prior written consent otherwise, business interruption
        insurance, but excluding any casualty insurance), (d) judgments, proceeds
        of settlements or other consideration of any kind in connection with any
        cause
        of action, including without limitation, awards or settlements in respect
        of
        condemnation and eminent domain proceedings, (e) indemnity payments,
        (f) any purchase price adjustment received in connection with any purchase
        agreement (other than relating to ordinary purchases of goods and services
        in
        the ordinary course of business), excluding in all events, any future proceeds
        from the previous asset sale transactions involving Nexvu or FNS, and (g)
        at any
        time that a Default shall exist and at the sole discretion of Agent, any
        other
        cash received by a Borrower not in the ordinary course of business.

       

      “FCC”
means
        the U.S. Federal Communications Commission.

       

      “Final
        Closing”
means
        the release from escrow of the Purchased Membership Interests pursuant to
        the
        Acquisition Documents.

       

      “Funding
        Date”
means
        a
        date (i) no later than one (1) Business Day following the delivery of
        notification to the Agent, in form and substance satisfactory to Agent in
        its
        sole discretion, that the STA Requests (as such term is defined in the Interest
        Purchase Agreement) have been approved and (ii) on which satisfaction of
        the
        applicable conditions set forth in Item
        2 of the Addendum
        have
        occurred. 

       

      “GAAP”
means
        generally accepted accounting principles set forth in the opinions and
        pronouncements of the Accounting Principles Board of the American Institute
        of
        Certified Public Accountants and statements and pronouncements of the Financial
        Accounting Standards Board that are applicable to the circumstances as of
        the
        date of determination and applied on a consistent basis.

      


      “General
        Intangibles”
means
        all of each Borrower’s present and future general intangibles and all other
        presently owned or hereafter acquired intangible personal property of each
        Borrower (including payment intangibles, all rights under insurance policies
        and
        any and all choses or things in action, goodwill, patents and patent
        applications, trade names, servicemarks, trademarks and trademark applications,
        copyrights, blueprints, drawings, purchase orders, customer lists, monies
        due or
        recoverable from pension funds, route lists, infringement claims, software,
        computer programs, computer discs, computer tapes, literature, reports,
        catalogs, deposit accounts, tax refunds and tax refund claims) other than
        Goods
        and Accounts, as well as each Borrower’s books and records relating to any of
        the foregoing.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      “Goods”
means
        all of each Borrower’s present and hereafter acquired goods, as defined in the
        UCC, wherever located, including imbedded software to the extent included
        in
“goods” as defined in the UCC, manufactured homes, and standing timber that is
        to be cut and removed for sale.

      


      “Governing
        Documents”
shall
        mean, with respect to any Person, its certificate or articles of incorporation,
        certificate of formation, or, as the case may be, certificate of limited
        partnership, its by-laws, operating agreement or, as the case may be,
        partnership agreement or other constitutive documents and all shareholder
        agreements, voting trusts and similar arrangements applicable to any of its
        Stock.

       

      “Governmental
        Approvals”
means
        all authorizations, consents, approvals, licenses and exemptions of,
        registrations and filings with, and reports to, all governmental bodies,
        whether
        federal, state, local or foreign national or provincial and all agencies
        thereof, including, without limitation, any domestic and international Section
        214 authorizations from the FCC and certificates of public convenience and
        necessity or the equivalent from various state telecommunications regulatory
        commissions.

      


      “HSBC
        Account Control Agreement”
shall
        mean the Account Control Agreement dated on or about the Agreement Date,
        among
        the Agent, for the benefit of the Agent and the Lenders, the Borrowers and
        HSBC
        USA, National Association. 

       

      “Indebtedness”
shall
        mean the aggregate amount of, without duplication, (a) all obligations of
        each
        Borrower for borrowed money, (b) all obligations of each Borrower evidenced
        by
        bonds, debentures, notes or other similar instruments, (c) all obligations
        of
        each Borrower to pay the deferred purchase price of property or services
        (excluding trade payables that are aged less than ninety (90) days), (d)
        all
        Capitalized Lease Obligations of each Borrower, (e) all obligations or
        liabilities of any other Person secured by a Lien on any asset of any Borrower,
        whether or not such obligation or liability is assumed, (f) all obligations
        or
        liabilities of others guaranteed by any Borrower; and (g) any other obligations
        or liabilities which are required by GAAP to be shown as debt on the balance
        sheet of any Borrower.

       

      “Intellectual
        Property”
means
        any and all licenses, patents, copyrights, trademarks, designs and the goodwill
        associated with such trademarks.

       

      “Interest
        Expense”
means,
        for any period, the aggregate of the interest expense of the Borrowers for
        such
        period, determined on a consolidated basis in accordance with GAAP.

       

      “Interest
        Purchase Agreement”
means
        that certain Interest and Loan Purchase Agreement dated as of November 14,
        2008
        among CG Acquisition, Seller, and the Administrators party thereto.

       

      “Inventory”
means
        all of each Borrower’s inventory as defined in the UCC, together with all of
        each Borrower’s present and future inventory, including goods held for sale or
        lease or to be furnished under a contract of service and all of each Borrower’s
        present and future raw materials, work in process, finished goods, shelving
        and
        racking upon which the inventory is stored and packing and shipping materials,
        wherever located, and any documents of title representing any of the
        above.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      “Investment”
shall
        mean the purchase or acquisition of any capital stock, equity interest, or
        any
        obligations or other securities of, or any interest in, any Person, or the
        extension of any advance, loan, extension of credit or capital contribution
        to,
        any Person.

       

      “Lien”
means
        any
        security interest, security title, mortgage, deed to secure debt, deed of
        trust,
        lien, pledge, charge, conditional sale or other title retention agreement,
        or
        other encumbrance of any kind in respect of any property, including
        the interest of each lessor under any capitalized lease and the interest
        of any
        bondsman under any payment or performance bond, in, of or on any assets or
        properties of a Person, whether now owned or hereafter acquired and whether
        arising by agreement or operation of law.

       

      “Loan
        Documents”
means,
        collectively,
        this Agreement and all other agreements, instruments, certificates and other
        documents executed and/or delivered in connection with this Agreement, including
        collateral documents, security agreements, pledges, guaranties, mortgages,
        deeds
        of trust, assignments, subordination agreements, intercreditor agreements,
        warrants and registration rights agreements (it being understood, however,
        that
        any termination of this Agreement shall not terminate or otherwise limit
        Agent’s
        or any Lender’s rights under any such warrant, registration rights agreement or
        other related document unless Agent expressly so agrees in writing) and all
        other agreements executed or delivered by any Borrower or any other Credit
        Party
        or any Affiliate of any Borrower or any other Credit Party pursuant hereto
        or in
        connection herewith.

      


      “Magenta
        Account”
has
        the
        meaning set forth in Section
        7(k)(ii).

       

      “Magenta
        Three-Party Account Agreement”
shall
        mean the Three-Party Account Agreement dated on or about the Agreement Date,
        among the Agent, for the benefit of the Agent and the Lenders, Magenta and
        HSBC
        Bank, plc. 

       

      “Management
        Services Agreement”
means
        that certain Management Services Agreement dated as of November 14, 2008,
        among
        CG Acquisition, Seller, and the Administrators party thereto.

      


      “Material
        Adverse Effect”
shall
        mean any state of facts, events, changes or effects that is materially adverse
        to or materially impairs: (a) the business, results of operations, properties,
        assets, condition (financial or otherwise) or prospects of the Borrowers
        taken
        as a whole; (b) the ability of Borrowers to perform the Obligations in
        accordance with the terms of the Loan Documents, or the ability of Agent
        or any
        of the Lenders to enforce any of its rights or remedies with respect to the
        Obligations or under the Loan Documents; or (c) the Collateral (including
        the
        value and condition thereof) or Agent’s or any Lender’s Liens on the Collateral
        or the priority of such Liens.

       

      “Material
        Contract”
means,
        with respect to any Person, (i) each contract or agreement to which such
        Person
        or any of its Subsidiaries is a party involving aggregate consideration payable
        to or by such Person or such Subsidiary of $250,000 or more, (ii) the
        Acquisition Documents and (iii) all other contracts or agreements material
        to
        the business, operations, condition (financial or otherwise), performance,
        prospects or properties of such Person or such Subsidiary.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      “Monthly
        Recurring Circuit Revenue”
means
        the aggregate monthly invoice amount for all monthly billings issued by any
        of
        the Borrowers with respect to their circuit business. The monthly recurring
        circuit revenue will equal the total monthly billing amount determined as
        of the
        date the Borrowers issue their monthly invoices (usually the 1st
        day of
        the month).

       

      “Negotiable
        Collateral”
means
        all of each Borrower’s present and future letters of credit, advises of credit,
        notes, drafts, instruments, and documents, including, without limitation,
        bills
        of lading, leases, and chattel paper, and each Borrower’s books and records
        relating to any of the foregoing.

       

      “Net
        Cash Proceeds”
        means:

       

      (a) with
        respect to any sale or disposition by a Borrower of property or assets, the
        amount of cash proceeds received (directly or indirectly) from time to time
        (whether as initial consideration or through the payment of deferred
        consideration) by or on behalf of a Borrower, in connection therewith after
        deducting therefrom only (i) the amount of any Indebtedness secured by any
        Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or
        any Lender under this Agreement or the other Loan Documents and
        (B) Indebtedness assumed by the purchaser of such asset) which is required
        to be, and is, repaid in connection with such sale or disposition, (ii) 
all fees, commissions, and expenses related thereto and required to be paid
        by a
        Borrower in connection with such sale or disposition and (iii) taxes paid
        or payable to any taxing authorities by a Borrower in connection with such
        sale
        or disposition, in each case to the extent, but only to the extent, that
        the
        amounts so deducted are, at the time of receipt of such cash, actually paid
        or
        payable to a Person that is not an Affiliate of a Borrower, and are properly
        attributable to such transaction;

       

      (b) with
        respect to the issuance or incurrence of any Indebtedness by a Borrower,
        or the
        issuance by a Borrower of any shares of its Stock (excluding sales of Stock
        in
        the Parent pursuant to warrants or options in existence as of the date hereof),
        the aggregate amount of cash received (directly or indirectly) from time
        to time
        (whether as initial consideration or through the payment or disposition of
        deferred consideration) by or on behalf of a Borrower in connection with
        such
        issuance or incurrence, after deducting therefrom only (i) all fees,
        commissions, and expenses related thereto and required to be paid by a Borrower
        in connection with such issuance or incurrence, and (ii) taxes paid or payable
        to any taxing authorities by a Borrower in connection with such issuance
        or
        incurrence, in each case to the extent, but only to the extent, that the
        amounts
        so deducted are, at the time of receipt of such cash, actually paid or payable
        to a Person that is not an Affiliate of a Borrower, and are properly
        attributable to such transaction; and

       

      (c) with
        respect to any Extraordinary Receipts received by a Borrower, the amount
        of cash
        proceeds received (directly or indirectly) from time to time (whether as
        initial
        consideration or through the payment of deferred consideration) by or on
        behalf
        of a Borrower, in connection therewith after deducting therefrom only (i) 
all fees, commissions, and expenses related thereto and required to be paid
        by a
        Borrower in connection with such Extraordinary Receipts and (ii) taxes paid
        or payable to any taxing authorities by a Borrower in connection with such
        Extraordinary Receipts, in each case to the extent, but only to the extent,
        that
        the amounts so deducted are, at the time of receipt of such cash, actually
        paid
        or payable to a Person that is not an Affiliate of a Borrower, and are properly
        attributable to such Extraordinary Receipts.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      “New
        Lending Office”
has
        the
        meaning set forth in Section
        2(o).

      


      “Nexvu
        Stock Pledge Agreement”
means
        that certain Pledge Agreement dated as of the date hereof, granted by Nexvu
        in
        favor of Agent, on behalf of itself and the Lenders, with respect to its
        Stock
        in Nexvu Manager, Inc. and Nexvu APM, LLC. 

      


      “Obligations”
means
        all indebtedness, obligations and liabilities of each Credit Party to Agent,
        any
        of the Lenders, and any of their Affiliates, individually or collectively,
        under
        the Loan Documents, whether now existing or hereafter arising, whether presently
        contemplated or not, regardless of how the same arise, or whether evidenced
        by
        any instrument, agreement or book account, including, but not limited to,
        the
        Term Loan (including any modification, renewal or extension), and all interest,
        taxes, fees, charges, expenses, indemnity obligations and attorney’s fees
        (whether or not such attorney is a regularly salaried employee of Agent or
        any
        of the Lenders or any of their Affiliates) chargeable to any Credit Party
        or
        incurred by Agent or any of the Lenders under this Agreement or any other
        Loan
        Document.

       

      “Parent
        Stock Pledge Agreement”
means
        that certain Pledge Agreement of even date herewith granted by Parent in
        favor
        of Agent, on behalf if itself and the Lenders, with respect to its Stock
        in
        CentrePath, GCG, 20/20 Inc., FNS, Nexvu and CG Acquisition.

       

      “Participant
        Register”
has
        the
        meaning specified therefor in Section
        16(f)(vii).
        

      


      “Permitted
        Dispositions”
means
        (a) sales or other dispositions of Inventory and Equipment that is
        substantially worn, damaged, or obsolete or no longer used or usable in the
        business of the Borrowers, in each case, in the ordinary course of business
        and
        for fair consideration and on terms no less favorable to the Borrowers than
        would be obtainable in a comparable arm's length transaction with a Person
        that
        is not an Affiliate thereof, and (b) sales of Inventory to buyers in the
        ordinary course of business.

      


      “Permitted
        Indebtedness”
shall
        mean and include: (a) the Obligations; (b) Indebtedness arising from the
        endorsement of instruments in the ordinary course of business of a Borrower;
        (c)
        Subordinated Debt; (d) Indebtedness existing as of the date hereof to the
        extent listed on Item
        9
        of the Addendum;
        (e)
        Indebtedness in connection with purchase money security interests constituting
        Permitted Liens and Capitalized Leases not to exceed, in aggregated principal
        amount for all Borrowers on a consolidated basis, the amount set forth on
        Item
        20 of the Addendum
        at any
        one time outstanding; (f) Indebtedness consisting of reimbursement
        obligations under surety, indemnity, performance, release and appeal bonds
        and
        guarantees thereof and letters of credit issued to landlords in the ordinary
        course of business of a Borrower; and (g) extensions, refinancings, refundings,
        renewals, modifications, amendments and restatements of any Permitted
        Indebtedness that do not increase the principal amount or interest rate per
        annum thereof, shorten the maturity thereof or accelerate the principal payments
        thereof.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      “Permitted
        Investments”
shall
        mean and include: (a) deposit accounts with commercial banks organized under
        the
        laws of the United States or a state thereof to the extent such deposits
        are
        fully insured by the Federal Deposit Insurance Corporation in which Agent
        has a
        perfected, first-priority security interest, and up £75,000 at any time in the
        Magenta Account, as disclosed to Agent on Item
        14 of the Addendum,
        in the
        United Kingdom without such a security interest and provided such account
        shall
        be maintained at all times in accordance with the terms of Section
        7(k)(ii)
        of this
        Agreement; (b) Investments in money market accounts maintained by banks or
        financial institutions having a net worth of not less than $50,000,000 in
        which
        Agent has a perfected, first-priority security interest; (c) Investments
        in
        certificates of deposit maintained by banks or financial institutions having
        a
        net worth of not less than $50,000,000 in which Agent has a perfected,
        first-priority security interest; (d) Investments in marketable obligations
        issued or fully guaranteed by the United States, or any agency thereof, and
        maturing not more than one (1) year from the date of acquisition; (e)
        Investments in open market commercial paper rated at least “A1” or “P1” or
        higher by a national credit rating agency and maturing not more than one
        (1)
        year from the creation thereof; (f) Investments existing on the date hereof
        to
        the extent listed on Item
        7
        of the Addendum;
        (g)
        Investments pursuant to or arising under currency agreements or interest
        rate
        agreements entered into in the ordinary course of business of a Borrower,
        but
        only to the extent the same are entered into to hedge risk and not for
        speculation; (h) Investments not to exceed $100,000 in the aggregate in any
        fiscal year consisting of travel advances and employee relocation loans and
        other employee loans and advances in the ordinary course of business of the
        Borrowers; and (i) Investments (including debt obligations) received in
        connection with the bankruptcy or reorganization of customers or suppliers
        and
        in settlement of delinquent obligations of, and other disputes with, customers
        or suppliers arising in the ordinary course of business the
        Borrowers.

       

      “Permitted
        Liens”
means
        (a) Liens or charges for current taxes, assessments or other governmental
        charges which are not delinquent or remain payable without any penalty, or
        the
        validity of which is contested in good faith by appropriate proceedings upon
        stay of execution of the enforcement thereof and for which appropriate reserves
        have been established in accordance with GAAP; (b) deposits or pledges to
        secure
        (i) statutory obligations, (ii) surety or appeal bonds, (iii) bonds for release
        of attachment, stay of execution or injunction; (iv) the performance of bids,
        tenders or contracts (other than for the repayment of borrowed money); (v)
        indemnity, performance or other bonds for the performance of bids, tenders
        or
        contracts (other than for the repayment of borrowed money); and (vi) obligations
        to landlords in the ordinary course of business of the Borrowers; (c) statutory
        Liens on property arising in the ordinary course of business which, in the
        aggregate, do not materially impair the use of such property or materially
        detract from the value of such property; (d) Liens existing on the Agreement
        Date and described on Item
        1
        of the Addendum;
        (e)
        Liens on Equipment securing all or part of the purchase price of such Equipment;
        provided,
        however,
        that
        (i) such Lien is created contemporaneously with the acquisition of such
        Equipment, (ii) such Lien attaches only to the specific items of Equipment
        so
        acquired, and (iii) such Lien secures only the Indebtedness incurred to acquire
        such Equipment; (f) so long as the Debenture Intercreditor Agreement is in
        full
        force and effect, Liens on all or substantially all assets of Borrowers in
        favor
        of the Debenture Purchasers to secure the Debenture Indebtedness, including
        the
        indebtedness described in Item
        9 of the Addendum;
        (g)
        Liens arising from judgments, decrees or attachments that do not constitute
        a
        Default under this Agreement; and (h) Liens in favor of Agent or any of the
        Lenders securing any of the Obligations.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      “Person”
        means an
        individual, corporation, partnership, limited liability company, association,
        trust, unincorporated organization, government or any agency or political
        subdivision thereof, or any other entity.

      


      “PIK
        Interest”
has
        the
        meaning set forth in the definition of “Applicable Margin”.

      


      “Prime
        Rate”
means,
        at any time, the rate of interest noted in The
        Wall Street Journal,
        Money
        Rates section, as the “Prime Rate” (currently defined as the base rate on
        corporate loans posted by at least 75% of the nation’s thirty (30) largest
        banks). In the event that The
        Wall Street Journal
        quotes
        more than one rate, or a range of rates, as the Prime Rate, then the Prime
        Rate
        shall mean the average of the quoted rates. In the event that The
        Wall Street Journal
        ceases
        to publish a Prime Rate, then the Prime Rate shall be the average of the
        three
        (3) largest U.S. money center commercial banks, as determined by Agent.
        Notwithstanding the foregoing, for purposes of this Agreement, at no time
        shall
        the Prime Rate be less than five percent (5.0%) per annum. The Prime Rate
        may
        not be the lowest or best rate at which Agent calculates interest or the
        Lenders
        extend credit. Any change in the Prime Rate shall be effective for purposes
        of
        calculating interest hereunder as of the date of such change. 

       

      “Private
        Bank Account Control Agreement”
shall
        mean the Account Control Agreement dated on or about the Agreement Date,
        among
        the Agent, for the benefit of the Agent and the Lenders, the Borrowers and
        the
        Depository Bank. 

       

      “Pro
        Rata Share”
means
        the percentage obtained by dividing (i) such Lender's Commitment, by (ii)
        the
        Total Commitment. 

      


      “Purchased
        Membership Interests”
means
        the membership interests of Vanco to be purchased by CG Acquisition pursuant
        to
        the Acquisition Documents.

       

      “Recurring
        Circuit Margin”
means
        for a particular measurement period (i) the difference between the Monthly
        Recurring Circuit Revenue for the months comprising such measurement period
        and
        (ii) the direct cost to Borrowers of any circuits included within Monthly
        Recurring Circuit Revenue for the months included within such measurement
        period, but excluding any costs which are non-recurring.

       

      “Register”
has
        the
        meaning set forth in Section
        16(f)(iv).
        

       

      “Registered
        Loan”
has
        the
        meaning set forth in Section
        16(f)(iv).
        

       

      “Required
        Lenders”
means
        Lenders whose Pro Rata Shares aggregate at least 50.1%. 

       

      “Related
        Fund”
means,
        with respect to any Person, an Affiliate of such Person, or a fund or account
        managed by such Person or an Affiliate of such Person. 

      


      “Seller”
means
        Vanco plc (in administration), a United Kingdom corporation.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      “Stock”
means
        all shares, options, warrants, general or limited partnership interests,
        membership interests or other equivalents (regardless of how designated)
        of or
        in a corporation, partnership, limited liability company or equivalent entity
        whether voting or nonvoting, including common stock, preferred stock or any
        other “equity security” (as such term is defined in Rule 3a11 of the General
        Rules and Regulations promulgated by the Securities and Exchange Commission
        under the Exchange Act) or equivalent securities issued by Magenta or any
        other
        foreign subsidiary.

       

      “Strategic
        Sourcing Business Unit”
means
        the segment of the Borrowers’ business that provides network services for
        clients, including design, installation, provisioning, management and monitoring
        of circuits.

       

      “Subordinated
        Debt”
means
        (a) so long as the Debenture Intercreditor Agreement remains in full force
        and
        effect, the Debenture Indebtedness, and (b) all of the Indebtedness owed
        by any
        Borrower to any other Person, the repayment of which is subordinated to the
        repayment of the Obligations pursuant to the terms of a subordination agreement
        approved by Agent and the Required Lenders in writing in their sole
        discretion.

      


      “Subsidiary”
means,
        with respect to any Person, (a) any corporation of which an aggregate of
        more
        than 50% of the outstanding Stock having ordinary voting power to elect a
        majority of the board of directors of such corporation (irrespective of whether,
        at the time, Stock of any other class or classes of such corporation shall
        have
        or might have voting power by reason of the happening of any contingency)
        is at
        the time, directly or indirectly, owned legally or beneficially by such Person
        or one or more Subsidiaries of such Person, or with respect to which any
        such
        Person has the right to vote or designate the vote of more than 50% or more
        of
        such Stock whether by proxy, agreement, operation of law or otherwise, and
        (b)
        any partnership or limited liability company in which such Person and/or
        one or
        more Subsidiaries of such Person shall have an interest (whether in the form
        of
        voting or participation in profits or capital contribution) of more than
        50% or
        of which any such Person is a general partner or managing member or may exercise
        the powers of a general partner whether directly or indirectly, and (c) any
        other Person (other than a corporation, limited liability company or
        partnership) in which such Person, a Subsidiary of such Person or such Person
        and one or more Subsidiaries of such Person, directly or indirectly, at the
        date
        of determination thereof, has (a) at least a majority ownership interest
        or (b)
        the power to elect or direct the election of a majority of the directors
        or
        other governing body of such Person.

       

      “Term
        Loan”
has
        the
        meaning set forth in Section
        2(a).

       

      “Term
        Note”
has
        the
        meaning set forth in Section
        2(b).

       

      “Total
        Commitment”
means
        the sum of the amounts of the Lenders' Commitments. 

       

      “Transferee”
has
        the
        meaning set forth in Section
        2(o).
        

      


      “UCC”
means
        the Uniform Commercial Code, as in effect from time to time, of the State
        of New
        York or of any other state the laws of which are required as a result thereof
        to
        be applied in connection with the issue of perfection of security interests;
        provided,
        however,
        that to
        the extent that the UCC is used to define any term herein or in any other
        documents and such term is defined differently in different Articles or
        Divisions of the UCC, the definition of such term contained in Article or
        Division 9 shall govern.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      Other
        Definitional Provisions.
        References to the “Addendum” or any “Section” or “Exhibit” refer to the Addendum
        or a section or exhibit, respectively, of this Agreement unless otherwise
        specifically provided. Any of the terms defined in Section 1
        may,
        unless the context otherwise requires, be used in the singular or the plural
        depending on the reference. In this Agreement: words importing any gender
        include the other genders; the words “including”, “includes” and “include” shall
        be deemed to be followed by the words “without limitation”; references to
        agreements and other contractual instruments shall be deemed to include
        subsequent amendments, assignments, and other modifications thereto, but
        only to
        the extent such amendments, assignments and other modifications are not
        prohibited by the terms of this Agreement; references to any Person includes
        their respective permitted successors and assigns or people succeeding to
        the
        relevant functions of such Persons; any and all terms which are defined in
        the
        UCC and are not defined herein shall be construed and defined in accordance
        with
        the definition of such terms under the UCC; all references to statutes and
        related regulations shall include any amendments of same and any successor
        statutes and regulations; all references to time of day shall refer to New
        York,
        New York time; and all references to financial calculations or statements
        on a
“consolidated” basis mean calculations or statements that reflect information
        and results with respect to Borrowers and no other Person. Unless otherwise
        specifically indicated, all monetary amounts and references herein refer
        to
        United States dollars, and all amounts to be loaned and paid hereunder shall
        be
        in United States dollars. In the event that Agent receives any payment in
        any
        currency other than United States dollars, Agent shall determine the conversion
        rate with respect to such amount in its reasonable discretion for purposes
        of
        determining the amount of the Obligations that have been satisfied.

      


      2. Borrowing
        and Terms of Payment.

       

      (a) The
        Term
        Loan.
        Subject
        to the terms and conditions set forth in this Agreement, each Lender,
        simultaneously and proportionately to their Pro Rata Shares of the Total
        Commitment, agrees to make a term loan in favor of the Borrowers to be funded
        on
        the Funding Date (the “Term
        Loan”).
        Any
        portion of the Total Commitment not funded on the Funding Date, shall not
        be
        available to the Borrowers without the Agent’s express written consent. Subject
        to satisfaction of the applicable conditions set forth in Item
        2 of the Addendum, on
        the
        Funding Date each
        Lender shall disburse the proceeds of the Term Loan to the Borrowers or as
        the
        Borrowers’ Agent shall request in writing. Amounts repaid in respect of the Term
        Loan may not be reborrowed.

       

      (b) The
        Term Note.
        The
        Term Loan shall be evidenced by separate promissory notes of the Borrowers
        in
        the form of Exhibit
        C
        attached
        hereto payable to each Lender (the “Term
        Note”)
        in the
        original principal amount of such Lender’s Commitment, dated as of the Agreement
        Date (or such other date on which a Lender may become a party hereto in
        accordance with Section
        16(f) hereof) and
        completed with appropriate insertions.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      (c) Mandatory
        Prepayments.
        

      


      (i) Immediately
        upon the receipt by any Borrower of the proceeds of any voluntary or involuntary
        sale or disposition by any Credit Party of property or assets (including
        casualty losses or condemnations but excluding sales or dispositions which
        qualify as Permitted Dispositions) (“Borrower
        Asset Sales”),
        Borrowers shall
        prepay the outstanding principal amount of the Obligations (including, without
        limitation, any fees pursuant to Section
        3(c)
        due and
        payable on the amount so prepaid) in an amount equal to 100% of the Net Cash
        Proceeds (including
        condemnation awards and payments in lieu thereof) received
        by such Person in connection with such Borrower Asset Sale; provided
        that,
        solely in respect of any Borrower Asset Sales, so long as (A) no Default
        shall have occurred and is continuing, (B) Borrower’s Agent shall have
        given Agent prior written notice of Borrowers’ intention to apply such monies to
        the costs of replacement of the properties or assets that are the subject
        of
        such sale or disposition, (C) the monies are held in a cash collateral
        account in which Agent, for the benefit of the Agent and the Lenders has
        a
        perfected first priority security interest, and (D) Borrowers complete such
        replacement, purchase, or construction within 90 days after the initial receipt
        of such monies, Borrowers shall have the option to apply such monies to the
        costs of replacement of the property or assets that are the subject of such
        sale
        or disposition unless and to the extent that such applicable period shall
        have
        expired without such replacement, purchase or construction being made or
        completed, in which case, any amounts remaining in the cash collateral account
        shall be paid to Agent for application against the Obligations. Nothing
        contained in this Section
        2(c)(i) shall
        permit any Borrower to sell or otherwise dispose of any property or assets
        other
        than in accordance with the terms and conditions of this Agreement.

       

      (ii) Immediately
        upon the receipt by any Borrower of any Extraordinary Receipts, Borrowers
        shall
        prepay the outstanding principal amount of the Obligations (including, without
        limitation, any fees pursuant to Section
        3(c)
        due and
        payable on the amount so prepaid) in an amount equal to 100% of the Net Cash
        Proceeds received by such Person in connection with such Extraordinary
        Receipts.

      


      (iii) Immediately
        upon the issuance or incurrence by any Borrower of any Indebtedness (other
        than
        Indebtedness permitted hereunder) or the issuance by any Borrower of any
        shares
        of such Borrower’s Stock (excluding sales of Stock of the Parent pursuant to
        warrants or options in existence as of the date hereof) Borrowers shall prepay
        the outstanding principal amount of the Obligations (including, without
        limitation, any fees pursuant to Section
        3(c)
        due and
        payable on the amount so prepaid) in an amount equal to 100% of the Net Cash
        Proceeds received by such Person in connection with such issuance or incurrence.
        The provisions of this Section
        2(c)(iii)
        shall
        not be deemed to be implied consent to any such issuance or incurrence otherwise
        prohibited by the terms and conditions of this Agreement.

      


      (iv) No
        later
        than two (2) Business Days following
        the receipt by any Borrower of any BT Receivable Payment, Borrowers shall
        prepay
        the outstanding principal amount of the Obligations in an amount equal to
        sixty-six percent (66%) of the BT Receivable Payment received by such Person.
        A
        payment hereunder shall not constitute a prepayment for purposes of any fees
        payable under Item
        5 of the Addendum.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      (v) Within
        ten (10) days following delivery to Agent and the Lenders of Borrowers’ monthly
        financial statements pursuant to Section
        9(a)
        for the
        month ended December 31, 2009 or, if such financial statements are not delivered
        to Agent and the Lenders on the date such statements are required to be
        delivered pursuant to Section
        9(a),
        ten
        (10) days after the date such statements are required to be delivered to
        Agent
        and the Lenders pursuant to Section
        9(a),
        Borrowers shall prepay the outstanding principal amount of the Obligations
        in an
        amount equal to 50% of the Excess Cash Flow of the Borrowers for fiscal year
        2009. If the information in the Borrowers’ audited financial statements
        delivered pursuant to Section
        9(a)
        for
        fiscal year 2009 proves to be incorrect such that the Borrowers have
overpaid
        the
        Excess Cash Flow payment referred to herein, then the Agent shall credit
        such
        overpayment to any interest then due and payable, if any, or the Borrowers’ next
        scheduled payment of interest if no interest is then due and payable. If
        the
        information in the Borrowers’ audited financial statements delivered pursuant to
Section
        9(a)
        for
        fiscal year 2009 proves to be incorrect such that the Borrowers have
underpaid
        the
        Excess Cash Flow payment referred to herein, then the amount of such
        underpayment shall be immediately due and payable in cash to the Agent for
        application to any outstanding Obligations. A
        payment
        hereunder shall not constitute a prepayment for purposes of any fees payable
        under Item
        5 of the Addendum.

      


      (d) Voluntary
        Prepayments.
        Borrowers may prepay the principal balance of the Term Loan in whole or in
        part
        at any time upon at least 30 days’ prior written notice from Borrowers’
Agent
        to Agent (which notice, once given shall be irrevocable). Any such prepayment
        of
        principal shall be accompanied by accrued interest on the amount so prepaid
        and
        any
        fees pursuant to Section
        3(c)
        due and
        payable on the amount so prepaid. Any portion of the Term Loan prepaid hereunder
        may not be reborrowed.

       

      (e) Conditions
        to Obligation to Making of the Term Loan.
        Borrowers
        acknowledge that Lenders’ obligation to make the Term Loan to Borrowers is
        subject to the following terms and conditions:

       

      (i) Agent
        has
        no
        obligation to make the Term Loan to Borrowers or to extend any other financial
        accommodation to any Borrower unless and until (A) Borrowers
        deliver
        to Agent, in form and substance satisfactory to Agent in its discretion,
        each
        agreement, instrument, legal opinion and other document specified on
Item
        2
        of the Addendum, and
        (B)
        each other condition precedent specified on Item
        2
        of the Addendum has
        been
        satisfied in a manner satisfactory to Agent in Agent’s sole discretion. Once the
        conditions described in this Section
        2(e) have
        been
        satisfied in Agent’s sole and absolute discretion, Agent shall provide Lender
        with a letter confirming same.

       

      (ii) Lenders’
        obligation to make the Term Loan to Borrowers and extend other financial
        accommodations to Borrowers is subject to the conditions that, as of the
        Agreement Date, (A) no Default will have occurred and be continuing hereunder,
        (B) there will have occurred no event or circumstance which has had or which
        could reasonably be expected to have a Material Adverse Effect, (C) Borrowers’
        representations and warranties set forth in this Agreement and the other
        Loan
        Documents will be true and correct and (D) the Borrowers’ application for
        Special Temporary Authority has been approved by the applicable governmental
        authorities, as defined and described in the Interest Purchase
        Agreement.


      
        
          
          

        

        
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      (f) Repayment
        of Term Loan.
        The
        entire outstanding principal balance of the Term Loan, together with all
        accrued
        and unpaid interest and all other outstanding Obligations, shall be due and
        payable on the Termination Date as provided for in Item
        3 of the Addendum,
        unless
        sooner due as a result of acceleration or demand hereunder.  Borrowers
        shall
        make each payment required hereunder or under any other Loan Document without
        setoff, deduction or counterclaim. All payments by Borrowers shall be made
        to
        Agent’s for the account of the Lenders or as otherwise directed by the Agent in
        writing from time to time and shall be made in immediately available funds,
        no
        later than 2:00 p.m. (New York City time) on the date specified herein. Any
        payment received by Agent (or such Person to whom the Agent has directed
        payment) later than 2:00 p.m. (New York City time), shall be deemed to have
        been received on the following Business Day and any applicable interest or
        fee
        shall continue to accrue until such following Business Day. 

       

      (g) Maturity.
        This
        Agreement will continue in full force and effect from the Agreement Date
        until
        the Termination Date provided for in Item
        3
        of the Addendum.

       

      (h) Termination
        on Default.
        Notwithstanding the foregoing, should a Default occur and be continuing,
        Agent
        will have the right to terminate this Agreement at any time without
        notice.

       

      (i) Survival.
        Notwithstanding termination, all the terms, conditions, and provisions hereof
        (including Agent’s security interest in the Collateral, but excluding any
        obligations of Agent hereunder) will continue to be fully operative until
        all
        Obligations have been fully disposed of, concluded, paid, satisfied, and
        liquidated (other than inchoate indemnification obligations, unless Agent
        determines in its reasonable discretion that any such indemnification
        obligations are likely to become actual obligations and obligations under
        the
        warrant and registration rights agreement issued or executed in connection
        herewith). All indemnification obligations of Borrowers hereunder and under
        the
        other Loan Documents shall survive termination of this Agreement and the
        other
        Loan Documents.

       

      (j) Borrowers’
        Agent.
        Each
        Borrower other than Parent hereby appoints Parent, and Parent shall act under
        this Agreement and the other Loan Documents, as, the agent, attorney-in-fact
        and
        legal representative of all Borrowers for all purposes, including receiving
        account statements and other notices and communications to Borrowers (or
        any of
        them) from Agent. Agent, and each of the Lenders, may rely, and shall be
        fully
        protected in relying, on any disbursement instruction, report, information
        or
        any other notice or communication made or given by Parent, whether in its
        own
        name, as Borrowers’ Agent, or on behalf of one or more Borrowers, and Agent and
        each of the Lenders, shall not have any obligation to make any inquiry or
        request any confirmation from or on behalf of any other Borrower as to the
        binding effect on it of any such request, instruction, report, information,
        other notice or communication, nor shall the joint and several character
        of
        Borrowers’ obligations hereunder be affected, provided, that the provisions of
        this paragraph shall not be construed so as to preclude any Borrower from
        taking
        actions permitted to be taken by a “Borrower” hereunder.


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      (k) Joint
        and Several Liability.

      


      (i) The
        Term
        Loan made to Borrowers and all of the other Obligations of Borrowers, including
        all interest, fees and expenses with respect thereto, shall constitute one
        joint
        and several direct and general obligation of all Borrowers. Notwithstanding
        anything to the contrary contained herein, each Borrower shall be jointly
        and
        severally, with each other Borrower, directly and unconditionally liable
        to
        Agent and each of the Lenders for all Obligations, it being understood that
        the
        Term Loan to each Borrower inures to the benefit of all Borrowers, and that
        Agent and each of the Lenders are relying on the joint and several liability
        of
        Borrowers as co-makers in extending the Term Loan hereunder. Each Borrower
        hereby unconditionally and irrevocably agrees that upon default in the payment
        when due (whether at stated maturity, by acceleration or otherwise) of any
        principal of, or interest on, any Obligation payable to Agent or any of the
        Lenders, it will forthwith pay the same, without notice or demand, unless
        such
        payment is then prohibited by application of law (provided such Obligation
        shall
        not be extinguished by any such prohibition).

      


      (ii) No
        payment or payments made by any Borrower or any other Person or received
        or
        collected by Agent from any Borrower or any other Person by virtue of any
        action
        or proceeding or any setoff or appropriation or application at any time or
        from
        time to time in reduction of or in payment of the Obligations shall be deemed
        to
        modify, reduce, release or otherwise affect the liability of each Borrower
        under
        this Agreement, and each Borrower shall remain liable for all of the remaining
        Obligations until the Obligations are paid in full.

      


      (l) Obligations
        Absolute.
        Each
        Borrower agrees that the Obligations will be paid strictly in accordance
        with
        the terms of the Loan Documents, regardless of any law, regulation or order
        now
        or hereafter in effect in any jurisdiction affecting any of such terms or
        the
        rights of Agent or any of the Lenders with respect thereto, unless such payment
        is then prohibited by applicable law (provided such Obligation shall not
        be
        extinguished by any such prohibition.) All Obligations shall be conclusively
        presumed to have been created in reliance hereon. The Obligations and other
        liabilities under this Agreement and the other Loan Documents shall be absolute
        and unconditional irrespective of: (i) any lack of validity or
        enforceability of any Loan Document or any other agreement or instrument
        relating thereto; (ii) any change in the time, manner or place of payments
        of, or in any other term of, all or any part of the Obligations, or any other
        amendment or waiver thereof or any consent to departure therefrom, including
        any
        increase in the Obligations resulting from the extension of additional credit
        to
        any Borrower or otherwise; (iii) any taking, exchange, release of or
        non-perfection in any Collateral, or any release or amendment or waiver of
        or
        consent to departure from any guaranty for all or any of the Obligations;
        (iv) any change, restructuring or termination of the corporate or limited
        liability structure or existence of any Borrower; or (v) any other
        circumstance which may otherwise constitute a defense available to, or a
        discharge of, any Borrower. This Agreement shall continue to be effective
        or be
        reinstated, as the case may be, if at any time any payment of any of the
        Obligations is rescinded or must otherwise be returned by Agent or any of
        the
        Lenders upon the insolvency, bankruptcy or reorganization of any Borrower
        or
        otherwise, all as though such payment had not been made.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (m) Waiver
        of Suretyship Defenses.
        Each
        Borrower agrees that the joint and several liability of Borrowers provided
        for
        in this Agreement shall not be impaired or affected by any modification,
        supplement, extension or amendment of any contract or agreement to which
        one or
        more other Borrowers may hereafter agree (other than an agreement signed
        by
        Agent specifically releasing such liability), nor by any delay, extension
        of
        time, renewal, compromise or other indulgence granted by Agent with respect
        to
        any of the Obligations, nor by any other agreements or arrangements whatever
        with one or more other Borrowers or with any other Person, each Borrower
        hereby
        waiving all notice of such delay, extension, release, substitution, renewal,
        compromise or other indulgence, and hereby consenting to be bound thereby
        as
        fully and effectually as if it had expressly agreed thereto in advance. The
        liability of each Borrower is direct and unconditional as to all of the
        Obligations and may be enforced without requiring Agent first to resort to
        any
        other right, remedy or security. Each Borrower hereby expressly waives
        promptness, diligence, notice of acceptance and any other notice (except
        to the
        extent expressly provided for herein or in another Loan Document) with respect
        to any of the Obligations, this Agreement or any other Loan Document and
        any
        requirement that Agent protect, secure, perfect or insure any Lien or any
        property subject thereto or exhaust any right or take any action against
        any
        Borrower or any other Person or any Collateral.

      


      (n) Contribution
        and Indemnification among Borrowers.
        Each
        Borrower is obligated to repay the Obligations as joint and several obligors
        under this Agreement. To the extent that any Borrower shall, under this
        Agreement as a joint and several obligor, repay any of the Obligations
        constituting any of the Term Loan made to another Borrower hereunder or other
        Obligations incurred directly and primarily by any other Borrower (an
“Accommodation
        Payment”),
        then,
        to the extent that such Borrower has not received the benefit of such repaid
        Obligations (whether through an inter-company loan or otherwise), the Borrower
        making such Accommodation Payment shall be entitled to contribution and
        indemnification from, and be reimbursed by, each of the other Borrowers in
        an
        amount, for each of such other Borrowers, equal to a fraction of such
        Accommodation Payment, the numerator of which fraction is such other Borrower’s
        Allocable Amount (as defined below) and the denominator of which fraction
        is the
        sum of the Allocable Amounts of all of the Borrowers. As of any date of
        determination, the “Allocable
        Amount”
of
        each
        Borrower shall be equal to the greater of (i) the amount of such repaid
        Obligations actually received by such Borrower (whether through an inter-company
        loan or otherwise), and (ii) the maximum amount of liability for Accommodation
        Payments which could be asserted against such Borrower hereunder without
        (x)
        rendering such Borrower “insolvent” within the meaning of Title 11 of the United
        States Code (the “Bankruptcy
        Code”),
        Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”),
        or
        Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”),
        (y) leaving such Borrower with unreasonably small capital or assets, within
        the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA,
        or Section 4 of the UFCA, or (z) leaving such Borrower unable to pay
        its debts as they become due within the meaning of Section 548 of the Bankruptcy
        Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and
        claims of contribution, indemnification and reimbursement under this paragraph
        shall be subordinate in right of payment to the prior payment in full of
        the
        Obligations.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (o) Non-U.S.
        Lender.
        Each
        Lender (or any transferee or assignee thereof, including a participation
        holder
        (any such entity, a “Transferee”),
        that
        is organized under the laws of a jurisdiction other than the United States,
        any
        State thereof or the District of Columbia (a “NonU.S.
        Lender”)
        shall
        deliver to the Agent and the Borrowers two properly completed and duly executed
        copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
        or,
        in the case of a Non-U.S. Lender claiming exemption from U.S. Federal
        withholding tax under Section 871(h) or 881(c) of the Code with respect to
        payments of “portfolio interest”, a Form W-8BEN, or any subsequent versions
        thereof or successors thereto (and, if such Non-U.S. Lender delivers a Form
        W-8,
        a certificate representing that such Non-U.S. Lender is not a bank for purposes
        of Section 881 (c) of the Internal Revenue Code, is not a 10-percent shareholder
        (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code)
        of the
        Parent and is not a controlled foreign corporation related to the Parent
        (within
        the meaning of Section 864(d)(4) of the Internal Revenue Code)), in each
        case
        claiming complete exemption from U.S. Federal withholding tax on payments
        by the
        Credit Parties under this Agreement. Such forms shall be delivered by each
        Non-U.S. Lender on or before the date it becomes a party to this Agreement
        (or,
        in the case of a Transferee that is a participation holder, on or before
        the
        date such participation holder becomes a Transferee hereunder) and on or
        before
        the date, if any, such Non-U.S. Lender changes its applicable lending office
        by
        designating a different lending office (a “New
        Lending Office”).
        In
        addition, each Non-U.S. Lender shall deliver such forms or any other forms
        required under applicable law within 20 days after receipt of a written request
        therefor from the Borrowers or the Agent. Notwithstanding any other provision
        of
        this Section
        2(o),
        a
        Non-U.S. Lender shall not be required to deliver after the date hereof any
        form
        pursuant to this Section
        2(o)
        that
        such Non-U.S. Lender is not legally able to deliver. 

      


      
        	
              	3.	
                Interest
                  and Fees.

              


      

      


      (a) Interest
        on the Term Loan.
        The
        Term Note shall bear interest at the Applicable Rate. Interest on the Term
        Note
        shall be computed on the basis of the actual number of days elapsed over
        a year
        of 360 days. All accrued interest on the Term Note shall be payable monthly
        in
        arrears, in cash or in PIK Interest, as specified in the definition of
        Applicable Margin. 

       

      (b) Default
        Interest.
        To the
        extent permitted by law and without limiting any other right or remedy of
        Agent
        or any of the Lenders hereunder, whenever there is a Default under this
        Agreement, the rate of interest on the unpaid principal balance of the
        Obligations shall, at the option of Agent or the Required Lenders, be increased
        by adding the default margin identified on Item
        4
        of the Addendum
        to the
        interest rate otherwise in effect hereunder. In addition, upon the occurrence
        and during the continuation of a Default under this Agreement, all accrued
        PIK
        Interest shall immediately become due and payable in full and without any
        notice, demand or presentment of any kind notwithstanding any acceleration
        by
        the Required Lenders hereunder. Agent may charge such default interest rate
        retroactively beginning on the date the applicable Default first occurred
        or
        existed. Borrowers acknowledge that: (i) such additional rate is a material
        inducement to Lenders to make the Term Loan described herein; (ii) Lenders
        would
        not have made the Term Loan in the absence of the agreement of Borrowers
        to pay
        such additional rate; (iii) such additional rate represents compensation
        for
        increased risk to Lenders that the Term Loan will not be repaid; and (iv)
        such
        rate is not a penalty and represents a reasonable estimate of (A) the cost
        to
        Agent and each of the Lenders in allocating its resources (both personnel
        and
        financial) to the ongoing review, monitoring, administration and collection
        of
        the Term Loan, and (B) compensation to Agent and each of the Lenders for
        losses
        that are difficult to ascertain. In the event of termination of this Agreement
        by either party hereto, Agent’s and each of the Lenders’ entitlement to this
        charge will continue until all Obligations are paid in full.

       

      (c) Fees.
        Borrowers will pay to Agent (to be allocated among the Lenders in accordance
        with their Pro Rata Shares) the fees set forth in Item
        5
        of the Addendum.


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      (d) No
        Usury.
        Borrowers acknowledge that Agent does not intend to reserve, charge or collect
        interest on money borrowed under this Agreement at any rate in excess of
        the
        rates permitted by applicable law and that, should any interest rate provided
        for in this Agreement exceed the legally permissible rate(s), the rate will
        automatically be reduced to the maximum rate permitted under applicable law.
        If
        Agent should collect any amount from Borrowers which, if it were interest,
        would
        result in the interest rate charged hereunder exceeding the maximum rate
        permitted by applicable law, such amount will be applied to reduce principal
        of
        the Obligations or, if no Obligations remain outstanding, will be refunded
        to
        Borrowers.

      


      
        	
              	4.	
                Representations
                  and Warranties of Borrowers.

              


      

       

      (a) Authority,
        Compliance with Laws, Litigation, No Material Adverse Change,
        Etc.
        Borrowers represent and warrant to Agent and the Lenders that: (i) the exact
        legal name, type of organization, jurisdiction of organization and
        organizational identification number of each Borrower are fully and accurately
        set forth on Item
        6
        of the Addendum,
        and
        each Borrower is duly organized and validly existing under the laws of its
        jurisdiction of organization; (ii) the execution, delivery, and performance
        of
        this Agreement and the other Loan Documents are within each Borrower’s corporate
        or limited liability company powers, have been duly authorized by all necessary
        corporate or limited liability company action, do not violate (A) any Borrower’s
        constituent documents, any law or regulation, including without limitation,
        (B)
        any law or regulation relating to occupational health and safety or protection
        of the environment, applicable to any Borrower, or any indenture, agreement,
        or
        undertaking to which any Borrower is a party or by which any Borrower or
        any
        Borrower’s property is bound, except where such violation could not reasonably
        be expected to have a Material Adverse Effect; (iii) this Agreement and the
        other Loan Documents to which any Borrower is a party constitute valid, binding
        and enforceable obligations of each Borrower party thereto in accordance
        with
        the terms hereof and thereof, except as enforceability may be limited by
        bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar
        laws
        applicable to creditors’ rights generally or by generally applicable equitable
        principles affecting the enforcement of creditors’ rights; (iv) no Borrower has
        any subsidiaries or other investments in other Persons, except as set forth
        on
Item
        7
        of the Addendum
        and
        except for other Permitted Investments; (v) except as set forth on Item
        29 of the Addendum,
        each
        Borrower is in compliance in all material respects with all laws, rules and
        regulations applicable to such Borrower, including laws, rules or regulations
        concerning the environment, occupational health and safety and pensions or
        other
        employee benefits; (vi) except as set forth on Item
        

       

      8
        of the Addendum,
        there
        is no litigation or investigation pending against any Borrower (or, so far
        as
        any Borrower is aware, threatened) which, if it were decided adversely to
        such
        Borrower, could reasonably be expected to have a Material Adverse Effect
        (taking
        into account any insurance coverage that has been acknowledged by the insurer);
        (vii) other than debt that is to be repaid from the Term Loan hereunder,
        no
        Borrower is indebted to any other Person for money borrowed nor has any Borrower
        issued any guaranty of payment or performance by any other Person, except
        for
        Permitted Indebtedness; (viii) since the date of the financial statements
        of
        Borrowers most recently delivered to Agent, there has been no material adverse
        change in any Borrower’s business, any Borrower’s financial or operational
        condition or any Borrower’s business prospects; and (ix) each Borrower is, and
        after giving effect to the consummation of the Acquisition, the incurrence
        of
        the Term Loan under this Agreement and the application of the proceeds of
        such
        Term Loan, the Borrowers, on a consolidated basis, will be, solvent and will
        have sufficient revenues to pay the Borrowers’ obligations as they come due and
        adequate capital with which to conduct the Borrowers’ business, all determined
        on a consolidated basis.


      
        
          
          

        

        
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      (b) Title
        to Assets, Other Collateral Matters.
        Borrowers represent and warrant to Agent and the Lenders that: (i) subject
        to
        the escrow established for the Purchased Membership Interests pursuant to
        the
        Acquisition Documents, Borrowers have good and marketable title to the
        Collateral, free of all Liens except for Permitted Liens, and no financing
        statement, mortgage, notice of Lien, deed of trust, security agreement, or
        any
        other agreement or instrument creating or giving notice of any Lien against
        any
        of the Collateral has been signed, authorized or delivered by any Borrower,
        except in Agent’s favor for the benefit of the Agent and the Lenders, and except
        with respect to Permitted Liens; (ii) the Accounts are not subject to any
        material dispute, claim or right of offset and are validly owing by the
        applicable Customers and, subject to immaterial exceptions, are collectible
        by
        Borrowers in the ordinary course of business; (iii) all Inventory is in good
        condition, meets all applicable governmental standards and is currently usable
        or saleable in the ordinary course of the applicable Borrower’s business for a
        price approximating at least such Borrower’s cost thereof; (iv) all Equipment is
        in good condition and state of repair, ordinary wear and tear excepted; (v)
        all
        Collateral meets applicable government standards in all material respects;
        (vi)
        in the past five years, except as set forth on Item
        9
        of the Addendum
        (A) no
        Borrower has used any other legal, trade or fictitious names, and (B) other
        than
        the Acquisition, no Borrower has been a party to any merger or purchased
        assets
        from any other Person other than in the ordinary course of business; and
        (vii)
        the chief executive office and principal place of business of each Borrower,
        all
        Inventory, all Equipment and all other Collateral is located at the addresses
        (including the county) set forth on Item
        11
        of the Addendum and
        has
        not been located at any other location during the five year period prior
        to the
        Agreement Date.

       

      (c) Ownership
        Structure. Borrowers
        represent and warrant that Item
        12
        of the Addendum
        accurately describes the ownership of each Borrower’s
        capital stock, membership interests or other equity interests.

       

      (d) Acquisition.
        Borrowers
        represent and warrant to Agent and the Lenders that (i) Borrowers
        have
        furnished to Agent true, complete and correct copies of all of the Acquisition
        Documents (including any schedules, exhibits and annexes thereto) as in effect
        on the date hereof; (ii) none of the Acquisition Documents has been amended,
        supplemented or modified; (iii) the Acquisition Documents constitute the
        complete understanding among the parties thereto in respect of the Acquisition
        and the other matters and transactions covered thereby; (iv) each Acquisition
        Document has been duly executed and delivered by the parties thereto and
        is a
        legal, valid and binding obligation of each such party, except as enforceability
        may be limited by bankruptcy, insolvency, reorganization, moratorium or other
        similar laws affecting creditors' rights generally or by general equitable
        principles; and (v) the Borrowers are not aware of any fact or circumstance
        that
        would prohibit the Acquisition from occurring including, without limitation,
        the
        Final Closing. 

      


      (e) Consummation
        of Transactions.
        Subject
        to the occurrence of the Final Closing upon satisfaction of the conditions
        precedent set forth in Section
        1.5
        of the
        Interest Purchase Agreement, Borrowers represent and warrant to Agent and
        the
        Lenders that, on
        the
        Agreement Date, the transactions contemplated by the Acquisition Documents
        will
        have been consummated in accordance with all applicable laws (except where
        such
        non-compliance could not reasonably be expected to have a Material Adverse
        Effect) and, except as consented to in writing by Agent, in the manner provided
        therein in accordance with the terms thereof without any material waivers
        or
        amendments thereto, and each of the material conditions to such consummation
        set
        forth in the Acquisition Documents shall have been fulfilled without any
        waiver
        of any such material conditions. Agent acknowledges that the Purchased
        Membership Interests shall be held in escrow pursuant to the satisfaction
        of
        certain conditions specified in the Interest Purchase Agreement, and Borrowers
        represent and warrant to Agent and Lenders that (i) the Purchased Membership
        Interests will be owned by CG Acquisition free of such escrow arrangement
        or any
        claim by Seller no later than 90 days after the Agreement Date, and (ii)
        the
        Seller has no right to remove the Purchased Membership Interests from such
        escrow arrangement or otherwise reclaim the Purchased Membership Interests
        or
        prevent CG Acquisition from becoming the absolute owner thereof no later
        than 90
        days following the Agreement Date.


      
        
          
          

        

        
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      (f) Licenses
        and Governmental Approvals.
        Borrowers represent and warrant to Agent and Lenders that, except for those
        Governmental Approvals the absence of which could not reasonably be expected
        to
        have a Material Adverse Effect, (i) each Borrower has all
        Governmental Approvals required by applicable law in order to operate its
        business; (ii) all such Governmental Approvals are in full force and effect;
        and
        (iii) Agent and each of the Lenders are not required to obtain any such
        Governmental Approval in order to enter into the transactions contemplated
        by
        this Agreement or to exercise their rights and remedies hereunder (including
        the
        liquidation of the Collateral and collecting the Accounts), except for such
        consents and approvals as may be required by the FCC or any state public
        service
        commission in connection with the transfer of control or assignment of a
        licensee of, or an authorization or license issued by such governmental entity
        to Vanco and as set forth on Item
        29 of the Addendum
        and
        except for such consents and approvals that that would be required under
        federal
        law for Agent and each of the Lenders to exercise their rights and remedies
        hereunder.

       

      (g) Additional
        Representations.
        Borrowers represent and warrant to Agent and the Lenders that: (i) no Borrower
        is engaged as one of such Borrower’s principal activities in owning, carrying or
        financing the purchase or ownership by others of “margin stock” (as defined in
        Regulation U of the Board of Governors of the Federal Reserve System); (ii)
        no
        Borrower owns any real property or leases any real property other than as
        listed
        on Item
        13
        of the Addendum;
        (iii) a
        true, correct and complete list of any warehousemen, processors, consignees
        or
        other bailees with possession or control of any Inventory is set forth on
        Item
        13
        of the Addendum;
        and
        (iv) a true, correct and complete list and brief description of all bank
        accounts maintained by each Borrower with any bank or financial institution
        is
        set forth on Item
        14
        of the Addendum.

       

      (h) Intellectual
        Property.
        Borrowers represent and warrant to Agent and the Lenders that, each Borrower
        owns, or holds licenses in, all trademarks, trade names, copyrights, patents,
        patent rights, and licenses that are necessary to the conduct of its business
        as
        currently conducted and as proposed to be conducted, and attached hereto
        as
Item
        15 of the Addendum
        is a
        true, correct, and complete listing of all patents, patent applications,
        trademarks, trademark applications, copyrights, and copyright registrations
        as
        to which a Borrower is the owner or is an exclusive licensee. There is no
        action, proceeding, claim or complaint pending or, to the best knowledge
        of
        Borrowers, after reasonable inquiry, threatened in writing to be brought
        against
        any Borrower which would be reasonably likely to jeopardize any of such Person’s
        interest in any of the foregoing licenses, patents, copyrights, trademarks,
        trade names, designs or applications.


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      (i) Leases.
        Borrowers represent and warrant that, each Borrower enjoys peaceful and
        undisturbed possession under all leases material to their business and to
        which
        they are parties or under which they are operating and all of such material
        leases are valid and subsisting and no material default by a Borrower exists
        under any of them. 

       

      (j) Material
        Contracts.
        Borrowers represent and warrant that, set forth on Item
        16 of the Addendum is
        a
        description of all Material Contracts of the Borrowers, showing the parties
        and
        principal subject matter thereof and amendments and modifications thereto.
        Except for matters which, either individually or in the aggregate, could
        not
        reasonably be expected to result in a Material Adverse Effect, each Material
        Contract (other than those that have expired at the end of their normal terms)
        (a) is in full force and effect and is binding upon and enforceable against
        the applicable Borrower and, to the best of Borrowers’ knowledge, each other
        Person that is a party thereto in accordance with its terms, (b) is not in
        default due to the action or inaction of any Borrower and (c) neither the
        consummation of the Acquisition, nor the consummation of the financing
        arrangements contemplated hereunder, will constitute or create a default
        or
        create a right of termination under any Material Contract.

       

      (k) Customers
        and Suppliers.
        Borrowers represent and warrant that, set forth on Item
        17 of the Addendum
        is a
        list of the top 20 largest customers of the Credit Parties and the top 20
        largest suppliers of Credit Parties, in each case for the year ended December
        31, 2007 and the six-month period ended June 30, 2008. Except as contemplated
        by
        the BT Receivables Agreement, there has not been, and none of Credit Parties
        have received notice of, any termination or cancellation of, or a materially
        adverse modification or change in, the business relationship with any of
        the 10
        largest customers and suppliers, and, to the knowledge of Credit Parties,
        such
        customers and suppliers intend to renew their customer or supplier contracts,
        as
        applicable, in the ordinary course and on terms as favorable as those currently
        in place. 

       

      (l) Taxes.
        Borrowers represent and warrant that, each of the Credit Parties has filed
        all
        federal, state, and other tax returns and reports required to be filed, and
        have
        paid all federal, state, and other taxes, assessments, fees and other
        governmental charges levied or imposed upon them or their properties, income
        or
        assets otherwise due and payable. 

       

      (m) FCC
        Licenses, Etc.
        Except
        for any change of control or similar applications to be filed with respect
        to
        Vanco as described in Item
        29 of the Addendum,
        Borrowers represent and warrant that, all FCC, state public utility commission
        and other required permissions and licenses are in good standing, and that
        Borrowers are not aware of any claim, purported claim or unrealized claim
        against the validity of the Borrowers’ ability to operate now and into the
        future under such existing licenses.

       

      (n) Working
        Capital.
        Borrowers represent and warrant that after giving effect to the transactions
        contemplated in the Debenture Documents and this Agreement (i) the Borrowers,
        on
        a consolidated basis, have not less than (a) ($8,453,687) in Adjusted Working
        Capital and (b) not less than $6,000,000 in cash;  and (ii) the aging
        and collectability of the Borrowers' accounts receivable is in all material
        respects similar to the aging and collectability of the accounts receivable
        reflected by the financial statements delivered to Agent pursuant to
Item
        2(p) of the Addendum. 


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      
        
          
            	
                  	5.	
                    Collateral.

                  


          


      

       

      (a) Grant
        of Security Interest.
        To
        induce the Lenders to accept this Agreement and to make the Term Loan to
        Borrowers, each Borrower hereby grants to Agent, for itself and as agent
        for
        each Lender, a security interest in, and assigns, mortgages and pledges to
        Agent, for itself and as agent for any each Lender, all of such Borrower’s
        right, title and interest in and to all of such Borrower’s property (other than
        Excluded Equipment), whether real or personal, tangible or intangible, now
        owned
        or existing or hereafter acquired or arising, including all of the following
        (collectively, the “Collateral”):

       

      (i) all
        Accounts, Inventory,
        Equipment (other than Excluded Equipment), Goods, General Intangibles,
        Intellectual Property and Negotiable Collateral;

       

      (ii) all
        investment property, securities and securities accounts and financial assets,
        as
        well as all bank and depository accounts and all funds on deposit
        therein;

       

      (iii) all
        chattel paper (whether tangible or electronic) and contract rights;

       

      (iv) all
        guaranties, collateral, Liens on real or personal property, leases, letters
        of
        credit, letter-of-credit rights, supporting obligations, and all other rights,
        agreements, and property securing or relating to payment of Accounts or any
        other Collateral;

       

      (v) all
        documents, books and records relating to any Collateral or to any Borrower’s
        business; 

       

      (vi) all
        Governmental Approvals and all proceeds from Governmental Approvals, but
        in each
        case only to the extent permitted under applicable law (including, without
        limitation, the Communications Act of 1934); 

       

      (vii) all
        other
        property of any Borrower now or hereafter in the possession or control of
        Agent
        or any of Agent’s Affiliates (including cash, money, credits and balances of any
        Borrower held by or on deposit with Agent or any Affiliate of Agent);


       

      (viii) all
        other
        assets of any Borrower in which Agent receives a security interest to secure
        all
        or part of the Obligations or which hereafter come into the possession, custody
        or control of Agent or any Affiliate of Agent;

      


      (ix) all
        of
        each Borrower’s commercial tort claims listed on (A) Item
        18
        of the Addendum (which
        Borrowers represent and warrant is a true, accurate and complete list of
        all of
        each Borrower’s commercial tort claims as of the Agreement Date) or (B) any
        other writing provided to Agent pursuant to Section
        7(g);
        and

      


      (x) all
        proceeds and products of all of the foregoing in any form, including amounts
        payable under any policies of insurance insuring all or any of the foregoing
        against loss or damage, all parts, accessories, attachments, special tools,
        additions, replacements, substitutions and accessions to or for all or any
        of
        the foregoing, all condemnation or requisition payments with respect to all
        or
        any of the foregoing and all increases and profits received from all or any
        of
        the foregoing.


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      (b) Obligations.
        Such
        grant, assignment, mortgage and transfer is made for the purpose of securing,
        and the Collateral secures and will continue to secure, all of the Obligations;
        provided that upon satisfaction of all Obligations other than inchoate
        indemnification obligations and obligations under the warrant or the
        registration rights agreement, the Lenders shall release any Liens in the
        Collateral.

       

      (c) Excluded
        Equipment.
        Borrowers agree that Agent shall automatically have a security interest in
        the
        Excluded Equipment promptly after receiving any Governmental Approvals required
        for the lawful grant of such security interest. Borrowers agree to execute
        and
        deliver to Agent such security agreements and other documents confirming
        such
        grant as Agent may reasonably request, but any failure to do so shall not
        limit
        Agent’s security interest therein pursuant to the first sentence of this
        paragraph. Each Borrower represents and warrants to Agent that it does not
        own
        any Excluded Equipment.

       

      6. Financial
        Covenants.
        Unless
        the Required Lenders shall otherwise consent in writing, the Borrowers, on
        a
        consolidated basis, shall comply with each of the financial covenants set
        forth
        on Item
        19
        of the Addendum.

       

      7. Collateral
        Covenants.
        So long
        as any principal of or interest on the Term Loan or any other Obligation
        (whether or not due) shall remain unpaid (other than inchoate indemnification
        obligations and obligations under the warrant or the registration rights
        agreement), the Borrowers shall comply with the covenants set forth in this
        Section
        7,
        unless
        the Required Lenders shall otherwise consent in writing. 

      


      (a) Accounts.
        Borrowers will notify Agent promptly of and settle all Customer disputes,
        but,
        if Agent so elects while a Default exists, Agent will have the right at all
        times to settle, compromise, adjust, or litigate all Customer disputes directly
        with the Customer or other complainant upon such terms and conditions as
        Agent
        deems advisable without incurring liability to any Borrower for Agent’s
        performance of such acts. Agent may, at any time and from time to time, contact
        Customers to verify Accounts and, while a Default exists, Agent may notify
        Customers of Agent’s security interest in the Accounts and instruct such
        Customers to pay such Accounts to one of the bank accounts listed on
Item
        14 of the Addendum.
        All of
        each Borrower’s books and records concerning Accounts and a copy of each
        Borrower’s general ledger will be maintained at the address of Borrowers’ chief
        executive office set forth on Item
        11
        of the Addendum.
        All
        Accounts will be, in all material respects and except as otherwise indicated
        in
        writing to Agent, bona fide and
        existing obligations of Customers arising out of the sale of goods and/or
        the
        rendering of services by Borrowers in the ordinary course of Borrowers’
business, owned by and owing to the applicable Borrower without defense,
        setoff
        or counterclaim, and will be subject to a perfected, first-priority security
        interest in Agent’s favor and will be free and clear of all Liens other than
        Permitted Liens.

       

      (b) Inventory.
        All
        Inventory will at all times be located at one of the Inventory locations
        set
        forth on Item
        11
        of the Addendum
        as the
        current location of Borrowers’ chief executive office or a current location of
        other Collateral set forth on the Addendum, will be subject to a perfected,
        first-priority security interest in Agent’s favor and will be free and clear of
        all Liens other than Permitted Liens. Sales of Inventory will be made in
        compliance with all material requirements of applicable law.


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      (c) Equipment.
        Borrowers will maintain all Equipment used or useful in Borrowers’ business in
        good and workable condition, ordinary wear and tear excepted, and, except
        for
        Excluded Equipment only for the first 90 days after the Agreement Date, subject
        to a perfected, first-priority security interest in Agent’s favor and free and
        clear of all other Liens (other than Permitted Liens), at one of the locations
        set forth on Item
        11
        of the Addendum
        as the
        current location of Borrowers’ chief executive office or a current location of
        other Collateral set forth on the Addendum.

       

      (d) Defense
        of Title.
        All
        Collateral will at all times be owned by Borrowers, and Borrowers will defend
        Borrowers’ title to the Collateral against the claims of third parties.
        Borrowers will at all times keep accurate and complete records of the
        Collateral.

       

      (e) Perfection;
        Further Assurances.
        No
        Borrower shall change its name, jurisdiction of organization, type of
        organization or organizational identification number; provided, however,
        that
        Vanco may change its name to “Global Capacity Direct, LLC” so long as Borrowers
        provide Agent with at least 5 Business Days’ notice of such name change.
        Borrowers will give Agent at least 30 days’ prior written notice of any change
        in the location of any Borrower’s principal place of business or chief executive
        office, any change in the locations of any Borrower’s Inventory or Equipment and
        any acquisition by any Borrower of any interest in real property. Each Borrower
        will, at Borrowers’ expense, promptly execute and deliver from time to time at
        Agent’s request and pay the costs of filing such additional financing
        statements, mortgages, or other evidences of Liens as may be necessary or
        desirable to perfect or continue perfection of Agent’s security interest in
        Borrowers’ property or, at Agent’s request, to create and perfect a Lien on
        newly acquired real property. Borrowers will use all reasonable efforts to
        obtain from any landlord, warehouseman, or other third party operator of
        premises on which any Collateral is located an acceptable Lien waiver or
        subordination agreement in Agent’s favor with respect to such Collateral. In the
        event that any Collateral, including proceeds, is evidenced by or consists
        of
        Negotiable Collateral, Borrowers shall, immediately upon written request
        therefor from Agent, endorse and assign such Negotiable Collateral over to
        Agent
        and deliver actual physical possession of the Negotiable Collateral to Agent.
        Borrowers shall at any time and from time to time take such steps as Agent
        may
        request for Agent (i) to obtain an acknowledgment, in form and substance
        satisfactory to Agent, of any bailee having possession of any of the Collateral
        that such bailee holds such Collateral for Agent, (ii)
        to
        obtain “control” of any investment property, deposit accounts, letter-of-credit
        rights or chattel paper (including electronic chattel paper) in accordance
        with
        Article 9 of the UCC, with any agreements establishing control to be in form
        and
        substance satisfactory to Agent, (iii) to have Agent’s Lien noted on each
        certificate of title evidencing any Collateral, and (iv)
        otherwise to insure the continued perfection and priority of Agent’s security
        interest in any of the Collateral and of the preservation of its rights therein.
        Agent may, from time to time at Borrowers’ expense, obtain an appraisal on some
        or all of the Collateral; provided, however, that Borrowers shall not be
        required to reimburse Agent for more than one such appraisal per calendar
        year
        (it being understood that any such appraisal conducted while a Default exists
        shall not count against such one-per-year limitation).


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      (f) Insurance.
        Borrowers will obtain and maintain in full force and effect insurance covering
        the Collateral against all customary risks to which the Collateral is exposed,
        including loss, damage, fire, theft, and all other such customary risks,
        in such
        amounts, with such companies, under such policies and in such form as will
        be
        reasonably satisfactory to Agent, which policies will name Agent, for itself
        and
        each of the Lenders, as an additional insured and provide that loss thereunder
        will be payable to Agent as Agent’s interests may appear upon a loss payee
        endorsement reasonably acceptable to Agent. Borrowers will also obtain and
        maintain in full force and effect liability insurance and such other types
        of
        insurance as Agent may reasonably require (including business interruption
        insurance), in each case against such risks, in such amounts, with such
        companies, under such policies and in such form as will be reasonably
        satisfactory to Agent. All proceeds of any such insurance will be paid over
        to
        Agent directly, and Agent may apply such proceeds to payment of the Obligations,
        whether or not due, in such order of application as Agent determines or,
        in
        Agent’s sole discretion, apply such proceeds, in whole or in part, to the
        replacement, restoration or rebuilding of the lost or damaged property.
        Borrowers will provide to Agent on or prior to the Agreement Date and from
        time
        to time thereafter, certificates showing such coverage in effect and, at
        Agent’s
        request, the underlying policies.

       

      (g) Commercial
        Tort Claims.
        If any
        Borrower shall at any time acquire a commercial tort claim, Borrowers shall
        immediately notify Agent in a writing signed by the applicable Borrower of
        the
        details thereof and grant to Agent, for itself and each of the Lenders, in
        such
        writing a security interest therein and in the proceeds thereof, all upon
        the
        terms of this Agreement, with such writing to be in form and substance
        reasonably satisfactory to Agent.

       

      (h) Financing
        Statements.
        Agent
        may at any time and from time to time file financing statements, continuation
        statements and amendments thereto that describe the Collateral as “all assets”
of Borrowers or words of similar effect and which contain any other information
        required by Part 5 of Article 9 of the UCC for the sufficiency or filing
        office acceptance of any financing statement, continuation statement or
        amendment, including whether the applicable Borrower is an organization,
        the
        type of organization and any organization identification number issued to
        any
        Borrower, and each Borrower hereby ratifies and re-authorizes any such financing
        statement filed by Agent on or prior to the Agreement Date. Each Borrower
        agrees
        to furnish any such information to Agent promptly upon request. Any such
        financing statements, continuation statements or amendments may be signed
        by
        Agent on behalf of any Borrower or filed by Agent without the signature of
        any
        Borrower and may be filed at any time in any jurisdiction. Each Borrower
        acknowledges that it is not authorized to file any financing statement or
        amendment or termination statement with respect to any financing statement
        naming any Borrower as the debtor and Agent as the secured party without
        the
        prior written consent of Agent, and each Borrower agrees that it shall not
        do so
        without the prior written consent of Agent.

       

      
        	
              	(i)	
                Governmental
                  Approvals.
                  

              


      

       

      (i) Each
        Borrower
        shall
        maintain in full force and effect all Governmental Approvals required by
        applicable law in order to operate such Borrower’s
        business, except for those Governmental Approvals, the absence of which could
        not reasonably be expected to result in a Material Adverse Effect. Borrowers
        shall
        promptly notify Agent in the event that any such license or approval is revoked
        or if any Borrower receives any notice from any licensing authority or other
        governmental authority which alleges that any Borrower is or may be in violation
        of any applicable law, rule, regulation or licensing
        requirement.


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      (ii) Borrowers
        shall, as described below, act immediately, upon notice of a Default, to
        permit
        Lender to realize the full value of foreclosure on the Collateral, including,
        without limitation, by obtaining any and all regulatory approvals required
        to do
        so. For example, and without limitation of the foregoing, if the approval
        of the
        FCC or any state public service commission is required in connection with
        any
        action taken by the Agent or any Lender (including any of their respective
        agents, officers, and attorneys) in the exercise of their rights and remedies
        hereunder with respect to the Collateral, in order to facilitate the intended
        realization of the value of the Collateral the Borrowers shall immediately
        and
        in no event later than three (3) Business Days following notice thereof take
        such action as is requested by Lender or Agent to obtain each and any approval
        required to allow a Lender the full benefit of the Collateral and Borrowers
        shall diligently pursue the obtaining of such approvals until obtained in
        accordance with the instructions of Agent or a Lender and applicable law.
        For
        avoidance of doubt, and by way of example, immediately upon notice thereof,
        Borrowers shall or shall cause their counsel to prepare, or at the option
        of
        Agent or a Lender to cooperate with counsel of Agent or a Lender in preparing,
        relevant applications to the FCC and each applicable state public service
        commission to seek approval of a substantial transfer of control of the
        applicable Borrower or its licenses and authorizations as instructed by Agent
        or
        a Lender, or to do any other action to protect for a Lender the value of
        the
        applicable Borrower’s licenses and authorizations. Without diminution of the
        foregoing, the Borrowers shall, immediately following the occurrence of a
        Default which is continuing, upon the written request and instructions of
        the
        Agent, execute and deliver (or cause the execution and delivery of) all relevant
        applications, certificates, instruments, agreements and other documents to
        the
        FCC or the applicable state public service commission, or at the option of
        Agent
        or a Lender, to Agent or a Lender for filing with Borrowers’ cooperation, which
        are required to be filed in connection with obtaining any required approval
        of
        the FCC or any state public service commission and take such other action
        as the
        Agent may request in connection therewith.

       

      
        (j)
          Conduct
          of Business.
          The
          Borrowers shall conduct their business in substantially the same manner
          as
          currently conducted.

      

      


      
        (k)
          Bank
          Accounts.
          

      

       

      (i) The
        Borrowers (other than Magenta) will maintain their principal accounts for
        operation, administration, cash management and other deposit accounts for
        the
        conduct of the Borrowers’ business with the Depository Bank. On or prior to the
        Agreement Date, the Borrowers will establish and maintain (so long as the
        Obligations are outstanding), the Private Bank Account Control Agreement,
        which
        shall be applicable to all bank accounts of the Borrowers, other than the
        bank
        account maintained by Magenta in the United Kingdom and the account subject
        to
        the HSBC Account Control Agreement. 

       

      (ii)
         Magenta
        will maintain a single bank account (as disclosed to Agent on Item
        14 of the Addendum)
        with
        HSBC Bank plc (the “Magenta
        Account”).
        On or
        prior to the Agreement Date, Magenta will establish and maintain (so long
        as the
        Obligations are outstanding), the Magenta Three-Party Account Agreement,
        pursuant to which all amounts deposited in the Magenta Account in excess
        of
£75,000 shall automatically be transferred (on a daily basis if applicable)
        to
        the account of Borrowers identified in the Magenta Three-Party Account Agreement
        which is subject to the HSBC Account Control Agreement. 


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      (l) Employment
        Agreements.
        The
        non-compete provisions contained in the Employment Agreements shall remain
        in
        full force and effect and shall not be amended, modified or waived without
        the
        Agent’s written consent.

       

      8. Negative
        Covenants.
        So long
        as any principal of or interest on the Term Loan or any other Obligation
        (whether or not due) shall remain unpaid (other than inchoate indemnification
        obligations and obligations under the warrant or the registration rights
        agreement), the Borrowers shall comply with the covenants set forth in this
        Section
        8,
        unless
        the Required Lenders shall otherwise consent in writing. 

      


      (a) No
        Merger or Disposition of Assets.
        No
        Borrower will merge or consolidate with any other Person, or purchase all
        or
        substantially all of the assets of any other Person, or sell, transfer, lease,
        abandon, or otherwise dispose of a substantial portion of such Borrower’s assets
        or any of the Collateral or any interest therein, except that, so long as
        no
        Default has occurred and is continuing, each Borrower may make Permitted
        Dispositions.

      


      (b) No
        Debt or Liens; Taxes.
        No
        Borrower will obtain or attempt to obtain from any Person other than Agent
        any
        loans, advances, or other financial accommodations or other Indebtedness
        of any
        kind, nor will any Borrower enter into any direct or indirect guaranty of
        any
        obligation of another Person, other than Permitted Indebtedness. No Borrower
        will permit any of its assets to be subject to any Lien other than Permitted
        Liens. Each Borrower shall pay when due (or before the expiration of any
        extension period) any tax or other assessment (including all required payments
        or deposits with respect to withholding taxes), and Borrowers will, upon
        request
        by Agent, promptly furnish Agent with proof satisfactory to Agent that Borrowers
        have made such payments and deposits.

       

      (c) No
        Distributions; Payments on Subordinated Debt.
        No
        Borrower will retire, repurchase or redeem any of such Borrower’s Stock in such
        Borrower, nor declare or pay any dividend in cash or other property (other
        than
        additional shares of Stock) to any owner or holder of such Borrower’s Stock;
provided,
        however,
        that
        any Borrower may pay cash dividends or distributions to any other Borrower
        which
        owns such Borrower’s Stock. No Borrower will refinance, repurchase, defease or
        make any payment on any Subordinated Debt, other than payments expressly
        permitted by the Debenture Intercreditor Agreement or subordination provisions
        applicable to such Subordinated Debt.

       

      (d) No
        ERISA Liabilities.
        Borrowers will make timely payments of all contributions required to meet
        the
        minimum funding standards for Borrowers’ employee benefit plans subject to the
        Employee Retirement Income Security Act of 1974 (as amended, “ERISA”)
        and
        will promptly report to Agent the occurrence of any reportable event (as
        defined
        in ERISA) and any giving or receipt by any Borrower of any governmental notice
        (other than routine requests for information) in respect of any such
        plan.


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      (e) Transactions
        with Affiliates.
        No
        Borrower will engage in any transaction with any of such Borrower’s or any other
        Borrower’s officers, directors, employees or other Affiliates, except for an
“arms-length” transaction on terms no less favorable to such Borrower than would
        be granted to such Borrower in a transaction with a Person who is not an
        Affiliate of any Borrower, which transaction shall be approved by such
        Borrower’s disinterested directors or managers and shall be disclosed in a
        timely manner to Agent prior to the consummation of the
        transaction.

       

      (f) Loans/Investments.
        No
        Borrower will make any loans or advances to or extend any credit to any Person
        except (i) the extension of trade credit to customers in the ordinary course
        of
        business; and (ii) Permitted Investments. No Borrower shall purchase, acquire
        or
        otherwise invest in any Person except Permitted Investments and investments
        in
        other Borrowers; provided,
        however,
        that
        the aggregate amount of intercompany advances and other transfers to Magenta
        by
        the other Borrowers shall not exceed the actual cash expenses of Magenta,
        which
        such actual cash expenses shall be in the ordinary course and consistent
        with
        past practices of Magenta. Without limiting the generality of the foregoing,
        no
        Borrower shall create any new subsidiary or make loans to, transfer any money
        or
        other assets to or otherwise invest in any subsidiary unless such subsidiary
        is
        or becomes a Borrower hereunder pursuant to documentation acceptable to Agent
        in
        its reasonable discretion.

       

      (g) Capital
        Expenditures.
        Borrowers shall not make or incur capital expenditures in excess of the amount
        set forth on Item
        21
        of the Addendum
        during
        any fiscal year, determined for all Borrowers on a consolidated
        basis.

       

      (h) Compensation.
        Borrowers shall not increase the total compensation paid to their officers
        or
        directors (or any of their relatives), including salaries, withdrawals, fees,
        bonuses, commissions, drawing accounts and other payments, whether directly
        or
        indirectly, in money or otherwise, during any fiscal year of Borrowers in
        an
        aggregate amount for all such officers and directors in excess of the limit
        specified in Item
        22
        of the Addendum.

       

      (i) Amendments
        of Documents.
        No
Borrower
        shall amend or modify (i) any Acquisition Document or
        any
        other note, instrument or agreement in connection with the Acquisition without
        the prior written consent of Agent, (ii)
        its
        articles or certificate of incorporation, articles or certificate of
        organization, by-laws, limited liability company agreement or other constituent
        documents, or (iii) any Debenture Document or
        any
        other note, instrument or agreement in connection with any other Subordinated
        Debt without the prior written consent of Agent; provided, however, that
        Borrowers may amend the Debenture Documents without the consent of the Agent
        to
        the extent expressly permitted by the Debenture Intercreditor
        Agreement.

       

      (j) Capitalized
        Leases.
        The
        Borrowers, taken as a whole, shall not incur greater than $500,000 in additional
        Capitalized Lease Obligations after the date hereof; provided further,
        that
        such Capitalized Lease Obligations shall be (i) on terms and conditions
        consistent with current market conditions for equipment of that kind, and
        (ii)
        solely for the purchase and/or lease of new pieces of or as a replacement
        of
        existing equipment. 

       

      (k) Use
        of Proceeds.
        Borrowers shall not use the proceeds of the Term Loan for any purpose other
        than
        (i) consummating the Acquisition, and (ii) general working capital
        purposes.


      
        
          
          

        

        
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      (l) BT
        Receivable.
        Borrowers
        shall not compromise or settle any dispute, provide a discount, write-off,
        or
        waive collection of any part of the BT Receivable without
        the prior written consent of the Agent. 

       

      
        	
              	9.	
                Reporting
                  and Information.

              


      

       

      (a) Financial
        Statements  Borrowers
        will
        submit to Agent as soon as available, and in any case not later than thirty
        (30)
        days after the end of each month, a balance sheet and a detailed statement
        of
        profit and loss by business unit and a statement of cash flows, in each case
        prepared in accordance with GAAP on a consolidated (and, if requested by
        Agent,
        consolidating) basis, certified by the chief financial or accounting officer
        of
        Parent as presenting fairly, in accordance with GAAP, Borrowers’
        financial condition as of the last day of such month and Borrowers’
        results of operations for such month and for the portion of Borrowers’
fiscal
        year ending with such month. Borrowers
        will
        also submit to Agent annual financial statements within 120 days after the
        end
        of each fiscal year, including a balance sheet and the related statement
        of
        profit and loss and stockholders’ equity, and a statement of cash flows, in each
        case prepared in accordance with the requirements set forth on Item
        23
        of the Addendum
        on a
        consolidated (and, if requested by Agent, consolidating) basis. Borrowers
        will
        also submit to Agent annually at least 60 days prior to Borrowers’
fiscal
        year end forecasted financial statements for the upcoming fiscal year,
        containing a projected balance sheet and profit and loss statement on a
        consolidated (and, if requested by Agent, consolidating) basis. Together
        with
        each monthly and annual financial statement, Borrowers
        will
        deliver to Agent the certification of the chief financial or accounting officer
        of Parent in the form of Exhibit
        B
        attached
        hereto to the effect that Borrowers
        are in
        compliance with the terms and conditions of this Agreement, and setting forth
        in
        detail the calculation of all financial covenants, or, if Borrowers
        are not
        in compliance, describing the nature of any noncompliance and the steps
Borrowers
        are
        taking or propose to take to remedy the same. Borrowers shall, promptly,
        upon
        request, furnish such other information concerning the condition, operations,
        financial or otherwise, of any Borrower as the Agent may from time to time
        request.

       

      (b) Collateral
        Reports.
        Borrowers shall deliver to Agent within fifteen (15) days after the end of
        each
        month a report, reflecting the status as of the end of each month or for
        the
        month then ended, as the case may be, and certified by the Chief Executive
        Officer or Chief Financial Officer of Parent as being true and correct in
        all
        material respects, containing (i)
        a
        current detailed aging, by total and by Customer, of Borrowers’ Accounts,
        (ii)
        a
        current detailed aging, by total and by vendor, of Borrowers’ accounts payable,
        (iii)
        a
        schedule detailing loans and intercompany transfers to Magenta from any other
        Borrower, and (iv)
        a true,
        correct and complete copy of each new material contract entered into by any
        Borrower for the sale, lease or other provision of goods or services by such
        Borrower and for the lease or purchase of circuit capacity by any Borrower,
        all
        of which shall be set forth in a form and shall contain such information
        as is
        reasonably acceptable to Agent. At Agent’s request, Borrowers shall deliver such
        information more or less often than described above and such other information
        with respect to the Collateral, Borrowers or Borrowers’ business or financial
        condition as Agent may reasonably request from time to time.

      


      (c) Tax
        Returns.
        Borrowers shall provide Agent with a copy of all federal tax returns of each
        Borrower no later than seven days after the earlier of (i) the filing date
        thereof, or (ii) the deadline for filing with respect thereto (giving effect
        to
        any applicable extension in accordance with applicable law).


      
        
          
          

        

        
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      (d) SEC
        Filings.
        Borrowers shall provide Agent with a copy of all reports and other filings
        made
        by Borrowers with the Securities and Exchange Commission no later than seven
        days after the earlier of (i) the filing date thereof, or (ii) the deadline
        for
        filing with respect thereto (giving effect to any applicable extension in
        accordance with applicable law).

       

      (e) BT
        Receivable.
        Borrowers will submit to Agent, promptly, and in any case not later than
        (i) one
        (1) day following each receipt of a BT Receivable Payment and (ii) two (2)
        Business Days after the end of each month, a reconciliation and report showing
        any amounts collected with respect of the BT Receivable, the amount left
        uncollected and, any issues, disputes and offsets with respect to collection
        of
        the BT Receivable, and such additional information with respect thereto as
        requested by Agent. 

       

      (f) Monthly
        Recurring Circuit Revenue and Recurring Circuit Margin.
        Borrowers will submit to Agent, as soon as available, and in any case not
        later
        than thirty (30) days after the end of each month, a summary of Monthly
        Recurring Circuit Revenue and Recurring Circuit Margin for the Strategic
        Sourcing Business Unit. 

       

      (g) Other
        Information.
        Borrowers will notify Agent as promptly as possible of any Default, any receipt
        by any Borrower of notice from any governmental authority that any Borrower
        has
        or may have violated any law, rule or regulation applicable to any Borrower
        or
        the terms or conditions of any permit or license any Borrower holds or is
        required to hold in connection with the conduct of such Borrower’s business, any
        amendment to any Borrower’s constituent documents and any change in any
        Borrower’s senior management, and the commencement of any material litigation,
        claim or action by or against any Borrower.

       

      
        	
              	10.	
                Inspection
                  Rights; Expenses; Etc.

              


      

       

      (a) Field
        Examinations; Inspections.
        Agent
        and any of the Lenders, shall have the right without hindrance or delay to
        conduct field examinations to inspect the Collateral, all other assets of
        Borrowers or any portion thereof, Borrowers’ books and records and all other
        aspects of Borrowers’ business, and to examine and make copies of Borrowers’
records, the Collateral and all other assets of Borrowers or any portion
        thereof, in each case wherever located, and Agent and any of the Lenders
        may
        enter upon each Borrower’s premises for such purposes, without notice, during
        business hours. Borrowers will assist Agent and any of the Lenders in whatever
        way necessary to make each such examination, and Borrowers agree to pay for
        such
        examinations as more fully described on Item
        24
        of the Addendum.
        Agent
        and any of the Lenders may discuss each Borrower’s financial condition with
        Borrowers’ independent accountants without liability to Agent or any of the
        Lenders or such accountants. Agent and any of the Lenders shall have full
        access
        to all records available to Borrowers from any credit reporting service,
        bureau
        or similar service and shall have the right to examine and make copies of
        any
        such records. Agent and any of the Lenders may exhibit a copy of this Agreement
        to such service and such service shall be entitled to rely on the provisions
        hereof in providing access to Agent and any of the Lenders as provided
        herein.


      
        
          
          

        

        
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      (b) Performance
        by Agent.
        Agent
        may, from time to time at Agent’s option, perform any agreement of any Borrower
        hereunder which such Borrower fails to perform and take any other action
        which
        Agent deems necessary for the maintenance or preservation of any of the
        Collateral or Agent’s interest therein, and Borrowers agree to reimburse Agent
        immediately on demand for all of Agent’s expenses in connection with the
        foregoing (including, without being limited to, reasonable fees and expenses
        of
        legal counsel), together with interest thereon at the default rate of interest
        provided for herein from the date any such expense is incurred until reimbursed
        by Borrowers.

       

      11. Rights
        of Setoff, Application of Payments, Etc.
        Agent
        and any of the Lenders will be entitled to hold or set off all sums and all
        other property of any Borrower at any time to any Borrower’s credit or in
        Agent’s or any Lender’s possession (or the possession of any of Agent’s or
        Lender’s Affiliates) by pledge or otherwise or upon or in which Agent or any of
        the Lenders may have a Lien, as security for any and all of the Obligations.
        Recourse to the Collateral or other security for the Obligations will not
        at any
        time be required and each Borrower hereby waives any right of marshalling
        that
        such Borrower may have. Each Borrower’s obligation to pay or repay the
        Obligations is unconditional. Borrowers agree that, while a Default exists,
        Agent or any of the Lenders may take such action with regard to the custody
        and
        collection of Accounts as Agent or any of the Lenders may deem necessary.
        Each
        Borrower agrees that failure to take any action with regard to any given
        Account
        will not be unreasonable until and unless Agent receives a written request
        for
        specific action from Borrowers’ Agent with regard thereto and fails to respond
        thereto within a commercially reasonable time. Each Borrower irrevocably
        waives
        the right to direct the application of any and all payments and collections
        at
        any time or times hereafter received by Agent or any of the Lenders from
        or on
        behalf of any Borrower, and each Borrower hereby irrevocably agrees that
        Agent
        or any of the Lenders shall have the continuing exclusive right to apply
        and
        reapply any and all such payments and collections received at any time or
        times
        hereafter by Agent or any of the Lenders against the Obligations, in such
        manner
        and in such order as the Lenders may deem advisable.

       

      12. Attorney-in-Fact.
        Each
        Borrower hereby appoints and constitutes Agent as such Borrower’s
        attorney-in-fact: (a) at any time, (i) to endorse such Borrower’s name upon any
        notes, acceptances, checks, drafts, money orders, and other evidences of
        payment
        that come into Agent’s possession and to deposit or otherwise collect the same;
        (ii) to send verifications of Accounts to Customers; and (iii) to execute
        in
        such Borrower’s name any financing statements, affidavits and notices with
        regard to any and all Lien rights; and (b) while any Default exists, (i)
        to
        receive, open, and dispose of all mail addressed to such Borrower; (ii) to
        notify the postal authorities to change the address and delivery of mail
        addressed to such Borrower to such address as Agent may designate; (iii)
        to sign
        such Borrower’s name on any invoice or bill of lading relating to the
        Collateral, on drafts against Customers, and notices to Customers; (iv) to
        sign
        any agreement or certificate in connection with any insurance policy of any
        Borrower (including all documentation to receive benefit payments thereunder
        and
        to cancel such insurance policy and receive a refund of the unearned premium
        with respect thereto); and (v) to do all other acts and things necessary
        to
        carry out this Agreement. All acts of said attorney-in-fact are hereby
        authorized, ratified and approved, and said attorney-in-fact will not be
        liable
        for any errors or mistake of fact or law. This power, being coupled with
        an
        interest, is irrevocable while any of the Obligations remain unpaid or Agent
        has
        any commitment to Borrowers under this Agreement or otherwise (other than
        inchoate indemnification obligations, unless Agent determines in its reasonable
        discretion that any such indemnification obligations are likely to become
        actual
        obligations and other than inchoate indemnification obligations and obligations
        under the warrant and the registration rights agreement).


      
        
          
          

        

        
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              	13.	
                Defaults
                  and Remedies.

              


      

       

      (a) Defaults.
        For
        purposes of this Agreement, “Default”
means
        the occurrence of any of the following events: (i) non-payment when due of
        any
        amount payable on any of the Obligations (in the case of non-payment of interest
        only, including, but not limited to any non-payment of PIK Interest pursuant
        to
Section
        3(b),
        if such
        non-payment continues one (1) Business Day after the date when due and for
        the
        avoidance of doubt, the default margin identified on Item
        4 of the Addendum
        shall be
        applicable during the non-payment period); (ii) breach of any covenant or
        failure to perform any agreement or failure to meet any of any Credit Party’s
        obligations contained herein, in any other Loan Document or in any agreement
        out
        of which any of the Obligations arose if such failure continues for five
        (5)
        Business Days (excluding Sections
        8, 9, 7(f), and 7(k), where
        no
        cure period shall be applicable); (iii) any statement, representation, or
        warranty made in writing in this Agreement, in any other Loan Document or
        in any
        other writing or statement at any time furnished or made or deemed furnished
        or
        made by any Credit Party to Agent proves to have been untrue in any material
        respect as of the date furnished or made or deemed furnished or made; (iv)
        any
        event of default shall occur (after giving effect to any applicable notice
        and
        cure period) under the Debenture Documents, or any Borrower’s default under any
        other agreement for borrowed money or any other agreement involving more
        than
        the amount set forth on Item
        25
        of the Addendum
        (after
        giving effect to any applicable notice and cure period); (v) suspension of
        the
        operation of any Borrower’s present business; (vi) any Borrower becomes
        insolvent or unable to pay its debts as they mature, or admits in writing
        that
        it is insolvent or unable to pay its debts, makes an assignment for the benefit
        of creditors, makes a conveyance fraudulent as to creditors under any state
        or
        federal law, or a proceeding is instituted by or against any Credit Party
        alleging that such Credit Party is insolvent or unable to pay debts as they
        mature, or a petition under any provision of Title 11 of the United States
        Code,
        as amended (or under any analogous law of any other jurisdiction), is filed
        by
        or against any Borrower; (vii) entry of any judgment in excess of the amount
        set
        forth on Item
        26
        of the Addendum
        against
        any Borrower or creation, assertion, or filing of any judgment or tax Lien
        against the property of any Borrower, in each case which remains undischarged
        for thirty (30) days after such entry or filing; (viii) death or withdrawal
        of
        any partner of any Borrower which is a partnership, or dissolution, merger,
        or
        consolidation of any Borrower which is a corporation, partnership or limited
        liability company; (ix) transfer of a substantial part (determined by market
        value) of the property of any Borrower; (x) sale, transfer or exchange, either
        directly or indirectly, of a controlling Stock interest of any Credit Party
        (without limiting the generality of the foregoing, a Default shall exist
        if (A)
        Parent shall cease to own, directly or indirectly, 100% of the Stock of any
        other Borrower or cease to have direct or indirect voting control of any
        other
        Borrower (excluding Vanco until the Final Closing), (B) any Person or “group”
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
        Act
        of 1934) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and
        13d-5 under the Securities Exchange Act of 1934, except that a Person will
        be
        deemed to have “beneficial ownership” of all securities that such Person has the
        right to acquire, whether such right is exercisable immediately or only after
        the passage of time), directly or indirectly, of more than twenty-five percent
        (25%) of the voting power of all classes of stock of Parent; (xi) appointment
        of
        a receiver for any of the Collateral or for any other property in which any
        Credit Party has an interest; (xii) seizure of any Collateral by any Person
        other than Agent; (xiii) any person identified on Item
        27
        of the Addendum
        shall
        for any reason cease to hold the office of the applicable Borrower set forth
        opposite such person’s name on Item
        27
        of the Addendum
        (or any
        such person shall cease to perform the duties generally associated with such
        office) and a replacement reasonably satisfactory to Agent shall not be
        appointed within 90 days; (xiv) the occurrence of any act, omission, event
        or
        circumstance which has or could reasonably be expected to have a Material
        Adverse Effect; (xv) payment by any Borrower on the Debenture Indebtedness
        or
        any other Subordinated Debt in violation of the Debenture Intercreditor
        Agreement or any other applicable subordination agreement; (xvi) the Pension
        Benefit Guaranty Corporation or the Department of Labor commences proceedings
        under ERISA to terminate any of any Borrower’s employee pension benefit plans;
        (xvii) any event of default shall occur under (after giving effect to any
        applicable notice and cure period) under the Acquisition Documents (other
        than a
        termination of the Management Agreement as a result of the Final Closing);
        (xviii) the Final Closing shall have not occurred by ninety-one (91) days
        from
        the Agreement Date; or (xix) except for Transfer Applications (as such term
        is
        defined in the Interest Purchase Agreement) to be approved by the applicable
        regulatory authorities in California, Pennsylvania and Tennessee (which such
        Transfer Applications shall in any event be approved within one hundred twenty
        (120) days), any Transfer Application shall not have been approved by the
        earliest to occur of (A) expiration of the STA Requests unless replaced by
        a
        permanent authorization and (B) ninety (90) days from the date of this
        Agreement. 


      
        
          
          

        

        
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      (b) Remedies.
        If a
        Default occurs and is continuing, in each case without demand or notice to
        any
        Borrower, any other Credit Party or any other Person (unless such notice
        is
        expressly required hereunder or under applicable law), the Required Lenders
        may
        authorize and instruct the Agent to do any one of the following on behalf
        of the
        Lenders, all of which such actions are, subject to any applicable law to
        the
        extent any such law may not be waived, permitted under this
        Agreement:

       

      (i) declare
        the entire principal amount of the Term Loan outstanding hereunder, all interest
        thereon, any unpaid fees and all other Obligations of any kind or nature
        to be,
        and thereupon the same will immediately become, due and payable in full;
        and, in
        the event of a Default described under clause (vi) of Section
        13(a),
        such
        termination and acceleration shall automatically occur without any notice,
        demand or presentment of any kind.

       

      (ii) notify
        Customers that the Accounts have been assigned to Agent and that Agent has
        a
        security interest therein, collect them directly, and charge the collection
        costs and expenses to Borrowers’ loan account.

      


      (iii) exercise
        any right or remedy available to any Borrower under one or more contracts
        of
        such Borrower and sell or otherwise dispose of any such contract.

      


      (iv) (A)
        exercise any of its remedies under any other Loan Document, (B) apply any
        cash
        collateral to the Obligations (without limiting the foregoing, Agent may
        instruct any bank or other financial institution holding any cash, certificate
        of deposit or other Collateral to pay over such Collateral to Agent), and
        (C)
        draw on any letter of credit issued for the benefit of Agent in connection
        with
        this Agreement or any other Loan Document and apply the proceeds thereof
        to the
        Obligations.


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      


      (v) make
        such
        payments and do such acts as Agent considers necessary or reasonable to protect
        its security interest in the Collateral. Borrowers authorize Agent or any
        of the
        Lenders to enter each premises where any Collateral is located, take and
        maintain possession of the Collateral, or any part of it, and to pay, purchase,
        contest or compromise any Lien which in Agent’s opinion appears to be prior or
        superior to its security interest and to pay all expenses incurred in connection
        therewith.

      


      (vi) ship,
        reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise
        for sale and sell the Collateral. Any
        such
        sale may be either a public or private sale, or both, by way of one or more
        contracts or transactions, for cash or on terms. It is not necessary that
        the
        Collateral be present at any such sale.

      


      (vii) without
        regard to any waste, adequacy of the security or solvency of any Borrower,
        apply
        for the appointment of a receiver of the Collateral, to which appointment
        each
        Borrower hereby consents, whether or not foreclosure or repossession proceedings
        have been commenced hereunder or under any other Loan Document and whether
        or
        not a foreclosure sale or secured party sale has occurred.

       

      (viii) cancel
        any insurance policy of any Borrower in exchange for a refund of the unearned
        premium with respect thereto, and each Borrower hereby authorizes any insurance
        company which has issued any such policy to make such payment directly to
        Agent
        for application to the Obligations;

       

      (ix) exercise
        any of the remedies available to Agent as a secured party under the UCC as
        in
        effect in any applicable jurisdiction, or otherwise available to Agent under
        applicable law. Borrowers agree, upon demand by Agent or any of the Lenders,
        while a Default exists, to cease the sale or other disposition of the
        Collateral, except with Agent’s prior written consent, and to assemble at
        Borrowers’ expense all the Collateral at a convenient place acceptable to Agent.
        Agent may charge to Borrowers’ loan account and Borrowers will pay Agent upon
        demand all costs and expenses, including reasonable attorneys’ fees (including
        fees of attorneys that are regular salaried employees of Agent or any of
        its
        Affiliates), in connection with: (A) the liquidation of any Collateral; (B)
        obtaining or enforcing payment of the Obligations; (C) the settlement,
        adjustment, compromise, or litigation of Customer disputes; or (D) the
        prosecution or defense of any action or proceeding either against Agent or
        against any Borrower concerning any matter growing out of or in connection
        with
        this Agreement and/or any Collateral and/or any Obligations. If at any time
        Agent pays any state, city, local, federal, or other tax or levy attributable
        to
        the Collateral (excluding taxes on income realized by Agent), Borrowers will
        repay to Agent the amount of tax so paid by Agent. Borrowers agree that Agent
        may apply any proceeds from disposition of the Collateral first to satisfy
        obligations secured by Liens prior to Agent’s security interest. Borrowers will
        remain liable and will pay on demand any deficiencies arising upon the
        liquidation of any Collateral held by Agent or any of the
        Lenders.


      
        
          
          

        

        
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      (c) Notices.
        If any
        notice of intended disposition of the Collateral or of any other act by Agent
        is
        required by law or court order and a specific time period is not stated therein,
        such notice, if given five (5) Business Days before such disposition or act,
        in
        accordance with the provisions of Section
        16(a),
        will be
        deemed reasonably and properly given.

       

      (d) License.
        Each
        Borrower hereby grants to Agent a license or other right to use, without
        charge,
        such Borrower’s labels, patents, copyrights, rights of use of any name, trade
        secrets, trade names, trademarks and advertising matter, or any property
        of a
        similar nature, as it pertains to the Collateral, in completing production
        of,
        advertising for sale and selling any Collateral, and each Borrower agrees
        that
        all of its rights under all licenses and all franchise agreements shall inure
        to
        Agent’s benefit.

      


      (e) Remedies
        Cumulative.
        Agent’s
        and any Lender’s rights and remedies under this Agreement and all other Loan
        Documents shall be cumulative. Agent and any of the Lenders shall have all
        other
        rights and remedies not inconsistent herewith as provided under the UCC,
        by law,
        or in equity. No exercise by Agent or any of the Lenders of one right or
        remedy
        shall be deemed an election, and no waiver by Agent or any of the Lenders
        of any
        default on Borrowers’ part shall be deemed a continuing waiver. No delay by
        Agent or any of the Lenders shall constitute a waiver, election or acquiescence
        by it.

      


      
        	
              	14.	
                Agent.

              


      

       

      (a) Appointment.
         Each
        Lender hereby irrevocably appoints and authorizes the Agent to perform the
        duties of the Agent as set forth in this Agreement including: (i) to receive
        on
        behalf of each Lender any payment of principal of or interest on the Term
        Loan
        outstanding hereunder and all other amounts accrued hereunder for the account
        of
        the Lenders and paid to the Agent, and, subject to Section
        2
        of this
        Agreement, to distribute promptly to each Lender its Pro Rata Share of all
        payments so received; (ii) to distribute to each Lender copies of all material
        notices and agreements received by the Agent and not required to be delivered
        to
        each Lender pursuant to the terms of this Agreement, provided that the Agent
        shall not have any liability to the Lenders for the Agent's inadvertent failure
        to distribute any such notices or agreements to the Lenders; (iii) to maintain,
        in accordance with its customary business practices, ledgers and records
        reflecting the status of the Obligations, the Term Loan, and related matters
        and
        to maintain, in accordance with its customary business practices, ledgers
        and
        records reflecting the status of the Collateral and related matters; (iv)
        to
        execute or file any and all financing or similar statements or notices,
        amendments, renewals, supplements, documents, instruments, proofs of claim,
        notices and other written agreements with respect to this Agreement or any
        other
        Loan Document; (v) to make the Term Loan and Agent Advances, for the Agent
        or on
        behalf of the applicable Lenders as provided in this Agreement or any other
        Loan
        Document; (vi) to perform, exercise, and enforce any and all other rights
        and
        remedies of the Lenders with respect to the Credit Parties, the Obligations,
        or
        otherwise related to any of same to the extent reasonably incidental to the
        exercise by the Agent of the rights and remedies specifically authorized
        to be
        exercised by the Agent by the terms of this Agreement or any other Loan
        Document; (vii) to incur and pay such fees necessary or appropriate for the
        performance and fulfillment of its functions and powers pursuant to this
        Agreement or any other Loan Document; and (viii) subject to Section
        14(c)
        of this
        Agreement, to take such action as the Agent deems appropriate on its behalf
        to
        administer the Term Loan and the Loan Documents and to exercise such other
        powers delegated to the Agent by the terms hereof or the other Loan Documents
        (including, without limitation, the power to give or to refuse to give notices,
        waivers, consents, approvals and instructions and the power to make or to
        refuse
        to make determinations and calculations) together with such powers as are
        reasonably incidental thereto to carry out the purposes hereof and thereof.
        As
        to any matters not expressly provided for by this Agreement and the other
        Loan
        Documents (including, without limitation, enforcement or collection of the
        Term
        Loan), the Agent shall not be required to exercise any discretion or take
        any
        action, but shall be required to act or to refrain from acting (and shall
        be
        fully protected in so acting or refraining from acting) upon the instructions
        of
        the Required Lenders, and such instructions of the Required Lenders shall
        be
        binding upon all Lenders and all makers of the Term Loan; provided,
        however,
        that
        the Agent shall not be required to take any action which, in the reasonable
        opinion of the Agent, exposes the Agent to liability or which is contrary
        to
        this Agreement or any other Loan Document or applicable law.


      
        
          
          

        

        
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      (b) Nature
        of Duties.
         The
        Agent
        shall have no duties or responsibilities except those expressly set forth
        in
        this Agreement or in the other Loan Documents. The duties of the Agent shall
        be
        mechanical and administrative in nature. The Agent shall not have by reason
        of
        this Agreement or any other Loan Document a fiduciary relationship in respect
        of
        any Lender. Nothing in this Agreement or any other Loan Document, express
        or
        implied, is intended to or shall be construed to impose upon the Agent any
        obligations in respect of this Agreement or any other Loan Document except
        as
        expressly set forth herein or therein. Each Lender shall make its own
        independent investigation of the financial condition and affairs of the Credit
        Parties in connection with the making and the continuance of the Term Loan
        hereunder and shall make its own appraisal of the creditworthiness of the
        Credit
        Parties and the value of the Collateral, and the Agent shall have no duty
        or
        responsibility, either initially or on a continuing basis, to provide any
        Lender
        with any credit or other information with respect thereto, whether coming
        into
        its possession before the Term Loan hereunder or at any time or times
        thereafter, provided that, upon the reasonable request of a Lender, the Agent
        shall provide to such Lender any documents or reports delivered to the Agent
        by
        the Credit Parties pursuant to the terms of this Agreement or any other Loan
        Document. If the Agent seeks the consent or approval of the Required Lenders
        to
        the taking or refraining from taking any action hereunder, the Agent shall
        send
        notice thereof to each Lender. The Agent shall promptly notify each Lender
        any
        time that the Required Lenders have instructed the Agent to act or refrain
        from
        acting pursuant hereto. 

       

      (c) Rights,
        Exculpation, Etc.  The
        Agent
        and its directors, officers, agents or employees shall not be liable for
        any
        action taken or omitted to be taken by them under or in connection with this
        Agreement or the other Loan Documents, except for their own gross negligence
        or
        willful misconduct as determined by a final judgment of a court of competent
        jurisdiction. Without limiting the generality of the foregoing, the Agent
        (i)
        may treat the payee of the Term Loan as the owner thereof until the Agent
        receives written notice of the assignment or transfer thereof, pursuant to
        Section
        16(f)
        hereof,
        signed by such payee and in form satisfactory to the Agent; (ii) may consult
        with legal counsel (including, without limitation, counsel to the Agent or
        counsel to the Credit Parties), independent public accountants, and other
        experts selected by any of them and shall not be liable for any action taken
        or
        omitted to be taken in good faith by any of them in accordance with the advice
        of such counselor experts; (iii) make no warranty or representation to any
        Lender and shall not be responsible to any Lender for any statements,
        certificates, warranties or representations made in or in connection with
        this
        Agreement or the other Loan Documents; (iv) shall not have any duty to ascertain
        or to inquire as to the performance or observance of any of the terms, covenants
        or conditions of this Agreement or the other Loan Documents on the part of
        any
        Person, the existence or possible existence of any Default, or to inspect
        the
        Collateral or other property (including, without limitation, the books and
        records) of any Person; (v) shall not be responsible to any Lender for the
        due
        execution, legality, validity, enforceability, genuineness, sufficiency or
        value
        of this Agreement or the other Loan Documents or any other instrument or
        document furnished pursuant hereto or thereto; and (vi) shall not be deemed
        to
        have made any representation or warranty regarding the existence, value or
        collectibility of the Collateral, the existence, priority or perfection of
        the
        Agent's Lien thereon, or any certificate prepared by any Borrower in connection
        therewith, nor shall the Agent be responsible or liable to the Lenders for
        any
        failure to monitor or maintain any portion of the Collateral. The Agent shall
        not be liable for any apportionment or distribution of payments made in good
        faith, and if any such apportionment or distribution is subsequently determined
        to have been made in error the sole recourse of any Lender to whom payment
        was
        due but not made, shall be to recover from other Lenders any payment in excess
        of the amount which they are determined to be entitled. The Agent may at
        any
        time request instructions from the Lenders with respect to any actions or
        approvals which by the terms of this Agreement or of any of the other Loan
        Documents the Agent is permitted or required to take or to grant, and if
        such
        instructions are promptly requested, the Agent shall be absolutely entitled
        to
        refrain from taking any action or to withhold any approval under any of the
        Loan
        Documents until it shall have received such instructions from the Required
        Lenders. Without limiting the foregoing, no Lender shall have any right of
        action whatsoever against the Agent as a result of the Agent acting or
        refraining from acting under this Agreement or any of the other Loan Documents
        in accordance with the instructions of the Required Lenders.

      


      
        
          
            
            

          

          
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      (d) Reliance. The
        Agent
        shall be entitled to rely upon any written notices, statements, certificates,
        orders or other documents or any telephone message believed by it in good
        faith
        to be genuine and correct and to have been signed, sent or made by the proper
        Person, and with respect to all matters pertaining to this Agreement or any
        of
        the other Loan Documents and its duties hereunder or thereunder, upon advice
        of
        counsel selected by it.

      


      (e) Indemnification.
         To
        the
        extent that the Agent is hot reimbursed and indemnified by any Credit Party,
        the
        Lenders will reimburse and indemnify the Agent from and against any and all
        liabilities, obligations, losses, damages, penalties, actions, judgments,
        suits,
        costs, expenses, advances or disbursements of any kind or nature whatsoever
        which may be imposed on, incurred by, or asserted against the Agent in any
        way
        relating to or arising out of this Agreement or any of the other Loan Documents
        or any action taken or omitted by the Agent under this Agreement or any of
        the
        other Loan Documents, in proportion to each Lender's Pro Rata Share, including,
        without limitation, advances and disbursements made pursuant to Section
        14(h);
        provided,
        however,
        that no
        Lender shall be liable for any portion of such liabilities, obligations,
        losses,
        damages, penalties, actions, judgments, suits, costs, expenses, advances
        or
        disbursements for which there has been a final judicial determination that
        such
        liability resulted from the Agent's gross negligence or willful misconduct,
        as
        determined by a final judgment of a court of competent jurisdiction. The
        obligations of the Lenders under this Section
        14(e)
        shall
        survive the payment in full of the Term Loan and the termination of this
        Agreement. 

      


      
        
          
            
            

          

          
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      (f) Agent
        Individually.
         With
        respect to its Pro Rata Share of the Total Commitment hereunder and the Term
        Loan made by it, the Agent shall have and may exercise the same rights and
        powers hereunder and is subject to the same obligations and liabilities as
        and
        to the extent set forth herein for any other Lender or maker of the Term
        Loan.
        The terms “Lenders” or “Required Lenders” or any similar terms shall, unless the
        context clearly otherwise indicates, include the Agent in its individual
        capacity as a Lender or one of the Required Lenders. The Agent and its
        Affiliates may accept deposits from, lend money to, and generally engage
        in any
        kind of banking, trust or other business with the Borrowers as if it were
        not
        acting as the Agent pursuant hereto without any duty to account to the other
        Lenders. 

      


      (g) Successor
        Agent.  

      


      (i)
         The
        Agent
        may resign from the performance of all its functions and duties hereunder
        and
        under the other Loan Documents at any time by giving at least 30 Business
        Days'
        prior written notice to the Borrowers and each Lender. Such resignation shall
        take effect upon the acceptance by a successor Agent of appointment pursuant
        to
        clauses (ii) and (iii) below or as otherwise provided below. 

       

      (ii)
         Upon
        any
        such notice of resignation, the Required Lenders shall appoint a successor
        Agent. Upon the acceptance of any appointment as Agent hereunder by a successor
        Agent, such successor Agent shall thereupon succeed to and become vested
        with
        all the rights, powers, privileges and duties of the Agent, and the Agent
        shall
        be discharged from its duties and obligations under this Agreement and the
        other
        Loan Documents. After the Agent's resignation hereunder as the Agent, the
        provisions of this Paragraph
        14
        shall
        inure to its benefit as to any actions taken or omitted to be taken by it
        while
        it was the Agent under this Agreement and the other Loan Documents.


       

      (iii)
         If
        a
        successor Agent shall not have been so appointed within said 30 Business
        Day
        period, the Agent shall then appoint a successor Agent who shall serve as
        the
        Agent until such time, if any, as the Required Lenders appoint a successor
        Agent
        as provided above

       

      (h) Collateral
        Matters.
        

       

      (i)
        The
        Agent may from time to time make such disbursements and advances (“Agent
        Advances”)
        which
        the Agent, in its sole discretion, deems necessary or desirable to preserve,
        protect, prepare for sale or lease or dispose of the Collateral or any portion
        thereof, to enhance the likelihood or maximize the amount of repayment by
        the
        Borrower of the Term Loan and other Obligations or to pay any other amount
        chargeable to the Borrowers pursuant to the terms of this Agreement, including,
        without limitation, costs, fees and expenses as described in Section
        16(j).
        The
        Agent Advances shall be repayable on demand and be secured by the Collateral
        and
        shall bear interest at a rate per annum equal to the rate of interest then
        applicable to the Term Loan. The Agent Advances shall constitute Obligations
        hereunder. The Agent shall notify each Lender and the Borrowers in writing
        of
        each such Agent Advance, which notice shall include a description of the
        purpose
        of such Agent Advance. Without limitation to its obligations pursuant to
        Section
        14(e),
        each
        Lender agrees that it shall make available to the Agent, upon the Agent's
        demand, in Dollars in immediately available funds, the amount equal to such
        Lender's Pro Rata Share of each such Agent Advance. If such funds are not
        made
        available to the Agent by such Lender, the Agent shall be entitled to recover
        such funds on demand from such Lender, together with interest thereon for
        each
        day from the date such payment was due until the date such amount is paid
        to the
        Agent at the Default Rate. 

      


      
        
          
            
            

          

          
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      (ii)
        The
        Lenders hereby irrevocably authorize the Agent, at its option and in its
        discretion, to release any Lien granted to or held by the Agent upon any
        Collateral upon termination of the Total Commitment and payment and satisfaction
        of the Term Loan and all other Obligations which have matured and which the
        Agent has been notified in writing are then due and payable; or constituting
        property being sold or disposed of in the ordinary course of Borrower's or
        any
        of its Subsidiaries' business or otherwise in compliance with the terms of
        this
        Agreement and the other Loan Documents; or constituting property in which
        neither Borrowers nor any of their Subsidiaries owned any interest at the
        time
        the Lien was granted or any time thereafter; or if approved, authorized or
        ratified in writing by the Lenders. Upon request by the Agent at any time,
        the
        Lenders will confirm in writing the Agent's authority to release particular
        types or items of Collateral pursuant to this Section
        14(h)(i).
        

       

      (iii)
        Without in any manner limiting the Agent's authority to act without any specific
        or further authorization or consent by the Lenders (as set forth in Section
        14(h(ii)),
        each
        Lender agrees to confirm in writing, upon request by the Agent, the authority
        to
        release Collateral conferred upon the Agent under Section
        14(h)(ii).
        Upon
        receipt by the Agent of confirmation from the Lenders of its authority to
        release any particular item or types of Collateral, and upon prior written
        request by any Credit Party, the Agent shall (and is hereby irrevocably
        authorized by the Lenders to) execute such documents as may be necessary
        to
        evidence the release of the Liens granted to the Agent for the benefit of
        the
        Agent and the Lenders upon such Collateral; provided,
        however,
        that
        (i) the Agent shall not be required to execute any such document on terms
        which,
        in the Agent's opinion, would expose the Agent to liability or create any
        obligations or entail any consequence other than the release of such Liens
        without recourse or warranty, and (ii) such release shall not in any manner
        discharge, affect or impair the Obligations or any Lien upon (or obligations
        of
        any Credit Party in respect of) all interests in the Collateral retained
        by
        Borrowers or any of their Subsidiaries. 

       

      (iv)
        The
        Agent shall have no obligation whatsoever to any Lender to assure that the
        Collateral exists or is owned by the Credit Parties or is cared for, protected
        or insured or has been encumbered or that the Lien granted to the Agent pursuant
        to this Agreement or any other Loan Document has been properly or sufficiently
        or lawfully created, perfected, protected or enforced or is entitled to any
        particular priority, or to exercise at all or in any particular manner or
        under
        any duty of care, disclosure or fidelity, or to continue exercising, any
        of the
        rights, authorities and powers granted or available to the Agent in this
        Section
        14(h)
        or in
        any other Loan Document, it being understood and agreed that in respect of
        the
        Collateral, or any act, omission or event related thereto, the Agent may
        act in
        any manner it may deem appropriate, in its sole discretion, given the Agent's
        own interest in the Collateral as one of the Lenders and that the Agent shall
        have no duty or liability whatsoever to any other Lender, except as otherwise
        provided herein. 

      


      
        
          
            
            

          

          
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      (i) Agency
        for Perfection.
        Each
        Lender hereby appoints the Agent and each other Lender as agent and bailee
        for
        the purpose of perfecting the security interests in and liens upon the
        Collateral in assets which, in accordance with Article 9 of the UCC, can
        be
        perfected only by possession or control (or where the security interest of
        a
        secured party with possession or control has priority over the security interest
        of another secured party) and the Agent and each Lender hereby acknowledges
        that
        it holds possession of or otherwise controls any such Collateral for the
        benefit
        of the Agent and the Lenders as secured party. Should any Lender obtain
        possession or control of any such Collateral, such Lender shall notify the
        Agent
        thereof, and, promptly upon the Agent's request therefor shall deliver such
        Collateral to the Agent or in accordance with the Agent's instructions.
In
        addition,
        the Agent shall also have the power and authority hereunder to appoint such
        other sub-agents as may be necessary or required under applicable state law
        or
        otherwise to perform its duties and enforce its rights with respect to the
        Collateral and under the Loan Documents. Borrowers by their execution and
        delivery of this Agreement hereby consents to the foregoing.

      


      15. Indemnification.

       

      (a) Borrowers
        jointly and severally agree to defend, indemnify, and hold harmless Agent
        and
        Agent’s and any of the Lender’s participants, directors, officers, employees,
        Affiliates, representatives, attorneys and agents (each an “Indemnified
        Person”)
        from
        and against any and all penalties, fines, liabilities, damages, costs, or
        expenses of whatever kind or nature asserted against any such Indemnified
        Person, arising out of, or in any way related to this Agreement or any other
        Loan Document, or the transactions contemplated hereby or thereby, including
        by
        reason of the violation of any law or regulation relating to the protection
        of
        the environment or the presence, generation, disposal, release, or threatened
        release of any hazardous materials in connection with any Borrower’s business
        on, at or from any property at any time owned or operated by any Borrower,
        including, without limitation, reasonable attorneys’ and consultants’ fees,
        investigation and laboratory fees, court costs, and litigation expenses actually
        incurred. Without limiting the foregoing and for purposes other than Capstone
        Investments, Borrowers represent and warrant that there has been no loan
        broker
        or investment banker involved in connection with the transactions contemplated
        hereby, and Borrowers agree to indemnify and hold Agent and any of the Lenders
        and their participants harmless from any claim of compensation payable to
        any
        loan broker or investment banker in connection with the transactions
        contemplated hereby.

       

      (b) All
        payments by any Borrower hereunder or under any other Loan Document shall
        be
        made free and clear of and without deduction or withholding for any and all
        taxes other than income taxes imposed on Agent or any of the Lenders
        (“Indemnified
        Taxes”),
        unless such Taxes are required by law or the administration thereof to be
        withheld or deducted. If any Borrower, Agent or Lender or any participant
        is
        required by applicable law to deduct or pay any Indemnified Taxes in respect
        of
        any payment by or on account of any obligation of a Borrower hereunder or
        under
        any other Loan Document, then, if requested by Agent, any Lender or any
        participant, the sum payable shall be increased by that Borrower by such
        amount
        as is necessary so that after making or allowing for all required deductions
        and
        payments (including deductions and payments applicable to additional sums
        payable under this Section), Agent and any of the Lenders and their participants
        receive an amount equal to the sum Agent and any of the Lenders and such
        participants would have received had no such deductions or payments been
        required.

      


      
        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        

      

       

      (c) Borrowers
        shall indemnify Agent, the Lenders and their participants, within 5 days
        after
        written demand therefor, for the full amount of any Indemnified Taxes (including
        Indemnified Taxes imposed or asserted on or attributable to amounts payable
        under this Section) paid by Agent, any of the Lenders and their participants
        and
        any penalties, interest and reasonable expenses arising therefrom or with
        respect thereto, whether or not such Indemnified Taxes were correctly or
        legally
        imposed or asserted by the relevant governmental authority. A certificate
        as to
        the amount of such payment or liability delivered to Borrowers’ Agent by Agent
        or any participant shall be conclusive absent manifest error.

       

      (d) As
        soon
        as practicable after any payment of Indemnified Taxes by a Borrower to a
        governmental authority, Borrowers’ Agent shall deliver to Agent the original or
        a certified copy of a receipt issued by such governmental authority evidencing
        such payment, a copy of the return reporting such payment or other evidence
        of
        such payment reasonably satisfactory to Agent.

       

      16. General
        Provisions.

       

      (a) Notices.
        Except
        as specifically provided in this Agreement or in any of the other Loan
        Documents, all notices and communications hereunder and thereunder will be
        in
        writing or by telephone subsequently confirmed in writing. Notices in writing
        will be delivered personally or sent by overnight courier service, by certified
        or registered mail, postage pre-paid, or by facsimile transmission and will
        be
        deemed received, in the case of personal delivery, when delivered; in the
        case
        of overnight courier service, on the next Business Day after delivery to
        such
        service; in the case of mailing, on the fourth Business Day after mailing;
        and,
        in the case of facsimile transmission, upon transmittal if confirmed by the
        sender’s facsimile device; provided
        that in
        the case of notices to Agent, Agent will be charged with knowledge of the
        contents thereof only when such notice is actually received by Agent. A
        telephonic notice to Agent as understood by Agent will be deemed to be the
        controlling and proper notice in the event of a discrepancy with or failure
        to
        receive a confirming written notice. Notices to Agent or Borrowers will be
        sent
        to the addresses set forth on Item
        28
        of the Addendum,
        or any
        other address for Borrowers or Agent of which the other is notified by like
        notice. 

      


      (b) Amendments,
        Etc.
        No
        amendment or waiver of any provision of this Agreement or any other Loan
        Document, and no consent to any departure by any Credit Party therefrom,
        shall
        in any event be effective unless the same shall be in writing and signed
        by the
        Required Lenders or by the Agent with the consent of the Required Lenders,
        and
        then such waiver or consent shall be effective only in the specific instance
        and
        for the specific purpose for which given, provided,
        however,
        that no
        amendment, waiver or consent shall (i) increase the Commitment of any Lender,
        reduce the principal of, or interest on, the Term Loan payable to any Lender,
        reduce the amount of any fee payable for the account of any Lender, or postpone
        or extend any date fixed for any payment of principal of, or interest or
        fees
        on, the Term Loan payable to any Lender, in each case without the written
        consent of any Lender affected thereby, (ii) increase the Total Commitment
        without the written consent of each Lender, (iii) change the percentage of
        the
        Commitments or of the aggregate unpaid principal amount of the Term Loan
        that is
        required for the Lenders or any of them to take any action hereunder, (iv)
        amend
        the definition of “Required Lenders” or “Pro Rata Share”, (v) release all or a
        substantial portion of the Collateral (except as otherwise provided in this
        Agreement and the other Loan Documents) or subordinate any Lien granted in
        favor
        of the Agent for the benefit of the Lenders (except as otherwise provided
        in
        this Agreement and the other Loan Documents), or release the Borrower or
        (vi)
        amend, modify or waive this Section
        16(b)
        of this
        Agreement, in each case, without the written consent of each Lender.
        Notwithstanding the foregoing, no amendment, waiver or consent shall, unless
        in
        writing and signed by the Agent, affect the rights or duties of the Agent
        (but
        not in its capacity as a Lender) under this Agreement or the other Loan
        Documents.

      


      
        
          
            
            

          

          
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      (c) No
        Waiver.
        No
        waiver hereunder will be valid unless in writing signed by Required Lenders
        (or
        by Agent at the request of the Required Lenders) and then only to the extent
        therein stated. No delay or failure on Agent’s or any Lender’s part in the
        exercise of any right or remedy hereunder will operate as a waiver thereof
        or of
        Agent’s or any Lender’s right to exercise any other right or
        remedy.

      


      (d) Time
        of Essence.
        Time is
        of the essence of this Agreement.

       

      (e) Severability.
        Wherever possible, each provision of this Agreement will be interpreted in
        such
        manner as to be effective and valid under applicable law, but if any provision
        of this Agreement will be prohibited by or invalid under applicable law,
        such
        provision will be ineffective to the extent of such prohibition or invalidity,
        without invalidating the remainder of such provision or the remaining provisions
        of this Agreement. 

       

      (f) Assignments
        and Participations.
        

       

      (i)
         This
        Agreement and the other Loan Documents shall be binding upon and inure to
        the
        benefit of each Credit Party and the Agent and each Lender and their respective
        successors and assigns; provided,
        however,
        that
        none of the Credit Parties may assign or transfer any of its rights hereunder
        without the prior written consent of each Lender and any such assignment
        without
        the Lenders' prior written consent shall be null and void.

      


      (ii) 
        Each
        Lender may assign to one or more other lenders or other entities all or a
        portion of its rights and obligations under this Agreement (including, without
        limitation, all or a portion of its Commitment and the Term Loan made by
        it);
provided,
        however,
        that
        (A) such assignment is in an amount which is at least $500,000 or a multiple
        of
        $100,000 in excess thereof (or the remainder of such Lender's Commitment)
        (except such minimum amount shall not apply to an assignment by a Lender
        to (x)
        an Affiliate of such Lender or a Related Fund of such Lender or (y) a group
        of
        new Lenders, each of whom is an Affiliate or Related Fund of each other to
        the
        extent the aggregate amount to be assigned to all such new Lenders is at
        least
        $500,000 or a multiple of $100,000 in excess thereof), (B) the parties to
        each
        such assignment shall execute and deliver to the Agent, for its acceptance,
        an
        Assignment and Acceptance, and such parties shall deliver to the Agent a
        processing and recordation fee of $5,000 (except the payment of such fee
        shall
        not be required in connection with an assignment by a Lender to an Affiliate
        of
        such Lender or Related Fund of such Lender), and (C) no written consent of
        the
        Agent shall be required in connection with any assignment by a Lender to
        an
        Affiliate of such Lender or a Related Fund of such Lender. Upon such execution,
        delivery and acceptance, from and after the effective date specified in each
        Assignment and Acceptance, which effective date shall be at least 3 Business
        Days after the delivery thereof to the Agent (or such shorter period as shall
        be
        agreed to by the Agent and the parties to such assignment), (1) the assignee
        thereunder shall become a “Lender” hereunder and, in addition to the rights and
        obligations hereunder held by it immediately prior to such effective date,
        have
        the rights and obligations hereunder that have been assigned to it pursuant
        to
        such Assignment and Acceptance and (2) the assigning Lender thereunder shall,
        to
        the extent that rights and obligations hereunder have been assigned by it
        pursuant to such Assignment and Acceptance, relinquish its rights and be
        released from its obligations under this Agreement (and, in the case of an
        Assignment and Acceptance covering all or the remaining portion of an assigning
        Lender's rights and obligations under this Agreement, such Lender shall cease
        to
        be a party hereto). Notwithstanding anything contained to the contrary in
        this
Section
        16(f)(ii),
        a
        Lender may assign any or all of its rights under the Loan Documents to an
        Affiliate of such Lender or a Related Fund of such Lender without delivering
        an
        Assignment and Acceptance to the Agent; provided, that (x) the Borrowers
        and the
        Agent may continue to deal solely and directly with such assigning Lender
        in
        connection with the interest so assigned until such Lender and its assignee
        shall have executed and delivered an Assignment and Acceptance to the Agent
        for
        recordation and (y) the failure of such assigning Lender to deliver an
        Assignment and Acceptance to the Agent or any other Person shall not affect
        the
        legality, validity or binding effect of such assignment.

      


      
        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        

      

       

      (iii)
         By
        executing and delivering an Assignment and Acceptance, the assigning Lender
        and
        the assignee thereunder confirm to and agree with each other and the other
        parties hereto as follows: (A) other than as provided in such Assignment
        and
        Acceptance, the assigning Lender makes no representation or warranty and
        assumes
        no responsibility with respect to any statements, warranties or representations
        made in or in connection with this Agreement or any other Loan Document or
        the
        execution, legality, validity, enforceability, genuineness, sufficiency or
        value
        of this Agreement or any other Loan Document furnished pursuant hereto; (B)
        the
        assigning Lender makes no representation or warranty and assumes no
        responsibility with respect to the financial condition of any Credit Party
        or
        any of its Subsidiaries or the performance or observance by any Credit Party
        of
        any of its obligations under this Agreement or any other Loan Document furnished
        pursuant hereto; (C) such assignee confirms that it has received a copy of
        this
        Agreement and the other Loan Documents, together with such other documents
        and
        information it has deemed appropriate to make its own credit analysis and
        decision to enter into such Assignment and Acceptance; (D) such assignee
        will,
        independently and without reliance upon the assigning Lender, the Agent or
        any
        Lender and based on such documents and information as it shall deem appropriate
        at the time, continue to make its own credit decisions in taking or not taking
        action under this Agreement and the other Loan Documents; (E) such assignee
        appoints and authorizes the Agent to take such action as agent on its behalf
        and
        to exercise such powers under this Agreement and the other Loan Documents
        as are
        delegated to the Agent by the terms hereof and thereof, together with such
        powers as are reasonably incidental hereto and thereto; and (F) such assignee
        agrees that it will perform in accordance with their terms all of the
        obligations which by the terms of this Agreement and the other Loan Documents
        are required to be performed by it as a Lender.

       

      (iv)
         The
        Agent
        shall, on behalf of the Borrowers, maintain, or cause to be maintained at
        the
        Payment Office, a copy of each Assignment and Acceptance delivered to and
        accepted by it and a register (the “Register”)
        for
        the recordation of the names and addresses of the Lenders and the Commitments
        of, and principal amount of the Term Loan (the “Registered
        Loans”)
        owing
        to each Lender from time to time. Other than in connection with an assignment
        by
        a Lender to an Affiliate of such Lender or a Related Fund of such Lender,
        the
        entries in the Register shall be conclusive and binding for all purposes,
        absent
        manifest error, and the Borrowers, the Agent and the Lenders shall treat
        each
        Person whose name is recorded in the Register as a Lender hereunder for all
        purposes of this Agreement. The Register shall be available for inspection
        by
        the Borrowers and any Lender at any reasonable time and from time to time
        upon
        reasonable prior notice. In the case of any assignment by a Lender to an
        Affiliate of such Lender or a Related Fund of such Lender, and which assignment
        is not recorded in the Register, the assigning Lender shall maintain a register
        comparable to the Register.

      


      
        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        

      

       

      (v)
         Upon
        its
        receipt of an Assignment and Acceptance executed by an assigning Lender and
        an
        assignee, together with any promissory notes subject to such assignment,
        the
        Agent shall, if the Agent consents to such assignment and if such Assignment
        and
        Acceptance has been completed (A) accept such Assignment and Acceptance and
        (B)
        record the information contained therein in the Register.

      


      (vi)  A
        Registered Loan (and the registered note, if any, evidencing the same) may
        be
        assigned or sold in whole or in part only by registration of such assignment
        or
        sale on the Register (or in the case of any assignment by a Lender to an
        Affiliate of such Lender or a Related Fund of such Lender, and which assignment
        is not recorded in the Register, a register comparable to the Register) (and
        each registered note shall expressly so provide). Any assignment or sale
        of all
        or part of such Registered Loan (and the registered note, if any, evidencing
        the
        same) may be effected only by registration of such assignment or sale on
        the
        Register (or in the case of any assignment by a Lender to an Affiliate of
        such
        Lender or a Related Fund of such Lender, and which assignment is not recorded
        in
        the Register, a register comparable to the Register), together with the
        surrender of the registered note, if any, evidencing the same duly endorsed
        by
        (or accompanied by a written instrument of assignment or sale duly executed
        by)
        the holder of such registered note, whereupon, at the request of the designated
        assignee(s) or transferee(s), one or more new registered notes in the same
        aggregate principal amount shall be issued to the designated assignee(s)
        or
        transferee(s). Prior to the registration of assignment or sale of any Registered
        Loan (and the registered note, if any, evidencing the same) on the Register,
        the
        Agent shall treat the Person in whose name such Registered Loan (and the
        registered note, if any, evidencing the same) is registered as the owner
        thereof
        for the purpose of receiving all payments thereon and for all other purposes,
        notwithstanding notice to the contrary. 

       

      (vii)
         In
        the
        event that any Lender sells participations in a Registered Loan, such Lender
        shall maintain a register on which it enters the name of all participants
        in the
        Registered Loans held by it (the “Participant
        Register”).
        A
        Registered Loan (and the registered note, if any, evidencing the same) may
        be
        participated in whole or in part only by registration of such participation
        on
        the Participant Register (and each registered note shall expressly so provide).
        Any participation of such Registered Loan (and the registered note, if any,
        evidencing the same) may be effected only by the registration of such
        participation on the Participant Register. 

       

      (viii)
         Any
        foreign Person who purchases or is assigned or participates in any portion
        of
        such Registered Loan shall comply with Section
        2(o). 

       

      (ix)
         Each
        Lender may sell participations to one or more banks or other entities in
        or to
        all or a portion of its rights and obligations under this Agreement and the
        other Loan Documents (including, without limitation, all or a portion of
        its
        Commitments and the Term Loan made by it); provided, that (A) such Lender's
        obligations under this Agreement (including without limitation, its Commitments
        hereunder) and the other Loan Documents shall remain unchanged; (B) such
        Lender
        shall remain solely responsible to the other parties hereto for the performance
        of such obligations, and the Borrowers, the Agent and the other Lenders shall
        continue to deal solely and directly with such Lender in connection with
        such
        Lender's rights and obligations under this Agreement and the other Loan
        Documents; and (C) a participant shall not be entitled to require such Lender
        to
        take or omit to take any action hereunder except (1) action directly effecting
        an extension of the maturity dates or decrease in the principal amount of
        the
        Term Loan, (2) action directly effecting an extension of the due dates or
        a
        decrease in the rate of interest payable on the Term Loan or the fees payable
        under this Agreement, or (3) actions directly effecting a release of all
        or a
        substantial portion of the Collateral or any Credit Party (except as set
        forth
        in Section
        14(h)
        of this
        Agreement or any other Loan Document). 

      


      
        
          
            
            

          

          
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      (g) Governing
        Law; Submission to Jurisdiction, Service, Etc.
        This
        Agreement and the other Loan Documents shall be governed by and construed
        in
        accordance with the substantive laws (other than conflict of law provisions
        and
        principles, but including Section 5-1401 and Section 5-1402 of the General
        Obligations Law) of the State of New York. Each Borrower hereby consents
        to the
        non-exclusive jurisdiction of any United States Federal Court sitting in
        New
        York, New York or any New York state court sitting in New York, New York
        in any
        action, suit or other proceeding arising out of or relating to this Agreement
        or
        any of the other Loan Documents, and each Borrower irrevocably agrees that
        all
        claims and demands in respect of any such action, suit or proceeding may
        be
        heard and determined in any such court and irrevocably waives any objection
        it
        may now or hereafter have as to the venue of any such action, suit or proceeding
        brought in any such court or that such court is an inconvenient forum. Each
        Borrower waives personal service of any and all process upon it and consents
        that all such service of process may be made by registered mail (return receipt
        requested) directed to Parent at Borrowers’ address for notices pursuant to this
        Agreement, and service so made shall be deemed to be completed with respect
        to
        all Borrowers five (5) days after the same shall have been so deposited in
        the
        United States mails. Nothing herein shall limit the right of Agent or any
        of the
        Lenders to bring proceedings against any Borrower or any Affiliate of any
        Borrower in the courts of any other jurisdiction. Any judicial proceeding
        commenced by any Borrower against Agent or any of the Lenders or any other
        holder of any Obligations, or any Affiliate of Agent or any of the Lenders
        or
        any other holder of any Obligations, involving, directly or indirectly, any
        matter in any way arising out of, related to or connected with any Loan Document
        shall be brought only in a United States Federal Court or New York state
        court
        sitting in New York, New York. Nothing in this Agreement shall be deemed
        or
        operate to affect the right of Agent or any of the Lenders to serve legal
        process in any other manner permitted by law or to preclude the enforcement
        by
        Agent or any of the Lenders of any judgment or order obtained in such forum
        or
        the taking of any action under this Agreement or any other Loan Document
        to
        enforce same in any other appropriate forum or jurisdiction.

       

      (h) Waiver
        of Jury Trial.
        TO THE
        FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWERS, EACH LENDER AND AGENT
        HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY
        ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR
        OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
        DOCUMENT, THE OBLIGATIONS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY
        OR
        THEREBY OR ANY PARTY’S ACTIONS IN THE NEGOTIATION, ADMINISTRATION, OR
        ENFORCEMENT HEREOF OR THEREOF. EACH BORROWER, EACH LENDER AND Agent ACKNOWLEDGE
        THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE
        OF
        THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF
        COUNSEL
        OF ITS CHOOSING.

      


      
        
          
            
            

          

          
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      (i) Waiver
        of Hearing.
        EACH
        BORROWER HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES ALL RIGHTS
        WHICH
        SUCH BORROWER HAS UNDER APPLICABLE LAW TO NOTICE AND TO A JUDICIAL HEARING
        PRIOR
        TO THE ISSUANCE OF A WRIT OF POSSESSION ENTITLING AGENT, ANY OF THE LENDERS,
        THEIR SUCCESSORS AND ASSIGNS TO POSSESSION OF THE COLLATERAL UPON A DEFAULT.
        WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND WITHOUT LIMITING ANY
        OTHER
        RIGHT WHICH Agent OR ANY OF THE LENDERS MAY HAVE, EACH BORROWER CONSENTS
        THAT,
        IF Agent OR ANY OF THE LENDERS FILES A PETITION FOR AN IMMEDIATE WRIT OF
        POSSESSION IN COMPLIANCE WITH APPLICABLE LAW AND THIS WAIVER OR A COPY HEREOF
        IS
        ALLEGED IN SUCH PETITION AND ATTACHED THERETO, THE COURT BEFORE WHICH SUCH
        PETITION IS FILED MAY DISPENSE WITH ALL RIGHTS AND PROCEDURES HEREIN WAIVED
        AND
        MAY ISSUE FORTHWITH AN IMMEDIATE WRIT OF POSSESSION IN ACCORDANCE WITH
        APPLICABLE LAW, WITHOUT THE NECESSITY OF AN ACCOMPANYING BOND TO THE EXTENT
        OTHERWISE REQUIRED BY APPLICABLE LAW.

      


      (j) Expenses.
        Borrowers shall pay on demand all of Agent’s and any of the Lender’s costs and
        expenses in connection with underwriting and performing due diligence with
        respect to the transactions contemplated hereby and the preparation,
        reproduction, execution, delivery, administration and enforcement of this
        Agreement, including the reasonable fees and out-of-pocket expenses of Agent’s
        and any of the Lender’s counsel, in each case whether incurred on, prior or
        subsequent to the Agreement Date. In addition, Borrowers shall pay any and
        all
        stamp and other taxes and recording and filing fees payable in connection
        with
        the execution and delivery of all other instruments and documents to be
        delivered hereunder. All provisions in this Agreement providing for the payment
        or reimbursement of Agent’s or any of the Lender’s attorneys’ fees and expenses
        include, without limitation, such fees and expenses incurred pursuant to
        or in
        connection with proceedings brought under 11 U.S.C., the Federal Bankruptcy
        Code.

       

      (k) Execution
        in Counterparts; Execution by Fax or E-Mail; Waiver of
        Acceptance.
        This
        Agreement may be executed in separate counterparts, all of which shall
        constitute one and the same agreement. Delivery of an executed counterpart
        of
        this Agreement or any other Loan Document by facsimile or e-mail shall be
        equally as effective as delivery of an original executed counterpart of this
        Agreement or such other Loan Document. Any party delivering an executed
        counterpart of this Agreement or any other Loan Document by facsimile or
        e-mail
        also shall deliver an original executed counterpart of this Agreement or
        such
        other Loan Document, but the failure to deliver an original executed counterpart
        shall not affect the validity, enforceability, and binding effect of this
        Agreement or such other Loan Document. To the fullest extent permitted by
        applicable law, each Borrower waives notice of Agent’s and any of the Lender’s
        acceptance of this Agreement and the other Loan Documents.

      


      
        
          
            
            

          

          
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      (l) No
        Third-Party Beneficiaries.
        Except
        as expressly set forth herein, neither (i) any stockholder or owner of any
        other
        equity interest in any Borrower, (ii) any of Borrower’s employees or creditors
        (other than Agent and any of the Lenders and their Affiliates), nor (iii)
        any
        other Person claiming by or through any Borrower shall be entitled to rely
        on
        this Agreement or have any rights, remedies or claims against Agent or any
        of
        the Lenders or any Affiliates of them under or in connection with this
        Agreement.

       

      (m) Entire
        Agreement.
        This
        Agreement and the other Loan Documents embody the entire agreement and
        understanding among Agent, the Lenders and Borrowers and supersede all prior
        agreements and understandings relating to the subject matter
        hereof.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

      


      
        
          
            
            

          

          
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      IN
        WITNESS WHEREOF, the undersigned have executed this Term Loan and Security
        Agreement as of the day and year first above written.

       

      
        	
                Borrowers:

              
	 
	
                CAPITAL
                  GROWTH SYSTEMS, INC.

              
	 	 
	
                By:

              	    

	
                Name:

              	   

	
                Title:

              	   

	 	 
	 	 
	
                GLOBAL
                  CAPACITY GROUP, INC. 

              
	 
	
                By:

              	   

	
                Name:

              	   

	
                Title:

              	   

	 	 
	 	 
	
                CENTREPATH,
                  INC.

              
	 	 
	
                By:

              	   

	
                Name:

              	   

	
                Title:

              	   

	 	 
	 	 
	
                20/20
                  TECHNOLOGIES, INC.

              
	 	 
	
                By:

              	   

	
                Name:

              	   

	
                Title:

              	   

	 	 
	 	 
	
                20/20
                  TECHNOLOGIES I, LLC

              
	 	 
	
                By:

              	   

	
                Name:

              	   

	
                Title:

              	   

	 	 
	 	 
	
                NEXVU
                  TECHNOLOGIES, LLC

              
	 	 
	
                By:

              	   

	
                Name:

              	   

	
                Title:

              	   



      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                FNS
                  2007, INC.

              
	 	 
	
                By:

              	   

	
                Name:

              	   

	
                Title:

              	   

	 	 
	 	 
	
                CAPITAL
                  GROWTH ACQUISITION, INC.

              
	 	 
	
                By:

              	    

	
                Name:

              	   

	
                Title:

              	   

	 	 
	 	 
	
                VANCO
                  DIRECT USA, LLC t/b/k/a GLOBAL CAPACITY DIRECT, LLC

              
	 	 
	
                By:

              	   

	
                Name:

              	   

	
                Title:

              	   

	 	 
	 	 
	
                MAGENTA
                  NETLOGIC LIMITED

              
	 	 
	
                By:

              	   

	
                Name:

              	   

	
                Title:

              	   



      

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

      
        	
                Agent
                  and Lender:

              
	 
	
                ACF
                  CGS, L.L.C.

              
	 	 
	
                By:

              	     

	
                Name:

              	 
	
                Title: