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                                                                  EXHIBIT 10.3.2


                                PLEDGE AGREEMENT
                          (State Communications, Inc.)

         THIS PLEDGE AGREEMENT ("Agreement") dated as of March 7, 2000, is by
and between STATE COMMUNICATIONS, INC., a South Carolina corporation ("Debtor"),
whose address is 200 N. Main Street, Suite 303, Greenville, South Carolina 29601
and whose Tax I.D. No. is 58-235-4282, and NORTEL NETWORKS INC., a Delaware
corporation ("Secured Party"), as Administrative Agent for the "Lenders", as
that term is defined below, whose address is 2221 Lakeside Blvd., Richardson,
Texas 75082.

                                R E C I T A L S:

         A. TriVergent Communications South, Inc. ("Borrower") is, concurrently
herewith, entering into that certain Credit Agreement dated as of March 7, 2000,
with the lenders party thereto (each individually a "Lender" and collectively,
the "Lenders") and Secured Party (such agreement, as it may be amended, renewed,
extended, restated, replaced, substituted, supplemented or otherwise modified
from time to time, is referred to herein as the "Credit Agreement").

         B. Debtor has directly and indirectly benefitted and will directly and
indirectly benefit from the Loans evidenced and governed by the Credit Agreement
and the other transactions evidenced by and contemplated in the Loan Documents
(as defined in the Credit Agreement), and execution and delivery of this
Agreement is necessary and convenient to the conduct, promotion and attainment
of the business of Debtor.

         C. The execution and delivery of this Agreement is required by the
terms of the Credit Agreement and is a condition to the availability of the
Loans to Borrower pursuant to the Credit Agreement.

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

                                    ARTICLE 1

                                   DEFINITIONS

         Section 1.1 Definitions. As used in this Agreement, the following terms
have the following meanings:

                  "Borrower" means TriVergent Communications South, Inc., a
         South Carolina corporation, with its chief executive office located at
         [200 N. MAIN STREET, SUITE 303, GREENVILLE, SOUTH CAROLINA 29601].



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                  "Broker" means any "broker," as such term is defined in
         Article or Chapter 8 of the UCC, and in any event shall include, but
         not be limited to, any Person defined as a broker or dealer under the
         federal securities laws, but without excluding a bank acting in that
         capacity.

                  "Capital Stock" means corporate stock and any and all
         securities, shares, partnership interests, limited partnership
         interests, limited liability company interests, membership interests,
         equity interests, participations, rights or other equivalents (however
         designated) of corporate stock or any of the foregoing issued by any
         entity (whether a corporation, a partnership, a limited liability
         company or another entity) and includes, without limitation, securities
         convertible into Capital Stock and rights or options to acquire Capital
         Stock.

                  "Clearing Corporation" means any "clearing corporation," as
         such term is defined in Article or Chapter 8 of the UCC, and in any
         event shall include, but not be limited to, any (a) Person that is
         registered as a "clearing agency" under the federal securities laws,
         (b) federal reserve bank, or (c) other Person that provides clearance
         or settlement services with respect to Financial Assets that would
         require it to register as a clearing agency under the federal
         securities laws but for an exclusion or exemption from the registration
         requirement, if its activities as a clearing corporation, including,
         without limitation, promulgation of rules, are subject to regulation by
         a federal or state governmental authority.

                  "Collateral" means as specified in Section 2.1.

                  "FCC" means the Federal Communications Commission and any
         successor agency.

                  "Financial Asset" means any "financial asset," as such term is
         defined in Article or Chapter 8 of the UCC, and in any event shall
         include, but not be limited to, any (a) Security, (b) obligation of a
         Person or a share, participation or other interest in a Person or in
         property or an enterprise of a Person, which is, or is of a type, dealt
         in or traded on financial markets, or which is recognized in any area
         in which it is issued or dealt in as a medium for investment, and (c)
         any property that is held by a Securities Intermediary for another
         Person in a Securities Account if the Securities Intermediary has
         expressly agreed with the other Person that the property is to be
         treated as a Financial Asset under Article or Chapter 8 of the UCC.

                  "Governmental Authority" means any nation or government, any
         state, provincial or political subdivision thereof and any entity
         exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government.

                  "Issuer" means any "issuer," as such term is defined in
         Article or Chapter 8 of the UCC, and in any event shall include, but
         not be limited to, any Person that, with respect to an obligation on or
         a defense to a Security, (a) places or authorizes the placing of its
         name on a Security Certificate, other than as authenticating trustee,
         registrar, transfer agent or the like, to evidence a share,
         participation or other interest in its property or in an enterprise, or


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         to evidence its duty to perform an obligation represented by the
         certificate; (b) creates a share, participation or other interest in
         its property or in an enterprise, or undertakes an obligation, that is
         an Uncertificated Security; (c) directly or indirectly creates a
         fractional interest in its rights or property, if the fractional
         interest is represented by a Security Certificate; or (d) becomes
         responsible for, or in the place of, another Issuer.

                  "Obligations" means the "Obligations," as such term is defined
         in the Credit Agreement, and the obligations, indebtedness and
         liabilities of Debtor under this Agreement and any other Loan Document
         to which Debtor may be a party.

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

                  "Pledged Collateral" has the meaning specified in Section
         4.7(b)(i).

                  "Pledged Shares" means all Capital Stock consisting of
         membership interests or other equity interests in, of or issued by
         Borrower now or hereafter owned by Debtor, including, without
         limitation, the shares of Capital Stock in, of or issued by Borrower
         described on Schedule 1.

                  "Proceeds" means any "proceeds," as such term is defined in
         Article or Chapter 9 of the UCC and, in any event, shall include, but
         not be limited to, (a) any and all proceeds of any insurance,
         indemnity, warranty or guaranty payable to Debtor from time to time
         with respect to any of the Collateral, (b) any and all payments (in any
         form whatsoever) made or due and payable to Debtor from time to time in
         connection with any requisition, confiscation, condemnation, seizure or
         forfeiture of all or any part of the Collateral by any Governmental
         Authority (or any Person acting, or purporting to act, for or on behalf
         of any Governmental Authority), and (c) any and all other amounts from
         time to time paid or payable under or in connection with any of the
         Collateral.

                  "Securities Account" means any "securities account," as such
         term is defined in Article or Chapter 8 of the UCC, and in any event
         shall include, but not be limited to, any account to which a Financial
         Asset is or may be credited in accordance with an agreement under which
         the Person maintaining the account undertakes to treat the Person for
         whom the account is maintained as entitled to exercise the rights that
         comprise the Financial Asset.

                  "Securities Intermediary" means any "securities intermediary,"
         as such term is defined in Article or Chapter 8 of the UCC, and in any
         event shall include, but not be limited to, any (a) Clearing
         Corporation, or (b) Person, including a bank or Broker, that in the
         ordinary course of its business maintains Securities Accounts for
         others and is acting in that capacity.


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                  "Security" means any "security," as such term is defined in
         Article or Chapter 8 of the UCC and, in any event, shall include, but
         not be limited to, any obligation of an Issuer or a share,
         participation or other interest in an Issuer or in property or an
         enterprise of an Issuer (a) which is represented by a Security
         Certificate in bearer or registered form, or the transfer of which may
         be registered upon books maintained for that purpose by or on behalf of
         the Issuer, (b) which is one of a class or series or by its terms is
         divisible into a class or series of shares, participations, interests
         or obligations, and (c) which (i) is, or is of a type, dealt in or
         traded on securities exchanges or securities markets, or (ii) is a
         medium for investment and by its terms expressly provides that it is a
         security governed by Article or Chapter 8 of the UCC.

                  "Security Certificate" means any "security certificate," as
         such term is defined in Article or Chapter 8 of the UCC, and in any
         event shall include, but not be limited to, any certificate
         representing a Security.

                  "UCC" means the Uniform Commercial Code as in effect in the
         State of New York; provided, that if, by applicable law, the perfection
         or effect of perfection or non-perfection of the security interest
         created hereunder in any Collateral is governed by the Uniform
         Commercial Code as in effect on or after the date hereof in any other
         jurisdiction, "UCC" means the Uniform Commercial Code as in effect in
         such other jurisdiction for purposes of the provisions hereof relating
         to such perfection or the effect of perfection or non-perfection.

                  "Uncertificated Security" means any "uncertificated security,"
         as such term is defined in Article or Chapter 8 of the UCC, and in any
         event shall include, but not be limited to, any Security that is not
         represented by a certificate.

         Section 1.2 Other Definitional Provisions. Terms used herein that are
defined in the Credit Agreement and are not otherwise defined herein shall have
the meanings therefor specified in the Credit Agreement. References to
"Sections," "Subsections," "Exhibits" and "Schedules" shall be to Sections,
Subsections, Exhibits and Schedules, respectively, of this Agreement unless
otherwise specifically provided. All definitions contained in this Agreement are
equally applicable to the singular and plural forms of the terms defined. All
references to statutes and regulations shall include any amendments of the same
and any successor statutes and regulations. References to particular sections of
the UCC should be read to refer also to parallel sections of the Uniform
Commercial Code as enacted in each state or other jurisdiction where any portion
of the Collateral is or may be located.


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                                    ARTICLE 2

                                SECURITY INTEREST

         Section 2.1 Security Interest. As collateral security for the prompt
payment and performance in full when due of the Obligations (whether at stated
maturity, by acceleration or otherwise), Debtor hereby pledges and assigns (as
collateral) to Secured Party, and grants to Secured Party a continuing Lien on
and security interest in, all of Debtor's right, title and interest in and to
the following, whether now owned or hereafter arising or acquired and wherever
located (collectively, the "Collateral"):

         (a) the Pledged Shares and the certificates representing the Pledged
Shares, and all dividends, cash, instruments and other property from time to
time received, receivable or otherwise distributed or distributable in respect
of or in exchange for any or all of the Pledged Shares;

         (b) all proceeds, in cash or otherwise, of any of the property
described in the foregoing clause (a) and all liens, security, rights, remedies
and claims of Debtor with respect thereto; and

         (c) all Proceeds and products of any or all of the foregoing.

         Section 2.2 Delivery of Collateral. All certificates or instruments
representing, evidencing or constituting the Pledged Shares or any other
Collateral (now owned or hereafter acquired), promptly upon Debtor gaining any
rights therein, shall be delivered to and held by or on behalf of Agent pursuant
hereto in suitable form for transfer by delivery, or accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to Secured Party. After the occurrence and
during the continuation of a Default or an Event of Default, Secured Party shall
have the right at any time to exchange certificates or instruments representing
or evidencing any Pledged Collateral in its possession for certificates or
instruments of smaller or larger denominations.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

         To induce Secured Party to enter into this Agreement, Debtor represents
and warrants to Secured Party that:

         Section 3.1 Title. Debtor is, and with respect to Collateral acquired
after the date hereof Debtor will be, the legal and beneficial owner of the
Collateral free and clear of any Lien or other encumbrance, except for Permitted
Liens and Liens in favor of Secured Party.

         Section 3.2 Financing Statements. No financing statement, security
agreement or other Lien instrument covering all or any part of the Collateral is
on file in any public office, except as may have been filed in favor of Secured
Party pursuant to this Agreement and except for financing


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statements evidencing Permitted Liens in favor of Secured Party. Except as may
be disclosed on Schedule 2 hereto, Debtor does not do business and has not done
business within the past five (5) years under a trade name or any name other
than its legal name set forth at the beginning of this Agreement.

         Section 3.3 Principal Place of Business. The principal place of
business and chief executive office of Debtor, and the office where Debtor keeps
its books and records, is located at the address of Debtor shown at the
beginning of this Agreement.

         Section 3.4 Perfection. Upon the filing of Uniform Commercial Code
financing statements in the jurisdictions listed on Schedule 3 hereto and
Secured Party's obtaining possession of the Pledged Shares and Security
Certificates of Debtor, the security interest in favor of Secured Party created
herein will constitute a valid and perfected Lien upon and security interest in
the Collateral, subject to no equal or prior Liens.

         Section 3.5 Pledged Shares.

         (a) The Pledged Shares have been duly authorized and validly issued
and, as required by the articles of organization, operating agreement,
regulations and other constitutional documents of Borrower, are fully paid and
nonassessable under the laws of the jurisdiction of incorporation or
organization of the issuers thereof.

         (b) Debtor is the legal and beneficial owner of the Pledged Shares,
free and clear of any Lien (other than the Lien created by this Agreement), and
Debtor has not sold, granted any option with respect to, assigned, transferred
or otherwise disposed of any of its rights or interest in or to the Pledged
Shares.

         (c) On the date hereof, the Pledged Shares constitute the percentage of
the issued and outstanding shares of Capital Stock of the issuers thereof
indicated on Schedule 1, as such Schedule 1 may from time to time be
supplemented, amended or modified.

         Section 3.6 Consideration. Debtor expects to derive substantial benefit
(and Debtor may reasonably be expected to derive substantial benefit), directly
and indirectly, from the Loans and the other transactions contemplated by the
Credit Agreement. Debtor will receive reasonably equivalent value in exchange
for the Collateral being provided by it pursuant to the Loan Documents to which
it is a party as security for the payment and performance of the Obligations.


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                                    ARTICLE 4

                                    COVENANTS

         Debtor covenants and agrees with Secured Party that until the
Obligations are paid and performed in full and all Commitments under the Credit
Agreement have expired or have been terminated:

         Section 4.1 Encumbrances. Debtor shall not create, permit or suffer to
exist, and shall defend the Collateral against, any Lien or other encumbrance on
the Collateral, and shall defend Debtor's rights in the Collateral and Secured
Party's pledge and collateral assignment of and security interest in the
Collateral against the claims and demands of all Persons. Debtor shall do
nothing to impair the rights of Secured Party in the Collateral.

         Section 4.2 Disposition of Collateral. Except as expressly permitted by
the terms of the Credit Agreement, Debtor shall not sell, lease, assign (by
operation of law or otherwise) or otherwise dispose of, or grant any option with
respect to, the Collateral or any part thereof without the prior written consent
of Secured Party.

         Section 4.3 Further Assurances. At any time and from time to time, upon
the request of Secured Party, and at the sole expense of Debtor, Debtor shall
promptly execute and deliver all such further agreements, documents and
instruments and take such further action as Secured Party may reasonably deem
necessary or appropriate to preserve and perfect its security interest in and
pledge and collateral assignment of the Collateral and carry out the provisions
and purposes of this Agreement or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any of the Collateral,
and, to the extent any of the Collateral at any time constitutes Investment
Property (as defined in the UCC), then Debtor shall cause Secured Party to
obtain "control," as defined in Article or Chapter 8 of the UCC, of such
Collateral in one (or more, if Secured Party reasonably so requests) of the
manners prescribed in Section 8-106 of the UCC. Debtor and Secured Party agree
that the grant of the security interest in the Investment Property pursuant to
this Agreement shall have the effect of a delivery of such securities to Secured
Party pursuant to Section 8-301 of the UCC, and the effect of a taking of
delivery by Secured Party of such Collateral in accordance with Section 8-302 of
the UCC. Except as otherwise expressly permitted by the terms of the Credit
Agreement relating to disposition of assets and except for Permitted Liens,
Debtor agrees to defend the title to the Collateral and the Lien thereon of
Secured Party against the claim of any other Person and to maintain and preserve
such Lien. Without limiting the generality of the foregoing, Debtor shall (a)
execute and deliver to Secured Party such financing statements as Secured Party
may from time to time require; and (b) execute and deliver to Secured Party such
other agreements, documents and instruments as Secured Party may require to
perfect and maintain the validity, effectiveness and priority of the Liens
intended to be created by the Loan Documents. Debtor authorizes Secured Party to
file one or more financing or continuation statements, and amendments thereto,
relating to all or any part of the Collateral without the signature of Debtor
where permitted by law. A carbon, photographic or other reproduction of this
Agreement or of any


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financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement and may be filed as a financing statement.

         Section 4.4 Entity Changes. Debtor shall not change its name, identity
or corporate structure in any manner that might make any financing statement
filed in connection with this Agreement seriously misleading unless Debtor shall
have given Secured Party thirty (30) days prior written notice thereof and shall
have taken all action deemed necessary or appropriate by Secured Party to
protect its Liens and the perfection and priority thereof. Debtor shall not
change its principal place of business, chief executive office or the place
where it keeps its books and records unless it shall have given Secured Party
thirty (30) days prior written notice thereof and shall have taken all action
deemed necessary or appropriate by Secured Party to cause its security interest
in the Collateral to be perfected with the priority required by this Agreement.

         Section 4.5 Books and Records; Information. Debtor shall keep accurate
and complete books and records of the Collateral and Debtor's business and
financial condition in accordance with GAAP. Debtor shall from time to time at
the request of Secured Party deliver to Secured Party such information regarding
the Collateral and Debtor as Secured Party may reasonably request, including,
without limitation, lists and descriptions of the Collateral and evidence of the
identity and existence of the Collateral. To the extent required by Section 4.4
of this Agreement, Debtor shall mark its books and records to reflect the
security interest of Secured Party under this Agreement.

         Section 4.6 Notification. Debtor shall promptly notify Secured Party of
(a) any Lien, encumbrance or claim (other than Permitted Liens) that has
attached to or been made or asserted against any of the Collateral, (b) any
material change in any of the Collateral, including, without limitation, any
material damage to or loss of Collateral and (c) the occurrence of any other
event or condition (including, without limitation, matters as to Lien priority)
that could have a material adverse effect on the Collateral or the security
interest created hereunder.


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         Section 4.7 Voting Rights; Distributions, Etc.

         (a) So long as no Default or Event of Default shall have occurred and
be continuing:

                  (i) Debtor shall be entitled to exercise any and all voting
         and other consensual rights (including, without limitation, the right
         to give consents, waivers and notifications in respect of any of the
         Pledged Collateral) pertaining to any of the Pledged Collateral or any
         part thereof; provided, however, that without the prior written consent
         of Secured Party, no vote shall be cast or consent, waiver or
         ratification given or action taken which would (A) be inconsistent with
         or violate any provision of this Agreement or any other Loan Document
         or (B) amend, modify or waive any term, provision or condition of the
         partnership agreement, certificate of incorporation, by-laws,
         certificate of formation, operating agreement or other charter document
         or other agreement relating to, evidencing, providing for the issuance
         of or securing any Collateral; and provided further that Debtor shall
         give Secured Party at least five (5) Business Days' prior written
         notice in the form of an officer's certificate of the manner in which
         it intends to exercise, or the reasons for refraining from exercising,
         any voting or other consensual rights pertaining to the Collateral or
         any part thereof which might have a material adverse effect on the
         value of the Collateral or any part thereof; and

                  (ii) Unless a Default or an Event of Default shall have
         occurred and be continuing, Debtor shall be entitled to receive and
         retain any and all dividends and interest paid in respect of any of the
         Collateral to the extent permitted by the Credit Agreement; provided,
         however, that any and all

                           (A) Restricted Payments paid or payable in violation
                  of Section 9.4 of the Credit Agreement,

                           (B) Restricted Payments paid or payable other than in
                  cash in respect of, and instruments and other property
                  received, receivable or otherwise distributed in respect of,
                  or in exchange for, any Collateral,

                           (C) Restricted Payments hereafter paid or payable in
                  cash in respect of any Collateral in connection with a partial
                  or total liquidation or dissolution or in connection with a
                  reduction of capital, capital surplus or paid-in-surplus, and

                           (D) cash paid, payable or otherwise distributed in
                  redemption of, or in exchange for, any Collateral,

         shall be, and shall be forthwith delivered to Secured Party to hold as,
         Collateral and shall, if received by Debtor, be received in trust for
         the benefit of Secured Party, be segregated from the other property or
         funds of Debtor and be forthwith delivered to Secured Party as
         Collateral in the same form as so received (with any necessary
         endorsement). All amounts (other than amounts described in clauses (ii)
         (A)-(D) above which shall not be released to


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         Debtor) received by Secured Party in respect of any Pledged Collateral
         shall be either (1) promptly released to Debtor, so long as no Default
         or Event of Default shall have occurred and be continuing or (2) if any
         Default or Event of Default shall have occurred and be continuing, held
         by Secured Party and (if an Event of Default shall have occurred and be
         continuing) applied as provided by the Credit Agreement. During the
         continuance of any Default, any dividends, interest or other
         distributions (whether in cash, securities, property or otherwise)
         received by Debtor with respect to any Pledged Collateral shall be held
         by Debtor in trust for the benefit of Secured Party and, upon the
         request of Secured Party, shall be delivered promptly to Secured Party
         to hold as Collateral or shall be applied by Secured Party toward
         payment of the Obligations, as Secured Party may in its discretion
         determine. If such Default is waived or cured to the satisfaction of
         Secured Party, any such distributions (except those of the types
         described in clauses (ii)(A-D) above) shall be returned promptly to
         Debtor (provided that no other Default or Event of Default exists). If
         such Default remains uncured and becomes an Event of Default, any such
         distributions will be applied by Secured Party as provided in the
         Credit Agreement.

         (b) Upon the occurrence and during the continuance of a Default or an
Event of Default:

                  (i) Secured Party may, without notice to Debtor, transfer or
         register in the name of Secured Party or any of its nominees any or all
         of the Collateral described in Section 2.1(a) or Section 2.1(b), the
         proceeds thereof (in cash or otherwise) and all liens, security,
         rights, remedies and claims of Debtor with respect thereto
         (collectively, the "Pledged Collateral") held by Secured Party
         hereunder, and Secured Party or its nominee may thereafter, after
         delivery of notice to Debtor, exercise all voting and corporate rights
         at any meeting of any corporation, partnership or other business entity
         issuing any of the Pledged Collateral and any and all rights of
         conversion, exchange, subscription or any other rights, privileges or
         options pertaining to any of the Pledged Collateral as if it were the
         absolute owner thereof, including, without limitation, the right to
         exchange at its discretion any and all of the Pledged Collateral upon
         the merger, consolidation, reorganization, recapitalization or other
         readjustment of any corporation, partnership or other business entity
         issuing any of such Pledged Collateral or upon the exercise by any such
         issuer or Secured Party of any right, privilege or option pertaining to
         any of the Pledged Collateral, and in connection therewith, to deposit
         and deliver any and all of the Pledged Collateral with any committee,
         depositary, transfer agent, registrar or other designated agency upon
         such terms and conditions as it may determine, all without liability
         except to account for property actually received by it but Secured
         Party shall have no duty to exercise any of the aforesaid rights,
         privileges or options, and Secured Party shall not be responsible for
         any failure to do so or delay in so doing.

                  (ii) All rights of Debtor to exercise the voting and other
         consensual rights which it would otherwise be entitled to exercise
         pursuant to Section 4.7(a)(i) and to receive the dividends, interest
         and other distributions which it would otherwise be authorized to
         receive and retain pursuant to Section 4.7(a)(ii) shall be suspended
         until such Default or Event of Default


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         shall no longer exist, and all such rights shall, until such Default or
         Event of Default shall no longer exist, thereupon become vested in
         Secured Party which shall thereupon have the sole right to exercise
         such voting and other consensual rights and to receive and hold as
         Collateral such dividends, interest and other distributions.

                  (iii) All dividends, interest and other distributions which
         are received by Debtor contrary to the provisions of this Section
         4.7(b) shall be received in trust for the benefit of Secured Party,
         shall be segregated from other funds of Debtor, and shall be forthwith
         paid over to Secured Party as Collateral in the same form as so
         received (with any necessary endorsement).

                  (iv) Debtor shall execute and deliver (or cause to be executed
         and delivered) to Secured Party all such proxies and other instruments
         as Secured Party may reasonably request for the purpose of enabling
         Secured Party to exercise the voting and other rights which it is
         entitled to exercise pursuant to this Section 4.7(b) and to receive the
         dividends, interest and other distributions which it is entitled to
         receive and retain pursuant to this Section 4.7(b). The foregoing shall
         not in any way limit Secured Party's power and authority granted
         pursuant to Section 5.1.

         4.8 Transfers and Other Liens; Additional Investments.

         (a) Except as may be expressly permitted by the terms of the Credit
Agreement, Debtor shall not grant any option with respect to, exchange, sell or
otherwise dispose of any of the Collateral or create or permit to exist any Lien
upon or with respect to any of the Collateral except for the Liens created
hereby.

         (b) Debtor agrees that it will (i) cause each issuer of any of the
Pledged Collateral not to issue any Capital Stock, notes or other securities or
instruments in addition to or in substitution for any of the Pledged Collateral,
except, with the written consent of Secured Party, to Debtor, (ii) pledge
hereunder, immediately upon its acquisition (directly or indirectly) thereof,
any and all such Capital Stock, notes or other securities or instruments, and
(iii) promptly (and in any event within three Business Days) deliver to Secured
Party an Amendment, duly executed by Debtor, in substantially the form of
Exhibit A (an "Amendment"), in respect of such Capital Stock, notes or other
securities or instruments, together with all certificates, notes or other
securities or instruments representing or evidencing the same. Debtor hereby (A)
authorizes Secured Party to attach each Amendment to this Agreement, (B) agrees
that all such Capital Stock, notes or other securities or instruments listed on
any Amendment delivered to Secured Party shall for all purposes hereunder
constitute Pledged Collateral, and (iii) is deemed to have made, upon such
delivery, the representations and warranties contained in Article III with
respect to such Pledged Collateral.

         Section 4.9 Possession; Reasonable Care. Regardless of whether a
Default or an Event of Default has occurred or is continuing, Secured Party
shall have the right to hold in its possession all Pledged Collateral pledged,
assigned or transferred hereunder and from time to time constituting a portion
of the Collateral. Secured Party may, from time to time, in its sole discretion,
appoint one or more agents (which in no case shall be Debtor or an Affiliate of
Debtor) to hold physical custody,


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for the account of Secured Party, of any or all of the Collateral. Secured Party
shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which Secured Party accords its own
property, it being understood that Secured Party shall not have any
responsibility for (a) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not Secured Party has or is deemed to have knowledge of
such matters, or (b) taking any necessary steps to preserve rights against any
parties with respect to any Collateral. Following the occurrence and during the
continuance of an Event of Default, Secured Party shall be entitled to take
possession of the Collateral.

                                    ARTICLE 5

                             Rights of Secured Party

         Section 5.1 Power of Attorney. Debtor hereby irrevocably constitutes
and appoints Secured Party and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the name of Debtor or in its own name, to take after the
occurrence and during the continuance of an Event of Default and from time to
time thereafter, any and all action and to execute any and all documents and
instruments which Secured Party at any time and from time to time deems
necessary or desirable to accomplish the purposes of this Agreement and, without
limiting the generality of the foregoing, Debtor hereby gives Secured Party the
power and right on behalf of Debtor and in its own name to do any of the
following after the occurrence and during the continuance of an Event of Default
and from time to time thereafter, without notice to or the consent of Debtor:

         (a) to demand, sue for, collect or receive, in the name of Debtor or in
its own name, any money or property at any time payable or receivable on account
of or in exchange for any of the Collateral and, in connection therewith,
endorse checks, notes, drafts, acceptances, money orders, documents of title or
any other instruments for the payment of money under the Collateral or any
policy of insurance;

         (b) to pay or discharge taxes, Liens or other encumbrances levied or
placed on or threatened against the Collateral;

         (c) (i) to direct account debtors and any other parties liable for any
payment under any of the Collateral to make payment of any and all monies due
and to become due thereunder directly to Secured Party or as Secured Party shall
direct; (ii) to receive payment of and receipt for any and all monies, claims
and other amounts due and to become due at any time in respect of or arising out
of any Collateral; (iii) to sign and endorse any drafts against debtors,
assignments, proxies, stock powers, verifications and notices in connection with
accounts and other documents relating to the Collateral; (iv) to commence and
prosecute any suit, action or proceeding at law or in equity in any court of
competent jurisdiction to collect the Collateral or any part thereof and to
enforce any other right in respect of any Collateral; (v) to defend any suit,
action or proceeding brought against Debtor with respect to any Collateral; (vi)
to settle, compromise or adjust any suit, action or proceeding described above
and, in connection therewith, to give such discharges or releases as Secured
Party


                                       12

<PAGE>   13

may deem appropriate; (vii) to exchange any of the Collateral for other property
upon any merger, consolidation, reorganization, recapitalization or other
readjustment of the issuer thereof and, in connection therewith, deposit any of
the Collateral with any committee, depositary, transfer agent, registrar or
other designated agency upon such terms as Secured Party may determine; (viii)
to add or release any guarantor, indorser, surety or other party to any of the
Collateral; (ix) to renew, extend or otherwise change the terms and conditions
of any of the Collateral; (x) to make, settle, compromise or adjust any claims
under or pertaining to any of the Collateral (including claims under any policy
of insurance); and (xi) to sell, transfer, pledge, convey, make any agreement
with respect to or otherwise deal with any of the Collateral as fully and
completely as though Secured Party were the absolute owner thereof for all
purposes, and to do, at Secured Party's option and Debtor's expense, at any
time, or from time to time, all acts and things which Secured Party reasonably
deems necessary to protect, preserve, maintain, or realize upon the Collateral
and Secured Party's security interest therein.

This power of attorney is a power coupled with an interest and shall be
irrevocable until this Agreement is terminated in accordance with its terms.
Secured Party shall be under no duty to exercise or withhold the exercise of any
of the rights, powers, privileges and options expressly or implicitly granted to
Secured Party in this Agreement, and shall not be liable for any failure to do
so or any delay in doing so. Neither Secured Party nor any Person designated by
Secured Party shall be liable for any act or omission or for any error of
judgment or any mistake of fact or law. This power of attorney is conferred on
Secured Party solely to protect, preserve, maintain and realize upon its
security interest in the Collateral. Secured Party shall not be responsible for
any decline in the value of the Collateral and shall not be required to take any
steps to preserve rights against prior parties or to protect, preserve or
maintain any Lien given to secure the Collateral.

         Section 5.2 Set-off. If an Event of Default shall have occurred and be
continuing, each of Secured Party and the Lenders shall have the right to
set-off and apply against the Obligations, at any time and without notice to
Debtor, any and all deposits (general or special, time or demand, provisional or
final) or other sums at any time credited by or owing from any of Secured Party
or the Lenders to Debtor and although such Obligations may be unmatured. The
rights and remedies of Secured Party and the Lenders hereunder are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that Secured Party and the Lenders may have.

         Section 5.3 Assignment by Secured Party. In accordance with the
provisions of the Credit Agreement, any of Secured Party and the Lenders may at
any time assign or otherwise transfer all or any portion of its rights and
obligations under this Agreement and the other Loan Documents (including,
without limitation, the Obligations), in connection with an assignment of the
Obligations, to any other Person, and such other Person shall thereupon become
vested with all the benefits thereof granted to Secured Party and the Lenders,
respectively, herein or otherwise.

         Section 5.4 Performance by Secured Party. If Debtor shall fail to
perform any covenant or agreement contained in this Agreement, Secured Party may
perform or attempt to perform such covenant or agreement on behalf of Debtor. In
such event, Debtor shall, at the request of Secured Party, promptly pay any
amount expended by Secured Party in connection with such performance


                                       13

<PAGE>   14

or attempted performance to Secured Party, together with interest thereon at the
Default Rate from and including the date of such expenditure to but excluding
the date such expenditure is paid in full. Notwithstanding the foregoing, it is
expressly agreed that Secured Party shall not have any liability or
responsibility for the performance of any indebtedness, liability or obligation
of Debtor under this Agreement.

                                    ARTICLE 6

                                     Default

         Section 6.1 Rights and Remedies. If an Event of Default shall have
occurred and be continuing, Secured Party shall have the following rights and
remedies (subject to Section 6.3):

         (a) In addition to all other rights and remedies granted to Secured
Party in this Agreement or in any other Loan Document or by applicable law,
Secured Party shall have all of the rights and remedies of a secured party under
the UCC (whether or not the UCC applies to the affected Collateral) and Secured
Party may also, without notice except as specified below, sell the Collateral or
any part thereof in one or more parcels at public or private sale, at any
exchange, broker's board or at any of Secured Party's offices or elsewhere, for
cash, on credit or for future delivery, and upon such other terms as Secured
Party may deem commercially reasonable or otherwise as may be permitted by law.
Without limiting the generality of the foregoing, Secured Party may (i) without
demand or notice to Debtor, collect, receive or take possession of the
Collateral or any part thereof and for that purpose Secured Party may enter upon
any premises on which the Collateral is located and remove the Collateral
therefrom or render it inoperable, and/or (ii) sell, lease or otherwise dispose
of the Collateral, or any part thereof, in one or more parcels at public or
private sale or sales, at Secured Party's offices or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as Secured Party may
deem commercially reasonable or otherwise as may be permitted by law. Secured
Party shall have the right at any public sale or sales, and, to the extent
permitted by applicable law, at any private sale or sales, to bid (which bid may
be, in whole or in part, in the form of cancellation of indebtedness) and become
a purchaser of the Collateral or any part thereof free of any right or equity of
redemption on the part of Debtor, which right or equity of redemption is hereby
expressly waived and released by Debtor. Upon the request of Secured Party,
Debtor shall assemble the Collateral and make it available to Secured Party at
any place designated by Secured Party that is reasonably convenient to Debtor
and Secured Party. Debtor agrees that Secured Party shall not be obligated to
give more than five (5) days prior written notice of the time and place of any
public sale or of the time after which any private sale may take place and that
such notice shall constitute reasonable notice of such matters. Secured Party
shall not be obligated to make any sale of Collateral if it shall determine not
to do so, regardless of the fact that notice of sale of Collateral may have been
given. Secured Party may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. Debtor shall
be liable for all expenses of retaking, holding, preparing for sale or the like,
and all attorneys' fees, legal expenses and other costs and expenses incurred by
Secured Party in connection with the collection of the


                                       14


<PAGE>   15

Obligations and the enforcement of Secured Party's rights under this Agreement.
Debtor shall remain liable for any deficiency if the Proceeds of any sale or
other disposition of the Collateral applied to the Obligations are insufficient
to pay the Obligations in full. Secured Party may apply the Collateral against
the Obligations in such order and manner as Secured Party may elect in its sole
discretion. Debtor waives all rights of marshaling, valuation and appraisal in
respect of the Collateral. Any cash held by Secured Party as Collateral and all
cash proceeds received by Secured Party in respect of any sale of, collection
from or other realization upon all or any part of the Collateral may, in the
discretion of Secured Party, be held by Secured Party as collateral for, and
then or at any time thereafter applied in whole or in part by Secured Party
against, the Obligations in such order as Secured Party shall select. Any
surplus of such cash or cash proceeds and interest accrued thereon, if any, held
by Secured Party and remaining after payment in full of all the Obligations
shall be paid over to Debtor or to whomsoever may be lawfully entitled to
receive such surplus; provided that Secured Party shall have no obligation to
invest or otherwise pay interest on any amounts held by it in connection with or
pursuant to this Agreement.

         (b) Secured Party may cause any or all of the Collateral held by it to
be transferred into the name of Secured Party or the name or names of Secured
Party's nominee or nominees.

         (c) Secured Party may exercise any and all rights and remedies of
Debtor under or in respect of the Collateral, including, without limitation, any
and all rights of Debtor to demand or otherwise require payment of any amount
under, or performance of any provision of, any of the Collateral and any and all
voting rights and corporate powers in respect of the Collateral.

         (d) Secured Party may collect or receive all money or property at any
time payable or receivable on account of or in exchange for any of the
Collateral, but shall be under no obligation to do so.

         (e) On any sale of the Collateral, Secured Party is hereby authorized
to comply with any limitation or restriction with which compliance is necessary,
in the view of Secured Party's counsel, in order to avoid any violation of
applicable law or in order to obtain any required approval of the purchaser or
purchasers by any applicable Governmental Authority.


                                       15


<PAGE>   16

         Section 6.2 Private Sales, Etc.

         (a) Debtor recognizes that Secured Party may be unable to effect a
public sale of any or all of the Collateral by reason of certain prohibitions
contained in the Securities Act of 1933, as amended from time to time (the
"Securities Act") and applicable state securities laws but may be compelled to
resort to one or more private sales thereof to a restricted group of purchasers
who will be obliged to agree, among other things, to acquire such Collateral for
their own account for investment and not with a view to the distribution or
resale thereof. Debtor acknowledges and agrees that any such private sale may
result in prices and other terms less favorable to the seller than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall, to the extent permitted by law, be deemed to have been made
in a commercially reasonable manner. Neither Secured Party nor the Lenders shall
be under any obligation to delay a sale of any of the Collateral for the period
of time necessary to permit the issuer of such securities to register such
securities under the Securities Act or under any applicable state securities
laws, even if such issuer would agree to do so.

         (b) Debtor further agrees to do or cause to be done, to the extent that
Debtor may do so under applicable law, all such other acts and things as may be
necessary to make such sales or resales of any portion or all of the Collateral
valid and binding and in compliance with any and all applicable laws,
regulations, orders, writs, injunctions, decrees or awards of any and all
courts, arbitrators or governmental instrumentalities, domestic or foreign,
having jurisdiction over any such sale or sales, all at Debtor's expense. Debtor
further agrees that a breach of any of the covenants contained in this Section
6.2 will cause irreparable injury to Secured Party and the Lenders and that
Secured Party and the Lenders have no adequate remedy at law in respect of such
breach and, as a consequence, agrees that each and every covenant contained in
this Section 6.2 shall be specifically enforceable against Debtor, and Debtor
hereby waives and agrees, to the fullest extent permitted by law, not to assert
as a defense against an action for specific performance of such covenants that
(i) Debtor's failure to perform such covenants will not cause irreparable injury
to Secured Party and the Lenders or (ii) Secured Party and the Lenders have an
adequate remedy at law in respect of such breach. Debtor further acknowledges
the impossibility of ascertaining the amount of damages which would be suffered
by Secured Party and the Lenders by reason of a breach of any of the covenants
contained in this Section 6.2 and, consequently, agrees that, if Debtor shall
breach any of such covenants and Secured Party or any Lender shall sue for
damages for such breach, Debtor shall pay to Secured Party or such Lender, as
liquidated damages and not as a penalty, an aggregate amount equal to the value
of the Collateral on the date Secured Party or such Lender shall demand
compliance with this Section 6.2.

         (c) DEBTOR HEREBY AGREES TO INDEMNIFY, PROTECT AND SAVE HARMLESS
SECURED PARTY AND THE LENDERS AND ANY CONTROLLING PERSONS THEREOF WITHIN THE
MEANING OF THE SECURITIES ACT FROM AND AGAINST ANY AND ALL LIABILITIES, SUITS,
CLAIMS, COSTS AND EXPENSES (INCLUDING COUNSEL FEES AND DISBURSEMENTS) ARISING
UNDER THE SECURITIES ACT, THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED,
ANY APPLICABLE STATE SECURITIES STATUTE, OR AT COMMON LAW, OR


                                       16


<PAGE>   17

PURSUANT TO ANY OTHER APPLICABLE LAW IN CONNECTION WITH THE SALE OF ANY
SECURITIES OR THE EXERCISE OF ANY OTHER RIGHT OR REMEDY OF SECURED PARTY,
INSOFAR AS SUCH LIABILITIES, SUITS, CLAIMS, COSTS AND EXPENSES ARISE OUT OF, OR
ARE BASED UPON, ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL
FACT MADE BY DEBTOR IN CONNECTION WITH THE SALE OR PROPOSED SALE OF ANY PART OF
THE COLLATERAL, OR ARISES OUT OF, OR IS BASED UPON, THE OMISSION OR ALLEGED
OMISSION BY DEBTOR TO STATE A MATERIAL FACT REQUIRED TO BE STATED IN CONNECTION
THEREWITH OR NECESSARY TO MAKE THE STATEMENTS MADE NOT MISLEADING; PROVIDED,
HOWEVER, THAT DEBTOR SHALL NOT BE LIABLE IN ANY SUCH CASE TO THE EXTENT THAT ANY
SUCH LIABILITIES, SUITS, CLAIMS, COSTS AND EXPENSES ARISE OUT OF, OR ARE BASED
UPON, ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED
OMISSION MADE IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION
FURNISHED TO DEBTOR BY SECURED PARTY OR SUCH LENDER SPECIFICALLY FOR INCLUSION
IN CONNECTION THEREWITH. THE FOREGOING INDEMNITY AGREEMENT IS IN ADDITION TO ANY
INDEBTEDNESS, LIABILITY OR OBLIGATION THAT DEBTOR MAY OTHERWISE HAVE TO SECURED
PARTY OR ANY SUCH LENDER OR ANY SUCH CONTROLLING PERSON.

         Section 6.3 Compliance with Laws. Notwithstanding anything to the
contrary contained in any Loan Document or in any other agreement, instrument or
document executed by Debtor and delivered to Secured Party, Secured Party will
not take any action pursuant to this Agreement any document referred to herein
which would constitute or result in any assignment of any FCC license or any
change of control (whether de jure or de facto) of Debtor if such assignment of
any FCC license or change of control would require, under then existing law, the
prior approval of the FCC or any other Governmental Authority without first
obtaining such prior approval of the FCC or other Governmental Authority. Upon
the occurrence of an Event of Default or at any time thereafter during the
continuance thereof, subject to the terms and conditions of this Agreement,
Debtor agrees to take any action which Secured Party may reasonably request in
order to obtain from the FCC or such other Governmental Authority such approval
as may be necessary to enable Secured Party to exercise and enjoy the full
rights and benefits granted to Secured Party by this Agreement and the other
documents referred to above, including specifically, at the cost and expense of
Debtor, the use of reasonable efforts to assist in obtaining approval of the FCC
or such other Governmental Authority for any action or transaction contemplated
by this Agreement for which such approval is or shall be required by law, and
specifically, without limitation, upon request, to prepare, sign and file with
the FCC or such other Governmental Authority the assignor's or transferor's
portion of any application or applications for consent to the assignment of
license or transfer of control necessary or appropriate under the FCC's or such
other Governmental Authority's rules and regulations for approval of (a) any
sale or other disposition of the Collateral by or on behalf of Secured Party, or
(b) any assumption by Secured Party of voting rights in the Collateral effected
in accordance with the terms of this Agreement.


                                       17


<PAGE>   18

                                    ARTICLE 7

                                  Miscellaneous

         Section 7.1 No Waiver; Cumulative Remedies. No failure on the part of
Secured Party to exercise and no delay in exercising, and no course of dealing
with respect to, any right, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies provided for in this Agreement are cumulative and not
exclusive of any rights and remedies provided by law.

         Section 7.2 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of Debtor and Secured Party and their respective
heirs, successors and permitted assigns, except that Debtor may not assign any
of its rights, indebtedness, liabilities or obligations under this Agreement
without the prior written consent of Secured Party.

         Section 7.3 Entire Agreement; Amendment . THIS AGREEMENT EMBODIES THE
FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL
PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES HERETO. The provisions of this Agreement may be
amended or waived only by an instrument in writing signed by the parties hereto.

         Section 7.4 Notices. All notices and other communications provided for
in this Agreement shall be given or made by telecopy or in writing and
telecopied, mailed by certified mail return receipt requested or delivered to
the intended recipient at the "Address for Notices" specified below its name on
the signature pages hereof; or, as to any party at such other address as shall
be designated by such party in a notice to the other party given in accordance
with this Section 7.4. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopy or when personally delivered or, in the case of a mailed notice, three
(3) Business Days after deposit in the mails, in each case given or addressed as
aforesaid; provided, however, that notices to Secured Party shall be deemed
given when received by Secured Party.

         Section 7.5 Governing Law; Submission to Jurisdiction; Service of
Process. EXCEPT AS MAY BE EXPRESSLY STATED TO THE CONTRARY IN THE CREDIT
AGREEMENT, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES) AND EACH OF THE PARTIES HERETO CHOOSE THE LAWS OF THE STATE OF NEW
YORK TO GOVERN THIS AGREEMENT PURSUANT TO N.Y. GEN. OBLIG. LAW SECTION 5-1401
(CONSOL.


                                       18


<PAGE>   19

1995) AND APPLICABLE LAWS OF THE U.S. DEBTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF EACH OF (1) THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK, (2) ANY NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, (3) THE
U.S. DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, AND (4) ANY TEXAS STATE
COURT SITTING IN DALLAS, COUNTY, TEXAS, FOR THE PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. DEBTOR IRREVOCABLY
CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES OF SUCH PROCESS TO DEBTOR AT ITS ADDRESS FOR NOTICES
SET FORTH UNDERNEATH ITS SIGNATURE HERETO. DEBTOR HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.

         Section 7.6 Headings. The headings, captions and arrangements used in
this Agreement are for convenience only and shall not affect the interpretation
of this Agreement.

         Section 7.7 Survival of Representations and Warranties. All
representations and warranties made in this Agreement or in any certificate
delivered pursuant hereto shall survive the execution and delivery of this
Agreement, and no investigation by Secured Party shall affect the
representations and warranties or the right of Secured Party to rely upon them.

         Section 7.8 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         Section 7.9 Waiver of Bond. In the event Secured Party seeks to take
possession of any or all of the Collateral by judicial process, Debtor hereby
irrevocably waives any bonds and any surety or security relating thereto that
may be required by applicable law as an incident to such possession, and waives
any demand for possession prior to the commencement of any such suit or action.

         Section 7.10 Severability. Any provision of this Agreement which is
determined by a court of competent jurisdiction to be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 7.11 Construction. Debtor and Secured Party acknowledge that
each of them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this


                                       19

<PAGE>   20

Agreement with its legal counsel and that this Agreement shall be construed as
if jointly drafted by Debtor and Secured Party.

         Section 7.12 Termination. If all of the Obligations shall have been
paid and performed in full and all Commitments of the Lenders shall have expired
or terminated, Secured Party shall, upon the written request of Debtor, execute
and deliver to Debtor a proper instrument or instruments acknowledging the
release and termination of the security interests created by this Agreement, and
shall duly assign and deliver to Debtor (without recourse and without any
representation or warranty) such of the Collateral as may be in the possession
of Secured Party and has not previously been sold or otherwise applied pursuant
to this Agreement.

         Section 7.13 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SECURED
PARTY IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.



                  [Remainder of page intentionally left blank.]



                                       20


<PAGE>   21

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first written above.

                                      DEBTOR:

                                      STATE COMMUNICATIONS, INC.


                                      By: ______________________________________
                                      Name:  Clark H. Mizell
                                      Title: Senior Vice President and CFO

                                      Address for Notices:
                                      200 N. Main Street
                                      Suite 303
                                      Greenville, South Carolina 29601
                                      Fax No.: (864) 271-7810
                                      Telephone No.: (864) 370-4500
                                      Attention: Hamilton E. Russell, III



                                       21

<PAGE>   22

                                      SECURED PARTY:

                                      NORTEL NETWORKS INC.
                                      as Administrative Agent

                                      By:    ___________________________________
                                      Name:  ___________________________________
                                      Title: ___________________________________

                                      Address for Notices:
                                      Nortel Networks Inc.
                                      GMS 991 15 A40
                                      2221 Lakeside Boulevard
                                      Richardson, Texas 75082-4399
                                      Telecopy No.:  (972) 684-3679
                                      Telephone No.: (972) 684-2271
                                      Attention:  Paul D. Day, Vice President
                                                  Customer Finance North America

                                      and

                                      Nortel Networks Inc.
                                      P.O. Box 833858
                                      Richardson, Texas  75083-3858
                                      Mail Stop 468/05/B40
                                      Telecopy No.: (972) 685-3613
                                      Telephone No.: (972) 684-7687
                                      Attention:  Kimberly Poe,
                                                  Loan Administration


                                       22

<PAGE>   23

                                    EXHIBIT A

                                FORM OF AMENDMENT

         This Amendment, dated ____________________, ____, is delivered pursuant
to Section 4.8(b) of the Pledge Agreement (as herein defined) referred to below.
The undersigned hereby agrees that this Amendment may be attached to the Pledge
Agreement dated as of March 7, 2000, between the undersigned and Nortel Networks
Inc., as Secured Party (the "Pledge Agreement") and that the Capital Stock or
other instruments listed on Schedule 1 annexed hereto shall be and become part
of the Collateral referred to in the Pledge Agreement and shall secure payment
and performance of all Obligations as provided in the Pledge Agreement.

         Capitalized terms used herein but not defined herein shall have the
meanings therefor provided in the Pledge Agreement.

                                      DEBTOR:

                                      STATE COMMUNICATIONS, INC.


                                      By: _____________________________________
                                      Name:  Clark H. Mizell
                                      Title: Senior Vice President and CFO



                                      Address for Notices:
                                      200 N. Main Street
                                      Suite 303
                                      Greenville, South Carolina 29601
                                      Fax No.: (864) 370-4500
                                      Telephone No.: (864) 271-7810
                                      Attention: Hamilton E. Russell, III



                                       26

<PAGE>   24

                                      SECURED PARTY:

                                      NORTEL NETWORKS INC.
                                      as Administrative Agent

                                      By:    __________________________________
                                      Name:  __________________________________
                                      Title: __________________________________

                                      Address for Notices:
                                      Nortel Networks Inc.
                                      GMS 991 15 A40
                                      2221 Lakeside Boulevard
                                      Richardson, Texas 75082-4399
                                      Telecopy No.:  (972) 684-3679
                                      Telephone No.: (972) 684-2271
                                      Attention:  Vice President
                                                  Customer Finance North America

                                      and

                                      Nortel Networks Inc.
                                      P.O. Box 833858
                                      Richardson, Texas  75083-3858
                                      Mail Stop 468/05/B40
                                      Telecopy No.: (972) 684-3613
                                      Telephone No.: (972) 684-7687
                                      Attention:  Kimberly Poe,
                                                  Loan Administration



                                       27

<PAGE>   25

                                   Schedule 1
                                       to
                                Form of Amendment


<TABLE>
<CAPTION>
                                                                                 Number of       Percentage of
                                                               Certificate       Shares or        Outstanding
               Issuer                  Class of Interests         No(s).         Interests      Shares or Interests
               ------                  ------------------      -----------       ----------     -------------------

<S>                                    <C>                     <C>               <C>            <C>



</TABLE>



                                       28