<PAGE>

                                                                   EXHIBIT 10.25

                         CREDIT AND GUARANTY AGREEMENT

                         dated as of December 9, 1999

                                     among

                       NORTHPOINT COMMUNICATIONS, INC.,

                     NORTHPOINT COMMUNICATIONS GROUP INC.,

            CERTAIN SUBSIDIARIES OF NORTHPOINT COMMUNICATIONS, INC.,
                                 as Guarantors,

                               VARIOUS LENDERS,

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

                      CANADIAN IMPERIAL BANK OF COMMERCE,
                           as Administrative Agent,

                                      and

                       CAPITAL SYNDICATION CORPORATION,
                            as Documentation Agent

            ________________________________________________________

                 $250,000,000 Senior Secured Credit Facilities

            ________________________________________________________
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
<S>                                                                                       <C>
SECTION 1. DEFINITIONS AND INTERPRETATION...............................................    2
           1.1.   Definitions...........................................................    2
           1.2.   Accounting Terms......................................................   34
           1.3.   Interpretation, etc...................................................   35

SECTION 2. LOANS AND LETTERS OF CREDIT..................................................   35
           2.1.   Revolving Loans and Delayed Draw Term Loans...........................   35
           2.2.   Term Loans............................................................   37
           2.3.   Swing Line Loans......................................................   37
           2.4.   Issuance of Letters of Credit and Purchase of Participations Therein..   40
           2.5.   Pro Rata Shares; Availability of Funds................................   46
           2.6.   Use of Proceeds.......................................................   46
           2.7.   Evidence of Debt; Register; Lenders' Books and Records; Notes.........   47
           2.8.   Interest on Loans.....................................................   48
           2.9.   Conversion/Continuation...............................................   50
           2.10.  Default Interest......................................................   51
           2.11.  Fees..................................................................   51
           2.12.  Scheduled Payments/Commitment Reductions..............................   52
           2.13.  Voluntary Prepayments/Commitment Reductions...........................   55
           2.14.  Mandatory Prepayments/Commitment Reductions...........................   56
           2.15.  Application of Prepayments/Commitment Reductions......................   58
           2.16.  General Provisions Regarding Payments.................................   60
           2.17.  Ratable Sharing.......................................................   61
           2.18.  Making or Maintaining Eurodollar Rate Loans...........................   62
           2.19.  Increased Costs; Capital Adequacy.....................................   64
           2.20.  Taxes; Withholding, etc...............................................   65
           2.21.  Obligation to Mitigate................................................   68
           2.22.  Defaulting Lenders....................................................   68
           2.23.  Removal or Replacement of a Lender....................................   69
           2.24.  Incremental Facility Commitments and Loans............................   70

SECTION 3. REPRESENTATIONS AND WARRANTIES...............................................   74
           3.1.   Organization; Powers..................................................   74
           3.2.   Corporate Authorization...............................................   74
           3.3.   Financial Statements..................................................   75
           3.4.   No Material Adverse Change............................................   75
           3.5.   Litigation............................................................   76
           3.6.   Tax Returns...........................................................   76
</TABLE>

                                      (i)
<PAGE>

<TABLE>
<S>                                                                                      <C>
         3.7.   No Defaults...........................................................   76
         3.8.   Properties............................................................   76
         3.9.   Collateral............................................................   76
         3.10.  Licenses, Material Agreements, Intellectual Property..................   77
         3.11.  Compliance With Laws..................................................   78
         3.12.  ERISA.................................................................   78
         3.13.  Investment Company Act; Public Utility Holding Company Act............   79
         3.14.  Federal Reserve Regulations...........................................   79
         3.15.  Insurance.............................................................   79
         3.16.  Capitalization and Subsidiaries.......................................   79
         3.17.  Real Estate Assets....................................................   80
         3.18.  Solvency..............................................................   80
         3.19.  Brokers, etc..........................................................   80
         3.20.  No Material Misstatements.............................................   80
         3.21.  Year 2000 Matters.....................................................   80

SECTION 4. CONDITIONS PRECEDENT.......................................................   80
         4.1.   Closing Date..........................................................   80
         4.2.   Conditions to Each Credit Extension...................................   84

SECTION 5. AFFIRMATIVE COVENANTS......................................................   85
         5.1.   Corporate and Franchise Existence.....................................   85
         5.2.   Compliance with Laws, Etc.............................................   85
         5.3.   Maintenance of Properties.............................................   85
         5.4.   Insurance.............................................................   85
         5.5.   Taxes.................................................................   87
         5.6.   Financial Statements, Reports, etc....................................   88
         5.7.   Litigation and Other Notices..........................................   89
         5.8.   Future Properties.....................................................   90
         5.9.   ERISA.................................................................   90
         5.10.  Access to Premises and Records........................................   90
         5.11.  Design, Construction..................................................   90
         5.12.  Environmental Notices.................................................   90
         5.13.  Amendment of Organizational Documents.................................   91
         5.14.  Fiscal Year...........................................................   91
         5.15.  Future Subsidiaries...................................................   91
         5.16.  Accounting; Maintenance of Records....................................   91
         5.17.  Collocation Agreements................................................   92
         5.18.  Interest Rate Protection..............................................   92
         5.19.  Further Assurances....................................................   92

SECTION 6. NEGATIVE COVENANTS.........................................................   92
</TABLE>

                                     (ii)
<PAGE>

<TABLE>
<S>                                                                                     <C>
         6.1.   Indebtedness..........................................................   92
         6.2.   Liens.................................................................   94
         6.3.   No Further Negative Pledges...........................................   95
         6.4.   Restricted Junior Payments............................................   96
         6.5.   Restrictions on Subsidiary Distributions..............................   96
         6.6.   Investments...........................................................   97
         6.7.   Financial Covenants...................................................   98
         6.8.   Fundamental Changes; Disposition of Assets; Acquisitions..............  102
         6.9.   Disposal of Subsidiary Interests......................................  103
         6.10.  Sales and Lease-Backs.................................................  103
         6.11.  Transactions with Shareholders and Affiliates.........................  103
         6.12.  Conduct of Business...................................................  104
         6.13.  Permitted Parent Guarantor Activities.................................  104
         6.14.  Fiscal Year...........................................................  104

SECTION 7. GUARANTY...................................................................  104
         7.1.   Guaranty of the Obligations...........................................  104
         7.2.   Contribution by Guarantors............................................  104
         7.3.   Payment by Guarantors.................................................  105
         7.4.   Liability of Guarantors Absolute......................................  106
         7.5.   Waivers by Guarantors.................................................  107
         7.6.   Guarantors' Rights of Subrogation, Contribution, etc..................  108
         7.7.   Subordination of Other Obligations....................................  109
         7.8.   Continuing Guaranty...................................................  109
         7.9.   Authority of Guarantors or Company....................................  110
         7.10.  Financial Condition of Company........................................  110
         7.11.  Bankruptcy, etc.......................................................  110
         7.12.  Notice of Events......................................................  111
         7.13.  Discharge of Guaranty Upon Sale of Guarantor..........................  111

SECTION 8. EVENTS OF DEFAULT..........................................................  111
         8.1.   Events of Default.....................................................  111

SECTION 9. AGENTS.....................................................................  115
         9.1.   Appointment of Agents.................................................  115
         9.2.   Powers and Duties.....................................................  115
         9.3.   General Immunity......................................................  116
         9.4.   Agents Entitled to Act as Lender......................................  117
         9.5.   Lenders' Representations, Warranties and Acknowledgment...............  117
         9.6.   Right to Indemnity....................................................  117
         9.7.   Successor Administrative Agent and Swing Line Lender..................  118
         9.8.   Collateral Documents and Guaranty.....................................  119
</TABLE>

                                    (iii)
<PAGE>

<TABLE>
<S>                                                                                   <C>
SECTION 10.   MISCELLANEOUS.........................................................  119
      10.1.   Notices...............................................................  119
      10.2.   Expenses..............................................................  120
      10.3.   Indemnity.............................................................  120
      10.4.   Set-Off...............................................................  121
      10.5.   Amendments and Waivers................................................  121
      10.6.   Successors and Assigns; Participations................................  123
      10.7.   Independence of Covenants.............................................  127
      10.8.   Survival of Representations, Warranties and Agreements................  127
      10.9.   No Waiver; Remedies Cumulative........................................  127
      10.10.  Marshalling; Payments Set Aside.......................................  127
      10.11.  Severability..........................................................  128
      10.12.  Obligations Several; Independent Nature of Lenders' Rights............  128
      10.13.  Headings..............................................................  128
      10.14.  APPLICABLE LAW........................................................  128
      10.15.  CONSENT TO JURISDICTION...............................................  128
      10.16.  WAIVER OF JURY TRIAL..................................................  129
      10.17.  Confidentiality.......................................................  129
      10.18.  Usury Savings Clause..................................................  130
      10.19.  Counterparts..........................................................  130
      10.20.  Effectiveness.........................................................  130
</TABLE>

                                     (iv)
<PAGE>

APPENDICES:    A-1        Revolving Credit Commitments
               A-2        Delayed Draw Term Loan Commitments
               A-3        Term Loan Commitments
               B          Notice Addresses


SCHEDULES:     3.10(a)    Certain Approvals
               3.10(b)       Material Agreements
               3.12       ERISA Matters
               3.16       Capitalization and Subsidiaries
               3.17       Real Estate Assets
               4.1(f)A       Certain Leasehold Properties
               4.1(f)B    Certain Collocation Agreements
               6.1        Certain Indebtedness
               6.2        Certain Liens
               6.6        Certain Investments
               6.11       Certain Transactions


EXHIBITS:      A-1        Funding Notice
               A-2        Conversion/Continuation Notice
               A-3        Issuance Notice
               A-4        Incremental Facility Notice
               B-1        Revolving Loan Note
               B-2        Delayed Draw Term Loan Note
               B-3        Term Loan Note
               B-4        Swing Line Note
               C          Compliance Certificate
               D          Opinions of Counsel to Credit Parties
               E          Assignment Agreement
               F          Certificate Re Non-bank Status
               G-1        Closing Date Certificate
               G-2        Solvency Certificate
               H          Counterpart Agreement
               I          Pledge and Security Agreement
               J-1        Lessor Waiver and Consent Agreement
               J-2        ILEC Consent


                                      (v)
<PAGE>

                         CREDIT AND GUARANTY AGREEMENT

     This CREDIT AND GUARANTY AGREEMENT, dated as of December 9, 1999, is
entered into by and among NORTHPOINT COMMUNICATIONS, INC., a Delaware
corporation ("Company"), NORTHPOINT COMMUNICATIONS GROUP INC., a Delaware
corporation ("Parent Guarantor"), CERTAIN SUBSIDIARIES OF COMPANY, as
Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT
PARTNERS L.P. ("GSCP"), as Lead Arranger (in such capacity,"Lead Arranger"), and
as Syndication Agent (in such capacity,"Syndication Agent"), CANADIAN IMPERIAL
BANK OF COMMERCE ("CIBC"), as Administrative Agent (together with its permitted
successors in such capacity,"Administrative Agent"), and CAPITAL SYNDICATION
CORPORATION ("CSC"), as Documentation Agent (in such capacity,"Documentation
Agent").


                                   RECITALS:

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

     WHEREAS, Lenders have agreed to extend certain credit facilities to
Company, in an aggregate amount not to exceed $150,000,000, consisting of up to
$30,000,000 aggregate principal amount of Revolving Credit Commitments,
$60,000,000 aggregate principal amount of Delayed Draw Term Loans, and
$60,000,000 aggregate principal amount of Term Loans, the proceeds of which will
be used to repay all of the Indebtedness under the Existing Loan Agreements, to
pay Transaction Costs and to finance the purchase of telecommunications
equipment and other Consolidated Capital Expenditures associated with the build-
out in certain targeted central offices of one or more local exchange carriers
and for working capital and other general corporate purposes;

     WHEREAS, Company has agreed to secure all of its obligations hereunder by
granting to Administrative Agent, for the benefit of Lenders, a First Priority
Lien on substantially all of its assets, including a pledge of all of the
Capital Stock of each of its Domestic Subsidiaries and 65% of all the Capital
Stock of each of its Foreign Subsidiaries; and

     WHEREAS, Guarantors have agreed to guarantee the obligations of Company
hereunder and to secure Company's and all of the Guarantors' respective
Obligations hereunder by granting to Administrative Agent, for the benefit of
Lenders, a First Priority Lien on substantially all of their assets, including a
pledge of all of the Capital Stock of each of their respective Domestic
Subsidiaries (including Company) and 65% of all the Capital Stock of each of
their respective Foreign Subsidiaries.

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


DEFINITIONS AND INTERPRETATION AND INTERPRETATION

                                       1
<PAGE>

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

          "Acknowledgment of Pledge" as defined in the Pledge and Security
Agreement.

          "Adjusted Eurodollar Rate" means, for any Interest Rate Determination
Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per
annum obtained by dividing (and rounding upward to the next whole multiple of
1/100 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%)
equal to the rate determined by Administrative Agent to be the offered rate
which appears on the page of the Telerate Screen which displays an average
British Bankers Association Interest Settlement Rate (such page currently being
page number 3740 or 3750, as applicable) for deposits (for delivery on the first
day of such period) with a term equivalent to such period in Dollars, determined
as of approximately 11:00 a.m. (London, England time) on such Interest Rate
Determination Date, or (b) in the event the rate referenced in the preceding
clause (a) does not appear on such page or service or if such page or service
shall cease to be available, the rate per annum (rounded to the nearest 1/100 of
1%) equal to the rate determined by Administrative Agent to be the offered rate
on such other page or other service which displays an average British Bankers
Association Interest Settlement Rate for deposits (for delivery on the first day
of such period) with a term equivalent to such period in Dollars, determined as
of approximately 11:00 a.m. (London, England time) on such Interest Rate
Determination Date, or (c) in the event the rates referenced in the preceding
clauses (a) and (b) are not available, the rate per annum (rounded to the
nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in
the London interbank market by CIBC for deposits (for delivery on the first day
of the relevant period) in Dollars of amounts in same day funds comparable to
the principal amount of the applicable Loan of Administrative Agent, in its
capacity as a Lender, for which the Adjusted Eurodollar Rate is then being
determined with maturities comparable to such period as of approximately 11:00
a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an
amount equal to (a) one minus (b) the Applicable Reserve Requirement; provided,
                        -----                                         --------
notwithstanding the foregoing, the term "Adjusted Eurodollar Rate" shall mean a
rate per annum equal to the rate of interest set forth in clause (i) of this
definition with respect to any Lender that has not delivered to Company and
Administrative Agent a written notice certifying that such Lender is subject to
the Applicable Reserve Requirements.

          "Administrative Agent" as defined in the preamble hereto.

          "Affected Lender" as defined in Section 2.18(b).

          "Affected Loans" as defined in Section 2.18(b).

          "Affiliate" means, as applied to any Person, any other Person directly
or

                                       2
<PAGE>

indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power (i) to vote 10% or more of the Securities having
ordinary voting power for the election of directors of such Person or (ii) to
direct or cause the direction of the management and policies of that Person,
whether through the ownership of voting securities or by contract or otherwise.

          "Agent" means each of Lead Arranger, Syndication Agent, Administrative
Agent, Documentation Agent and, if applicable, Incremental Facility Syndication
Agent.

          "Aggregate Amounts Due" as defined in Section 2.17.

          "Aggregate Commitment Usage" means, as of any date of determination,
an amount, stated as a percentage, calculated by dividing (i) the aggregate
amount of the Total Utilization of Revolving Credit Commitments plus the
aggregate amount of Total Utilization of Delayed Draw Term Loan Commitments as
of such date, by (ii) the aggregate amount of the Revolving Credit Commitments
plus the aggregate amount of the Delayed Draw Term Loan Commitments then in
effect as of such date.

          "Aggregate Payments" as defined in Section 7.2.

          "Agreement" means this Credit and Guaranty Agreement, dated as of
December 9, 1999, as it may be amended, supplemented or otherwise modified from
time to time.

          "Applicable Commitment Fee Percentage" means a percentage, per annum,
determined by reference to the Aggregate Commitment Usage in effect from time to
time as set forth below:


               ======================================================
                      Aggregate            Applicable Commitment
                  Commitment Usage             Fee Percentage
               ------------------------------------------------------
               greater than
               or equal to  66%                    0.75%
               ------------------------------------------------------
               less than    66%                    1.25%
               greater than
               or equal to  33%
               ------------------------------------------------------

               less than    33%                    1.50%
               ======================================================


          "Applicable Margin" means (i) with respect to Eurodollar Rate Loans,
(a) from the Closing Date until the date of delivery of the Compliance
Certificate and the financial statements for the period ending June 30, 2000,  a
percentage, per annum, determined by reference to the following table as if the
Total Leverage Ratio then in effect were > 8.00:1.00;
                                         -

                                       3
<PAGE>

and (b) thereafter, a percentage, per annum, determined by reference to the
Total Leverage Ratio in effect from time to time as set forth below:


               ==============================================
                      Total           Applicable Margin
                 Leverage Ratio
               ----------------------------------------------
               less than    0 or             4.25%
               greater than
               or equal to  8.00:1.00
               ----------------------------------------------
               less than    8.00:1.00        3.75%
               greater than
               or equal to  6.50:1.00
               ----------------------------------------------
               less than    6.50:1.00        3.50%
               greater than
               or equal to  5.00:1.00
               ----------------------------------------------

               less than    5.00:1.00        3.25%
               ==============================================


and (ii) with respect to Base Rate Loans (including Swing Line Loans), an amount
equal to (a) the Applicable Margin for Eurodollar Rate Loans as set forth in
clause (i)(a) or (i)(b) above, as applicable, minus (b) 1.00% per annum.  No
change in the Applicable Margin shall be effective until three Business Days
after the date on which Administrative Agent shall have received the applicable
financial statements and a Compliance Certificate pursuant to Section 5.6(d)
calculating the Total Leverage Ratio.  At any time Company has not submitted to
Administrative Agent the applicable information as and when required under
Section 5.6(d), the Applicable Margin shall be determined as if the Total
Leverage Ratio were in excess of 8.00:1.00.  Within one Business Day of receipt
of the applicable information as and when required under Section 5.6(d),
Administrative Agent shall give each Lender telefacsimile or telephonic notice
(confirmed in writing) of the Applicable Margin in effect from such date.

          "Applicable Prepayment Premium Percentage" means a percentage, per
annum, in effect from time to time as set forth below:


               ======================================================
                    Period after            Applicable Prepayment
                  the Closing Date           Premium Percentage
               ------------------------------------------------------

                    0-12 months                   3.00%
               ------------------------------------------------------

                    13-24 months                  2.00%
               ======================================================

          "Applicable Reserve Requirement" means, at any time, for any
Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including, without limitation, any basic marginal, special,
supplemental, emergency or other reserves) are required to be maintained with
respect thereto against "Eurocurrency liabilities" (as such term is defined in

                                       4
<PAGE>

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

          "Asset Sale" means a sale, lease or sub-lease (as lessor or
sublessor), sale and leaseback, assignment, conveyance, transfer or other
disposition to, or any exchange of property with, any Person (other than Parent
Guarantor, Company or any Subsidiary Guarantor), in one transaction or a series
of transactions, of all or any part of Parent Guarantor's or any of its
Subsidiaries' businesses, assets or properties of any kind, whether real,
personal, or mixed and whether tangible or intangible, whether now owned or
hereafter acquired, including, without limitation, the Capital Stock of any of
Parent Guarantor's Subsidiaries, other than (i) inventory (or other assets) sold
or leased in the ordinary course of business, (ii) sales of assets for aggregate
consideration of less than $250,000 with respect to any transaction or series of
related transactions and less than $1,000,000 in the aggregate during any fiscal
year and (iii) sales of Cash Equivalents in the ordinary course of business.

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

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

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

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

                                       5
<PAGE>

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

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

          "Benefit Plan" means a defined benefit plan as defined in Section
3(35) of ERISA (other than a Multiemployer Plan) in respect of which Company or
any ERISA Affiliate is, or within the immediately preceding six (6) years was,
an "employer" as defined in Section 3(5) of ERISA.

          "Business" means the business of operating and maintaining the Systems
owned by Company and its Subsidiaries and all operations related thereto or in
support thereof.

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

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

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

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

          "Cash Equivalents" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after such
date and having, at the time of the

                                       6
<PAGE>

acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from
Moody's; (iii) commercial paper maturing no more than one year from the date of
creation thereof and having, at the time of the acquisition thereof, a rating of
at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates of
deposit, repurchase agreements, money market or other cash management accounts,
bankers acceptances and short term Eurodollar time deposits maturing within one
year after such date and issued or accepted by any Lender or by any financial
institution organized under the laws of the United States of America or any
state thereof or the District of Columbia that either (x) has a long term
deposit rating of at least A-2 from Moody's and A by S&P or (y) (a) is at least
"adequately capitalized" (as defined in the regulations of its primary Federal
banking regulator) and (b) has Tier 1 capital (as defined in such regulations)
of not less than $100,000,000; (v) floating and fixed rate obligations of major
corporation, banks, and agencies, including, but not limited to, corporate bond,
medium term notes, deposit notes and eurodollar/yankee notes and bonds;
provided, with respect to all obligations referred to in this clause (v), (a)
--------
all such obligations shall be rated at least A2 or A by Moody's or S&P,
respectively; (b) no such obligation shall have a duration in excess of one
year, and (c) the aggregate principal amount of all such obligations held at any
time by all of the Credit Parties shall not exceed 50% of the aggregate
principal amount of all Cash Equivalents described in clauses (i) through (iv)
of this definition (including, with respect to investments referred to in
clauses (i) and (ii) hereof, investments in the form permitted pursuant to
clause (vi) of this definition); and (vi) shares of any money market mutual fund
that (a) has substantially all of its assets invested continuously in the types
of investments referred to in clauses (i) and (ii) above, (b) has net assets of
not less than $500,000,000, and (c) has the highest rating obtainable from
either S&P or Moody's.

          "Certificate re Non-Bank Status" means a certificate substantially in
the form of Exhibit F.

          "Change of Control" means, at any time, (i) for a period of one year
after the Closing Date, either of the Founders referred to in clauses (i) or
(ii) of the definition thereof shall cease to own or control at least 20% of the
Capital Stock of Parent Guarantor owned and controlled by such Founder as of the
Closing Date; (ii) any Person or "group" (within the meaning of Rules 13d-3 and
13d-5 under the Exchange Act) other than one or more of the Founders (a) shall
have acquired beneficial ownership of 30% or more on a fully diluted basis of
the voting and/or economic interest in the Capital Stock of Parent Guarantor or
(b) shall have obtained the power (whether or not exercised) to elect a majority
of the members of the board of directors (or similar governing body) of Parent
Guarantor; (iii) a "change of control" or similar event shall occur under any
Indebtedness permitted hereunder; (iv) Parent Guarantor shall cease to
beneficially own and control 100% on a fully diluted basis of the economic and
voting interest in the Capital Stock of Company; or (v) the majority of the
seats (other than vacant seats) on the board of directors (or similar governing
body) of Parent Guarantor cease to be occupied by Persons who either (a) were
members of the board of directors of Parent Guarantor on the Closing Date or (b)
were nominated for election by the board of directors of Parent Guarantor, a

                                       7
<PAGE>

majority of whom were directors on the Closing Date or whose election or
nomination for election was previously approved by a majority of such directors.

          "Class" means (i) with respect to Lenders, each of the following
classes of Lenders: (a) Lenders having Revolving Credit Exposure (including
Swing Line Lender), (b) Lenders having Delayed Draw Term Loan Exposure, and (c)
Lenders having Term Loan Exposure, and (ii) with respect to Commitments and
Loans, each of the following classes of Commitments and Loans: and (a) Revolving
Credit Commitments and Revolving Loans (including Swing Line Loans), (b) Delayed
Draw Term Loan Commitments and Delayed Draw Term Loans,  and (c) Term Loan
Commitments and Term Loans.

          "Closing Date" means the date on which the Term Loans are made.

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

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

          "Collateral Account" as defined in Section 2.4(h).

          "Collateral Documents" means the Pledge and Security Agreement and all
other instruments, documents and agreements delivered by any Credit Party
pursuant to this Agreement or any of the other Credit Documents in order to
grant to Administrative Agent, for the benefit of Lenders, a Lien on any real,
personal or mixed property of that Credit Party as security for the Obligations.

          "Commitment" means a Revolving Credit Commitment or either of the
Credit Facility Term Loan Commitments, and the term "Commitments" means the
Revolving Credit Commitments and the Credit Facility Term Loan Commitments,
collectively.

          "Company" as defined in the preamble hereto.

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

          "Consolidated Adjusted EBITDA" means, for any period, an amount
determined for Parent Guarantor and its Subsidiaries on a consolidated basis
equal to (i)  the sum, without duplication, of the amounts for such period of
(a) Consolidated Net Income, (b) Consolidated Interest Expense, (c) provisions
for taxes based on income, (d) total depreciation expense, (e) total
amortization expense, (f) to the extent deducted in determining Consoli-

                                       8
<PAGE>

dated Net Income, Market Co-Development Costs funded on or before June 30,
2001by equity Investments by non-Affiliates of Parent Guarantor; provided, all
                                                                 --------
such Market Co-Development Costs included in this clause (f) shall not exceed
$5,000,000 in the aggregate in any fiscal quarter; and (e) other non-Cash items
reducing Consolidated Net Income (excluding any such non-Cash item to the extent
that it represents an accrual or reserve for potential Cash items in any future
period or amortization of a prepaid Cash item that was paid in a prior period),
minus (ii) other non-Cash items increasing Consolidated Net Income for such
-----
period (excluding any such non-Cash item to the extent it represents the
reversal of an accrual or reserve for potential Cash item in any prior period).

          "Consolidated Capital Expenditures" means, for any period, the
aggregate of all expenditures of Parent Guarantor and its Subsidiaries during
such period determined on a consolidated basis that, in accordance with GAAP,
are or should be included in "purchase of property and equipment" or similar
items reflected in the consolidated statement of cash flows of Parent Guarantor
and its Subsidiaries.

          "Consolidated Capitalization" means, as at any date of determination,
the sum of (i) Consolidated Total Debt and (ii) the paid-in-equity capital,
including preferred stock but excluding additional equity issued as pay-in-kind
dividends on issued and outstanding equity Securities and excluding any
accumulated deficits resulting from operations, of Parent Guarantor and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.

          "Consolidated Cash Interest Expense" means, for any period,
Consolidated Interest Expense for such period, excluding any amount not payable
in Cash.

          "Consolidated Current Assets" means, as at any date of determination,
the total assets of Parent Guarantor and its Subsidiaries on a consolidated
basis that may properly be classified as current assets in conformity with GAAP,
excluding Cash and Cash Equivalents.

          "Consolidated Current Liabilities" means, as at any date of
determination, the total liabilities of Parent Guarantor and its Subsidiaries on
a consolidated basis that may properly be classified as current liabilities in
conformity with GAAP, excluding the current portion of long term debt.

          "Consolidated Excess Cash Flow" means, for any period, an amount (if
positive) equal to: (i) the sum, without duplication, of the amounts for such
period of (a) Consolidated Adjusted EBITDA, and (b) the Consolidated Working
Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for
                    -----
such period of (a) voluntary and scheduled repayments of Consolidated Total Debt
(excluding repayments of Revolving Loans or Swing Line Loans except to the
extent the Revolving Credit Commitments are permanently reduced in connection
with such repayments), (b) Consolidated Capital Expenditures (net of any
proceeds of any related financings with respect to such expenditures), (c)
Consolidated Cash Interest

                                       9
<PAGE>

Expense, (d) the provision for current taxes based on income of Parent Guarantor
and its Subsidiaries and payable in cash with respect to such period, (e) to the
extent not otherwise deducted in the determination of Consolidated Excess Cash
Flow, Investments permitted and actually made during such period under Section
6.6(h); and (f) Restricted Junior Payments permitted and actually made during
such period under Section 6.4(b).

          "Consolidated Fixed Charges" means, for any period, the sum, without
duplication, of the amounts determined for Parent Guarantor and its Subsidiaries
on a consolidated basis equal to (i) Consolidated Principal Payments for such
period, (ii) Consolidated Interest Expense for such period, (iii) Consolidated
Capital Expenditures for such period, (iv) all payments for taxes based on
income paid in Cash by Parent Guarantor and its Subsidiaries for such period,
and (v) all dividends paid in Cash by Parent Guarantor for such period.

          "Consolidated Interest Expense" means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) of Parent Guarantor and its Subsidiaries on
a consolidated basis with respect to all outstanding Indebtedness of Parent
Guarantor and its Subsidiaries, including all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing and net costs under Interest Rate Agreements, but excluding, however,
any amounts referred to in Section 2.11(d) payable on or before the Closing
Date.

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

          "Consolidated Principal Payments" means, for any period, total
scheduled principal payments (including that portion attributable to Capital
Leases in accordance with GAAP) of Parent Guarantor and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of Parent
Guarantor and its Subsidiaries.

                                       10
<PAGE>

          "Consolidated Senior Debt" means, as at any date of determination, the
aggregate stated balance sheet amount of all Indebtedness of Company and its
Subsidiaries referred to in Sections 6.1(a), 6.1(i), 6.1(j), and 6.1(l)
determined on a consolidated basis in accordance with GAAP.

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

          "Consolidated Working Capital" means, as at any date of determination,
the excess of Consolidated Current Assets over Consolidated Current Liabilities.

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

          "Contaminant" means any pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum derived
substance or waste, or any constituent of any such substance or waste.

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

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

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

          "Contributing Guarantors" as defined in Section 7.2.

          "Credit Date" means the date of a Credit Extension.

          "Credit Document" means any of this Agreement, the Notes, if any, the
Collateral Documents, any documents or certificates executed by Company in favor
of Issuing Bank relating to Letters of Credit, and all other documents,
instruments or agreements executed and delivered by a Credit Party for the
benefit of Agents, Issuing Bank or any Lender in connection herewith; provided,
the term "Credit Document" shall not include any Hedge Agreement unless (x) such
Hedge Agreement is between Company and a Lender Counterparty and (y) Company and
such Lender Counterparty have agreed that such Hedge Agreement is a

                                       11
<PAGE>

"Credit Document."

          "Credit Extension" means the making of a Loan or the issuing of a
Letter of Credit.

          "Credit Facility Term Loan" means a Delayed Draw Term Loan or a Term
Loan, as applicable.

          "Credit Facility Term Loan Commitment" means the Delayed Draw Term
Loan Commitment or the Term Loan Commitment of a Lender, as applicable, and
"Credit Facility Term Loan Commitments" means such Commitments of all Lenders in
the aggregate.

          "Credit Facility Term Loan Maturity Date" means the Delayed Draw Term
Loan Maturity Date or the Term Loan Maturity Date, as applicable.

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

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

          "Debt Service Coverage Ratio" means the ratio as of the last day of
any fiscal quarter of (i) two times the Consolidated Adjusted EBITDA for the
two-fiscal quarter period then ended, to (ii) the sum of (a) two times the
Consolidated Interest Expense for such two-fiscal quarter Period and (b)
Consolidated Principal Payments for such two-fiscal quarter Period and the
scheduled Consolidated Principal Payments for the immediately succeeding two-
fiscal quarter period.

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

          "Default Excess" means, with respect to any Defaulting Lender, the
excess, if any, of such Defaulting Lender's Pro Rata Share of the aggregate
outstanding principal amount of Revolving Loans or Delayed Draw Term Loans, as
the case may be, of all Lenders (calculated as if all Defaulting Lenders (other
than such Defaulting Lender) had funded all of their respective Defaulted Loans)
over the aggregate outstanding principal amount of all Revolving Loans or
Delayed Draw Term Loans, as applicable, of such Defaulting Lender.

          "Default Period" means, with respect to any Defaulting Lender, the
period commencing on the date of the applicable Funding Default and ending on
the earliest of the

                                       12
<PAGE>

following dates: (i) the date on which all or Revolving Credit Commitments or
Delayed Draw Term Loan Commitments, as the case may be, are cancelled or
terminated and/or the Obligations are declared or become immediately due and
payable, (ii) the date on which (a) the Default Excess with respect to such
Defaulting Lender shall have been reduced to zero (whether by the funding by
such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by
the non-pro rata application of any voluntary or mandatory prepayments of the
Revolving Loans or Delayed Draw Term Loans, as the case may be, in accordance
with the terms of Section 2.13 or Section 2.14 or by a combination thereof) and
(b) such Defaulting Lender shall have delivered to Company and Administrative
Agent a written reaffirmation of its intention to honor its obligations
hereunder with respect to its applicable Commitments, and (iii) the date on
which Company, Administrative Agent and Requisite Lenders waive all Funding
Defaults of such Defaulting Lender in writing.

          "Defaulting Lender" as defined in Section 2.22.

          "Defaulting Loan" as defined in Section 2.22.

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

          "Delayed Draw Term Loan" means a Delayed Draw Term Loan made by a
Lender to Company pursuant to Section 2.1(b).

          "Delayed Draw Term Loan Commitment" means the Commitment of a Lender
to make or otherwise fund a Delayed Draw Term Loan to Company.  The amount of
each Lender's Delayed Draw Term Loan Commitment, if any, is set forth on
Appendix A-2 or in the applicable Assignment Agreement, subject to any
adjustment or reduction pursuant to the terms and conditions hereof; "Delayed
Draw Term Loan Commitments" means such Commitments of all Lenders in the
aggregate, and the aggregate amount of the Delayed Draw Term Loan Commitments as
of the Closing Date is $110,000,000.

          "Delayed Draw Term Loan Commitment Period" means the period from the
Closing Date to but excluding the Delayed Draw Term Loan Commitment Termination
Date.

          "Delayed Draw Term Loan Commitment Termination Date" means the
earliest to occur of (i) December 9, 1999, if the Term Loans are not made on or
before that date; (ii)  December 9, 2000, (iii) the date on which the aggregate
amount of the then outstanding Delayed Draw Term Loans equals the aggregate
amount of Delayed Draw Term Loan Commitments then in effect, (iv) the date the
Delayed Draw Term Loan Commitments are permanently reduced to zero pursuant to
Section 2.14, and (v) the date of the termination of the Delayed Draw Term Loan
Commitments pursuant to Section 8.1.

                                       13
<PAGE>

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

          "Delayed Draw Term Loan Maturity Date" means the earlier of (i)
December 9, 2005, and (ii) the date that all Delayed Draw Term Loans shall
become due and payable in full hereunder, whether by acceleration or otherwise.

          "Delayed Draw Term Loan Note" means a promissory note in the form of
Exhibit B-2, as it may be amended, supplemented or otherwise modified from time
to time.

          "Documentation Agent" as defined in the preamble hereto.

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

          "Domestic Subsidiary" means any Subsidiary organized under the laws of
the United States of America, any State thereof or the District of Columbia.

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

          "Environmental Laws" means all federal, state and local laws, rules,
regulations, ordinances, programs, permits, guidance, orders and consent decrees
or other binding determination of any Governmental Authority relating to
protection of the environment, the handling, disposal or Release of Contaminants
and occupational safety and health.  Such laws and regulations include but are
not limited to the Resource Conservation and Recovery Act, 33 U.S.C. ' 6901 et
                                                                            --
seq., as amended; the Comprehensive Environmental Response, Compensation and
----
Liability Act, 42 U.S.C. ' 9601 et seq., as amended; the Toxic Substances
                                -- ----
Control Act, 15 U.S.C. ' 2601 et seq., as amended; the Clean Water Act, 33
                              -- ----
U.S.C. ' 1251 et seq., as amended; the Clean Air Act, 42 U.S.C. ' 7401 et seq.,
              -- ----                                                  -- ----
as amended; state and federal environmental lien and environmental cleanup
programs; the Occupational Safety and Health Act, 29 U.S.C. ' 651 et seq.; and
                                                                  ------
U.S. Department of Transportation regulations related to the transportation of
hazardous materials, each as from time to time hereafter in effect.

                                       14
<PAGE>

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

          "ERISA Affiliate" means (i) any corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the IRC) as Company, (ii) any partnership or other trade or business (whether or
not incorporated) under common control (within the meaning of Section 414(c) of
the IRC) with Company and (iii) any member of the same affiliated service group
(within the meaning of Section 414(m) of the IRC) as Company.

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

          "Event of Default" means each of the conditions or events set forth in
Section 8.1.

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

          "Existing Loan Agreements" means (i) that certain First Priority Loan
and Guaranty Agreement, dated as of April 5, 1999, and as amended through the
Closing Date, among Company, as borrower, NorthPoint Communications of Virginia,
Inc. ("NorthPoint Virginia") and  Parent Guarantor, as guarantors, the lenders
party thereto from time to time, GSCP, as a joint lead arranger and syndication
agent, CIBC, as administrative agent, Newcourt Commercial Finance Corporation
("Newcourt"),  as documentation agent and collateral agent, and CSC, as a joint
lead arranger, and (ii) that certain Second Priority Loan and Guaranty
Agreement, dated as of April 5, 1999, and as amended through the Closing Date,
among Company, as borrower, NorthPoint Virginia and Parent Guarantor, as
guarantors, the lenders party thereto from time to time, GSCP, as a joint lead
arranger and syndication agent, Newcourt, as administrative agent, collateral
agent and documentation agent, and CSC, as a joint lead arranger.

          "Fair Share Contribution Amount" as defined in Section 7.2.

          "Fair Share" as defined in Section 7.2.

          "Fair Share Shortfall" as defined in Section 7.2.

          "FCC" means the Federal Communications Commission or any successor
commission or agency of the United States of America having jurisdiction over
Company or any System.

                                       15
<PAGE>

          "Federal Funds Effective Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to (i) the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or if such day is not a Business Day, for the preceding
Business Day) by the Federal Reserve Bank of New York in the Composite Closing
Quotations for U.S. Government Securities; or (ii) if such rate is not so
published for any day which is a Business Day, the average of the quotations at
approximately 10:30 a.m. (New York time) for such day on such transactions as
determined by Administrative Agent from three federal funds brokers of
recognized standing selected by it.

          "Financials" as defined in Section 3.3.

          "Financial Officer Certification" means, with respect to the financial
statements for which such certification is required, the certification of the
chief financial officer of Parent Guarantor that such financial statements
fairly present, in all material respects, the financial condition of Parent
Guarantor and its Subsidiaries as at the dates indicated and the results of
their operations and their cash flows for the periods indicated, subject to
changes resulting from audit and normal year-end adjustments.

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

          "Fixed Charge (Interest) Coverage Ratio" means the ratio as of the
last day of any fiscal quarter of (i) two times the Consolidated Adjusted EBITDA
for the two-fiscal quarter period then ended, to (ii) two times the Consolidated
Fixed Charges for such two-fiscal quarter period; provided, for each of the two-
                                                  --------
fiscal quarter period ending on each of March 31, 2002, June 30, 2002 and
September 30, 2002, clause (ii) of this definition shall be determined only by
reference to the amount of Consolidated Interest Expense for such two-fiscal
quarter period.

          "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

          "Founders" means each of (i) Michael W. Malaga, (ii)Tim Monahan,
William Euske, Nathan Gregory, Robert Flood and Steve Gorosh, as a group, (iii)
investment funds controlled by The Carlyle Group owning capital stock of Parent
Guarantor as of the Closing Date, as a group, and (iv) investment funds
controlled by Vulcan Ventures Incorporated owning capital stock of Parent
Guarantor as of the Closing Date, as a group.

          "Funding Default" as defined in Section 2.22.

          "Funding Guarantors" as defined in Section 7.2.

                                       16
<PAGE>

          "Funding Notice" means a notice substantially in the form of Exhibit
A-1.

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

          "Governmental Approval" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any Governmental
Authority, including, without limitation, any license, permit, franchise or
certificate of public convenience and necessity issued to Company or any of its
Subsidiaries by the FCC, any PUC or any other Governmental Authority in
connection with any System.

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

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

          "Guaranteed Obligations" as defined in Section 7.1.

          "Guarantor" means each of Parent Guarantor and each Domestic
Subsidiary of Parent Guarantor (other than Company).

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

          "Hedge Agreement" means an Interest Rate Agreement or a Currency
Agreement entered into in order to satisfy the requirements of this Agreement or
otherwise in the ordinary course of Parent Guarantor's or any of its
Subsidiaries' businesses.

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

          "ILEC Consent" means an ILEC Consent substantially in the form of
Exhibit J-2 with such amendments or modifications as may be approved by
Administrative Agent.

          "Increased-Cost Lenders" as defined in Section 2.22.

                                       17
<PAGE>

          "Incremental Facility Commitments" as defined in Section 2.24(a)(iii).

          "Incremental Facility Delayed Draw Term Loan Commitments" as defined
in Section 2.24(a)(ii).

          "Incremental Facility Delayed Draw Term Loan Lender" as defined in
Section 2.24(f)(i).

          "Incremental Facility Loans" as defined in Section 2.24(b)(i).

          "Incremental Facility Lender" as defined in Section 2.24(b)(ii).

          "Incremental Facility Maximum Amount" means $50,000,000.

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

          "Incremental Facility Revolving Credit Commitments" as defined in
Section 2.24(a)(i).

          "Incremental Facility Revolving Lender" as defined in Section
2.24(e)(i).

          "Incremental Facility Syndication Agent" as defined in Section
2.24(c).

          "Incremental Facility Term Loan Commitments" as defined in Section
2.24(a)(iii).

          "Incremental Facility Term Loan" means a Loan made by an Incremental
Facility Term Loan Lender pursuant to Section 2.24(f) or 2.24(g).

          "Incremental Facility Term Loan Lender" as defined in Section
2.24(g)(i).

          "Indebtedness", as applied to any Person, means, without duplication,
(i) all indebtedness for borrowed money; (ii) that portion of obligations with
respect to Capital Leases that is properly classified as a liability on a
balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for
borrowed money; (iv) any obligation owed for all or any part of the deferred
purchase price of property or services (excluding any such obligations incurred
under ERISA and ordinary course trade payables), which purchase price is (a) due
more than six months from the date of incurrence of the obligation in respect
thereof or (b) evidenced by a note or similar written instrument; (v) all
indebtedness secured by any Lien on any property or asset owned or

                                       18
<PAGE>

held by that Person regardless of whether the indebtedness secured thereby shall
have been assumed by that Person or is nonrecourse to the credit of that Person;
(vi) the face amount of any letter of credit (other than letters of credit
issued in support of ordinary trade liabilities or workers' compensations
obligations, unless and until drawn and unreimbursed within one Business Day
after such drawing) issued for the account of that Person or as to which that
Person is otherwise liable for reimbursement of drawings; (vii) the direct or
indirect guaranty, endorsement (otherwise than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse or sale with
recourse by such Person of the Indebtedness of another; (viii) any obligation of
such Person the primary purpose or intent of which is to provide assurance to an
obligee that the Indebtedness of the obligor thereof will be paid or discharged,
or any agreement relating thereto will be complied with, or the holders thereof
will be protected (in whole or in part) against loss in respect thereof; and
(ix) any liability of such Person for the Indebtedness of another through any
agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise
acquire such obligation or any security therefor, or to provide funds for the
payment or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise) or (b) to maintain the
solvency or any balance sheet item, level of income or financial condition of
another if, in the case of any agreement described under subclauses (a) or (b)
of this clause (ix), the primary purpose or intent thereof is as described in
clause (viii) above; and (x) Obligations of such Person in respect of any
exchange traded or over the counter derivative transaction, including, without
limitation, any Hedge Agreement, whether entered into for hedging or speculative
purposes; provided, in no event shall Obligations under Hedge Agreements be
          --------
deemed "Indebtedness" for any purpose under Section 6.7.

          "Indemnified Liabilities" means, collectively, any and all
liabilities, obligations, losses, damages (including natural resource damages),
penalties, actions, judgments, suits, claims (including, without limitation,
environmental claims), costs (including the costs of any investigation, study,
sampling, testing, abatement, cleanup, removal, remediation or other response
action necessary to remove, remediate, clean up or abate any hazardous materials
activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or any of the other Credit Documents or the
transactions contemplated hereby or thereby (including Lenders' agreement to
make Loans or the use or intended use of the proceeds thereof or the use or
intended use of any thereof, or any enforcement of any of the Credit Documents
(including any sale of, collection from, or other realization upon any of the
Collateral or the enforcement of

                                       19
<PAGE>

any Guaranty)); (ii) the statements contained in the commitment letter delivered
by any Lender to Company with respect thereto; or (iii) any environmental claim
or any hazardous materials activity relating to or arising from, directly or
indirectly, any past or present activity, operation, land ownership, or practice
of any Credit Party or their Affiliates.

          "Indemnitee" as defined in Section 10.3.

          "Installment" as defined in Section 2.12(a).

          "Installment Date" as defined in Section 2.12(a).

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

          "Intellectual Property Collateral" means all of the Intellectual
Property subject to the Lien of the Pledge and Security Agreement.

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

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

                                       20
<PAGE>

Loans shall extend beyond the Term Loan Maturity Date.

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

          "Interest Rate Determination Date" means, with respect to any Interest
Period, the date that is two Business Days prior to the first day of such
Interest Period.

          "Investment" means (i) any direct or indirect purchase or other
acquisition by Parent Guarantor or any of its Subsidiaries of, or of a
beneficial interest in, any of the Securities of any other Person (other than a
Subsidiary Guarantor); (ii) any direct or indirect redemption, retirement,
purchase or other acquisition for value, by any Subsidiary of Parent Guarantor
from any Person (other than Parent Guarantor or any Subsidiary Guarantor), of
any Capital Stock of such Person; and (iii) any direct or indirect loan, advance
(other than advances to employees, officers and directors for moving,
entertainment and travel expenses, drawing accounts and similar expenditures in
the ordinary course of business) or capital contribution by Parent Guarantor or
any of its Subsidiaries to any other Person (other  than Parent Guarantor or any
Subsidiary Guarantor), including all indebtedness and accounts receivable from
that other Person that are not current assets or did not arise from sales to
that other Person in the ordinary course of business. The amount of any
Investment shall be reduced, but not to an amount less than $0, by the amount of
any cash distributions of (including repayment of principal) and on (including
interest and cash dividends) such Investment.  Investments shall exclude
extensions of trade credit on commercially reasonable terms in accordance with
normal trade practices.

          "Investment Property" as defined in the Pledge and Security Agreement.

          "IRC" means the Internal Revenue Code of 1986, as amended from time to
time and any successor statutes.

          "IRS" means the Internal Revenue Service or any successor agency.

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

          "Issuing Bank" means CIBC as Issuing Bank hereunder, together with its
permitted successors and assigns in such capacity.

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

                                       21
<PAGE>

          "Lead Arranger" as defined in the preamble hereto.

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

          "Lender" means each financial institution listed on the signature
pages hereto as a Lender, together with each such institution's successors and
permitted assigns.

          "Lender Counterparty" means each Person that is a Lender or any
Affiliate thereof counterparty to a Hedge Agreement at the time such Hedge
Agreement was entered into.

          "Lessor Waiver and Consent Agreement" means a Lessor Waiver and
Consent Agreement substantially in the form of Exhibit J-1 with such amendments
or modifications as may be approved by Administrative Agent.

          "Letter of Credit" means a standby letter of credit issued or to be
issued by Issuing Bank pursuant to this Agreement.

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

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

          "Lien" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, any
lease in the nature thereof, and) and any option, trust or other preferential
arrangement having the practical effect of any of the foregoing.

          "Loan" means a Revolving Loan, a Delayed Draw Term Loan, a Term Loan
or a Swing Line Loan.

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

          "Market Co-Development Costs" means actual cash expenses incurred by

                                       22
<PAGE>

Company or any of its Subsidiaries in connection with the development of a
market; provided, (x) such expenses are only incurred as a result of the
development of such market in cooperation with another Person, other than an
Affiliate and (y) such expenses are not included as projected expenses in the
Projections.

          "Material Adverse Effect" means, with respect to any Person, a
material adverse effect upon the business, condition (financial or otherwise),
operations, properties, or prospects of such Person, or upon the ability of such
Person to perform, or the ability of any Agent or Lender to enforce any right or
remedy, under any Credit Document.

          "Maximum Available Amount" as defined in Section 2.4(i).

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

          "Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA which is, or within the immediately preceding six
(6) years was, contributed to by Company or an ERISA Affiliate.

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

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

          "Net Insurance/Condemnation Proceeds" means an amount equal to:  (i)
any Cash payments or proceeds received by Parent Guarantor or any of its
Subsidiaries (a) under any casualty insurance policy in respect of a covered
loss thereunder or (b) as a result of the taking of any assets of Parent
Guarantor or any of its Subsidiaries by any Person pursuant to the power of
eminent domain, condemnation or otherwise, or pursuant to a sale of any such
assets to a purchaser with such power under threat of such a taking, minus (ii)
                                                                     -----
(a) any actual and reasonable

                                       23
<PAGE>

costs incurred by Parent Guarantor or any of its Subsidiaries in connection with
the adjustment or settlement of any claims of Parent Guarantor or such
Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in
connection with any sale of such assets as referred to in clause (i)(b) of this
definition, including income taxes payable as a result of any gain recognized in
connection therewith.

          "Non-US Lender" as defined in Section 2.20(c).

          "Note" means a Revolving Loan Note, a Delayed Draw Term Note, a Term
Note or a Swing Line Note.

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

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

          "Obligee Guarantor" as defined in Section 7.7.

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

          "Parent Guarantor" as defined in the preamble hereto.

                                       24
<PAGE>

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

          "Permitted Acquisition" means any acquisition, whether by purchase,
merger or otherwise, of all or substantially all of the assets of, all of the
Capital Stock of, or a business line or unit or a division of, any Person;
provided,
--------

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

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

               (iii) in the case of the acquisition of Capital Stock of any
     Person, such Capital Stock shall constitute at least 85% of the Capital
     Stock (except for any Capital Stock in the nature of directors' qualifying
     shares required pursuant to applicable law) of such Person, such Capital
     Stock shall be acquired by Company or a Subsidiary Guarantor and Company
     shall have taken, or caused to be taken, as of the date such Person becomes
     a Subsidiary of Company, each of the actions set forth in Section 5.15, as
     applicable;

               (iv)  Parent Guarantor and its Subsidiaries shall be in
     compliance with, immediately before and after giving pro forma effect to
     such acquisition, Section 6.7 (as determined in accordance with Section
     6.7(c));

               (v)   Company shall have delivered to Administrative Agent, a
     Compliance Certificate evidencing compliance with Section 6.7 as required
     under clause (iv) above, together with all relevant financial information
     with respect to such acquired assets, including, without limitation, the
     aggregate consideration for such acquisition and any other information
     required to demonstrate compliance with Section 6.7; and

               (vi)  any Person or assets or division as acquired in accordance
     herewith shall be in same business or lines of business in which Company
     and/or its Subsidiaries are engaged as of the Closing Date.

          "Permitted Investments" means an Investment in the Capital Stock of
any Person; provided, (i) such Person is organized under the laws of the United
            --------
States of America, any State thereof or the District of Columbia, (ii) all
Investments by Parent Guarantor and its Subsidiaries in such Person do not, in
the aggregate, both before and after giving effect to any proposed Investment,
exceed 49% of the voting and economic interests in the Capital Stock of such
Person on a fully diluted basis, and (iii)  upon giving effect to any Investment
therein, such Person's financial results and conditions would not be
consolidated, in accordance with GAAP,

                                       25
<PAGE>

with the financial results and condition of Parent Guarantor or any Subsidiary
thereof.

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

          "Permitted Parent Guarantor Indebtedness" means Indebtedness of Parent
Guarantor that (i) is not secured by any real, mixed or personal property of
Parent Guarantor or any of its Subsidiaries, including Company; (ii) is not
guaranteed by Company or any other Subsidiary of Parent Guarantor; (iii) does
not require cash payments of principal or interest (except as otherwise
permitted pursuant to clause (v) of this definition) or any mandatory redemption
or other repayments (other than in the case of a change of control or a sale of
assets so long as no such repayment is required with respect to asset sales if
the net proceeds thereof are applied pursuant to Section 2.13(a)) with respect
thereto (whether before or after default, at maturity, as a result of
acceleration or otherwise); (iv) does not have a scheduled maturity earlier than
six months after the scheduled Term Loan Maturity Date; (v) of which no more
than $200,000,000 at any time is outstanding in the form of a Security that pays
interest on a current pay basis (other than any paid from the pre-funded
interest in accordance with clause (vi) of this definition); and (vi) is not in
the form of a Security the interest obligation of which is pre-funded (other
than from the proceeds of the issuance thereof) for any period of time.

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

          "Plan" means any employee benefit plan as defined in Section 3(3) of
ERISA (other than a Multiemployer Plan) in respect of which Company or any ERISA
Affiliate is, or within the immediately preceding six (6) years was, an
"employer" as defined in Section 3(5) of ERISA.

          "Pledge and Security Agreement" means the Pledge and Security
Agreement substantially in the form of Exhibit I, as it may be amended,
supplemented or otherwise modified from time to time.

          "Prepayment Premium" as defined in Section 2.15(e).

          "Prime Rate" means a rate per annum equal to the prime rate announced
by CIBC from time to time, changing when and as such rate changes, it being
understood that such rate of interest is not necessarily the lowest or best rate
charged by CIBC to its customers.

          "Principal Office" means, for each of Administrative Agent, Swing Line
Lender and Issuing Bank, such Person's "Principal Office" as set forth on
Appendix B, or such other

                                       26
<PAGE>

office as such Person may from time to time designate in writing to Company,
Administrative Agent and each Lender.

          "Production Ready Physical Central Offices" means a central office (i)
where Company has secured physical collocation, (ii) where equipment and
transport installation have been successfully completed, (iii) with respect to
which paid traffic is being billed and (iv) that has obtained all necessary
Governmental Approvals.

          "Projections" as defined in Section 3.3.

          "Pro Rata Share" means (i) with respect to all payments, computations
and other matters relating to the Revolving Credit Commitment or Revolving Loans
of any Lender or any Letters of Credit issued or participations purchased
therein by any Lender or any participations in any Swing Line Loans purchased by
any Lender, the percentage obtained by dividing (a) the Revolving Credit
Exposure of that Lender by (b) the aggregate Revolving Credit Exposure of all
Lenders; (ii) with respect to all payments, computations and other matters
relating to the Delayed Draw Term Loan Commitment or the Delayed Draw Term Loans
of any Lender, the percentage obtained by dividing (a) the Delayed Draw Term
Loan Exposure of that Lender by (b) the aggregate Delayed Draw Term Loan
Exposure of all Lenders; and (iii) with respect to all payments, computations
and other matters relating to the Term Loan of any Lender, the percentage
obtained by dividing (a) the Term Loan Exposure of that Lender by (b) the
aggregate Term Loan Exposure of all Lenders.  For all other purposes with
respect to each Lender, "Pro Rata Share" means the percentage obtained by
dividing (A) an amount equal to the sum of the Revolving Credit Exposure, the
Delayed Draw Term Loan Exposure and the Term Loan Exposure of that Lender, by
(B) an amount equal to the sum of the aggregate Revolving Credit Exposure, the
aggregate Delayed Draw Term Loan Exposure and the aggregate Term Loan Exposure
of all Lenders.

          "PUC" means any state Governmental Authority having utility or
telecommunications regulatory authority over Parent Guarantor or any of its
Subsidiaries, including Company, or any System.

          "Real Estate Asset" means, at any time of determination, any interest
then owned by any Credit Party in any real property, including, without
limitation, all easements, rights of way, rights of occupancy, licenses and
similar rights with respect thereto.

          "Reduction" as defined in Section 2.12(b).

          "Reduction Date" as defined in Section 2.12(b).

          "Refunded Swing Line Loans" as defined in Section 2.3(c).

                                       27
<PAGE>

          "Register" as defined in Section 2.7(b).

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

          "Reimbursement Date" as defined in Section 2.4(d).

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

          "Release" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the environment or into or out of any property, including the movement of
Contaminants through or in the air, soil, surface water, groundwater or
property.

          "Remedial Action" means actions required to (i) clean up, remove,
treat or in any other way address Contaminants in the environment; (ii) prevent
the Release or threat of Release or prevent or minimize the further Release of
Contaminants so they do not migrate or endanger or threaten to endanger public
health or welfare or the environment; or (iii) perform preremedial studies and
investigations and postremedial monitoring and care.

          "Reportable Event" means any reportable event as defined in Section
4043 of ERISA unless the reporting requirement with respect to such reportable
event has been waived by the PBGC or other appropriate Governmental Authority.

          "Replacement Lender" as defined in Section 2.22.

          "Required Prepayment Date" as defined in Section 2.15(c).

          "Requisite Class Lenders" means, at any time of determination, (i) for
the Class of Lenders having Revolving Credit Exposure, Lenders having or holding
more than 50% of the aggregate Revolving Credit Exposure of all Lenders; (ii)
for the Class of Lenders having Delayed Draw Term Loan Exposure, Lenders having
or holding more than 50% of the aggregate Delayed Draw Term Loan Exposure of all
Lenders; and (iii) for the Class of Lenders having Term Loan Exposure, Lenders
having or holding more than 50% of the aggregate Term Loan Exposure of all
Lenders.

          "Requisite Lenders" means one or more Lenders having or holding
Revolving Credit Exposure, Delayed Draw Term Loan Exposure and/or Term Loan
Exposure representing more than 50% of the sum of (i) the aggregate Revolving
Credit Exposure of all Lenders, (ii) the aggregate Delayed Draw Term Loan
Exposure of all Lenders and (iii) the aggregate Term Loan

                                       28
<PAGE>

Exposure of all Lenders.

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

          "Revolving Credit Commitment" means the Revolving Credit Commitment of
a Lender to make or otherwise fund any Credit Extension (other than any Credit
Facility Term Loan).  The amount of each Lender's Revolving Credit Commitment,
if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement,
subject to any adjustment or reduction pursuant to the terms and conditions
hereof; Revolving Credit Commitments" means such Commitments of all Lenders in
the aggregate, and the aggregate amount of the Revolving Credit Commitments as
of the Closing Date is $55,000,000.

          "Revolving Credit Commitment Period" means the period from the Closing
Date to but excluding the Revolving Credit Commitment Termination Date.

          "Revolving Credit Commitment Termination Date" means the earliest to
occur of (i) December 9, 1999, if the Term Loans are not made on or before that
date; (ii) December 9, 2005, (iii) the date the Revolving Credit Commitments are
permanently reduced to zero pursuant to Section 2.13(b) or 2.14, and (iv) the
date of the termination of the Revolving Credit Commitments pursuant to Section
8.1.

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

                                       29
<PAGE>

          "Revolving Loan" means a Loan made by a Lender to Company pursuant to
Section 2.1(a).

          "Revolving Loan Note" means a promissory note in the form of Exhibit
B-1, as it may be amended, supplemented or otherwise modified from time to time.

          "Saving" as defined in Section 2.20(d).

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

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

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

          "Senior Leverage Ratio" means the ratio as of the last day of any
fiscal quarter of (i) Consolidated Senior Debt as of such day to (ii) two times
the Consolidated Adjusted EBITDA for the two-fiscal quarter period ending on
such date.

          "Solvency Certificate" means a Solvency Certificate substantially in
the form of Exhibit G-2.

          "Solvent" means, at any time of determination, with respect to any
Person:

               (i)   the assets of such Person, at a fair valuation, are in
     excess of the total amount of its debts (including, without limitation,
     contingent liabilities);

               (ii)  the present fair saleable value of its assets is greater
     than its probable liability on its existing debts as such debts become
     absolute and matured;

               (iii) it is then able and expects to be able to pay its debts
     (including, without limitation, contingent debts and other commitments) as
     they mature; and

               (iv)  it has capital sufficient to carry on its business as
     conducted or

                                       30
<PAGE>

     contemplated to be conducted.

For purposes of determining whether a Person is Solvent, the amount of any
contingent liability shall be computed as the amount that, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or mature liability.

          "Subject Transaction" as defined in Section 6.7(c).

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

          "Subsidiary Guarantor" means each Subsidiary of Parent Guarantor that
is a Guarantor.

          "Swing Line Lender" means CIBC in its capacity as Swing Line Lender
hereunder, together with its permitted successors and assigns in such capacity.

          "Swing Line Loan" means a Revolving Loan made by Swing Line Lender to
Company pursuant to Section 2.3.

          "Swing Line Note" means a promissory note in the form of Exhibit B-4,
as it may be amended, supplemented or otherwise modified from time to time.

          "Swing Line Sublimit" means the lesser of (i) $5,000,000, and (ii) the
aggregate unused amount of Revolving Credit Commitments then in effect.

          "Syndication Agent" as defined in the preamble hereto.

          "System" means each data communications, telecommunications or
information system (including, without limitation, any voice, video
transmission, data or Internet services), and any related, ancillary or
complementary services, owned by Company or any of its Subsidiaries and all
replacements, enhancements or additions thereto.


<PAGE>

          "Taxes" means any and all license, documentation, recording and
registration fees, and all taxes, including, without limitation, income (other
than taxes on net income or profits and franchise taxes imposed on the Lenders
or any Agent by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is
located), gross receipts, sales, value-added, use, excise, personal property
(tangible and intangible), real estate and stamp, documentary, transfer or
recording taxes, levies, imposts, deductions, duties, assessments, fees,
charges, and withholdings of any nature whatsoever, whether or not presently in
existence, together with any penalties, fines, additions to tax, or interest
thereon, imposed by any taxing authority or other Governmental Authority.

          "Term Loan" means a Term Loan made by a Lender to Company pursuant to
Section 2.2(a).

          "Term Loan Commitment" means the Commitment of a Lender to make or
otherwise fund a Term Loan to Company.  The amount of each Lender's Term Loan
Commitment, if any, is set forth on Appendix A-3 or in the applicable Assignment
Agreement, subject to any adjustment or reduction pursuant to the terms and
conditions hereof; "Term Loan Commitments" means such Commitments of all Lenders
in the aggregate, and the aggregate amount of the Term Loan Commitments as of
the Closing Date is $85,000,000.

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

          "Term Loan Maturity Date" means the earlier of (i) June 9, 2006, and
(ii) the date that all Term Loans shall become due and payable in full
hereunder, whether by acceleration or otherwise.

          "Term Loan Note" means a promissory note in the form of Exhibit B-3,
as it may be amended, supplemented or otherwise modified from time to time.

          "Terminated Lender" as defined in Section 2.22.

          "Termination Event" means (i) a Reportable Event with respect to a
Benefit Plan; (ii) the withdrawal of Company or any ERISA Affiliate from a
Benefit Plan during a plan year in which Company or such ERISA Affiliate was a
"substantial employer" as defined in Section 4001(a)(2) of ERISA; (iii) the
imposition of an obligation on Company or any ERISA Affiliate under Section 4041
of ERISA to provide affected parties written notice of intent to terminate a
Benefit Plan in a distress termination described in Section 4041(c) of ERISA;
(iv) the institution by the PBGC of proceedings to terminate a Benefit Plan; (v)
the termination of, or the

                                       32
<PAGE>

appointment of a trustee to administer, any Benefit Plan pursuant to Section
4042 of ERISA; or (vi) the partial or complete withdrawal of Company or any
ERISA Affiliate from a Multiemployer Plan, in each case, provided that such
event results or is reasonably likely to result in a material liability to
Company.

          "Third Party Interactives" means all Persons with whom Company
exchanges data electronically in the ordinary course of business, including
without limitation, customers, suppliers, third-party vendors, subcontractors,
processors-converters, shippers and warehousemen.

          "Total Leverage Ratio" means the ratio as of the last day of any
fiscal quarter of (i) Consolidated Total Debt as of such day to (ii) two times
the Consolidated Adjusted EBITDA for the two-fiscal quarter period ending on
such date.

          "Total Utilization of Delayed Draw Term Loan Commitments" means, as at
any date of determination, the sum of the aggregate principal amount of all
outstanding Delayed Draw Term Loans.

          "Total Utilization of Revolving Credit Commitments" means, as at any
date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans (other than Revolving Loans made for the purpose of
repaying any Refunded Swing Line Loans or reimbursing Issuing Bank for any
amount drawn under any Letter of Credit, but not yet so applied), (ii) the
aggregate principal amount of all outstanding Swing Line Loans, and (iii) the
Letter of Credit Usage.

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

          "Type of Loan" means (i) with respect to Revolving Loans or either of
the Credit Facility Term Loans, a Base Rate Loan or a Eurodollar Rate Loan, and
(ii) with respect to Swing Line Loans, a Base Rate Loan.

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

          "Waivable Mandatory Prepayment" as defined in Section 2.15(c).

          "Year 2000 Corrective Actions" means, as to each of the Credit
Parties, all actions necessary to eliminate such Credit Party's Year 2000
Problems, including, without limitation, computer code enhancements and
revisions, upgrades and replacements of Year 2000 Date-Sensitive
Systems/Components, and coordination of such enhancements, revisions,

                                       33
<PAGE>

upgrades and replacements with Third Party Interactives.

          "Year 2000 Corrective Plan" means, with respect to each of the Credit
Parties, a comprehensive plan to eliminate all of its Year 2000 Problems on or
before August 31, 1999, including without limitations (i) computer code
enhancements or revisions, (ii) upgrades or replacements of Year 2000 Date-
Sensitive Systems/Components, (iii) test and validation procedures, (iv) an
implementation time line and budget and (v) designation of specific employees
who will be responsible for planning, coordinating and implementing each phase
or subpart of the Year 2000 Corrective Plan.

          "Year 2000 Date-Sensitive System/Component" means, as to any Person,
any system software, network software, applications software, database, computer
file, embedded microchip, firmware or hardware that accepts, creates,
manipulates, sorts, sequences, calculates, compares or outputs calendar-related
data accurately; such systems and components shall include, without limitation,
mainframe computers, file server/client system, computer workstations, routers,
hubs, other network-related hardware, and other computer-related software,
firmware or hardware and information processing and delivery systems of any kind
and telecommunications systems and other communications processors, security
systems, alarms, elevators and HVAC systems.

          "Year 2000 Implementation Testing" means, as to each of the Credit
Parties, (i) the performance of test and validation procedures regarding Year
2000 Corrective Actions on a unit basis and a system wide basis, (ii) the
performance of test and validation procedures regarding data exchanges among the
Credit Parties' Year 2000 Date-Sensitive Systems/Components and data exchanges
with Third Party Interactives, and (iii) the design and implementation of
additional Year 2000 Corrective Actions, the need for which has been
demonstrated by test and validation procedures.

          "Year 2000 Problems" means, with respect to each of the Credit
Parties, limitations on the capacity or readiness of any such Credit Party's
Year 2000 Date-Sensitive Systems/Components to accurately accept, create,
manipulate, sort, sequence, calculate, compare or output calendar date
information with respect to calendar year 1999 or any subsequent calendar year
beginning on or after January 1, 2000 (including leap year computations),
including, without limitation, exchanges of information among Year 2000 Date-
Sensitive Systems/Components of the Credit Parties and exchanges of information
among the Credit Parties and Year 2000 Date-Sensitive Systems/Components of
Third Party Interactives and functionality of peripheral interfaces, firmware
and embedded microchips.

     Accounting Terms.  Except as otherwise expressly provided herein, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP.  Financial statements and other information
required to be delivered by Parent Guarantor to Lenders pursuant to Section
5.6(a) and 5.6(b) shall be prepared in accordance with GAAP as in effect at the
time of such preparation (and delivered together with the reconciliation
statements

                                       34
<PAGE>

provided for in Section 5.6(e), if applicable). Subject to the foregoing,
calculations in connection with the definitions, covenants and other provisions
hereof shall utilize accounting principles and policies in conformity with those
used to prepare the Financials.

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


LOANS AND LETTERS OF CREDIT

     Revolving Loans and Delayed Draw Term Loans.

          Commitments.
          -----------

               Revolving Credit Commitments.  During the Revolving Credit
Commitment Period, subject to the terms and conditions hereof, each Lender
severally agrees to make Revolving Loans to Company in the aggregate amount up
to but not exceeding such Lender's Revolving Credit Commitment; provided, after
                                                                --------
giving effect to the making of any Revolving Loans in no event shall the Total
Utilization of Revolving Credit Commitments exceed the Revolving Credit
Commitments then in effect.  Amounts borrowed pursuant to this Section 2.1(a)(i)
may be repaid and reborrowed during the Revolving Credit Commitment Period.
Each Lender's Revolving Credit Commitment shall expire on the Revolving Credit
Commitment Termination Date and, subject to Section 2.14, all Revolving Loans
and all other amounts owed hereunder with respect to the Revolving Loans and the
Revolving Credit Commitments shall be paid in full no later than such date.

               Delayed Draw Term Loan Commitments.  During the Delayed Draw Term
Loan Commitment Period, subject to the terms and conditions hereof, each Lender
severally agrees to make Delayed Draw Term Loans to Company in the aggregate
amount up to but not exceeding such Lender's Delayed Draw Term Loan Commitment;
provided, after giving effect to the making of any Delayed Draw Term Loans in no
--------
event shall the Total Utilization of Delayed Draw Term Loan Commitments exceed
the Delayed Draw Term Loan Commitments then in effect.  Any amount borrowed
pursuant to this Section 2.1(a)(ii) and subsequently repaid or

                                       35
<PAGE>

prepaid may not be reborrowed. Each Lender's Delayed Draw Term Loan Commitment
shall expire on the Delayed Draw Term Loan Commitment Termination Date. Subject
to Sections 2.12(a) and 2.14, all amounts owed hereunder with respect to the
Delayed Draw Term Loans shall be paid in full no later than the Delayed Draw
Term Loan Maturity Date.

          Borrowing Mechanics.
          -------------------

               (i)   Except pursuant to Section 2.3(c) or 2.4(d), Revolving
Loans that are Base Rate Loans shall be made in an aggregate minimum amount of
$1,000,000 and integral multiples of $250,000 in excess of that amount, and
Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum
amount of $5,000,000 and integral multiples of $1,000,000 in excess of that
amount.

               (ii)  Delayed Draw Term Loans that are Base Rate Loans shall be
made in an aggregate minimum amount of $1,000,000 and integral multiples of
$250,000 in excess of that amount, and Delayed Draw Term Loans that are
Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and
integral multiples of $1,000,000 in excess of that amount.

               (iii) Whenever Company desires that Lenders make Revolving Loans
or Delayed Draw Term Loans, as the case may be, Company shall deliver to
Administrative Agent a fully executed and delivered Funding Notice no later than
10:00 a.m. (New York City time) at least three Business Days in advance of the
proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one
Business Day in advance of the proposed Credit Date in the case of a Base Rate
Loan. Except as otherwise provided herein, a Funding Notice for any Eurodollar
Rate Loan shall be irrevocable on and after the related Interest Rate
Determination Date.

               (iv)  Notice of receipt of each Funding Notice in respect of
Revolving Loans or Delayed Draw Term Loans, as the case may be, together with
the amount of each Lender's Pro Rata Share thereof, if any, together with the
applicable interest rate, shall be provided by Administrative Agent to each
applicable Lender by telefacsimile with reasonable promptness.

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

                                       36
<PAGE>

Agent by Company.

          Total Funding of Delayed Draw Term Loan Commitments.  Notwithstanding
          ---------------------------------------------------
anything herein to the contrary, Company shall be deemed to have delivered to
Administrative Agent a Funding Notice for Delayed Draw Term Loans three Business
Days prior to the Delayed Draw Term Loan Commitment Termination Date in an
amount equal to the excess, if any, of the Delayed Draw Term Loan Commitments in
effect as of such date and the Total Utilization of Delayed Draw Term Loan
Commitments as of such date.  Thereafter, Company shall be obligated to borrow,
and Company shall borrow, such amount of Delayed Draw Term Loans on the Delayed
Draw Term Loan Commitment Termination Date in accordance with the terms and
conditions hereof.

     Term Loans.

          Commitments.  Subject to the terms and conditions hereof, each Lender
          -----------
severally agrees to make, on the Closing Date, a Term Loan to Company in an
amount equal to such Lender's Term Loan Commitment.  Company may make only one
borrowing under the Term Loan Commitments which shall be on the Closing Date.
Any amount borrowed under this Section 2.2(a) and subsequently repaid or prepaid
may not be reborrowed.  Subject to Sections 2.12(a) and 2.14, all amounts owed
hereunder with respect to the Term Loans shall be paid in full no later than the
Term Loan Maturity Date.  Each Lender's Term Loan Commitment shall terminate
immediately and without further action on the Closing Date after giving effect
to the funding of such Lender's Term Loan Commitment on such date.

          Borrowing Mechanics.
          -------------------

               Company shall deliver to Administrative Agent a fully executed
and delivered Closing Date Certificate (which shall be deemed to be a Funding
Notice with respect to the Term Loans for all purposes hereof) on or before
10:00 a.m. (New York City time) on the Closing Date. Promptly upon receipt by
Administrative Agent of such Certificate, Administrative Agent shall notify each
Lender of the proposed borrowing.

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

     Swing Line Loans.

                                       37
<PAGE>

          Commitment.  During the Revolving Credit Commitment Period, subject to
          ----------
the terms and conditions hereof, Swing Line Lender hereby agrees to make Swing
Line Loans to Company in the aggregate amount up to but not exceeding the Swing
Line Sublimit; provided, after giving effect to the making of any Swing Line
               --------
Loan, in no event shall the Total Utilization of Revolving Credit Commitments
exceed the Revolving Credit Commitments then in effect.  Amounts borrowed
pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving
Credit Commitment Period.  Swing Line Lender's Revolving Credit Commitment shall
expire on the Revolving Credit Commitment Termination Date and all Swing Line
Loans and all other amounts owed hereunder with respect to the Swing Line Loans
and the Revolving Credit Commitments shall be paid in full no later than such
date.

          Borrowing Mechanics.
          -------------------

               Swing Line Loans shall be made in an aggregate minimum amount of
$250,000 and integral multiples of $100,000 in excess of that amount.

               Whenever Company desires that Swing Line Lender make a Swing Line
Loan, Company shall deliver to Administrative Agent a Funding Notice no later
than 12:00 p.m. (New York City time) on the proposed Credit Date.

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

          Refunded Swing Line Loans.  With respect to any Swing Line Loans which
          -------------------------
have not been voluntarily prepaid by Company pursuant to Section 2.13, Swing
Line Lender may at any time in its sole and absolute discretion, deliver to
Administrative Agent (with a copy to Company), no later than 11:00 a.m. (New
York City time) at least one (1) Business Day in advance of the proposed Credit
Date, a notice (which shall be deemed to be a Funding Notice given by Company)
requesting that each Lender holding a Revolving Credit Commitment make Revolving
Loans that are Base Rate Loans to Company on such Credit Date in an amount equal
to the amount of such Swing Line Loans (the "Refunded Swing Line Loans")
outstanding on the date such notice is given which the Swing Line Lender
requests Lenders to prepay.  Anything contained in this Agreement to the
contrary notwithstanding, (i) the proceeds of such Revolving

                                       38
<PAGE>

Loans made by the Lenders other than Swing Line Lender shall be immediately
delivered by Administrative Agent to Swing Line Lender (and not to Company) and
applied to repay a corresponding portion of the Refunded Swing Line Loans and
(ii) on the day such Revolving Loans are made, Swing Line Lender's Pro Rata
Share of the Refunded Swing Line Loans shall be deemed to be paid with the
proceeds of a Revolving Loan made by Swing Line Lender to Company, and such
portion of the Swing Line Loans deemed to be so paid shall no longer be
outstanding as Swing Line Loans and shall no longer be due under the Swing Line
Note of Swing Line Lender but shall instead constitute part of Swing Line
Lender's outstanding Revolving Loans to Company and shall be due under the
Revolving Loan Note issued by Company to Swing Line Lender. Company hereby
authorizes Administrative Agent and Swing Line Lender to charge Company's
accounts with Administrative Agent and Swing Line Lender (up to the amount
available in each such account) in order to immediately pay Swing Line Lender
the amount of the Refunded Swing Line Loans to the extent the proceeds of such
Revolving Loans made by Lenders, including the Revolving Loan deemed to be made
by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing
Line Loans. If any portion of any such amount paid (or deemed to be paid) to
Swing Line Lender should be recovered by or on behalf of Company from Swing Line
Lender in bankruptcy, by assignment for the benefit of creditors or otherwise,
the loss of the amount so recovered shall be ratably shared among all Lenders in
the manner contemplated by Section 2.17.

          Lenders' Purchase of Participations in Swing Line Loans.  If for any
          -------------------------------------------------------
reason Revolving Loans are not made pursuant to Section 2.3(c) in an amount
sufficient to repay any amounts owed to Swing Line Lender in respect of any
outstanding Swing Line Loans on or before the third Business Day after demand
for payment thereof by Swing Line Lender, each Lender holding a Revolving Credit
Commitment shall be deemed to, and hereby agrees to, have purchased a
participation in such outstanding Swing Line Loans, and in an amount equal to
its Pro Rata Share of the applicable unpaid amount together with accrued
interest thereon.  Upon one (1) Business Day's notice from Swing Line Lender,
each Lender holding a Revolving Credit Commitment shall deliver to Swing Line
Lender an amount equal to its respective participation in the applicable unpaid
amount in same day funds at the Principal Office of Swing Line Lender. In order
to evidence such participation each Lender holding a Revolving Credit Commitment
agrees to enter into a participation agreement at the request of Swing Line
Lender in form and substance reasonably satisfactory to Swing Line Lender.  In
the event any Lender holding a Revolving Credit Commitment fails to make
available to Swing Line Lender the amount of such Lender's participation as
provided in this paragraph, Swing Line Lender shall be entitled to recover such
amount on demand from such Lender together with interest thereon for three
Business Days at the rate customarily used by Swing Line Lender for the
correction of errors among banks and thereafter at the Base Rate, as applicable.

          Obligations Absolute.  Notwithstanding anything contained herein to
          --------------------
the contrary, each Lender's obligation to make Revolving Loans for the purpose
of repaying any Refunded Swing Line Loans pursuant to Section 2.3(c) and each
Lender's obligation to purchase a

                                       39
<PAGE>

participation in any unpaid Swing Line Loans pursuant to Section 2.3(d) shall be
absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any set-off, counterclaim, recoupment, defense
or other right which such Lender may have against Swing Line Lender, any Credit
Party or any other Person for any reason whatsoever; (ii) the occurrence or
continuation of a Default or Event of Default; (iii) any adverse change in the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of any Credit Party; (iv) any breach of this Agreement or any other
Credit Document by any party thereto; or (v) any other circumstance, happening
or event whatsoever, whether or not similar to any of the foregoing; provided
                                                                     --------
that such obligations of each Lender are subject to the condition that Swing
Line Lender believed in good faith that all conditions under Section 4.2 to the
making of the applicable Refunded Swing Line Loans or other unpaid Swing Line
Loans were satisfied at the time such Refunded Swing Line Loans or unpaid Swing
Line Loans were made, or the satisfaction of any such condition not satisfied
had been waived by Requisite Lenders prior to or at the time such Refunded Swing
Line Loans or other unpaid Swing Line Loans were made. Swing Line Lender shall
not be obligated to make any Swing Line Loans (1) if it has elected not to do so
after the occurrence and during the continuation of a Default or Event of
Default or (2) at a time when a Funding Default with respect to the Revolving
Loans exists unless Swing Line Lender has entered into arrangements satisfactory
to it and Company to eliminate Swing Line Lender's risk with respect to the
Defaulting Lender's participation in such Swing Line Loan, including by cash
collateralizing such Defaulting Lender's Pro Rata Share of the outstanding Swing
Line Loans.

     Issuance of Letters of Credit and Purchase of Participations Therein.

          Letters of Credit.  During the Revolving Credit Commitment Period,
          -----------------
subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters
of Credit for the account of Company in the aggregate amount up to but not
exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit
                                         --------
shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit
shall not be less than $250,000 or such lesser amount as is acceptable to
Issuing Bank; (iii) after giving effect to such issuance, in no event shall the
Total Utilization of Revolving Credit Commitments exceed the Revolving Credit
Commitments then in effect; (iv) after giving effect to such issuance, in no
event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then
in effect; and (v) in no event shall any Letter of Credit have an expiration
date later than the earlier of (1) the Revolving Credit Commitment Termination
Date and (2) with respect to any standby letter of credit, the date which is one
year from the date of issuance thereof.  Subject to the foregoing, Issuing Bank
may agree that a standby letter of credit will automatically be extended for one
or more successive periods not to exceed one year each, unless Issuing Bank
elects not to extend for any such additional period; provided, Issuing Bank
                                                     --------
shall not extend any such letter of credit if it has received written notice
that an Event of Default has occurred and is continuing at the time Issuing Bank
must elect to allow such extension; provided, further, in the event a Funding
                                    --------  -------
Default with respect to the Revolving Loans exists, Issuing Bank

                                       40
<PAGE>

shall not be required to issue any Letter of Credit the amount of which Letter
of Credit includes the amount of the Pro Rata Share of the Defaulting Lender.

          Notice of Issuance.  Whenever Company desires the issuance of a Letter
          ------------------
of Credit, it shall deliver to Administrative Agent an Issuance Notice no later
than 12:00 p.m. (New York City time) at least three Business Days or such
shorter period as may be agreed to by Issuing Bank in any particular instance,
in advance of the proposed date of issuance.  Upon satisfaction or waiver of the
conditions set forth in Section 4.2, Issuing Bank shall issue the requested
Letter of Credit only in accordance with Issuing Bank's standard operating
procedures.  Upon the issuance of any Letter of Credit or amendment or
modification to a Letter of Credit, Issuing Bank shall promptly notify each
Lender of such issuance.

          Responsibility of Issuing Bank With Respect to Requests for Drawings
          --------------------------------------------------------------------
and Payments.  In determining whether to honor any drawing under any Letter of
------------
Credit by the beneficiary thereof, Issuing Bank shall be responsible only to
examine the documents delivered under such Letter of Credit with reasonable care
so as to ascertain whether they appear on their face to be in accordance with
the terms and conditions of such Letter of Credit.  As between Company and
Issuing Bank, Company assumes all risks of the acts and omissions of, or misuse
of the Letters of Credit issued by Issuing Bank and by the respective
beneficiaries of such Letters of Credit.  In furtherance and not in limitation
of the foregoing, Issuing Bank shall not be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of Issuing Bank, including any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
Governmental Authority; none of the above shall affect or impair, or prevent the
vesting of, any of Issuing Bank's rights or powers hereunder.  Without limiting
the foregoing and in furtherance thereof, any action taken or omitted by Issuing
Bank under or in connection with the Letters of Credit or any documents and
certificates delivered thereunder, if taken or omitted in good faith, shall not
put Issuing Bank under any resulting liability to Company.  Notwithstanding
anything to the contrary contained in this Section 2.4(c), Company shall retain
any and all rights it may have against Issuing Bank for any liability arising
solely out of the gross

                                       41
<PAGE>

negligence or willful misconduct of Issuing Bank.

          Reimbursement by Company of Amounts Drawn or Paid Under Letters of
          ------------------------------------------------------------------
Credit.  In the event Issuing Bank has determined to honor a drawing under a
------
Letter of Credit, it shall immediately notify Company and Administrative Agent,
and Company shall reimburse Issuing Bank on or before the Business Day
immediately following the date on which such drawing is honored (the
"Reimbursement Date") in an amount in Dollars and in same day funds equal to the
amount of such honored drawing; provided, anything contained herein to the
                                --------
contrary notwithstanding, (i) unless Company shall have notified Administrative
Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such
drawing is honored that Company intends to reimburse Issuing Bank for the amount
of such honored drawing with funds other than the proceeds of Revolving Loans,
Company shall be deemed to have given a timely Funding Notice to Administrative
Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the
Reimbursement Date in an amount in Dollars equal to the amount of such honored
drawing, and (ii) subject to satisfaction or waiver of the conditions specified
in Section 4.2, Lenders shall, on the Reimbursement Date, make Revolving Loans
that are Base Rate Loans in the amount of such honored drawing, the proceeds of
which shall be applied directly by Administrative Agent to reimburse Issuing
Bank for the amount of such honored drawing; and provided further, if for any
                                                 -------- -------
reason proceeds of Revolving Loans are not received by Issuing Bank on the
Reimbursement Date in an amount equal to the amount of such honored drawing,
Company shall reimburse Issuing Bank, on demand, in an amount in same day funds
equal to the excess of the amount of such honored drawing over the aggregate
amount of such Revolving Loans, if any, which are so received.  Nothing in this
Section 2.4(d) shall be deemed to relieve any Lender from its obligation to make
Revolving Loans on the terms and conditions set forth herein, and Company shall
retain any and all rights it may have against any Lender resulting from the
failure of such Lender to make such Revolving Loans under this Section 2.4(d).

          Lenders' Purchase of Participations in Letters of Credit.  Immediately
          --------------------------------------------------------
upon the issuance of each Letter of Credit, each Lender having a Revolving
Credit Commitment shall be deemed to have purchased, and hereby agrees to
irrevocably purchase, from Issuing Bank a participation in such Letter of Credit
and any drawings honored thereunder in an amount equal to such Lender's Pro Rata
Share (with respect to the Revolving Credit Commitments) of the maximum amount
which is or at any time may become available to be drawn thereunder.  In the
event that Company shall fail for any reason to reimburse Issuing Bank as
provided in Section 2.4(d), Issuing Bank shall promptly notify each Lender of
the unreimbursed amount of such honored drawing and of such Lender's respective
participation therein based on such Lender's Pro Rata Share of the Revolving
Credit Commitments.  Each Lender shall make available to Issuing Bank an amount
equal to its respective participation, in Dollars and in same day funds, at the
office of Issuing Bank specified in such notice, not later than 12:00 p.m. (New
York City time) on the first business day (under the laws of the jurisdiction in
which such office of Issuing Bank is located) after the date notified by Issuing
Bank.  In the event that any Lender fails to make available to Issuing Bank on
such business day the amount of such Lender's participation

                                       42
<PAGE>

in such Letter of Credit as provided in this Section 2.4(e), Issuing Bank shall
be entitled to recover such amount on demand from such Lender together with
interest thereon for three Business Days at the rate customarily used by Issuing
Bank for the correction of errors among banks and thereafter at the Base Rate.
Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any
Lender to recover from Issuing Bank any amounts made available by such Lender to
Issuing Bank pursuant to this Section in the event that it is determined that
the payment with respect to a Letter of Credit in respect of which payment was
made by such Lender constituted gross negligence or willful misconduct on the
part of Issuing Bank. In the event Issuing Bank shall have been reimbursed by
other Lenders pursuant to this Section 2.4(e) for all or any portion of any
drawing honored by Issuing Bank under a Letter of Credit, Issuing Bank shall
distribute to each Lender which has paid all amounts payable by it under this
Section 2.4(e) with respect to such honored drawing such Lender's Pro Rata Share
of all payments subsequently received by Issuing Bank from Company in
reimbursement of such honored drawing when such payments are received. Any such
distribution shall be made to a Lender at its primary address set forth below
its name on Appendix B or at such other address as such Lender may request.

          Obligations Absolute.  The obligation of Company to reimburse Issuing
          --------------------
Bank for drawings honored under the Letters of Credit issued by it and to repay
any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the
obligations of Lenders under Section 2.4(e) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms hereof under
all circumstances including any of the following circumstances:  (i) any lack of
validity or enforceability of any Letter of Credit; (ii) the existence of any
claim, set-off, defense or other right which Company or any Lender may have at
any time against a beneficiary or any transferee of any Letter of Credit (or any
Persons for whom any such transferee may be acting), Issuing Bank, Lender or any
other Person or, in the case of a Lender, against Company, whether in connection
herewith, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between Company or one of its Subsidiaries
and the beneficiary for which any Letter of Credit was procured); (iii) any
draft or other document presented under any Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank
under any Letter of Credit against presentation of a draft or other document
which does not substantially comply with the terms of such Letter of Credit; (v)
any adverse change in the business, operations, properties, assets, condition
(financial or otherwise) or prospects of Parent Guarantor or any of its
Subsidiaries; (vi) any breach hereof or any other Credit Document by any party
thereto; (vii) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing; or (viii) the fact that an Event of Default or
a Default shall have occurred and be continuing; provided, in each case, that
                                                 --------
payment by Issuing Bank under the applicable Letter of Credit shall not have
constituted gross negligence or willful misconduct of Issuing Bank under the
circumstances in question.

          Indemnification.  Without duplication of any obligation of Company
          ---------------
under Section 10.2 or 10.3, in addition to amounts payable as provided herein,
Company hereby agrees

                                       43
<PAGE>

to protect, indemnify, pay and save harmless Issuing Bank from and against any
and all claims, demands, liabilities, damages, losses, costs, charges and
expenses (including reasonable fees, expenses and disbursements of counsel and
allocated costs of internal counsel) which Issuing Bank may incur or be subject
to as a consequence, direct or indirect, of (i) the issuance of any Letter of
Credit by Issuing Bank, other than as a result of (1) the gross negligence or
willful misconduct of Issuing Bank or (2) the wrongful dishonor by Issuing Bank
of a proper demand for payment made under any Letter of Credit issued by it, or
(ii) the failure of Issuing Bank to honor a drawing under any such Letter of
Credit as a result of any act of any Governmental Authority.

          Collateral Account.  Administrative Agent is hereby authorized to
          ------------------
establish and maintain at Administrative Agent's Principal Office, as a blocked
account in the name of Administrative Agent and under the sole dominion and
control thereof, a restricted deposit account designated as "NorthPoint
Collateral Account" (the "Collateral Account").  All amounts at any time held in
the Collateral Account shall be beneficially owned by Company but shall be held
in the name of Administrative Agent, for the benefit of Lenders, as collateral
security for the Obligations upon the terms and conditions set forth herein.
Company shall have no right to withdraw, transfer or, except as expressly set
forth herein, otherwise receive any funds deposited into the Collateral Account.
Anything contained herein to the contrary notwithstanding, the Collateral
Account shall be subject to such applicable laws, and such applicable
regulations of the Board of Governors of the Federal Reserve System and of any
other appropriate banking or governmental authority, as may now or hereafter be
in effect.  All deposits of funds in the Collateral Account shall be made by
wire transfer (or, if applicable, by intra-bank transfer from another account of
Company) of immediately available funds, in each case addressed to
Administrative Agent's Principal Office.  Company shall, promptly after
initiating a transfer of funds to the Collateral Account, give notice to
Administrative Agent by telefacsimile of the date, amount and method of delivery
of such deposit.  To the extent permitted under Regulation Q of the Board of
Governors of the Federal Reserve System, any cash held in the Collateral Account
shall bear interest at the standard rate paid by Administrative Agent to its
customers for deposits of like amounts and terms.  Subject to Administrative
Agent's rights hereunder, any interest earned on deposits of cash in the
Collateral Account shall be deposited directly in, and held in the Collateral
Account.

          Application of Collateral Account Proceeds.  Upon the occurrence and
          ------------------------------------------
during the continuance of an Event of Default at the request of Issuing Bank or
Lenders holding more than 50% of the aggregate Revolving Credit Exposure,
Company shall deliver funds for deposit in the Collateral Account pay to
Administrative Agent an amount equal to the Letter of Credit Usage at such time.
If for any reason the aggregate amount delivered by Company for deposit in the
Collateral Account as aforesaid is less than the Letter of Credit Usage at such
time, the aggregate amount so delivered by Company shall be apportioned among
all outstanding Letters of Credit for purposes of this Section 2.4(i) in
accordance with the ratio of the maximum amount available for drawing under each
such Letter of Credit (as to such Letter of Credit, the "Maximum Available
Amount") to the Letter of Credit Usage at such time.  Upon any drawing under any

                                       44
<PAGE>

outstanding Letter of Credit in respect of which Company has deposited in the
Collateral Account any amounts described above, Administrative Agent shall apply
such amounts to reimburse Issuing Bank for the amount of such drawing.  In the
event of cancellation or expiration of any Letter of Credit in respect of which
Company has deposited in the Collateral Account any amount described above, or
in the event of any reduction in the Maximum Available Amount under such Letter
of Credit, Administrative Agent shall apply the amount then on deposit in the
Collateral Account in respect of such Letter of Credit (less, in the case of
such a reduction, the Maximum Available Amount under such Letter of Credit
immediately after such reduction):

          first, to the payment of any amounts payable to Administrative Agent
     pursuant to Section 9;

          second, to the extent of any excess, to the cash collateralization
     pursuant to the terms of this Agreement of any outstanding Letters of
     Credit in respect of which Company has failed to pay all or a portion of
     the amounts described above (such cash collateralization to be apportioned
     among all such Letters of Credit in the manner described above); and

          third, to the extent of any further excess, to the payment of any
     other outstanding Obligations in such order as directed by the Lenders
     holding more than 50% of the sum of outstanding Revolving Credit
     Commitments and Revolving Loans.

          Resignation or Removal of Issuing Bank.  Issuing Bank may resign at
          --------------------------------------
any time by giving one hundred eighty (180) days prior written notice to
Administrative Agent, Lenders and Company, and may be removed at any time by
Company by notice to Issuing Bank, Administrative Agent and Lenders, subject in
each case to the appointment by Company of a replacement Issuing Bank reasonably
satisfactory to Administrative Agent; provided, Issuing Bank may not resign as
to any Letter of Credit previously issued by it.  Subject to the next succeeding
sentences of this Section 2.4(j), upon the acceptance of any appointment as
Issuing Bank hereunder by a successor Issuing Bank (which shall be a Lender),
such successor shall succeed to and become vested with all the interests, rights
and obligations of the retiring Issuing Bank and the retiring Issuing Bank shall
be discharged from its obligations to issue additional Letters of Credit
hereunder.  At the time such removal or resignation shall become effective,
Company shall pay all accrued and unpaid fees of Issuing Bank pursuant to
Section 2.11(b).  The acceptance of any appointment as Issuing Bank hereunder by
a successor Issuing Bank shall be evidenced by an agreement entered into by such
successor, in a form satisfactory to Company and Administrative Agent, and, from
and after the effective date of such agreement, (i) such successor Issuing Bank
shall have all the rights and obligations of the previous Issuing Bank under
this Agreement and the other Credit Documents and (ii) references herein and in
the other Credit Documents to the term "Issuing Bank" shall be deemed to refer
to such successor or to any previous Issuing Bank, or to such successor and all
previous Issuing Banks, as the context

                                       45
<PAGE>

shall require. After the resignation or removal of Issuing Bank hereunder, the
retiring Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement and the other
Credit Documents with respect to Letters of Credit issued thereby prior to such
resignation or removal (including the right to receive accrued and unpaid fees
pursuant to Section 2.11(b)), but shall not be required to issue additional
Letters of Credit.

     Pro Rata Shares; Availability of Funds.

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

          Availability of Funds.  Unless Administrative Agent shall have been
          ---------------------
notified by any Lender prior to the applicable Credit Date that such Lender does
not intend to make available to Administrative Agent the amount of such Lender's
Loan requested on such Credit Date, Administrative Agent may assume that such
Lender has made such amount available to Administrative Agent on such Credit
Date and Administrative Agent may, in its sole discretion, but shall not be
obligated to, make available to Company a corresponding amount on such Credit
Date.  If such corresponding amount is not in fact made available to
Administrative Agent by such Lender, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Credit Date until the date such amount
is paid to Administrative Agent, at the customary rate set by Administrative
Agent for the correction of errors among banks for three Business Days and
thereafter at the Base Rate.  If such Lender does not pay such corresponding
amount forthwith upon Administrative Agent's demand therefor, Administrative
Agent shall promptly notify Company and Company shall immediately pay such
corresponding amount to Administrative Agent together with interest thereon, for
each day from such Credit Date until the date such amount is paid to
Administrative Agent, at the rate payable hereunder for such Class of Loans.
Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its
obligation to fulfill its Commitments hereunder or to prejudice any rights that
Company may have against any Lender as a result of any default by such Lender
hereunder.

     Use of Proceeds.  The proceeds of the Term Loans, Delayed Draw Term Loans,
if any, and the Revolving Loans, if any, made on the Closing Date shall be
applied by Company to repay all of the Indebtedness and other obligations
outstanding under the Existing Loan Agreements and to pay Transaction Costs. The
proceeds of the Delayed Draw Term Loans, Revolving Loans, Swing Line Loans and
Letters of Credit made after the Closing Date shall be

                                       46
<PAGE>

applied by Company to finance the purchase of telecommunications equipment and
other Consolidated Capital Expenditures associated with the build-out in certain
targeted central offices of one or more local exchange carriers and for working
capital and other general corporate purposes of Parent Guarantor and its
Subsidiaries, including Permitted Acquisitions. No portion of the proceeds of
any Credit Extension shall be used by Parent Guarantor or any of its
Subsidiaries in any manner that might cause such Credit Extension or the
application of such proceeds to violate Regulation T, Regulation U or Regulation
X of the Board of Governors of the Federal Reserve System or any other
regulation thereof or to violate the Exchange Act, in each case as in effect on
the date or dates of such Credit Extension and such use of proceeds.

     Evidence of Debt; Register; Lenders' Books and Records; Notes.

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

          Register.  Administrative Agent shall maintain at its Principal Office
          --------
a register for the recordation of the names and addresses of Lenders and the
Commitments and Loans of each Lender from time to time (the "Register").  The
Register shall be available for inspection by Company or any Lender at any
reasonable time and from time to time upon reasonable prior notice.
Administrative Agent shall record in the Register the Commitments and the Loans,
and each repayment or prepayment in respect of the principal amount of the
Loans, and any such recordation shall be prima facie evidence of such matters;
provided, failure to make any such recordation, or any error in such
--------
recordation, shall not affect any Lender's Commitments or Company's Obligations
in respect of any Loan.  Company hereby designates CIBC to serve as Company's
agent solely for purposes of maintaining the Register as provided in this
Section 2.7, and Company hereby agrees that, to the extent CIBC serves in such
capacity, CIBC and its officers, directors, employees, agents and affiliates
shall constitute "Indemnitees."

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

                                       47
<PAGE>

     Interest on Loans.

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

               in the case of Revolving Loans and Delayed Draw Term Loans:

                    (1)  if a Base Rate Loan, at the Base Rate plus the
          Applicable Margin; and

                    (2)  if a Eurodollar Rate Loan, at the Adjusted Eurodollar
          Rate plus the Applicable Margin;

               in the case of Swing Line Loans, at the Base Rate plus the
Applicable Margin; and

               in the case of Term Loans:

                    (1)  if a Base Rate Loan, at the Base Rate plus 3.50% per
          annum; or

                    (2)  if a Eurodollar Rate Loan, at the Adjusted Eurodollar
          Rate plus 4.50% per annum.

          The basis for determining the rate of interest with respect to any
Loan (except a Swing Line Loan which can be made and maintained only as a Base
Rate Loan), and the Interest Period with respect to any Eurodollar Rate Loan,
shall be selected by Company and notified to Administrative Agent and Lenders
pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as
the case may be; provided, (i) all Loans made on the Closing Date shall be made
                 --------
as Base Rate Loans, which may be converted pursuant to Section 2.9(a)(i) to
Eurodollar Rate Loans having an Interest Period of one month; provided further,
                                                              -------- -------
until the earlier of (y) one month following the Closing Date and (z) the date
that Syndication Agent notifies Company that the primary syndication of the
Loans and Commitments has been completed, as determined by Syndication Agent,
all Loans shall be maintained as either Base Rate Loans or Eurodollar Rate Loans
having an Interest Period of no longer than one month.  If on any day a Loan is
outstanding with respect to which a Funding Notice or Conversion/Continuation
Notice has not been delivered to Administrative Agent in accordance with the
terms hereof specifying the applicable basis for determining the rate of
interest, then for that day such Loan shall be a Base Rate Loan.

                                       48
<PAGE>

          In connection with Eurodollar Rate Loans there shall be no more than
ten (10) Interest Periods outstanding at any time.  In the event Company fails
to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable
Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a
Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on
the last day of the then-current Interest Period for such Loan (or if
outstanding as a Base Rate Loan will remain as, or (if not then outstanding)
will be made as, a Base Rate Loan).  In the event Company fails to specify an
Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or
Conversion/Continuation Notice, Company shall be deemed to have selected an
Interest Period of one month.  A soon as practicable after 10:00 a.m. (New York
City time) on each Interest Rate Determination Date, Administrative Agent shall
determine (which determination shall, absent manifest error, be final,
conclusive and binding upon all parties) the interest rate that shall apply to
the Eurodollar Rate Loans for which an interest rate is then being determined
for the applicable Interest Period and shall promptly give notice thereof (in
writing or by telephone confirmed in writing) to Company and each Lender.

          Interest payable pursuant to Section 2.8(a) shall be computed (i) in
the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the
case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a
360-day year, in each case for the actual number of days elapsed in the period
during which it accrues.  In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate
Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; provided, if a Loan is repaid on the same day on
                                --------
which it is made, one day's interest shall be paid on that Loan.

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

          Company agrees to pay to Issuing Bank, with respect to drawings
honored under any Letter of Credit, interest on the amount paid by Issuing Bank
in respect of each such honored drawing from the date such drawing is honored to
but excluding the date such amount is reimbursed by or on behalf of Company at a
rate equal to (i) for the period from the date such drawing is honored to but
excluding the applicable Reimbursement Date, the rate of interest otherwise
payable hereunder with respect to Revolving Loans that are Base Rate Loans, and
(ii)

                                       49
<PAGE>

thereafter, a rate which is 2% per annum in excess of the rate of interest
otherwise payable hereunder with respect to Revolving Loans that are Base Rate
Loans.

          Interest payable pursuant to Section 2.8(f) shall be computed on the
basis of a 365-day year for the actual number of days elapsed in the period
during which it accrues, and shall be payable on demand or, if no demand is
made, on the date on which the related drawing under a Letter of Credit is
reimbursed in full.  Promptly upon receipt by Issuing Bank of any payment of
interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each
Lender, out of the interest received by Issuing Bank in respect of the period
from the date such drawing is honored to but excluding the date on which Issuing
Bank is reimbursed for the amount of such drawing (including any such
reimbursement out of the proceeds of any Revolving Loans), the amount that such
Lender would have been entitled to receive in respect of the letter of credit
fee that would have been payable in respect of such Letter of Credit for such
period if no drawing had been honored under such Letter of Credit.  In the event
Issuing Bank shall have been reimbursed by Lenders for all or any portion of
such honored drawing, Issuing Bank shall distribute to each Lender which has
paid all amounts payable by it under Section 2.4(e) with respect to such honored
drawing such Lender's Pro Rata Share of any interest received by Issuing Bank in
respect of that portion of such honored drawing so reimbursed by Lenders for the
period from the date on which Issuing Bank was so reimbursed by Lenders to but
excluding the date on which such portion of such honored drawing is reimbursed
by Company.

     Conversion/Continuation.

          Conversion/Continuation.  Subject to Section 2.18, Company shall have
          -----------------------
the option:

               to convert at any time all or any part of any Loan equal to
$5,000,000 and integral multiples of $1,000,000 in excess of that amount from
one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may
                                          --------
only be converted on the expiration of the Interest Period applicable to such
Eurodollar Rate Loan unless Company shall pay all amounts due under Section 2.18
in connection with any such conversion; provided, further, in the event any
                                        --------  -------
Default or Event of Default as described in Section 8.1(a) shall have occurred
and then be continuing, then, notwithstanding the foregoing, Company shall not
have the option to convert any Revolving Loan that is a Base Rate Loan to a
Eurodollar Rate Loan; and

               subject to the proviso of Section 2.10, upon the expiration of
any Interest Period applicable to any Eurodollar Rate Loan, to continue all or
any portion of such Loan equal to $5,000,000 and integral multiples of
$1,000,000 in excess of that amount as a Eurodollar Rate Loan.

          Mechanics.  The Company shall deliver a Conversion/Continuation Notice
          ---------
to Administrative Agent no later than 10:00 a.m. (New York City time) at least
one Business Day

                                       50
<PAGE>

in advance of the proposed conversion date (in the case of a conversion to a
Base Rate Loan) and at least three Business Days in advance of the proposed
conversion/continuation date (in the case of a conversion to, or a continuation
of, a Eurodollar Rate Loan). Except as otherwise provided herein, a
Conversion/Continuation Notice for conversion to, or continuation of, any
Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be
irrevocable on and after the related Interest Rate Determination Date, and
Company shall be bound to effect a conversion or continuation in accordance
therewith.

     Default Interest. Upon the occurrence and during the continuance of an
Event of Default, the principal amount of all Loans and, to the extent permitted
by applicable law, any interest payments on the Loans or any fees or other
amounts owed hereunder not paid when due, in each case whether at stated
maturity, by notice of prepayment, by acceleration or otherwise, shall
thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand
at a rate that is 2% per annum in excess of the interest rate otherwise payable
hereunder with respect to the applicable Loans (or, in the case of any such fees
and other amounts, at a rate which is 2% per annum in excess of the interest
rate otherwise payable hereunder for Base Rate Loans); provided, in the event
                                                       --------
that such an Event of Default is as described in Section 8.1(a), all Revolving
Loans that are Eurodollar Rate Loans, upon the expiration of the Interest Period
in effect at the time any such increase in interest rate is effective such
Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall
thereafter bear interest payable upon demand at a rate which is 2% per annum in
excess of the interest rate otherwise payable hereunder for Base Rate Loans.
Payment or acceptance of the increased rates of interest provided for in this
Section 2.10 is not a permitted alternative to timely payment and shall not
constitute a waiver of any Event of Default or otherwise prejudice or limit any
rights or remedies of Administrative Agent or any Lender.

     Fees.

          Company agrees to pay to Lenders the following fees:

               with respect to Lenders having Revolving Credit Exposure and/or
Delayed Draw Term Loan Exposure, commitment fees equal to (1) the average of the
daily difference between (A) the sum of the Revolving Credit Commitments plus
the Delayed Draw Term Loan Commitments, and (B) the sum of (x) the aggregate
principal amount of outstanding Revolving Loans (but not any outstanding Swing
Line Loans) plus Delayed Draw Term Loans plus (y) the Letter of Credit Usage,
times (2) the Applicable Commitment Fee Percentage; and

               with respect to Lenders having Revolving Credit Exposure, letter
of credit fees equal to (1) the Applicable Margin for Eurodollar Rate Loans,
times (2) the average daily maximum amount available to be drawn under all such
Letters of Credit (regardless of whether any conditions for drawing could then
be met and determined as of the close of business on any date of determination);

                                       51
<PAGE>

All fees referred to in this Section 2.11(a) shall be paid to Administrative
Agent at its Principal Office and upon receipt, Administrative Agent shall
promptly distribute to each Lender its Pro Rata Share thereof.

          Company agrees to pay directly to Issuing Bank, for its own account,
the following fees:

               a fronting fee equal to 0.25%, per annum, times the aggregate
daily amount available to be drawn under all Letters of Credit (determined as of
the close of business on any date of determination); and

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

          All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be
calculated on the basis of a 360-day year and the actual number of days elapsed
and shall be payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year during the Revolving Credit Commitment Period,
commencing on the first such date to occur after the Closing Date, and on the
Revolving Credit Commitment Termination Date.

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

     Scheduled Payments/Commitment Reductions.

          Scheduled Payments.  The principal amounts of the Credit Facility Term
          ------------------
Loans shall be repaid in the aggregate annual amounts set forth below in
consecutive quarterly installments (each, an "Installment") on the last day of
each fiscal quarter (each, an "Installment Date") set forth below, commencing
March 31, 2002:


================================================================================

                               Delayed Draw                   Term Loan
    Fiscal Quarter        Term Loan Installments             Installments
--------------------------------------------------------------------------------

   March 31, 2002              $2,250,000                    $1,500,000
--------------------------------------------------------------------------------

   June 30, 2002               $2,250,000                    $1,500,000
--------------------------------------------------------------------------------

 September 30, 2002            $2,250,000                    $1,500,000
--------------------------------------------------------------------------------
================================================================================

                                       52
<PAGE>

                                   Delayed Draw               Term Loan
         Fiscal Quarter        Term Loan Installments        Installments
     ----------------------------------------------------------------------
        December 31, 2002            $2,250,000              $1,500,000
     ----------------------------------------------------------------------

        March 31, 2003               $3,000,000              $1,500,000
     ----------------------------------------------------------------------

        June 30, 2003                $3,000,000              $1,500,000
     ----------------------------------------------------------------------

        September 30, 2003           $3,000,000              $1,500,000
     ----------------------------------------------------------------------

        December 31, 2003            $3,000,000              $1,500,000
     ----------------------------------------------------------------------

        March 31, 2004               $4,500,000              $1,500,000
     ----------------------------------------------------------------------

        June 30, 2004                $4,500,000              $1,500,000
     ----------------------------------------------------------------------

        September 30, 2004           $4,500,000              $1,500,000
     ----------------------------------------------------------------------

        December 31, 2004            $4,500,000              $1,500,000
     ----------------------------------------------------------------------

        March 31, 2005               $5,250,000              $1,500,000
     ----------------------------------------------------------------------

        June 30, 2005                $5,250,000              $1,500,000
     ----------------------------------------------------------------------

        September 30, 2005           $5,250,000              $1,500,000
     ----------------------------------------------------------------------

        December 9, 2005             $5,250,000                ------
     ----------------------------------------------------------------------

        December 31, 2005              ------                $1,500,000
     ----------------------------------------------------------------------

        March 31, 2006                 ------                $9,000,000
     ----------------------------------------------------------------------

        June 9, 2006                   ------               $27,000,000
     ======================================================================

; provided, in the event any Incremental Facility Term Loans are made, such
  --------
Incremental Facility Term Loans shall be repaid on each Installment Date
occurring on or after the applicable Incremental Facility Effective Date in an
amount equal to (i) the aggregate principal amount of Incremental Facility Term
Loans of the applicable Class of Credit Facility Term Loans as of such
Incremental Facility Effective Date, times (ii) the ratio (expressed as a
percentage) of (y) the amount of other Credit Facility Term Loans of the same
Class as the Incremental Facility Term Loans being repaid on such Installment
Date and (z) the total aggregate amount of other Credit Facility Term Loans of
the same Class as the Incremental Facility Term Loans outstanding on such
Incremental Facility Effective Date.

Notwithstanding the foregoing, (i) all outstanding Installments shall be reduced
in connection with any voluntary or mandatory prepayments of the Delayed Draw
Term Loans or the Term

                                       53
<PAGE>

Loans, as the case may be, in accordance with Section 2.15; and (ii) the Delayed
Draw Term Loans and the Term Loans, together with all other amounts owed
hereunder with respect thereto, shall be paid in full no later than the Delayed
Draw Term Loan Maturity Date or the Term Loan Maturity Date, as the case may be.

          Revolving Credit Commitment Reductions.  The Revolving Credit
          --------------------------------------
Commitments shall be permanently reduced in the aggregate amounts set forth
below in consecutive quarterly installments (each, a "Reduction") on the last
day of each fiscal quarter (each, a "Reduction Date") set forth below,
commencing March 31, 2002:

                     Fiscal Quarter         Reductions
                  =======================================
                     March 31, 2002         $1,125,000
                  ---------------------------------------
                     June 30, 2002          $1,125,000
                  ---------------------------------------
                   September 30, 2002       $1,125,000
                  ---------------------------------------
                   December 31, 2002        $1,125,000
                  ---------------------------------------
                     March 31, 2003         $1,500,000
                  ---------------------------------------
                     June 30, 2003          $1,500,000
                  ---------------------------------------
                   September 30, 2003       $1,500,000
                  ---------------------------------------
                   December 31, 2003        $1,500,000
                  ---------------------------------------
                     March 31, 2004         $2,250,000
                  ---------------------------------------
                     June 30, 2004          $1,500,000
                  ---------------------------------------
                   September 30, 2004       $2,250,000
                  ---------------------------------------
                   December 31, 2004        $2,250,000
                  ---------------------------------------
                     March 31, 2005         $2,625,000
                  ---------------------------------------
                     June 30, 2005          $2,625,000
                  ---------------------------------------
                   September 30, 2005       $2,625,000
                  ---------------------------------------
                    December 9, 2005
                                            $2,625,000
                  =======================================

; provided, in the event any Incremental Facility Revolving Credit Commitments
  ---------
are made, such Incremental Facility Revolving Credit Commitments shall be
reduced on each Reduction Date

                                       54
<PAGE>

occurring on or after the applicable Incremental Facility Effective Date in an
amount equal to (i) the aggregate amount of Incremental Facility Revolving
Credit Commitments as of such Incremental Facility Effective Date times (ii) the
ratio (expressed as a percentage) of (y) the amount of other Revolving Credit
Commitments being reduced on such Reduction Date and (z) the total aggregate
amount of other Revolving Credit Commitments in effect on such Incremental
Facility Effective Date.

Notwithstanding the foregoing, all Scheduled Reductions shall be reduced in
connection with any voluntary or mandatory reductions of the Revolving Credit
Commitments in accordance with Section 2.15.

     Voluntary Prepayments/Commitment Reductions.

          Voluntary Prepayments.  (i) Any time and from time to time:
          ---------------------

                    with respect to Base Rate Loans, Company may prepay, without
          premium or penalty, any such Loans on any Business Day in whole or in
          part in an aggregate minimum amount of $1,000,000 and integral
          multiples of $250,000 in excess of that amount;

                    with respect to Eurodollar Rate Loans, Company may prepay,
          without premium or penalty, (except as otherwise provided in Section
          2.15(e)) any such Loans on any Business Day in whole or in part, in an
          aggregate minimum amount of $5,000,000 and integral multiples of
          $1,000,000 in excess of that amount; and

                    with respect to Swing Line Loans, Company may prepay,
          without premium or penalty, any such Loans on any Business Day in
          whole or in part in an aggregate minimum amount of $250,000, and in
          integral multiples of $250,000 in excess of that amount.

               All such prepayments shall be made:

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

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

                    upon written or telephonic notice on the date of prepayment,
          in the case of Swing Line Loans;

                                       55
<PAGE>

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

          Voluntary Revolving Credit Commitment Reductions.  (i) Company may,
          ------------------------------------------------
upon not less than three Business Days' prior written or telephonic notice
confirmed in writing to Administrative Agent (which original written or
telephonic notice Administrative Agent will promptly transmit by telefacsimile
or telephone to each applicable Lender), at any time and from time to time
terminate in whole or permanently reduce in part, without premium or penalty,
the Revolving Credit Commitments in an amount up to the amount by which the
Revolving Credit Commitments exceed the Total Utilization of Revolving Credit
Commitments at the time of such proposed termination or reduction; provided, any
                                                                   --------
such partial reduction of the Revolving Credit Commitments shall be in an
aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in
excess of that amount.

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

     Mandatory Prepayments/Commitment Reductions.

          Asset Sales.  No later than the first Business Day following the date
          -----------
of receipt by Parent Guarantor or any of its Subsidiaries of any Net Asset Sale
Proceeds, Company shall prepay the Loans and/or the Commitments shall be
permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal
to such Net Asset Sale Proceeds; provided, so long as no Default or Event of
                                 --------
Default shall have occurred and be continuing, and Company shall have the
option, directly or through one or more of its Subsidiaries, to invest such Net
Asset Sale Proceeds within one hundred eighty (180) days of receipt thereof in
assets useful in the business of Parent Guarantor and its Subsidiaries; provided
                                                                        --------
further, pending any such investment all such Net Asset Sale Proceeds shall be
-------
applied to prepay outstanding Revolving Loans (without a reduction in Revolving
Credit Commitments).

          Insurance/Condemnation Proceeds.  No later than the first Business Day
          -------------------------------

                                       56
<PAGE>

following the date of receipt by Parent Guarantor or any of its Subsidiaries, or
Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds,
Company shall prepay the Loans and/or the Commitments shall be permanently
reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net
Insurance/Condemnation Proceeds; provided, (i) so long as no Default or Event of
                                 --------
Default shall have occurred and be continuing, and (ii) to the extent that
aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the
applicable date of determination do not exceed $500,000, Company shall have the
option, directly or through one or more of its Subsidiaries to invest such Net
Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt
thereof in assets useful in the business of Parent Guarantor and its
Subsidiaries, which investment may include the repair, restoration or
replacement of the applicable assets thereof; provided further, pending any such
                                              -------- -------
investment all such Net Insurance/Condemnation Proceeds, as the case may be,
shall be applied to prepay outstanding Revolving Loans (without a reduction in
Revolving Credit Commitments).

          Issuance of Debt.  On the date of receipt by Parent Guarantor of any
          ----------------
Cash proceeds from the incurrence of any Permitted Parent Guarantor
Indebtedness, Company shall prepay the Loans and/or the Commitments shall be
permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal
to 100% of the excess of such proceeds over $250,000,000, net of underwriting
discounts and commissions and other reasonable costs and expenses associated
therewith, including reasonable legal fees and expenses.

          Consolidated Excess Cash Flow.  In the event that there shall be
          -----------------------------
Consolidated Excess Cash Flow for any fiscal year (commencing with fiscal year
ending December 31, 2002) in which the Total Leverage Ratio is greater than or
equal to 6.00:1.00, Company shall, no later than ninety (90) days after the end
of such fiscal year, prepay the Loans and/or the Revolving Credit Commitments
shall be permanently reduced as set forth in Section 2.15(b) in an aggregate
amount equal to 50% of such Consolidated Excess Cash Flow.

          Revolving Loans and Swing Loans.  Company shall from time to time
          -------------------------------
prepay first, the Swing Line Loans, and second, the Revolving Loans to the
extent necessary so that the Total Utilization of Revolving Credit Commitments
shall not at any time exceed the Revolving Credit Commitments then in effect.

          Prepayment Certificate.  Concurrently with any prepayment of the Loans
          ----------------------
and/or reduction of the Commitments pursuant to Sections 2.14(a) through
2.14(d), Company shall deliver to Administrative Agent a certificate of an
Authorized Officer demonstrating the calculation of the amount of the applicable
net proceeds or Consolidated Excess Cash Flow, as the case may be. In the event
that Company shall subsequently determine that the actual amount received
exceeded the amount set forth in such certificate, Company shall promptly make
an additional prepayment of the Loans and/or the Commitments shall be
permanently reduced) in an amount equal to such excess, and Company shall
concurrently therewith deliver to Administrative Agent a certificate of an
Authorized Officer demonstrating the derivation of such excess.

                                       57
<PAGE>

     Application of Prepayments/Commitment Reductions.

          Application of Voluntary Prepayments by Type of Loans.  Any prepayment
          -----------------------------------------------------
of any Loan pursuant to Section 2.13(a) shall be applied as specified by Company
in the applicable notice of prepayment; provided, in the event Company fails to
                                        --------
specify the Loans to which any such prepayment shall be applied, such prepayment
shall be applied as follows:

               first, to repay outstanding Swing Line Loans to the full extent
     thereof;

               second, to repay outstanding Revolving Loans to the full extent
     thereof; and

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

          Application of Mandatory Prepayments by Class of Loans.  Any amount
          ------------------------------------------------------
required to be paid pursuant to Sections 2.14(a) through 2.14(d) shall be
applied to the Revolving Credit Commitments, the Delayed Draw Term Loan
Commitments and the Term Loans on a pro rata basis (in accordance with the
respective outstanding principal amounts thereof or the aggregate amount of
Commitments then in effect, as applicable) and shall be further applied as
follows:

               With respect to any amount to be applied to the Revolving Credit
Commitments:

                    first, to permanently reduce the unused portion, if any, of
          the Revolving Credit Commitments;

                    second, to prepay the Swing Line Loans to the full extent
          thereof and to further reduce the Revolving Credit Commitments by the
          amount of such prepayment;

                    third, to prepay the Revolving Loans to the full extent
          thereof and to further reduce Revolving Credit Commitments by the
          amount of such prepayment;

                    fourth, to prepay outstanding reimbursement obligations with
          respect to Letters of Credit and to further reduce the Revolving
          Credit Commitments by the amount of such prepayment; and

                                       58
<PAGE>

                    fifth, to cash collateralize Letters of Credit as provided
          in Section 2.4 and to further reduce the Revolving Credit Commitments
          by the amount of such cash collateralization. In addition, the amount
          applied to the Revolving Credit Commitments shall be further applied
          to reduce the remaining Reductions on a pro rata basis.

               With respect to any amount to be applied to the Delayed Draw Term
Loans:

                    first, to permanently reduce the unused portion, if any, of
          the Delayed Draw Term Loan Commitments to the full extent thereof; and

                    second, to the remaining Installments of the Delayed Draw
          Term Loans on a pro rata basis.

               With respect to any amount to be applied to the Term Loans, to
the outstanding Installments of the Term Loans on a pro rata basis to each such
Installment.

          Waivable Mandatory Prepayment.  Anything contained herein to the
          -----------------------------
contrary notwithstanding, so long as any Delayed Draw Term Loans are
outstanding, in the event Company is required to make any mandatory prepayment
(a "Waivable Mandatory Prepayment") of the Term Loans, not less than five
Business Days prior to the date (the "Required Prepayment Date") on which
Company is required to make such Waivable Mandatory Prepayment, Company shall
notify Administrative Agent of the amount of such prepayment, and Administrative
Agent will promptly thereafter notify each Lender holding an outstanding Term
Loan of the amount of such Lender's Pro Rata Share of such Waivable Mandatory
Prepayment and such Lender's option to waive such prepayment. Each such Lender
may exercise such option by giving written notice to Company and Administrative
Agent of its election to do so on or before the third Business Day prior to the
Required Prepayment Date (it being understood that any Lender that does not
notify Company and Administrative Agent of its election to exercise such option
on or before the third Business Day prior to the Required Prepayment Date shall
be deemed to have elected, as of such date, not to exercise such option). On the
Required Prepayment Date, Company shall pay to Administrative Agent the amount
of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an
amount equal to that portion of the Waivable Mandatory Prepayment payable to
those Lenders that have elected not to exercise such option, to prepay the Term
Loans of such Lenders (which prepayment shall be applied to the scheduled
Installments of principal of the Term Loans in accordance with Section
2.15(b)(iii)), and (ii) in an amount equal to that portion of the Waivable
Mandatory Prepayment otherwise payable to those Lenders that have elected to
exercise such option, to prepay the Delayed Draw Term Loans (which prepayment
shall be applied to the Delayed Draw Term Loan Commitments and/or the
Installments of the Delayed Draw Term Loans, as the case may be, in accordance
with

                                       59
<PAGE>

 Section 2.15(b)(ii).

          Application of Prepayments of Loans to Base Rate Loans and Eurodollar
          ---------------------------------------------------------------------
Rate Loans.  Considering each Class of Loans being prepaid separately, any
----------
prepayment thereof shall be applied first to Base Rate Loans to the full extent
thereof before application to Eurodollar Rate Loans, in each case in a manner
which minimizes the amount of any payments required to be made by Company
pursuant to Section 2.18(c).

          Prepayment Premium.  Notwithstanding anything herein to the contrary,
          ------------------
upon any prepayment of any Term Loan pursuant to Section 2.13, 2.14 or 8.1 on or
prior to the second anniversary of the Closing Date, Company shall also pay to
Administrative Agent, for the account of the holders of the Term Loans then
being prepaid, an amount equal to (i) the aggregate principal amount of such
Term Loans, times (ii) the Applicable Prepayment Premium Percentage (such
amount, the "Prepayment Premium") determined as of such date of prepayment. Any
payment of the Prepayment Premium shall be in addition to, and not in limitation
of, any other amount payable hereunder or under any other Credit Document in
connection with any prepayment of the Term Loans. Upon receipt thereof,
Administrative Agent shall promptly distribute each Prepayment Premium to each
applicable Lender pursuant to Section 2.16(c).

     General Provisions Regarding Payments.


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

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

          Administrative Agent shall promptly distribute to each Lender at such
address as such Lender shall indicate in writing, such Lender's applicable Pro
Rata Share of all payments and prepayments of principal and interest due
hereunder, together with all other amounts due thereto, including, without
limitation, all fees payable with respect thereto, to the extent received by
Administrative Agent.

          Notwithstanding the foregoing provisions hereof, if any
Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any
Affected Lender makes Base Rate Loans

                                       60
<PAGE>

in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent
shall give effect thereto in apportioning payments received thereafter.

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

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

          Administrative Agent shall deem any payment by or on behalf of Company
hereunder that is not made in same day funds prior to 12:00 p.m. (New York City
time) to be a non-conforming payment. Any such payment shall not be deemed to
have been received by Administrative Agent until the later of (i) the time such
funds become available funds, and (ii) the applicable next Business Day.
Administrative Agent shall give prompt telephonic notice to Company and each
applicable Lender (confirmed in writing) if any payment is non-conforming. Any
non-conforming payment may constitute or become a Default or Event of Default in
accordance with the terms of Section 8.1(a). Interest shall continue to accrue
on any principal as to which a non-conforming payment is made until such funds
become available funds (but in no event less than the period from the date of
such payment to the next succeeding applicable Business Day) at the rate
determined pursuant to Section 2.10 from the date such amount was due and
payable until the date such amount is paid in full.

     Ratable Sharing.  Lenders hereby agree among themselves that, except as
otherwise provided in the Collateral Documents with respect to amounts realized
from the exercise of rights with respect to Liens on the Collateral, if any of
them shall, whether by voluntary payment (other than a voluntary prepayment of
Loans made and applied in accordance with the terms hereof), through the
exercise of any right of set-off or banker's lien, by counterclaim or cross
action or by the enforcement of any right under the Credit Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, amounts payable in respect of Letters
of Credit, fees and other amounts then due and owing to such Lender hereunder or
under the other Credit Documents (collectively, the "Aggregate Amounts Due" to
such Lender) which is greater than the proportion received by any other Lender
in respect of the Aggregate Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall (a) notify Administrative
Agent and each other Lender of the receipt of such payment and (b) apply a
portion of such payment to purchase participations (which it shall be deemed to
have purchased from each seller of a participation simultaneously upon the
receipt by such seller of its portion of such payment) in the Aggregate

                                       61
<PAGE>

Amounts Due to the other Lenders so that all such recoveries of Aggregate
Amounts Due shall be shared by all Lenders in proportion to the Aggregate
Amounts Due to them; provided, if all or part of such proportionately greater
                     --------
payment received by such purchasing Lender is thereafter recovered from such
Lender upon the bankruptcy or reorganization of Company or otherwise, those
purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such purchasing Lender ratably to the extent
of such recovery, but without interest. Company expressly consents to the
foregoing arrangement and agrees that any holder of a participation so purchased
may exercise any and all rights of banker's lien, set-off or counterclaim with
respect to any and all monies owing by Company to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.

     Making or Maintaining Eurodollar Rate Loans.

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

          Illegality or Impracticability of Eurodollar Rate Loans.  In the event
          -------------------------------------------------------
that on any date any Lender shall have determined (which determination shall be
final and conclusive and binding upon all parties hereto but shall be made only
after consultation with Company and Administrative Agent) that (i) the making,
maintaining or continuation of its Eurodollar Rate Loans has become unlawful as
a result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any
such treaty, governmental rule, regulation, guideline or order not having the
force of law even though the failure to comply therewith would not be unlawful);
(ii) adequate and fair means do not exist for ascertaining the applicable
interest rates by reference to which the Eurodollar Rate then being determined
is to be fixed; or (iii) Dollar deposits in the relevant amounts and for the
relevant Interest Period are not generally available to Lenders in the
eurodollar market at the Eurodollar Rate, then, and in any such event, such
Lender shall be an "Affected Lender" and it shall on that day give notice (by
telefacsimile or by telephone confirmed in writing) to Company and
Administrative Agent of such determination (which notice Administrative Agent
shall promptly transmit to each other Lender). Thereafter (1) the obligation of
the Affected Lender to make

                                       62
<PAGE>

Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until
such notice shall be withdrawn by the Affected Lender, (2) to the extent such
determination by the Affected Lender relates to a Eurodollar Rate Loan then
being requested by Company pursuant to a Funding Notice or a
Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or
continue such Loan as or convert such Loan to, as the case may be) a Base Rate
Loan, (3) the Affected Lender's obligation to maintain its outstanding
Eurodollar Rate Loans (the "Affected Loans") shall be terminated at the earlier
to occur of the expiration of the Interest Period then in effect with respect to
the Affected Loans or when required by law, and (4) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as described above relates to a Eurodollar Rate Loan then being requested
by Company pursuant to a Funding Notice or a Conversion/Continuation Notice,
Company shall have the option, subject to the provisions of Section 2.18(c), to
rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders
by giving notice (by telefacsimile or by telephone confirmed in writing) to
Administrative Agent of such rescission on the date on which the Affected Lender
gives notice of its determination as described above (which notice of rescission
Administrative Agent shall promptly transmit to each other Lender). Except as
provided in the immediately preceding sentence, nothing in this Section 2.18(b)
shall affect the obligation of any Lender other than an Affected Lender to make
or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in
accordance with the terms hereof.

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

          Booking of Eurodollar Rate Loans.  Any Lender may make, carry or
          --------------------------------
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of such Lender.

                                       63
<PAGE>

          Assumptions Concerning Funding of Eurodollar Rate Loans.  Calculation
          -------------------------------------------------------
of all amounts payable to a Lender under this Section 2.18 and under Section
2.19 shall be made as though such Lender had actually funded each of its
relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of such
Lender to a domestic office of such Lender in the United States of America;
provided, however, each Lender may fund each of its Eurodollar Rate Loans in any
--------  -------
manner it sees fit and the foregoing assumptions shall be utilized only for the
purposes of calculating amounts payable under this Section 2.18 and under
Section 2.19.

     Increased Costs; Capital Adequacy.

          Compensation For Increased Costs and Taxes.  Subject to the provisions
          ------------------------------------------
of Section 2.20 (which shall be controlling with respect to the matters covered
thereby), in the event that any Lender (which term shall include Issuing Bank
for purposes of this Section 2.19(a)) shall determine (which determination
shall, absent manifest error, be final and conclusive and binding upon all
parties hereto) that any law, treaty or governmental rule, regulation or order,
or any change therein or in the interpretation, administration or application
thereof (including the introduction of any new law, treaty or governmental rule,
regulation or order), or any determination of a court or governmental authority,
in each case that becomes effective after the date hereof, or compliance by such
Lender with any guideline, request or directive issued or made after the date
hereof by any central bank or other governmental or quasi-governmental authority
(whether or not having the force of law): (i) subjects such Lender (or its
applicable lending office, or with respect to Issuing Bank, its Principal
Office) to any additional Tax (other than any Tax on the overall net income of
such Lender) with respect to this Agreement or any of its obligations hereunder
or any payments to such Lender (or its applicable lending office, or with
respect to Issuing Bank, its Principal Office) of principal, interest, fees or
any other amount payable hereunder; (ii) imposes, modifies or holds applicable
any reserve (including any marginal, emergency, supplemental, special or other
reserve), special deposit, compulsory loan, FDIC insurance or similar
requirement against assets held by, or deposits or other liabilities in or for
the account of, or advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Lender (other than any such
reserve or other requirements with respect to Eurodollar Rate Loans that are
reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any
other condition (other than with respect to a Tax matter) on or affecting such
Lender (or its applicable lending office, or with respect to Issuing Bank, its
Principal Office) or its obligations hereunder or the London interbank market;
and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining Loans hereunder or to reduce any amount
received or receivable by such Lender (or its applicable lending office, or with
respect to Issuing Bank, its Principal Office) with respect thereto; then, in
any such case, Company shall promptly pay to such Lender, upon receipt of the
statement

                                       64
<PAGE>

referred to in the next sentence, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender for any such increased cost or reduction in
amounts received or receivable hereunder. Such Lender shall deliver to Company
(with a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis for calculating the additional amounts owed to such
Lender under this Section 2.19(a), which statement shall be conclusive and
binding upon all parties hereto absent manifest error.

          Capital Adequacy Adjustment.  In the event that any Lender (which term
          ---------------------------
shall include Issuing Bank for purposes of this Section 2.19(b)) shall have
determined that the adoption, effectiveness, phase-in or applicability after the
Closing Date of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender (or its applicable lending office, or with respect to Issuing
Bank, its Principal Office) with any guideline, request or directive regarding
capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to,
such Lender's Loans or Commitments or Letters of Credit, or participations
therein or other obligations hereunder with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five Business Days after receipt by Company from
such Lender of the statement referred to in the next sentence, Company shall pay
to such Lender such additional amount or amounts as will compensate such Lender
or such controlling corporation on an after-tax basis for such reduction. Such
Lender shall deliver to Company (with a copy to Administrative Agent) a written
statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to Lender under this Section 2.19(b), which statement
shall be conclusive and binding upon all parties hereto absent manifest error.

     Any demand for payment to be given by a Lender under Section 2.19 shall be
effective only if given within one hundred eighty (180) days of an officer of
such Lender having knowledge of the facts giving rise to the right to make
demand.

     Taxes; Withholding, etc.

          Payments to Be Free and Clear.  All sums payable by any Credit Party
          -----------------------------
hereunder and under the other Credit Documents shall (except to the extent
required by law) be paid free and clear of, and without any deduction or
withholding on account of, any Tax (other than a Tax

                                       65
<PAGE>

on the overall net income of any Lender) imposed, levied, collected, withheld or
assessed by or within the United States of America or any political subdivision
in or of the United States of America or any other jurisdiction from or to which
a payment is made by or on behalf of any Credit Party or by any federation or
organization of which the United States of America or any such jurisdiction is a
member at the time of payment.

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

          Evidence of Exemption From U.S. Withholding Tax.  Each Lender that is
          -----------------------------------------------
not a United States Person (as such term is defined in Section 7701(a)(30) of
the IRC) for U.S. federal income tax purposes (a "Non-US Lender") shall deliver
to Administrative Agent for transmission to Company, on or prior to the Closing
Date (in the case of each Lender listed on the signature pages hereof on the
Closing Date) or on or prior to the date of the Assignment Agreement pursuant to
which it becomes a Lender (in the case of each other Lender), and at such other
times as may be necessary in the determination of Company or Administrative
Agent (each in the reasonable exercise of its discretion), (i) two original
copies of IRS Form W-8BEN or W-8ECI (or any successor forms), properly completed
and duly executed by such Lender, and such

                                       66
<PAGE>

other documentation required under the IRC and reasonably requested by Company
to establish that such Lender is not subject to deduction or withholding of
United States federal income tax with respect to any payments to such Lender of
principal, interest, fees or other amounts payable under any of the Credit
Documents, or (ii) if such Lender is not a "bank" or other Person described in
Section 881(c)(3) of the IRC and cannot deliver either IRS Form W-8BEN or W-8ECI
pursuant to clause (i) above, a Certificate re Non-Bank Status together with two
original copies of IRS Form W-8 (or any successor form), properly completed and
duly executed by such Lender, and such other documentation required under the
IRC and reasonably requested by Company to establish that such Lender is not
subject to deduction or withholding of United States federal income tax with
respect to any payments to such Lender of interest payable under any of the
Credit Documents. Each Lender required to deliver any forms, certificates or
other evidence with respect to United States federal income tax withholding
matters pursuant to this Section 2.20(c) hereby agrees, from time to time after
the initial delivery by such Lender of such forms, certificates or other
evidence, whenever a lapse in time or change in circumstances renders such
forms, certificates or other evidence obsolete or inaccurate in any material
respect, that such Lender shall promptly deliver to Administrative Agent for
transmission to Company two new original copies of IRS Form W-8BEN or W-8ECI ,
or a Certificate re Non-Bank Status and two original copies of IRS Form W-8, as
the case may be, properly completed and duly executed by such Lender, and such
other documentation required under the IRC and reasonably requested by Company
to confirm or establish that such Lender is not subject to deduction or
withholding of United States federal income tax with respect to payments to such
Lender under the Credit Documents, or notify Administrative Agent and Company of
its inability to deliver any such forms, certificates or other evidence. Company
shall not be required to pay any additional amount to any Non-US Lender under
Section 2.20(b)(iii) if such Lender shall have failed to deliver the forms,
certificates or other evidence referred to in the second sentence of this
Section 2.20(c), or (2) to notify Administrative Agent and Company of its
inability to deliver any such forms, certificates or other evidence, as the case
may be; provided, if such Lender shall have satisfied the requirements of the
        --------
first sentence of this Section 2.20(c) on the Closing Date or on the date of the
Assignment Agreement pursuant to which it became a Lender, as applicable,
nothing in this last sentence of Section 2.20(c) shall relieve Company of its
obligation to pay any additional amounts pursuant to Section 2.19(a) in the
event that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender is not subject to withholding as
described herein.

          Tax Savings.  If Company pays any additional amount under this Section
          -----------
2.20 and, as a result, any Lender, together with Administrative Agent,
subsequently, in their sole discretion and based on their own interpretation of
any relevant laws (but acting in good faith) receive or are granted a final and
non-appealable credit against or deduction from or in respect of any tax payable
by such Lender, or obtain any other final and non-appealable relief in respect
of any tax, which in the opinion of such Lender and Administrative Agent, acting
in good faith, is

                                       67
<PAGE>

both reasonably identifiable and quantifiable by them without requiring any
Lender, Administrative Agent or their professional advisers to expend a material
amount of time or incur a material cost in so identifying or quantifying (any of
the foregoing, to the extent so reasonably identifiable and quantifiable, being
referred to as a "Saving"), such Lender shall, to the extent that it can do so
without prejudice to the retention of the Saving, reimburse Company promptly
after such identification and quantification with the amount of such Saving;
provided, however, that any such Saving shall be reduced by any costs incurred
by such Lender or Administrative Agent in obtaining such Saving.

          No Disclosure, Etc.  Nothing in this Section 2.20 shall require any
          -------------------
Lender to disclose to any Person any information regarding its tax affairs or to
arrange its tax and other affairs in any particular manner.

     Obligation to Mitigate. Each Lender (which term shall include Issuing Bank
for purposes of this Section 2.21) agrees that, as promptly as practicable after
the officer of such Lender responsible for administering its Commitments, Loans
or Letters of Credit, as the case may be, becomes aware of the occurrence of an
event or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender to receive payments under
Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the
internal policies of such Lender and any applicable legal or regulatory
restrictions, use reasonable efforts (a) to make, issue, fund or maintain its
Credit Extensions, including any Affected Loans, through another office of such
Lender, or (b) take such other measures as such Lender may deem reasonable, if
as a result thereof the circumstances which would cause such Lender to be an
Affected Lender would cease to exist or the additional amounts which would
otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19
or 2.20 would be materially reduced and if, as determined by such Lender in its
sole discretion, the making, issuing, funding or maintaining of such
Commitments, Loans or Letters of Credit through such other office or in
accordance with such other measures, as the case may be, would not otherwise
adversely affect such Commitments, Loans or Letters of Credit or the interests
of such Lender; provided, such Lender will not be obligated to utilize such
                --------
other office pursuant to this Section 2.21 unless Company agrees to pay all
incremental expenses incurred by such Lender as a result of utilizing such other
office as described in clause (a) above. A certificate as to the amount of any
such expenses payable by Company pursuant to this Section 2.21 (setting forth in
reasonable detail the basis for requesting such amount) submitted by such Lender
to Company (with a copy to Administrative Agent) shall be conclusive absent
manifest error.

     Defaulting Lenders. Anything contained herein to the contrary
notwithstanding, in the event that any Lender, at the direction or request of
any regulatory agency or authority, defaults (a "Defaulting Lender") in its
obligation to fund (a "Funding Default") any Revolving Loan or any Delayed Draw
Term Loan or its portion of any unreimbursed payment under Section 2.3(c) or
2.4(e) (in each case, a "Defaulted Loan"), then (a) during any Default Period
with respect to such Defaulting Lender, such Defaulting Lender shall be deemed
not to be a

                                       68
<PAGE>

"Lender" for purposes of voting on any matters (including the granting of any
consents or waivers) with respect to any of the Credit Documents; (b) to the
extent permitted by applicable law, until such time as the Default Excess with
respect to such Defaulting Lender shall have been reduced to zero, (i) any
voluntary prepayment of the Revolving Loans or Delayed Draw Term Loans, as the
case may be, shall, if Company so directs at the time of making such voluntary
prepayment, be applied to the Revolving Loans or the Delayed Draw Term Loans, as
applicable, of other Lenders as if such Defaulting Lender had no Revolving Loans
or Delayed Draw Term Loans, as applicable, outstanding and the Revolving Credit
Exposure or Delayed Draw Term Loan Exposure, as applicable, of such Defaulting
Lender were zero, and (ii) any mandatory prepayment of the Revolving Loans or
Delayed Draw Term Loans, as the case may be, shall, if Company so directs at the
time of making such mandatory prepayment, be applied to the Revolving Loans or
Delayed Draw Term Loans, as applicable, of other Lenders (but not to the
Revolving Loans or Delayed Draw Term Loans, as applicable, of such Defaulting
Lender) as if such Defaulting Lender had funded all Defaulted Loans of such
Defaulting Lender, it being understood and agreed that Company shall be entitled
to retain any portion of any mandatory prepayment of the Revolving Loans or
Delayed Draw Term Loans, as the case may be, that is not paid to such Defaulting
Lender solely as a result of the operation of the provisions of this clause (b);
(c) such Defaulting Lender's Revolving Credit Commitment or Delayed Draw Term
Loan Commitment, as the case may be, and outstanding Revolving Loans and such
Defaulting Lender's Pro Rata Share of the Letter of Credit Usage or Delayed Draw
Term Loans, as applicable, shall be excluded for purposes of calculating the
commitment fees payable to Lenders in respect of any day during any Default
Period with respect to such Defaulting Lender, and such Defaulting Lender shall
not be entitled to receive any commitment fee pursuant to Section 2.11(a)(i) or
2.11(a)(ii), as applicable, with respect to such Defaulting Lender's Revolving
Credit Commitment or Delayed Draw Term Loan Commitment, as applicable, in
respect of any Default Period with respect to such Defaulting Lender; and (d)
the Total Utilization of Revolving Credit Commitments and the Total Utilization
of Delayed Draw Term Loan Commitments, as the case may be, as at any date of
determination shall be calculated as if such Defaulting Lender had funded all
Defaulted Loans of such Defaulting Lender. No Revolving Credit Commitment or
Delayed Draw Term Loan Commitment, as the case may be, of any Lender shall be
increased or otherwise affected, and, except as otherwise expressly provided in
this Section 2.22, performance by Company of its obligations hereunder and the
other Credit Documents shall not be excused or otherwise modified as a result of
any Funding Default or the operation of this Section 2.22. The rights and
remedies against a Defaulting Lender under this Section 2.22 are in addition to
other rights and remedies which Company may have against such Defaulting Lender
with respect to any Funding Default and which Administrative Agent or any Lender
may have against such Defaulting Lender with respect to any Funding Default.

     Removal or Replacement of a Lender. Anything contained herein to the
contrary notwithstanding, in the event that: (a) any Lender (an "Increased-Cost
Lender") shall give notice to Company that such Lender is an Affected Lender or
that such Lender is entitled to receive payments under Section 2.18, 2.19 or
2.20, the circumstances which

                                       69
<PAGE>

have caused such Lender to be an Affected Lender or which entitle such Lender to
receive such payments shall remain in effect, and such Lender shall fail to
withdraw such notice within five Business Days after Company's request for such
withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default
Period for such Defaulting Lender shall remain in effect, and such Defaulting
Lender shall fail to cure the default as a result of which it has become a
Defaulting Lender within five Business Days after Company's request that it cure
such default; or (c) in connection with any proposed amendment, modification,
termination, waiver or consent with respect to any of the provisions hereof as
contemplated by Section 10.5(b), the consent of Requisite Lenders shall have
been obtained but the consent of one or more of such other Lenders (each a "Non-
Consenting Lender") whose consent is required shall not have been obtained;
then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-
Consenting Lender (the "Terminated Lender"), Company may, by giving written
notice to Administrative Agent and any Terminated Lender of its election to do
so, elect to cause such Terminated Lender (and such Terminated Lender hereby
irrevocably agrees) to assign its outstanding Loans and its Revolving Credit
Commitments or Delayed Draw Term Loan Commitments, if any, in full to one or
more Eligible Assignees (each a "Replacement Lender") in accordance with the
provisions of Section 10.6 and Terminated Lender shall pay any fees payable
thereunder in connection with such assignment; provided, (i) on the date of such
                                               --------
assignment, the Replacement Lender shall pay to Terminated Lender an amount
equal to the sum of (1) an amount equal to the principal of, and all accrued
interest on, all outstanding Loans of the Terminated Lender, (2) an amount equal
to all unreimbursed drawing that have been funded by such Terminated Lender,
together with all then unpaid interest with respect thereto at such time and (3)
an amount equal to all accrued, but theretofore unpaid fees owing to such
Terminated Lender pursuant to Section 2.11; (ii) on the date of such assignment,
Company shall pay any amounts payable to such Terminated Lender pursuant to
Section 2.18(c), 2.19 or 2.20 or otherwise as if it were a prepayment; and (iii)
in the event such Terminated Lender is a Non-Consenting Lender, each Replacement
Lender shall consent, at the time of such assignment, to each matter in respect
of which such Terminated Lender was a Non-Consenting Lender; provided, Company
                                                             --------
may not make such election with respect to any Terminated Lender that is also an
Issuing Bank unless, prior to the effectiveness of such election, Company shall
have caused each outstanding Letter of Credit issued thereby to be cancelled.
Upon the prepayment of all amounts owing to any Terminated Lender and the
termination of such Terminated Lender's Revolving Credit Commitments or Delayed
Draw Term Loan Commitments, if any, such Terminated Lender shall no longer
constitute a "Lender" for purposes hereof; provided, any rights of such
                                           --------
Terminated Lender to indemnification hereunder shall survive as to such
Terminated Lender.

     Incremental Facility Commitments and Loans.

          Incremental Facility Commitments.  Company may elect to increase the
          --------------------------------
Commitments by an aggregate amount not in excess of the Incremental Facility
Maximum Amount as follows:

                                       70
<PAGE>

               with respect to the Revolving Credit Commitments, by not less
than $25,000,000 (or such lesser amount as Company and Incremental Facility
Syndication Agent shall agree) and in integral multiples of $5,000,000 in excess
thereof (such increase, the "Incremental Facility Revolving Credit
Commitments");

               with respect to the Delayed Draw Term Loan Commitments, by not
less than $25,000,000 (or such lesser amount as Company and Incremental Facility
Syndication Agent shall agree) and in integral multiples of $5,000,000 (such
increase, the "Incremental Facility Delayed Draw Term Loan Commitments"); and

               with respect to the Term Loan Commitments, by not less than
$25,000,000 (or such lesser amount as Company and Incremental Facility
Syndication Agent shall agree) and in integral multiples of $5,000,000 (such
increase, the "Incremental Facility Term Loan Commitments"; and together with
the Incremental Facility Revolving Credit Commitments and the Incremental
Facility Delayed Draw Commitments, the "Incremental Facility Commitments").

          Incremental Facility Mechanics.  In order to make the election set
          ------------------------------
forth in Section 2.24(a), Company shall deliver to Administrative Agent an
Incremental Facility Notice setting forth the following:

               the date (each, an "Incremental Facility Effective Date"), which
shall be not less than ten (10) Business Days after the date on which the
applicable Incremental Facility Notice is delivered to Administrative Agent, on
which Company proposes that the applicable Incremental Facility Commitment shall
be effective and, if applicable, that the Loans to be made pursuant to the
Incremental Facility Commitments (the "Incremental Facility Loans") shall be
made;

               the identity of each Lender or other Person that meets the
requirements of an Eligible Assignee (each, an "Incremental Facility Lender") to
whom Company proposes any portion of the applicable Incremental Facility Credit
Commitments be allocated and the amounts of such allocations; and

               if applicable, the aggregate principal amount of each Class of
Incremental Facility Loans to be made on the Incremental Facility Effective
Date.

          Arrangement and Syndication.  The Incremental Facility Commitments
          ---------------------------
shall be arranged and syndicated by GSCP in the capacity as lead arranger and
syndication agent with respect thereto (in such capacities, "Incremental
Facility Syndication Agent"), and Company shall pay to Incremental Facility
Syndication Agent such customary fees and expenses in connection with arranging,
syndicating and providing the Incremental Facility Commitments as

                                       71
<PAGE>

may be necessary, in the reasonable judgment of Incremental Facility Syndication
Agent, to achieve a successful syndication thereof and no portion of such fees
shall be allocable to any persons other than Incremental Facility Syndication
Agent and those persons providing the Incremental Facility Commitments.
Notwithstanding anything in this Agreement to the contrary, Incremental Facility
Syndication Agent shall be entitled to the benefits of Section 9 as if it were
named therein. Any Lender given the option to participate in any Incremental
Facility Commitment may elect or decline, in its sole discretion, to provide
such Incremental Facility Commitment.

          Conditions to Incremental Facility Amounts.  Any Incremental Facility
          ------------------------------------------
Commitments shall become effective and, if applicable, any Incremental Facility
Loans shall be made as of the applicable Incremental Facility Effective Date
subject to the following conditions:

               no Default or Event of Default shall exist as of such date before
or after giving effect to such Incremental Facility Commitments;

               Parent Guarantor and its Subsidiaries shall be in pro forma
compliance with each of the covenants set forth in Section 6.7 as of the last
day of the most recently ended fiscal quarter after giving effect to such
Incremental Facility Loans;

               both before and after giving effect to the making of any
Incremental Facility Loans, each of the conditions set forth in Section 3.2
shall be satisfied;

               each increase in the Commitments shall be effected pursuant to
one or more joinder agreements, in each case in form and substance reasonably
satisfactory to Administrative Agent, and executed by each Credit Party and each
Incremental Facility Lender and delivered to Administrative Agent and recorded
in the Register;

               Company shall make any payments required pursuant to Section
2.18(c); and

               Company shall deliver or cause to be delivered any legal opinions
or other documents reasonably requested by Administrative Agent in connection
with any such transaction.

          Incremental Facility Revolving Loans.  On any Incremental Facility
          ------------------------------------
Effective Date on which the Incremental Facility Revolving Credit Commitments
are effected, subject to the satisfaction of the foregoing terms and conditions:

               each of the Revolving Lenders shall assign to each person holding
an Incremental Facility Revolving Credit Commitment (each, an "Incremental
Facility Revolving Lender"), and each such Person shall purchase from each of
the Revolving Lenders, at the

                                       72
<PAGE>

principal amount thereof (together with accrued interest), such interests in the
Revolving Loans outstanding on such Incremental Facility Effective Date as shall
be necessary in order that, after giving effect to all such assignments and
purchases, such Revolving Loans will be held by Revolving Lenders and
Incremental Facility Revolving Lenders ratably in accordance with their
Revolving Credit Commitments after giving effect to the addition of such
Incremental Facility Revolving Credit Commitments to the Revolving Commitments;

               each Incremental Facility Revolving Credit Commitment shall be
deemed, for all purposes hereof a Revolving Credit Commitment and each Loan made
thereunder shall be deemed, for all purposes, a Revolving Loan; and

               each Incremental Facility Revolving Lender shall become a Lender
hereunder with respect to the Incremental Facility Revolving Credit Commitments
and all matters relating thereto.

          Incremental Facility Delayed Draw Term Loans.  On any Incremental
          --------------------------------------------
Facility Effective Date on which Incremental Facility Delayed Draw Term Loan
Commitments are effected, subject to the satisfaction of the foregoing terms and
conditions:

               each Person holding an Incremental Facility Delayed Draw Term
Loan Commitment (each, an "Incremental Facility Delayed Draw Term Loan Lender")
shall make Delayed Draw Term Loans to Company in an amount equal to its
Incremental Facility Delayed Draw Term Loan Commitment

               each such Loan shall be deemed for all purposes, a Delayed Draw
Term Loan; and

               each Incremental Facility Delayed Draw Term Loan Lender shall
become a Lender hereunder with respect to the Incremental Facility Delayed Draw
Term Loan Commitments.

          Incremental Facility Term Loans.  On any Incremental Facility
          -------------------------------
Effective Date on which Incremental Facility Term Loan Commitments are effected,
subject to the satisfaction of the foregoing terms and conditions:

               each Person holding an Incremental Facility Term Loan Commitment
(each, an "Incremental Facility Term Loan Lender") shall make Term Loans to
Company in an amount equal to its Incremental Facility Term Loan Commitment

               each such Loan shall be deemed for all purposes, a Term Loan; and

               each Incremental Facility Term Loan Lender shall become a Lender

                                       73
<PAGE>

hereunder with respect to the Incremental Facility Term Loan Commitments.

          Effect of Incremental Facility Amounts.  Administrative Agent shall
          --------------------------------------
notify the Lenders promptly upon receipt of Company's notice of each Incremental
Facility Effective Date and in respect thereof the Incremental Facility
Commitments, the Incremental Facility Loans, and the Incremental Facility
Lenders, and, in the case of each notice to any Revolving Lender, the respective
interests in such Revolving Lender's Revolving Loans subject to the assignments
contemplated by this subsection. Except as otherwise may be agreed upon by
Company, Incremental Facility Syndication Agent and the applicable Class of
Incremental Facility Lenders, the terms and provisions of the Incremental
Facility Commitments and the Incremental Facility Loans shall be identical to
the Class of Commitments or Loans being increased.


REPRESENTATIONS AND WARRANTIES

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

     Organization; Powers.

          Such Credit Party (i) is a corporation or limited liability company
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization and (ii) is qualified to do business in the
jurisdiction in which its principal place of business is located and in every
other jurisdiction where such qualification is necessary except where a failure
to so qualify is not reasonably expected to have a Material Adverse Effect;

          such Credit Party has the power and authority to own its properties,
to carry on its business as now conducted; and

          such Credit Party has the power and the authority to enter into each
Credit Document to which it is a party and to carry out the transactions
contemplated thereby.

     Corporate Authorization.  The execution, delivery and performance of this
Agreement and the other Credit Documents to which such Credit Party is a party:

          have been duly authorized by such Credit Party's Board of Directors or
managers and, if necessary, such Credit Party's stockholders or members;

          (i) do not violate (1) any existing provision of law applicable to
such Credit Party and not immaterial to its business, (2) such Credit Party's
Organizational Documents, or (3) any

                                       74
<PAGE>

applicable order of any court or other governmental agency, and (ii) do not
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any indenture, agreement for borrowed money, bond,
note or other similar instrument or any other material agreement to which such
Credit Party is a party or by which such Credit Party or any of such Credit
Party's property is bound;

          do not result in the creation or imposition of any Lien of any nature
whatsoever upon any property or assets of such Credit Party other than the Liens
granted pursuant to this Loan Agreement or the other Credit Documents;

          constitute legal, valid and binding obligations of such Credit Party,
enforceable against such Credit Party in accordance with their respective terms;
and

          do not, as of the date of execution hereof, require any governmental
consent, filing, registration or approval other than any consent, filing,
registration or approval that have been made to the extent required by
applicable law, order, rule or regulations; provided, the failure of any such
consent or approval to be obtained or filing or registration to be made or
otherwise be effective shall not affect the validity or enforceability of the
Credit Documents or otherwise be adverse in any respect to any Agent or Lender.

     Financial Statements.  Company has furnished to Agents and Lenders (a) the
audited consolidated financial statements of Parent Guarantor and its
Subsidiaries dated as of, and covering the fiscal year ended, December 31, 1998
and (b) the unaudited financial statements of Parent Guarantor and its
Subsidiaries as at the most recently ended fiscal quarter, consisting of a
balance sheet and the related consolidated statements of income, stockholders'
equity and cash flows for the nine-month period ending on September 30, 1999
((a) and (b) together, the "Financials"). As of the respective dates of the
Financials, (i) the Financials fairly represent Parent Guarantor's and its
Subsidiaries' financial position and results of operations; and (ii) there are
no omissions from the Financials or any other facts or circumstances not
reflected in the Financials which are or may be material according to GAAP. On
and as of the Closing Date, the Projections of Parent Guarantor and its
Subsidiaries for the period from the first day of fiscal year 1999 through and
including the last day of fiscal year 2006 (the "Projections") are based on good
faith estimates and assumptions made by the management of Parent Guarantor;
provided, the Projections are not to be viewed as facts and that actual results
--------
during the period or periods covered by the Projections may differ from such
Projections and that the differences may be material; provided further, as of
                                                      ----------------
the Closing Date, management of Parent Guarantor believed that the Projections
were reasonable and attainable.

     No Material Adverse Change.  Since December 31, 1998, no event or change
has occurred that has caused or evidences, either in any case or in the
aggregate, a Material Adverse Effect.

                                       75
<PAGE>

     Litigation.  There are no actions, suits or proceedings at law or in equity
or by or before any Governmental Authority now pending or, to the knowledge of
such Credit Party, threatened, against or affecting such Credit Party or any
property or rights of such Credit Party as to which there is a reasonable
likelihood of an adverse determination and which, if adversely determined, would
individually or in the aggregate materially impair the right of any Credit Party
to carry on business substantially as now being conducted or as presently
contemplated or which is likely to result in any Material Adverse Effect.

     Tax Returns.  Such Credit Party has filed or caused to be filed all
material Federal, state and local tax returns that are required to be filed,
which returns are true, correct and complete in all material respects, and has
paid or caused to be paid all taxes that have become due or shown on any
assessment received by it to the extent that such taxes have become due, except
such taxes the amount, applicability or validity of which are being contested in
good faith by appropriate proceedings and with respect to which such Credit
Party shall have set aside on its books adequate reserves with respect to such
taxes as are required by GAAP.

     No Defaults.  Such Credit Party is not in default (a) with respect to any
judgment, writ, injunction, decree, rule or regulation of any Governmental
Authority, or (b) in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement or instrument to
which such Credit Party is a party or by which any of its assets are bound
except, in the case of any matter otherwise included in clause (a) or (b), to
the extent such matter could not reasonably be expected to have a Material
Adverse Effect.

     Properties.  Each Credit Party has good, sufficient, legal title beneficial
to (in the case of fee interests in real property), valid leasehold interests in
(in the case of leasehold interests in real or personal property), or good and
sufficient title to (in the case of all other personal property), all of their
respective properties and assets reflected in the Financials, except for assets
disposed of since the date of such financial statements in the ordinary course
of business or as otherwise permitted under Section 6.9.  Except for permitted
Liens, all such properties and assets are free and clear of Liens.

     Collateral.

          The execution and delivery of the Collateral Documents by Credit
Parties, together with the actions taken on or prior to the date hereof pursuant
to Section 4.1(g), are effective to create in favor of Administrative Agent for
the benefit of Lenders, as security for the Obligations, a valid and perfected
first priority Lien on all of the Collateral, and all filings and other actions
necessary or desirable to perfect and maintain the perfection and first priority
status of such Liens have been duly made or taken and remain in full force and
effect, other than the filing of any UCC financing statements delivered to
Administrative Agent for filing (but not yet filed) and the periodic filing of
UCC continuation statements in respect of UCC financing statements filed by or
on behalf of Administrative Agent and actions necessary with respect to

                                       76
<PAGE>

perfection of security interests not governed by the Uniform Commercial Code.

          No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for
either the pledge or grant by any Credit Party of the Liens purported to be
created in favor of Administrative Agent pursuant to any of the Collateral
Documents or the exercise by Administrative Agent of any rights or remedies in
respect of any Collateral (whether specifically granted or created pursuant to
any of the Collateral Documents or created or provided for by applicable law),
except for filings or recordings contemplated by Sections 4.1(g)(ii) and
4.1(g)(iii) and except as may be required, in connection with the disposition of
any Investment Property, by laws generally affecting the offering and sale of
securities.

          Except with respect to any Permitted Lien and such as may have been
filed in favor of Administrative Agent as contemplated by Section 4.1(g), no
effective UCC financing statement, fixture filing or other instrument similar in
effect covering all or any part of the Collateral is on file in any filing or
recording office.

          All information supplied to Administrative Agent by or on behalf of
any Credit Party with respect to any of the Collateral (in each case taken as a
whole with respect to any particular Collateral) is accurate and complete in all
material respects.

     Licenses, Material Agreements, Intellectual Property.

          Such Credit Party has obtained all approvals of any Governmental
Authority having jurisdiction over such Credit Party, which approvals are
necessary or appropriate for the construction and operation of the Systems as
are presently operating, to the extent such approvals are required to be
obtained currently.  Such Governmental Approvals and approvals are listed on
Schedule 3.10(a) and constitute the only licenses, permits or franchises of any
Governmental Authority required in connection with the Systems as are presently
operating.  All Governmental Approvals of such Credit Party are in full force
and effect, are duly issued in the name of, or validly assigned to, such Credit
Party and such Credit Party has the power and authority to operate thereunder.

          Schedule 3.10(b) accurately and completely lists all material
agreements to which such Credit Party is a party as of the Closing Date,
including, without limitation, all purchase agreements, construction contracts,
right of way or right of occupancy agreements, lease agreements, consulting,
employment, management and related agreements. All of the foregoing agreements
are valid, subsisting and in full force and effect and none of such Credit
Party, or any other parties, are in default thereunder in any material respect.
Such Credit Party has given true and complete copies of all such agreements to
the Agents and the Lenders.

                                       77
<PAGE>

          Such Credit Party owns or possesses all the Intellectual Property
necessary for the conduct of its business as presently conducted without any
known conflict with the rights of others except where such conflict is not
reasonably expected to have a Material Adverse Effect.  Schedule 2.1(b) of the
Pledge and Security Agreement accurately and completely lists all Intellectual
Property owned or possessed by or licensed to such Credit Party.

     Compliance With Laws.  The operations of such Credit Party comply with all
applicable federal, state or local laws and regulations, including, without
limitation, Environmental Laws and regulations promulgated by the FCC and any
PUC, and other telecommunications laws and regulations, except where
noncompliance is not reasonably expected to have a Material Adverse Effect. None
of the operations of such Credit Party is subject to any judicial or
administrative proceeding alleging the violation of any Environmental Laws. None
of the operations of such Credit Party is the subject of federal or state
investigation evaluating whether any Remedial Action is needed to respond to a
Release. Such Credit Party has not filed any notice under any federal or state
law indicating past or present treatment, storage or disposal of a hazardous
waste or reporting a Release. Such Credit Party has no contingent liability of
which such Credit Party has knowledge or (with the reasonable exercise of
diligence) should have knowledge other than contingent liabilities that are not
reasonably expected to have a Material Adverse Effect.

     ERISA.  None of such Credit Party or any ERISA Affiliate of such Credit
Party maintains or contributes to any Plan other than a Plan listed on Schedule
3.12 hereto.  Except as disclosed on Schedule 3.12, each Plan which is intended
to be qualified under Section 401(a) of the IRC has been determined by the IRS
to be so qualified, and each trust related to any such Plan has been determined
to be exempt from federal income tax under Section 501(a) of the IRC.  Except as
disclosed on Schedule 3.12, none of such Credit Party or any ERISA Affiliate
maintains or contributes to any employee welfare benefit plan within the meaning
of Section 3(1) of ERISA which provides benefits to employees after termination
of employment other than as required by Section 601 of ERISA.  None of such
Credit Party or any ERISA Affiliate has breached any of the material
responsibilities, obligations or duties imposed on it by ERISA or regulations
promulgated thereunder with respect to any Plan.  No Plan has incurred any
accumulated funding deficiency (as defined in Section 302(a)(2) of ERISA and
Section 412(a) of the IRC), whether waived or not waived.  None of such Credit
Party or any ERISA Affiliate nor any fiduciary of any Plan which is not a
Multiemployer Plan (a) has engaged in a nonexempt "prohibited transaction"
described in Section 406 of ERISA or Section 4975 of the IRC or (b) has taken or
failed to take any action which would constitute or result in a Termination
Event; provided that, in the case of the events described in clauses (a) and
(b), such action or failure to take action results in a material liability to
Company.  None of such Credit Party or any ERISA Affiliate has incurred any
liability to the PBGC which remains outstanding, other than the payment of
premiums, and there are no premium payments which have become due which are
unpaid.  Schedule B to the most recent annual report filed with the IRS with
respect to each Plan is complete and accurate.  Since the date of each such
Schedule B, there has been no adverse

                                       78
<PAGE>

change in the funding status or financial condition of the Plan relating to such
Schedule B. None of such Credit Party or any ERISA Affiliate has (i) failed to
make a required contribution or payment to a Multiemployer Plan or (ii) made a
complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a
Multiemployer Plan. None of such Credit Party or any ERISA Affiliate has failed
to make a required installment or any other required payment under Section 412
of the IRC on or before the due date for such installment or other payment. None
of such Credit Party or any ERISA Affiliate is required to provide security to a
Plan under Section 401(a)(29) of the IRC due to a Plan amendment that results in
an increase in current liability for the plan year.

     Investment Company Act; Public Utility Holding Company Act. Such Credit
Party is not an "investment company" as that term is defined in, and is not
otherwise subject to regulation under, the Investment Company Act of 1940. Such
Credit Party is not a "holding company" as that term is defined in, and is not
otherwise subject to regulation under, the Public Utility Holding Company Act of
1935.

     Federal Reserve Regulations.  Such Credit Party is not engaged principally,
or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying any margin stock (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System of the
United States), and no part of the proceeds of the Loans made to such Credit
Party will be used to purchase or carry any such margin stock or to extend
credit to others for the purpose of purchasing or carrying any such margin stock
or for any purpose that violates, or is inconsistent with, the provisions of
Regulation T, U or X of said Board of Governors.

     Insurance.  All insurance required to be maintained by Parent Guarantor and
its Subsidiaries pursuant to Section 5.4 is in full force and effect.

     Capitalization and Subsidiaries.  As of the Closing Date, the classes of
Capital Stock, number of authorized shares, number of outstanding shares and par
values or other designations of the Capital Stock or other equity securities or
beneficial interests of such Credit Party are correctly set forth on Schedule
3.16 (as supplemented from time to time pursuant to Section 5.15). All the
outstanding shares of Capital Stock or other equity securities or beneficial
interests of such Credit Party are duly and validly issued, fully paid and
nonassessable, and none of such issued and outstanding shares, equity securities
or beneficial interests has been issued in violation of, or is subject to, any
preemptive or subscription rights. Except as set forth on Schedule 3.16 (as
supplemented from time to time pursuant to Section 5.15), as of the Closing
Date, there are no (a) outstanding shares of Capital Stock of such Credit Party,
(b) outstanding rights of subscription, warrants, calls, options, contracts or
other agreements of any kind, issued, made or granted to or with any Person
under which such Credit Party may be obligated to issue, sell, purchase, retire
or redeem or otherwise acquire or dispose of any shares of Capital Stock or
other equity securities or beneficial interests of such Credit

                                       79
<PAGE>

Party, or (c) Subsidiaries of such Credit Party.

     Real Estate Assets. Set forth on Schedule 3.17 is a list of all Real Estate
Assets owned as of the Closing Date by such Credit Party, together with a street
address of each such Real Estate Assets, including a description of such
properties' current use. Such Credit Party's interests in the Real Estate Assets
are sufficient in order for such Credit Party to conduct its business and
operations as conducted on the Closing Date.

     Solvency.  After giving effect to the making of any Credit Extension to or
behalf of such Credit Party hereunder, the disbursement of the proceeds thereof
pursuant to such Credit Party's instructions and the execution, delivery and
performance of each of the Credit Documents and transactions contemplated
thereby, such Credit Party is Solvent and is not contemplating either the filing
of a petition by it under any state or federal bankruptcy or insolvency laws or
the liquidation of all or a substantial portion of its property, and has no
knowledge of any Person contemplating the filing of any such petition against
such Credit Party.

     Brokers, etc.  Such Credit Party has not dealt with any broker, finder,
commission agent or other similar Person in connection with the Loans or the
transactions being effected contemporaneously with this Agreement, and such
Credit Party covenants and agrees to indemnify and hold harmless the Agents, and
the Lenders from and against, any broker's fee, finder's fee or commission in
connection with such transactions.

     No Material Misstatements.  Neither any report, financial statement,
exhibit or schedule furnished by or on behalf of such Credit Party to any of the
Agents or any Lender in connection with the negotiation of this Agreement and
the other Credit Documents or included herein or therein, nor any other
information required to be furnished pursuant to the provisions of Section 5,
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein not misleading in light of the
circumstances under which they were made.

     Year 2000 Matters.  Each Credit Party has eliminated all Year 2000
Problems, except where the failure to correct the same could not reasonably be
expected to have a Material Adverse Effect, either individually or in the
aggregate.


CONDITIONS PRECEDENT

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

          Credit Documents.  Administrative Agent shall have received sufficient
          ----------------
copies of

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<PAGE>

each Credit Document originally executed and delivered by each applicable Credit
Party for each Lender.

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

          Organizational and Capital Structure.  The organizational structure
          ------------------------------------
and the capital structure of Parent Guarantor and its Subsidiaries shall be as
set forth on Schedule 3.16.

          Existing Loan Agreements.  On the Closing Date, Parent Guarantor and
          ------------------------
its Subsidiaries shall have (i) repaid in full all of the Indebtedness and other
obligations then outstanding under the Existing Loan Agreements, (ii) terminated
any commitments to lend or make other extensions of credit thereunder, and (iii)
delivered to Syndication Agent and Administrative Agent all documents or
instruments necessary to release all Liens securing the Indebtedness under the
Existing Loan Agreements or other obligations of Parent Guarantor and its
Subsidiaries thereunder being repaid on the Closing Date.

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

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<PAGE>

          Certain Consents.  Each applicable Credit Party shall have used its
          ----------------
best efforts to deliver to Administrative Agent (i) a fully executed Lessor
Consent and Waiver Agreement with respect to each of the Leasehold Properties
set forth on Schedule 4.1(f)A, and (ii) a fully executed ILEC Consent with
respect to each of the collocation agreements set forth on Schedule 4.1(f)B.

          Personal Property Collateral.  In order to create in favor of
          ----------------------------
Administrative Agent, for the benefit of Lenders, a valid and, subject to any
filing and/or recording referred to herein, perfected First Priority security
interest in the personal property Collateral, Administrative Agent shall have
received:

             (1) certificates (which certificates shall be accompanied by
irrevocable undated stock powers, duly endorsed in blank and otherwise
satisfactory in form and substance to Administrative Agent) representing all
certificated shares of Capital Stock pledged pursuant to the Pledge and Security
Agreement, and Acknowledgments of Pledge from each applicable issuer of
Securities pledged pursuant to the Pledge and Security Agreement and (2) all
instruments and promissory notes (which instruments shall be accompanied by
instruments of transfer or assignment duly endorsed in blank and otherwise in
form and substance satisfactory to Administrative Agent) evidencing all
Indebtedness pledged pursuant to the Pledge and Security Agreement;

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

             all releases, cover sheets or other documents or instruments
required to be filed in order to create or perfect Liens in respect of any
Intellectual Property Collateral;

             an opinion of counsel (which counsel shall be reasonably
satisfactory to Syndication Agent and Administrative Agent) with respect to the
creation and perfection of the security interests in favor of Administrative
Agent in such Collateral and such other matters governed by the laws of each
jurisdiction in which any Credit Party or any personal property Collateral is
located as Syndication Agent and Administrative Agent may reasonably request, in
each case in form and substance reasonably satisfactory to Syndication Agent and
Administrative Agent; and

             evidence that each Credit Party shall have taken or caused to be
taken any other action, executed and delivered or caused to be executed and
delivered any other agreement, document and instrument, and made or caused to be
made any other filing and recording (other than as set forth herein) reasonably
required by Syndication Agent and Administrative Agent.

                                       82
<PAGE>

          Environmental Reports.  Syndication Agent and Administrative Agent
          ---------------------
shall have received reports and other information, in form, scope and substance
satisfactory to Syndication Agent and Administrative Agent and as either may
reasonably request, regarding environmental matters relating to the Real Estate
Assets of Parent Guarantor and its Subsidiaries.

          Financials and Projections.  Lenders shall have received from Parent
          --------------------------
Guarantor (i) the Financials, (ii) pro forma consolidated and consolidating
balance sheets of Parent Guarantor and its Subsidiaries as at the Closing Date,
prepared in accordance with GAAP and reflecting the consummation of the related
financings and the other transactions contemplated by the Credit Documents to
occur on or prior to the Closing Date, which pro forma financial statements
shall be in form and substance satisfactory to Lenders, and (iii) the
Projections.

          Evidence of Insurance.  Syndication Agent and Administrative Agent
          ---------------------
shall have received a certificate from Company's insurance broker or other
evidence satisfactory to it that all insurance required to be maintained
pursuant to Section 5.4 is in full force and effect and that Administrative
Agent, for the benefit of Lenders has been named as additional insured and loss
payee thereunder to the extent required under Section 5.4.

          Opinions of Counsel to Credit Parties.  Lenders and their respective
          -------------------------------------
counsel shall have received originally executed copies of the favorable written
opinions of each of Willkie, Farr & Gallagher, Latham & Watkins and Swidler
Berlin Shereff Friedman, LLP, counsel for Credit Parties, in the form of
Exhibit D and as to such other matters as Administrative Agent or Syndication
Agent may reasonably request, including, without limitation, any applicable
regulatory matters, dated as of the Closing Date and otherwise in form and
substance reasonably satisfactory to Administrative Agent and Syndication Agent.

          Opinions of Counsel to Syndication Agent.  Lenders shall have received
          ----------------------------------------
originally executed copies of one or more favorable written opinions of Skadden,
Arps, Slate, Meagher & Flom LLP, counsel to Syndication Agent, dated as of the
Closing Date, in form and substance reasonably satisfactory to Syndication Agent
and Administrative Agent.

          Fees.  Company shall have paid to Syndication Agent, Administrative
          ----
Agent and Documentation Agent, the fees payable on the Closing Date referred to
in Section 2.11(d).

          Solvency Certificate.  On the Closing Date, Parent Guarantor shall
          --------------------
have delivered to Syndication Agent, Administrative Agent and Lenders an
originally executed Solvency Certificate dated the Closing Date together with
appropriate attachments thereto.

          Completion of Proceedings.  All partnership, corporate and other
          -------------------------
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent or Syndication Agent

                                       83
<PAGE>

and its counsel shall be satisfactory in form and substance to Administrative
Agent and Syndication Agent and such counsel, and Administrative Agent,
Syndication Agent and such counsel shall have received all such counterpart
originals or certified copies of such documents as Administrative Agent or
Syndication Agent may reasonably request.

          Closing Date Certificate.  Parent Guarantor and Company shall have
          ------------------------
delivered to Syndication Agent and Administrative Agent an originally executed
Closing Date Certificate, together with all attachments thereto.

          Closing Date.  Lenders shall have made the Term Loans to Company on or
          ------------
before December 9, 1999.

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

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

               after making the Credit Extensions requested on such Credit Date,
the Total Utilization of Revolving Credit Commitments shall not exceed the
Revolving Credit Commitments then in effect;

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

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

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

          Any Notice shall be executed by an Authorized Officer in a writing
delivered to Administrative Agent.  In lieu of delivering a Notice, Company may
give Administrative Agent

                                       84
<PAGE>

telephonic notice by the required time of any proposed borrowing,
conversion/continuation or issuance of a Letter of Credit, as the case may be;
provided each such notice shall be promptly confirmed in writing by delivery of
--------
the applicable Notice to Administrative Agent on or before the applicable date
of borrowing, continuation/conversion or issuance. Neither Administrative Agent
nor any Lender shall incur any liability to Company in acting upon any
telephonic notice referred to above that Administrative Agent believes in good
faith to have been given by a duly authorized officer or other person authorized
on behalf of Company or for otherwise acting in good faith.

AFFIRMATIVE COVENANTS

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

     Corporate and Franchise Existence.  Such Credit Party shall preserve and
maintain its corporate or other organizational existence, rights, franchises,
licenses and privileges in its jurisdiction of its organization, and in all
other jurisdictions in which such qualification is necessary in view of its
business and operations and property and preserve, protect and keep in full
force and effect its material rights and its Governmental Approvals except where
the failure to do so would not reasonably be expected to have a Material Adverse
Effect.

     Compliance with Laws, Etc.  Such Credit Party shall comply in all material
respects with all laws and regulations applicable to it, including, without
limitation, Environmental Laws, regulations promulgated by the FCC and any PUC,
and other telecommunications laws and regulations, and all material contractual
obligations applicable to it except where the failure to do so would not
reasonably be expected to have a Material Adverse Effect.

     Maintenance of Properties.  Such Credit Party shall at all times maintain
in good repair, working order and condition, excepting ordinary wear and tear,
all of its properties material to its operations and make all appropriate
repairs, replacements and renewals thereof, in each case consistent with prudent
industry practices and sound business judgment and with respect to the
maintenance of machinery and equipment, in compliance with applicable government
regulations, manufacturers' warranty request and licensing requirements, except
where the failure to do so would not reasonably be expected to have a Material
Adverse Effect.

     Insurance.

          Coverage.  Parent Guarantor shall, and shall cause each of its
          --------
Subsidiaries to, at

                                       85
<PAGE>

their own expense, with financially sound and reputable insurers (with such
deductibles as shall be customary for such Persons of established reputation
engaged in similar businesses as the Company) satisfactory to Administrative
Agent, keep its insurable properties, adequately insured on a all risk basis for
the full replacement value thereof at all times, and maintain in full force and
effect, pay all premiums when due in respect of, and comply with all terms and
conditions of the following insurance coverages:

          All Risk Property Insurance.  All risk property insurance against
physical loss or damage, including but not limited to fire and extended
coverage, collapse, flood, earth movement and comprehensive boiler and machinery
coverage (including electrical and mechanical breakdown).  Such insurance shall
cover Parent Guarantor's and its Subsidiaries' entire operation and shall not
contain any exclusion for resultant damage caused by faulty workmanship, design
or materials.  Coverage shall be written on a replacement cost basis in an
amount reasonably acceptable to Administrative Agent.  Such insurance policy
shall contain an agreed amount endorsement waiving any coinsurance penalty;

          Business Interruption.  As an extension of the coverage required under
the preceding clause (i), business interruption insurance in an agreed amount
equal to twelve (12) months projected loss of net profits, continuing expenses
and debt service payment and shall contain an agreed amount endorsement waiving
any coinsurance penalty;

          Comprehensive or Commercial General Liability Insurance.
Comprehensive general liability insurance written on an occurrence basis with a
limit of not less than $2,000,000.  Such coverage shall include, but not be
limited to, premises/operations, explosion, collapse, underground hazards,
contractual liability, independent contractors, products, completed operations,
property damage and personal injury liability.  Such insurance shall not exclude
coverage for punitive or exemplary damages where insurable by law;

          Workers' Compensation/Employer's Liability.  Workers' compensation
insurance in accordance with statutory provisions covering accidental injury,
illness or death of an employee of Parent Guarantor or any of its Subsidiaries
while at work or in the scope of his or her employment with Parent Guarantor or
any of its Subsidiaries and employer's liability insurance in an amount not less
than $500,000.  Such coverage shall not contain any occupational disease
exclusions;

          Automobile Liability.  Automobile liability insurance covering owned,
non-owned, leased, hired or borrowed vehicles against bodily injury or property
damage.  Such coverage shall have a limit of not less than $1,000,000;

          Excess/Umbrella Liability.  Excess or umbrella liability insurance in
an amount not less than $10,000,000 written on an occurrence basis providing
coverage limits in excess of the insurance limits required under clauses (iii),
(iv) (employer's liability only) and (v).

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<PAGE>

Such insurance shall follow from the primary insurances and drop down in case of
exhaustion of underlying limits and/or aggregates. Such insurance shall not
exclude coverage for punitive or exemplary damages where insurable by law; and

               Directors and Officer's Liability Insurance. Directors and
Officers Liability Insurance in an amount not less than $2,000,000.

Each of the foregoing policies shall (x) name Administrative Agent and the
Lenders and their respective Affiliates as additional insureds thereunder, as
their respective interests may appear and (y) in the case of casualty insurance
policy, contain a loss payable clause or endorsement, satisfactory in form and
substance to Administrative Agent, that names Administrative Agent for the
benefit of the Lenders as the sole loss payee thereunder under a standard lender
loss payee endorsement for any covered loss in excess of $500,000 and provides
for at least thirty (30) days prior written notice to Administrative Agent of
any modification or cancellation of such policy.

          Generally.  Administrative Agent shall be entitled, upon reasonable
          ---------
advance notice, to review and/or receive copies of such Credit Party's (or other
appropriate party's) books and records regarding all insurance policies carried
and maintained with respect to each System and such Credit Party's obligations
under this Section 5.4.  Notwithstanding anything to the contrary herein, no
provision of this Agreement or any other Credit Document shall impose on
Administrative Agent, any other Agent or any Lender any duty or obligation to
verify the existence or adequacy of the insurance coverage maintained by such
Credit Party, nor shall Administrative Agent, any other Agent or any Lender be
responsible for any representations or warranties made by or on behalf of such
Credit Party to any insurance broker, company or underwriter.  Administrative
Agent, at its sole option, may obtain such insurance if not provided by such
Credit Party; in such event, such Credit Party shall reimburse Administrative
Agent upon demand for the cost thereof together with interest, and such costs
shall constitute Obligations secured by the Collateral.  Not later than thirty
(30) days prior to the anticipated expiration date of any insurance coverage
required hereby, Company shall provide to Administrative Agent certificates
evidencing the renewal of each of such insurance coverage.

     Taxes.  Such Credit Party shall pay and discharge promptly all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits or in respect of its property, as such become due, as well as
all lawful claims for labor, materials and supplies or otherwise which, if
unpaid, might become a Lien upon such properties or any part thereof; provided,
                                                                      --------
such Credit Party shall not be required to pay and discharge or to cause to be
paid and discharged any such tax, assessment, charge, levy or claim so long as
the validity or amount thereof shall be contested in good faith by appropriate
proceedings diligently pursued, there exists no material risk of forfeiture and
such Credit Party shall set aside on its books such reserves as are required by
GAAP and in an amount satisfactory to Administrative Agent with respect to any
such tax, assessment, charge, levy or claim so contested.

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<PAGE>

     Financial Statements, Reports, etc. Credit Parties shall furnish to
Administrative Agent and the Lenders (except as otherwise provided herein):

          as soon as available and in any event within fifty (50) days after the
end of each fiscal quarter during each fiscal year of Parent Guarantor,
consolidated and consolidating unaudited balance sheets and statements of
operations for Parent Guarantor and its Subsidiaries, and consolidated and
consolidating statements of stockholders' equity and cash flows of Parent
Guarantor and its Subsidiaries, and consolidated statements of stockholders'
equity and cash flows of Parent Guarantor and its Subsidiaries as of the end of
each such month or fiscal quarter, as applicable, and for the then elapsed
portion of the fiscal year;

          as soon as available and in any event within ninety five (95) days
after the end of each fiscal year of Parent Guarantor, annual consolidated and
consolidating financial statements for Parent Guarantor and its Subsidiaries,
including the balance sheets and statements of operations, income, stockholders'
equity and cash flows, for such fiscal year, prepared in accordance with GAAP,
which consolidated financial statements and other above described financial
information shall have been audited by a nationally recognized independent
certified public accounting firm satisfactory to Administrative Agent, and
accompanied by such independent certified public accounting firm's unqualified
opinion;

          together with the financial statements delivered pursuant to clause
(b) above a report thereon of PriceWaterhouseCoopers LLP or other independent
certified public accountants of recognized national standing selected by Parent
Guarantor and in form and substance satisfactory to Administrative Agent,
together with a written statement (which statement may contain such
qualifications as the accountants deem appropriate) by such independent
certified public accountants stating that their audit examination has included a
review of the terms of the Credit Documents, whether, in connection therewith,
any condition or event that constitutes a Default or an Event of Default has
come to their attention and, if such a condition or event has come to their
attention, specifying the nature and period of existence thereof, and that
nothing has come to their attention that causes them to believe that the
information contained in any Compliance Certificate is not correct or that the
matters set forth in such Compliance Certificate are not stated in accordance
with the terms hereof;

          concurrently with the delivery of financial statements pursuant to
clauses (a) and (b) above, a Compliance Certificate;

          not later than December 31 of each year (i) consolidated and
consolidating projected annual revenue and income statements (including detailed
revenue and expense statements), balance sheets and cash flow statements for
Parent Guarantor and its Subsidiaries for the succeeding fiscal year, such
statements to be reasonably acceptable to Administrative Agent, and (ii) an
annual operating budget presented on a monthly basis for such succeeding fiscal
year;

                                      88
<PAGE>

          to Administrative Agent, promptly upon their becoming available,
copies of any periodic or special documents, statements or other information
filed by any Credit Party with the FCC, PUC or other Governmental Authority in
connection with the construction and/or operation of any System or with respect
to the transactions contemplated by any of the Credit Documents, and copies of
any material notices and other material communications from the FCC, PUC or from
any other Governmental Authority;

          promptly upon any officer of any Credit Party obtaining knowledge of
any condition or event which either constitutes an Event of Default or a Default
or which would result in any financial result for any fiscal year to deviate
materially and adversely from the financial results projected for such fiscal
year in the Projections, a certificate signed by an authorized officer of such
Credit Party specifying in reasonable detail the nature and period of existence
thereof and what corrective action such Credit Party has taken or proposes to
take with respect thereto;

          within thirty (30) days after the end of each fiscal year of such
Credit Party, a certificate signed by an authorized officer of such Credit Party
setting forth all the Real Estate Assets acquired by such Credit Party in the
preceding year;

          evidence of insurance complying with Section 5.4;

          promptly upon the filing thereof, copies of all registration
statements and annual, quarterly, monthly or other regular reports which Parent
Guarantor files with the Securities and Exchange Commission; and

          promptly from time to time such other information regarding the
operations (including, without limitation, construction budgeting and System
completion), business affairs and condition (financial or otherwise) of such
Credit Party as Administrative Agent may reasonably request.

     Litigation and Other Notices.  Such Credit Party shall give Administrative
Agent prompt written notice upon obtaining knowledge of the following: (a) all
events of default or any event that would become an event of default upon notice
or lapse of time or both under any of the terms or provisions of any note, or of
any other evidence of indebtedness or agreement or contract governing the
borrowing of money of such Credit Party; (b) any levy, attachment, execution or
other process against any of the property or assets, real or personal, of such
Credit Party; (c) the filing or commencement of any action, suit or proceeding
by or before any court or any Governmental Authority which, if adversely
determined against such Credit Party, would likely result in a Material Adverse
Effect; (d) any adverse notice, letter or other correspondence of any kind from
the FCC or the PUC relating to any material Governmental Approval or any
material aspect of any System; (e) any material default under any

                                       89
<PAGE>

other material license, agreement or contract to which such Credit Party is a
party; and (f) any matter, individually or in the aggregate with any other
matter, which has resulted in, or which such Credit Party believes may result
in, a Material Adverse Effect on such Credit Party.

     Future Properties.  In the event that any Credit Party acquires an interest
in any Real Estate Asset (other than office leases entered into in the ordinary
course of business) that Administrative Agent reasonably determines is material
to such Credit Party's Business, and such interest has not otherwise been made
subject to a Lien in favor of Administrative Agent, for the benefit of Lenders,
then such Credit Party, contemporaneously with acquiring such Real Estate Asset,
shall take all such actions and execute and deliver, or cause to be executed and
delivered, all such documents, instruments, agreements, opinions and
certificates as Administrative Agent may reasonably request to establish a Lien
on such Real Estate Asset in favor of Administrative Agent for the benefit of
the Lenders. Notwithstanding the foregoing, with respect to any Leasehold
Property at which a transmission node (ATM switch center node) is located, the
applicable Credit Party shall be obligated only to use its best efforts to cause
the lessor of such Leasehold Property to execute and deliver to Administrative
Agent a Lessor Waiver and Consent Agreement with respect thereto.

     ERISA.  Such Credit Party shall comply in all material respects with the
applicable provisions of ERISA and furnish to the Agent, (i) as soon as
possible, and in any event within ten (10) days after such Credit Party or any
officer of such Credit Party knows or has reason to know that any Termination
Event has occurred, a statement of an officer of such Credit Party setting forth
details as to such Termination Event and the corrective action (if any) that
such Credit Party proposes to take with respect thereto, together with a copy of
the notice of any Reportable Event given to the PBGC, and (ii) promptly after
receipt thereof, a copy of any notice such Credit Party may receive from the
PBGC relating to the intention of the PBGC to terminate any Plan or to appoint a
trustee to administer any such Plan.

     Access to Premises and Records.  Such Credit Party shall permit
representatives of Administrative Agent and each Lender to have access to such
Credit Party's books and records and to the Collateral and the premises of such
Credit Party at reasonable times upon reasonable notice (and after the
occurrence and during the continuance of any Default or Event of Default,
without notice and at any time) and to make such excerpts from such records as
such representatives deem necessary and to inspect the Collateral.

     Design, Construction, and Operation of Systems. Such Credit Party shall
design, construct, equip and operate its Systems in accordance with prudent
industry standards.

     Environmental Notices.  If such Credit Party shall (a) receive written
notice that any violation of any Environmental Law may have been committed or is
about to be committed by such Credit Party, (b) receive written notice that any
administrative or judicial complaint or order has been filed or is about to be
filed against such Credit Party alleging violations of any

                                       90
<PAGE>

Environmental Law or requiring such Credit Party to take any action in
connection with any Release of any Contaminant into the environment, or (c)
receive any written notice from a Governmental Authority or private party
alleging that such Credit Party may be liable or responsible for costs
associated with a response to or cleanup of a Release or any damages caused
thereby, such Credit Party shall provide Administrative Agent with a copy of
such notice within ten (10) Business Days of such Credit Party's receipt
thereof.

     Amendment of Organizational Documents. Such Credit Party shall notify
Administrative Agent of any amendment to any of its Organizational Documents
within ten (10) days of the occurrence of any such event, and provide the Agent
with copies of any amendments certified by the secretary of such Credit Party
and of all other relevant documentation. Such Credit Party shall promptly
deliver to Administrative Agent such financing statements executed by such
Credit Party which Administrative Agent may request as a result of any such
event.

     Fiscal Year.  Such Credit Party shall maintain a fiscal year ending on
December 31.

     Future Subsidiaries.  In the event that any Person becomes a Domestic
Subsidiary of Parent Guarantor, Parent Guarantor shall (a) promptly cause such
Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and
Security Agreement by executing and delivering to Administrative Agent a
Counterpart Agreement, and (b) take all such actions and execute and deliver, or
cause to be executed and delivered, all such documents, instruments, agreements,
and certificates similar to those described in Sections 4.1(b) and 4.1(g). In
the event that any Person becomes a Foreign Subsidiary of Parent Guarantor, and
the ownership interests of such Foreign Subsidiary are owned by Parent Guarantor
or by any Domestic Subsidiary thereof, Parent Guarantor shall, or shall cause
such Domestic Subsidiary to, deliver, all such documents, instruments,
agreements, and certificates as are similar to those described in Section
4.1(b), and Parent Guarantor shall take, or shall cause such Domestic Subsidiary
to take, all of the actions referred to in Section 4.1(g) necessary to grant and
to perfect a First Priority Lien in favor of Administrative Agent, for the
benefit of Lenders, under the Pledge and Security Agreement in such ownership
interests. With respect to each such Subsidiary, Parent Guarantor shall promptly
send to Administrative Agent written notice setting forth with respect to such
Person (i) the date on which such Person became a Subsidiary of Parent
Guarantor, and (ii) all of the data required to be set forth in Schedule 3.16
with respect to all Subsidiaries of Parent Guarantor; provided, such written
notice shall be deemed to supplement Schedule 3.16 for all purposes hereof.

     Accounting; Maintenance of Records.  Such Credit Party shall maintain a
system of accounting established and administered in accordance with GAAP. Such
Credit Party shall keep and maintain, and cause each of its Subsidiaries to keep
and maintain, in all material respects, proper books of record and account in
which entries in conformity with GAAP shall be made of all dealings and
transactions in relation to their

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<PAGE>

respective businesses and activities.

     Collocation Agreements.  Notwithstanding anything contained herein or in
any other Credit Document to the contrary, each applicable Credit Party shall
use its best efforts to obtain a duly executed ILEC Consent from the applicable
incumbent local exchange carrier with respect to each collocation agreement to
which such Credit Party is a party.

     Interest Rate Protection.  No later than ninety (90) days following the
Closing Date and at all times thereafter, Company shall maintain, or caused to
be maintained, in effect one or more Interest Rate Agreements for a term of not
less than two years and otherwise in form and substance reasonably satisfactory
to Administrative Agent and Syndication Agent, which Interest Rate Agreements
shall at all times effectively limit the amount of Indebtedness bearing interest
at a floating rate to no more than 50% of the aggregate principal amount of
Consolidated Total Debt outstanding as of any date of determination.

     Further Assurances.  Such Credit Party agrees to do such further acts and
things and to execute and deliver to or Administrative Agent such additional
assignments, agreements, powers and instruments, at such Credit Party's expense,
as Administrative Agent may require or deem advisable to carry into effect the
purposes of this Agreement and the other Credit Documents or to better assure
and confirm unto Administrative Agent its rights, powers and remedies hereunder
and thereunder.


NEGATIVE COVENANTS

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

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

          the Obligations;

          Indebtedness of any Subsidiary Guarantor to Company or to any other
Subsidiary Guarantor, or of Company to any Subsidiary Guarantor; provided, (i)
                                                                 --------
all such Indebtedness shall be evidenced by promissory notes and all such notes
shall be subject to a First Priority Lien pursuant to the Pledge and Security
Agreement, (ii) all such Indebtedness shall be unsecured and subordinated in
right of payment to the payment in full of the Obligations pursuant to the terms
of the applicable promissory notes or an inter company subordination agreement
that in any such

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<PAGE>

case, is reasonably satisfactory to Administrative Agent, and (iii) any payment
by any such Subsidiary Guarantor under any guaranty of the Obligations shall
result in a pro tanto reduction of the amount of any Indebtedness owed by such
Subsidiary to Company or to any of its Subsidiaries for whose benefit such
payment is made;

          Permitted Parent Guarantor Indebtedness not to exceed at any time the
aggregate outstanding principal amount of $350,000,000, or with respect to
Permitted Parent Guarantor Indebtedness issued at a discount, an initial
accreted value of $350,000,000;

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

          Indebtedness which may be deemed to exist pursuant to any guaranties,
performance, surety, statutory, appeal or similar obligations incurred in the
ordinary course of business;

          Indebtedness in respect of netting services, overdraft protections and
otherwise in connection with deposit accounts;

          guaranties in the ordinary course of business of the obligations of
suppliers, customers, franchisees and licensees of Parent Guarantor and its
Subsidiaries;

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

          Indebtedness described in Schedule 6.1, but not any extensions,
renewals or replacements of such Indebtedness except (i) renewals and extensions
expressly provided for in the agreements evidencing any such Indebtedness as the
same are in effect on the date of this Agreement and (ii) refinancings and
extensions of any such Indebtedness if the average life to maturity thereof is
greater than or equal to that of the Indebtedness being refinanced or extended;
provided, such Indebtedness permitted under the immediately preceding clause (i)
--------
or (ii) above shall not (A) include Indebtedness of an obligor that was not an
obligor with respect to the Indebtedness being extended, renewed or refinanced,
(B) exceed in a principal amount the Indebtedness being renewed, extended or
refinanced (except it may be increased by an amount to cover the fees and
expenses, including consent fees, placement fees and prepayment premiums,
relating to such refinancing) or (C) incurred, created or assumed if any Default
or Event of

                                       93
<PAGE>

Default has occurred and is continuing or would result therefrom; and

          Indebtedness of Company and its Subsidiaries with respect to Capital
Leases and purchase money Indebtedness of Company and its Subsidiaries
(including any Indebtedness acquired in connection with a Permitted
Acquisition), in an aggregate amount not to exceed at any time $30,000,000;
provided, any such purchase money Indebtedness shall be secured only by the
--------
asset acquired in connection with the incurrence of such Indebtedness (it being
understood that such assets may secure other purchase money Indebtedness to the
same lender), and shall constitute not less than 80% of the aggregate
consideration paid with respect to such asset;

          Indebtedness consisting of obligations of the Company or any Guarantor
in respect of any Hedge Agreement not entered into for speculative purposes; and

          other unsecured Indebtedness of the Company or any Guarantor not in
excess of $5,000,000 at any time outstanding.

     Liens.  No Credit Party shall, nor shall it permit any of its Subsidiaries
to, directly or indirectly, create, incur, assume or permit to exist any Lien on
or with respect to any property or asset of any kind (including any document or
instrument in respect of goods or accounts receivable) of Parent Guarantor or
any of its Subsidiaries, whether now owned or hereafter acquired, or any income
or profits therefrom, except:

          Liens in favor of Administrative Agent for the benefit of Lenders and
Lender Counterparties granted pursuant to any Credit Document;

          Liens for Taxes, or claims the payment of which is not, at the time,
required thereby or which are being diligently contested in good faith and by
appropriate proceedings, which does not entail any material danger of forfeiture
and for which such Credit Party shall have set aside reserves on its books as
required by GAAP;

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

          Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases,

                                       94
<PAGE>

government contracts, trade contracts, performance and return-of-money bonds and
other similar obligations (exclusive of obligations for the payment of borrowed
money or other Indebtedness), so long as no foreclosure, sale or similar
proceedings have been commenced with respect to any portion of the Collateral on
account thereof;

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

          any interest or title of a lessor or sublessor under any lease
permitted hereunder;

          Liens solely on any cash earnest money deposits made by Parent
Guarantor or any of its Subsidiaries in connection with any letter of intent or
purchase agreement entered into by it;

          Liens incurred in connection with the purchase or shipping of goods or
assets on the related assets and proceeds thereof in favor of the seller or
shipper of such goods or assets;

          Liens arising from filing precautionary UCC financing statements
relating solely to operating lease entered into the ordinary course of business;

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

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

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

          Liens described in Schedule 6.2 and Liens securing refinancings of
Indebtedness permitted under Section 6.1(i) provided the collateral does not
                                            --------
include any asset not subject to the Lien prior to such refinancing (other than
pursuant to after acquired property provisions); and

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

     No Further Negative Pledges. Except with respect to (a) specific property
encumbered to secure payment of particular Indebtedness or to be sold pursuant
to an executed agreement with respect to a permitted Asset Sale, (b)
restrictions by reason of

                                       95
<PAGE>

customary provisions restricting assignments, subletting or other transfers
contained in leases, licenses and similar agreements entered into in the
ordinary course of business (provided that such restrictions are limited to the
property or assets secured by such Liens or the property or assets subject to
such leases, licenses or similar agreements, as the case may be), (c)
restrictions imposed on holders of Liens permitted by Section 6.2 but only to
the extent such restrictions apply to the property subject to such Liens, (d)
restrictions imposed on the Closing Date under Indebtedness permitted under
Section 6.1(i), and (e) restrictions imposed under any Indebtedness so long as
such restrictions do not limit the creation of Liens to secure the Obligations,
no Credit Party nor any of its Subsidiaries shall enter into any agreement
prohibiting the creation or assumption of any Lien upon any of its properties or
assets, whether now owned or hereafter acquired.

     Restricted Junior Payments.  No Credit Party shall, nor shall it permit any
of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set
apart any sum for any Restricted Junior Payment except the following shall be
permitted:

          Parent Guarantor may make regularly scheduled payments of interest and
principal in respect of any Parent Guarantor Permitted Indebtedness in
accordance with the terms of, and only to the extent required by the indenture
or other agreement pursuant to which such Indebtedness was issued;

          Company may make Restricted Junior Payments to Parent Guarantor (i) so
long as no Default or Event of Default shall have occurred and be continuing or
shall be caused thereby, in an amount sufficient to Permit Parent Guarantor to
make the payments of the interest and principal reference to in the preceding
clause (a); (ii) in an aggregate amount not to exceed $1,000,000 in any fiscal
year, to the extent necessary to permit Parent Guarantor to pay general
administrative costs and expenses (including overhead, accounting and legal
fees), regulatory expenses and filing fees and expenses and out-of-pocket costs
of permitted offerings of Indebtedness and equity and (iii) to the extent
necessary to permit Parent Guarantor to discharge the consolidated tax
liabilities of Parent Guarantor and its Subsidiaries, in each case so long as
Parent Guarantor applies the amount of any such Restricted Junior Payment for
such purpose; and

          Parent Guarantor may redeem Parent Guarantor Permitted Indebtedness
with the proceeds of equity offerings by the Parent Guarantor to the extent
permitted under the term of the documents pursuant to which the Parent Guarantor
Permitted Indebtedness was issued; provided that no more than 35% of the
                                   --------
outstanding principal amount of any issuance of Parent Guarantor Permitted
Indebtedness may be so redeemed.

     Restrictions on Subsidiary Distributions.  Except as provided herein, no
Credit Party shall, nor shall it permit any of its Subsidiaries to, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction.

                                       96
<PAGE>

of any kind on the ability of any Subsidiary of Company to (a) pay dividends or
make any other distributions on any of such Subsidiary's Capital Stock owned by
Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness
owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make
loans or advances to Company or any other Subsidiary of Company, or (d) transfer
any of its property or assets to Company or any other Subsidiary of Company
other than restrictions (i) in agreements evidencing purchase money Indebtedness
permitted pursuant to Section 6.1(j) that impose restrictions on the property
acquired in connection with the increase thereof, (ii) by reason of customary
provisions restricting assignments, subletting or other transfers contained in
leases, licenses, joint venture agreements and similar agreements entered into
in the ordinary course of business, (iii) that are or were created by virtue of
any transfer of, agreement to transfer or option or right with respect to any
property, assets or Capital Stock not otherwise prohibited under this Agreement
or (iv) by reason of any applicable law, order, rule or regulation of any
applicable Governmental Authority.

     Investments.  No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including without limitation any Joint Venture, except:

          Cash Equivalents;

          equity Investments owned as of the Closing Date in any Subsidiary and
Investments made after the Closing Date in wholly-owned Subsidiaries of Company;

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

          inter company loans to the extent permitted under Section 6.1(b);

          Consolidated Capital Expenditures permitted by Section 6.7(a)(v);

          Investments made in connection with Permitted Acquisitions permitted
pursuant to Section 6.8;

          Investments described in Schedule 6.6;

          Permitted Investments in an aggregate amount not to exceed at any time
$25,000,000;

          Investments arising from Asset Sales otherwise permitted by this
Agreement; and

                                       97
<PAGE>

          Investments arising from distributions in bankruptcy or other
reorganization proceedings.

     Financial Covenants.

          Stage One.  Prior to March 31, 2002, Parent Guarantor shall perform,
          ---------
and shall cause each of its Subsidiaries to perform, all of the covenants set
forth in this Section 6.7(a):

               Consolidated Senior Debt to Consolidated Capitalization.  Parent
Guarantor shall not permit the ratio of Consolidated Senior Debt to Consolidated
Capitalization as of the last day of any fiscal quarter, beginning with the
fiscal quarter ending December 31, 1999, to exceed 0.35:1.00.

               Consolidated Total Debt to Consolidated Capitalization.  Parent
Guarantor shall not permit the ratio of Consolidated Total Debt to Consolidated
Capitalization as of the last day of any fiscal quarter, beginning with the
fiscal quarter ending December 31, 1999, to exceed 0.50:1.00.

               Minimum Production Ready Physical Central Offices.  Parent
Guarantor shall not permit the aggregate minimum number of Production Ready
Physical Central Offices as at the end of any fiscal quarter, beginning with the
fiscal quarter ending December 31, 1999, to be less than the correlative numbers
set forth below:

<TABLE>
<CAPTION>
               ===================================================
                                                 Minimum
                   Fiscal Quarter           Production Ready
                       Ending           Physical Central Offices
               ---------------------------------------------------
               <S>                      <C>
                  December 31, 1999                 700
               ---------------------------------------------------
                   March 31, 2000                   850
               ---------------------------------------------------
                    June 30, 2000                  1,000
               ---------------------------------------------------
                 September 30, 2000                1,200
               ---------------------------------------------------
               December 31, 2000 and
                each fiscal quarter                1,250
                thereafter ending
                prior to March 31,
                      2002
               ===================================================
</TABLE>

               Maximum Consolidated Adjusted EBITDA Losses. Parent Guarantor
shall

                                       98
<PAGE>

not permit Consolidated Adjusted EBITDA losses as at the end of any fiscal
quarter, beginning with the fiscal quarter ending December 31, 1999, to exceed
the correlative numbers set forth below:

<TABLE>
<CAPTION>
               =====================================================
                   Fiscal Quarter           Maximum Consolidated
                       Ending              Adjusted EBITDA Losses
               -----------------------------------------------------
               <S>                         <C>
                  December 31, 1999               ($60,000,000)
               -----------------------------------------------------
                   March 31, 2000                 ($60,000,000)
               -----------------------------------------------------
                    June 30, 2000                 ($60,000,000)
               -----------------------------------------------------
                 September 30, 2000               ($55,000,000)
               -----------------------------------------------------
                  December 31, 2000               ($50,000,000)
               -----------------------------------------------------
                   March 31, 2001                 ($30,000,000)
               -----------------------------------------------------
                    June 30, 2001                 ($17,500,000)
               -----------------------------------------------------
                 September 30, 2001               ($7,500,000)
               -----------------------------------------------------
                  December 31, 2001                    $(1)
               =====================================================
</TABLE>

               Maximum Consolidated Capital Expenditures. Parent Guarantor shall
not, and shall not permit its Subsidiaries to, make or incur Consolidated
Capital Expenditures, in any fiscal year indicated below, in an aggregate amount
for Parent Guarantor and its Subsidiaries in any fiscal year set forth below in
excess of the correlative amount indicated; provided, such amount for any fiscal
                                            --------
year shall be increased by an amount equal to the 50% of the excess, if any, of
such amount for the previous fiscal year (as adjusted in accordance with this
proviso) over the actual amount of Consolidated Capital Expenditures for such
previous fiscal year:

<TABLE>
<CAPTION>
               ===========================================
                Fiscal Year
                   Ending           Maximum Consolidated
                December 31,        Capital Expenditures
               -------------------------------------------
               <S>                  <C>
                      1999               $185,000,000
               -------------------------------------------
                      2000               $195,000,000
               -------------------------------------------
               ===========================================
</TABLE>

                                       99
<PAGE>

<TABLE>
<CAPTION>
               ===========================================
                Fiscal Year
                   Ending           Maximum Consolidated
                December 31,        Capital Expenditures
               -------------------------------------------
               <S>                  <C>
                       2001               $ 95,000,000
               ===========================================
</TABLE>

          Stage Two.  On and after March 31, 2002, Parent Guarantor shall
          ---------
perform, and shall cause each of its Subsidiaries to perform, all of the
covenants set forth in this Section 6.7(b):

               Senior Leverage Ratio. Parent Guarantor shall not permit the
Senior Leverage Ratio as of the last day of any fiscal quarter, beginning with
the fiscal quarter ending March 31, 2002, to exceed the correlative ratio
indicated:

<TABLE>
<CAPTION>
               ===================================================
                   Fiscal Quarter
                       Ending           Senior Leverage Ratio
               ---------------------------------------------------
               <S>                      <C>
                    March 31, 2002               7.25:1.00
               ---------------------------------------------------
                    June 30, 2002
                   and each fiscal               5.00:1.00
                  quarter thereafter
               ===================================================
</TABLE>

               Total Leverage Ratio. Parent Guarantor shall not permit the Total
Leverage Ratio as of the last day of any fiscal quarter, beginning with the
fiscal quarter ending March 31, 2002, to exceed the correlative ratio indicated:

<TABLE>
<CAPTION>
               ===================================================
                   Fiscal Quarter         Total Leverage Ratio
                       Ending
               ---------------------------------------------------
               <S>                        <C>
                     March 31, 2002               8.50:1.00
               ---------------------------------------------------
                      June 30, 2002               7.50:1.00
               ---------------------------------------------------
                   September 30, 2002             7.00:1.00
               ---------------------------------------------------
                 December 31, 2002 and
                  each fiscal quarter             6.00:1.00
                      thereafter
               ===================================================
</TABLE>

                                      100
<PAGE>

               Debt Service Coverage Ratio. Parent Guarantor shall not permit
the Debt Service Coverage Ratio as of the last day of any fiscal quarter,
beginning with the fiscal quarter ending June 30, 2002, to be less than the
correlative ratio indicated :

<TABLE>
<CAPTION>
               ===================================================
                   Fiscal Quarter             Debt Service
                       Ending                Coverage Ratio
               ---------------------------------------------------
               <S>                           <C>
                      June 30, 2002                 1.10:1.00
               ---------------------------------------------------
                   September 30, 2002               1.50:1.00
               ---------------------------------------------------
                    December 31, 2002               1.50:1.00
               ---------------------------------------------------
                     March 31, 2003
                     and each fiscal                2.00:1.00
                    quarter thereafter
               ===================================================
</TABLE>

               Fixed Charge (Interest) Coverage Ratio. Parent Guarantor shall
not permit the Fixed Charge (Interest) Coverage Ratio as of the last day of any
fiscal quarter, beginning with the fiscal quarter ending March 31, 2002, to be
less than the correlative ratio indicated:

<TABLE>
<CAPTION>
               ===================================================
                   Fiscal Quarter        Fixed Charge (Interest)
                       Ending                Coverage Ratio
               ---------------------------------------------------
               <S>                       <C>
                    March 31, 2002                1.25:1.00
               ---------------------------------------------------
                    June 30, 2002                 1.50:1.00
               ---------------------------------------------------
                  September 30, 2002              1.75:1.00
               ---------------------------------------------------
                   December 31, 2002              1.10:1.00
               ---------------------------------------------------
                    March 31, 2003                1.10:1.00
               ---------------------------------------------------
                    June 30, 2003
                   and each fiscal                1.20:1.00
                   quarter thereafter
               ===================================================
</TABLE>

          Certain Calculations.  With respect to any period during which a
          --------------------
Permitted Acquisition or an Asset Sale has occurred (each, a "Subject
Transaction"), for purposes of determining compliance with the financial
covenants set forth in this Section 6.7 (but not for purposes of determining the
Applicable Margin), Consolidated Adjusted EBITDA and the

                                      101
<PAGE>

components of Consolidated Fixed Charges shall be calculated with respect to
such period on a pro forma basis (without giving effect to adjustments to
increase Consolidated Adjusted EBITDA to account for expected improvements in
the operations of the Permitted Acquisition unless approved in writing by the
Requisite Lenders and which pro forma adjustments shall be accompanied by a
Financial Officer Certification) using the historical audited financial
statements of any business so acquired or to be acquired or sold or to be sold
and the consolidated financial statements of Parent Guarantor and its
Subsidiaries which shall be reformulated as if such Subject Transaction, and any
Indebtedness incurred or repaid in connection therewith, had been consummated or
incurred or repaid at the beginning of such period (and assuming that such
Indebtedness bears interest during any portion of the applicable measurement
period prior to the relevant acquisition at the weighted average of the interest
rates applicable to outstanding Loans incurred during such period).

     Fundamental Changes; Disposition of Assets; Acquisitions. No Credit Party
shall, nor shall it permit, any of its Subsidiaries to, enter into any
transaction of merger or consolidation, or liquidate, wind-up or dissolve itself
(or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease
(as lessor or sublessor), transfer or otherwise dispose of, in one transaction
or a series of transactions, all or any part of its business, assets or property
of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, whether now owned or hereafter acquired, or acquire by purchase or
otherwise (other than purchases or other acquisitions of inventory, materials
and equipment in the ordinary course of business) the business, property or
fixed assets of, or stock or other evidence of beneficial ownership of, any
Person or any division or line of business or other business unit of any Person,
except:

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

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

          Asset Sales, the proceeds of which (valued at the principal amount
thereof in the case of non-Cash proceeds consisting of notes or other debt
Securities and valued at fair market value in the case of other non-Cash
proceeds) (i) do not exceed $250,000 with respect to any single Asset Sale or
series of related Asset Sales in any fiscal year, and (ii) when aggregated with
the proceeds of all other Asset Sales made since the Closing Date, do not exceed
$1,000,000;

          disposals of obsolete, worn out or surplus property;

                                      102
<PAGE>

          Permitted Acquisitions, the consideration for which constitutes (i)
not in excess of $35,000,000 in Cash and (ii) not in excess of $200,000,000 in
Capital Stock of Parent Guarantor or its Subsidiaries, in each case in the
aggregate from the Closing Date to the date of determination; and

          Investments made in accordance with Section 6.6.

     Disposal of Subsidiary Interests.  Except for any sale of 100% of the
Capital Stock of any of its Subsidiaries in compliance with the provisions of
Section 6.10, no Credit Party shall (a) directly or indirectly sell, assign,
pledge or otherwise encumber or dispose of any Capital Stock of any of its
Subsidiaries, except to qualify directors if required by applicable law; or (b)
permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or
otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries,
except to another Credit Party (subject to the restrictions on such disposition
otherwise imposed herein under), or to qualify directors if required by
applicable law, provided, that transactions otherwise prohibited by clauses (a)
                --------
and (b) shall be permitted if the remaining Investment in such Subsidiary is
treated as an Investment under Section 6.6(h).

     Sales and Lease-Back. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, become or remain liable as lessee or as
a guarantor or other surety with respect to any lease of any property (whether
real, personal or mixed), whether now owned or hereafter acquired, which such
Credit Party (a) has sold or transferred or is to sell or to transfer to any
other Person (other than Parent Guarantor or any of its Subsidiaries), or (b)
intends to use for substantially the same purpose as any other property which
has been or is to be sold or transferred by such Credit Party to any Person
(other than Parent Guarantor or any of its Subsidiaries) in connection with such
lease; provided, that the foregoing shall be permitted to the extent otherwise
       --------
permitted under Sections 6.1, 6.2 and 6.8 but in any case, only with respect to
transactions involving equipment.

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

                                      103
<PAGE>

     Conduct of Business.  From and after the Closing Date, no Credit Party
shall, nor shall it permit any of its Subsidiaries to, engage in any business
other than the Businesses and businesses incidental and complementary thereto
and such other lines of business as may be consented to by Requisite Lenders.

     Permitted Parent Guarantor Activities. Notwithstanding anything to the
contrary contained herein, Parent Guarantor shall not (a) incur, directly or
indirectly, any Indebtedness or any other obligation or liability whatsoever
other than Indebtedness otherwise permitted pursuant to Section 6.1; (b) create
or suffer to exist any Lien upon any property or assets now owned or hereafter
acquired by it other than the Liens created under the Collateral Documents to
which it is a party or as otherwise permitted pursuant to Section 6.2; (c)
engage in any business or activity or own any assets other than (i) holding 100%
of the Capital Stock of Company (ii) performing its obligations and activities
incidental thereto under the Credit Documents; and (iii) making Restricted
Junior Payments and Investments to the extent permitted by this Agreement; (d)
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person; (e) sell or otherwise dispose of
any Capital Stock of any of its direct Subsidiaries; (f) create or acquire any
Subsidiary or make or own any Investment in any Person other than Company; or
(g) fail to hold itself out to the public as a legal entity separate and
distinct from all other Persons.

     Fiscal Year.  No Credit Party shall, nor shall it permit any of its
Subsidiaries to fiscal year-end from December 31.


GUARANTY

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

     Contribution by Guarantors. All Guarantors desire to allocate among
themselves (collectively, the "Contributing Guarantors"), in a fair and
equitable manner, their obligations arising under this Guaranty. Accordingly, in
the event any payment or distribution is made on any date by a Guarantor (a
"Funding Guarantor") under this Guaranty that exceeds its Fair Share as of such
date, such Funding Guarantor shall be entitled to a contribution from each of
the other Contributing Guarantors in the amount of such other Contributing
Guarantor's Fair Share Shortfall as of such date, with the result that all such
contributions will cause each

                                      104
<PAGE>

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

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

                                      105
<PAGE>

claim is allowed against Company for such interest in the related bankruptcy
case) and all other Guaranteed Obligations then owed to Beneficiaries as
aforesaid.

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

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

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

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

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

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

                                      106
<PAGE>

alter, subordinate or modify, with or without consideration, any security for
payment of the Guaranteed Obligations, any other guaranties of the Guaranteed
Obligations, or any other obligation of any Person (including any other
Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any
security now or hereafter held by or for the benefit of such Beneficiary in
respect hereof or the Guaranteed Obligations and direct the order or manner of
sale thereof, or exercise any other right or remedy that such Beneficiary may
have against any such security, in each case as such Beneficiary in its
discretion may determine consistent herewith or the applicable Hedge Agreement
and any applicable security agreement, including foreclosure on any such
security pursuant to one or more judicial or nonjudicial sales, whether or not
every aspect of any such sale is commercially reasonable, and even though such
action operates to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of any Guarantor against Company or any
security for the Guaranteed Obligations; and (vi) exercise any other rights
available to it under the Credit Documents or the Hedge Agreements; and

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

                                      107
<PAGE>

defenses, set-offs or counterclaims which Company may allege or assert against
any Beneficiary in respect of the Guaranteed Obligations, including failure of
consideration, breach of warranty, payment, statute of frauds, statute of
limitations, accord and satisfaction and usury; and (viii) any other act or
thing or omission, or delay to do any other act or thing, which may or might in
any manner or to any extent vary the risk of any Guarantor as an obligor in
respect of the Guaranteed Obligations.

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

     Guarantors' Rights of Subrogation, Contribution, etc. Until the Guaranteed
Obligations shall have been indefeasibly paid in full and the Commitments shall
have terminated and all Letters of Credit shall have expired or been cancelled,
each Guarantor hereby waives any claim, right or remedy, direct or indirect,
that such

                                      108
<PAGE>

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

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

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

                                      109
<PAGE>

future transactions giving rise to any Guaranteed Obligations.

     Authority of Guarantors or Company. It is not necessary for any Beneficiary
to inquire into the capacity or powers of any Guarantor or Company or the
officers, directors or any agents acting or purporting to act on behalf of any
of them.

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

     Bankruptcy, etc. (a) The obligations of Guarantors hereunder shall not be
reduced, limited, impaired, discharged, deferred, suspended or terminated by any
case or proceeding, voluntary or involuntary, involving the bankruptcy,
insolvency, receivership, reorganization, liquidation or arrangement of Company
or any other Guarantor or by any defense which Company or any other Guarantor
may have by reason of the order, decree or decision of any court or
administrative body resulting from any such proceeding.

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

                                      110
<PAGE>

or proceeding is commenced.

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

     Notice of Events. As soon as any Guarantor obtains knowledge thereof, such
Guarantor shall give Administrative Agent written notice of any condition or
event which has resulted in (i) a material adverse change in the financial
condition of any Guarantor or Company which is reasonably likely to have a
Material Adverse Effect or (ii) a breach of or noncompliance with any term,
condition or covenant contained herein, any other Credit Document, any Hedge
Agreement or any other document delivered pursuant hereto or thereto.

     Discharge of Guaranty Upon Sale of Guarantor. If all of the Capital Stock
of any Guarantor or any of its successors in interest hereunder shall be sold or
otherwise disposed of (including by merger or consolidation) in accordance with
the terms and conditions hereof, the Guaranty of such Guarantor or such
successor in interest, as the case may be, hereunder shall automatically be
discharged and released without any further action by any Beneficiary or any
other Person effective as of the time of such Asset Sale; provided, as a
                                                          --------
condition precedent to such discharge and release, Administrative Agent shall
have received evidence satisfactory to it that arrangements satisfactory to it
have been made for delivery to Administrative Agent of the applicable Net Asset
Sale Proceeds of such disposition pursuant to Section 2.14(a).


EVENTS OF DEFAULT

     Events of Default.  If any one or more of the following conditions or
events shall occur:

          failure by Company to pay (i) when due any installment of principal of
any Loan, whether at stated maturity, by acceleration, by notice of voluntary
prepayment, by mandatory prepayment or otherwise; (ii) when due any amount
payable to Issuing Bank in reimbursement of any drawing under a Letter of
Credit; or (iii) any interest on any Loan or any fee or any other amount due
hereunder within five (5) days after the date due; or

          any Credit Party shall fail to observe or perform any other covenant,
condition or agreement to be observed or performed by such Credit Party in any
of the Credit Documents, and such Credit Party fails to cure such breach within
ten (10) Days after written notice thereof,

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<PAGE>

unless the breach relates to a covenant contained in Section 5.4 or Section 6,
in which case no notice or grace period shall apply, or unless the breach
relates to Section 5.6, in which case an Event of Default shall occur on the
thirtieth (30th) day following the breach without any notice requirement, unless
the breach shall have been cured before such date; or

          any representation or warranty made by any Credit Party in connection
with this Agreement or any other Credit Document, or any Credit Extension or any
statement or representation made in any report, certificate, financial statement
or other instrument furnished by or on behalf of such Credit Party pursuant to
this Agreement or any other Credit Document, shall prove to have been false or
misleading in any material respect when made or delivered or when deemed made in
accordance with the terms hereof or thereof; or

          any Credit Party shall fail to make any payment due (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise) on
any other obligation for borrowed money in excess of $250,000 with respect to
any Credit Party (other than Parent Guarantor) or in excess of $1,000,000 with
respect to Parent Guarantor, and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument
relating to such indebtedness; or any other default or event under any agreement
or instrument relating to any indebtedness for borrowed money in excess of
$250,000 with respect to any Credit Party (other than Parent Guarantor) or in
excess of $1,000,000 with respect to Parent Guarantor, or any other event, shall
occur and shall continue after the applicable grace period, if any, specified in
such agreement or instrument if the effect of such default or event is to
accelerate, or to permit the acceleration of, the maturity of such indebtedness
in excess of $250,000 with respect to any Credit Party (other than Parent
Guarantor) or in excess of $1,000,000 with respect to Parent Guarantor; or any
such indebtedness in excess of $250,000 with respect to any Credit Party (other
than Parent Guarantor) or in excess of $1,000,000 with respect to Parent
Guarantor shall be declared to be due and payable or required to be prepaid
(other than by a regularly scheduled required prepayment) prior to the stated
maturity thereof; or

          any Credit Party shall (i) apply for or consent to the appointment of
a receiver, trustee, custodian, sequestrator or similar official for such Credit
Party or for a substantial part of its property, (ii) make a general assignment
for the benefit of creditors, (iii) become unable, or admit in writing its
inability, to pay its debts as they become due, (iv) voluntarily or
involuntarily dissolve, liquidate or wind up its affairs, or (v) take action for
the purpose of effecting any of the foregoing; or

          a proceeding under any bankruptcy, reorganization, arrangement of
debts, insolvency or receivership law is filed by or against any Credit Party,
or any Credit Party takes any action to authorize any of the foregoing matters,
and in the case of any such proceeding instituted against any Credit Party (but
not instituted by any Credit Party), either such proceeding shall remain
undismissed or unstayed for a period of sixty (60) days or any of the actions
sought in such proceeding (including, without limitation, the entry of an order
for relief against, or the

                                      112
<PAGE>

appointment of a receiver, trustee or other similar official for any Credit
Party or any substantial part of its property) shall be granted or shall occur;
or

          a Termination Event (other than a Reportable Event) occurs which the
Requisite Lenders in good faith believe would subject Company to a liability
which is reasonably likely to have a Material Adverse Effect; or

          the plan administrator of any Plan applies under Section 412(d) of the
IRC for a waiver of the minimum funding standards of Section 412(a) of the IRC
and the Requisite Lenders in good faith believe that the approval of such waiver
could subject Company or any ERISA Affiliate to liability which is reasonably
likely to have a Material Adverse Effect; or

          unless it is not reasonably likely to have a Material Adverse Effect,
any of the Governmental Approvals or any other license, Governmental Approval or
other governmental consent or approval necessary for the continuing operation of
any Credit Party or any System or any other material Governmental Approval or
approval of or material filing with the FCC, any PUC or any other Governmental
Authority with respect to the conduct by any Credit Party of its business and
operations, including its Business, shall not be obtained or shall cease to be
in full force and effect, which in respect of any of the Governmental Approvals
shall, in the case of an order of the FCC, any PUC or other Governmental
Authority having jurisdiction with respect thereto, revoking, or deciding not to
renew, any such Governmental Approval, occur upon the issuance of such order,
and, in the case of any other order revoking or terminating any of the
Governmental Approvals or deciding not to renew such Governmental Approvals
prior to the termination thereof, occur when such order becomes final; or

          unless it is not reasonably likely to have a Material Adverse Effect,
the FCC, any PUC or any other Governmental Authority, by final order, determines
that the existence or performance of this Agreement or any other Credit Document
will result in a revocation, suspension or material adverse modification of any
of the Governmental Approvals for any System; or

          for any reason any Credit Document shall not be in full force and
effect or shall not be enforceable in accordance with its terms, or the Guaranty
set forth at Section 7 for any reason, other than the satisfaction in full of
all Obligations, shall cease to be in full force and effect (other than in
accordance with its terms) or shall be declared to be null and void or voidable
or any Guarantor shall repudiate its obligations thereunder with respect to such
Guaranty, or any security interest or lien granted pursuant thereto with respect
to Collateral having an aggregate value of $500,000 or greater shall fail to be
perfected or to have its intended priority, or any Credit Party or any Affiliate
thereof shall contest the validity of any Lien granted under, or shall disaffirm
its obligations under any Credit Document; or

          unless it is not reasonably likely to have a Material Adverse Effect,
for any

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<PAGE>

reason, any Credit Party ceases to operate any System or ceases to own any of
its Governmental Approvals necessary for the continuing operation of any System;
or

          a judgment or judgments for the payment of money in excess of $500,000
individually or $1,000,000 in the aggregate at any one time shall have been
rendered against any Credit Party and the same shall have remained unsatisfied
and in effect for any period of ninety (90) days during which no stay of
execution shall have been obtained; or

          unless it is not reasonably likely to have a Material Adverse Effect,
any Credit Party is enjoined, restrained or in any way prevented by the order of
any court or administrative or regulatory agency from conducting its business in
any material respect with respect to any one or more of its Systems; or

          any Credit Party becomes subject to any liabilities, costs, expenses,
damages, fines or penalties which could reasonably be expected to have a
Material Adverse Effect arising out of or related to (i) any Remedial Action in
response to a Release or threatened Release at any location of any Contaminant
into the indoor or outdoor environment or (ii) any material violation of any
Environmental Law; or

          a Change of Control shall occur;

THEN, (1) upon the occurrence of any Event of Default described in Section
8.1(e) or 8.1(f), automatically, and (2) upon the occurrence of any other Event
of Default, at the request of (or with the consent of) Requisite Lenders, upon
notice to Company by Administrative Agent, (w) the Commitments, if any, of each
Lender having such Commitments and the obligation of Issuing Bank to issue any
Letter of Credit shall immediately terminate; (x) each of the following shall
immediately become due and payable, in each case without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly
waived by each Credit Party: (i) the unpaid principal amount of and accrued
interest on the Loans, (ii) an amount equal to the maximum amount that may at
any time be drawn under all Letters of Credit then outstanding (regardless of
whether any beneficiary under any such Letter of Credit shall have presented, or
shall be entitled at such time to present, the drafts or other documents or
certificates required to draw under such Letters of Credit), and (iii) all other
Obligations; provided, the foregoing shall not affect in any way the obligations
             --------
of Lenders under Section 2.3(c) or Section 2.4(e); (y) Administrative Agent may
enforce any and all Liens and security interests created pursuant to Collateral
Documents; and (z) Administrative Agent shall direct Company to pay (and Company
hereby agrees upon receipt of such notice, or upon the occurrence of any Event
of Default specified in Section 8.1(f) and (g) to pay) to Administrative Agent
such additional amounts of Cash, to be held as security for Company's
reimbursement Obligations in respect of Letters of Credit then outstanding,
equal to the Letter of Credit Usage at such time. Company hereby waives the
benefit of all valuation, appraisal and exemption laws and the posting of any
bond required of Administrative Agent or any Lender in connection with any
judicial process to realize

                                      114
<PAGE>

on the Collateral, to enforce any judgment or other court order entered in favor
of Administrative Agent or any Lender or to enforce by specific performance,
temporary restraining order, or preliminary or permanent injunction, this
Agreement or any other Credit Documents. Company waives the right, if any, to
the benefit of, or to direct the application of, any Collateral. Company hereby
acknowledges that none of Administrative Agent or any Lender has any obligation
to resort to any Collateral or make claim against any other Person before
seeking payment or performance from Company.


AGENTS

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

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

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<PAGE>

     General Immunity.

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

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

     Agents Entitled to Act as LenderAgents Entitled to Act as Lender.  The
agency hereby created shall in no way impair or affect any of the rights and
powers of, or impose any duties or

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<PAGE>

obligations upon, any Agent in its individual capacity as a Lender hereunder.
With respect to its participation in the Loans and the Letters of Credit, each
Agent shall have the same rights and powers hereunder as any other Lender and
may exercise the same as if it were not performing the duties and functions
delegated to it hereunder, and the term "Lender" shall, unless the context
clearly otherwise indicates, include each Agent in its individual capacity. Any
Agent and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of banking, trust, financial advisory or other business with
Parent Guarantor or any of its Affiliates as if it were not performing the
duties specified herein, and may accept fees and other consideration from
Company for services in connection herewith and otherwise without having to
account for the same to Lenders.

     Lenders' Representations, Warranties and Acknowledgment.

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

          Acknowledgment.  Each Lender, by delivering its signature page to this
          --------------
Agreement and funding its Revolving Loan, Delayed Draw Term Loan Amount and/or
Term Loan Amount on the Closing Date, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Credit Document and each other
document required to be approved by any Agent, Requisite Lenders or Lenders, as
applicable on the Closing Date.

     Right to Indemnity.  Each Lender, in proportion to its Pro Rata Share,
severally agrees to indemnify each Agent, to the extent that such Agent shall
not have been reimbursed by any Credit Party, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including counsel fees and disbursements) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in exercising its powers, rights and remedies or performing
its duties hereunder or under the other Credit Documents or otherwise in its
capacity as such Agent in any way relating to or arising out hereof or the other
Credit Documents; provided, no Lender shall be liable for any portion of such
                  --------
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct.  If any indemnity furnished to any Agent

                                      117
<PAGE>

for any purpose shall, in the opinion of such Agent, be insufficient or become
impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished; provided, in no event shall this sentence require any Lender to
           --------
indemnify any Agent against any liability, obligation, loss, damage, penalty,
action, judgment, suit, cost, expense or disbursement in excess of such Lender's
Pro Rata Share thereof; and provided further, this sentence shall not be deemed
                            -------- -------
to require any Lender to indemnify any Agent against any liability, obligation,
loss, damage, penalty, action, judgment, suit, cost, expense or disbursement
described in the proviso in the immediately preceding sentence.

     Successor Administrative Agent and Swing Line Lender.  Administrative Agent
may resign at any time by giving thirty (30) days' prior written notice thereof
to Lenders and Company, and Administrative Agent may be removed at any time with
or without cause by an instrument or concurrent instruments in writing delivered
to Company and Administrative Agent and signed by Requisite Lenders. Upon any
such notice of resignation or any such removal, Requisite Lenders shall have the
right, upon five Business Days' notice to Company, to appoint a successor
Administrative Agent which successor shall, unless a Default or Event of Default
shall have occurred and be continuing, be reasonably acceptable to Company. Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, that successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring or removed Administrative Agent and the retiring or
removed Administrative Agent shall promptly (a) transfer to such successor
Administrative Agent all sums, Securities and other items of Collateral held
under the Collateral Documents, together with all records and other documents
necessary or appropriate in connection with the performance of the duties of the
successor Administrative Agent under the Credit Documents, and (b) execute and
deliver to such successor Administrative Agent such amendments to financing
statements, and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Administrative Agent of the
security interests created under the Collateral Documents, whereupon such
retiring or removed Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring or removed Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Section 9 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Agent hereunder. Any resignation or removal of
Administrative Agent pursuant to this Section shall also constitute the
resignation or removal of CIBC or its successor as Swing Line Lender, and any
successor Administrative Agent appointed pursuant to this Section shall, upon
its acceptance of such appointment, become the successor Swing Line Lender for
all purposes hereunder. In such event (i) Company shall prepay any outstanding
Swing Line Loans made by the retiring or removed Administrative Agent in its
capacity as Swing Line Lender, (ii) upon such prepayment, the retiring or
removed Administrative Agent and Swing Line Lender shall surrender any Swing
Line Note held by it to Company for cancellation, and (iii) Company shall issue,
if so requested by Successor Administrative Agent and Swing Line Loan Lender, a
new Swing Line Note to the

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<PAGE>

successor Administrative Agent and Swing Line Lender, in the principal amount of
the Swing Line Loan Sublimit then in effect and with other appropriate
insertions.

     Collateral Documents and Guaranty.

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

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

MISCELLANEOUS

     Notices.  Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given to a Credit Party,
Lead Arranger, Syndication Agent, Administrative Agent, Swing Line Lender,
Issuing Bank or Documentation Agent, shall be sent to such Person's address as
set forth on Appendix B or in the other relevant Credit Document, and in the
case of any Lender, the address as indicated on Appendix B or as otherwise
indicated to Administrative Agent in writing.  Each notice hereunder shall be in
writing and may be personally served, telexed or sent by telefacsimile or United
States mail or courier service and shall be deemed to have been given when
delivered in person or by courier

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<PAGE>

service and signed for against receipt thereof, upon receipt of telefacsimile or
telex, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; provided, no notice to any Agent shall
                                        --------
be effective until received by such Agent.

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

     Indemnity.  In addition to the payment of expenses pursuant to Section
10.2, whether or not the transactions contemplated hereby shall be consummated,
each Credit Party agrees to defend (subject to Indemnitees' selection of
counsel), indemnify, pay and hold harmless, each Agent and Lender and the
officers, partners, directors, trustees, employees, agents and Affiliates

                                      120
<PAGE>

of each Agent and each Lender (each, an "Indemnitee"), from and against any and
all Indemnified Liabilities; provided, no Credit Party shall have any obligation
                             --------
to any Indemnitee hereunder with respect to any Indemnified Liabilities to the
extent such Indemnified Liabilities arise from the gross negligence or willful
misconduct of that Indemnitee.  To the extent that the undertakings to defend,
indemnify, pay and hold harmless set forth in this Section 10.3 may be
unenforceable in whole or in part because they are violative of any law or
public policy, the applicable Credit Party shall contribute the maximum portion
that it is permitted to pay and satisfy under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of
them.

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

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

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

               extend the scheduled final maturity of any Loan or Note;

               waive, reduce or postpone any scheduled repayment (but not
prepayment);

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<PAGE>

               extend the stated expiration date of any Letter of Credit beyond
the Revolving Credit Commitment Termination Date;

          reduce the rate of interest on any Loan (other than any waiver of any
increase in the interest rate applicable to any Loan pursuant to Section 2.10)
or any fee payable hereunder;

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

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

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

               amend the definition of "Aggregate Commitment Usage",  "Requisite
Lenders" or "Pro Rata Share"; provided, with the consent of Requisite Lenders,
                              --------
additional extensions of credit pursuant hereto may be included in the
determination of "Aggregate Commitment Usage", "Requisite Lenders" or "Pro Rata
Share" on substantially the same basis as the Credit Facility Term Loan
Commitments, the Credit Facility Term Loans, the Revolving Credit Commitments
and the Revolving Loans are included on the Closing Date;

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

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

          Other Consents.  No amendment, modification, termination or waiver of
          --------------
any provision of the Credit Documents, or consent to any departure by any Credit
Party therefrom, shall:

               increase any Delayed Draw Term Loan Commitment of any Lender over
the amount thereof then in effect without the consent of such Lender; provided,
                                                                      --------
no amendment, modification or waiver of any condition precedent, covenant,
Default or Event of Default shall constitute an increase in any Delayed Draw
Term Loan Commitment of any Lender;

               increase any Revolving Credit Commitment of any Lender over the
amount thereof then in effect without the consent of such Lender; provided, no
                                                                  --------
amendment, modification or waiver of any condition precedent, covenant, Default
or Event of Default shall

                                      122
<PAGE>

constitute an increase in any Revolving Credit Commitment of any Lender;

               amend, modify, terminate or waive any provision hereof relating
to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing
Line Lender;

               amend the definition of "Requisite Class Lenders" without the
consent of the applicable Requisite Class Lenders of such Class; provided, with
                                                                 --------
the consent of the Requisite Lenders, additional extensions of credit pursuant
hereto may be included in the determination of such "Requisite Class Lenders" on
substantially the same basis as the Credit Facility Term Loan Commitments, the
Credit Facility Term Loans, the Revolving Credit Commitments and the Revolving
Loans are included on the Closing Date;

               alter the required application of any repayments or prepayments
as between Classes pursuant to Section 2.15 without the consent of Requisite
Class Lenders of each Class which is being allocated a lesser repayment or
prepayment as a result thereof; provided, Requisite Lenders may waive, in whole
                                --------
or in part, any prepayment so long as the application, as between Classes, of
any portion of such prepayment which is still required to be made is not
altered;

               amend, modify, terminate or waive any obligation of Lenders
relating to the purchase of participations in Letters of Credit as provided in
Section 2.4(e) without the written consent of Administrative Agent and of
Issuing Bank; or

               amend, modify, terminate or waive any provision of Section 9 as
the same applies to any Agent or of Section 2.24 as it relates to the
Incremental Facility Syndication Agent, or any other provision hereof as the
same applies to the rights or obligations of any Agent, in each case without the
consent of such Agent.

          Execution of Amendments, etc.  Administrative Agent may, but shall
          ----------------------------
have no obligation to, with the concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of such Lender.  Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given.  No notice to or demand on any Credit Party in
any case shall entitle any Credit Party to any other or further notice or demand
in similar or other circumstances.  Any amendment, modification, termination,
waiver or consent effected in accordance with this Section 10.5 shall be binding
upon each Lender at the time outstanding, each future Lender and, if signed by a
Credit Party, on such Credit Party.

     Successors and Assigns; Participations.

          Generally.  This Agreement shall be binding upon the parties hereto
          ---------
and their respective successors and assigns and shall inure to the benefit of
the parties hereto and the successors and assigns of Lenders.  No Credit Party's
rights or obligations hereunder nor any

                                      123
<PAGE>

interest therein may be assigned or delegated by any Credit Party without the
prior written consent of all Lenders.

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

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

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

               to any Person meeting the criteria of clause (ii) of the
definition of the term of "Eligible Assignee" and, in the case of assignments of
Revolving Loans, Revolving Credit Commitments, Delayed Draw Term Loan
Commitments and/or Delayed Draw Term Loans to any such Person (except in the
case of assignments made by or to GSCP) consented to by each of Company and
Administrative Agent (such consent not to be unreasonably withheld or delayed
or, in the case of Company, required at any time an Event of Default shall have
occurred and then be continuing); provided, further each such assignment
                                  --------
pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less
than (A) $2,000,000 (or such lesser amount as may be agreed to by Company and
Administrative Agent or as shall constitute the aggregate amount of the
Revolving Credit Commitments and Revolving Loans or the Delayed Draw Term Loan
Commitments and Delayed Draw Term Loans, as the case may be, of the assigning
Lender) with respect to the assignment of the Revolving Credit Commitments and
Revolving Loans or the Delayed Draw Term Loan Commitments and Delayed Draw Term
Loans, as the case may be, and (B) $1,000,000 (or such lesser amount as may be
agreed to by Company and Administrative Agent or as shall constitute the
aggregate amount of the Term Loan of the assigning Lender) with respect to the
assignment of the Term Loans.

                                      124
<PAGE>

          Mechanics of Assignments.  The assigning Lender and the assignee
          ------------------------
thereof shall execute and deliver to Administrative Agent an Assignment
Agreement, together with (i) a processing and recordation fee of $500 in the
case of assignments pursuant to Section 10.6(c)(i) or made by or to GSCP, and
$2,000 in the case of all other assignments (except that only one fee shall be
payable in the case of contemporaneous assignments to Related Funds), and (ii)
such forms, certificates or other evidence, if any, with respect to United
States federal income tax withholding matters as the assignee under such
Assignment Agreement may be required to deliver to Administrative Agent pursuant
to Section 2.20(c).

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

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

          Effect of Assignments.  Subject to the terms and conditions of this
          ---------------------
Section 10.6, as of the "Effective Date" specified in the applicable Assignment
Agreement:  (i) the assignee thereunder shall have the rights and obligations of
a "Lender" hereunder to the extent such rights and obligations hereunder have
been assigned to it pursuant to such Assignment Agreement and shall thereafter
be a party hereto and a "Lender" for all purposes hereof; (ii) the assigning
Lender thereunder shall, to the extent that rights and obligations hereunder
have been assigned thereby pursuant to such Assignment Agreement, relinquish its
rights (other than any rights which survive the termination hereof under Section
10.8) and be released from its obligations hereunder (and, in the case of an
Assignment Agreement covering all or the remaining portion of an assigning
Lender's rights and obligations hereunder, such Lender shall cease to be a party
hereto; provided, anything contained in any of the Credit Documents to the
        --------
contrary notwithstanding, (y) Issuing Bank shall continue to have all rights and
obligations thereof with respect to such Letters of Credit until the
cancellation or expiration of such Letters of Credit and the reimbursement of
any amounts drawn thereunder) and (z) such assigning Lender shall continue to be
entitled to the

                                      125
<PAGE>

benefit of all indemnities hereunder as specified herein with respect to matters
arising out of the prior involvement of such assigning Lender as a Lender
hereunder; (iii) the Commitments shall be modified to reflect the Commitment of
such assignee and any remaining Commitment of such assigning Lender, if any; and
(iv) if any such assignment occurs after the issuance of any Note hereunder, the
assigning Lender shall, upon the effectiveness of such assignment or as promptly
thereafter as practicable, surrender its applicable Notes to Administrative
Agent for cancellation, and thereupon Company shall issue and deliver new Notes,
if so requested by the assignee and/or assigning Lender, to such assignee and/or
to such assigning Lender, with appropriate insertions, to reflect the new
Commitments and/or outstanding Loans of the assignee and/or the assigning
Lender.

          Participations.  Each Lender shall have the right at any time to sell
          --------------
one or more participations to any Person (other than Parent Guarantor, any of
its Subsidiaries or any of their Affiliates) in all or any part of its
Commitments, Loans or in any other Obligation.  The holder of any such
participation, other than an Affiliate of the Lender granting such
participation, shall not be entitled to require such Lender to take or omit to
take any action hereunder except with respect to any amendment, modification or
waiver that would (i) extend the final scheduled maturity of any Loan, Note or
Letter of Credit (unless such Letter of Credit is not extended beyond the
Revolving Credit Commitment Termination Date) in which such participant is
participating, or reduce the rate or extend the time of payment of Interest or
Fees thereon (except in connection with a waiver of applicability of any post-
default increase in interest rates) or reduce the principal amount thereof, or
increase the amount of the participant's participation over the amount thereof
then in effect (it being understood that a waiver of any Default or Event of
Default or of a mandatory reduction in any Commitment shall not constitute a
change in the terms of such participation, and that an increase in any
Commitment or Loan shall be permitted without the consent of any participant if
the participant's participation is not increased as a result thereof), (ii)
consent to the assignment or transfer by any Credit Party of any of its rights
and obligations under this Agreement or (iii) release all or substantially all
of the Collateral under the Collateral Documents (except as expressly provided
in the Credit Documents) supporting the Loans hereunder in which such
participant is participating.  All amounts payable by any Credit Party
hereunder, including amounts payable to such Lender pursuant to Section 2.18(c),
2.19 or 2.20, shall be determined as if such Lender had not sold such
participation.  Each Credit Party and each Lender hereby acknowledge and agree
that, solely for purposes of Sections 2.17 and 10.4, (1) any participation will
give rise to a direct obligation of each Credit Party to the participant and (2)
the participant shall be considered to be a "Lender."

          Certain Other Assignments.  In addition to any other assignment
          -------------------------
permitted pursuant to this Section 10.6, (i) any Lender may assign and pledge
all or any portion of its Loans, the other Obligations owed to such Lender, and
its Notes, if any, to any Federal Reserve Bank as collateral security pursuant
to Regulation A of the Board of Governors of the Federal Reserve System and any
operating circular issued by such Federal Reserve Bank, and (ii) with the
consent of Administrative Agent any Lender which is an investment fund may
pledge all or

                                      126
<PAGE>

any portion of its Notes, if any, or Loans to its trustee in support of its
obligations to such trustee; provided, no Lender, as between Company and such
                             --------
Lender, shall be relieved of any of its obligations hereunder as a result of any
such assignment and pledge, and provided further, in no event shall the
                                -------- -------
applicable Federal Reserve Bank or trustee be considered to be a "Lender" or be
entitled to require the assigning Lender to take or omit to take any action
hereunder.

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

     Survival of Representations, Warranties and Agreements.  All
representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Credit Extension.
Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2,
10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17 and 9.6
shall survive the payment of the Loans, the cancellation or expiration of the
Letters of Credit and the reimbursement of any amounts drawn thereunder, and the
termination hereof.

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

     Marshalling; Payments Set Aside.  Neither Administrative Agent nor any
Lender shall be under any obligation to marshal any assets in favor of any
Credit Party or any other Person or against or in payment of any or all of the
Obligations. To the extent that any Credit Party makes a payment or payments to
Administrative Agent or Lenders (or to Administrative Agent, on behalf of
Lenders), or Administrative Agent or Lenders enforce any security interests or
exercise their rights of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party

                                      127
<PAGE>

under any bankruptcy law, any other state or federal law, common law or any
equitable cause, then, to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied, and all Liens, rights and remedies
therefor or related thereto, shall be revived and continued in full force and
effect as if such payment or payments had not been made or such enforcement or
setoff had not occurred.

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

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

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

     APPLICABLE LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF.

     CONSENT TO JURISDICTION.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY
CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR
ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY ACCEPTS GENERALLY AND UNCONDITIONALLY THE
NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; WAIVES ANY DEFENSE OF FORUM
NON CONVENIENS; AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY
SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN

                                      128
<PAGE>

RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 10.1; AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c)
ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT
PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND AGREES SUCH LENDERS RETAIN
THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING
PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

     WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER
IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED
ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO
RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER
WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL
AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE
HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

     Confidentiality.  Each Lender shall hold all non-public information
obtained pursuant to the requirements hereof which is in written, printed or
other tangible form and consists of projections or which has been identified as
confidential by Company in accordance with such Lender's customary procedures
for handling confidential information of this nature and in

                                      129
<PAGE>

accordance with prudent lending or investing practices, it being understood and
agreed by Company that in any event a Lender may make disclosures to Affiliates
of such Lender or disclosures reasonably required by any bona fide or potential
assignee, transferee or participant in connection with the contemplated
assignment, transfer or participation by such Lender of any Loans or any
participations therein (including, without limitation, to agents or other
Persons authorized by a Lender or an Agent in connection with the organization,
presentation or dissemination of information to potential assignees, transferees
or participants) or by any direct or indirect contractual counterparties (or the
professional advisors thereto) in Hedge Agreements (provided, such
counterparties and advisors are advised of and agree to be bound by the
provisions of this Section 10.17) or disclosures required or requested by any
governmental agency or representative thereof or by NAIC or pursuant to legal
process; provided, unless specifically prohibited by applicable law or court
         --------
order, each Lender shall make reasonable efforts to notify Company of any
request by any governmental agency or representative thereof (other than any
such request in connection with any examination of the financial condition or
other routine examination of such Lender by such governmental agency) for
disclosure of any such non-public information prior to disclosure of such
information.

     Usury Savings Clause.  Notwithstanding any other provision herein, the
aggregate interest rate charged with respect to any of the Obligations,
including all charges or fees in connection therewith deemed in the nature of
interest under applicable law shall not exceed the Highest Lawful Rate. If the
rate of interest (determined without regard to the preceding sentence) under
this Agreement at any time exceeds the Highest Lawful Rate, the outstanding
amount of the Loans made hereunder shall bear interest at the Highest Lawful
Rate until the total amount of interest due hereunder equals the amount of
interest which would have been due hereunder if the stated rates of interest set
forth in this Agreement had at all times been in effect. In addition, if when
the Loans made hereunder are repaid in full the total interest due hereunder
(taking into account the increase provided for above) is less than the total
amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect, then to
the extent permitted by law, Company shall pay to Administrative Agent an amount
equal to the difference between the amount of interest paid and the amount of
interest which would have been paid if the Highest Lawful Rate had at all times
been in effect. Notwithstanding the foregoing, it is the intention of Lenders
and Company to conform strictly to any applicable usury laws. Accordingly, if
any Lender contracts for, charges, or receives any consideration which
constitutes interest in excess of the Highest Lawful Rate, then any such excess
shall be cancelled automatically and, if previously paid, shall at such Lender's
option be applied to the outstanding amount of the Loans made hereunder or be
refunded to Company.

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

                                      130
<PAGE>

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

                 [Remainder of page intentionally left blank]

                                      131
<PAGE>

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


                              NORTHPOINT COMMUNICATIONS, INC.,
                              as Company


                              By: ___________________________________
                                  Name:
                                  Title:



                              NORTHPOINT COMMUNICATIONS GROUP, INC.,
                              as Parent Guarantor


                              By: ___________________________________
                                  Name:
                                  Title:



                              NORTHPOINT COMMUNICATIONS OF VIRGINIA, INC.,
                              as a Subsidiary Guarantor


                              By: ___________________________________
                                  Name:
                                  Title:

                                      S-1
<PAGE>

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


                              By: ____________________________________
                                         Authorized Signatory

                                      S-2
<PAGE>

                              CANADIAN IMPERIAL BANK OF COMMERCE, as
                              Administrative Agent, Swing Line Lender and
                              Issuing Bank


                              By:  ___________________________________
                                   Name:
                                   Title:


                              CIBC INC., as a Lender


                              By:  ___________________________________
                                   Name:
                                   Title:

                                      S-3
<PAGE>

                              CAPITAL SYNDICATION CORPORATION,
                              as Documentation Agent


                              By: ___________________________________
                                  Name:
                                  Title:


                              NEWCOURT COMMERCIAL FINANCE CORPORATION,
                              as a Lender


                              By: ___________________________________
                                  Name:
                                  Title:

                                      S-4
<PAGE>

                              BANKBOSTON, NA, as a Lender


                              By:  ___________________________________
                                   Name:
                                   Title:

                                      S-5
<PAGE>

                              BANK OF MONTREAL, as a Lender


                              By: ___________________________________
                                  Name:
                                  Title:

                                      S-6
<PAGE>

                              BARCLAYS BANK PLC, as a Lender


                              By:  ___________________________________
                                   Name:
                                   Title:

                                      S-7
<PAGE>

                              COAST BUSINESS CREDIT A DIVISION OF SOUTHERN
                              PACIFIC BANK, as a Lender


                              By:  ___________________________________
                                   Name:
                                   Title:

                                      S-8
<PAGE>

                              CREDIT SUISSE FIRST BOSTON, as a Lender


                              By:  ___________________________________
                                   Name:
                                   Title:


                              By:  ___________________________________
                                   Name:
                                   Title:

                                      S-9
<PAGE>

                              FIRST UNION NATIONAL BANK, as a Lender


                              By:  ___________________________________
                                   Name:
                                   Title:

                                     S-10
<PAGE>

                              PNC BANK, as a Lender


                              By:  ___________________________________
                                   Name:
                                   Title:

                                     S-11
<PAGE>

                              FINOVA CAPITAL CORPORATION, as a Lender


                              By: ___________________________________
                                  Name:
                                  Title:

                                     S-12
<PAGE>

                              UNION BANK OF CALIFORNIA, N.A., as a Lender


                              By:  ___________________________________
                                   Name:
                                   Title:

                                     S-13
<PAGE>

                              FRANKLIN FLOATING RATE TRUST, as a Lender


                              By:  ___________________________________
                                   Name:
                                   Title:

                                     S-14
<PAGE>

                                                                    APPENDIX A-1
                                                TO CREDIT AND GUARANTY AGREEMENT

                         Revolving Credit Commitments

<TABLE>
<CAPTION>
=================================================================================================
                                                        Revolving Credit             Pro
                    Lender                                 Commitment             Rata Share
-------------------------------------------------------------------------------------------------
<S>                                                     <C>                       <C>
Goldman Sachs Credit Partners L.P.                        $ 5,000,000               9.09090%
-------------------------------------------------------------------------------------------------
CIBC Inc.                                                 $ 5,000,000               9.09090%
-------------------------------------------------------------------------------------------------
Newcourt Commercial Finance Corporation                   $ 5,000,000               9.09090%
-------------------------------------------------------------------------------------------------
BankBoston, NA                                            $ 4,250,000               7.72727%
-------------------------------------------------------------------------------------------------
Bank of Montreal                                          $ 4,250,000               7.72727%
-------------------------------------------------------------------------------------------------
Barclays Bank PLC                                         $ 4,250,000               7.72727%
-------------------------------------------------------------------------------------------------
Coast Business Credit, a division of Southern
Pacific Bank                                              $ 4,250,000               7.72727%
-------------------------------------------------------------------------------------------------
Credit Suisse First Boston                                $ 4,250,000               7.72727%
-------------------------------------------------------------------------------------------------
First Union National Bank                                 $ 4,250,000               7.72727%
-------------------------------------------------------------------------------------------------
PNC Bank                                                  $ 4,250,000               7.72727%
-------------------------------------------------------------------------------------------------
Finova Capital Corporation                                $ 3,750,000               6.81818%
-------------------------------------------------------------------------------------------------
Union Bank of California, N.A.                            $ 3,750,000               6.81818%
-------------------------------------------------------------------------------------------------
Franklin Floating Rate Trust                              $ 2,750,000               5.00000%
-------------------------------------------------------------------------------------------------
               Total                                      $55,000,000                   100%
================================================================================================
</TABLE>

                                APPENDIX A-1-1
<PAGE>

                                                                    APPENDIX A-2
                                                TO CREDIT AND GUARANTY AGREEMENT

                      Delayed Draw Term Loan Commitments

<TABLE>
<CAPTION>
================================================================================================
                                                          Delayed Draw                  Pro
                    Lender                            Term Loan Commitment          Rata Share
-------------------------------------------------------------------------------------------------
<S>                                             <C>                               <C>
Goldman Sachs Credit Partners L.P.                           $ 10,000,000             9.09090%
-------------------------------------------------------------------------------------------------
CIBC Inc.                                                    $ 10,000,000             9.09090%
-------------------------------------------------------------------------------------------------
Newcourt Commercial Finance Corporation                      $ 10,000,000             9.09090%
-------------------------------------------------------------------------------------------------
BankBoston, NA                                               $  8,500,000             7.72727%
-------------------------------------------------------------------------------------------------
Bank of Montreal                                             $  8,500,000             7.72727%
-------------------------------------------------------------------------------------------------
Barclays Bank PLC                                            $  8,500,000             7.72727%
-------------------------------------------------------------------------------------------------
Coast Business Credit, a division of Southern
Pacific Bank                                                 $  8,500,000             7.72727%
-------------------------------------------------------------------------------------------------
Credit Suisse First Boston                                   $  8,500,000             7.72727%
-------------------------------------------------------------------------------------------------
First Union National Bank                                    $  8,500,000             7.72727%
-------------------------------------------------------------------------------------------------
PNC Bank                                                     $  8,500,000             7.72727%
-------------------------------------------------------------------------------------------------
Finova Capital Corporation                                   $  7,500,000             6.81818%
-------------------------------------------------------------------------------------------------
Union Bank of California, N.A.                               $  7,500,000             6.81818%
-------------------------------------------------------------------------------------------------
Franklin Floating Rate Trust                                 $  5,500,000             5.00000%
-------------------------------------------------------------------------------------------------
               Total                                         $110,000,000                 100%
================================================================================================
</TABLE>

                                APPENDIX A-2-1
<PAGE>

                                                                    APPENDIX A-3
                                                TO CREDIT AND GUARANTY AGREEMENT

                             Term Loan Commitments


<TABLE>
<CAPTION>
=============================================================================================
                                                                                  Pro Rata
                    Lender                         Term Loan Commitment             Share
---------------------------------------------------------------------------------------------
<S>                                                <C>                            <C>
Goldman Sachs Credit Partners L.P.                         $35,000,000            41.17647%
---------------------------------------------------------------------------------------------
CIBC Inc.                                                  $ 5,000,000             9.09090%
---------------------------------------------------------------------------------------------
Newcourt Commercial Finance Corporation                    $ 5,000,000             9.09090%
---------------------------------------------------------------------------------------------
BankBoston, NA                                             $ 4,250,000             7.72727%
---------------------------------------------------------------------------------------------
Bank of Montreal                                           $ 4,250,000             7.72727%
---------------------------------------------------------------------------------------------
Barclays Bank PLC                                          $ 4,250,000             7.72727%
---------------------------------------------------------------------------------------------
Coast Business Credit, a division of Southern
Pacific Bank                                               $ 4,250,000             7.72727%
---------------------------------------------------------------------------------------------
Credit Suisse First Boston                                 $ 4,250,000             7.72727%
---------------------------------------------------------------------------------------------
First Union National Bank                                  $ 4,250,000             7.72727%
---------------------------------------------------------------------------------------------
PNC Bank                                                   $ 4,250,000             7.72727%
---------------------------------------------------------------------------------------------
Finova Capital Corporation                                 $ 3,750,000             6.81818%
---------------------------------------------------------------------------------------------
Union Bank of California, N.A.                             $ 3,750,000             6.81818%
---------------------------------------------------------------------------------------------
Franklin Floating Rate Trust                               $ 2,750,000             5.00000%
---------------------------------------------------------------------------------------------
               Total                                       $85,000,000                 100%
================================================================================================
</TABLE>

                                APPENDIX A-3-1
<PAGE>

                                                                  EXHIBIT B-1 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                              REVOLVING LOAN NOTE

$[1] [___,___,___]                                                     [1][date]


     FOR VALUE RECEIVED, NORTHPOINT COMMUNICATIONS, INC., a Delaware corporation
("Company"), promises to pay [NAME OF LENDER] ("Payee") or its registered
assigns, on or before December 9, 2005, the lesser of (a) [1][DOLLARS]
($[1][___,___,___]) and (b) the unpaid principal amount of all advances made by
Payee to Company as Revolving Loans under the Credit Agreement referred to
below.

     Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of December 9, 1999 (as it may be
amended, supplemented or otherwise modified, the "Credit Agreement"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among NORTHPOINT COMMUNICATIONS, INC., NORTHPOINT
COMMUNICATIONS GROUP INC., certain Subsidiaries of Company, as Guarantors, the
Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Lead Arranger and Syndication Agent, CANADIAN IMPERIAL BANK OF COMMERCE, as
Administrative Agent, and CAPITAL SYNDICATION CORPORATION, as Documentation
Agent.

     This Note is one of the "Revolving Loan Notes" in the aggregate principal
amount of $55,000,000 and is issued pursuant to and entitled to the benefits of
the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Loans evidenced hereby
were made and are to be repaid.

     All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Principal Office of Administrative Agent or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement.  Unless and until an Assignment Agreement effecting the
assignment or transfer of this Note shall have been accepted by Administrative
Agent and recorded in the Register, Company, each Agent and Lenders shall be
entitled to deem

____________________________________________
[1]  Lender's Revolving Credit Commitment

[2]  Date of Issuance

                                 EXHIBIT B-1-3
<PAGE>

and treat Payee as the owner and holder of this Note and the Loans evidenced
hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of
this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has
been paid; provided, the failure to make a notation of any payment made on this
Note shall not limit or otherwise affect the obligations of Company hereunder
with respect to payments of principal of or interest on this Note.

     This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK  (INCLUDING WITHOUT LIMITATION
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

     Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.

     This Note is subject to restrictions on transfer or assignment as provided
in the Credit Agreement.

     No reference herein to the Credit Agreement and no provision of this Note
or the Credit Agreement shall alter or impair the obligations of Company, which
are absolute and unconditional, to pay the principal of and interest on this
Note at the place, at the respective times, and in the currency herein
prescribed.

     Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note.  Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

                 [Remainder of page intentionally left blank]

                                 EXHIBIT B-1-4
<PAGE>

     IN WITNESS WHEREOF, Company has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                      NORTHPOINT COMMUNICATIONS, INC.


                      By: _____________________________
                      Title:

                                 EXHIBIT B-1-5
<PAGE>

                                 TRANSACTIONS
                                      ON
                              REVOLVING LOAN NOTE

<TABLE>
<CAPTION>
                                                                     Outstanding
                Type of         Amount of          Amount of          Principal
               Loan Made        Loan Made       Principal Paid         Balance         Notation
   Date        This Date        This Date          This Date          This Date        Made By
   <S>         <C>              <C>             <C>                  <C>               <C>
</TABLE>

                                 EXHIBIT B-1-6
<PAGE>

                                                                  EXHIBIT B-2 TO
                                                   CREDIT AND GUARANTY AGREEMENT


                          DELAYED DRAW TERM LOAN NOTE

$[1][___,___,___]                                                      [2][date]


     FOR VALUE RECEIVED, NORTHPOINT COMMUNICATIONS, INC., a Delaware corporation
("Company"), promises to pay [NAME OF LENDER] ("Payee") or its registered
assigns the principal amount of [1][DOLLARS] ($[___,___,___][1]) in the
installments referred to below.

     Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of December 9, 1999 (as it may be
amended, supplemented or otherwise modified, the "Credit Agreement"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among NORTHPOINT COMMUNICATIONS, INC., NORTHPOINT
COMMUNICATIONS GROUP INC., certain Subsidiaries of Company, as Guarantors, the
Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Lead Arranger and Syndication Agent, CANADIAN IMPERIAL BANK OF COMMERCE , as
Administrative Agent, and CAPITAL SYNDICATION CORPORATION, as Documentation
Agent.

     Company shall make principal payments on this Note as set forth in
Section 2.12 of the Credit Agreement.

     This Note is one of the "Delayed Draw Term Notes" in the aggregate
principal amount of $110,000,000 and is issued pursuant to and entitled to the
benefits of the Credit Agreement, to which reference is hereby made for a more
complete statement of the terms and conditions under which the Term Loan
evidenced hereby was made and is to be repaid.

     All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Principal Office of Administrative Agent or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement.  Unless and until an Assignment Agreement


_____________________________
[1]  Lender's Delayed Draw Term Loan Commitment

[2]  Date of Issuance

                                 EXHIBIT B-2-1
<PAGE>

effecting the assignment or transfer of this Note shall have been accepted by
Administrative Agent and recorded in the Register, Company, each Agent and
Lenders shall be entitled to deem and treat Payee as the owner and holder of
this Note and the Loan evidenced hereby. Payee hereby agrees, by its acceptance
hereof, that before disposing of this Note or any part hereof it will make a
notation hereon of all principal payments previously made hereunder and of the
date to which interest hereon has been paid; provided, the failure to make a
notation of any payment made on this Note shall not limit or otherwise affect
the obligations of Company hereunder with respect to payments of principal of or
interest on this Note.

     This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.

     This Note is subject to restrictions on transfer or assignment as provided
in the Credit Agreement.

     No reference herein to the Credit Agreement and no provision of this Note
or the Credit Agreement shall alter or impair the obligations of Company, which
are absolute and unconditional, to pay the principal of and interest on this
Note at the place, at the respective times, and in the currency herein
prescribed.

     Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note.  Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

                                 EXHIBIT B-2-2
<PAGE>

                 [Remainder of page intentionally left blank]


                                 EXHIBIT B-2-3
<PAGE>

     IN WITNESS WHEREOF, Company has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                      NORTHPOINT COMMUNICATIONS, INC.


                      By: _____________________________
                      Title:


                                 EXHIBIT B-2-4
<PAGE>

                                                                 EXHIBIT B-3 TO
                                                  CREDIT AND GUARANTY AGREEMENT

                                TERM LOAN NOTE

$[1][___,___,___]                                                      [2][date]


     FOR VALUE RECEIVED, NORTHPOINT COMMUNICATIONS, INC., a Delaware corporation
("Company"), promises to pay [NAME OF LENDER] ("Payee") or its registered
assigns the principal amount of [1][DOLLARS] ($[1][___,___,___]) in the
installments referred to below.

     Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of December 9, 1999 (as it may be
amended, supplemented or otherwise modified, the "Credit Agreement"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among NORTHPOINT COMMUNICATIONS, INC., NORTHPOINT
COMMUNICATIONS GROUP INC., certain Subsidiaries of Company, as Guarantors, the
Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Lead Arranger and Syndication Agent, CANADIAN IMPERIAL BANK OF COMMERCE , as
Administrative Agent, and CAPITAL SYNDICATION CORPORATION, as Documentation
Agent.

     Company shall make principal payments on this Note as set forth in Section
2.12 of the Credit Agreement.

     This Note is one of the "Term Notes" in the aggregate principal amount of
$85,000,000 and is issued pursuant to and entitled to the benefits of the Credit
Agreement, to which reference is hereby made for a more complete statement of
the terms and conditions under which the Term Loan evidenced hereby was made and
is to be repaid.

     All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Principal Office of Administrative Agent or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement.  Unless and until an Assignment Agreement

______________________________________
[1]  Lender's Term Loan Commitment

[2]  Date of Issuance

                                 EXHIBIT B-3-1
<PAGE>

effecting the assignment or transfer of this Note shall have been accepted by
Administrative Agent and recorded in the Register, Company, each Agent and
Lenders shall be entitled to deem and treat Payee as the owner and holder of
this Note and the Loan evidenced hereby. Payee hereby agrees, by its acceptance
hereof, that before disposing of this Note or any part hereof it will make a
notation hereon of all principal payments previously made hereunder and of the
date to which interest hereon has been paid; provided, the failure to make a
notation of any payment made on this Note shall not limit or otherwise affect
the obligations of Company hereunder with respect to payments of principal of or
interest on this Note.

     This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.

     This Note is subject to restrictions on transfer or assignment as provided
in the Credit Agreement.

     No reference herein to the Credit Agreement and no provision of this Note
or the Credit Agreement shall alter or impair the obligations of Company, which
are absolute and unconditional, to pay the principal of and interest on this
Note at the place, at the respective times, and in the currency herein
prescribed.

     Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note.  Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

                                 EXHIBIT B-3-2
<PAGE>

                 [Remainder of page intentionally left blank]


                                 EXHIBIT B-3-3
<PAGE>

     IN WITNESS WHEREOF, Company has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                         NORTHPOINT COMMUNICATIONS, INC.


                          By: ______________________________
                          Title:


                                 EXHIBIT B-3-4
<PAGE>

                                                                  EXHIBIT B-4 TO
                                                   CREDIT AND GUARANTY AGREEMENT


                                 SWING LINE NOTE

$5,000,000                                                       [1][mm/D.d./yy]

     FOR VALUE RECEIVED, NORTHPOINT COMMUNICATIONS, INC., a Delaware corporation
("Company"), promises to pay to CANADIAN IMPERIAL BANK OF COMMERCE , as Swing
Line Lender ("Payee"), on or before December 9, 2005, the lesser of (a) FIVE
MILLION DOLLARS ($5,000,000) and (b) the unpaid principal amount of all advances
made by Payee to Company as Swing Line Loans under the Credit Agreement referred
to below.

     Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of December 9, 1999 (as it may be
amended, supplemented or otherwise modified, the "Credit Agreement"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among NORTHPOINT COMMUNICATIONS, INC., NORTHPOINT
COMMUNICATIONS GROUP INC., certain Subsidiaries of Company, as Guarantors, the
Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Lead Arranger and Syndication Agent, CANADIAN IMPERIAL BANK OF COMMERCE , as
Administrative Agent, and CAPITAL SYNDICATION CORPORATION, as Documentation
Agent.

     This Note is the "Swing Line Note" and is issued pursuant to and entitled
to the benefits of the Credit Agreement, to which reference is hereby made for a
more complete statement of the terms and conditions under which the Swing Line
Loans evidenced hereby were made and are to be repaid.

     All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Principal Office of Swing Line Lender or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement.

     This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

__________________________
[1]  Date of Issuance

                                 EXHIBIT B-4-1
<PAGE>

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK  (INCLUDING WITHOUT LIMITATION
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

     Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.

     This Note is subject to restrictions on transfer or assignment as provided
in the Credit Agreement.

     No reference herein to the Credit Agreement and no provision of this Note
or the Credit Agreement shall alter or impair the obligations of Company, which
are absolute and unconditional, to pay the principal of and interest on this
Note at the place, at the respective times, and in the currency herein
prescribed.

     Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note.  Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

                 [Remainder of page intentionally left blank]

                                 EXHIBIT B-4-2
<PAGE>

     IN WITNESS WHEREOF, Company has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                           NORTHPOINT COMMUNICATIONS, INC.


                           By:_______________________________
                           Title:


                                 EXHIBIT B-4-3
<PAGE>

                                 TRANSACTIONS
                                      ON
                                SWING LINE NOTE

<TABLE>
<CAPTION>
                                                      Outstanding
                 Amount of          Amount of          Principal
                 Loan Made       Principal Paid         Balance         Notation
   Date          This Date          This Date          This Date        Made By
   <S>           <C>             <C>                  <C>               <C>
</TABLE>

                                 EXHIBIT J-2-1