<PAGE>

                                                                EXHIBIT 10.1

                                                                EXECUTION COPY

                                 $160,000,000

                               CREDIT AGREEMENT

                           Dated as of April 5, 2000

                                     Among

                              ITC/\DELTACOM, INC.

                                   as Parent

                           INTERSTATE FIBERNET, INC.

                                  as Borrower

                    THE SUBSIDIARY GUARANTORS NAMED HEREIN

                           as Subsidiary Guarantors

                       THE INITIAL LENDERS NAMED HEREIN

                              as Initial Lenders

                      MORGAN STANLEY SENIOR FUNDING, INC.

     as Joint Lead Arranger and Joint Book Runner and Administrative Agent

                       MORGAN STANLEY & CO. INCORPORATED

                              as Collateral Agent

                        BANK OF AMERICA SECURITIES LLC.

                 as Joint Lead Arranger and Joint Book Runner

                              BANK OF AMERICA, N.A.

                              as Syndication Agent

                                       and

                       GOLDMAN SACHS CREDIT PARTNERS L.P.

                             as Documentation Agent
<PAGE>


                       T A B L E   O F   C O N T E N T S

Section                                                                   Page
                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS
      1.01.  Certain Defined Terms...........................................1
      1.02.  Computation of Time Periods; Other Definitional Provisions.....24
      1.03.  Accounting Terms...............................................24
                                   ARTICLE II
                        AMOUNTS AND TERMS OF THE ADVANCES
      2.01.  The Advances...................................................24
      2.02.  Making the Advances............................................25
      2.03.  Repayment of Advances..........................................26
      2.04.  Termination or Reduction of the Commitments....................29
      2.05.  Prepayments....................................................29
      2.06.  Interest.......................................................30
      2.07.  Fees...........................................................31
      2.08.  Conversion of Advances.........................................31
      2.09.  Increased Costs, Etc...........................................32
      2.10.  Payments and Computations......................................34
      2.11.  Taxes..........................................................35
      2.12.  Sharing of Payments, Etc.......................................38
      2.13.  Use of Proceeds................................................39
      2.14.  Defaulting Lenders.............................................39
      2.15.  Evidence of Debt; Register.....................................41
                                   ARTICLE III
                              CONDITIONS OF LENDING
      3.01.  Conditions Precedent to Initial Extension of Credit............42
      3.02.  Conditions Precedent to Each Borrowing and Issuance............47
      3.03.  Determinations Under Section 3.01..............................48
                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
      4.01.  Representations and Warranties of the Borrower.................48
<PAGE>

Section                                                                   Page
                                    ARTICLE V
                             COVENANTS OF THE PARENT
      5.01.  Affirmative Covenants..........................................56
      5.02.  Negative Covenants.............................................62
      5.03.  Reporting Requirements.........................................69
                                   ARTICLE VI
                                EVENTS OF DEFAULT
      6.01.  Events of Default..............................................73
                                   ARTICLE VII
                                    GUARANTY
      7.01.  Guaranty; Limitation of Liability..............................76
      7.02.  Guaranty Absolute..............................................77
      7.03.  Waivers and Acknowledgments....................................78
      7.04.  Subrogation....................................................79
      7.05.  Guaranty Supplements...........................................80
      7.06.  Subordination..................................................80
      7.07.  Continuing Guaranty; Assignments...............................81
      7.08.  Release of Guarantor...........................................81
                                  ARTICLE VIII
                                    THE AGENT
      8.01.  Authorization and Action.......................................82
      8.02.  Agents' Reliance, Etc..........................................82
      8.03.  Morgan Stanley and Affiliates..................................83
      8.04.  Lender Party Credit Decision...................................83
      8.05.  Indemnification................................................83
      8.06.  Successor Agents...............................................84
                                   ARTICLE IX
                                  MISCELLANEOUS
      9.01.  Amendments, Etc................................................85
      9.02.  Notices, Etc...................................................85
      9.03.  No Waiver; Remedies............................................86
      9.04.  Costs and Expenses.............................................86
      9.05.  Right of Set-off...............................................88
      9.06.  Binding Effect.................................................88
      9.07.  Assignments and Participations.................................88
      9.08.  Execution in Counterparts......................................91
      9.09.  Confidentiality................................................91
      9.10.  Release of Collateral..........................................91
      9.11.  Jurisdiction, Etc..............................................91
      9.12.  Governing Law..................................................92
      9.13.  Waiver of Jury Trial...........................................93
<PAGE>

                                       iii
SCHEDULES

Schedule I        -     Applicable Lending Offices
Schedule II       -     Subsidiary Guarantors
Schedule 4.01(b)  -     Subsidiaries
Schedule 4.01(d)  -     Authorizations, Approvals, Actions, Notices and Filings
Schedule 4.01(f)  -     Disclosed Litigation
Schedule 4.01(p)  -     Plans, Multiemployer Plans and Welfare Plans
Schedule 4.01(q)  -     Environmental Disclosure
Schedule 4.01(r)  -     Open Years; Unpaid Tax Liabilities; Adjusted Tax Bases
Schedule 4.01(t)  -     Existing Debt
Schedule 4.01(u)  -     Surviving Debt
Schedule 4.01(v)  -     Liens
Schedule 4.01(w)  -     Owned Real Property
Schedule 4.01(x)  -     Leased Real Property
Schedule 4.01(y)  -     Investments
Schedule 4.01(z)  -     Intellectual Property
Schedule 4.01(aa) -     Material Contracts

EXHIBITS

Exhibit A-1  -   Form of Tranche 1 Term B Note
Exhibit A-2  -   Form of Tranche 2 Term B Note
Exhibit B    -   Form of Notice of Borrowing
Exhibit C    -   Form of Assignment and Acceptance
Exhibit D    -   Form of Security Agreement
Exhibit F    -   Form of Solvency Certificate
Exhibit G    -   Form of Opinion of Counsel to the Loan Parties
Exhibit H    -   Form of Guaranty Supplement
<PAGE>

                               CREDIT AGREEMENT

            CREDIT AGREEMENT dated as of April 5, 2000 among ITC/\DeltaCom,
Inc., a Delaware corporation (the "Parent"), Interstate FiberNet, Inc., a
Delaware corporation (the "Borrower"), the subsidiary guarantors listed on the
signature page hereof, the banks, financial institutions and other institutional
lenders listed on the signature pages hereof as the Initial Lenders (the
"Initial Lenders"), Morgan Stanley Senior Funding, Inc. ("Morgan Stanley"), as
administrative agent (together with any successor administrative agent appointed
pursuant to Article VIII, the "Administrative Agent" and, together with the
Collateral Agent and the Syndication Agent referred to below, the "Agents") for
the Lender Parties (as hereinafter defined), Morgan Stanley & Co. Incorporated,
as collateral agent (together with any successor collateral agent appointed
pursuant to Article VIII, the "Collateral Agent") and Bank of America Securities
LLC. and Morgan Stanley, as joint lead arrangers and joint book runners
(together with any successor joint lead arrangers appointed pursuant to Article
VIII, the "Joint Lead Arrangers") and Bank of America, N.A. ("BofA"), as
syndication agent (together with any successor syndication agent appointed
pursuant to Article VIII, the "Syndication Agent").

PRELIMINARY STATEMENTS:

            The Parent has requested that the Lender Parties lend to the
Borrower up to $160,000,000 consisting of $100,000,000 under the Tranche 1 Term
B Facility (as hereinafter defined) and $60,000,000 under the Tranche 2 Term B
Facility (as hereinafter defined) in order to finance (the "Financing") (a)
working capital and certain capital expenditures (including the build-out of the
collocation and data services businesses) and other general corporate purposes
and (b) the purchase of equipment, respectively. The Lender Parties have
indicated their willingness to agree to lend such amounts on the terms and
conditions set forth in this Agreement.

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

                                   ARTICLE I

                       DEFINITIONS AND ACCOUNTING TERMS

            SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

            "Additional Facility" has the meaning specified in Section
5.02(a)(v).
<PAGE>

                                       2


            "Additional Guarantor" has the meaning specified in Section 7.05.

            "Administrative Agent" has the meaning specified in the recital of
      parties to this Agreement.

            "Administrative Agent's Account" means the account of the
      Administrative Agent as the Administrative Agent shall specify in writing
      to the Lender Parties.

            "Advance" means a Tranche 1 Term B Advance or a Tranche 2 Term B
      Advance.

            "Affiliate" means, as to any Person, any other Person that, directly
      or indirectly, controls, is controlled by or is under common control with
      such Person or is a director or officer of such Person. For purposes of
      this definition, the term "control" (including the terms "controlling",
      "controlled by" and "under common control with") of a Person means the
      possession, direct or indirect, of the power to vote 10% or more of the
      Voting Interests of such Person or to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of
      Voting Interests, by contract or otherwise.

            "Agents" has the meaning specified in the recital of parties to this
      Agreement.

            "Agreement Value" means, for each Hedge Agreement, on any date of
      determination, an amount determined by the Administrative Agent equal to:
      (a) in the case of a Hedge Agreement documented pursuant to the Master
      Agreement (Multicurrency-Cross Border) published by the International Swap
      and Derivatives Association, Inc. (the "Master Agreement"), the amount, if
      any, that would be payable by any Loan Party or any of its Subsidiaries to
      its counterparty to such Hedge Agreement, as if (i) such Hedge Agreement
      was being terminated early on such date of determination, (ii) such Loan
      Party or Subsidiary was the sole "Affected Party", and (iii) the
      Administrative Agent was the sole party determining such payment amount
      (with the Administrative Agent making such determination pursuant to the
      provisions of the form of Master Agreement); or (b) in the case of a Hedge
      Agreement traded on an exchange, the mark-to-market value of such Hedge
      Agreement, which will be the unrealized loss on such Hedge Agreement to
      the Loan Party or Subsidiary of a Loan Party party to such Hedge Agreement
      determined by the Administrative Agent based on the settlement price of
      such Hedge Agreement on such date of determination, or (c) in all other
      cases, the mark-to-market value of such Hedge Agreement, which will be the
      unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of
      a Loan Party party to such Hedge Agreement determined by the
      Administrative Agent as the amount, if any, by which (i) the present value
      of the future cash flows to be paid by such Loan Party or Subsidiary
      exceeds (ii) the present value of the future cash flows to be received by
      such Loan Party or Subsidiary pursuant to such Hedge Agreement;
      capitalized terms used and
<PAGE>

                                       3


      not otherwise defined in this definition shall have the respective
      meanings set forth in the above described Master Agreement.

            "Applicable Lending Office" means, with respect to each Lender
      Party, such Lender Party's Domestic Lending Office in the case of a Base
      Rate Advance and such Lender Party's Eurodollar Lending Office in the case
      of a Eurodollar Rate Advance.

            "Applicable Margin" means 1.875% per annum for Base Rate Advances
      and 2.875% per annum for Eurodollar Rate Advances; provided, however, that
      if any Investment made pursuant to Section 5.02(f)(v) or (vii) results in
      a downgrade of the rating of the Debt under this Agreement by S&P and
      Moody's or the Public Debt Rating at the time of such Investment by more
      than one level, then the Applicable Margin shall increase by 0.50% per
      annum.

            "Appropriate Lender" means, at any time, with respect to any of the
      Tranche 1 Term B Facility or the Tranche 2 Term B Facility a Lender that
      has a Commitment with respect to such Facility at such time.

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

            "Assignment and Acceptance" means an assignment and acceptance
      entered into by a Lender Party and an Eligible Assignee, and accepted by
      the Administrative Agent, in accordance with Section 9.07 and in
      substantially the form of Exhibit C hereto.

            "Base Rate" means a fluctuating interest rate per annum in effect
      from time to time, which rate per annum shall at all times be equal to the
      higher of:

                  (a) the rate of interest announced publicly by BofA in New
            York, New York, from time to time, as BofA's prime rate; and

                  (b) 1/2 of 1% per annum above the Federal Funds Rate.

            "Base Rate Advance" means an Advance that bears interest as provided
      in Section 2.06(a)(i).

            "BofA" has the meaning specified in the recital of parties to this
      Agreement.

            "Borrower" has the meaning specified in the recital of parties to
      this Agreement.

            "Borrower's Account" means the account of the Borrower maintained by
      the Borrower with BofA, Account No. 1947300770300, or such other account
      as the Borrower shall specify in writing to the Administrative Agent.
<PAGE>

                                       4


            "Borrowing" means a Tranche 1 Term B Borrowing or a Tranche 2 Term B
      Borrowing.

            "Business Day" means a day of the year on which banks are not
      required or authorized by law to close in New York City and, if the
      applicable Business Day relates to any Eurodollar Rate Advances, on which
      dealings are carried on in the London interbank market.

            "Capital Expenditures" means, for any Person for any period, the sum
      of, without duplication, (a) all expenditures made, directly or
      indirectly, by such Person or any of its Subsidiaries during such period
      for equipment, fixed assets, real property or improvements, or for
      replacements or substitutions therefor or additions thereto, that have
      been or should be, in accordance with GAAP, reflected as additions to
      property, plant or equipment on a Consolidated balance sheet of such
      Person or have a useful life of more than one year plus (b) the aggregate
      principal amount of all Debt (including Obligations under Capitalized
      Leases) assumed or incurred in connection with any such expenditures. For
      purposes of this definition, the purchase price of equipment that is
      purchased simultaneously with the trade-in of existing equipment or with
      insurance proceeds shall be included in Capital Expenditures only to the
      extent of the gross amount of such purchase price less the credit granted
      by the seller of such equipment for the equipment being traded in at such
      time or the amount of such proceeds, as the case may be.

            "Capitalized Leases" means all leases that have been or should be,
      in accordance with GAAP, recorded as capitalized leases.

            "Cash Collateral Account" has the meaning specified in the Security
      Agreement.

            "Cash Equivalents" means any of the following, to the extent owned
      by the Borrower or any of its Subsidiaries free and clear of all Liens
      other than Liens created under the Collateral Documents and having a
      maturity of not greater than 360 days from the date of issuance thereof:
      (a) readily marketable direct obligations of the Government of the United
      States or any agency or instrumentality thereof or obligations
      unconditionally guaranteed by the full faith and credit of the Government
      of the United States, (b) insured certificates of deposit of or time
      deposits with any commercial bank that is a Lender Party or a member of
      the Federal Reserve System, issues (or the parent of which issues)
      commercial paper rated as described in clause (c) below, is organized
      under the laws of the United States or any State thereof and has combined
      capital and surplus of at least $1 billion or (c) commercial paper in an
      aggregate amount of no more than $160,000,000 per issuer outstanding at
      any time, issued by any corporation organized under the laws of any State
      of the United States and rated at least "A-2" (or the then equivalent
      grade) by Moody's Investors Service, Inc. or "B-2" (or the then equivalent
      grade) by Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
<PAGE>

                                       5


            "CERCLA" means the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, as amended from time to time.

            "CERCLIS" means the Comprehensive Environmental Response,
      Compensation and Liability Information System maintained by the U.S.
      Environmental Protection Agency.

            "Change of Control" means the occurrence of any of the following:
      (a) any Person or two or more Persons acting in concert (other than the
      officers and directors of the Parent as of the Effective Date) shall have
      acquired beneficial ownership (within the meaning of Rule 13d-3 of the
      Securities and Exchange Commission under the Securities Exchange Act of
      1934), directly or indirectly, of Voting Interests of the Parent (or other
      securities convertible into such Voting Interests) representing 35% or
      more of the combined voting power of all Voting Interests of the Parent;
      or (b) during any period of up to 24 consecutive months, commencing after
      the date of this Agreement, individuals who at the beginning of such
      24-month period were directors of the Parent or persons whose election or
      nomination as directors was approved by a majority of such individuals
      shall cease for any reason to constitute a majority of the board of
      directors of the Parent; or (c) any Person or two or more Persons acting
      in concert (other than the officers and directors of the Parent as of the
      Effective Date) shall have acquired by contract or otherwise the power to
      exercise, directly or indirectly, a controlling influence over the
      management or policies of the Parent; or (d) the Parent shall cease to own
      100% of the Equity Interests of the Borrower.

            "Collateral" means all "Collateral" referred to in the Collateral
      Documents and all other property that is or is intended to be subject to
      any Lien in favor of the Collateral Agent for the benefit of the Secured
      Parties.

            "Collateral Agent" has the meaning specified in the recital of
      parties to this Agreement.

            "Collateral Documents" means the Security Agreement, the Mortgages
      and any other agreement that creates or purports to create a Lien in favor
      of the Collateral Agent for the benefit of the Secured Parties.

            "Commitment" means a Tranche 1 Term B Commitment or a Tranche 2 Term
      B Commitment.

            "Commitment Letter" means the commitment letter dated February 17,
      2000 from Morgan Stanley and BofA to the Parent.

            "Confidential Information" means information that any Loan Party
      furnishes to any Agent or any Lender Party on a confidential basis, but
      does not include any such
<PAGE>

                                       6


      information that is or becomes generally available to the public or that
      is or becomes available to such Agent or such Lender Party from a source
      other than the Loan Parties which such Agent or such Lender Party do not
      have reason to believe is confidential information.

            "Consolidated" refers to the consolidation of accounts in accordance
      with GAAP.

            "Contingent Obligation" means, with respect to any Person, any
      Obligation or arrangement of such Person to guarantee or intended to
      guarantee any Debt, leases, dividends or other payment Obligations
      ("primary obligations") of any other Person (the "primary obligor") in any
      manner, whether directly or indirectly, including, without limitation, (a)
      the direct or indirect guarantee, endorsement (other than for collection
      or deposit in the ordinary course of business), co-making, discounting
      with recourse or sale with recourse by such Person of the Obligation of a
      primary obligor, (b) the Obligation to make take-or-pay or similar
      payments, if required, regardless of nonperformance by any other party or
      parties to an agreement or (c) any Obligation of such Person, whether or
      not contingent, (i) to purchase any such primary obligation or any
      property constituting direct or indirect security therefor, (ii) to
      advance or supply funds (A) for the purchase or payment of any such
      primary obligation or (B) to maintain working capital or equity capital of
      the primary obligor or otherwise to maintain the net worth or solvency of
      the primary obligor, (iii) to purchase property, assets, securities or
      services primarily for the purpose of assuring the owner of any such
      primary obligation of the ability of the primary obligor to make payment
      of such primary obligation or (iv) otherwise to assure or hold harmless
      the holder of such primary obligation against loss in respect thereof. The
      amount of any Contingent Obligation shall be deemed to be an amount equal
      to the stated or determinable amount of the primary obligation in respect
      of which such Contingent Obligation is made (or, if less, the maximum
      amount of such primary obligation for which such Person may be liable
      pursuant to the terms of the instrument evidencing such Contingent
      Obligation) or, if not stated or determinable, the maximum reasonably
      anticipated liability in respect thereof (assuming such Person is required
      to perform thereunder), as determined by such Person in good faith.

            "Conversion", "Convert" and "Converted" each refer to a conversion
      of Advances of one Type into Advances of the other Type pursuant to
      Section 2.08 or 2.09.

            "Convertible Debt Securities" means those certain $100,000,000
      4-1/2% Convertible Subordinated Notes due 2006 issued by the Parent.

            "Current Assets" of any Person means all assets of such Person that
      would, in accordance with GAAP, be classified as current assets of a
      company conducting a business the same as or similar to that of such
      Person, after deducting adequate reserves in each case in which a reserve
      is proper in accordance with GAAP.
<PAGE>

                                       7


            "Current Liabilities" of any Person means (a) all Debt of such
      Person that by its terms is payable on demand or matures within one year
      after the date of determination (excluding any Debt renewable or
      extendible, at the option of such Person, to a date more than one year
      from such date or arising under a revolving credit or similar agreement
      that obligates the lender or lenders to extend credit during a period of
      more than one year from such date), (b) all amounts of Funded Debt of such
      Person required to be paid or prepaid within one year after such date and
      (c) all other items (including taxes accrued as estimated) that in
      accordance with GAAP would be classified as current liabilities of such
      Person.

            "Debt" of any Person means, at any time without duplication, (a) all
      indebtedness of such Person for borrowed money, (b) all Obligations of
      such Person for the deferred purchase price of property or services (other
      than trade payables not overdue by more than 60 days incurred in the
      ordinary course of such Person's business), (c) all Obligations of such
      Person evidenced by notes, bonds, debentures or other similar instruments,
      (d) all Obligations of such Person created or arising under any
      conditional sale or other title retention agreement with respect to
      property acquired by such Person (even though the rights and remedies of
      the seller or lender under such agreement in the event of default are
      limited to repossession or sale of such property), (e) all Obligations of
      such Person as lessee under Capitalized Leases, (f) all Obligations of
      such Person under acceptance, letter of credit or similar facilities, (g)
      all Obligations of such Person to purchase, redeem, retire, defease or
      otherwise make any payment in respect of any Equity Interests in such
      Person or any other Person or any warrants, rights or options to acquire
      such capital stock, valued, in the case of Redeemable Preferred Interests,
      at the greater of its voluntary or involuntary liquidation preference plus
      accrued and unpaid dividends, (h) all Obligations of such Person in
      respect of Hedge Agreements, valued at the Agreement Value thereof, (i)
      all Contingent Obligations of such Person and (j) all indebtedness and
      other payment Obligations referred to in clauses (a) through (i) above of
      another Person secured by (or for which the holder of such Debt has an
      existing right, contingent or otherwise, to be secured by) any Lien on
      property (including, without limitation, accounts and contract rights)
      owned by such Person, even though such Person has not assumed or become
      liable for the payment of such indebtedness or other payment Obligations.

            "Debt for Borrowed Money" of any Person means all items that, in
      accordance with GAAP, would be classified as indebtedness on a
      Consolidated balance sheet of such Person.

            "Default" means any Event of Default or any event that would
      constitute an Event of Default but for the requirement that notice be
      given or time elapse or both.

            "Defaulted Advance" means, with respect to any Lender Party at any
      time, the portion of any Advance required to be made by such Lender Party
      to the Borrower
<PAGE>

                                       8


      pursuant to Section 2.01 or 2.02 at or prior to such time that has not
      been made by such Lender Party or by the Administrative Agent for the
      account of such Lender Party pursuant to Section 2.02(d) as of such time.
      In the event that a portion of a Defaulted Advance shall be deemed made
      pursuant to Section 2.14(a), the remaining portion of such Defaulted
      Advance shall be considered a Defaulted Advance originally required to be
      made pursuant to Section 2.01 on the same date as the Defaulted Advance so
      deemed made in part.

            "Defaulted Amount" means, with respect to any Lender Party at any
      time, any amount required to be paid by such Lender Party to any Agent or
      any other Lender Party hereunder or under any other Loan Document at or
      prior to such time that has not been so paid as of such time, including,
      without limitation, any amount required to be paid by such Lender Party to
      (a) the Administrative Agent pursuant to Section 2.02(a) to reimburse the
      Administrative Agent for the amount of any Advance made by the
      Administrative Agent for the account of such Lender Party, (b) any other
      Lender Party pursuant to Section 2.12 to purchase any participation in
      Advances owing to such other Lender Party and (c) any Agent pursuant to
      Section 8.05 to reimburse such Agent for such Lender Party's ratable share
      of any amount required to be paid by the Lender Parties to such Agent. In
      the event that a portion of a Defaulted Amount shall be deemed paid
      pursuant to Section 2.14(b), the remaining portion of such Defaulted
      Amount shall be considered a Defaulted Amount originally required to be
      paid hereunder or under any other Loan Document on the same date as the
      Defaulted Amount so deemed paid in part.

            "Defaulting Lender" means, at any time, any Lender Party that, at
      such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b) shall
      take any action or be the subject of any action or proceeding of a type
      described in Section 6.01(f).

            "Disclosed Litigation" has the meaning specified in Section 3.01(e).

            "Domestic Lending Office" means, with respect to any Lender Party,
      the office of such Lender Party specified as its "Domestic Lending Office"
      opposite its name on Schedule I hereto or in the Assignment and Acceptance
      pursuant to which it became a Lender Party, as the case may be, or such
      other office of such Lender Party as such Lender Party may from time to
      time specify to the Borrower and the Administrative Agent.

            "EBITDA" means, for any period, the sum, determined on a
      Consolidated basis, of (a) net income (or net loss) after eliminating
      extraordinary and/or non recurring items to the extent included in net
      income, (b) interest expense, (c) income tax expense, (d) depreciation
      expense and (e) amortization expense, in each case of the Parent and its
      Subsidiaries, determined in accordance with GAAP for such period.
<PAGE>

                                       9


            "Effective Date" means the first date on which the conditions set
      forth in Article III shall have been satisfied.

            "Eligible Assignee" means any commercial bank or financial
      institution (including, without limitation, any fund that regularly
      invests in loans similar to the Advances) as approved (so long as no
      Default has occurred and is continuing at the time of the relevant
      assignment pursuant to Section 9.07) by the Borrower (such approval not to
      be unreasonably withheld or delayed); provided, however, that neither any
      Loan Party nor any Affiliate of a Loan Party shall qualify as an Eligible
      Assignee under this definition.

            "Environmental Action" means any action, suit, demand, demand
      letter, claim, notice of non-compliance or violation, notice of liability
      or potential liability, investigation, proceeding, consent order or
      consent agreement relating in any way to any Environmental Law, any
      Environmental Permit or Hazardous Material or arising from alleged injury
      or threat to health, safety or the environment, including, without
      limitation, (a) by any governmental or regulatory authority for
      enforcement, cleanup, removal, response, remedial or other actions or
      damages and (b) by any governmental or regulatory authority or third party
      for damages, contribution, indemnification, cost recovery, compensation or
      injunctive relief.

            "Environmental Law" means any Federal, state, local or foreign
      statute, law, ordinance, rule, regulation, code, order, writ, judgment,
      injunction, decree or judicial or agency interpretation, policy or
      guidance relating to pollution or protection of the environment, health,
      safety or natural resources, including, without limitation, those relating
      to the use, handling, transportation, treatment, storage, disposal,
      release or discharge of Hazardous Materials.

            "Environmental Permit" means any permit, approval, identification
      number, license or other authorization required under any Environmental
      Law.

            "Equity Interests" means, with respect to any Person, shares of
      capital stock of (or other ownership or profit interests in) such Person,
      warrants, options or other rights for the purchase or other acquisition
      from such Person of shares of capital stock of (or other ownership or
      profit interests in) such Person, securities convertible into or
      exchangeable for shares of capital stock of (or other ownership or profit
      interests in) such Person or warrants, rights or options for the purchase
      or other acquisition from such Person of such shares (or such other
      interests), and other ownership or profit interests in such Person
      (including, without limitation, partnership, member or trust interests
      therein), whether voting or nonvoting, and whether or not such shares,
      warrants, options, rights or other interests are authorized or otherwise
      existing on any date of determination.
<PAGE>

                                       10


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

            "ERISA Affiliate" means any Person that for purposes of Title IV of
      ERISA is a member of the controlled group of any Loan Party, or under
      common control with any Loan Party, within the meaning of Section 414 of
      the Internal Revenue Code.

            "ERISA Event" means (a) (i) the occurrence of a reportable event,
      within the meaning of Section 4043 of ERISA, with respect to any Plan
      unless the 30-day notice requirement with respect to such event has been
      waived by the PBGC or (ii) the requirements of Section 4043(b) of ERISA
      apply with respect to a contributing sponsor, as defined in Section
      4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9),
      (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably
      expected to occur with respect to such Plan within the following 30 days;
      (b) the application for a minimum funding waiver with respect to a Plan;
      (c) the provision by the administrator of any Plan of a notice of intent
      to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including
      any such notice with respect to a plan amendment referred to in Section
      4041(e) of ERISA); (d) the cessation of operations at a facility of any
      Loan Party or any ERISA Affiliate in the circumstances described in
      Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any
      ERISA Affiliate from a Multiple Employer Plan during a plan year for which
      it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;
      (f) the conditions for imposition of a lien under Section 302(f) of ERISA
      shall have been met with respect to any Plan; (g) the adoption of an
      amendment to a Plan requiring the provision of security to such Plan
      pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of
      proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
      occurrence of any event or condition described in Section 4042 of ERISA
      that constitutes grounds for the termination of, or the appointment of a
      trustee to administer, such Plan.

            "Escrow Account" means the "Escrow Account", as defined in the
      Tranche 2 Term B Escrow Agreement.

            "Escrow Agent" means Morgan Stanley & Co. Incorporated in its
      capacity as escrow agent under the Tranche 2 Term B Escrow Agreement, and
      each of its successors and assigns as such thereunder.

            "Eurocurrency Liabilities" has the meaning specified in Regulation D
      of the Board of Governors of the Federal Reserve System, as in effect from
      time to time.

            "Eurodollar Lending Office" means, with respect to any Lender Party,
      the office of such Lender Party specified as its "Eurodollar Lending
      Office" opposite its name on Schedule I hereto or in the Assignment and
      Acceptance pursuant to which it became a Lender Party (or, if no such
      office is specified, its Domestic Lending Office), or such
<PAGE>

                                       11


      other office of such Lender Party as such Lender Party may from time to
      time specify to the Borrower and the Administrative Agent.

            "Eurodollar Rate" means, for any Interest Period for all Eurodollar
      Rate Advances comprising part of the same Borrowing, an interest rate per
      annum equal to the rate per annum obtained by dividing (a) the rate per
      annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
      appearing on Telerate Page 3750 (or any successor page) as the London
      interbank offered rate for deposits in U.S. dollars at 11:00 A.M. (London
      time) two Business Days before the first day of such Interest Period for a
      period equal to such Interest Period (provided that, if for any reason
      such rate is not available, the term "Eurodollar Rate" shall mean, for any
      Interest Period for all Eurodollar Rate Advances comprising part of the
      same Borrowing, the rate per annum (rounded upwards, if necessary, to the
      nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
      interbank offered rate for deposits in Dollars at approximately 11:00 A.M.
      (London time) two Business Days prior to the first day of such Interest
      Period for a term comparable to such Interest Period; provided, however,
      if more than one rate is specified on Reuters Screen LIBO Page, the
      applicable rate shall be the arithmetic mean of all such rates) by (b) a
      percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for
      such Interest Period.

            "Eurodollar Rate Advance" means an Advance that bears interest as
      provided in Section 2.06(a)(ii).

            "Eurodollar Rate Reserve Percentage" for any Interest Period for all
      Eurodollar Rate Advances comprising part of the same Borrowing means the
      reserve percentage applicable two Business Days before the first day of
      such Interest Period under regulations issued from time to time by the
      Board of Governors of the Federal Reserve System (or any successor) for
      determining the maximum reserve requirement (including, without
      limitation, any emergency, supplemental or other marginal reserve
      requirement) for a member bank of the Federal Reserve System in New York
      City with respect to liabilities or assets consisting of or including
      Eurocurrency Liabilities (or with respect to any other category of
      liabilities that includes deposits by reference to which the interest rate
      on Eurodollar Rate Advances is determined) having a term equal to such
      Interest Period.

            "Events of Default" has the meaning specified in Section 6.01.

            "Excess Cash Flow" means, for any period,

                  (a)   the sum of:

                        (i) Consolidated net income (or loss) of the Parent and
                  its Subsidiaries for such period plus
<PAGE>

                                       12


                        (ii) the aggregate amount of all non-cash charges
                  deducted in arriving at such Consolidated net income (or loss)
                  plus

                        (iii) if there was a net increase in Consolidated
                  Current Liabilities of the Parent and its Subsidiaries during
                  such period, the amount of such net increase plus

                        (iv) if there was a net decrease in Consolidated Current
                  Assets (excluding cash and Cash Equivalents) of the Parent and
                  its Subsidiaries during such period, the amount of such net
                  decrease less

                  (b)   the sum of:

                        (i) the aggregate amount of all non-cash credits
                  included in arriving at such Consolidated net income (or loss)
                  plus

                        (ii) if there was a net decrease in Consolidated Current
                  Liabilities of the Parent and its Subsidiaries during such
                  period, the amount of such net decrease plus

                        (iii) if there was a net increase in Consolidated
                  Current Assets (excluding cash and Cash Equivalents) of the
                  Parent and its Subsidiaries during such period, the amount of
                  such net increase plus

                        (iv) Capital Expenditures of the Parent and its
                  Subsidiaries during such period, provided, however, that such
                  Capital Expenditures are made in the telecommunications
                  industry or ancillary or related industry.

            "Existing Debt" means Debt of each Loan Party and its Subsidiaries
      outstanding immediately before giving effect to the consummation of the
      transactions contemplated by the Loan Documents.

            "Extraordinary Receipt" means any cash received by or paid to or for
      the account of any Person not in the ordinary course of business,
      including, without limitation, tax refunds, pension plan reversions,
      proceeds of insurance (other than proceeds of business interruption
      insurance to the extent such proceeds constitute compensation for lost
      earnings), condemnation awards (and payments in lieu thereof), indemnity
      payments and any purchase price adjustment received in connection with any
      purchase agreement; provided, however, that an Extraordinary Receipt shall
      not include cash receipts received from proceeds of insurance,
      condemnation awards (or payments in lieu thereof) or indemnity payments to
      the extent that such proceeds, awards or payments (A) in respect of loss
      or damage to equipment, fixed assets or real property are applied (or in
      respect of
<PAGE>

                                       13


      which expenditures were previously incurred) to replace or repair the
      equipment, fixed assets or real property in respect of which such proceeds
      were received in accordance with the terms of the Loan Documents, so long
      as such application is made within 12 months after the occurrence of such
      damage or loss or (B) are received by any Person in respect of any third
      party claim against such Person and applied to pay (or to reimburse such
      Person for its prior payment of) such claim and the costs and expenses of
      such Person with respect thereto or (C) are received by any Person by way
      of reimbursement or indemnification of such Person for costs and expenses
      incurred by such Person.

            "Facility" means the Tranche 1 Term B Facility or the Tranche 2 Term
      B Facility.

            "FCC" means the Federal Communications Commission, or any
      governmental agency succeeding to the functions thereof.

            "Federal Funds Rate" means, for any period, a fluctuating interest
      rate per annum equal for each day during such period to 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
      next preceding Business Day) by the Federal Reserve Bank of New York, or,
      if such rate is not so published for any day that is a Business Day, the
      average of the quotations for such day for such transactions received by
      the Administrative Agent from three Federal funds brokers of recognized
      standing selected by it.

            "Financing" has the meaning specified in the Preliminary Statements.

            "Fiscal Year" means a fiscal year of the Parent and its Consolidated
      Subsidiaries ending on December 31 in any calendar year.

            "Funded Debt" of any Person means Debt of such Person that by its
      terms matures more than one year after the date of its creation or matures
      within one year from such date but is renewable or extendible, at the
      option of such Person, to a date more than one year after such date or
      arises under a revolving credit or similar agreement that obligates the
      lender or lenders to extend credit during a period of more than one year
      after such date, including, without limitation, all amounts of Funded Debt
      of such Person required to be paid or prepaid within one year after the
      date of its creation.

            "GAAP" has the meaning specified in Section 1.03.

            "Guaranteed Obligations" has the meaning specified in Section
      7.01(a).

            "Guaranties" means the Parent Guaranty and the Subsidiary
      Guaranties.

            "Guarantors" means the Parent and the Subsidiary Guarantors.
<PAGE>

                                       14


            "Guaranty Supplement" has the meaning specified in Section 7.05.

            "Hazardous Materials" means (a) petroleum or petroleum products,
      by-products or breakdown products, radioactive materials,
      asbestos-containing materials, polychlorinated biphenyls and radon gas and
      (b) any other chemicals, materials or substances designated, classified or
      regulated as hazardous or toxic or as a pollutant or contaminant under any
      Environmental Law.

            "Hedge Agreements" means interest rate swap, cap or collar
      agreements, interest rate future or option contracts, currency swap
      agreements, currency future or option contracts and other hedging
      agreements.

            "Hedge Bank" means any Lender Party or an Affiliate of a Lender
      Party in its capacity as a party to a Secured Hedge Agreement.

            "Incur" means, with respect to any Debt, to incur, create, issue,
      assume, guarantee or otherwise become liable for or with respect to, or
      become responsible for, the payment of, contingently or otherwise, such
      Debt.

            "Indemnified Party" has the meaning specified in Section 9.04(b).

            "Information Memorandum" means the information memorandum dated
      March 2000 used by the Joint Lead Arrangers, in connection with the
      syndication of the Commitments.

            "Initial Extension of Credit" means the initial Borrowing hereunder.

            "Insufficiency" means, with respect to any Plan, the amount, if any,
      of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of
      ERISA.

            "Interest Coverage Ratio" means, at any date of determination, the
      ratio of (a) Consolidated EBITDA to (b) interest actually paid (net of
      interest income and funds in interest reserve account to service the 1997
      Senior Notes), in respect of, all Debt for Borrowed Money, in each case,
      of or by the Parent and its Subsidiaries during the two fiscal quarter
      periods ending on the last date of the most recently ended fiscal quarter.

            "Interest Period" means, for each Eurodollar Rate Advance comprising
      part of the same Borrowing, the period commencing on the date of such
      Eurodollar Rate Advance or the date of the Conversion of any Base Rate
      Advance into such Eurodollar Rate Advance, and ending on the last day of
      the period selected by the Borrower pursuant to the provisions below and,
      thereafter, each subsequent period commencing on the last day of the
      immediately preceding Interest Period and ending on the last day of the
      period
<PAGE>

                                       15


      selected by the Borrower pursuant to the provisions below. The duration of
      each such Interest Period shall be one, two, three or six months, as the
      Borrower may, upon notice received by the Administrative Agent not later
      than 11:00 A.M. (New York City time) on the third Business Day prior to
      the first day of such Interest Period, select; provided, however, that:

                  (a) the Borrower may not select any Interest Period with
            respect to any Eurodollar Rate Advance under a Facility that ends
            after any principal repayment installment date for such Facility
            unless, after giving effect to such selection, the aggregate
            principal amount of Base Rate Advances and of Eurodollar Rate
            Advances having Interest Periods that end on or prior to such
            principal repayment installment date for such Facility shall be at
            least equal to the aggregate principal amount of Advances under such
            Facility due and payable on or prior to such date;

                  (b) Interest Periods commencing on the same date for
            Eurodollar Rate Advances comprising part of the same Borrowing shall
            be of the same duration;

                  (c) whenever the last day of any Interest Period would
            otherwise occur on a day other than a Business Day, the last day of
            such Interest Period shall be extended to occur on the next
            succeeding Business Day, provided, however, that, if such extension
            would cause the last day of such Interest Period to occur in the
            next following calendar month, the last day of such Interest Period
            shall occur on the next preceding Business Day; and

                  (d) whenever the first day of any Interest Period occurs on a
            day of an initial calendar month for which there is no numerically
            corresponding day in the calendar month that succeeds such initial
            calendar month by the number of months equal to the number of months
            in such Interest Period, such Interest Period shall end on the last
            Business Day of such succeeding calendar month.

            "Internal Revenue Code" means the Internal Revenue Code of 1986, as
      amended from time to time, and the regulations promulgated and rulings
      issued thereunder.

            "Inventory" means all Inventory referred to in Section 1(b) of the
      Security Agreement.

            "Investment" in any Person means any loan or advance to such Person,
      any purchase or other acquisition of any Equity Interests or Debt or the
      assets comprising a division or business unit or a substantial part or all
      of the business of such Person, any capital contribution to such Person or
      any other direct or indirect investment in such Person, including, without
      limitation, any acquisition by way of a merger or consolidation and any
      arrangement pursuant to which the investor incurs Debt of the types
      referred to in clause (i) or (j) of the definition of "Debt" in respect of
      such Person.
<PAGE>

                                       16


            "Lender Party" means any Lender.

            "Lenders" means the Initial Lenders and each Person that shall
      become a Lender hereunder pursuant to Section 9.07 for so long as such
      Initial Lender or Person, as the case may be, shall be a party to this
      Agreement.

            "Lien" means any lien, security interest or other charge or
      encumbrance of any kind, or any other type of preferential arrangement,
      including, without limitation, the lien or retained security title of a
      conditional vendor and any easement, right of way or other encumbrance on
      title to real property.

            "Loan Documents" means (a) for purposes of this Agreement and the
      Notes and any amendment, supplement or modification hereof or thereof, (i)
      this Agreement, (ii) the Notes, (iii) the Collateral Documents, and (iv)
      the Tranche 2 Term B Escrow Agreement and (b) for purposes of the
      Collateral Documents and for all other purposes other than for purposes of
      this Agreement and the Notes, (i) this Agreement, (ii) the Notes, (iii)
      the Collateral Documents, (iv) each Secured Hedge Agreement, and (v) the
      Tranche 2 Term B Escrow Agreement.

            "Loan Parties" means the Borrower and the Guarantors.

            "Margin Stock" has the meaning specified in Regulation U.

            "Material Adverse Change" means any material adverse change in the
      business, condition (financial or otherwise), operations, performance,
      properties or prospects of the Parent and its Subsidiaries, taken as a
      whole.

            "Material Adverse Effect" means a material adverse effect on (a) the
      business, condition (financial or otherwise), operations, performance,
      properties or prospects of the Borrower and its Subsidiaries, taken as a
      whole, (b) the rights and remedies of the Administrative Agent or any
      Lender Party under any Loan Document or (c) the ability of any Loan Party
      to perform its Obligations under any Loan Document to which it is or is to
      be a party.

            "Material Contract" means, with respect to any Person, each contract
      to which such Person is a party involving aggregate consideration payable
      to or by such Person of $20,000,000 or more in any year or otherwise
      material to the business, condition (financial or otherwise), operations,
      performance, properties or prospects of such Person.

            "Moody's" means Moody's Investors Service, Inc.
<PAGE>

                                       17


            "Morgan Stanley" has the meaning specified in the recital of parties
      to this Agreement.

            "Mortgages" has the meaning specified in Section 5.01(l).

            "Mortgage Policies" has the meaning specified in Section 5.01(l)(A).

            "Multiemployer Plan" means a multiemployer plan, as defined in
      Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
      Affiliate is making or accruing an obligation to make contributions, or
      has within any of the preceding five plan years made or accrued an
      obligation to make contributions.

            "Multiple Employer Plan" means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
      Loan Party or any ERISA Affiliate and at least one Person other than the
      Loan Parties and the ERISA Affiliates or (b) was so maintained and in
      respect of which any Loan Party or any ERISA Affiliate could have
      liability under Section 4064 or 4069 of ERISA in the event such plan has
      been or were to be terminated.

            "Net Cash Proceeds" means, with respect to any sale, lease, transfer
      or other disposition of any asset by any Person (excluding Equity
      Interests), or any Extraordinary Receipt received by or paid to or for the
      account of any Person, the aggregate amount of cash received from time to
      time (whether as initial consideration or through payment or disposition
      of deferred consideration) by or on behalf of such Person in connection
      with such transaction after deducting therefrom only (without duplication)
      (a) reasonable and customary brokerage commissions, underwriting fees and
      discounts, legal fees and expenses, finder's fees and other similar fees
      and commissions and out-of-pocket costs and expenses, and (b) the amount
      of taxes payable in connection with or as a result of such transaction, in
      each case to the extent, but only to the extent, that the amounts so
      deducted are, at the time of receipt of such cash, actually paid to a
      Person that is not an Affiliate of such Person and are properly
      attributable to such transaction or to the asset that is the subject
      thereof; provided, however, that in the case of taxes that are deductible
      under clause (b) above but for the fact that, at the time of receipt of
      such cash, such taxes have not been actually paid or are not then payable,
      such Loan Party or such Subsidiary may deduct an amount (the "Reserved
      Amount") equal to the amount reserved in accordance with GAAP for such
      Loan Party's or such Subsidiary's reasonable estimate of such taxes, other
      than taxes for which such Loan Party or such Subsidiary is indemnified;
      provided further, however, that, at the time such taxes are paid, an
      amount equal to the amount, if any, by which the Reserved Amount for such
      taxes exceeds the amount of such taxes actually paid shall constitute "Net
      Cash Proceeds" of the type for which such taxes were reserved for all
      purposes hereunder; and provided further still, that Net Cash Proceeds
      from (x) the sale, lease, transfer or other disposition of any asset or
      (y) Extraordinary Receipts shall not include any amount of cash proceeds
      received in
<PAGE>

                                       18


      connection with such transaction or receipt, as the case may be, to the
      extent such cash proceeds are applied to replace the asset in respect of
      which such cash proceeds were received or are otherwise invested in such
      Persons business, so long as application is made within 360 days of the
      occurrence of such sale, lease, transfer or other disposition or receipt,
      as the case may be.

            "1997 Senior Notes" means those certain $200,000,000 11% Senior
      Notes due 2007, evidencing unsecured indebtedness issued by the Parent as
      more fully described in that certain Offering Memorandum of the Parent
      dated May 29, 1997, as exchanged pursuant to that Offer to Exchange all
      outstanding 11% Senior Notes due June 1, 2007 for registered 11% Senior
      Notes Due June 1, 2007.

            "Nonratable Assignment" means an assignment by a Lender Party
      pursuant to Section 9.07(a) of a portion of its rights and obligations
      under this Agreement, other than an assignment of a uniform, and not a
      varying, percentage of all of the rights and obligations of such Lender
      Party under and in respect of all of the Facilities.

            "Note" means a Tranche 1 Term B Note or a Tranche 2 Term B Note.

            "Notice of Borrowing" has the meaning specified in Section 2.02(a).

            "NPL" means the National Priorities List under CERCLA.

            "Obligation" means, with respect to any Person, any payment,
      performance or other obligation of such Person of any kind, including,
      without limitation, any liability of such Person on any claim, whether or
      not the right of any creditor to payment in respect of such claim is
      reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
      disputed, undisputed, legal, equitable, secured or unsecured, and whether
      or not such claim is discharged, stayed or otherwise affected by any
      proceeding referred to in Section 6.01(f). Without limiting the generality
      of the foregoing, the Obligations of any Loan Party under the Loan
      Documents include (a) the obligation to pay principal, interest, charges,
      expenses, fees, attorneys' fees and disbursements, indemnities and other
      amounts payable by such Loan Party under any Loan Document and (b) the
      obligation of such Loan Party to reimburse any amount in respect of any of
      the foregoing that any Lender Party, in its sole discretion, may elect to
      pay or advance on behalf of such Loan Party.

            "OECD" means the Organization for Economic Cooperation and
      Development.

            "Open Year" has the meaning specified in Section 4.01(r)(iii).

            "Other Taxes" has the meaning specified in Section 2.11(b).
<PAGE>

                                       19


            "Parent" has the meaning specified in the Preliminary Statements.

            "Parent Guaranty" means the guaranty of the Parent set forth in
      Article VII.

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

            "Permitted Encumbrances" has the meaning specified in the Mortgages.

            "Permitted Liens" means such of the following as to which no
      enforcement, collection, execution, levy or foreclosure proceeding shall
      have been commenced: (a) Liens for taxes, assessments and governmental
      charges or levies to the extent not required to be paid under Section
      5.01(b); (b) Liens imposed by law, such as materialmen's, mechanics',
      carriers', workmen's and repairmen's Liens and other similar Liens arising
      in the ordinary course of business securing obligations that are not
      overdue for a period of more than 30 days; (c) pledges or deposits to
      secure obligations under workers' compensation laws or similar legislation
      or to secure public or statutory obligations; and (d) Permitted
      Encumbrances.

            "Permitted Payment" shall mean any payments of, or any payments made
      in connection with or related to, a Redemption of the Convertible Debt
      Securities.

            "Person" means an individual, partnership, corporation (including a
      business trust), limited liability company, joint stock company, trust,
      unincorporated association, joint venture or other entity, or a government
      or any political subdivision or agency thereof.

            "Plan" means a Single Employer Plan or a Multiple Employer Plan.

            "Pledged Debt" has the meaning specified in the Security Agreement.

            "Post-Petition Interest" has the meaning specified in Section 7.06
      (b).

            "Pre-Commitment Information" means all of the written information
      provided by or on behalf of the Borrower to the Joint Lead Arrangers and
      the Lenders prior to the Joint Lead Arrangers executing the Commitment
      Letter.

            "Preferred Interests" means, with respect to any Person, Equity
      Interests issued by such Person that are entitled to a preference or
      priority over any other Equity Interests issued by such Person upon any
      distribution of such Person's property and assets, whether by dividend or
      upon liquidation.

            "Public Debt Rating" means, as of any date, the rate that has been
      most recently announced by S&P and Moody's for any class of non-credit
      enhanced long-term senior unsecured debt issued by the Parent.
<PAGE>

                                       20


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

            "Redeemable" means, with respect to any Equity Interest, any Debt or
      any other right or Obligation, any such Equity Interest, Debt, right or
      Obligation that (a) the issuer has undertaken to redeem at a fixed or
      determinable date or dates, whether by operation of a sinking fund or
      otherwise, or upon the occurrence of a condition not solely within the
      control of the issuer or (b) is redeemable at the option of the holder.

            "Redemption of the Convertible Debt Securities" shall mean (i) a
      redemption of the Convertible Debt Securities, in whole or in part, by the
      Parent pursuant to Article III of the Indenture with respect thereto or
      (ii) a purchase of the Convertible Debt Securities by the Parent, the
      Borrower or any Subsidiary pursuant to a tender offer or one or more
      privately negotiated transactions.

            "Register" has the meaning specified in Section 2.15(b).

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

            "Replaced Lender Party" has the meaning specified in Section
      2.11(g).

            "Replacement Effective Date" has the meaning specified in Section
      2.11(g).

            "Replacement Lender Party" has the meaning specified in Section
      2.11(g).

            "Required Lenders" means, at any time, Lenders owed or holding at
      least a majority in interest of the sum of (a) the aggregate principal
      amount of the Advances outstanding at such time and (b) the aggregate
      unused Commitments under the Facilities at such time; provided, however,
      that if any Lender shall be a Defaulting Lender at such time, there shall
      be excluded from the determination of Required Lenders at such time (A)
      the aggregate principal amount of the Advances owing to such Lender (in
      its capacity as a Lender) and outstanding at such time and (B) the
      aggregate unused Commitments of such Lender at such time.

            "Responsible Officer" means any officer of any Loan Party or any of
      its Subsidiaries.
<PAGE>

                                       21


            "Secured Hedge Agreement" means any Hedge Agreement required or
      permitted under Article V that is entered into by and between the Borrower
      and any Hedge Bank.

            "Secured Obligations" has the meaning specified in the Security
      Agreement.

            "Secured Parties" means the Agents, the Lender Parties and the Hedge
      Banks.

            "Security Agreement" has the meaning specified in Section
      3.01(a)(ii).

            "Single Employer Plan" means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
      Loan Party or any ERISA Affiliate and no Person other than the Loan
      Parties and the ERISA Affiliates or (b) was so maintained and in respect
      of which any Loan Party or any ERISA Affiliate could have liability under
      Section 4069 of ERISA in the event such plan has been or were to be
      terminated.

            "Solvent" and "Solvency" mean, with respect to any Person on a
      particular date, that on such date (a) the fair value of the property of
      such Person is greater than the total amount of liabilities, including,
      without limitation, contingent liabilities, of such Person, (b) the
      present fair salable value of the assets of such Person is not less than
      the amount that will be required to pay the probable liability of such
      Person on its debts as they become absolute and matured, (c) such Person
      does not intend to, and does not believe that it will, incur debts or
      liabilities beyond such Person's ability to pay such debts and liabilities
      as they mature and (d) such Person is not engaged in business or a
      transaction, and is not about to engage in business or a transaction, for
      which such Person's property would constitute an unreasonably small
      capital. The amount of contingent liabilities at any time shall be
      computed as the amount that, in the light of all the facts and
      circumstances existing at such time, represents the amount that can
      reasonably be expected to become an actual or matured liability.

            "S&P" means Standard & Poor's Ratings Services, a division of the
      McGraw-Hill Companies, Inc.

            "Subsidiary" of any Person means any corporation, partnership, joint
      venture, limited liability company, trust or estate of which (or in which)
      more than 50% of (a) the issued and outstanding capital stock having
      ordinary voting power to elect a majority of the Board of Directors of
      such corporation (irrespective of whether at the time capital stock of any
      other class or classes of such corporation shall or might have voting
      power upon the occurrence of any contingency), (b) the interest in the
      capital or profits of such partnership, joint venture or limited liability
      company or (c) the beneficial interest in such trust or estate is at the
      time directly or indirectly owned or controlled by such Person, by such
      Person and one or more of its other Subsidiaries or by one or more of such
      Person's other Subsidiaries.
<PAGE>

                                       22


            "Subsidiary Guarantors" means the Subsidiaries of the Borrower
      listed on Schedule II hereto and each other Subsidiary of the Borrower
      that shall be required to execute and deliver a guaranty pursuant to
      Section 5.01(j).

            "Subsidiary Guaranty" means the guaranty of the Subsidiary
      Guarantors set forth in Article VII.

            "Surviving Debt" means Debt of each Loan Party and its Subsidiaries
      outstanding immediately before and after giving effect to the transactions
      contemplated by the Loan Documents.

            "Syndication Agent" has the meaning specified in the recital of
      parties to this Agreement.

            "Tax Certificate" has the meaning specified in Section 5.03(k)

            "Taxes" has the meaning specified in Section 2.11(a).

            "Termination Date" means the earlier of (a) the date of termination
      in whole of the Commitments pursuant to Section 2.04 or 6.01 and (b)
      October 5, 2007; provided, however, that (x) if the Convertible Debt
      Securities are not converted or refinanced in full on terms and conditions
      reasonably satisfactory to the Lenders on or prior to April 15, 2006, the
      Termination Date shall be April 15, 2006 and (y) if the 1997 Senior Notes
      are not refinanced in full on terms and conditions reasonably satisfactory
      to the Lenders on or prior to April 15, 2007, the Termination Date shall
      be April 15, 2007.

            "Tranche 1 Term B Advance" has the meaning specified in Section
      2.01(a).

            "Tranche 1 Term B Borrowing" means a borrowing consisting of
      simultaneous Tranche 1 Term B Advances of the same Type made by the
      Tranche 1 Term B Lenders.

            "Tranche 1 Term B Commitment" means, with respect to any Tranche 1
      Term B Lender at any time, the amount set forth for such Lender in the
      Register maintained by the Administrative Agent pursuant to Section
      2.15(b) as such Lender's "Tranche 1 Term B Commitment", as such amount may
      be reduced at or prior to such time pursuant to Section 2.04.

            "Tranche 1 Term B Facility" means, at any time, the aggregate amount
      of the Tranche 1 Term B Lenders' Tranche 1 Term B Commitments at such
      time.

            "Tranche 1 Term B Lender" means any Lender that has a Tranche 1 Term
      B Commitment.
<PAGE>

                                       23


            "Tranche 1 Term B Note" means a promissory note of the Borrower
      payable to the order of any Tranche 1 Term B Lender, in substantially the
      form of Exhibit A-1 hereto, evidencing the indebtedness of the Borrower to
      such Lender resulting from the Tranche 1 Term B Advance made by such
      Lender, as amended.

            "Tranche 2 Term B Advance" has the meaning specified in Section
      2.01(b).

            "Tranche 2 Term B Borrowing" means a borrowing consisting of
      simultaneous Tranche 2 Term B Advances of the same Type made by the
      Tranche 2 Term B Lenders.

            "Tranche 2 Term B Commitment" means, with respect to any Tranche 2
      Term B Lender at any time, the amount set forth for such Lender in the
      Register maintained by the Administrative Agent pursuant to Section
      2.15(b) as such Lender's "Tranche 2 Term B Commitment", as such amount may
      be reduced at or prior to such time pursuant to Section 2.04.

            "Tranche 2 Term B Escrow Agreement" means the Tranche 2 Term B
      Escrow Agreement, dated as of April 5, 2000, between the Borrower, the
      Escrow Agent and the Administrative Agent, as the same may be amended to
      the extent permitted in accordance with the terms of the Loan Documents.

            "Tranche 2 Term B Facility" means, at any time, the aggregate amount
      of the Tranche 2 Term B Lenders' Tranche 2 Term B Commitments at such
      time.

            "Tranche 2 Term B Lender" means any Lender that has a Tranche 2 Term
      B Commitment.

            "Tranche 2 Term B Note" means a promissory note of any Borrower
      payable to the order of any Tranche 2 Term B Lender, in substantially the
      form of Exhibit A-2 hereto, evidencing the indebtedness of such Borrower
      to such Lender resulting from the Tranche 2 Term B Advance made by such
      Lender, as amended.

            "Transaction" means the Financing and the other transactions
      contemplated by the Loan Documents.

            "Type" refers to the distinction between Advances bearing interest
      at the Base Rate and Advances bearing interest at the Eurodollar Rate.

            "Voting Interests" means shares of capital stock issued by a
      corporation, or equivalent Equity Interests in any other Person, the
      holders of which are ordinarily, in the absence of contingencies, entitled
      to vote for the election of directors (or persons
<PAGE>

                                       24


      performing similar functions) of such Person, even if the right so to vote
      has been suspended by the happening of such a contingency.

            "Welfare Plan" means a welfare plan, as defined in Section 3(1) of
      ERISA, that is maintained for employees of any Loan Party or in respect of
      which any Loan Party could have liability.

            "Withdrawal Liability" has the meaning specified in Part I of
      Subtitle E of Title IV of ERISA.

            SECTION 1.02. Computation of Time Periods; Other Definitional
Provisions. In this Agreement and the other Loan Documents in the computation of
periods of time from a specified date to a later specified date, the word "from"
means "from and including" and the words "to" and "until" each mean "to but
excluding". References in the Loan Documents to any agreement or contract "as
amended" shall mean and be a reference to such agreement or contract as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with its terms.

            SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(g) ("GAAP").

                                  ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES

            SECTION 2.01. The Advances. (a) The Tranche 1 Term B Advances. Each
Tranche 1 Term B Lender severally agrees, on the terms and conditions
hereinafter set forth, to make a single advance (a "Tranche 1 Term B Advance")
to the Borrower on the Effective Date in an amount not to exceed such Lender's
Tranche 1 Term B Commitment at such time. The Tranche 1 Term B Borrowing shall
consist of Tranche 1 Term B Advances made simultaneously by the Tranche 1 Term B
Lenders ratably according to their Tranche 1 Term B Commitments. Amounts
borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.

            (b) The Tranche 2 Term B Advances. Each Tranche 2 Term B Lender
severally agrees, on the terms and conditions hereinafter set forth, to make a
single advance (a "Tranche 2 Term B Advance") to the Borrower on the Effective
Date in an amount not to exceed such Lender's Tranche 2 Term B Commitment at
such time. On the date the Tranche 2 Term B Advance is made, the Lenders shall
deposit such Tranche 2 Term B Advances in the Escrow Account (and thereafter to
be applied pursuant to the terms of the Tranche 2 Term B Escrow Agreement). The
Tranche 2 Term B Borrowing shall consist of Tranche 2 Term B Advances made
simultaneously by the Tranche 2 Term B Lenders ratably according to their
Tranche 2
<PAGE>

                                       25


Term B Commitments. Amounts borrowed under this Section 2.01(b) and repaid or
prepaid may not be reborrowed.

            SECTION 2.02. Making the Advances. (a) Each Borrowing shall be made
on notice, given not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of Eurodollar Rate Advances, or the first Business Day
prior to the date of the proposed Borrowing in the case of a Borrowing
consisting of Base Rate Advances, by the Borrower to the Administrative Agent,
which shall give to each Appropriate Lender prompt notice thereof by telex or
telecopier. Each such notice of a Borrowing (a "Notice of Borrowing") shall be
by telephone, confirmed immediately in writing, or telex or telecopier, in
substantially the form of Exhibit B hereto, specifying therein the requested (i)
date of such Borrowing, (ii) Facility under which such Borrowing is to be made,
(iii) Type of Advances comprising such Borrowing, (iv) aggregate amount of such
Borrowing and (v) in the case of a Borrowing consisting of Eurodollar Rate
Advances, initial Interest Period for each such Advance. Each Appropriate Lender
shall, before 11:00 A.M. (New York City time) on the date of such Borrowing,
make available for the account of its Applicable Lending Office to the
Administrative Agent at the Administrative Agent's Account, in same day funds,
such Lender's ratable portion of such Borrowing in accordance with the
respective Commitments under the applicable Facility of such Lender and the
other Appropriate Lenders. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available to the Borrower by
crediting the Borrower's Account.

            (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000
or if the obligation of the Lenders to make Eurodollar Rate Advances shall then
be suspended pursuant to Section 2.08 or 2.09 and (ii) the Advances may not be
outstanding as part of more than 5 separate Borrowings.

            (c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Appropriate Lender against any loss, cost or expense incurred by
such Lender as a result of any failure to fulfill on or before the date
specified in such Notice of Borrowing for such Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss
(including loss of any interest that, but for such failure, such Lender would
have earned with respect to such principal amount, reduced, if such Lender is
able to redeposit or reinvest such principal amount, by interest earned by such
Lender as a result of such redeposit or reinvestment), cost or expense incurred
by reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to fund the Advance to be made by such Lender as part of such
Borrowing when such Advance, as a result of such failure, is not made on such
date.
<PAGE>

                                       26


            (d) Unless the Administrative Agent shall have received notice from
an Appropriate Lender prior to the date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's ratable portion of
such Borrowing, the Administrative Agent may assume that such Lender has made
such portion available to the Administrative Agent on the date of such Borrowing
in accordance with subsection (a) of this Section 2.02 and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount. If and to the extent that such Lender shall
not have so made such ratable portion available to the Administrative Agent,
such Lender and the Borrower severally agree to repay or pay to the
Administrative Agent forthwith on demand such corresponding amount and to pay
interest thereon, for each day from the date such amount is made available to
the Borrower until the date such amount is repaid or paid to the Administrative
Agent, at (i) in the case of the Borrower, the interest rate applicable at such
time under Section 2.06 to Advances comprising such Borrowing and (ii) in the
case of such Lender, the Federal Funds Rate. If such Lender shall pay to the
Administrative Agent such corresponding amount, such amount so paid shall
constitute such Lender's Advance as part of such Borrowing for all purposes.

            (e) The failure of any Lender to make the Advance to be made by it
as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Advance on the date of such Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the
Advance to be made by such other Lender on the date of any Borrowing.

            SECTION 2.03. Repayment of Advances. (a) Tranche 1 Term B Advances.
The Borrower shall repay to the Administrative Agent for the ratable account of
the Tranche 1 Term B Lenders the aggregate outstanding principal amount of the
Tranche 1 Term B Advances on the following dates in the amounts indicated (which
amount shall be reduced as a result of the application of prepayments in
accordance with Section 2.05).

                  -------------------------------------------
                          Date                 Amount
                  -------------------------------------------
                  June 30, 2000               $ 250,000
                  -------------------------------------------
                  September 30, 2000          $ 250,000
                  -------------------------------------------
                  December 31, 2000           $ 250,000
                  -------------------------------------------
                  March 31, 2001              $ 250,000
                  -------------------------------------------
                  June 30, 2001               $ 250,000
                  -------------------------------------------
                  September 30, 2001          $ 250,000
                  -------------------------------------------
                  December 31, 2001           $ 250,000
                  -------------------------------------------
<PAGE>

                                       27


                  -------------------------------------------
                  March 31, 2002              $ 250,000
                  -------------------------------------------
                  June 30, 2002               $ 250,000
                  -------------------------------------------
                  September 30, 2002          $ 250,000
                  -------------------------------------------
                  December 31, 2002           $ 250,000
                  -------------------------------------------
                  March 31, 2003              $ 250,000
                  -------------------------------------------
                  June 30, 2003               $ 250,000
                  -------------------------------------------
                  September 30, 2003          $ 250,000
                  -------------------------------------------
                  December 31, 2003           $ 250,000
                  -------------------------------------------
                  March 31, 2004              $ 250,000
                  -------------------------------------------
                  June 30, 2004               $ 250,000
                  -------------------------------------------
                  September 30, 2004          $ 250,000
                  -------------------------------------------
                  December 31, 2004           $ 250,000
                  -------------------------------------------
                  March 31, 2005              $ 250,000
                  -------------------------------------------
                  June 30, 2005               $ 250,000
                  -------------------------------------------
                  September 30, 2005          $ 250,000
                  -------------------------------------------
                  December 31, 2005           $ 250,000
                  -------------------------------------------
                  March 31, 2006              $ 250,000
                  -------------------------------------------
                  June 30, 2006               $ 250,000
                  -------------------------------------------
                  September 30, 2006          $ 250,000
                  -------------------------------------------
                  December 31, 2006        $ 23,375,000
                  -------------------------------------------
                  March 31, 2007           $ 23,375,000
                  -------------------------------------------
                  June 30, 2007            $ 23,375,000
                  -------------------------------------------
                  Termination Date         $ 23,375,000
                  -------------------------------------------

provided, however, that the final principal installment shall be repaid on the
Termination Date and in any event shall be in an amount equal to the aggregate
principal amount of the Tranche 1 Term B Advances outstanding on such date.
<PAGE>

                                       28


            (b) Tranche 2 Term B Advances. The Borrower shall repay to the
Administrative Agent for the ratable account of the Tranche 2 Term B Lenders the
aggregate outstanding principal amount of the Tranche 2 Term B Advances on the
following dates in the amounts indicated (which amounts shall be reduced as a
result of the application of prepayments in accordance with the order of
priority set forth in Section 2.05):

                  -------------------------------------------
                          Date                 Amount
                  -------------------------------------------
                  June 30, 2000               $ 150,000
                  -------------------------------------------
                  September 30, 2000          $ 150,000
                  -------------------------------------------
                  December 31, 2000           $ 150,000
                  -------------------------------------------
                  March 31, 2001              $ 150,000
                  -------------------------------------------
                  June 30, 2001               $ 150,000
                  -------------------------------------------
                  September 30, 2001          $ 150,000
                  -------------------------------------------
                  December 31, 2001           $ 150,000
                  -------------------------------------------
                  March 31, 2002              $ 150,000
                  -------------------------------------------
                  June 30, 2002               $ 150,000
                  -------------------------------------------
                  September 30, 2002          $ 150,000
                  -------------------------------------------
                  December 31, 2002           $ 150,000
                  -------------------------------------------
                  March 31, 2003              $ 150,000
                  -------------------------------------------
                  June 30, 2003               $ 150,000
                  -------------------------------------------
                  September 30, 2003          $ 150,000
                  -------------------------------------------
                  December 31, 2003           $ 150,000
                  -------------------------------------------
                  March 31, 2004              $ 150,000
                  -------------------------------------------
                  June 30, 2004               $ 150,000
                  -------------------------------------------
                  September 30, 2004          $ 150,000
                  -------------------------------------------
                  December 31, 2004           $ 150,000
                  -------------------------------------------
                  March 31, 2005              $ 150,000
                  -------------------------------------------
<PAGE>

                                       29


                  -------------------------------------------
                  June 30, 2005               $ 150,000
                  -------------------------------------------
                  September 30, 2005          $ 150,000
                  -------------------------------------------
                  December 31, 2005           $ 150,000
                  -------------------------------------------
                  March 31, 2006              $ 150,000
                  -------------------------------------------
                  June 30, 2006               $ 150,000
                  -------------------------------------------
                  September 30, 2006          $ 150,000
                  -------------------------------------------
                  December 31, 2006        $ 14,025,000
                  -------------------------------------------
                  March 31, 2007           $ 14,025,000
                  -------------------------------------------
                  June 30, 2007            $ 14,025,000
                  -------------------------------------------
                  Termination Date         $ 14,025,000
                  -------------------------------------------

provided, however, that the final principal installment shall be repaid on the
Termination Date and in any event shall be in an amount equal to the aggregate
principal amount of the Tranche 2 Term B Advances outstanding on such date.

            SECTION 2.04. Termination or Reduction of the Commitments. (a)
Optional. The Borrower may, upon at least five Business Days' notice to the
Administrative Agent, terminate in whole or reduce in part the unused portions
of the Tranche 1 Term B Commitments and the Tranche 2 Term B Commitments;
provided, however, that each partial reduction of a Facility (i) shall be in an
aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof and (ii) shall be made ratably among the Lenders in accordance with
their Commitments with respect to such Facility.

            (b) Mandatory. At the close of business on the Effective Date, the
Tranche 1 Term B Commitments and the Tranche 2 Term B Commitments shall be
reduced to zero.

            SECTION 2.05. Prepayments. (a) Optional. The Borrower may, upon at
least one Business Day's notice in the case of Base Rate Advances and three
Business Days' notice in the case of Eurodollar Rate Advances, in each case to
the Administrative Agent stating the proposed date and aggregate principal
amount of the prepayment, and if such notice is given the borrower shall, prepay
the outstanding aggregate principal amount of the Advances comprising part of
the same Borrowing in whole or ratably in part, together with accrued interest
to the date of such prepayment on the aggregate principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate
principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof and (y) if any prepayment of a Eurodollar Rate Advance is made on a date
other than the last day of an Interest Period for such Advance, the Borrower
<PAGE>

                                       30


shall also pay any amounts owing pursuant to Section 9.04(c). Each such
prepayment of any Advances shall be applied to the installments thereof on a pro
rata basis; provided further that (i) on or before the twelve-month anniversary
of the Effective Date, any prepayment of Advances pursuant to this Section
2.05(a) shall be made at 103% of par, (ii) after the twelve-month anniversary
and on or before the eighteen-month anniversary of the Effective Date, any
prepayment of Advances pursuant to this Section 2.05(a) shall be made at 102% of
par, (iii) after the eighteen-month anniversary and on or before the twenty-four
month anniversary of the Effective Date, any prepayment of Advances pursuant to
this Section 2.05(a) shall be made at 101.5% of par, (iv) after the twenty-four
month anniversary and on or before the thirty month anniversary of the Effective
Date, any prepayment of Advances pursuant to this Section 2.05(a) shall be made
at 101% of par, (v) after the thirty-month anniversary and on or before the
thirty-six month anniversary of the Effective Date, any prepayment of Advances
pursuant to Section 2.05(a) shall be made at 100.5% of par and (vi) thereafter,
any prepayment of Advances shall be made at 100% of par.

            (b) Mandatory. (i) The Borrower shall, on the 90th day following the
end of each Fiscal Year commencing with the 2001 Fiscal Year, prepay an
aggregate principal amount of the Advances comprising part of the same
Borrowings in an amount equal to the amount of Excess Cash Flow in excess of
$10,000,000 for such Fiscal Year. Each such prepayment shall be applied ratably
to each Facility and to the installments thereof on a pro rata basis.

            (ii) The Borrower shall, within two Business Days of receipt of the
Net Cash Proceeds by the Borrower or any of its Subsidiaries from (A) the sale,
lease, transfer or other disposition of any assets of the Borrower or any of its
Subsidiaries (other than leases in the ordinary course of business or any sale,
lease, transfer or other disposition of assets pursuant to clause (i), (ii),
(iv) or (v) of Section 5.02(e)) and (B) any Extraordinary Receipt received by or
paid to or for the account of the Borrower or any of its Subsidiaries and not
otherwise included in clause (A) above, prepay an aggregate principal amount of
the Advances comprising part of the same Borrowings in an amount equal to the
amount of such Net Cash Proceeds. Each such prepayment shall be applied ratably
to each Facility and to the installments thereof on a pro rata basis.

            (iii) All prepayments under this subsection (b) shall be made
together with accrued interest to the date of such prepayment on the principal
amount prepaid.

            SECTION 2.06. Interest. (a) Scheduled Interest. The Borrower shall
pay interest on the unpaid principal amount of each Advance owing to each Lender
from the date of such Advance until such principal amount shall be paid in full,
at the following rates per annum:

            (i) Base Rate Advances. During such periods as such Advance is a
      Base Rate Advance, a rate per annum equal at all times to the sum of (A)
      the Base Rate in effect from time to time plus (B) the Applicable Margin
      in effect from time to time, payable in
<PAGE>

                                       31


      arrears quarterly on the last day of each March, June, September and
      December during such periods and on the date such Base Rate Advance shall
      be Converted or paid in full.

            (ii) Eurodollar Rate Advances. During such periods as such Advance
      is a Eurodollar Rate Advance, a rate per annum equal at all times during
      each Interest Period for such Advance to the sum of (A) the Eurodollar
      Rate for such Interest Period for such Advance plus (B) the Applicable
      Margin in effect on the first day of such Interest Period, payable in
      arrears on the last day of such Interest Period and, if such Interest
      Period has a duration of more than three months, on each day that occurs
      during such Interest Period every three months from the first day of such
      Interest Period and on the date such Eurodollar Rate Advance shall be
      Converted or paid in full.

            (b) Default Interest. Upon the occurrence and during the continuance
of a Default, the Borrower shall pay interest on (i) the unpaid principal amount
of each Advance owing to each Lender, payable in arrears on the dates referred
to in clause (a)(i) or (a)(ii) above and on demand, at a rate per annum equal at
all times to 2% per annum above the rate per annum required to be paid on such
Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest
extent permitted by law, the amount of any interest, fee or other amount payable
under the Loan Documents that is not paid when due, from the date such amount
shall be due until such amount shall be paid in full, payable in arrears on the
date such amount shall be paid in full and on demand, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be paid, in
the case of interest, on the Type of Advance on which such interest has accrued
pursuant to clause (a)(i) or (a)(ii) above and, in all other cases, on Base Rate
Advances pursuant to clause (a)(i) above.

            (c) Notice of Interest Period and Interest Rate. Promptly after
receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of
Conversion pursuant to Section 2.08 or a notice of selection of an Interest
Period pursuant to the terms of the definition of "Interest Period", the
Administrative Agent shall give notice to the Borrower and each Lender of the
applicable Interest Period and the applicable interest rate determined by the
Administrative Agent for purposes of clause (a)(i) or (a)(ii) above.

            SECTION 2.07. Fees. The Borrower shall pay to the Administrative
Agent for its own account such fees as may from time to time be agreed between
the Borrower and the Administrative Agent.

            SECTION 2.08. Conversion of Advances. (a) Optional. The Borrower may
on any Business Day, upon notice given to the Administrative Agent not later
than 11:00 A.M. (New York City time) on the third Business Day prior to the date
of the proposed Conversion and subject to the provisions of Section 2.09,
Convert all or any portion of the Advances of one Type comprising the same
Borrowing into Advances of the other Type; provided, however, that any
Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such Eurodollar Rate Advances,
any Conversion of Base Rate
<PAGE>

                                       32


Advances into Eurodollar Rate Advances shall be in an amount not less than the
minimum amount specified in Section 2.02(b), no Conversion of any Advances shall
result in more separate Borrowings than permitted under Section 2.02(b) and each
Conversion of Advances comprising part of the same Borrowing under any Facility
shall be made ratably among the Appropriate Lenders in accordance with their
Commitments under such Facility. Each such notice of Conversion shall, within
the restrictions specified above, specify (i) the date of such Conversion, (ii)
the Advances to be Converted and (iii) if such Conversion is into Eurodollar
Rate Advances, the duration of the initial Interest Period for such Advances.
Each notice of Conversion shall be irrevocable and binding on the Borrower.

            (b) Mandatory. (i) On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising any Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $10,000,000, such
Advances shall automatically Convert into Base Rate Advances.

            (ii) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Lenders,
whereupon each such Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance.

            (iii) Upon the occurrence and during the continuance of any Default,
(x) each Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance and (y) the
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended.

            SECTION 2.09. Increased Costs, Etc. (a) If, due to either (i) the
introduction of or any change (other than any change by way of imposition or
increase of reserve requirements included in the Eurodollar Rate Reserve
Percentage) in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender Party of agreeing to make or of making,
funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this
Section 2.09, any such increased costs resulting from (x) Taxes or Other Taxes
(as to which Section 2.11 shall govern) and (y) changes in the basis of taxation
of overall net income or overall gross income by the United States or by the
foreign jurisdiction or state under the laws of which such Lender Party is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
Party (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender Party additional amounts
sufficient to compensate such Lender Party for such increased cost; provided,
however, that a Lender Party claiming additional amounts under this Section
2.09(a) agrees to use reasonable efforts (consistent with internal policy and
legal and regulatory restrictions) to designate a different Applicable Lending
Office if the making of such a designation would avoid the need for, or reduce
the amount of, such increased cost that may thereafter accrue and would
<PAGE>

                                       33


not, in the reasonable judgment of such Lender Party, be otherwise
disadvantageous to such Lender Party. A certificate as to the amount of such
increased cost, submitted to the Borrower by such Lender Party, shall be
conclusive and binding for all purposes, absent manifest error.

            (b) If, due to either (i) the introduction of or any change in or in
the interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other governmental authority
(whether or not having the force of law), there shall be any increase in the
amount of capital required or expected to be maintained by any Lender Party or
any corporation controlling such Lender Party as a result of or based upon the
existence of such Lender Party's commitment to lend hereunder and other
commitments of such type, then, upon demand by such Lender Party or such
corporation (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to the Administrative Agent for the account of such Lender
Party, from time to time as specified by such Lender Party, additional amounts
sufficient to compensate such Lender Party in the light of such circumstances,
to the extent that such Lender Party reasonably determines such increase in
capital to be allocable to the existence of such Lender Party's commitment to
lend hereunder. A certificate as to such amounts submitted to the Borrower by
such Lender Party shall be conclusive and binding for all purposes, absent
manifest error.

            (c) If, with respect to any Eurodollar Rate Advances under any
Facility, Lenders owed at least a majority of the then aggregate unpaid
principal amount thereof notify the Administrative Agent that the Eurodollar
Rate for any Interest Period for such Advances will not adequately reflect the
cost to such Lenders of making, funding or maintaining their Eurodollar Rate
Advances for such Interest Period, the Administrative Agent shall forthwith so
notify the Borrower and the Appropriate Lenders, whereupon (i) each such
Eurodollar Rate Advance under such Facility will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance
and (ii) the obligation of the Appropriate Lenders to make, or to Convert
Advances into, Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower that such Lenders have determined
that the circumstances causing such suspension no longer exist.

            (d) Notwithstanding any other provision of this Agreement, if the
introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other governmental
authority shall assert that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder,
then, on notice thereof and demand therefor by such Lender to the Borrower
through the Administrative Agent, (i) each Eurodollar Rate Advance under each
Facility under which such Lender has a Commitment will automatically, upon such
demand, Convert into a Base Rate Advance and (ii) the obligation of the
Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances causing such
suspension no longer exist; provided, however, that, before making any such
demand, such Lender agrees to use reasonable
<PAGE>

                                       34


efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Eurodollar Lending Office if the making
of such a designation would allow such Lender or its Eurodollar Lending Office
to continue to perform its obligations to make Eurodollar Rate Advances or to
continue to fund or maintain Eurodollar Rate Advances and would not, in the
judgment of such Lenders, be otherwise disadvantageous to such Lender.

            SECTION 2.10. Payments and Computations. (a) The Borrower shall make
each payment hereunder and under the Notes, irrespective of any right of
counterclaim or set-off (except as otherwise provided in Section 2.14), not
later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars
to the Administrative Agent at the Administrative Agent's Account in same day
funds, with payments being received by the Administrative Agent after such time
being deemed to have been received on the next succeeding Business Day. The
Administrative Agent will promptly thereafter cause like funds to be distributed
(i) if such payment by the Borrower is in respect of principal, interest,
commitment fees or any other Obligation then payable hereunder and under the
Notes to more than one Lender Party, to such Lender Parties for the account of
their respective Applicable Lending Offices ratably in accordance with the
amounts of such respective Obligations then payable to such Lender Parties and
(ii) if such payment by the Borrower is in respect of any Obligation then
payable hereunder to one Lender Party, to such Lender Party for the account of
its Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 9.07(d), from and after the effective date of such Assignment and
Acceptance, the Administrative Agent shall make all payments hereunder and under
the Notes in respect of the interest assigned thereby to the Lender Party
assignee thereunder, and the parties to such Assignment and Acceptance shall
make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.

            (b) The Borrower hereby authorizes each Lender Party, if and to the
extent payment owed to such Lender Party is not made when due hereunder or, in
the case of a Lender, under the Note held by such Lender, to charge from time to
time against any or all of the Borrower's accounts with such Lender Party any
amount so due.

            (c) All computations of interest based on the Base Rate and fees
shall be made by the Administrative Agent on the basis of a year of 365 or 366
days, as the case may be, and all computations of interest based on the
Eurodollar Rate and of fees shall be made by the Administrative Agent on the
basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest, fees or commissions are payable. Each determination by the
Administrative Agent of an interest rate, fee or commission hereunder shall be
conclusive and binding for all purposes, absent manifest error.

            (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding
<PAGE>

                                       35


Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or commitment fee, as the case may be;
provided, however, that, if such extension would cause payment of interest on or
principal of Eurodollar Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.

            (e) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to any Lender Party
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each such Lender Party
on such due date an amount equal to the amount then due such Lender Party. If
and to the extent the Borrower shall not have so made such payment in full to
the Administrative Agent, each such Lender Party shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
Party together with interest thereon, for each day from the date such amount is
distributed to such Lender Party until the date such Lender Party repays such
amount to the Administrative Agent, at the Federal Funds Rate.

            (f) If the Administrative Agent receives funds for application to
the Obligations under the Loan Documents under circumstances for which the Loan
Documents do not specify the Advances or the Facility to which, or the manner in
which, such funds are to be applied, the Administrative Agent may, but shall not
be obligated to, elect to distribute such funds to each Lender Party ratably in
accordance with such Lender Party's proportionate share of the principal amount
of all outstanding Advances, in repayment or prepayment of such of the
outstanding Advances or other Obligations owed to such Lender Party, and for
application to such principal installments, as the Administrative Agent shall
direct.

            SECTION 2.11. Taxes. (a) Any and all payments by or for the account
of any Loan Party hereunder, or in respect of the Notes or any other Loan
Document, shall be made, in accordance with Section 2.10, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Lender Party and each Agent, taxes that are
imposed on its overall net income by the United States and taxes that are
imposed on its overall net income (and franchise taxes imposed in lieu thereof)
by the state or foreign jurisdiction under the laws of which such Lender Party
or such Agent, as the case may be, is organized or any political subdivision
thereof and, in the case of each Lender Party, taxes that are imposed on its
overall net income (and franchise taxes imposed in lieu thereof) by the state or
foreign jurisdiction of such Lender Party's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Notes being hereinafter referred to as "Taxes"). If a
Loan Party shall be required by law to deduct any Taxes from or in respect of
any sum payable hereunder or under any Note or other Loan Documents to any
Lender Party or any Agent, (i) the sum payable by such Loan Party shall be
increased as may be necessary so that after such Loan Party and the
Administrative Agent have made all required deductions (including deductions
<PAGE>

                                       36


applicable to additional sums payable under this Section 2.11) such Lender Party
or such Agent, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Loan Party shall make
all such deductions and (iii) such Loan Party shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.

            (b) In addition, each Loan Party shall pay any present or future
stamp, documentary, excise, property or similar taxes, charges or levies that
arise from any payment made hereunder or under the Notes or other Loan Documents
or from the execution, delivery or registration of, performance under, or
otherwise with respect to, this Agreement, the Notes or any other Loan Document
(hereinafter referred to as "Other Taxes").

            (c) Each Loan Party shall indemnify each Lender Party and each Agent
for and hold them harmless against the full amount of Taxes and Other Taxes, and
for the full amount of taxes of any kind imposed by any jurisdiction on amounts
payable under this Section 2.11, imposed on or paid by such Lender Party or such
Agent (as the case may be) and any liability (including penalties, additions to
tax, interest and expenses) arising therefrom or with respect thereto. This
indemnification shall be made within 30 days from the date such Lender Party or
such Agent (as the case may be) makes written demand therefor.

            (d) Within 30 days after the date of any payment of Taxes, the
relevant Loan Party shall furnish to the Administrative Agent, at its address
referred to in Section 9.02, the original or a certified copy of a receipt
evidencing such payment. In the case of any payment hereunder or under the Notes
or other Loan Documents by or on behalf of such Loan Party through an account or
branch outside the United States or by or on behalf of such Loan Party by a
payor that is not a United States person, if such Loan Party determines that no
Taxes are payable in respect thereof, such Loan Party shall furnish, or shall
cause such payor to furnish, to the Administrative Agent, at such address, an
opinion of counsel acceptable to the Administrative Agent stating that such
payment is exempt from Taxes. For purposes of subsections (d) and (e) of this
Section 2.11, the terms "United States" and "United States person" shall have
the meanings specified in Section 7701 of the Internal Revenue Code.

            (e) Each Lender Party organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Lender, as the case may
be, and on the date of the Assignment and Acceptance pursuant to which it
becomes a Lender Party in the case of each other Lender Party, and from time to
time thereafter as requested in writing by the relevant Loan Party (but only so
long thereafter as such Lender Party remains lawfully able to do so), provide
each of the Administrative Agent and each Loan Party with two original Internal
Revenue Service forms 1001, 4224 or W-8ECI or W-8 or W-8BEN (and, if such Lender
Party delivers a form W-8 or W-8BEN, a certificate representing that such Lender
Party is not a "bank" for purposes of Section 881(c) of the Internal Revenue
Code, is not a 10-percent shareholder, within the meaning of Section
871(h)(3)(B) of the Internal Revenue Code, of the Loan Party and is not a
controlled
<PAGE>

                                       37


foreign corporation related to the Loan Party, within the meaning of Section
864(d)(4) of the Internal Revenue Code), as appropriate, or any successor or
other form prescribed by the Internal Revenue Service, certifying that such
Lender Party is exempt from or entitled to a reduced rate of United States
withholding tax on payments pursuant to this Agreement or the Notes (or, in the
case of a Lender Party providing a form W-8 or W-8BEN, certifying that such
Lender Party is a foreign corporation, partnership, estate or trust). If the
forms provided by a Lender Party at the time such Lender Party first becomes a
party to this Agreement indicate a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from Taxes unless and until such Lender Party provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes for periods governed by such
forms; provided, however, that if, at the effective date of the Assignment and
Acceptance pursuant to which a Lender Party becomes a party to this Agreement,
the Lender Party assignor was entitled to payments under subsection (a) of this
Section 2.11 in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender Party assignee on such date. If any form
or document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service form 1001,
4224, W-8, W-8BEN or W-8ECI (or the related certificate described above), that
the Lender Party reasonably considers to be confidential, the Lender Party shall
give notice thereof to the Loan Party and shall not be obligated to include in
such form or document such confidential information.

            (f) For any period with respect to which a Lender Party has failed
to provide the relevant Loan Party with the appropriate form described in
subsection (e) above (other than if such failure is due to a change in law
occurring after the date on which a form originally was required to be provided
or if such form otherwise is not required under subsection (e) above), such
Lender Party shall not be entitled to indemnification under subsection (a) or
(c) of this Section 2.11 with respect to Taxes imposed by reason of such
failure; provided, however, that should a Lender Party become subject to Taxes
because of its failure to deliver a form required hereunder, the relevant Loan
Party shall take such steps as such Lender Party shall reasonably request to
assist such Lender Party to recover such Taxes.

            (g) The Loan Party may replace any Lender Party that has requested
additional amounts under this Section 2.11, by written notice to such Lender
Party and the Administrative Agent and identifying one or more persons each of
which shall be reasonably acceptable to the Administrative Agent (each, a
"Replacement Lender Party", and collectively, the "Replacement Lender Parties")
to replace such Lender Party (the "Replaced Lender Party"); provided that (I)
the notice from such Loan Party to the Replaced Lender Party and the
Administrative Agent provided for herein above shall specify an effective date
for such replacement (the "Replacement Effective Date"), which shall be at least
five (5) Business Days after such notice is given and (ii) as of the relevant
Replacement Effective Date, each
<PAGE>

                                       38


Replacement Lender Party shall enter into an Assignment and Acceptance with the
Replaced Lender Party pursuant to Section 9.07(a) (but shall not be required to
pay the processing fee otherwise payable to the Administrative Agent pursuant to
Section 9.07(a)), pursuant to which such Replacement Lender Parties collectively
shall acquire, in such proportion among them as they may agree with such Loan
Party and the Administrative Agent, all (but not less than all) of the
Commitments and outstanding Advances of the Replaced Lender Party, and, in
connection therewith, shall pay to the Replaced Lender Party, as the purchase
price in respect thereof, an amount equal to the sum as of the Replacement
Effective Date, without duplication, of (x) the unpaid principal amount of, and
all accrued but unpaid interest on, all outstanding Advances of the Replaced
Lender Party and (y) the Replaced Lender Party's ratable share of all accrued
but unpaid fees owing to the Replaced Lender Party hereunder.

            SECTION 2.12. Sharing of Payments, Etc. If any Lender Party shall
obtain at any time any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise, other than as a result of an
assignment pursuant to Section 9.07) (a) on account of Obligations due and
payable to such Lender Party hereunder and under the Notes at such time in
excess of its ratable share (according to the proportion of (i) the amount of
such Obligations due and payable to such Lender Party at such time to (ii) the
aggregate amount of the Obligations due and payable to all Lender Parties
hereunder and under the Notes at such time) of payments on account of the
Obligations due and payable to all Lender Parties hereunder and under the Notes
at such time obtained by all the Lender Parties at such time or (b) on account
of Obligations owing (but not due and payable) to such Lender Party hereunder
and under the Notes at such time in excess of its ratable share (according to
the proportion of (i) the amount of such Obligations owing to such Lender Party
at such time to (ii) the aggregate amount of the Obligations owing (but not due
and payable) to all Lender Parties hereunder and under the Notes at such time)
of payments on account of the Obligations owing (but not due and payable) to all
Lender Parties hereunder and under the Notes at such time obtained by all of the
Lender Parties at such time, such Lender Party shall forthwith purchase from the
other Lender Parties such interests or participating interests in the
Obligations due and payable or owing to them, as the case may be, as shall be
necessary to cause such purchasing Lender Party to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender Party, such
purchase from each other Lender Party shall be rescinded and such other Lender
Party shall repay to the purchasing Lender Party the purchase price to the
extent of such Lender Party's ratable share (according to the proportion of (i)
the purchase price paid to such Lender Party to (ii) the aggregate purchase
price paid to all Lender Parties) of such recovery together with an amount equal
to such Lender Party's ratable share (according to the proportion of (i) the
amount of such other Lender Party's required repayment to (ii) the total amount
so recovered from the purchasing Lender Party) of any interest or other amount
paid or payable by the purchasing Lender Party in respect of the total amount so
recovered; provided, further, that, so long as the Obligations under the Loan
Documents shall not have been accelerated, any excess payment received by an
Appropriate Lender shall be shared on a pro rata basis only with other
Appropriate Lenders. The Borrower agrees that any Lender Party so purchasing an
interest or participating interest from another
<PAGE>

                                       39


Lender Party pursuant to this Section 2.12 may, to the fullest extent permitted
by law, exercise all its rights of payment (including the right of set-off) with
respect to such interest or participating interest, as the case may be, as fully
as if such Lender Party were the direct creditor of the Borrower in the amount
of such interest or participating interest, as the case may be.

            SECTION 2.13. Use of Proceeds. The proceeds of (i) the Tranche 1
Term B Advances shall be available (and the Borrower agrees that it shall use
such proceeds) solely to effect the Financing (including financing the build-out
of the collocation and data services businesses), pay transaction fees and
expenses, refinance certain Existing Debt and for other general corporate
purposes and (ii) the Tranche 2 Term B Advances shall be available (and the
Borrower agrees that it shall use such proceeds) solely to purchase equipment.

            SECTION 2.14. Defaulting Lenders. (a) In the event that, at any one
time, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting
Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower
shall be required to make any payment hereunder or under any other Loan Document
to or for the account of such Defaulting Lender, then the Borrower may, so long
as no Default shall occur or be continuing at such time and to the fullest
extent permitted by applicable law, set off and otherwise apply the Obligation
of the Borrower to make such payment to or for the account of such Defaulting
Lender against the obligation of such Defaulting Lender to make such Defaulted
Advance. In the event that, on any date, the Borrower shall so set off and
otherwise apply its obligation to make any such payment against the obligation
of such Defaulting Lender to make any such Defaulted Advance on or prior to such
date, the amount so set off and otherwise applied by the Borrower shall
constitute for all purposes of this Agreement and the other Loan Documents an
Advance by such Defaulting Lender made on the date of such setoff under the
Facility pursuant to which such Defaulted Advance was originally required to
have been made pursuant to Section 2.01. Such Advance shall be considered, for
all purposes of this Agreement, to comprise part of the Borrowing in connection
with which such Defaulted Advance was originally required to have been made
pursuant to Section 2.01, even if the other Advances comprising such Borrowing
shall be Eurodollar Rate Advances on the date such Advance is deemed to be made
pursuant to this subsection (a). The Borrower shall notify the Administrative
Agent at any time the Borrower exercises its right of set-off pursuant to this
subsection (a) and shall set forth in such notice (A) the name of the Defaulting
Lender and the Defaulted Advance required to be made by such Defaulting Lender
and (B) the amount set off and otherwise applied in respect of such Defaulted
Advance pursuant to this subsection (a). Any portion of such payment otherwise
required to be made by the Borrower to or for the account of such Defaulting
Lender which is paid by the Borrower, after giving effect to the amount set off
and otherwise applied by the Borrower pursuant to this subsection (a), shall be
applied by the Administrative Agent as specified in subsection (b) or (c) of
this Section 2.14.

            (b) In the event that, at any one time, (i) any Lender Party shall
be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount
to any Agent or any of the other Lender Parties and (iii) the Borrower shall
make any payment hereunder or
<PAGE>

                                       40


under any other Loan Document to the Administrative Agent for the account of
such Defaulting Lender, then the Administrative Agent may, on its behalf or on
behalf of such other Agents or such other Lender Parties and to the fullest
extent permitted by applicable law, apply at such time the amount so paid by the
Borrower to or for the account of such Defaulting Lender to the payment of each
such Defaulted Amount to the extent required to pay such Defaulted Amount. In
the event that the Administrative Agent shall so apply any such amount to the
payment of any such Defaulted Amount on any date, the amount so applied by the
Administrative Agent shall constitute for all purposes of this Agreement and the
other Loan Documents payment, to such extent, of such Defaulted Amount on such
date. Any such amount so applied by the Administrative Agent shall be retained
by the Administrative Agent or distributed by the Administrative Agent to such
other Agents or such other Lender Parties, ratably in accordance with the
respective portions of such Defaulted Amounts payable at such time to the
Administrative Agent, such other Agents and such other Lender Parties and, if
the amount of such payment made by the Borrower shall at such time be
insufficient to pay all Defaulted Amounts owing at such time to the
Administrative Agent, such other Agents and such other Lender Parties, in the
following order of priority:

            (i) first, to the Administrative Agent for any Defaulted Amounts
      then owing to the Administrative Agent hereunder; and

            (ii) second, to any other Lender Parties for any Defaulted Amounts
      then owing to such other Lender Parties, ratably in accordance with such
      respective Defaulted Amounts then owing to such other Lender Parties.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.14.

            (c) In the event that, at any one time, (i) any Lender Party shall
be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted
Advance or a Defaulted Amount and (iii) the Borrower, any Agent or any other
Lender Party shall be required to pay or distribute any amount hereunder or
under any other Loan Document to or for the account of such Defaulting Lender,
then the Borrower or such Agent or such other Lender Party shall pay such amount
to the Administrative Agent to be held by the Administrative Agent, to the
fullest extent permitted by applicable law, in escrow or the Administrative
Agent shall, to the fullest extent permitted by applicable law, hold in escrow
such amount otherwise held by it. Any funds held by the Administrative Agent in
escrow under this subsection (c) shall be deposited by the Administrative Agent
in an account with Morgan Stanley & Co. Incorporated, in the name and under the
control of the Administrative Agent, but subject to the provisions of this
subsection (c). The terms applicable to such account, including the rate of
interest payable with respect to the credit balance of such account from time to
time, shall be Morgan Stanley & Co. Incorporated's standard terms applicable to
escrow accounts maintained with it. Any interest credited to such
<PAGE>

                                       41


account from time to time shall be held by the Administrative Agent in escrow
under, and applied by the Administrative Agent from time to time in accordance
with the provisions of, this subsection (c). The Administrative Agent shall, to
the fullest extent permitted by applicable law, apply all funds so held in
escrow from time to time to the extent necessary to make any Advances required
to be made by such Defaulting Lender and to pay any amount payable by such
Defaulting Lender hereunder and under the other Loan Documents to the
Administrative Agent or any other Lender Party, as and when such Advances or
amounts are required to be made or paid and, if the amount so held in escrow
shall at any time be insufficient to make and pay all such Advances and amounts
required to be made or paid at such time, in the following order of priority:

            (i) first, to the Administrative Agent for any amounts then due and
      payable by such Defaulting Lender to the Administrative Agent hereunder;

            (ii) second, to any other Lender Parties for any amount then due and
      payable by such Defaulting Lender to such other Lender Parties hereunder,
      ratably in accordance with such respective amounts then due and payable to
      such other Lender Parties; and

            (iii) third, to the Borrower for any Advance then required to be
      made by such Defaulting Lender pursuant to a Commitment of such Defaulting
      Lender.

In the event that any Lender Party that is a Defaulting Lender shall, at any
time, cease to be a Defaulting Lender, any funds held by the Administrative
Agent in escrow at such time with respect to such Lender Party shall be
distributed by the Administrative Agent to such Lender Party and applied by such
Lender Party to the Obligations owing to such Lender Party at such time under
this Agreement and the other Loan Documents ratably in accordance with the
respective amounts of such Obligations outstanding at such time.

            (d) The rights and remedies against a Defaulting Lender under this
Section 2.14 are in addition to other rights and remedies that the Borrower may
have against such Defaulting Lender with respect to any Defaulted Advance and
that any Agent or any Lender Party may have against such Defaulting Lender with
respect to any Defaulted Amount.

            SECTION 2.15. Evidence of Debt; Register. (a) Each Lender Party
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each
Advance owing to such Lender Party from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder. The Borrower agrees that upon notice by any Lender Party to the
Borrower (with a copy of such notice to the Administrative Agent) to the effect
that a promissory note or other evidence of indebtedness is required or
appropriate in order for such Lender Party to evidence (whether for purposes of
pledge, enforcement or otherwise) the Advances owing to, or to be made by, such
Lender Party, the Borrower shall promptly execute and deliver to such Lender
Party, with a copy to the Administrative Agent, a Tranche 1 Term B Note and a
Tranche 2 Term B Note, as applicable, in substantially the form of Exhibits A-1
and
<PAGE>

                                       42


A-2 hereto, respectively, payable to the order of such Lender Party in a
principal amount equal to the Tranche 1 Term B Commitment and the Tranche 2 Term
B Commitment, respectively, of such Lender Party. All references to Notes in the
Loan Documents shall mean Notes, if any, to the extent issued hereunder.

            (b) The Administrative Agent shall maintain at its address referred
to in Section 9.02 a register for the recordation of the names and addresses of
the Lender Parties and the Commitment under each Facility of each Lender Party
from time to time (the "Register"). The Register maintained by the
Administrative Agent pursuant to this Section shall also include a control
account, and a subsidiary account for each Lender Party, in which accounts
(taken together) shall be recorded (i) the date and amount of each Borrowing
made hereunder, the Type of Advances comprising such Borrowing and, if
appropriate, the Interest Period applicable thereto, (ii) the terms of each
Assignment and Acceptance delivered to and accepted by it, (iii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower to each Lender Party hereunder, and (iv) the amount of any sum received
by the Administrative Agent from the Borrower hereunder and each Lender Party's
share thereof.

            (c) Entries made in good faith by the Administrative Agent in the
Register pursuant to subsection (b) above, and by each Lender Party in its
account or accounts pursuant to subsection (a) above, shall be prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to, in the case of the Register, each Lender
Party and, in the case of such account or accounts, such Lender Party, under
this Agreement, absent manifest error; provided, however, that the failure of
the Administrative Agent or such Lender Party to make an entry, or any finding
that an entry is incorrect, in the Register or such account or accounts shall
not limit or otherwise affect the obligations of the Borrower under this
Agreement.

            (d) The entries in the Register shall be conclusive and binding for
all purposes, absent manifest error, and theBorrower, the Agents and the Lender
Parties may treat each Person whose name is recorded in the Register as a Lender
Party hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower or any Agent or any Lender Party at any
reasonable time and from time to time upon reasonable prior notice.

                                  ARTICLE III

                             CONDITIONS OF LENDING

            SECTION 3.01. Conditions Precedent to Initial Extension of Credit.
The obligation of each Lender to make an Advance on the occasion of the Initial
Extension of Credit hereunder is subject to the satisfaction of the following
conditions precedent before or concurrently with the Initial Extension of
Credit:
<PAGE>

                                       43


            (a) The Administrative Agent shall have received on or before the
      day of the Initial Extension of Credit the following, each dated such day
      (unless otherwise specified), in form and substance satisfactory to the
      Administrative Agent (unless otherwise specified) and (except for the
      Notes) in sufficient copies for each Lender Party:

                  (i) The Notes payable to the order of the Lenders, to the
            extent requested by any Lender pursuant to Section 2.15(a).

                  (ii) A security agreement in substantially the form of Exhibit
            D hereto (together with each other security agreement and security
            agreement supplement delivered pursuant to Section 5.01(j), in each
            case as amended, the "Security Agreement"), duly executed by each
            Loan Party, together with:

                        (A) certificates representing the Pledged Shares
                  referred to therein accompanied by undated stock powers
                  executed in blank and instruments evidencing the Pledged Debt
                  indorsed in blank,

                        (B) acknowledgment copies or stamped receipt copies of
                  proper financing statements, duly filed on or before the day
                  of the Initial Extension of Credit under the Uniform
                  Commercial Code of all jurisdictions that the Administrative
                  Agent may reasonably deem necessary or desirable in order to
                  perfect and protect the first priority liens and security
                  interests created under the Security Agreement, covering the
                  Collateral described in the Security Agreement,

                        (C) completed requests for information, dated on or
                  before the date of the Initial Extension of Credit, listing
                  the financing statements referred to in clause (B) above and
                  all other effective financing statements filed in the
                  jurisdictions referred to in clause (B) above that name any
                  Loan Party as debtor, together with copies of such other
                  financing statements,

                        (D) evidence of the completion of all other recordings
                  and filings of or with respect to the Security Agreement that
                  the Administrative Agent may reasonably deem necessary or
                  desirable in order to perfect and protect the Liens created
                  thereby,

                        (E)   evidence of the insurance required by the terms
                  of the Security Agreement,

                        (F) copies of the Assigned Agreements referred to in the
                  Security Agreement, together with a consent to such
                  assignment, in substantially the form of Exhibit B to the
                  Security Agreement, duly
<PAGE>

                                       44


                  executed by each party to such Assigned Agreements other
                  than the Loan Parties,

                        (G) the Pledged Account Letters referred to in the
                  Security Agreement, duly executed by each Pledged Account Bank
                  referred to in the Security Agreement, and

                        (H) evidence that all other action that the
                  Administrative Agent may deem reasonably necessary or
                  desirable in order to perfect and protect the first priority
                  liens and security interests created under the Security
                  Agreement has been taken (including, without limitation,
                  receipt of duly executed payoff letters, UCC-3 termination
                  statements and landlords' and bailees' waiver and consent
                  agreements).

                  (iii) Certified copies of the resolutions of the Board of
            Directors of each Loan Party approving the Financing and the other
            transactions contemplated by the Loan Documents and each Loan
            Document to which it is or is to be a party, and of all documents
            evidencing other necessary corporate action and governmental and
            other third party approvals and consents, if any, with respect to
            the Financing and the other transactions contemplated by the Loan
            Documents and each Loan Document to which it is or is to be a party.

                  (iv) A copy of a certificate of the Secretary of State of the
            jurisdiction of incorporation of each Loan Party, dated reasonably
            near the date of the Initial Extension of Credit, certifying (A) as
            to a true and correct copy of the charter of such Loan Party and
            each amendment thereto on file in such Secretary's office and (B)
            that (1) such amendments are the only amendments to such Loan
            Party's charter on file in such Secretary's office, (2) such Loan
            Party has paid all franchise taxes to the date of such certificate
            and (C) such Loan Party is duly incorporated and in good standing or
            presently subsisting under the laws of the State of the jurisdiction
            of its incorporation.

                  (v) A copy of a certificate of the Secretary of State of the
            jurisdiction of qualification to do business, dated reasonably near
            the date of the Initial Extension of Credit, stating that each Loan
            Party is duly qualified and in good standing as a foreign
            corporation in such State and has filed all annual reports required
            to be filed to the date of such certificate.

                  (vi) A certificate of each Loan Party, signed on behalf of
            such Loan Party by its President or a Vice President and its
            Secretary or any Assistant Secretary, dated the date of the Initial
            Extension of Credit (the statements made in which certificate shall
            be true on and as of the date of the Initial Extension of Credit),
            certifying as to (A) the absence of any amendments to the charter of
            such
<PAGE>

                                       45


            Loan Party since the date of the Secretary of State's certificate
            referred to in Section 3.01(a)(iv), (B) a true and correct copy of
            the bylaws of such Loan Party as in effect on the date on which the
            resolutions referred to in Section 3.01(a)(iii) were adopted and on
            the date of the Initial Extension of Credit, (C) the due
            incorporation and good standing or valid existence of such Loan
            Party as a corporation organized under the laws of the jurisdiction
            of its incorporation, and the absence of any proceeding for the
            dissolution or liquidation of such Loan Party, (D) the truth of the
            representations and warranties contained in the Loan Documents as
            though made on and as of the date of the Initial Extension of Credit
            and (E) the absence of any event occurring and continuing, or
            resulting from the Initial Extension of Credit, that constitutes a
            Default.

                  (vii) A certificate of the Secretary or an Assistant Secretary
            of each Loan Party certifying the names and true signatures of the
            officers of such Loan Party authorized to sign each Loan Document to
            which it is or is to be a party and the other documents to be
            delivered hereunder and thereunder.

                  (viii) Certificates, in substantially the form of Exhibit F
            hereto, attesting to the Solvency of each Loan Party before and
            after giving effect to the Transaction, from its chief financial
            officer.

                  (ix) Such financial, business and other information regarding
            each Loan Party and its Subsidiaries as the Lender Parties shall
            have reasonably requested, including, without limitation,
            information as to possible contingent liabilities, tax matters,
            environmental matters, obligations under Plans, Multiemployer Plans
            and Welfare Plans, collective bargaining agreements and other
            arrangements with employees, audited annual financial statements
            dated December 31, 1998, interim financial statements dated the end
            of the most recent fiscal quarter for which financial statements are
            available (or, in the event the Lender Parties' due diligence review
            reveals material changes since such financial statements, as of a
            later date within 45 days of the day of the Initial Extension of
            Credit), pro forma financial statements as to the Borrower and
            forecasts prepared by management of the Borrower, in form and
            substance reasonably satisfactory to the Lender Parties, of balance
            sheets, income statements and cash flow statements on a monthly
            basis for the first year following the day of the Initial Extension
            of Credit and on an annual basis for each year thereafter until the
            Termination Date.

                  (x) Evidence of insurance naming the Collateral Agent as
            additional insured and loss payee with such responsible and
            reputable insurance companies or associations, and in such amounts
            and covering such risks, as is reasonably satisfactory to the Lender
            Parties.

                  (xi)  A Notice of Borrowing relating to the Initial Extension
            of Credit.
<PAGE>

                                       46


                  (xii) A favorable opinion of Hogan & Hartson L.L.P., counsel
            for the Loan Parties, in substantially the form of Exhibit G hereto
            and as to such other matters as any Lender Party through the
            Administrative Agent may reasonably request.

                  (xiii) The Tranche 2 Term B Escrow Agreement, on terms and
            conditions reasonably satisfactory to the Lender Parties, dated the
            date hereof among the Administrative Agent, the Borrower and Morgan
            Stanley.

            (b) The Lender Parties shall be satisfied with the corporate and
      legal structure and capitalization of each Loan Party and each of its
      Subsidiaries the Equity Interests in which Subsidiaries is being pledged
      pursuant to the Loan Documents, including the terms and conditions of the
      charter, bylaws and each class of Equity Interest in each Loan Party and
      each such Subsidiary and of each agreement or instrument relating to such
      structure or capitalization.

            (c) The Lender Parties shall be satisfied that all Existing Debt,
      other than Surviving Debt, has been prepaid, redeemed or defeased in full
      or otherwise satisfied and extinguished and that all Surviving Debt shall
      be on terms and conditions reasonably satisfactory to the Lender Parties.

            (d) Before giving effect to the Transaction, there shall have
      occurred no material adverse change in the business, condition (financial
      or otherwise), operations, performance, properties or prospects of the
      Parent and its Subsidiaries, taken as a whole since December 31, 1998.

            (e) There shall exist no action, suit, investigation, litigation or
      proceeding affecting any Loan Party or any of its Subsidiaries pending or
      threatened before any court, governmental agency or arbitrator that (i)
      could reasonably be expected to have a Material Adverse Effect other than
      the matters described on Schedule 4.01(f) hereto (the "Disclosed
      Litigation") or (ii) could reasonably be expected to have a material
      adverse effect on the Transaction or the consummation of the Transaction.

            (f) All governmental and third party consents and approvals
      necessary in connection with the Financing and the other transactions
      contemplated by the Loan Documents shall have been obtained (without the
      imposition of any conditions that are not reasonably acceptable to the
      Lender Parties) and shall remain in effect (other than any consents and
      approvals the absence of which, either individually or in the aggregate,
      would not have a Material Adverse Effect); all applicable waiting periods
      in connection with the Financing and the other transactions contemplated
      by the Loan Documents shall have expired without any action being taken by
      any competent authority (other than any action which either individually
      or in the aggregate with all such actions would not reasonably be expected
      to have a Material Adverse Effect), and no law or regulation shall
<PAGE>

                                       47


      be applicable in the reasonable judgment of the Lender Parties, in each
      case that restrains, prevents or imposes materially adverse conditions
      upon the Financing or the other transactions contemplated by the Loan
      Documents or the rights of the Loan Parties or their Subsidiaries freely
      to transfer or otherwise dispose of, or to create any Lien on, any
      properties now owned or hereafter acquired by any of them.

            (g) All Pre-Commitment Information shall be true and correct in all
      material aspects as of the date specified therein, and no additional
      information shall have come to the attention of the Administrative Agent
      or the Initial Lenders that could reasonably be expected to have a
      Material Adverse Effect.

            (h) The Lender Parties shall have completed a due diligence
      investigation of the Borrower and its Subsidiaries in scope, and with
      results, satisfactory to the Lender Parties, and nothing shall have come
      to the attention of the Lender Parties during the course of such due
      diligence investigation to lead them to believe (i) that the Information
      Memorandum was or has become misleading, incorrect or incomplete in any
      material respect and (ii) that the Transaction will have a Material
      Adverse Effect; without limiting the generality of the foregoing, the
      Lender Parties shall have been given such access to the management,
      records, books of account, contracts and properties of the Borrower and
      its Subsidiaries as they shall have requested.

            (i) The Borrower shall have paid all accrued fees of the Joint Lead
      Arrangers, the Administrative Agent and the Lender Parties and all accrued
      expenses of the Agents (including the accrued fees and expenses of counsel
      to the Administrative Agent and the Joint Lead Arrangers and local counsel
      to the Lenders).

            (j) The Initial Lenders shall be satisfied that (i) the Parent and
      its Subsidiaries will be able to meet their respective obligations under
      all employee and retiree welfare plans, (ii) the employee benefit plans of
      the Parent and its ERISA affiliates are, in all material respects, funded
      in accordance with the minimum statutory requirements, (iii) no
      "reportable event" (as defined in ERISA, but excluding events for which
      reporting has been waived) has occurred as to any such employee benefit
      plan and (iv) no termination of, or withdrawal from, any such employee
      benefit plan has occurred or is contemplated that could reasonably be
      expected to result in a material liability.

            (k) All of the proceeds of the Tranche 2 Term B Borrowing shall have
      been deposited in the Escrow Account subject to the terms and conditions
      of the Tranche 2 Term B Escrow Agreement.

            SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance.
The obligation of each Lender to make an Advance on the occasion of each
Borrowing (including the initial Borrowing) shall be subject to the further
conditions precedent that on the date of such Borrowing (a) the following
statements shall be true (and the giving of the applicable Notice of
<PAGE>

                                       48


Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing
shall constitute a representation and warranty by the Borrower that both on the
date of such notice and on the date of such Borrowing such statements are true):

            (i) the representations and warranties contained in each Loan
      Document are correct in all material respects on and as of such date,
      before and after giving effect to such Borrowing and to the application of
      the proceeds therefrom, as though made on and as of such date, other than
      any such representations or warranties that, by their terms, refer to a
      specific date other than the date of such Borrowing or issuance, in which
      case as of such specific date; and

            (ii) no Default has occurred and is continuing, or would result from
      such Borrowing or from the application of the proceeds therefrom;

and (b) the Administrative Agent shall have received such other approvals,
opinions or documents as any Lender through the Administrative Agent may
reasonably request.

            SECTION 3.03. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender Party shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lender Parties unless an
officer of the Administrative Agent responsible for the transactions
contemplated by the Loan Documents shall have received notice from such Lender
Party prior to the Initial Extension of Credit specifying its objection thereto
and, if the Initial Extension of Credit consists of a Borrowing, such Lender
Party shall not have made available to the Administrative Agent such Lender
Party's ratable portion of such Borrowing.

                                  ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES

            SECTION 4.01. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

            (a) Each Loan Party and each of its Subsidiaries (i) is a
      corporation duly organized, validly existing and in good standing under
      the laws of the jurisdiction of its incorporation, (ii) is duly qualified
      and in good standing as a foreign corporation in each other jurisdiction
      in which it owns or leases property or in which the conduct of its
      business requires it to so qualify or be licensed except where the failure
      to so qualify or be licensed would not be reasonably likely to have a
      Material Adverse Effect and (iii) has all requisite corporate power and
      authority (including, without limitation, all governmental licenses,
      permits and other approvals) to own or lease and operate its
<PAGE>

                                       49


      properties and to carry on its business as now conducted and as currently
      proposed to be conducted, except where the failure to have such power or
      authority would not be reasonably likely to have a Material Adverse
      Effect. All of the outstanding Equity Interests in the Borrower has been
      validly issued, is fully paid and non-assessable and is owned by the
      Parent free and clear of all Liens, except those created under the
      Collateral Documents.

            (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate
      list of all Subsidiaries of each Loan Party, showing as of the date hereof
      (as to each such Subsidiary) the jurisdiction of its incorporation, the
      number of shares of each class of its Equity Interests authorized, and the
      number outstanding, on the date hereof and the percentage of each such
      class of its Equity Interests owned (directly or indirectly) by such Loan
      Party and the number of shares covered by all outstanding options,
      warrants, rights of conversion or purchase and similar rights at the date
      hereof. All of the outstanding Equity Interests in each Loan Party's
      Subsidiaries has been validly issued, are fully paid and non-assessable
      and are owned by such Loan Party or one or more of its Subsidiaries free
      and clear of all Liens, except those created under the Collateral
      Documents.

            (c) The execution, delivery and performance by each Loan Party of
      each Loan Document to which it is or is to be a party, and the
      consummation of the Financing and the other transactions contemplated by
      the Loan Documents, are within such Loan Party's corporate powers, have
      been duly authorized by all necessary corporate action, and do not (i)
      contravene such Loan Party's charter or bylaws, (ii) violate any law,
      rule, regulation (including, without limitation, Regulation X of the Board
      of Governors of the Federal Reserve System), order, writ, judgment,
      injunction, decree, determination or award, (iii) conflict with or result
      in the breach of, or constitute a default under, any loan agreement,
      indenture, mortgage, deed of trust, or material contract, lease or other
      instrument binding on or affecting any Loan Party, any of its Subsidiaries
      or any of their properties or (iv) except for the Liens created under the
      Loan Documents, result in or require the creation or imposition of any
      Lien upon or with respect to any of the properties of any Loan Party or
      any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in
      violation of any such law, rule, regulation, order, writ, judgment,
      injunction, decree, determination or award or in breach of any such
      contract, loan agreement, indenture, mortgage, deed of trust, lease or
      other instrument, the violation or breach of which could be reasonably
      likely to have a Material Adverse Effect.

            (d) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body
      (including, without limitation, the FCC or any applicable PUC) or any
      other third party is required for (i) the due execution, delivery,
      recordation, filing or performance by any Loan Party of any Loan Document
      to which it is or is to be a party, or for the consummation of the
      Financing or the other transactions contemplated by the Loan Documents,
      (ii) the grant by any Loan Party of the Liens granted by it pursuant to
      the Collateral Documents, (iii) the perfection or
<PAGE>

                                       50


      maintenance of the Liens created under the Collateral Documents (including
      the first priority nature thereof) or (iv) the exercise by any Agent or
      any Lender Party of its rights under the Loan Documents or the remedies in
      respect of the Collateral pursuant to the Collateral Documents, except for
      the authorizations, approvals, actions, notices and filings listed on
      Schedule 4.01(d) hereto, all of which have been duly obtained, taken,
      given or made and are in full force and effect. All applicable waiting
      periods in connection with the Financing and the other transactions
      contemplated by the Loan Documents have expired without any action having
      been taken by any competent authority restraining, preventing or imposing
      materially adverse conditions upon the Transaction or the rights of the
      Loan Parties or their Subsidiaries freely to transfer or otherwise dispose
      of, or to create any Lien on, any properties now owned or hereafter
      acquired by any of them.

            (e) This Agreement has been, and each other Loan Document when
      delivered hereunder will have been, duly executed and delivered by each
      Loan Party party thereto. This Agreement is, and each other Loan Document
      when delivered hereunder will be, the legal, valid and binding obligation
      of each Loan Party party thereto, enforceable against such Loan Party in
      accordance with its terms.

            (f) There is no action, suit, investigation, litigation or
      proceeding affecting any Loan Party or any of its Subsidiaries, including
      any Environmental Action, pending or, to the Borrower's knowledge,
      threatened before any court, governmental agency or arbitrator that (i)
      would be reasonably likely to have a Material Adverse Effect or (ii)
      purports to affect the legality, validity or enforceability of any Loan
      Document or the consummation of Transaction, and there has been no
      material adverse change in the status, or financial effect on any Loan
      Party or any of its Subsidiaries, of the Disclosed Litigation from that
      described on Schedule 4.01(f) hereto.

            (g) The Consolidated balance sheet of the Parent and its
      Subsidiaries as at December 31, 1998, and the related Consolidated
      statement of income and Consolidated statement of cash flows of the Parent
      and its Subsidiaries for the fiscal year then ended, accompanied by an
      unqualified opinion of Arthur Andersen, independent public accountants,
      and the Consolidated balance sheet of the Parent and its Subsidiaries as
      at June 30, 1999, and the related Consolidated statement of income and
      Consolidated statement of cash flows of the Parent and its Subsidiaries
      for the [six] months then ended, duly certified by the Chief Financial
      Officer of the Parent, copies of which have been furnished to each Lender
      Party, fairly present, subject, in the case of said balance sheet as at
      June 30,1999, and said statements of income and cash flows for the [six]
      months then ended, to year-end audit adjustments, the Consolidated
      financial condition of the Parent and its Subsidiaries as at such date and
      the Consolidated results of operations of the Parent and its Subsidiaries
      for the period ended on such date, all in accordance with generally
      accepted accounting principles applied on a consistent basis, and since
      December 31, 1998, there has been no Material Adverse Change.
<PAGE>

                                       51


            (h) The Consolidated pro forma balance sheet of the Parent and its
      Subsidiaries as at December 31, 1999, and the related historical financial
      and operational data for the Parent and its Subsidiaries for the Fiscal
      Year ended December 31, 1999 were prepared in good faith on the basis of
      the assumptions stated therein, which assumptions were fair in light of
      the conditions existing at the time of delivery of such statements.

            (i) The Consolidated forecasted balance sheet, statement of income
      and statement of cash flows of the Parent and its Subsidiaries delivered
      to the Lender Parties pursuant to Section 3.01(a)(ix) or 5.03 were
      prepared in good faith on the basis of the assumptions stated therein,
      which assumptions were fair in light of the conditions existing at the
      time of delivery of such forecasts, and represented, at the time of
      delivery, the Parent's best estimate of its future financial performance.

            (j) Neither the Information Memorandum nor any other information,
      exhibit or report furnished by or on behalf of any Loan Party to any Agent
      or any Lender Party in connection with the negotiation and syndication of
      the Loan Documents or pursuant to the terms of the Loan Documents
      contained any untrue statement of a material fact or omitted to state a
      material fact necessary to make the statements made therein not
      misleading.

            (k) The Borrower is not engaged in the business of extending credit
      for the purpose of purchasing or carrying Margin Stock, and no proceeds of
      any Advance will be used to purchase or carry any Margin Stock or to
      extend credit to others for the purpose of purchasing or carrying any
      Margin Stock.

            (l) Neither any Loan Party nor any of its Subsidiaries is an
      "investment company", or an "affiliated person" of, or "promoter" or
      "principal underwriter" for, an "investment company", as such terms are
      defined in the Investment Company Act of 1940, as amended. Neither the
      making of any Advances, nor the application of the proceeds or repayment
      thereof by the Borrower, nor the consummation of the other transactions
      contemplated by the Loan Documents, will violate any provision of such Act
      or any rule, regulation or order of the Securities and Exchange Commission
      thereunder.

            (m) Neither any Loan Party nor any of its Subsidiaries is a party to
      any indenture, loan or credit agreement or any lease or other agreement or
      instrument or subject to any charter or corporate restriction that could
      have a Material Adverse Effect.

            (n) The Collateral Documents create a valid and perfected first
      priority security interest in the Collateral, securing the payment of the
      Secured Obligations, and all filings and other actions necessary or
      desirable to perfect and protect such security interest have been duly
      taken in accordance with the provisions of the Security Agreement. The
      Loan Parties are the legal and beneficial owners of the Collateral free
<PAGE>

                                       52


      and clear of any Lien, except for the liens and security interests created
      or permitted under the Loan Documents.

            (o) Each Loan Party is, individually and together with its
      Subsidiaries, Solvent.

            (p) (i) Set forth on Schedule 4.01(p) hereto is a complete and
      accurate list of all Plans, Multiemployer Plans and Welfare Plans.

            (ii) No ERISA Event has occurred or is reasonably expected to occur
      with respect to any Plan.

            (iii) Schedule B (Actuarial Information) to the most recent annual
      report (Form 5500 Series) for each Plan, copies of which have been filed
      with the Internal Revenue Service and furnished to the Lender Parties, is
      complete and accurate and fairly presents the funding status of such Plan,
      and since the date of such Schedule B there has been no material adverse
      change in such funding status.

            (iv) Neither any Loan Party nor any ERISA Affiliate has incurred or
      is reasonably expected to incur any Withdrawal Liability exceeding
      $1,000,000 to any Multiemployer Plan.

            (v) Neither any Loan Party nor any ERISA Affiliate has been notified
      by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
      reorganization or has been terminated, within the meaning of Title IV of
      ERISA, and no such Multiemployer Plan is reasonably expected to be in
      reorganization or to be terminated, within the meaning of Title IV of
      ERISA.

            (q) (i) The operations and properties of each Loan Party and each of
      its Subsidiaries comply in all material respects with all applicable
      Environmental Laws and Environmental Permits, all past non-compliance with
      such Environmental Laws and Environmental Permits has been resolved
      without ongoing obligations or costs, and no circumstances exist that
      could (A) form the basis of an Environmental Action against any Loan Party
      or any of its Subsidiaries or any of their properties that could have a
      Material Adverse Effect or (B) cause any such property to be subject to
      any restrictions on ownership, occupancy, use or transferability under any
      Environmental Law.

            (ii) None of the properties currently or formerly owned or operated
      by any Loan Party or any of its Subsidiaries is listed or proposed for
      listing on the NPL or on the CERCLIS or any analogous foreign, state or
      local list or to the best of its knowledge, is adjacent to any such
      property; there are no and or to the best of its knowledge never have been
      any underground or aboveground storage tanks or any surface impoundments,
      septic tanks, pits, sumps or lagoons in which Hazardous Materials are
      being or have been
<PAGE>

                                       53


      treated, stored or disposed on any property currently owned or to the best
      of its knowledge operated by any Loan Party or any of its Subsidiaries or,
      to the best of its knowledge, on any property formerly owned or operated
      by any Loan Party or any of its Subsidiaries; there is no asbestos or
      asbestos-containing material on any property currently owned or, to the
      best of its knowledge, operated by any Loan Party or any of its
      Subsidiaries; and Hazardous Materials have not been released, discharged
      or disposed of on any property currently or formerly owned or operated by
      any Loan Party or any of its Subsidiaries except as specifically permitted
      under Environmental Laws.

            (iii) Neither any Loan Party nor any of its Subsidiaries is
      undertaking, and has not completed, either individually or together with
      other potentially responsible parties, any investigation or assessment or
      remedial or response action relating to any actual or threatened release,
      discharge or disposal of Hazardous Materials at any site, location or
      operation, either voluntarily or pursuant to the order of any governmental
      or regulatory authority or the requirements of any Environmental Law; and
      all Hazardous Materials generated, used, treated, handled or stored at, or
      transported to or from, any property currently or formerly owned or
      operated by any Loan Party or any of its Subsidiaries have been disposed
      of in a manner not reasonably expected to result in material liability to
      any Loan Party or any of its Subsidiaries.

            (r) (i) Neither any Loan Party nor any of its Subsidiaries is party
      to any tax sharing agreement.

            (ii) (x) all tax returns and all material statements, reports and
      forms (including estimated tax or information returns) (collectively, the
      "Tax Returns") required to be filed with any taxing authority by, or with
      respect to, each Loan Party and their subsidiaries have been timely filed
      in accordance with all applicable laws and, as of time of filing, each Tax
      Return was accurate and complete and correctly reflected the facts
      regarding income, business, assets, operations and the status of each Loan
      Party and their subsidiaries; (y) each Loan Party and their subsidiaries
      has timely paid or made adequate provision for payment of all taxes that
      are shown as due and payable on Tax Returns that have been so filed or
      that are otherwise required to be paid, including without limitation,
      assessments, interest and penalties (other than taxes which are being
      contested in good faith and for which adequate reserves are reflected on
      the financial statements delivered hereunder) and (z) each Loan Party and
      its Subsidiaries have made adequate provision for all taxes payable by
      such Loan Party and its Subsidiaries for which no Tax Return has yet been
      filed or which are otherwise due.

            (iii) Set forth on Part I of Schedule 4.01(r) hereto is a complete
      and accurate list, as of the date hereof, of each taxable year of each
      Loan Party and each of its Subsidiaries and Affiliates for which Federal
      income tax returns have been filed and for which the expiration of the
      applicable statute of limitations for assessment or collection has not
      occurred by reason of extension or otherwise (an "Open Year").
<PAGE>

                                       54


            (iv) The aggregate unpaid amount, as of the date hereof, of
      adjustments to the Federal income tax liability of each Loan Party and
      each of its Subsidiaries and Affiliates proposed by the Internal Revenue
      Service with respect to Open Years does not exceed $35,000. Set forth on
      Part II of Schedule 4.01(r) hereto is a complete and accurate description,
      as of the date hereof, of each such item that separately, for all such
      Open Years, together with applicable interest and penalties, exceeds
      $100,000. To the Borrower's knowledge, no issues have been raised by the
      Internal Revenue Service in respect of Open Years that, in the aggregate,
      could be reasonably likely to have a Material Adverse Effect.

            (v) The aggregate unpaid amount, as of the date hereof, of
      adjustments to the state, local and foreign tax liability of each Loan
      Party and its Subsidiaries and Affiliates proposed by all state, local and
      foreign taxing authorities (other than amounts arising from adjustments to
      Federal income tax returns) does not exceed $35,000. No issues have been
      raised by such taxing authorities that, in the aggregate, could be
      reasonably likely to have a Material Adverse Effect.

            (vi) No "ownership change" as defined in Section 382(g) of the
      Internal Revenue Code, and no event that would result in the application
      of the "separate return limitation year" or "consolidated return change of
      ownership" limitations under the Federal income tax consolidated return
      regulations, has occurred with respect to any Loan Party since January 29,
      1996.

            (s) Neither the business nor the properties of any Loan Party or any
      of its Subsidiaries are affected by any fire, explosion, accident, strike,
      lockout or other labor dispute, drought, storm, hail, earthquake, embargo,
      act of God or of the public enemy or other casualty (whether or not
      covered by insurance) that could be reasonably likely to have a Material
      Adverse Effect.

            (t) Set forth on Schedule 4.01(t) hereto is a complete and accurate
      list of all Existing Debt (other than Surviving Debt), showing as of the
      date hereof the obligor and the principal amount outstanding thereunder.

            (u) Set forth on Schedule 4.01(u) hereto is a complete and accurate
      list of all Surviving Debt, showing as of the date hereof the obligor and
      the principal amount outstanding thereunder, the maturity date thereof and
      the amortization schedule therefor.

            (v) Set forth on Schedule 4.01(v) hereto is a complete and accurate
      list of all Liens on the property or assets of any Loan Party or any of
      its Subsidiaries, showing as of the date hereof the lienholder thereof,
      the principal amount of the obligations secured thereby and the property
      or assets of such Loan Party or such Subsidiary subject thereto.
<PAGE>

                                       55


            (w) Set forth on Schedule 4.01(w) hereto is a complete and accurate
      list of all real property owned by any Loan Party or any of its
      Subsidiaries, showing as of the date hereof the street address, county or
      other relevant jurisdiction, state, record owner and book and fair value
      thereof. Each Loan Party or such Subsidiary has good, marketable and
      insurable fee simple title to such real property, free and clear of all
      Liens, other than Liens created or permitted by the Loan Documents.

            (x) Set forth on Schedule 4.01(x) hereto is a complete and accurate
      list of all leases of real property under which any Loan Party or any of
      its Subsidiaries is the lessee, showing as of the date hereof the street
      address, county or other relevant jurisdiction, state, lessor, lessee,
      expiration date and annual rental cost thereof. Each such lease is the
      legal, valid and binding obligation of the lessor thereof, enforceable in
      accordance with its terms.

            (y) Set forth on Schedule 4.01(y) hereto is a complete and accurate
      list of all Investments held by any Loan Party or any of its Subsidiaries
      on the date hereof, showing as of the date hereof the amount, obligor or
      issuer and maturity, if any, thereof.

            (z) Set forth on Schedule 4.01(z) hereto is a complete and accurate
      list of all patents, trademarks, trade names, service marks and
      copyrights, and all applications therefor and licenses thereof, of each
      Loan Party or any of its Subsidiaries, showing as of the date hereof the
      jurisdiction in which registered, the registration number, the date of
      registration and the expiration date.

            (aa) Set forth on Schedule 4.01(aa) hereto is a complete and
      accurate list of all Material Contracts of each Loan Party and its
      Subsidiaries, showing as of the date hereof the parties, subject matter
      and term thereof. Each such Material Contract has been duly authorized,
      executed and delivered by all parties thereto, has not been amended or
      otherwise modified, is in full force and effect and is binding upon and
      enforceable against all parties thereto in accordance with its terms, and
      there exists no default under any Material Contract by any party thereto.

            (bb) The Borrower has (i) initiated a review and assessment of all
      areas within its and each of its Subsidiaries' business and operations
      (including those affected by suppliers, vendors and customers) that could
      be adversely affected by the risk that computer applications used by the
      Borrower or any of its Subsidiaries (or suppliers, vendors and customers)
      may be unable to recognize and perform properly date-sensitive functions
      involving certain dates prior to and any date after December 31, 1999 (the
      "Year 2000 Problem"), (ii) developed a plan and timetable for addressing
      the Year 2000 Problem on a timely basis and (iii) to date, implemented
      that plan in accordance with such timetable. Based on the foregoing, the
      Borrower believes that all computer applications (including those of its
      suppliers, vendors and customers) that are material to its or any of its
      Subsidiaries' business and operations are reasonably expected on a timely
<PAGE>

                                       56


      basis to be able to perform properly date-sensitive functions for all
      dates before and after January 1, 2000 ("Year 2000 Compliant"), except to
      the extent that a failure to do so could not reasonably be expected to
      have a Material Adverse Effect.

                                   ARTICLE V

                            COVENANTS OF THE PARENT

            SECTION 5.01. Affirmative Covenants. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid
or any Lender Party shall have any Commitment hereunder, the Parent will:

            (a) Compliance with Laws, Etc. Comply, and cause each of its
      Subsidiaries to comply, in all material respects, with all applicable
      laws, rules, regulations and orders, such compliance to include, without
      limitation, compliance with ERISA, the Racketeer Influenced and Corrupt
      Organizations Chapter of the Organized Crime Control Act of 1970, the
      rules and regulations of the FCC and each applicable PUC.

            (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
      Subsidiaries to pay and discharge, before the same shall become
      delinquent, (i) all taxes, assessments and governmental charges or levies
      imposed upon it or upon its property and (ii) all lawful claims that, if
      unpaid, might by law become a Lien upon its property; provided, however,
      that neither the Borrower nor any of its Subsidiaries shall be required to
      pay or discharge any such tax, assessment, charge or claim that is being
      contested in good faith and by proper proceedings and as to which
      appropriate reserves are being maintained, unless and until any Lien
      resulting therefrom attaches to its property and becomes enforceable
      against its other creditors.

            (c) Compliance with Environmental Laws. Comply, and cause each of
      its Subsidiaries and all lessees and other Persons operating or occupying
      its properties to comply, in all material respects, with all applicable
      Environmental Laws and Environmental Permits; obtain and renew and cause
      each of its Subsidiaries to obtain and renew all Environmental Permits
      necessary for its operations and properties; and conduct, and cause each
      of its Subsidiaries to conduct, any investigation, study, sampling and
      testing, and undertake any cleanup, removal, remedial or other action
      necessary to remove and clean up all Hazardous Materials from any of its
      properties, to the extent required by and in accordance with all
      Environmental Laws; provided, however, that neither the Borrower nor any
      of its Subsidiaries shall be required to undertake any such cleanup,
      removal, remedial or other action to the extent that its obligation to do
      so is being contested in good faith and by proper proceedings and
      appropriate reserves are being maintained with respect to such
      circumstances.
<PAGE>

                                       57


            (d) Maintenance of Insurance. Maintain, and cause each of its
      Subsidiaries to maintain, insurance with responsible and reputable
      insurance companies or associations in such amounts and covering such
      risks as is usually carried by companies engaged in similar businesses and
      owning similar properties in the same general areas in which the Parent or
      such Subsidiary operates.

            (e) Preservation of Corporate Existence, Etc. Preserve and maintain,
      and cause each of its Subsidiaries to preserve and maintain, its
      existence, legal structure, legal name, rights (charter and statutory),
      permits, licenses, approvals, privileges and franchises; provided,
      however, that the Parent and its Subsidiaries may consummate any merger or
      consolidation permitted under Section 5.02(d) and provided further that
      neither the Parent nor any of its Subsidiaries shall be required to
      preserve any right, permit, license, approval, privilege or franchise if
      the Board of Directors of the Borrower or such Subsidiary shall determine
      that the preservation thereof is no longer desirable in the conduct of the
      business of the Parent or such Subsidiary, as the case may be, and that
      the loss thereof is not disadvantageous in any material respect to the
      Parent, such Subsidiary or the Lender Parties.

            (f) Visitation Rights. At any reasonable time upon prior reasonable
      notice and from time to time, permit any of the Agents or any of the
      Lender Parties, or any agents or representatives thereof, to examine and
      make copies of and abstracts from the records and books of account of, and
      visit the properties of, the Parent and any of its Subsidiaries, and to
      discuss the affairs, finances and accounts of the Parent and any of its
      Subsidiaries with any of their officers or directors and with their
      independent certified public accountants.

            (g) Keeping of Books. Keep, and cause each of its Subsidiaries to
      keep, proper books of record and account, in which full and correct
      entries shall be made of all financial transactions and the assets and
      business of the Parent and each such Subsidiary in accordance with
      generally accepted accounting principles in effect from time to time.

            (h) Maintenance of Properties, Etc. Maintain and preserve, and cause
      each of its Subsidiaries to maintain and preserve, all of its properties
      that are used or useful in the conduct of its business in good working
      order and condition, ordinary wear and tear excepted.

            (i) Transactions with Affiliates. Conduct, and cause each of its
      Subsidiaries to conduct, all transactions otherwise permitted under the
      Loan Documents with any of their Affiliates on terms that are fair and
      reasonable and no less favorable to the Parent or such Subsidiary than it
      would obtain in a comparable arm's-length transaction with a Person not an
      Affiliate.

            (j) Covenant to Guarantee Obligations and Give Security. Upon (x)
      the request of the Collateral Agent following the occurrence and during
      the continuance of a
<PAGE>

                                       58


      Default, (y) the formation or acquisition of any new direct or indirect
      Subsidiaries by any Loan Party or (z) the acquisition of any property in
      the case of any property acquired with Tranche 2 Term B Advances and any
      property acquired for a purchase price in excess of $10,000,000 in any
      Fiscal Year and $50,000,000 in the aggregate over the term of this
      Agreement in the case of any property acquired with Tranche 1 Term B
      Advances by any Loan Party, and such property, in the judgment of the
      Collateral Agent, shall not already be subject to a perfected first
      priority security interest in favor of the Collateral Agent for the
      benefit of the Secured Parties, then the Borrower shall, in each case at
      the Borrower's expense:

                  (i) in connection with the formation or acquisition of a
            Subsidiary, within 30 days after such formation or acquisition,
            cause each such Subsidiary, and cause each direct and indirect
            parent of such Subsidiary (if it has not already done so), to duly
            execute and deliver to the Collateral Agent a guaranty or guaranty
            supplement, in form and substance satisfactory to the Collateral
            Agent, guaranteeing the other Loan Parties' obligations under the
            Loan Documents,

                  (ii) within 30 days after such request, formation or
            acquisition, furnish to the Collateral Agent a description of the
            real and personal properties of the Loan Parties and their
            respective Subsidiaries in detail satisfactory to the Collateral
            Agent,

                  (iii) within 60 days after such request, formation or
            acquisition, duly execute and deliver, and cause each such
            Subsidiary and each direct and indirect parent of such Subsidiary
            (if it has not already done so) to duly execute and deliver, to the
            Collateral Agent mortgages, pledges, assignments, security agreement
            supplements and other security agreements, as specified by and in
            form and substance satisfactory to the Collateral Agent, securing
            payment of all the Obligations of the applicable Loan Party, such
            Subsidiary or such parent, as the case may be, under the Loan
            Documents and constituting Liens on all such properties,

                  (iv) within 60 days after such request, formation or
            acquisition, take, and cause such Subsidiary or such parent to take,
            whatever action (including, without limitation, the recording of
            mortgages, the filing of Uniform Commercial Code financing
            statements, the giving of notices and the endorsement of notices on
            title documents) may be necessary or advisable in the opinion of the
            Collateral Agent to vest in the Collateral Agent (or in any
            representative of the Collateral Agent designated by it) valid and
            subsisting Liens on the properties purported to be subject to the
            mortgages, pledges, assignments, security agreement supplements and
            security agreements delivered pursuant to this Section 5.01(j),
            enforceable against all third parties in accordance with their
            terms,
<PAGE>

                                       59


                  (v) within 60 days after such request, formation or
            acquisition, deliver to the Collateral Agent, upon the request of
            the Collateral Agent in its sole discretion, a signed copy of a
            favorable opinion, addressed to the Collateral Agent and the other
            Secured Parties, of counsel for the Loan Parties reasonably
            acceptable to the Collateral Agent as to the matters contained in
            clauses (i), (iii) and (iv) above, as to such guaranties, guaranty
            supplements, mortgages, pledges, assignments, security agreement
            supplements and security agreements being legal, valid and binding
            obligations of each Loan Party party thereto enforceable in
            accordance with their terms, as to the matters contained in clause
            (iv) above, as to such recordings, filings, notices, endorsements
            and other actions being sufficient to create valid perfected Liens
            on such properties, and as to such other matters as the Collateral
            Agent may reasonably request,

                  (vi) within 60 days after such request, formation or
            acquisition, or as promptly as practicable thereafter, deliver, upon
            the request of the Collateral Agent in its sole discretion, to the
            Collateral Agent with respect to each parcel of real property owned
            by the entity that is the subject of such request, formation or
            acquisition such title reports, surveys and engineering, soils and
            other reports, and environmental assessment reports, as may be
            prepared in the ordinary course of business by such entity,
            provided, however, that to the extent that any Loan Party or any of
            its Subsidiaries shall have otherwise received any of the foregoing
            items with respect to such real property, such items shall, promptly
            after the receipt thereof, be delivered to the Collateral Agent,

                  (vii) upon the occurrence and during the continuance of a
            Default, promptly cause to be deposited any and all cash dividends
            paid or payable to it or any of its Subsidiaries from any of its
            Subsidiaries from time to time into the Cash Collateral Account, and
            with respect to all other dividends paid or payable to it or any of
            its Subsidiaries from time to time, promptly execute and deliver, or
            cause such Subsidiary to promptly execute and deliver, as the case
            may be, any and all further instruments and take or cause such
            Subsidiary to take, as the case may be, all such other action as the
            Collateral Agent may deem necessary or desirable in order to obtain
            and maintain from and after the time such dividend is paid or
            payable a perfected, first priority lien on and security interest in
            such dividends, and

                  (viii) at any time and from time to time, promptly execute and
            deliver any and all further instruments and documents and take all
            such other action as the Collateral Agent may deem reasonably
            necessary or desirable in obtaining the full benefits of, or in
            perfecting and preserving the Liens of, such guaranties, mortgages,
            pledges, assignments, security agreement supplements and security
            agreements.
<PAGE>

                                       60


            (k) Further Assurances. (i) Promptly upon request by any Agent, or
      any Lender Party through the Administrative Agent, correct, and cause each
      of its Subsidiaries promptly to correct, any material defect or error that
      may be discovered in any Loan Document or in the execution,
      acknowledgment, filing or recordation thereof, and

            (ii) Promptly upon request by any Agent, or any Lender Party through
      the Administrative Agent, do, execute, acknowledge, deliver, record,
      re-record, file, re-file, register and re-register any and all such
      further acts, deeds, conveyances, pledge agreements, mortgages, deeds of
      trust, trust deeds, assignments, financing statements and continuations
      thereof, termination statements, notices of assignment, transfers,
      certificates, assurances and other instruments as any Agent, or any Lender
      Party through the Administrative Agent, may reasonably require from time
      to time in order to (A) carry out more effectively the purposes of the
      Loan Documents, (B) to the fullest extent permitted by applicable law,
      subject any Loan Party's or any of its Subsidiaries' properties, assets,
      rights or interests to the Liens now or hereafter intended to be covered
      by any of the Collateral Documents, (C) perfect and maintain the validity,
      effectiveness and priority of any of the Collateral Documents and any of
      the Liens intended to be created thereunder and (D) assure, convey, grant,
      assign, transfer, preserve, protect and confirm more effectively unto the
      Secured Parties the rights granted or now or hereafter intended to be
      granted to the Secured Parties under any Loan Document or under any other
      instrument executed in connection with any Loan Document to which any Loan
      Party or any of its Subsidiaries is or is to be a party, and cause each of
      its Subsidiaries to do so. Notwithstanding the foregoing, no Loan Party
      shall be required, solely pursuant to the provisions of this Section
      5.01(k), to encumber any assets which were not otherwise required to be
      encumbered on the Effective Date or pursuant to Section 5.01(j) of this
      Agreement.

            (l) Compliance with Terms of Leaseholds. Make all payments and
      otherwise perform all obligations in respect of all leases of real
      property to which the Borrower or any of its Subsidiaries is a party, keep
      such leases in full force and effect and not allow such leases to lapse or
      be terminated or any rights to renew such leases to be forfeited or
      cancelled, notify the Administrative Agent of any default by any party
      with respect to such leases and cooperate with the Administrative Agent in
      all respects to cure any such default, and cause each of its Subsidiaries
      to do so, except in each of the foregoing cases where the failure to do so
      would not have a Material Adverse Effect.

            (m) Performance of Material Contracts. Perform and observe all the
      terms and provisions of each Material Contract to be performed or observed
      by it, maintain each such Material Contract in full force and effect until
      the cancellation or termination thereof in accordance with its terms,
      enforce each such Material Contract in accordance with its terms, take all
      such action to such end as may be from time to time reasonably requested
      by the Administrative Agent and, upon request of the Administrative Agent,
      make to each
<PAGE>

                                       61


      other party to each such Material Contract such demands and requests for
      information and reports or for action as any Loan Party or any of its
      Subsidiaries is entitled to make under such Material Contract, and cause
      each of its Subsidiaries to do so, except in each of the foregoing cases
      where the failure to do so would not have a Material Adverse Effect.

            (n) Conditions Subsequent. Within 90 days of any Loan Party or Loan
      Parties investing more than $4,000,000 in any of the real property listed
      on Schedule 4.01(w) hereto, individually, or more than $20,000,000 in one
      or more of such properties, in the aggregate, deliver to the
      Administrative Agent the following each dated such day (unless otherwise
      specified) in form and substance satisfactory to the Lenders.

                  (i) Deeds of trust, trust deeds, mortgages, leasehold
            mortgages and leasehold deeds of trust in form reasonably
            satisfactory to the Administrative Agent (together with the
            Assignments of Leases and Rents referred to therein and each other
            mortgage delivered pursuant to Section 5.01(j), in each case as
            amended, the "Mortgages"), duly executed by the appropriate Loan
            Party, together with:

                        (A) evidence that counterparts of the Mortgages have
                  been duly recorded in all filing or recording offices that the
                  Administrative Agent may reasonably deem necessary or
                  desirable in order to create a valid first and subsisting Lien
                  on the property described therein in favor of the Collateral
                  Agent for the benefit of the Secured Parties and that all
                  filing and recording taxes and fees have been paid,

                        (B) fully paid American Land Title Association Lender's
                  Extended Coverage title insurance policies (the "Mortgage
                  Policies") in form and substance, with endorsements and in
                  amount reasonably acceptable to the Administrative Agent,
                  issued, coinsured and reinsured by title insurers acceptable
                  to the Administrative Agent, insuring the Mortgages to be
                  valid first and subsisting Liens on the property described
                  therein, free and clear of all defects (including, but not
                  limited to, mechanics' and materialmen's Liens) and
                  encumbrances, excepting only Permitted Encumbrances, and
                  providing for such other affirmative insurance (including
                  endorsements for future advances under the Loan Documents and
                  for mechanics' and materialmen's Liens) and such coinsurance
                  and direct access reinsurance as the Administrative Agent may
                  reasonably deem necessary or desirable,

                        (C) American Land Title Association form surveys,
                  certified to the Administrative Agent and the issuer of the
                  Mortgage Policies in a manner reasonably satisfactory to the
                  Administrative Agent by a land
<PAGE>

                                       62


                  surveyor duly registered and licensed in the States in which
                  the property described in such surveys is located and
                  acceptable to the Administrative Agent, showing all buildings
                  and other improvements, any off-site improvements, the
                  location of any easements, parking spaces, rights of way,
                  building set-back lines and other dimensional regulations and
                  the absence of encroachments, either by such improvements or
                  on to such property, and other defects, other than
                  encroachments and other defects reasonably acceptable to the
                  Administrative Agent,

                        (D) the Assignments of Leases and Rents referred to in
                  the Mortgages, duly executed by the appropriate Loan Party,

                        (E) such consents and agreements of lessors and other
                  third parties, and such estoppel letters and other
                  confirmations, as the Administrative Agent may reasonably deem
                  necessary or desirable,

                        (F) evidence of the insurance required by the terms of
                  the Mortgages, and

                        (G) evidence that all other action that the
                  Administrative Agent may deem reasonably necessary or
                  desirable in order to create valid first and subsisting Liens
                  on the property described in the Mortgages has been taken.

            SECTION 5.02. Negative Covenants. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid
or any Lender Party shall have any Commitment hereunder, the Parent will not, at
any time:

            (a) Liens, Etc. Create, incur, assume or suffer to exist, or permit
      any of its Subsidiaries to create, incur, assume or suffer to exist, any
      Lien on or with respect to any of its properties of any character
      (including, without limitation, accounts) whether now owned or hereafter
      acquired, or sign or file or suffer to exist, or permit any of its
      Subsidiaries to sign or file or suffer to exist, under the Uniform
      Commercial Code of any jurisdiction, a financing statement that names the
      Parent or any of its Subsidiaries as debtor, or sign or suffer to exist,
      or permit any of its Subsidiaries to sign or suffer to exist, any security
      agreement authorizing any secured party thereunder to file such financing
      statement, or assign, or permit any of its Subsidiaries to assign, any
      accounts or other right to receive income, except:

                  (i)   Liens created under the Loan Documents;

                  (ii)  Permitted Liens;
<PAGE>

                                       63


                  (iii) Liens existing on the date hereof and described on
            Schedule 4.01(v) hereto;

                  (iv) Liens arising in connection with Capitalized Leases
            permitted under Section 5.02(b)(iii); provided that no such Lien
            shall extend to or cover any Collateral or assets other than the
            assets subject to such Capitalized Leases; and

                  (v) Liens securing up to $200,000,000 of Debt of the Borrower
            under an additional facility (the "Additional Facility") to the
            extent that (1) such Debt is permitted pursuant to the proviso of
            Section 5.02(b) below, (2) no Default has occurred and is continuing
            or would result from the issuance of such Debt, (3) such Debt
            matures at least three months after the final maturity date of the
            Facilities, (4) the average life of the Additional Facility is
            longer that the average life of the Facilities and (5) the interest
            rate in respect of the Additional Facility is no greater than 0.50%
            per annum above the interest rate applicable to the Facilities (it
            being understood that the Debt in respect of the Additional Facility
            may be secured, on a pro rata basis (subject to intercreditor
            arrangements reasonably satisfactory to the Administrative Agent),
            with (x) the Debt in respect of the Tranche 2 Term B Facility and
            (y) the Debt in respect of the Tranche 1 Term B Facility so long as,
            after giving effect to such pro rata security arrangements, the Debt
            in respect of the Tranche 1 Term B Facility would be fully secured,
            in each case, to the extent that all agreements governing the terms
            of the Debt of the Parent and its Subsidiaries shall not prohibit
            such security arrangements).

            (b) Debt. Incur or permit any of its Subsidiaries to Incur any Debt,
      provided that the Parent and its Subsidiaries may Incur Debt if, after
      giving effect to the incurrence of such Debt and the receipt and
      application of the proceeds therefrom, the Interest Coverage Ratio would
      be at least 1.25:1.

            Notwithstanding the foregoing, the Parent and its Subsidiaries
      (except as specified below) may incur each and all of the following:

                  (i) with respect to the Parent and its Subsidiaries, Debt
            under the Loan Documents;

                  (ii) Subordinated Debt of the Parent or the Borrower
            outstanding at any time in an aggregate principal amount (together
            with refinancings thereof) not to exceed $50,000,000 so long as the
            maturity of such Debt is at least three months following the final
            maturity date of the Facilities and the other terms and conditions
            of such Debt are reasonably satisfactory to the Required Lenders;
<PAGE>

                                       64


                  (iii) (x) Capitalized Leases not to exceed in the aggregate
            $50,000,000 at any time outstanding, and (y) in the case of
            Capitalized Leases to which any Subsidiary of the Borrower is a
            party, Debt of the Borrower of the type described in clause (i) of
            the definition of "Debt" guaranteeing the Obligations of such
            Subsidiary under such Capitalized Leases;

                  (iv)  the Surviving Debt;

                  (v) Debt of the Parent so long as (1) a sufficient amount of
            cash to pay interest on the Facilities for the next succeeding 24
            months (in the reasonable judgment of the Administrative Agent) is
            deposited into escrow on terms and conditions that are mutually
            acceptable to the Administrative Agent and the Borrower, (2) the
            final maturity date of such Debt is at least three months after the
            final maturity date of the Facilities, (3) the Administrative Agent
            and the Required Lenders are reasonably satisfied that the Parent
            and its Subsidiaries shall be in compliance with the provisions of
            the Loan Documents for the period from the end of the escrow
            arrangements through the final maturity of the Facilities and (4)
            the Public Debt Rating of the Parent shall not be downgraded by any
            rating agency by more than one level as a result of the issuance of
            such Debt;

                  (vi) Debt of the Borrower under Hedge Agreements; provided
            that such agreements (a) are designed solely to protect the Borrower
            or its Subsidiaries against fluctuations in foreign currency
            exchange rates or interest rates and (b) do not increase the Debt of
            the obligor outstanding at any time other than as a result of
            fluctuations in foreign currency exchange rates or interest rates or
            by reason of fees, indemnities and compensation payable thereunder;
            and

                  (vii) Debt of any Loan Party owed to any other Loan Party.

            Notwithstanding any other provision under this Section 5.02(b), the
      maximum amount of Debt that the Borrower or a Subsidiary may Incur
      pursuant to this Section 5.02(b) shall not be deemed to be exceeded, with
      respect to any outstanding Debt, due solely to the result of fluctuations
      in the exchange rates of currencies.

            (c) Change in Nature of Business. Make, or permit any of its
      Subsidiaries to make, any material change in the nature of its business as
      carried on at the date hereof provided that, the Parent or any of its
      Subsidiaries may engage in activities that are ancillary or related to its
      business.

            (d) Mergers, Etc. Merge into or consolidate with any Person or
      permit any Person to merge into it, or permit any of its Subsidiaries to
      do so, except that:
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                                       65


                  (i) any Subsidiary of the Borrower may merge into or
            consolidate with any other Subsidiary of the Borrower, provided
            that, in the case of any such merger or consolidation, the Person
            formed by such merger or consolidation shall be a Subsidiary of the
            Borrower, provided further that, in the case of any such merger or
            consolidation to which a Subsidiary Guarantor is a party, the Person
            formed by such merger or consolidation shall be a Subsidiary
            Guarantor;

                  (ii) in connection with any acquisition permitted under
            Section 5.02(f), any Subsidiary of the Borrower may merge into or
            consolidate with any other Person or permit any other Person to
            merge into or consolidate with it; provided that the Person
            surviving such merger shall be a Subsidiary of the Borrower;

                  (iii) in connection with any sale or other disposition
            permitted under Section 5.02(e) (other than clause (ii) thereof),
            any Subsidiary of the Borrower may merge into or consolidate with
            any other Person or permit any other Person to merge into or
            consolidate with it;

                  (iv) any of the Borrower's Subsidiaries may merge into the
            Borrower; and

                  (v)   any Person may merge into the Borrower;

      provided, however, that in each case, immediately after giving effect
      thereto, no event shall occur and be continuing that constitutes a Default
      and in the case of any such merger to which the Borrower is a party, (i)
      the Borrower is the surviving corporation and (ii) except as permitted by
      Section 5.02(f)(vii), such merger does not adversely affect the existing
      rating of the Debt under this Agreement by S&P and Moody's or the Public
      Debt Rating.

            (e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise
      dispose of, or permit any of its Subsidiaries to sell, lease, transfer or
      otherwise dispose of, any assets (excluding Equity Interests), or grant
      any option or other right to purchase, lease or otherwise acquire any
      assets other than Inventory to be sold in the ordinary course of its
      business, except:

                  (i) (A) sales of Inventory in the ordinary course of its
            business and (B) sales and leases of assets, including, without
            limitation, fiber sales in the ordinary course of its business
            consistent with prudent business practice for companies engaged in
            similar businesses;

                  (ii) in a transaction authorized by Section 5.02(d) (other
            than subsection (iii) thereof);
<PAGE>

                                       66


                  (iii) sales of assets for cash and for fair value in an
            aggregate amount not to exceed $10,000,000 in any Fiscal Year;

                  (iv) sales of obsolete equipment for cash in an aggregate
            amount not to exceed $50,000,000; and

                  (v) any sale, lease, transfer or other disposition by the
            Parent or any Subsidiary of the Parent to a Loan Party;

      provided that in the case of sales of assets pursuant to clause (iii)
      above, the Borrower shall, on the date of receipt by any Loan Party or any
      of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the
      Advances pursuant to, and in the amount and order of priority set forth
      in, Section 2.05(b)(ii), as specified therein.

            (f) Investments in Other Persons. Make or hold, or permit any of its
      Subsidiaries to make or hold, any Investment in any Person, except:

            (i) equity Investments by the Parent and its Subsidiaries in their
      Subsidiaries outstanding on the date hereof and additional Investments in
      Loan Parties;

                  (ii) loans and advances to employees in the ordinary course of
            the business of the Parent and its Subsidiaries in an aggregate
            principal amount not to exceed $5,000,000 at any time outstanding;

                  (iii) Investments in Cash Equivalents;

                  (iv)  Investments existing on the date hereof and described on
            Schedule 4.01(y) hereto;

                  (v) other Investments in an aggregate cash amount invested not
            to exceed $150,000,000 plus 50% of the Net Cash Proceeds from any
            issuance of Equity Interests after the date of the Commitment
            Letter; provided that with respect to Investments made under this
            clause (v): (1) any newly acquired or organized Subsidiary of the
            Parent or any of its Subsidiaries shall be a wholly owned Subsidiary
            thereof; (2) immediately before and after giving effect thereto, no
            Default shall have occurred and be continuing or would result
            therefrom; and (3) any company or business acquired or invested in
            pursuant to this clause (v) shall be in the same line of business as
            the business of the Parent or any of its Subsidiaries or shall be
            engaged in an ancillary or related business; provided further that,
            if (i) any such Investment is made with a combination of cash and
            shares, stock or other securities of the Parent or any of its
            Subsidiaries and (ii) such Investment results in the rating of the
            Debt under this Agreement by S&P
<PAGE>

                                       67


            and Moody's or the Public Debt Rating existing at the time of such
            Investment being downgraded by more than one level, then the
            Applicable Margin shall increase by 0.50% per annum.

                  (vi) extension of trade credit in the ordinary course of
            business; and

                  (vii) shares, stock or other securities of any Person received
            in exchange for shares, stock or other securities of the Parent or
            any of its Subsidiaries; provided however that, if such combination
            results in the rating of the Debt under this Agreement by S&P and
            Moody's or the Public Debt Rating existing as of the time of such
            Investment being downgraded by more than one level, then the
            Applicable Margin shall increase by 0.50% per annum.

            (g) Restricted Payments. If a Default under Section 6.01(a) or
      5.02(b) has occurred and is continuing, in the case of the Borrower and
      its Subsidiaries, declare or pay any dividends, purchase, redeem, retire,
      defease or otherwise acquire for value any of its Equity Interests now or
      hereafter outstanding, return any capital to its stockholders, partners or
      members (or the equivalent Persons thereof) as such, make any distribution
      of assets, Equity Interests, obligations or securities to its
      stockholders, partners or members (or the equivalent Persons thereof) as
      such or issue or sell any Equity Interests or accept any capital
      contributions (other than capital contributions from the Borrower's or any
      such Subsidiary's parent to the extent permitted under 5.02(f)(i)), or
      permit any of its Subsidiaries to do any of the foregoing, or permit any
      of its Subsidiaries to purchase, redeem, retire, defease or otherwise
      acquire for value any Equity Interests in the Borrower or to issue or sell
      any Equity Interests therein; provided, however that, the Parent may use
      proceeds of such cash dividends only for the following purposes: (A) to
      pay scheduled interest and principal then due and payable on the Surviving
      Debt listed on part B of Schedule 4.01(u), (B) to make Permitted Payments
      in the aggregate amount of $10,000,000 during the term of this Agreement,
      so long as such proceeds shall not be used in consideration for principal
      payable on the Convertible Debt Securities and (C) to pay scheduled
      interest and principal of Debt issued by the Parent after the Effective
      Date in accordance with the terms of Section 5.02(b).

            (h) Amendments of Constitutive Documents. Amend, or permit any of
      its Subsidiaries to amend, its certificate of incorporation or bylaws or
      other constitutive documents except for any amendment that could not
      reasonably be expected to have a Material Adverse Effect.

            (i) Accounting Changes. Make or permit, or permit any of its
      Subsidiaries to make or permit, any change in (i) accounting policies or
      reporting practices, except as required by generally accepted accounting
      principles, or (ii) Fiscal Year.
<PAGE>

                                       68


            (j) Prepayments, Etc., of Debt. Prepay, redeem, purchase, defease or
      otherwise satisfy prior to the scheduled maturity thereof in any manner,
      or make any payment in violation of any subordination terms of, any Debt,
      except (i) the prepayment of the Advances in accordance with the terms of
      this Agreement, (ii) regularly scheduled or required repayments or
      redemptions or optional redemptions of Surviving Debt and (iii) Permitted
      Payments in the aggregate amount not to exceed $10,000,000 during the term
      of this Agreement, or amend, modify or change in any manner any term or
      condition of any Surviving Debt, except for any amendment, modification or
      change that could not reasonably be expected to have a Material Adverse
      Effect, or permit any of its Subsidiaries to do any of the foregoing other
      than to prepay any Debt payable to the Borrower or another Subsidiary of
      the Parent.

            (k) Negative Pledge. Enter into or suffer to exist, or permit any of
      its Subsidiaries to enter into or suffer to exist, any agreement
      prohibiting or conditioning the creation or assumption of any Lien upon
      any of its property or assets except (i) in favor of the Secured Parties
      or (ii) in connection with (A) any Surviving Debt or (B) any Capitalized
      Lease permitted by Section 5.02(b)(iii) solely to the extent that such
      Capitalized Lease prohibits a Lien on the property subject thereto.

            (l) Partnerships, Etc. Become a general partner in any general or
      limited partnership or joint venture, or permit any of its Subsidiaries to
      do so, other than any Subsidiary the sole assets of which consist of its
      interest in such partnership or joint venture.

            (m) Speculative Transactions. Engage, or permit any of its
      Subsidiaries to engage, in any transaction involving commodity options or
      futures contracts or any similar speculative transactions.

            (n) Formation of Subsidiaries. Organize or invest, or permit any
      Subsidiary to organize or invest, in any new Subsidiary except (a) as
      permitted under Section 5.02(f)(i) or (v) and (b) so long as (i) there
      exists no Default or Event of Default both before and after giving effect
      to the creation of any new wholly owned Subsidiary and the transfer of any
      assets to such wholly owned Subsidiary, (ii) immediately upon the creation
      of any new wholly owned Subsidiary, such Subsidiary shall become a
      Subsidiary Guarantor, (iii) the Borrower immediately delivers all shares
      of stock of the new wholly owned Subsidiary to the Administrative Lender
      together with stock powers executed in blank, and (iv) the Borrower or any
      Subsidiary of the Borrower owning any portion of the stock of any such new
      wholly owned Subsidiary executes and delivers to the Administrative Lender
      a pledge agreement pledging all such stock to secure the Obligations in
      form substantially similar to the pledge agreement executed by the
      Borrower in connection with this Agreement, the Borrower may create a new
      wholly owned Subsidiary of the Borrower.
<PAGE>

                                       69


            (o) Payment Restrictions Affecting Subsidiaries. Directly or
      indirectly, enter into or suffer to exist, or permit any of its
      Subsidiaries to enter into or suffer to exist, any agreement or
      arrangement limiting the ability of any of its Subsidiaries to declare or
      pay dividends or other distributions in respect of its Equity Interests or
      repay or prepay any Debt owed to, make loans or advances to, or otherwise
      transfer assets to or invest in, the Borrower or any Subsidiary of the
      Borrower (whether through a covenant restricting dividends, loans, asset
      transfers or investments, a financial covenant or otherwise), except (i)
      the Loan Documents, (ii) any agreement or instrument evidencing Surviving
      Debt and (iii) any agreement in effect at the time such Subsidiary becomes
      a Subsidiary of the Borrower, so long as such agreement was not entered
      into solely in contemplation of such Person becoming a Subsidiary of the
      Borrower.

            (p) Amendment, Etc., of Material Contracts. Cancel or terminate
      (except in accordance with the terms thereof) any Material Contract or
      consent to or accept any cancellation or termination thereof (except in
      accordance with the terms thereof), amend or otherwise modify any Material
      Contract or give any consent, waiver or approval thereunder, waive any
      default under or breach of any Material Contract, agree in any manner to
      any other amendment, modification or change of any term or condition of
      any Material Contract or take any other action in connection with any
      Material Contract that would impair the value of the interest or rights of
      any Loan Party thereunder or that would impair the interest or rights of
      any Agent or any Lender Party, or permit any of its Subsidiaries to do any
      of the foregoing, except, in each of the foregoing cases, where to do so
      would not be reasonably likely to have a Material Adverse Effect.

            SECTION 5.03. Reporting Requirements. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid
or any Lender Party shall have any Commitment hereunder, the Borrower will
furnish to the Agents and the Lender Parties:

            (a) Default Notice. As soon as possible and in any event within two
      days after the occurrence of each Default or any event, development or
      occurrence reasonably likely to have a Material Adverse Effect continuing
      on the date of such statement, a statement of the chief financial officer
      of the Borrower setting forth details of such Default or any such event,
      development or occurrence and the action that the Borrower has taken and
      proposes to take with respect thereto.

            (b) Annual Financials. As soon as available and in any event within
      90 days after the end of each Fiscal Year, a copy of an annual 10K report
      for such year for the Parent and its Subsidiaries, including therein a
      Consolidated balance sheet of the Parent and its Subsidiaries as of the
      end of such Fiscal Year and Consolidated statement of income and a
      Consolidated statement of cash flows of the Parent and its Subsidiaries
      for such Fiscal Year, in each case accompanied by an opinion acceptable to
      the Required Lenders of Arthur Andersen or other independent public
      accountants of recognized standing acceptable to the Required Lenders,
      together with (i) a certificate of such
<PAGE>

                                       70


      accounting firm to the Lender Parties stating that in the course of the
      regular audit of the business of the Parent and its Subsidiaries, which
      audit was conducted by such accounting firm in accordance with generally
      accepted auditing standards, such accounting firm has obtained no
      knowledge that a Default has occurred and is continuing, or if, in the
      opinion of such accounting firm, a Default has occurred and is continuing,
      a statement as to the nature thereof and (ii) a certificate of the Chief
      Financial Officer of the Borrower stating that no Default has occurred and
      is continuing or, if a default has occurred and is continuing, a statement
      as to the nature thereof and the action that the Borrower has taken and
      proposes to take with respect thereto.

            (c) Quarterly Financials. As soon as available and in any event
      within 45 days after the end of each of the first three quarters of each
      Fiscal Year, Consolidated balance sheet of the Parent and its Subsidiaries
      as of the end of such quarter and Consolidated statement of income and a
      Consolidated statement of cash flows of the Parent and its Subsidiaries
      for the period commencing at the end of the previous fiscal quarter and
      ending with the end of such fiscal quarter and Consolidated statement of
      income and a Consolidated statement of cash flows of the Parent and its
      Subsidiaries for the period commencing at the end of the previous Fiscal
      Year and ending with the end of such quarter, setting forth in each case
      in comparative form the corresponding figures for the corresponding date
      or period of the preceding Fiscal Year, all in reasonable detail and duly
      certified (subject to normal year-end audit adjustments) by the Chief
      Financial Officer of the Parent as having been prepared in accordance with
      GAAP, together with a certificate of said officer stating that no Default
      has occurred and is continuing or, if a Default has occurred and is
      continuing, a statement as to the nature thereof and the action that the
      Parent has taken and proposes to take with respect thereto.

            (d) Monthly Financials. As soon as available and in any event within
      30 days after the end of each month, a Consolidated balance sheet of the
      Parent and its Subsidiaries as of the end of such month and Consolidated
      statement of income and a Consolidated statement of cash flows of the
      Parent and its Subsidiaries for the period commencing at the end of the
      previous month and ending with the end of such month and Consolidated
      statement of income and a Consolidated statement of cash flows of the
      Parent and its Subsidiaries for the period commencing at the end of the
      previous Fiscal Year and ending with the end of such month, setting forth
      in each case in comparative form the corresponding figures for the
      preceding month, all in reasonable detail and duly certified by the Chief
      Financial Officer of the Parent.

            (e) Annual Forecasts. As soon as available and in any event no later
      than 45 days after the end of each Fiscal Year, forecasts prepared by
      management of the Borrower, in form satisfactory to the Administrative
      Agent, of balance sheets, income statements and cash flow statements on a
      monthly basis for the Fiscal Year following such Fiscal Year and on an
      annual basis for each Fiscal Year thereafter until the Termination Date.
<PAGE>

                                       71


            (f) Litigation. Promptly after the commencement thereof, notice of
      all actions, suits, investigations, litigation and proceedings before any
      court or governmental department, commission, board, bureau, agency or
      instrumentality, domestic or foreign, affecting any Loan Party or any of
      its Subsidiaries of the type described in Section 4.01(f), and promptly
      after the occurrence thereof, notice of any adverse change in the status
      or the financial effect on any Loan Party or any of its Subsidiaries of
      the Disclosed Litigation from that described on Schedule 4.01(f) hereto.

            (g) Securities Reports. Promptly after the sending or filing
      thereof, copies of all proxy statements, financial statements and reports
      that any Loan Party or any of its Subsidiaries sends to its stockholders,
      and copies of all regular, periodic and special reports, and all
      registration statements, that any Loan Party or any of its Subsidiaries
      files with the Securities and Exchange Commission or any governmental
      authority that may be substituted therefor, or with any national
      securities exchange.

            (h) Creditor Reports. Promptly after the furnishing thereof, copies
      of any statement or report furnished to any holder of Debt securities of
      any Loan Party or of any of its Subsidiaries pursuant to the terms of any
      indenture, loan or credit or similar agreement and not otherwise required
      to be furnished to the Lender Parties pursuant to any other clause of this
      Section 5.03.

            (i) Agreement Notices. Promptly upon receipt thereof, copies of all
      notices, requests and other documents received by any Loan Party or any of
      its Subsidiaries under or pursuant to any Material Contract or material
      instrument, indenture, loan or credit or similar agreement and, from time
      to time upon request by the Administrative Agent, such information and
      reports regarding the Related Documents, the Material Contracts and such
      instruments, indentures and loan and credit and similar agreements as the
      Administrative Agent may reasonably request.

            (j) Revenue Agent Reports. Within 10 days after receipt, copies of
      all Revenue Agent Reports (Internal Revenue Service Form 886), or other
      written proposals of the Internal Revenue Service, that propose, determine
      or otherwise set forth positive adjustments to the Federal income tax
      liability of the affiliated group (within the meaning of Section
      1504(a)(1) of the Internal Revenue Code) of which the Borrower is a member
      aggregating $2,000,000 or more.

            (k) Tax Certificates. Promptly, and in any event within fifteen
      Business Days after the due date (with extensions) for filing the final
      Federal income tax return in respect of each taxable year, a certificate
      (a "Tax Certificate"), signed by the President or the Chief Financial
      Officer of the Borrower, stating that the Borrower has paid to the
      Internal Revenue Service or other taxing authority, the full amount that
      the Borrower is required to pay in respect of Federal income tax for such
      year and that the Borrower and its Subsidiaries have received any amounts
      payable to them, and have not paid amounts
<PAGE>

                                       72


      in respect of taxes (Federal, state, local or foreign) in excess of the
      amount they are required to pay, under the Tax Agreement in respect of
      such taxable year.

            (l) ERISA. (i) ERISA Events and ERISA Reports. (A) Promptly and in
      any event within 10 days after any Loan Party or any ERISA Affiliate knows
      or has reason to know that any ERISA Event has occurred, a statement of
      the Chief Financial Officer of the Borrower describing such ERISA Event
      and the action, if any, that such Loan Party or such ERISA Affiliate has
      taken and proposes to take with respect thereto and (B) on the date any
      records, documents or other information must be furnished to the PBGC with
      respect to any Plan pursuant to Section 4010 of ERISA, a copy of such
      records, documents and information.

            (ii) Plan Terminations. Promptly and in any event within two
      Business Days after receipt thereof by any Loan Party or any ERISA
      Affiliate, copies of each notice from the PBGC stating its intention to
      terminate any Plan or to have a trustee appointed to administer any Plan.

            (iii) Plan Annual Reports. Promptly and in any event within 30 days
      after the filing thereof with the Internal Revenue Service, copies of each
      Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
      with respect to each Plan.

            (iv) Multiemployer Plan Notices. Promptly and in any event within
      five Business Days after receipt thereof by any Loan Party or any ERISA
      Affiliate from the sponsor of a Multiemployer Plan, copies of each notice
      concerning (A) the imposition of Withdrawal Liability by any such
      Multiemployer Plan, (B) the reorganization or termination, within the
      meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the
      amount of liability incurred, or that may be incurred, by such Loan Party
      or any ERISA Affiliate in connection with any event described in clause
      (A) or (B).

            (m) Environmental Conditions. Promptly after the assertion or
      occurrence thereof, notice of any Environmental Action against or of any
      noncompliance by any Loan Party or any of its Subsidiaries with any
      Environmental Law or Environmental Permit that could (i) reasonably be
      expected to have a Material Adverse Effect or (ii) cause any property
      described in the Mortgages to be subject to any restrictions on ownership,
      occupancy, use or transferability under any Environmental Law.

            (n) Real Property. (i) As soon as available and in any event within
      30 days after the end of each Fiscal Year, a report supplementing
      Schedules 4.01(w) and 4.01(x) hereto, including an identification of all
      owned and leased real property disposed of by the Borrower or any of its
      Subsidiaries during such Fiscal Year, a list and description (including
      the street address, county or other relevant jurisdiction, state, record
      owner, book value thereof and, in the case of leases of property, lessor,
      lessee, expiration date and annual rental cost thereof) of all real
      property acquired or leased during such Fiscal Year and a description of
      such other changes in the information included in such
<PAGE>

                                       73


      Schedules as may be necessary for such Schedules to be accurate and
      complete and (ii) promptly inform the Administrative Agent of any
      investments exceeding $4,000,000, in any of the real property listed on
      Schedule 4.01(w) hereto, individually, or $20,000,000 in one or more of
      such properties, in the aggregate, proposed to be made by any Loan Party
      or Loan Parties.

            (o) Insurance. As soon as available and in any event within 30 days
      after the end of each Fiscal Year, a report summarizing the insurance
      coverage (specifying type, amount and carrier) in effect for each Loan
      Party and its Subsidiaries and containing such additional information as
      any Agent, or any Lender Party through the Administrative Agent, may
      reasonably specify.

            (p) Other Information. Such other information respecting the
      business, condition (financial or otherwise), operations, performance,
      properties or prospects of any Loan Party or any of its Subsidiaries as
      any Agent, or any Lender Party through the Administrative Agent, may from
      time to time reasonably request.

                                  ARTICLE VI
                               EVENTS OF DEFAULT

            SECTION 6.01. Events of Default. If any of the following events
      ("Events of Default") shall occur and be continuing:

            (a) (i) the Borrower shall fail to pay any principal of any Advance
      when the same shall become due and payable or (ii) the Borrower shall fail
      to pay any interest on any Advance, or any Loan Party shall fail to make
      any other payment under any Loan Document, in each case under this clause
      (ii) within three Business Days after the same becomes due and payable; or

            (b) any representation or warranty made by any Loan Party (or any of
      its officers) under or in connection with any Loan Document shall prove to
      have been incorrect in any material respect when made; or

            (c) the Borrower shall fail to perform or observe any term, covenant
      or agreement contained in Section 2.13, 5.01(e), (f), (i), (j) or (m),
      5.02, or 5.03; or

            (d) any Loan Party shall fail to perform or observe any other term,
      covenant or agreement contained in any Loan Document on its part to be
      performed or observed if such failure shall remain unremedied for 30 days
      after the earlier of the date on which (i) a Responsible Officer becomes
      aware of such failure or (ii) written notice thereof shall have been given
      to the Borrower by any Agent or any Lender Party; or
<PAGE>

                                       74


            (e) any Loan Party or any of its Subsidiaries shall fail to pay any
      principal of, premium or interest on or any other amount payable in
      respect of any Debt that is outstanding in a principal amount (or, in the
      case of any Hedge Agreement, an Agreement Value) of at least $2,000,000
      either individually or in the aggregate (but excluding Debt outstanding
      hereunder) of such Loan Party or such Subsidiary (as the case may be),
      when the same becomes due and payable (whether by scheduled maturity,
      required prepayment, acceleration, demand or otherwise); or any other
      event shall occur or condition shall exist under any agreement or
      instrument relating to any such Debt, if the effect of such event or
      condition is to accelerate, or to permit the acceleration of, the maturity
      of such Debt or otherwise to cause, or to permit the holder thereof to
      cause, such Debt to mature; or any such Debt shall be declared to be due
      and payable or required to be prepaid or redeemed (other than by a
      regularly scheduled required prepayment or redemption), purchased or
      defeased, or an offer to prepay, redeem, purchase or defease such Debt
      shall be required to be made, in each case prior to the stated maturity
      thereof; or

            (f) any Loan Party or any of its Subsidiaries shall generally not
      pay its debts as such debts become due, or shall admit in writing its
      inability to pay its debts generally, or shall make a general assignment
      for the benefit of creditors; or any proceeding shall be instituted by or
      against any Loan Party or any of its Subsidiaries seeking to adjudicate it
      a bankrupt or insolvent, or seeking liquidation, winding up,
      reorganization, arrangement, adjustment, protection, relief, or
      composition of it or its debts under any law relating to bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an order for relief or the appointment of a receiver, trustee, or other
      similar official for it or for any substantial part of its property and,
      in the case of any such proceeding instituted against it (but not
      instituted by it) that is being diligently contested by it in good faith,
      either such proceeding shall remain undismissed or unstayed for a period
      of 60 days or any of the actions sought in such proceeding (including,
      without limitation, the entry of an order for relief against, or the
      appointment of a receiver, trustee, custodian or other similar official
      for, it or any substantial part of its property) shall occur; or any Loan
      Party or any of its Subsidiaries shall take any corporate action to
      authorize any of the actions set forth above in this subsection (f); or

            (g) any judgment or order for the payment of money in excess of
      $5,000,000 shall be rendered against any Loan Party or any of its
      Subsidiaries and either (i) enforcement proceedings shall have been
      commenced by any creditor upon such judgment or order or (ii) there shall
      be any period of 10 consecutive days during which a stay of enforcement of
      such judgment or order, by reason of a pending appeal or otherwise, shall
      not be in effect; or

            (h) any non-monetary judgment or order shall be rendered against any
      Loan Party or any of its Subsidiaries that could be reasonably likely to
      have a Material Adverse Effect, and there shall be any period of 10
      consecutive days during which a stay of
<PAGE>

                                       75


      enforcement of such judgment or order, by reason of a pending appeal or
      otherwise, shall not be in effect; or

            (i) any provision of any Loan Document after delivery thereof
      pursuant to Section 3.01 or 5.01(j) shall for any reason cease to be valid
      and binding on or enforceable against any Loan Party party to it, or any
      such Loan Party shall so state in writing; or

            (j) any Collateral Document after delivery thereof pursuant to
      Section 3.01 or 5.01(j) shall for any reason (other than pursuant to the
      terms thereof) cease to create a valid and perfected first priority lien
      on and security interest in the Collateral purported to be covered
      thereby; or

            (k)   a Change of Control shall occur; or

            (l) any ERISA Event shall have occurred with respect to a Plan and
      the sum (determined as of the date of occurrence of such ERISA Event) of
      the Insufficiency of such Plan and the Insufficiency of any and all other
      Plans with respect to which an ERISA Event shall have occurred and then
      exist (or the liability of the Loan Parties and the ERISA Affiliates
      related to such ERISA Event) exceeds $2,000,000; or

            (m) any Loan Party or any ERISA Affiliate shall have been notified
      by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
      Liability to such Multiemployer Plan in an amount that, when aggregated
      with all other amounts required to be paid to Multiemployer Plans by the
      Loan Parties and the ERISA Affiliates as Withdrawal Liability (determined
      as of the date of such notification), exceeds $2,000,000 or requires
      payments exceeding $1,000,000 per annum; or

            (n) any Loan Party or any ERISA Affiliate shall have been notified
      by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
      reorganization or is being terminated, within the meaning of Title IV of
      ERISA, and as a result of such reorganization or termination the aggregate
      annual contributions of the Loan Parties and the ERISA Affiliates to all
      Multiemployer Plans that are then in reorganization or being terminated
      have been or will be increased over the amounts contributed to such
      Multiemployer Plans for the plan years of such Multiemployer Plans
      immediately preceding the plan year in which such reorganization or
      termination occurs by an amount exceeding $1,000,000; or

            (o) an "Event of Default" (as defined in any Mortgage) shall have
      occurred and be continuing;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Commitments of each
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                                       76


Lender Party and the obligation of each Lender Party to make Advances to be
terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, by notice to the
Borrower, declare the Notes, all interest thereon and all other amounts payable
under this Agreement and the other Loan Documents to be forthwith due and
payable, whereupon the Notes, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to the Borrower under the Federal Bankruptcy
Code, (x) the Commitments of each Lender Party and the obligation of each Lender
Party to make Advances shall automatically be terminated and (y) the Notes, all
such interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower.

                                  ARTICLE VII

                                   GUARANTY

            SECTION 7.01. Guaranty; Limitation of Liability. (a) Each Guarantor,
jointly and severally, hereby absolutely, unconditionally and irrevocably
guarantees the punctual payment when due, whether at scheduled maturity or on
any date of a required prepayment or by acceleration, demand or otherwise, of
all Obligations of each other Loan Party now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the
foregoing Obligations), whether direct or indirect, absolute or contingent, and
whether for principal, interest, premiums, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such obligations being the "Guaranteed
Obligations"), and agrees to pay any and all reasonable expenses (including,
without limitation, reasonable fees and expenses of counsel) incurred by the
Administrative Agent or any other Secured Party in enforcing any rights under
this Agreement or any other Loan Document. Without limiting the generality of
the foregoing, each Guarantor's liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by any other
Loan Party to any Secured Party under or in respect of the Loan Documents but
for the fact that they are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving such other Loan
Party.

            (b) Each Guarantor, and by its acceptance of this Agreement, the
Administrative Agent and each other Secured Party, hereby confirms that it is
the intention of all such Persons that this Agreement and the Obligations of
each Guarantor hereunder not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar foreign, federal or state law to the
extent applicable to this Guaranty and the Obligations of each Guarantor
hereunder. To effectuate the foregoing intention, the Administrative Agent, the
other Lender Parties and the
<PAGE>

                                       77


Guarantors hereby irrevocably agree that the obligations of each Guarantor under
this Guaranty at any time shall be limited to the maximum amount as will result
in the Obligations of such Guarantor under this Agreement not constituting a
fraudulent transfer or conveyance.

            (c) Each Guarantor hereby unconditionally and irrevocably agrees
that in the event any payment shall be required to be made to any Secured Party
under this Agreement or any other guaranty, such Guarantor will contribute, to
the maximum extent permitted by law, such amounts to each other Guarantor and
each other guarantor so as to maximize the aggregate amount paid to the Secured
Parties under or in respect of the Loan Documents.

            SECTION 7.02. Guaranty Absolute. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Loan Documents, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Lender with respect thereto. The obligations of each Guarantor under or in
respect of this Agreement are independent of the Guaranteed Obligations or any
other obligations of any other Loan Party under or in respect of the Loan
Documents, and a separate action or actions may be brought and prosecuted
against each Guarantor to enforce this Agreement, irrespective of whether any
action is brought against the Borrower or any other Loan Party or whether the
Borrower or any other Loan Party is joined in any such action or actions. The
liability of each Guarantor under this Agreement shall be irrevocable, absolute
and unconditional irrespective of, and each Guarantor hereby irrevocably waives
any defenses it may now have or hereafter acquire in any way relating to, any or
all of the following:

            (a) any lack of validity or enforceability of any Loan Document or
      any agreement or instrument relating thereto;

            (b) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Guaranteed Obligations or any other
      obligations of any other Loan Party under or in respect of the Loan
      Documents, or any other amendment or waiver of or any consent to departure
      from any Loan Document, including, without limitation, any increase in the
      Guaranteed Obligations resulting from the extension of additional credit
      to any Loan Party or any of its Subsidiaries or otherwise;

            (c) any taking, exchange, release or non-perfection of any
      collateral, or any taking, release or amendment or waiver of, or consent
      to departure from, any other guaranty, for all or any of the Guaranteed
      Obligations;

            (d) any manner of application of Collateral any other collateral, or
      proceeds thereof, to all or any of the Guaranteed Obligations, or any
      manner of sale or other disposition of any collateral for all or any of
      the Guaranteed Obligations or any other obligations of any Loan Party
      under the Loan Documents or any other assets of any Loan Party or any of
      its Subsidiaries;
<PAGE>

                                       78


            (e) any change, restructuring or termination of the corporate
      structure or existence of any Loan Party or any of its Subsidiaries;

            (f) any failure of any Secured Party to disclose to any Loan Party
      any information relating to the business, condition (financial or
      otherwise), operations, performance, properties or prospects of any other
      Loan Party now or hereafter known to such Secured Parties (each Guarantor
      waiving any duty on the part of the Secured Parties to disclose such
      information);

            (g) the failure of any other Person to execute or deliver this
      Agreement, any Guaranty Supplement or any other guaranty or agreement or
      the release or reduction of liability of any Guarantor or other guarantor
      or surety with respect to the Guaranteed Obligations; or

            (h) any other circumstance (including, without limitation, any
      statute of limitations) or any existence of or reliance on any
      representation by any Secured Party that might otherwise constitute a
      defense available to, or a discharge of, any Loan Party or any other
      guarantor or surety.

This Agreement shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Administrative Agent or any Secured Party
or any other Person upon the insolvency, bankruptcy or reorganization of the
Borrower or any other Loan Party or otherwise, all as though such payment had
not been made.

            SECTION 7.03. Waivers and Acknowledgments. (a) Each Guarantor hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Agreement and any requirement that
any Secured Party protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Loan Party
or any other Person or any Collateral.

            (b) Each Guarantor hereby unconditionally and irrevocably waives any
right to revoke this Agreement and acknowledges that this Agreement is
continuing in nature and applies to all Guaranteed Obligations, whether existing
now or in the future.

            (c) Each Guarantor hereby unconditionally and irrevocably waives (i)
any defense arising by reason of any claim or defense based upon an election of
remedies by any Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of such Guarantor or other rights of such
Guarantor to proceed against any of the other Loan Parties, any
<PAGE>

                                       79


other guarantor or any other Person or any collateral and (ii) any defense based
on any right of set-off or counterclaim against or in respect of the Obligations
of such Guarantor hereunder.

            (d) Each Guarantor hereby unconditionally and irrevocably waives any
duty on the part of any Secured Party to disclose to such Guarantor any matter,
fact or thing relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Loan Party or any
of its Subsidiaries now or hereafter known by such Secured Party.

            (e) Each Guarantor acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated by the
Loan Documents and that the waivers set forth in Section 7.02 and this Section
7.03 are knowingly made in contemplation of such benefits.

            SECTION 7.04. Subrogation. Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Borrower or any other Loan Party or any other inside
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor's Obligations under or in respect of this Agreement or any other
Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any Secured Party against the Borrower,
any other Loan Party or any other insider guarantor or any Collateral, whether
or not such claim, remedy or right arises in equity or under contract, statute
or common law, including, without limitation, the right to take or receive from
the Borrower, any other Loan Party or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations and all other amounts payable under this
Agreement shall have been paid in full in cash, and the Commitments shall have
expired or been terminated. If any amount shall be paid to any Guarantor in
violation of the immediately preceding sentence at any time prior to the latest
of (a) the payment in full in cash of the Guaranteed Obligations and all other
amounts payable under this Agreement, and (b) the Termination Date, such amount
shall be received and held in trust for the benefit of the Secured Parties,
shall be segregated from other property and funds of such Guarantor and shall
forthwith be paid or delivered to the Administrative Agent in the same form as
so received (with any necessary endorsement or assignment) to be credited and
applied to the Guaranteed Obligations and all other amounts payable under this
Agreement, whether matured or unmatured, in accordance with the terms of the
Loan Documents, or to be held as collateral for any Guaranteed Obligations or
other amounts payable under this Agreement thereafter arising. If (i) any
Guarantor shall make payment to any Secured Party of all or any part of the
Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other
amounts payable under this Agreement shall have been paid in full in cash, and
(iii) the Termination Date shall have occurred, the Secured Parties will, at
such Guarantor's request and expense, execute and deliver to such Guarantor
appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to such Guarantor
<PAGE>

                                       80


of an interest in the Guaranteed Obligations resulting from such payment made by
such Guarantor pursuant to this Agreement.

            SECTION 7.05. Guaranty Supplements. Upon the execution and delivery
by any Person of a guaranty supplement in substantially the form of Exhibit H
hereto (each, a "Guaranty Supplement"), (a) such Person shall be referred to as
an "Additional Guarantor" and shall become and be a Guarantor hereunder, and
each reference in this Agreement to a "Guarantor" shall also mean and be a
reference to such Additional Guarantor, and each reference in any other Loan
Document to a "Subsidiary Guarantor" shall also mean and be a reference to such
Additional Guarantor, and (b) each reference herein to "this Guaranty",
"hereunder", "hereof" or words of like import referring to this Agreement, and
each reference in any other Loan Document to the "Guaranty", "thereunder",
"thereof " or words of like import referring to this Agreement, shall mean and
be a reference to this Agreement as supplemented by such Guaranty Supplement.

            SECTION 7.06. Subordination. Each Guarantor hereby subordinates any
and all debts, liabilities and other Obligations owed to such Guarantor by each
other Loan Party (the "Subordinated Obligations") to the Guaranteed Obligations
to the extent and in the manner hereinafter set forth in this Section 7.06:

            (a) Prohibited Payments, Etc. Except during the continuance of a
      Default (including the commencement and continuation of any proceeding
      under any Bankruptcy Law relating to any other Loan Party), each Guarantor
      may receive regularly scheduled payments from any other Loan Party on
      account of the Subordinated Obligations. After the occurrence and during
      the continuance of any Default (including the commencement and
      continuation of any proceeding under any Bankruptcy Law relating to any
      other Loan Party), however, unless the Required Lenders otherwise agree,
      no Guarantor shall demand, accept or take any action to collect any
      payment on account of the Subordinated Obligations.

            (b) Prior Payment of Guaranteed Obligations. In any proceeding under
      any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees
      that the Secured Parties shall be entitled to receive payment in full in
      cash of all Guaranteed Obligations (including all interest and expenses
      accruing after the commencement of a proceeding under any Bankruptcy Law,
      whether or not constituting an allowed claim in such proceeding
      ("Post-Petition Interest")) before such Guarantor receives payment of any
      Subordinated Obligations.

            (c) Turn-Over. After the occurrence and during the continuance of
      any Default (including the commencement and continuation of any proceeding
      under any Bankruptcy Law relating to any other Loan Party), each Guarantor
      shall, if the Administrative Agent so requests, collect, enforce and
      receive payments on account of the Subordinated Obligations as trustee for
      the Secured Parties and deliver such payments
<PAGE>

                                       81


      to the Administrative Agent on account of the Guaranteed Obligations
      (including all Post-Petition Interest), together with any necessary
      endorsements or other instruments of transfer, but without reducing or
      affecting in any manner the liability of such Guarantor under the other
      provisions of this Agreement.

            (d) Administrative Agent Authorization. After the occurrence and
      during the continuance of any Default (including the commencement and
      continuation of any proceeding under any Bankruptcy Law relating to any
      other Loan Party), the Administrative Agent is authorized and empowered
      (but without any obligation to so do), in its discretion, (i) in the name
      of each Guarantor, to collect and enforce, and to submit claims in respect
      of, Subordinated Obligations and to apply any amounts received thereon to
      the Guaranteed Obligations (including any and all Post-Petition Interest),
      and (ii) to require each Guarantor (A) to collect and enforce, and to
      submit claims in respect of, Subordinated Obligations and (B) to pay any
      amounts received on such obligations to the Administrative Agent for
      application to the Guaranteed Obligations (including any and all
      Post-Petition Interest).

            SECTION 7.07. Continuing Guaranty; Assignments. This Agreement is a
continuing guaranty and shall (a) remain in full force and effect until the
latest of (i) the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Agreement and (ii) the Termination Date, (b) be
binding upon the Guarantor, its successors and assigns and (c) inure to the
benefit of and be enforceable by the Secured Parties and their successors,
transferees and assigns. Without limiting the generality of clause (c) of the
immediately preceding sentence, subject to Section 9.07, any Secured Party may
assign or otherwise transfer all or any portion of its rights and obligations
under this Agreement (including, without limitation, all or any portion of its
Commitments, the Committed Advances owing to it and the Note or Notes held by
it) to any other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to such Secured Party herein or
otherwise, in each case as and to the extent provided in Section 9.07. No
Guarantor shall have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Secured Parties.

            SECTION 7.08. Release of Guarantor. In the event that all of the
capital stock of one or more Guarantors is sold or otherwise disposed of (except
to the Borrower or any of its Subsidiaries) or liquidated in compliance with the
requirements of the this Agreement (or such sale or other disposition or
liquidation has been approved in writing by the Required Lenders) and the
proceeds of such sale, disposition or liquidation are applied in accordance with
the provisions of this Agreement, to the extent applicable, such Guarantor shall
be released from this Agreement and this Agreement shall, as to each such
Guarantor or Guarantors, terminate, and have no further force or effect (it
being understood and agreed that the sale of one or more persons that own,
directly or indirectly, all of the capital stock or partnership interests of any
Guarantor shall be deemed to be a sale of such Guarantor for the purposes of
this Section 7.08).
<PAGE>

                                       82


                                 ARTICLE VIII

                                   THE AGENT

            SECTION 8.01. Authorization and Action. Each Lender Party hereby
appoints and authorizes each Agent to take such action as agent on its behalf
and to exercise such powers and discretion under this Agreement and the other
Loan Documents as are delegated to such Agent by the terms hereof and thereof,
together with such powers and discretion as are reasonably incidental thereto.
As to any matters not expressly provided for by the Loan Documents (including,
without limitation, enforcement or collection of the Notes), no Agent shall be
required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lender Parties and all holders of Notes;
provided, however, that no Agent shall be required to take any action that
exposes such Agent to personal liability or that is contrary to this Agreement
or applicable law. Each Agent agrees to give to each Lender Party prompt notice
of each notice given to it by the Borrower pursuant to the terms of this
Agreement.

            SECTION 8.02. Agents' Reliance, Etc. Neither any Agent nor any of
their respective directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them under or in connection
with the Loan Documents, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, each Agent:
(a) may treat the payee of any Note as the holder thereof until, in the case of
the Administrative Agent, the Administrative Agent receives and accepts an
Assignment and Acceptance entered into by the Lender that is the payee of such
Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any
other Agent, such Agent has received notice from the Administrative Agent that
it has received and accepted such Assignment and Acceptance, in each case as
provided in Section 9.07; (b) may consult with legal counsel (including counsel
for any Loan Party), independent public accountants and other experts selected
by it and shall not be liable for any action taken or omitted to be taken in
good faith by it in accordance with the advice of such counsel, accountants or
experts; (c) makes no warranty or representation to any Lender Party and shall
not be responsible to any Lender Party for any statements, warranties or
representations (whether written or oral) made in or in connection with the Loan
Documents; (d) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of any
Loan Document on the part of any Loan Party or to inspect the property
(including the books and records) of any Loan Party; (e) shall not be
responsible to any Lender Party for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; and (f) shall incur no liability under or
in respect of any Loan Document by acting upon any notice, consent, certificate
or other instrument
<PAGE>

                                       83


or writing (which may be by telegram, telecopy or telex) believed by it to be
genuine and signed or sent by the proper party or parties.

            SECTION 8.03. Morgan Stanley and Affiliates. With respect to its
Commitments, the Advances made by it and the Notes issued to it, Morgan Stanley
shall have the same rights and powers under the Loan Documents as any other
Lender Party and may exercise the same as though it were not an Agent; and the
term "Lender Party" or "Lender Parties" shall, unless otherwise expressly
indicated, include Morgan Stanley in its individual capacity. Morgan Stanley and
its affiliates may accept deposits from, lend money to, act as trustee under
indentures of, accept investment banking engagements from and generally engage
in any kind of business with, any Loan Party, any of its Subsidiaries and any
Person that may do business with or own securities of any Loan Party or any such
Subsidiary, all as if Morgan Stanley was not an Agent and without any duty to
account therefor to the Lender Parties.

            SECTION 8.04. Lender Party Credit Decision. Each Lender Party
acknowledges that it has, independently and without reliance upon any Agent or
any other Lender Party and based on the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender Party also acknowledges that it will, independently and
without reliance upon any Agent or any other Lender Party and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement.

            SECTION 8.05. Indemnification. (a) Each Lender Party severally
agrees to indemnify each Agent (to the extent not promptly reimbursed by the
Borrower) from and against such Lender Party's ratable share (determined as
provided below) of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against such Agent in any way relating to or arising out of the Loan Documents
or any action taken or omitted by such Agent under the Loan Documents; provided,
however, that no Lender Party 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 as found in a final, non-appealable judgment by a court of
competent jurisdiction. Without limitation of the foregoing, each Lender Party
agrees to reimburse each Agent promptly upon demand for its ratable share of any
costs and expenses (including, without limitation, fees and expenses of counsel)
payable by the Borrower under Section 9.04 (other than under Section 9.04(c)),
to the extent that such Agent is not promptly reimbursed for such costs and
expenses by the Borrower.

            (b) For purposes of this Section 8.05, the Lender Parties'
respective ratable shares of any amount shall be determined, at any time,
according to the sum of (i) the aggregate principal amount of the Advances
outstanding at such time and owing to the respective Lender Parties and (ii) the
Commitments of the respective Lender Parties at such time. The failure of
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                                       84


any Lender Party to reimburse any Agent promptly upon demand for its ratable
share of any amount required to be paid by the Lender Parties to such Agent as
provided herein shall not relieve any other Lender Party of its obligation
hereunder to reimburse such Agent for its ratable share of such amount, but no
Lender Party shall be responsible for the failure of any other Lender Party to
reimburse such Agent for such other Lender Party's ratable share of such amount.
Without prejudice to the survival of any other agreement of any Lender Party
hereunder, the agreement and obligations of each Lender Party contained in this
Section 8.05 shall survive the payment in full of principal, interest and all
other amounts payable hereunder and under the other Loan Documents.

            SECTION 8.06. Successor Agents. Any Agent may resign at any time by
giving written notice thereof to the Lender Parties and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lender Parties, appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States or of any State thereof and having
a combined capital and surplus of at least $250,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent and, in the case of a
successor Collateral Agent, upon the execution and filing or recording of such
financing statements, or amendments thereto, and such amendments or supplements
to the Mortgages, and such other instruments or notices, as may be necessary or
desirable, or as the Required Lenders may request, in order to continue the
perfection of the Liens granted or purported to be granted by the Collateral
Documents, such successor Agent shall succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under the
Loan Documents. If within 45 days after written notice is given of the retiring
Agent's resignation or removal under this Section 8.06 no successor Agent shall
have been appointed and shall have accepted such appointment, then on such 45th
day (i) the retiring Agent's resignation or removal shall become effective, (ii)
the retiring Agent shall thereupon be discharged from its duties and obligations
under the Loan Documents and (iii) the Required Lenders shall thereafter perform
all duties of the retiring Agent under the Loan Documents until such time, if
any, as the Required Lenders appoint a successor Agent as provided above. After
any retiring Agent's resignation or removal hereunder as Agent shall have become
effective, the provisions of this Article VIII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Agent under this
Agreement.

<PAGE>

                                       85

                                  ARTICLE IX

                                 MISCELLANEOUS

            SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes or any other Loan Document, nor consent
to any departure by any Loan Party therefrom, shall in any event be effective
unless the same shall be in writing and signed (or, in the case of the
Collateral Documents, consented to) by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that (a) no amendment,
waiver or consent shall, unless in writing and signed by all of the Lenders
(other than any Lender Party that is, at such time, a Defaulting Lender), do any
of the following at any time: (i) waive any of the conditions specified in
Section 3.01 or, in the case of the Initial Extension of Credit, Section 3.02,
(ii) change the number of Lenders or the percentage of (x) the Commitments or
(y) the aggregate unpaid principal amount of the Advances that, in each case,
shall be required for the Lenders or any of them to take any action hereunder,
(iii) reduce or limit the obligations of any Guarantor under Section 7.01 or
release such Guarantor or otherwise limit such Guarantor's liability with
respect to the Obligations owing to the Agents and the Lender Parties, (iv)
release all or substantially all of the Collateral in any transaction or series
of related transactions or permit the creation, incurrence, assumption or
existence of any Lien on all or substantially all of the Collateral in any
transaction or series of related transactions to secure any Obligations other
than Obligations owing to the Secured Parties under the Loan Documents, or (v)
amend Section 2.10 or this Section 9.01, and (b) no amendment, waiver or consent
shall, unless in writing and signed by the Required Lenders and each Lender
(other than any Lender that is, at such time, a Defaulting Lender) that has a
Commitment under any of the Facility if such Lender is directly affected by such
amendment, waiver or consent, (i) increase the Commitments of such Lender or
subject such Lender to any additional obligations, (ii) reduce the principal of,
or interest on, the Notes held by such Lender or any fees or other amounts
payable hereunder to such Lender or (iii) postpone any date fixed for any
payment of principal of, or interest on, the Notes held by such Lender or any
fees or other amounts payable hereunder to such Lender; and provided further
that no amendment, waiver or consent shall, unless in writing and signed by an
Agent in addition to the Lenders required above to take such action, affect the
rights or duties of such Agent under this Agreement or the other Loan Documents.

            SECTION 9.02. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telecopy or
telex communication) and mailed, telegraphed, telecopied, telexed or delivered,
if to the Borrower, at its address at 1791 OG Skinner Drive, West Point, GA
81833, Attention: Doug Shumate; if to any Initial Lender, at its Domestic
Lending Office specified opposite its name on Schedule I hereto; if to any other
Lender Party, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender Party; if to the Collateral
Agent, at its address at Morgan Stanley & Co. Incorporated, 1585 Broadway, New
York, New York 10036, T: (212) 761-4866, F:(212) 761-0592, Attention: James
Morgan; and if to the Administrative Agent, at its address at Morgan Stanley
Senior Funding Inc., 1585 Broadway, New York, New York 10036, T: (212) 761-4866,
F:(212) 761-0592, Attention: James Morgan; or, as to any party, at such other
address as shall be designated by such party in a written notice to the other
parties. All such notices and communications shall, when mailed, telegraphed,
telecopied or telexed, be effective when

<PAGE>

                                       86


deposited in the mails, delivered to the telegraph company, transmitted by
telecopier or confirmed by telex answerback, respectively, except that notices
and communications to any Agent pursuant to Article II, III or VIII shall not be
effective until received by such Agent. Manual delivery by telecopier of an
executed counterpart of any amendment or waiver of any provision of this
Agreement or the Notes or of any Exhibit hereto to be executed and delivered
hereunder shall be effective as delivery of an original executed counterpart
thereof.

            SECTION 9.03. No Waiver; Remedies. No failure on the part of any
Lender Party or any Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

            SECTION 9.04. Costs and Expenses. (a) The Borrower agrees to pay on
demand (i) all costs and expenses of each Agent and the Joint Lead Arrangers in
connection with the preparation, execution, delivery, administration,
modification and amendment of the Loan Documents (including, without limitation,
(A) all due diligence, collateral review, syndication, transportation, computer,
duplication, appraisal, audit, insurance, consultant, search, filing and
recording fees and expenses and (B) the reasonable fees and expenses of counsel
for each Agent and the Joint Lead Arrangers with respect thereto, with respect
to advising such Agent as to its rights and responsibilities, or the perfection,
protection or preservation of rights or interests, under the Loan Documents,
with respect to negotiations with any Loan Party or with other creditors of any
Loan Party or any of its Subsidiaries arising out of any Default or any events
or circumstances that may give rise to a Default and with respect to presenting
claims in or otherwise participating in or monitoring any bankruptcy, insolvency
or other similar proceeding involving creditors' rights generally and any
proceeding ancillary thereto) and (ii) all costs and expenses of each Agent ,
the Joint Lead Arrangers and each Lender Party in connection with the
enforcement of the Loan Documents, whether in any action, suit or litigation, or
any bankruptcy, insolvency or other similar proceeding affecting creditors'
rights generally (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent, the Joint Lead Arrangers and
each Lender Party with respect thereto).

            (b) The Borrower agrees to indemnify and hold harmless each Agent,
the Joint Lead Arrangers, each Lender Party and each of their Affiliates and
their respective officers, directors, employees, agents and advisors (each, an
"Indemnified Party") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation or proceeding or preparation of a defense in connection therewith)
any claims by third parties involving (i) the Facilities, the actual or proposed
use of the proceeds of the Advances, the Loan Documents or any of the
transactions contemplated thereby, or (ii) the actual or alleged presence of
Hazardous Materials on any property of any Loan Party or any of its Subsidiaries
or any Environmental
<PAGE>

                                       87


Action relating in any way to any Loan Party or any of its Subsidiaries, except
to the extent such claim, damage, loss, liability or expense results from such
Indemnified Party's gross negligence or willful misconduct. In the case of an
investigation, litigation or other proceeding to which the indemnity in this
Section 9.04(b) applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by any Loan Party, its
directors, shareholders or creditors or an Indemnified Party or any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated by the Loan Documents are consummated. Each of the parties hereto
also agrees not to assert any claim against any other party hereto or any of
their respective Affiliates, or any of their respective officers, directors,
employees, attorneys and agents, on any theory of liability, for special,
indirect, consequential or punitive damages arising out of or otherwise relating
to the Facilities, the actual or proposed use of the proceeds of the Advances,
the Loan Documents or any of the transactions contemplated by the Loan
Documents.

            (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender Party
other than on the last day of the Interest Period for such Advance, as a result
of a payment or Conversion pursuant to Section 2.05, 2.08(b)(i) or 2.09(d),
acceleration of the maturity of the Notes pursuant to Section 6.01 or for any
other reason, or if the Borrower fails to make any payment or prepayment of an
Advance for which a notice of prepayment has been given or that is otherwise
required to be made, whether pursuant to Section 2.03, 2.05 or 6.01 or
otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender Party any amounts required to compensate such Lender
Party for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion or such failure to pay or prepay, as
the case may be, including, without limitation, any loss (including loss of any
interest that, but for such failure, such Lender would have earned with respect
to such principal amount, reduced if such Lender Party is able to redeposit or
reinvest such principal amount, by interest earned by such Lender as a result of
such redeposit or reinvestment), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by any Lender
Party to fund or maintain such Advance.

            (d) If any Loan Party fails to pay when due any costs, expenses or
other amounts payable by it under any Loan Document, including, without
limitation, fees and expenses of counsel and indemnities, such amount may be
paid on behalf of such Loan Party by the Administrative Agent or any Lender
Party, in its sole discretion.

            (e) Without prejudice to the survival of any other agreement of any
Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Borrower contained in Sections 2.09 and 2.10 and this Section
9.04 shall survive the payment in full of principal, interest and all other
amounts payable hereunder and under any of the other Loan Documents.
<PAGE>

                                       88


            SECTION 9.05. Right of Set-off. Upon (a) the occurrence and during
the continuance of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Agent and each Lender Party and each of their
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Agent, such Lender Party
or such Affiliate to or for the credit or the account of the Borrower against
any and all of the Obligations of the Borrower now or hereafter existing under
the Loan Documents, irrespective of whether such Agent or such Lender Party
shall have made any demand under this Agreement or such Note or Notes and
although such obligations may be unmatured. Each Agent and each Lender Party
agrees promptly to notify the Borrower after any such set-off and application;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Agent and each
Lender Party and their respective Affiliates under this Section are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Agent, such Lender Party and their respective Affiliates may
have.

            SECTION 9.06. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower and each Agent and the
Administrative Agent shall have been notified by each Initial Lender and that
such Initial Lender has executed it and thereafter shall be binding upon and
inure to the benefit of the Borrower, each Agent and each Lender Party and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the Lender Parties.

            SECTION 9.07. Assignments and Participations. (a) Each Lender may
assign to one or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment or Commitments, the Advances owing to it and the Note
or Notes held by it); provided, however, that (i) except in the case of an
assignment to a Person that, immediately prior to such assignment, was a Lender,
an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of
all of a Lender's rights and obligations under this Agreement, the aggregate
amount of the Commitments being assigned to such Eligible Assignee pursuant to
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $1,000,000 (or such
lesser amount as shall be approved by the Administrative Agent and, so long as
no Event of Default shall have occurred and be continuing at the time of
effectiveness of such assignment, the Borrower, such approval, in the case of
the Borrower, not to be unreasonably withheld), (ii) each such assignment shall
be to an Eligible Assignee, and (iii) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with any Note
or Notes subject to such assignment. No processing and recordation fee shall be
due.
<PAGE>

                                       89


            (b) Upon such execution, delivery, consent, acceptance and
recording, from and after the effective date specified in such Assignment and
Acceptance, (i) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and (ii) the Lender assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights (other than its rights under
Sections 2.09, 2.10 and 9.04 to the extent any claim thereunder relates to an
event arising prior to such assignment) and be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party hereto).

            (c) By executing and delivering an Assignment and Acceptance, each
Lender Party assignor thereunder and each assignee thereunder confirm to and
agree with each other and the other parties thereto and hereto as follows: (i)
other than as provided in such Assignment and Acceptance, such assigning Lender
Party makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with any Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; (ii) such assigning Lender Party makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or the performance or observance by any
Loan Party of any of its obligations under any Loan Document or any other
instrument or document furnished pursuant thereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon any Agent, such assigning Lender Party
or any other Lender Party and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes each
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under the Loan Documents as are delegated to such Agent by the terms
hereof and thereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender, as the case may be.

            (d) The Administrative Agent shall maintain at its address referred
to in Section 9.02 a copy of each Assignment and Acceptance delivered to and
accepted by it.

            (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender Party and an assignee, together with any Note or Notes subject
to such
<PAGE>

                                       90


assignment, the Administrative Agent shall, if such Assignment and Acceptance
has been completed and is in substantially the form of Exhibit C hereto, (i)
accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Borrower and
each other Agent. In the case of any assignment by a Lender, within five
Business Days after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Administrative Agent in exchange for
the surrendered Note or Notes a new Note to the order of such Eligible Assignee
in an amount equal to the Commitment assumed by it under each Facility pursuant
to such Assignment and Acceptance and, if any assigning Lender has retained a
Commitment hereunder under such Facility, a new Note to the order of such
assigning Lender in an amount equal to the Commitment retained by it hereunder.
Such new Note or Notes shall be in an aggregate principal amount equal to the
aggregate principal amount of such surrendered Note or Notes, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A-1 or A-2 hereto, as the case may be.

            (f) Each Lender Party may sell participations to one or more Persons
(other than any Loan Party or any of its Affiliates) in or to all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitments, the Advances owing to it and
the Note or Notes (if any) held by it); provided, however, that (i) such Lender
Party's obligations under this Agreement (including, without limitation, its
Commitments) shall remain unchanged, (ii) such Lender Party shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender Party shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Borrower, the Agents and the other Lender
Parties shall continue to deal solely and directly with such Lender Party in
connection with such Lender Party's rights and obligations under this Agreement
and (v) no participant under any such participation shall have any right to
approve any amendment or waiver of any provision of any Loan Document, or any
consent to any departure by any Loan Party therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation, postpone any date fixed for any payment of
principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation, or release
all or substantially all of the Collateral.

            (g) Any Lender Party may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.07, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender
Party by or on behalf of the Borrower; provided, however, that, prior to any
such disclosure, the assignee or participant or proposed assignee or participant
shall agree to preserve the confidentiality of any Confidential Information
received by it from such Lender Party.

            (h) Notwithstanding any other provision set forth in this Agreement,
any Lender Party may at any time create a security interest in all or any
portion of its rights under this
<PAGE>

                                       91


Agreement (including, without limitation, the Advances owing to it and the Note
or Notes held by it) in favor of any Federal Reserve Bank in accordance with
Regulation A of the Board of Governors of the Federal Reserve System.

            SECTION 9.08. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Manual delivery of an executed counterpart of a signature page to
this Agreement by telecopier shall be effective as delivery of an original
executed counterpart of this Agreement.

            SECTION 9.09. Confidentiality. Neither any Agent nor any Lender
Party shall disclose any Confidential Information to any Person without the
consent of the Borrower, other than (a) to such Agent's or such Lender Party's
Affiliates and their officers, directors, employees, agents and advisors and to
actual or prospective Eligible Assignees and participants, and then only on a
confidential basis, (b) as required by any law, rule or regulation or judicial
process, (c) as requested or required by any state, Federal or foreign authority
or examiner regulating such Lender Party, (d) to any rating agency when required
by it, provided that, prior to any such disclosure, such rating agency shall
undertake to preserve the confidentiality of any Confidential Information
relating to the Loan Parties received by it from such Lender Party and (e) to
any direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor, provided that prior to such
disclosure, such contractual counterparty or professional advisor to such
contractual counterparty shall undertake to preserve the confidentiality of any
Confidential Information relating to the Loan Parties received by it from such
Agent or Lender Party.

            SECTION 9.10. Release of Collateral. Upon the sale, lease, transfer
or other disposition of any item of Collateral of any Loan Party [(including,
without limitation, as a result of the sale, in accordance with the terms of the
Loan Documents, of the Loan Party that owns such Collateral)] in accordance with
the terms of the Loan Documents, the Collateral Agent will, at the Borrower's
expense, execute and deliver to such Loan Party such documents as such Loan
Party may reasonably request to evidence the release of such item of Collateral
from the assignment and security interest granted under the Collateral Documents
in accordance with the terms of the Loan Documents.

            SECTION 9.11. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or Federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or any of the other Loan Documents to which it is a party, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by
<PAGE>

                                       92


law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement
or any of the other Loan Documents in the courts of any jurisdiction.

            (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any of the
other Loan Documents to which it is a party in any New York State or Federal
court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

            SECTION 9.12. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.
<PAGE>

                                       93


            SECTION 9.13. Waiver of Jury Trial. Each of the Guarantors, the
Borrower, the Agents and the Lender Parties irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to any of the Loan
Documents, the Advances or the actions of any Agent or any Lender Party in the
negotiation, administration, performance or enforcement thereof.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                    ITC/\DELTACOM, INC.

                                    By /s/ Andrew M. Walker
                                      ----------------------------
                                      Title: Chief Executive Officer


                                    INTERSTATE FIBERNET, INC.

                                    By /s/ Andrew M. Walker
                                      ----------------------------
                                      Title: Chief Executive Officer


                                    ITC/\DELTACOM COMMUNICATIONS, INC.

                                    By /s/ Andrew M. Walker
                                      ----------------------------
                                      Title: Chief Executive Officer


                                    DELTACOM INFORMATION SYSTEMS, INC.

                                    By /s/ Andrew M. Walker
                                      ----------------------------
                                      Title: Chief Executive Officer
<PAGE>

                                       94


                                    MORGAN STANLEY SENIOR FUNDING, INC.,
                                         as Administrative Agent

                                    By /s/ Lucy Galbraith
                                      ----------------------------
                                      Title: Principal


                                    MORGAN STANLEY & CO.  INCORPORATED
                                         as Collateral Agent

                                    By /s/ Lucy Galbraith
                                      ----------------------------
                                      Title: Principal
<PAGE>

                                    Initial Lenders

                                    MORGAN STANLEY SENIOR FUNDING, INC.

                                    By /s/ R. Bram Smith
                                      ----------------------------
                                      Title: Managing Director
<PAGE>

                                    BANK OF AMERICA, N.A.

                                    By /s/ Derrick Bell
                                      ----------------------------
                                      Title: Vice President
<PAGE>

                                    BAVARIA TRR CORPORATION

                                    By /s/ Lori Rezza
                                      ----------------------------
                                      Title: Vice President
<PAGE>

                                    KZH CNC LLC

                                    By /s/ Susan Lee
                                      ----------------------------
                                      Title: Authorized Agent
<PAGE>

`                                   FRANKLIN FLOATING RATE TRUST

                                    By /s/ Chanucey Lufkin
                                      ----------------------------
                                      Title: Vice President
<PAGE>

                                    FIDELITY & GUARANTY LIFE INSURANCE CO.

                                    By /s/ Edward S. Meigs
                                      ----------------------------
                                      Title: Vice President
<PAGE>

                                    WEBSTER BANK

                                    By /s/ Elizabeth V. Piker
                                      ----------------------------
                                      Title: Vice President, Specialized
                                             Industries
<PAGE>

                                    IBM CREDIT CORPORATION

                                    By /s/ Salvatore F. Grazzo
                                      ----------------------------
                                      By: Salvatore F. Grazzo
                                      Title: Manager Commercial
                                             Financing Americas
<PAGE>

                             EXHIBIT A-1 - FORM OF
                             TRANCHE 1 TERM B NOTE

U.S.$__________                           Dated: __________, 2000
            FOR VALUE RECEIVED, the undersigned, Interstate FiberNet, Inc., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_______________ (the "Lender") for the account of its Applicable Lending Office
(as defined in the Credit Agreement referred to below) the principal amount of
the Tranche 1 Term B Advance (as defined below) owing to the Lender by the
Borrower pursuant to the Credit Agreement dated as of April , 2000 (as amended
or modified from time to time, the "Credit Agreement"; the terms defined therein
, unless otherwise defined herein, being used herein as therein defined) among
the Parent, the Borrower, the Subsidiary Guarantors, the Initial Lenders, Morgan
Stanley Senior Funding, Inc., as Joint Lead Arranger, Joint Book Runner and
Administrative Agent, Morgan Stanley & Co. Incorporated, as Collateral Agent,
Bank of America Securities LLC., as Joint Lead Arranger and Joint Book Runner,
and Bank of America, N.A., as Syndication Agent on the dates and in the amounts
specified in the Credit Agreement.

            The Borrower promises to pay interest on the unpaid principal amount
of the Tranche 1 Term B Advance from the date of such Tranche 1 Term B Advance
until such principal amount is paid in full, at such interest rates, and payable
at such times, as are specified in the Credit Agreement.

            Both principal and interest are payable in lawful money of the
United States of America to Morgan Stanley Senior Funding Inc., as
Administrative Agent, at 1585 Broadway, New York, New York 10036, in same day
funds. The Tranche 1 Term B Advance owing to the Lender by the Borrower pursuant
to the Credit Agreement, and the maturity thereof, and all payments made on
account of principal thereof, shall be recorded by the Lender and, prior to any
transfer hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; provided, however, that the failure of the Lender to make any
such recordation or endorsement shall not affect the Obligations of the Borrower
under this Promissory Note.
<PAGE>

            This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of a single Tranche 1 Term B Advance
by the Lender to the Borrower in an aggregate amount not to exceed at any time
outstanding the U.S. dollar amount first above mentioned, the indebtedness of
the Borrower resulting from such Tranche 1 Term B Advance being evidenced by
this Promissory Note, and (ii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified. The obligations of the Borrower under
this Promissory Note and the other Loan Documents, and the obligations of the
other Loan Parties under the Loan Documents, are secured by the Collateral as
provided in the Loan Documents.

            This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                          INTERSTATE FIBERNET, INC.


                                          By____________________________
                                             Title:
<PAGE>

                      ADVANCES AND PAYMENTS OF PRINCIPAL

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                              Amount of
                 Amount of  Principal Paid   Unpaid Principal   Notation
       Date       Advance     or Prepaid         Balance         Made By
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<PAGE>

                             EXHIBIT A-2 - FORM OF
                             TRANCHE 2 TERM B NOTE

U.S.$__________                                        Dated: __________, 2000

            FOR VALUE RECEIVED, the undersigned, Interstate FiberNet, Inc., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_______________ (the "Lender") for the account of its Applicable Lending Office
(as defined in the Credit Agreement referred to below) the principal amount of
the Tranche 2 Term B Advance (as defined below) owing to the Lender by the
Borrower pursuant to the Credit Agreement dated as of April , 2000 (as amended
or modified from time to time, the "Credit Agreement"; the terms defined
therein, unless otherwise defined herein, being used herein as therein defined)
among the Parent, the Borrower, the Subsidiary Guarantors, the Initial Lenders,
Morgan Stanley Senior Funding, Inc., as Joint Lead Arranger, Joint Book Runner
and Administrative Agent, Morgan Stanley & Co. Incorporated, as Collateral
Agent, Bank of America Securities LLC., as Joint Lead Arranger and Joint Book
Runner and Bank of America, N.A., as Syndication Agent on the dates and in the
amounts specified in the Credit Agreement.

            The Borrower promises to pay interest on the unpaid principal amount
of the Tranche 2 Term B Advance from the date of such Tranche 2 Term B Advance
until such principal amount is paid in full, at such interest rates, and payable
at such times, as are specified in the Credit Agreement.

            Both principal and interest are payable in lawful money of the
United States of America to Morgan Stanley Senior Funding Inc., as
Administrative Agent, at 1585 Broadway, New York, New York 10036, in same day
funds. The Tranche 2 Term B Advance owing to the Lender by the Borrower pursuant
to the Credit Agreement, and the maturity thereof, and all payments made on
account of principal thereof, shall be recorded by the Lender and, prior to any
transfer hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; provided, however, that the failure of the Lender to make any
such recordation or endorsement shall not affect the Obligations of the Borrower
under this Promissory Note.
<PAGE>

            This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of a single Tranche 2 Term B Advance
by the Lender to the Borrower in an aggregate amount not to exceed at any time
outstanding the U.S. dollar amount first above mentioned, the indebtedness of
the Borrower resulting from such Tranche 2 Term B Advance being evidenced by
this Promissory Note, and (ii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified. The obligations of the Borrower under
this Promissory Note and the other Loan Documents, and the obligations of the
other Loan Parties under the Loan Documents, are secured by the Collateral as
provided in the Loan Documents.

            This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                          INTERSTATE FIBERNET, INC.

                                          By_________________________________
                                             Title:
<PAGE>

                      ADVANCES AND PAYMENTS OF PRINCIPAL

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                                  Amount of
                    Amount of   Principal Paid   Unpaid Principal   Notation
       Date          Advance     or Prepaid         Balance          Made By
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