EXHIBIT 10.7
SUBORDINATED GUARANTEE
SUBORDINATED GUARANTEE dated as of September 13, 2002 (this
"GUARANTEE"), made by each of the signatories hereto (the "GUARANTORS") in favor
of XXXXXX XXXXXXX SENIOR FUNDING, INC. ("MSSF"), both individually and as
Administrative Agent, in its capacity as such (the "BRIDGE AGENT"), Wachovia
INVESTORS, INC. (formerly known as First Union Investors, Inc.) and CIBC INC.
(collectively, the "BRIDGE LENDERS"), as the lenders under the Bridge Financing
Agreement dated as of August 1, 2000, as amended as of the date hereof and as
may be further amended, amended and restated, supplemented or modified from time
to time, (the "BRIDGE AGREEMENT"), between CHOICE ONE COMMUNICATIONS, INC., a
Delaware corporation (the "BORROWER") and the Bridge Lenders.
W I T N E S S E T H:
WHEREAS, pursuant to the Third Amended and Restated Credit
Agreement, as previously amended and amended and restated as of the date hereof,
and as may be further amended, amended and restated, supplemented or modified
from time to time (the "SENIOR CREDIT AGREEMENT"), among the Borrower, as
guarantor, the Guarantors, as borrowers, Wachovia Investors, Inc. (formerly
known as First Union Investors, Inc.), as administrative agent (the "SENIOR
AGENT"), General Electric Capital Corporation, as syndication agent, and Xxxxxx
Xxxxxxx Senior Funding, Inc., as documentation agent and the other lenders party
thereto (the "SENIOR LENDERS"), the Senior Lenders have agreed to provide a
portion of the Term C Loans (as defined therein) under the Senior Credit
Agreement (the "NEW LOANS") to the Guarantors, as borrowers, upon the terms and
subject to the conditions set forth in the Senior Credit Agreement;
WHEREAS, each Guarantor is a domestic subsidiary of the
Borrower;
WHEREAS, in order to allow for the New Loans, the consent and
waiver of the Bridge Lenders is required to amend the Bridge Agreement;
WHEREAS, the Borrower and the Guarantors are engaged in
related businesses, and the Borrower and each Guarantor will derive substantial
direct and indirect benefit from the New Loans;
WHEREAS, the Borrower, the Guarantors, the Bridge Lenders, the
Bridge Agent, the Senior Lenders and the Senior Agent have entered into an
Intercreditor Agreement, dated as of the date hereof (the "INTERCREDITOR
AGREEMENT"); and
WHEREAS, it is a condition precedent to the obligation of the
Bridge Lenders to amend the Bridge Agreement to allow for the New Loans, that
the Guarantors shall have executed and delivered this Guarantee to the Bridge
Lenders.
NOW, THEREFORE, in consideration of the premises and to induce
the Bridge Lenders to give the consents and waivers necessary to amend the
Bridge Agreement, the Guarantors hereby agree with the Bridge Lenders, as
follows:
1. DEFINED TERMS. (a) Unless otherwise defined herein, terms defined in
the Bridge Agreement and used herein shall have the meanings given to them in
the Bridge Agreement.
(b) As used herein, the term "LIMITED SUBSIDIARY" means, as of any date of
determination, either Choice One Communications of Pennsylvania Inc., a Delaware
corporation, Choice One Communications of Ohio Inc., a Delaware corporation, or
US Xchange of Indiana, L.L.C., a Delaware limited liability company, and
"LIMITED SUBSIDIARIES" means all of such entities; PROVIDED, that each entity
shall cease to be a Limited Subsidiary upon receipt by such entity (with a copy
to the Bridge Agent) of authorization by each applicable PUC to guarantee the
Obligations as provided hereunder.
(c) As used herein, the term "OBLIGATIONS" means the collective reference to the
unpaid principal of and interest on the Rollover Notes and all other obligations
and liabilities of the Borrower to the Bridge Lenders that may arise under, out
of, or in connection with, the Bridge Agreement, the other Loan Documents or any
other documents made, delivered or given in connection therewith (including,
without limitation, interest accruing at the then applicable rate provided in
the Bridge Agreement after the maturity of the Rollover Notes and interest
accruing at the then applicable rate provided in the Bridge Agreement after the
filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding),
whether direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter incurred, on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Bridge Lenders that is
required to be paid by the Borrower or any Guarantor pursuant to the terms of
the Bridge Agreement or any other Loan Document).
(d) The words "hereof," "herein" and "hereunder" and words of similar import
when used in this Guarantee shall refer to this Guarantee as a whole and not to
any particular provision of this Guarantee, and Section references are to
Sections of this Guarantee unless otherwise specified.
(e) The meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms.
2. GUARANTEE. (a) Subject to the provisions of Section 2(b), each of the
Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantees to each of the Bridge Lenders the prompt and complete payment and
performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations.
(b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount that can be guaranteed
by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors.
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(c) All of the Guarantors shall be jointly and severally liable for the
guarantees of the Obligations, and references to the Guarantors with respect to
the guarantees of the Obligations or any portion thereof shall mean each
Guarantor on a joint and several basis; PROVIDED that notwithstanding anything
else herein to the contrary, the guarantees of the Obligations made by any
Limited Subsidiary, while designated a Limited Subsidiary, shall expire on the
date that is 364 days after the date hereof (the "END DATE") and PROVIDED
FURTHER that notwithstanding anything else herein to the contrary, unless each
Limited Subsidiary has received the PUC Authorizations set forth in Section 5.14
of the Bridge Agreement by the End Date, all of the Obligations of the Company
shall become due and payable on the End Date pursuant to the Bridge Agreement.
(d) Each Guarantor further agrees to pay any and all expenses (including,
without limitation, all reasonable fees and disbursements of counsel) that may
be paid or incurred by the Bridge Lenders in enforcing any rights with respect
to, or collecting, any or all of the Obligations and/or enforcing any rights
with respect to, or collecting against, such Guarantor under this Guarantee, or
obtaining advice of counsel in respect thereof. This Guarantee shall remain in
full force and effect until the Obligations are paid in full and any commitments
under the Bridge Agreement are terminated, notwithstanding that from time to
time prior thereto the Borrower may be free from any Obligations.
(e) Each Guarantor agrees that the Obligations may at any time and from time to
time exceed the amount of the liability of such Guarantor hereunder without
impairing this Guarantee or affecting the rights and remedies of the Bridge
Lenders hereunder.
(f) No payment or payments made by the Borrower, any of the Guarantors, any
other guarantor or any other Person, or received or collected by the Bridge
Lenders from the Borrower, any of the Guarantors, any other guarantor or any
other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or
in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Guarantor hereunder, which shall,
notwithstanding any such payment or payments other than payments made by such
Guarantor in respect of the Obligations or payments received or collected from
such Guarantor in respect of the Obligations, remain liable for the Obligations
up to the maximum liability of such Guarantor hereunder until the Obligations
are paid in full and the Commitment is terminated.
3. INTERCREDITOR AGREEMENT. Notwithstanding anything in this Guarantee to the
contrary, expressed or implied, this Guarantee is subject to the terms of the
Intercreditor Agreement. To the extent that any provision of this Guarantee
conflicts with the Intercreditor Agreement, the provisions of the Intercreditor
Agreement shall be controlling.
4. SECURITY. The Guarantors agree to enter into and keep in full force and
effect, subject to the terms thereof, the Bridge Security Agreement and the
Bridge Pledge Agreement to secure the obligations of the Guarantors under this
Guarantee.
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5. RIGHT OF CONTRIBUTION. Each Guarantor hereby agrees that to the extent that a
Guarantor shall have paid more than its proportionate share of any payment made
hereunder, such Guarantor shall be entitled to seek and receive contribution
from and against any other Guarantor hereunder who has not paid its
proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 6 hereof. The provisions
of this Section 4 shall in no respect limit the obligations and liabilities of
any Guarantor to any of the Bridge Lenders, and each Guarantor shall remain
liable to each of the Bridge Lenders for the full amount guaranteed by such
Guarantor hereunder.
6. RIGHT OF SET-OFF. Each Guarantor hereby irrevocably authorizes each of the
Bridge Lenders at any time and from time to time following the occurrence and
during the continuance of an Event of Default without notice to such Guarantor
or any other Guarantor, any such notice being expressly waived by each
Guarantor, upon any amount becoming due and payable by such Guarantor hereunder
(whether at stated maturity, by acceleration or otherwise) to set-off and
appropriate and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, due or to become due, at any time held or owing by the Bridge
Lenders to or for the credit or the account of such Guarantor. The Bridge
Lenders shall notify such Guarantor promptly of any such set-off and the
appropriation and application made by any of the Bridge Lenders, PROVIDED, that
the failure to give such notice shall not affect the validity of such set-off
and application.
7. NO GUARANTOR SUBROGATION. Notwithstanding any payment or payments made by any
of the Guarantors hereunder or any set-off or appropriation and application of
funds of any of the Guarantors by the Bridge Lenders, no Guarantor shall be
entitled to be subrogated to any of the rights of the Bridge Lenders against the
Borrower or any other Guarantor or any collateral security or guarantee or right
of offset held by any of the Bridge Lenders for the payment of the Obligations,
nor shall any Guarantor seek or be entitled to seek any contribution or
reimbursement from the Borrower or any other Guarantor in respect of payments
made by such Guarantor hereunder, until all amounts owing to each of the Bridge
Lenders by the Borrower on account of the Obligations are paid in full and the
Commitment is terminated. If any amount shall be paid to any Guarantor on
account of such subrogation rights at any time when all the Obligations shall
not have been paid in full, such amount shall be held by such Guarantor in trust
for each of the Bridge Lenders, segregated from other funds of such Guarantor,
and shall, forthwith upon receipt by such Guarantor, be turned over to the
Bridge Lenders in the exact form received by such Guarantor (duly indorsed by
such Guarantor to each of the Bridge Lenders, if required), to be applied
against the Obligations, whether due or to become due, in such order as the
Bridge Lenders may determine.
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8. WAIVERS; AMENDMENTS. Each Guarantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Guarantor
and without notice to or further assent by any Guarantor, any demand for payment
of any of the Obligations made by the Bridge Lenders may be rescinded by such
party and any of the Obligations continued, and the Obligations, or the
liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Bridge Lenders,
and the Bridge Agreement, the other Loan Documents and any other documents
executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Bridge Lenders may deem
advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by the Bridge Lenders for the payment of the Obligations
may be sold, exchanged, waived, surrendered or released. The Bridge Lenders
shall not have any obligation to protect, secure, perfect or insure any Lien at
any time held by it as security for the Obligations or for this Guarantee or any
property subject thereto. When making any demand hereunder against any of the
Guarantors, the Bridge Lenders may, but shall be under no obligation to, make a
similar demand on the Borrower or any other Guarantor or guarantor, and any
failure by any of the Bridge Lenders to make any such demand or to collect any
payments from the Borrower or any such other Guarantor or guarantor or any
release of the Borrower or such other Guarantor or guarantor shall not relieve
any of the Guarantors in respect of which a demand or collection is not made or
any of the Guarantors not so released of their several obligations or
liabilities hereunder, and shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of any of the Bridge Lenders against
any of the Guarantors. For the purposes hereof, "demand" shall include the
commencement and continuance of any legal proceedings.
9. GUARANTEE ABSOLUTE AND UNCONDITIONAL. Each Guarantor waives any and all
notice of the creation, contraction, incurrence, renewal, extension, amendment,
waiver or accrual of any of the Obligations, and notice of or proof of reliance
by the Bridge Lenders upon this Guarantee or acceptance of this Guarantee, the
Obligations or any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended, waived or accrued, in
reliance upon this Guarantee; and all dealings between the Borrower and any of
the Guarantors, on the one hand, and the Bridge Lenders, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon this Guarantee. Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Borrower or any of the Guarantors with respect to the Obligations. Each
Guarantor understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity, regularity or enforceability of the Bridge Agreement or any
other Loan Document, any of the Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Bridge Lenders, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) that may at any
time be available to or be asserted by the Borrower against the Bridge Lenders
or (c) any other circumstance whatsoever (with or without notice to or knowledge
of the Borrower or such Guarantor) that constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrower for the Obligations,
or of such Guarantor under this Guarantee, in bankruptcy or in any other
instance.
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When pursuing its rights and remedies hereunder against any Guarantor,each of
the Bridge Lenders may, but shall be under no obligation to, pursue such
rights and remedies as it may have against the Borrower or any other Person or
against any collateral security or guarantee for the Obligations or any right of
offset with respect thereto, and any failure by any of the Bridge Lenders to
pursue such other rights or remedies or to collect any payments from the
Borrower or any such other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of
the Borrower or any such other Person or any such collateral security, guarantee
or right of offset, shall not relieve such Guarantor of any liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Bridge Lenders against such Guarantor.
This Guarantee shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon each Guarantor and the
successors and assigns thereof, and shall inure to the benefit each of the
Bridge Lenders, and its successors, indorsees, transferees and assigns, until
the Obligations are paid in full and any commitments under the Bridge Agreement
are terminated, notwithstanding that from time to time prior thereto the
Borrower may be free from any Obligations.
10. REINSTATEMENT. This Guarantee shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be refunded or repaid, or must otherwise
be restored or returned by the Administrative Agent or any of the Bridge Lenders
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrower or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or any Guarantor or any substantial part of its property, or otherwise,
all as though such payments had not been made, and, if prior thereto, this
Guarantee shall have been canceled or surrendered (and if any Lien or collateral
securing the Guarantors' liability hereunder shall have been released or
terminated by virtue of such cancellation or surrender), this Guarantee (and
such Lien or collateral) shall be reinstated in full force and effect, and such
prior cancellation or surrender shall not diminish, release, discharge, impair
or otherwise affect the obligations of the Guarantors in respect of the amount
of such payment (or any Lien or collateral securing such Obligation)..
11. PAYMENTS. Each Guarantor hereby guarantees that payments hereunder will be
paid to the Bridge Lenders without set-off or counterclaim in lawful money of
the United States in Federal or other immediately available funds to the Bridge
Agent for the account of the Bridge Lenders.
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12. REPRESENTATIONS AND WARRANTIES; COVENANTS. (a) Each Guarantor hereby
represents and warrants that the representations and warranties set forth in
Article 3 of the Bridge Agreement, as they relate to such Guarantor or the Loan
Documents to which such Guarantor is a party, each of which is hereby
incorporated herein by reference subject to the Schedules delivered pursuant to
the Bridge Agreement, are true and correct as of the date hereof as if fully set
forth herein, and each of the Bridge Lenders shall be entitled to rely on each
of them as if they were fully set forth herein, except for any representations
and warranties made as of an earlier date, which representations and warranties
shall be true and correct in all material respects as of such earlier date.
(b) Each Guarantor hereby covenants and agrees with the Bridge Lenders that,
from and after the date of this Guarantee until the Obligations are paid in full
and any commitments under the Bridge Agreement are terminated, notwithstanding
that from time to time prior thereto the Borrower may be free from any
Obligations, such Guarantor shall take, or shall refrain from taking, as the
case may be, all actions that are necessary to be taken or not taken so that the
Borrower is not in violation of any provision, covenant or agreement contained
in Article 5 or 6 of the Bridge Agreement, and so that no Default or Event of
Default, is caused by any act or failure to act of such Guarantor.
13. NOTICES. All notices, requests and demands pursuant hereto shall be made in
accordance with Section 9.01 of the Bridge Agreement, PROVIDED, that any such
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at the notice address set forth under its signature below.
14. COUNTERPARTS. This Guarantee may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which when
so executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A set of the counterparts of this
Guarantee signed by all the Guarantors shall be lodged with each of the Bridge
Lenders.
15. FAX TRANSMISSION. A facsimile, telecopy or other reproduction of this
Guarantee may be executed by one or more parties hereto, and an executed copy of
this Guarantee may be delivered by one or more parties hereto by facsimile or
similar instantaneous electronic transmission devise pursuant to which the
signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original
of this Guarantee as well as any facsimile, telecopy or other reproduction
hereof.
16. SEVERABILITY. If any provision of this Guarantee is invalid, illegal or
unenforceable in any jurisdiction then, to the fullest extent permitted by law,
(i) such provision shall, as to such jurisdiction, be ineffective to the extent
(but only to the extent) of such invalidity, illegality or unenforceability,
(ii) the other provisions of this Guarantee shall remain in full force and
effect in such jurisdiction and shall be liberally construed in favor of the
Bridge Lenders in order to carry out the intentions of the Guarantors as nearly
as may be possible and (iii) the invalidity, illegality or unenforceability of
any such provision in any jurisdiction shall not affect the validity, legality
or enforceability of such provision in any other jurisdiction.
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17. INTEGRATION. This Guarantee represents the agreement of each Guarantor
with respect to the subject matter hereof, except as set forth in the
Intercreditor Agreement, and there are no promises or representations by the
Bridge Lenders relative to the subject matter hereof not reflected herein.
18. HEADINGS. The Section headings used in this Guarantee are for convenience
of reference only and are not part of this Guarantee and shall not affect the
construction of, or be taken into consideration in interpreting, this Guarantee.
19. SUCCESSORS AND ASSIGNS. This Guarantee shall be binding upon the successors
and assigns of each Guarantor and shall inure to the benefit of the Bridge
Lenders and their successors and assigns, except that no Guarantor may assign,
transfer or delegate any of its rights or obligations under this Guarantee
without the prior written consent each of the Bridge Lenders.
20. WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
GUARANTEE, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
21. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. This
Guarantee shall be construed in accordance with and governed by the law of the
State of New York.
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(a) Each of the Guarantors irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to any Loan
Document, or for recognition or enforcement of any judgment, and each of the
parties hereto irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding may be heard and determined in such New York
State court or, to the extent permitted by law, in such Federal court. Each
party 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 Guarantee or any other
Loan Document shall affect any right that any Lender may otherwise have to bring
any action or proceeding relating to any Loan Document against any Guarantors or
their respective properties in the courts of any jurisdiction.
(b) Each of the Guarantors 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 Guarantee or any other Loan Document in any
court referred to in subsection (b) of this Section. Each party hereto
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of any such suit, action or proceeding in
any such court.
(c) Each party hereto irrevocably consents to service of process in the manner
provided for notices in Section 9.01 of the Bridge Agreement. Nothing in this
Guarantee or any other Loan Document will affect the right of any party to this
Guarantee to serve process in any other manner permitted by law.
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IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee to be duly executed and delivered by its duly authorized officer as of
the day and year first above written.
GUARANTORS:
CHOICE ONE COMMUNICATIONS OF NEW YORK INC.
CHOICE ONE COMMUNICATIONS OF PENNSYLVANIA INC.
CHOICE ONE COMMUNICATIONS OF MASSACHUSETTS INC.
CHOICE ONE COMMUNICATIONS INTERNATIONAL INC.
CHOICE ONE COMMUNICATIONS OF RHODE ISLAND INC.
CHOICE ONE COMMUNICATIONS OF CONNECTICUT INC.
CHOICE ONE COMMUNICATIONS OF MAINE INC.
CHOICE ONE OF NEW HAMPSHIRE INC.
CHOICE ONE COMMUNICATIONS OF OHIO INC.
CHOICE ONE COMMUNICATIONS OF VERMONT INC.
CHOICE ONE ONLINE INC.
CHOICE ONE COMMUNICATIONS OF VIRGINIA INC.
CHOICE ONE COMMUNICATIONS SERVICES INC.
US XCHANGE INC.
US XCHANGE OF INDIANA, L.L.C.
US XCHANGE OF ILLINOIS, L.L.C.
US XCHANGE OF WISCONSIN, L.L.C.
US XCHANGE OF MICHIGAN, L.L.C.
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Executive Vice President
& Chief Financial Officer
Address for Notices for each Guarantor:
c/o Choice One Communications Inc.
1 HSBC Plaza
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxx, 00000
