FIRST AMENDMENT
FIRST AMENDMENT dated as of November __, 2002 (this "AMENDMENT"), to the
Credit and Guaranty Agreement, dated as of February 15, 2000 (such agreement as
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), by and among ALLEGIANCE TELECOM COMPANY WORLDWIDE, a Delaware
corporation, as Borrower (in such capacity, the "BORROWER"), ALLEGIANCE TELECOM
INC., a Delaware corporation (the "COMPANY"), CERTAIN SUBSIDIARIES OF ALLEGIANCE
TELECOM, INC., as Guarantors (in such capacity, the "GUARANTORS"), VARIOUS
LENDERS (each individually referred to herein as a "Lender" and collectively as
the "LENDERS"), GENERAL ELECTRIC CAPITAL CORPORATION (as successor to TORONTO
DOMINION (TEXAS), INC. as Administrative Agent (in such capacity, the
"ADMINISTRATIVE AGENT")) and the other agents named therein.
WHEREAS pursuant to the Credit Agreement, the Lenders have agreed to make
certain loans to the Borrower; and
WHEREAS the Borrower and the Lenders have determined to modify certain
provisions of the Credit Agreement in the manner provided for in this Amendment,
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used and not defined herein shall have
the meanings given to them in the Credit Agreement, as amended hereby.
2. AMENDMENTS TO SECTION 1.
(a) Section 1.1 of the Credit Agreement is hereby amended as follows:
(i) the definition of "APPLICABLE COMMITMENT FEE PERCENTAGE" is hereby
amended and replaced in its entirety as follows:
"APPLICABLE COMMITMENT FEE PERCENTAGE" means 1.50%, per annum.
(ii) the definition of "APPLICABLE MARGIN" is hereby amended and
replaced in its entirety as follows:
"APPLICABLE MARGIN" means 4.50%, per annum, with respect to
Eurodollar Rate Loans and 3.50%, per annum, with respect to Base Rate
Loans.
(iii) the definition of "ASSET SALE" is hereby amended by (a)
replacing in clause (iv) thereof the words "not in excess of $30,000,000
per fiscal year" with the words "together with sales under clause (vi)
hereof, not in excess of $10,000,000 in aggregate during the term of this
Agreement" and (b) replacing in clause (vi) thereof the words "not in
excess of $45,000,000" with the words "together with disposals under clause
(iv) hereof, not in excess of $10,000,000".
(iv) the definition of "CONSOLIDATED TOTAL DEBT" is hereby amended by
inserting at the end thereof the following sentence: "Consolidated Total
Debt shall be calculated assuming full utilization of the Revolving Loan
Commitment less any permanent reductions thereof".
(v) the definition of "DELAYED DRAW TERM LOANS" is hereby amended by
deleting the words "and any New Delayed Draw Term Loans made by Lender to
Borrower pursuant to Section 2.1(a)(iii) of this Agreement".
(vi) the definition of "INTEREST PAYMENT DATE" is hereby amended and
replaced in its entirety as follows:
"INTEREST PAYMENT DATE" means with respect to (i) any Base Rate
Loan, the last day of each month, commencing on the first such date to
occur after the Effective Date and (ii) any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan; PROVIDED
THAT in the case of each Interest Period longer that one month,
"Interest Payment Date" shall also include each date that is one
month, or an integral multiple thereof, after the commencement of such
Interest Period".
(vii) the definition of "LENDER" is hereby amended by deleting the
words "or pursuant to Section 2.1(a)(iii)".
(viii) the definition of "LOAN" or "LOANS" is hereby amended by
deleting the words "or 2.1(a)(iii)".
(ix) the definition of "PERMITTED ACQUISITION" is hereby amended by
inserting at the end of such definition the following paragraphs:
"(viii) the pro forma Consolidated EBITDA minus the Capital
Expenditures of the Person or assets being acquired is forecasted as
of the closing of the acquisition to be accretive to the Consolidated
EBITDA minus the Capital Expenditures of the Company within six months
after the closing of the acquisition (which calculation shall be based
on the Borrower's good faith calculation of the Consolidated EBITDA
generated and Capital Expenditures to be incurred by the Person or
assets being acquired after taking into account any planned cost
reductions that will occur as a result of such acquisition); and
(ix) the Requisite Lenders shall have approved the acquisition in
the event that cash consideration for such acquisition, individually,
or in aggregate for all such acquisitions in any Fiscal Year, exceeds
$15,000,000; PROVIDED HOWEVER that, in determining the amount of cash
consideration, the amount, if any, of Unrestricted Cash Collateral
used shall be disregarded and shall not count towards such $15,000,000
limit".
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(x) the definition of "PERMITTED EQUIPMENT FINANCING" is hereby
amended by (x) inserting on the second line after the words "in an
aggregate principal amount" the words "together with any Indebtedness
incurred pursuant to Section 6.1(i)(y)" and (y) replacing the number
"$50,000,000" on the second line thereof with the number "$25,000,000".
(xi) the definition of "REVOLVING LOAN COMMITMENT" is hereby amended
by deleting the words "or New Revolving Loans pursuant to sub-section
2.1(a)(iii)".
(xii) the definition of "REVOLVING LOANS" is hereby amended by
deleting the words "and any New Revolving Loans made by Lenders to Borrower
pursuant to Section 2.1(a)(iii) of this Agreement".
(xiii) the definition of "SUBSIDIARY" is hereby amended by deleting
the last sentence thereof in its entirety.
(xiv) the definition of "UNRESTRICTED SUBSIDIARY" is hereby deleted in
its entirety and any reference to Unrestricted Subsidiary in the Credit
Agreement shall be deleted accordingly.
(xv) the definitions of "INCREASED AMOUNT DATE", "NEW DELAYED DRAW
TERM LOANS" , "NEW DELAYED DRAW TERM LOAN COMMITMENTS", "NEW REVOLVING
LOAN", "NEW REVOLVING LOAN COMMITMENT", "NEW REVOLVING LOAN LENDER", "NEW
TERM LOAN", "NEW TERM LOAN COMMITMENT", "NEW TERM LOAN EXPOSURE", "NEW TERM
LOAN LENDER", "NEW TERM LOAN MATURITY DATE", "NEW TERM LOAN NOTE", "RS
DESIGNATION", and "SERIES" are hereby deleted in their entirety as well as
any reference thereto in the Credit Agreement.
(xvi) the following new definitions shall be inserted within Section
1.1 in appropriate alphabetical order:
"DEFAULTING LENDERS" as defined in Section 2.20 of this Agreement.
"EFFECTIVE DATE" as defined in Section 7 of the First Amendment.
"FIRST AMENDMENT" means the First Amendment to this Agreement dated as
of [ ], 2002.
"PAYDOWN AMOUNT" means the amount of the voluntary prepayment to be
made on the Effective Date by the Borrower equal to (i) $15 million or (ii)
if each Defaulting Lender funds its pro rata portion of the June 20, 2002
drawing, $25 million.
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"PERMANENT AMENDMENT" means an amendment and restatement of the Credit
Agreement subsequent to this First Amendment and a restructuring of the
Loans and Commitments thereunder on terms satisfactory to the Borrower and
the Requisite Lenders or the Lenders (as required by the terms of such
amendment) and designated as such by the Borrower and the Requisite
Lenders.
"UNRESTRICTED CASH COLLATERAL" means an amount equal to $26,000,000 as
reduced by usage of such amounts pursuant to Sections 2.11(b), 6.4(i),
6.5(g) and 6.5(l).
3. AMENDMENTS TO SECTION 2.
(a) Section 2.1 of the Credit Agreement is hereby amended by deleting
Section 2.1(a)(iii) in its entirety.
(b) Paragraphs (a) and (b) of Section 2.11 of the Credit Agreement are
hereby amended and replaced in their entirety as follows:
"(a) ASSET SALES. Immediately upon receipt of any Net Asset Sale
Proceeds, Company shall prepay Loans and the Commitments shall be
permanently reduced as set forth in Section 2.12, in either case in an
amount equal to the amount of such Net Asset Sale Proceeds.
(b) INSURANCE/CONDEMNATION PROCEEDS. No later than the third Business
Day following the date of receipt by Company or any of its Subsidiaries, or
Administrative Agent as loss payee, of any Net Insurance/Condemnation
Proceeds, Borrower shall prepay the Loans and the Commitments shall be
permanently reduced as set forth in Section 2.12 in an aggregate amount
equal to such Net Insurance/Condemnation Proceeds; PROVIDED THAT so long as
no Default or Event of Default shall have occurred and be continuing,
Company shall have the option, through one or more of its Subsidiaries, to
apply such Net Insurance/Condemnation Proceeds within two hundred and
seventy (270) days of receipt thereof to the repair, restoration or
replacement of the applicable assets of Company or its Subsidiaries,
PROVIDED THAT such Net Insurance/Condemnation Proceeds (supplemented by use
of any Unrestricted Cash Collateral) are sufficient to complete such
repair, restoration or replacement; PROVIDED FURTHER that pending any such
investment all such Net Insurance/Condemnation Proceeds, as the case may
be, shall be applied to prepay outstanding Revolving Loans (without a
reduction in Revolving Loan Commitments)."
(c) Paragraph (b) of Section 2.12 is hereby amended by inserting the
following at the end of the first proviso thereof:
"and any such reduction of Delayed Draw Term Loan Commitments or
repayment of Delayed Draw Term Loans shall be applied against the scheduled
Delayed Draw Term Loan Installments set forth in Section 2.9 on a pro rata
basis
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(in accordance with the outstanding Delayed Draw Term Loan Commitments of
such time)".
4. AMENDMENTS TO SECTION 5.
(a) Section 5.1(b) of the Credit Agreement is hereby amended by deleting
the words "sixty (60)" on the first line thereof and replacing such words with
the words "forty-five (45)".
(b) Section 5.1 of the Credit Agreement is hereby amended by inserting at
the end the following new paragraphs:
"(o) no later than forty-five (45) days after the last day of each
Fiscal Quarter (thirty (30) days in the case of the Fiscal Quarter ended
March 31, 2003), a duly executed and completed report demonstrating
compliance by Company with the covenants set forth in Section 6.7(e) of
this Agreement; and"
"(p) no later than forty-five (45) (thirty (30) days in the case of
the Fiscal Quarter ended March 31, 2003) days after the end of each Fiscal
Quarter, a certificate of a financial officer of the Borrower in reasonable
detail identifying each account at which any cash or Cash Equivalents of
the Borrower or any Subsidiary is maintained and certifying as to the
amount of such cash and Cash Equivalents in each such account as of the
last day of each Fiscal Quarter.".
(c) Section 5 of the Credit Agreement is hereby amended by inserting at the
end the following new Section:
(i) "SECTION 5.14. DEPOSIT AND SECURITIES ACCOUNTS. For each deposit
account that the Borrower or any Subsidiary at any time opens or maintains,
as well as any account through which the Borrower or any Subsidiary holds
Cash Equivalents through a financial intermediary, the Borrower or such
Subsidiary shall cause the depositary bank or financial intermediary to
enter into a control agreement substantially in the form of Exhibit A
attached hereto; PROVIDED THAT this Section 5.14 shall not apply to any
account holding solely the Unrestricted Cash Collateral.
(d) Section 5.10 of the Credit Agreement is hereby amended by deleting the
second sentence in its entirety.
5. AMENDMENTS TO SECTION 6.
(a) The introductory paragraph of Section 6 of the Credit Agreement is
hereby amended by deleting in its entirety the parenthetical at the end thereof.
(b) Section 6.1(i) of the Credit Agreement is hereby amended and replaced
in its entirety with the following new section:
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"(i) Indebtedness with respect to (x) Capital Leases existing as of
the Effective Date of the First Amendment not to exceed at any time the
aggregate amount of such Indebtedness and (y) additional Capital Leases in
an aggregate amount, together with any Indebtedness incurred pursuant to
Section 6.1(j), not to exceed at any time $25,000,000;".
(c) Section 6.1(k) of the Credit Agreement is hereby replaced with the
phrase "[Intentionally Deleted]".
(d) Section 6.4(i) of the Credit Agreement is hereby amended by inserting
at the end thereof the following words:
"and the Company may use Unrestricted Cash Collateral to redeem
Subordinated Indebtedness in connection with offers to holders of all or
substantially all of such Subordinated Indebtedness;"
(e) Section 6.4(ii) of the Credit Agreement is hereby amended and replaced
entirely as follows:
"(ii) so long as no Event of Default (A) of the type specified in
Section 8.1(a) has occurred or (B) has occurred as the result of any
Sections 6.6, 6.7, 6.8 and 6.9 Borrower may make Restricted Junior Payments
to Company to (x) make the payments specified in clause (i) above on the
date such payment is due and payable and solely in the amount of such
payment and (y) pay general administrative expenses of the Company up to an
aggregate amount not exceeding $1,000,000 per annum plus the amount of any
state franchise or registration taxes, Securities and Exchange Commission
filing fees and Nasdaq or other stock exchange listing fees."
(f) Section 6.5 of the Credit Agreement is hereby amended by (i) replacing
in clause (l) the number "$50,000,000" with the number "$5,000,000" and
inserting the following words at the end thereof: "PROVIDED THAT, in addition,
Unrestricted Cash Collateral may be used to make Investments in assets or
Persons in the same line of business as the Borrower" and (ii) deleting clause
(m) thereof in its entirety.
(g) Section 6.6 of the Credit Agreement is deleted in its entirety
(together with SCHEDULE 6.6(A) and SCHEDULE 6.6(B)) and replaced with the phrase
"[Intentionally Deleted]".
(h) Section 6.7 of the Credit Agreement is hereby amended by (i) replacing
the title with the following title: "Financial Covenants" and deleting the
phrase "During Stage 2" from the initial line thereof and (ii) inserting the
following new paragraphs:
"(c) FREE CASH FLOW FROM OPERATIONS. The Company shall not permit, as
of the end of each of the Fiscal Quarters set forth below, the
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Consolidated EBITDA minus Capital Expenditures to be less than the amount
set forth opposite such date:
FISCAL QUARTER ENDING AMOUNT
--------------------- ------
December 31, 2002 $(34,000,000)
March 31, 2003 $(19,000,000);
;PROVIDED, HOWEVER, that there shall be excluded from the calculation of
Consolidated EBITDA for purposes of this clause (e): (a) any losses that a
Credit Party incurs in connection with the sale, transfer or other disposition
of assets and (b) the amount of any retention or severance payment or accrual to
the extent relating to the retention or severance arrangements described in
Schedule I to the First Amendment and professional fees and expenses incurred in
connection with the First Amendment, any Permanent Amendment and any
recapitalization or restructuring transaction pursued in connection with the
First Amendment or any Permanent Amendment (including any such fees and expenses
payable under Section 10.2 of the Credit Agreement or Section 13 of the First
Amendment)."
"(f) TOTAL LEVERAGE COVENANT. The Company shall not permit the
Consolidated Total Debt to exceed at any time (i) $1,275,000,000 from the
Effective Date through April 29, 2003 and (ii) $660,000,000 thereafter
minus the Paydown Amount".
(i) Section 6.17 of the Credit Agreement is amended and replaced with the
phrase "[Intentionally Deleted]".
6. EXHIBITS. EXHIBIT B-3 of the Credit Agreement is hereby deleted in its
entirety.
7. CONDITIONS PRECEDENT TO EFFECTIVENESS. This Amendment shall become
effective on the date on which each of the following conditions is satisfied
(the "EFFECTIVE DATE"):
(a) The Administrative Agent shall have received counterparts hereof
duly executed and delivered by the Company, the Borrower, the Guarantors
and the Requisite Lenders;
(b) the Administrative Agent shall have received a certificate, dated
the Effective Date and signed by the President, a Vice President or a
Financial Officer of the Company, confirming compliance as of September 30,
2002 of the financial covenants set forth in Section 6.6 of the Credit
Agreement (without giving effect to the amendments thereto made pursuant to
this Amendment), which shall be satisfactory to the Lenders;
(c) the Administrative Agent shall have received resolutions or
minutes of the board of directors or similar governing body of each Credit
Party approving and authorizing the execution, delivery and performance of
this Amendment;
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(d) the Administrative Agent shall have received all fees and other
amounts due and payable in accordance with Section 10.2 of the Credit
Agreement on or prior to the Effective Date;
(e) the Borrower shall have deposited an additional amount of
$250,000, for an aggregate amount $500,000, in a collateral account with
the Administrative Agent to be used as a retainer to pay, in accordance
with Section 10.2 of the Credit Agreement, the reasonable fees, charges and
disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and FTI
Consulting, Inc. and the Borrower shall have executed and delivered to the
Administrative Agent an agreement pursuant to which the Borrower shall be
obligated to maintain the balance in such account equal to (i) at least
$500,000 at all times through the date a Permanent Amendment is effective
and (ii) at least $250,000 thereafter;
(f) the Company shall have contributed all cash held by the Company to
the Borrower and the Borrower shall have complied with Section 5.14 of the
Credit Agreement as amended hereby;
(g) the Borrower shall have paid to the Administrative Agent, for the
account of the Lenders (other than any Defaulting Lender) that are parties
to this Amendment, in immediately available funds, for the account of each
Lender (other than any Defaulting Lender) that has delivered (including by
telecopy) an executed counterpart of this Amendment to the Administrative
Agent or its counsel prior to 5:00 p.m., New York time, on November 27,
2002, an amendment fee equal to 0.25% of the aggregate amount of such
Lender's unused Commitments, Revolving Loan Exposure and outstanding Term
Loans on the date of this Amendment. If a Lender delivers a counterpart
after November 27, 2002 but before 5:00 p.m., New York time, on December 2,
2002 and the Company determines in good faith that such delay was due to
valid administrative reasons, then the Company may, at its option, pay to
the Administrative Agent, for the account of such lender, the fee set forth
in the previous sentence.
(h) Allegiance CPE, Inc. shall have merged with and into Shared
Technologies Allegiance, Inc. and Shared Technologies Allegiance, Inc.
shall have become a Subsidiary of the Company and complied with each of the
requirements set forth in Section 5.10;
(i) the Borrower shall have made a voluntary prepayment of (i)
Revolving Loans in an aggregate principal amount equal to the pro rata
portion of the Paydown Amount and the aggregate amount of the Revolving
Loan Commitments shall have been automatically and permanently reduced by
the amount of such prepayment and (ii) Delayed Draw Term Loans in an
aggregate principal amount equal to the pro rata portion of the Paydown
Amount and the Delayed Draw Term Loan Commitments shall have been
automatically and permanently reduced by the amount of such prepayment, and
such voluntary prepayment shall have been accompanied by accrued interest
on the amounts prepaid, and the Borrower shall have made payment of any
amounts required to be paid pursuant to Section 2.16(c) of the Credit
Agreement in connection with such prepayments. The Borrower shall have
specified that the prepayments required hereby shall each be applied to
reduce the Revolving Loan Installments and Delayed Draw Term
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Loan Installments due in 2004. The Requisite Lenders hereby waive any prior
notice requirements set forth in Section 2.10(a). The Borrower shall not
make any such voluntary prepayments to any Defaulting Lenders; and
(j) the Borrower shall declare in writing that those Lenders that did
not fund on the Credit Date in June 2002 as "Defaulting Lender" under
Section 2.20 of the Credit Agreement and direct that no voluntary or
mandatory prepayment be made to them so long as they are Defaulting
Lenders.
8. EVENTS OF DEFAULT. An Event of Default shall occur:
(a) on April 30, 2003, if the Total Leverage Covenant as set
forth in Section 6.7(f)(ii) is not satisfied prior to such date; or
(b) on May 1, 2003, if (i) the covenants set forth in Sections
6.7 and 6.8 of the Credit Agreement were not satisfied as of March 31,
2003 for the period then ended or (ii) the Permanent Amendment has not
been executed.
9. ACKNOWLEDGMENT. The Lenders hereby acknowledge that, until the
earlier of (i) April 30, 2003 and (ii) the occurrence of an Event of
Default, failure to comply with Sections 6.7(a), (b), (c), and (d) and
Section 6.8, of the Credit Agreement shall not constitute an Event of
Default under the Credit Agreement.
10. NO OTHER AMENDMENTS OR WAIVERS; CONFIRMATION. Except as expressly
amended hereby, the provisions of the Credit Agreement are and shall remain
in full force and effect. Nothing herein shall be deemed to entitle any
Credit Party to a consent to, or a waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement in similar or different
circumstances.
11. PRICING CHANGES. The Applicable Margin and, respectively, the
Adjusted Eurodollar Rate and the Base Rate in respect of all periods prior
to the Effective Date shall be as provided in the Credit Agreement
immediately prior to the Effective Date, and the Applicable Margin and,
respectively, the Adjusted Eurodollar Rate and the Base Rate in respect of
all periods on and after the Effective Date shall be as set forth in the
Credit Agreement as amended by this Amendment.
12. REPRESENTATIONS AND WARRANTIES. Each Credit Party hereby
represents and warrants to the Administrative Agent and the Lenders that,
as of the date hereof and after giving effect to the amendments and waivers
contained herein:
(a) No Default or Event of Default has occurred and is
continuing.
(b) The execution, delivery and performance by such Credit Party
of this Amendment have been duly authorized by all necessary corporate
and other action and do not and will not require any registration
with, consent or approval of, notice to or action by, any person
(including any Governmental Authority) in order to be effective and
enforceable. The Credit Agreement as amended by this Amendment
constitutes the
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legal, valid and binding obligation of such Credit Party, enforceable
against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws affecting creditors' rights generally and
subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.
13. EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent or its expenses in accordance with Section 10.2 of the
Credit Agreement.
14. GOVERNING LAW; COUNTERPARTS. a. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of
the relevant signature pages hereof.
15. RELEASES AND ACKNOWLEDGEMENT. Each Credit Party hereby releases
the Administrative Agent and each of the Lenders (other than the Defaulting
Lenders) and their respective officers, directors, employees, advisors and
agents from any and all claims, damages or actions against such parties
that may have accrued in favor of any such Credit Party on or before the
Effective Date arising out of or related directly or indirectly to the
Credit Agreement or the administration or enforcement thereof or the
consummation of any transactions contemplated thereby. Each Guarantor
hereby acknowledges that it has read this Amendment and consents to the
terms thereof, and hereby confirms and agrees that, notwithstanding the
effectiveness of this Amendment, the obligations of each Guarantor under
Section 7 of the Credit Agreement shall not be impaired or affected and
such obligations are and shall continue to be, in full force and effect and
are hereby confirmed and ratified in all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their duly authorized officers as of the day and
year first above written.
COMPANY: ALLEGIANCE TELECOM, INC.,
By: ________________________
Name:
Title:
BORROWER: ALLEGIANCE TELECOM COMPANY WORLDWIDE,
By: ________________________
Name:
Title:
GUARANTORS: ADGRAFIX CORPORATION,
as a Guarantor
By:________________________
Name:
Title:
ALLEGIANCE INTERNET INC.,
as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM
INTERNATIONAL, INC.,
as a Guarantor
By: ________________________
Name:
Title:
11
ALLEGIANCE TELECOM OF ARIZONA, INC.,
as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF CALIFORNIA,
INC., as a
Guarantor
By ________________________
Name:
Title:
ALLEGIANCE TELECOM OF COLORADO,
INC., as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF FLORIDA, INC.,
as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF GEORGIA, INC.,
as a Guarantor
By:________________________
Name:
Title:
12
ALLEGIANCE TELECOM OF ILLINOIS, INC.,
as a Guarantor
By: ________________________
Name:
Title:
13
ALLEGIANCE TELECOM OF INDIANA,
INC.,
as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF MARYLAND,
INC., as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF
MASSACHUSETTS, INC., as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF MICHIGAN,
INC., as a Guarantor
By ________________________
Name:
Title:
ALLEGIANCE TELECOM OF MINNESOTA, INC.,
as a Guarantor
By:________________________
Name:
Title:
14
ALLEGIANCE TELECOM OF MISSOURI,
INC., as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF NEVADA, INC.,
as a Guarantor
By:________________________
Name:
Title:
ALLEGIANCE TELECOM OF NEW JERSEY,
INC., as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF NEW YORK,
INC., as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF NORTH
CAROLINA, INC., as a Guarantor
By: ________________________
Name:
Title:
15
ALLEGIANCE TELECOM OF OHIO, INC.,
as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF OKLAHOMA, INC.,
as a Guarantor
By:________________________
Name:
Title:
ALLEGIANCE TELECOM OF OREGON, INC.,
as a Guarantor
By:________________________
Name:
Title:
ALLEGIANCE TELECOM OF
PENNSYLVANIA, INC.,
as a Guarantor
By:________________________
Name:
Title:
ALLEGIANCE TELECOM OF PURCHASING
COMPANY, INC.,
as a Guarantor
By:________________________
Name:
Title:
16
ALLEGIANCE TELECOM OF TEXAS, INC.,
as a Guarantor
By ________________________
Name:
Title:
ALLEGIANCE TELECOM OF THE
DISTRICT OF COLUMBIA, INC.,
as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF VIRGINIA, INC.,
as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF
WASHINGTON, INC., as a Guarantor
By: ________________________
Name:
Title:
ALLEGIANCE TELECOM OF WISCONSIN, INC.,
as a Guarantor
By:________________________
Name:
Title:
17
ALLEGIANCE TELECOM SERVICE
CORPORATION,
as a Guarantor
By:________________________
Name:
Title:
ALGX BUSINESS INTERNET,
INC.,
as a Guarantor
By: ________________________
Name:
Title:
COAST TO COAST
TELECOMMUNICATIONS, INC.,
as a Guarantor
By: ________________________
Name:
Title:
XXXXXXX.XXX, INC.,
as a Guarantor
By: ________________________
Name:
Title:
INTERACCESS TELECOMMUNICATIONS
CO.,
as a Guarantor
By: ________________________
Name:
Title:
XXXX.XXX, INC.,
as a Guarantor
By: ________________________
Name:
Title:
18
VIRTUALIS SYSTEMS, INC.,
as a Guarantor
By: ________________________
Name:
Title:
SHARED TECHNOLOGIES
ALLEGIANCE, INC., as a Guarantor
By: ________________________
Name:
Title:
19
AGENTS AND LENDERS: GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent and a Lender
By: ________________________
Name:
Title:
20
XXXXXX XXXXXXX SENIOR
FUNDING, INC.,
as Co-Documentation Agent and a Lender
By: ________________________
Name:
Title:
21
CREDIT LYONNAIS NEW YORK BRANCH,
as Managing Agent and a Lender
By: ________________________
Name:
Title:
00
XXX XXXX XX XXXX XXXXXX,
as Managing Agent and a Lender
By: ________________________
Name:
Title:
00
XXXXXXXX XXXX XX, XXX XXXX AND
GRAND CAYMAN BRANCHES,
as Managing Agent and a Lender
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
24
ABN AMRO BANK N.V.,
as Managing Agent and a Lender
By: ________________________
Name:
Title:
25
BANK OF AMERICA N.A.,
as Managing Agent and a Lender
By: ________________________
Name:
Title:
26
UBS AG, STAMFORD BRANCH,
as Managing Agent and a Lender
By:_________________________
Name:
Title:
By:____________________
Name:
Title:
27
LENDERS: UNION BANK OF CALIFORNIA, N.A.,
as a Lender
By:____________________________
Name:
Title:
28
COBANK, ACB,
as a Lender
By:_______________________
Name:
Title:
29
FORTIS CAPITAL CORP.,
as a Lender
By:___________________
Name:
Title:
By:___________________
Name:
Title:
30
PAURAQUE PARTNERS, L.P.,
as a Lender
By: First Pauraque Partners, L.P.
General Partner
By:___________________
Name:
Title:
00
XXXXXXXXXX XXXX-XXX XXXXXXXXXXX
XX, XXX XXXX BRANCH,
as a Lender
By:___________________
Name:
Title:
By:___________________
Name:
Title:
32
CIT LENDING SERVICES CORPORATION,
as a Lender
By:___________________
Name:
Title:
33
CREDIT SUISSE FIRST BOSTON,
as a Lender
By:___________________
Name:
Title:
By:___________________
Name:
Title:
34
FLEET NATIONAL BANK,
as a Lender
By:___________________
Name:
Title:
35
BNP PARIBAS,
as a Lender
By:_________________
Name:
Title:
By:_________________
Name:
Title:
36
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE INC.,
as a Lender
By:____________________________
Name:
Title:
37
IBM CREDIT CORPORATION,
as a Lender
By: ________________________
Name:
Title:
38
ING (US) CAPITAL LLC,
as a Lender
By: ________________________
Name:
Title:
00
XXXXXXX XXXXXXXX (XXXXX), INC.,
as a Lender
By: ________________________
Name:
Title:
40
WACHOVIA SECURITIES,
as a Lender
By: ________________________
Name:
Title:
41
