EXHIBIT 3 --------- THIS GUARANTEE IS SUBORDINATE TO THE INDEBTEDNESS EVIDENCED BY THAT CERTAIN LOAN AND SECURITY AGREEMENT, DATED APRIL 22, 2004 (THE "SENIOR LOAN AGREEMENT"), AMONG THE COMPANY, TEXTRON FINANCIAL CORPORATION AND THE OTHER SIGNATORIES...Guarantee Agreement • August 26th, 2004 • Z Tel Technologies Inc • Telephone communications (no radiotelephone) • New York
WITNESSETH:Subordination Agreement • August 26th, 2004 • Z Tel Technologies Inc • Telephone communications (no radiotelephone) • Rhode Island
EXHIBIT 2 --------- THIS NOTE HAS NOT BEEN REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION...Note • August 26th, 2004 • Z Tel Technologies Inc • Telephone communications (no radiotelephone) • New York
by and amongStandby Credit Facility Agreement • August 26th, 2004 • Z Tel Technologies Inc • Telephone communications (no radiotelephone) • New York
