0001193125-04-047072 Sample Contracts

THIRD AMENDMENT
Letter Agreement • March 23rd, 2004 • Us Lec Corp • Telephone communications (no radiotelephone) • New York

THIRD AMENDMENT (the “Amendment”), dated as of December 4, 2003, with respect to that certain Third Amended and Restated Loan and Security Agreement, dated as of December 31, 2002 (as amended prior to the date hereof, the “Credit Agreement”), among the entities party to the Credit Agreement as Borrowers thereunder (each individually a “Borrower” and collectively, “Borrowers”), US LEC Corp., a Delaware corporation (“Holdings”), as Guarantor and Borrower Representative, each financial institution or entity listed on the signature pages thereof as a “Lender” and the other financial institutions or entities which become parties thereto as successors or assigns (each a “Lender” and collectively, “Lenders”), and General Electric Capital Corporation (in its individual capacity, “GE Capital”), as administrative agent for Lenders (in such capacity, “Administrative Agent”).

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SECOND AMENDMENT
Second Amendment • March 23rd, 2004 • Us Lec Corp • Telephone communications (no radiotelephone) • New York

SECOND AMENDMENT (the “Amendment”), dated as of November 4, 2003, with respect to that certain Third Amended and Restated Loan and Security Agreement, dated as of December 31, 2002 (as amended prior to the date hereof, the “Credit Agreement”), among the entities party to the Credit Agreement as Borrowers thereunder (each individually a “Borrower” and collectively, “Borrowers”), US LEC Corp., a Delaware corporation (“Holdings”), as Guarantor and Borrower Representative, each financial institution or entity listed on the signature pages thereof as a “Lender” and the other financial institutions or entities which become parties thereto as successors or assigns (each a “Lender” and collectively, “Lenders”), and General Electric Capital Corporation (in its individual capacity, “GE Capital”), as administrative agent for Lenders (in such capacity, “Administrative Agent”).

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