Standstill Agreement and Conditional Amendment to Credit Agreement among Choice One Communications Inc., Subsidiaries, and Lenders

Summary

This agreement, dated June 30, 2004, is between Choice One Communications Inc., its subsidiaries, and their lenders, including General Electric Capital Corporation as administrative agent. It temporarily amends the existing credit agreement to postpone certain loan repayments from June 30, 2004, to July 30, 2004. During this period, the lenders agree not to take legal action or enforce remedies for missed payments, allowing time for renegotiation. The standstill ends on July 30, 2004, or upon certain events, after which all rights and remedies are reinstated.

EX-10.1 2 l08426aexv10w1.txt EXHIBIT 10.1 EXHIBIT 10.1 EXECUTION COPY STANDSTILL AGREEMENT AND CONDITIONAL AMENDMENT TO THE CREDIT AGREEMENT STANDSTILL AGREEMENT AND CONDITIONAL AMENDMENT TO THE CREDIT AGREEMENT, dated as of June 30, 2004 (this "AGREEMENT"), to the Third Amended and Restated Credit Agreement, dated as of September 13, 2002, as amended by a Letter Amendment and Waiver dated as of November 12, 2002, a Second Amendment dated as of May 5, 2004, a Third Amendment dated as of May 12, 2004 and a Fourth Amendment dated as of May 25, 2004 (as so amended, the "CREDIT AGREEMENT"), among CHOICE ONE COMMUNICATIONS INC., a Delaware corporation (the "GUARANTOR"), the subsidiaries of the Guarantor listed on the signature pages hereto (each a "BORROWER" and collectively the "BORROWERS"), the banks, financial institutions and other institutional lenders parties to the Credit Agreement defined above (collectively, the "LENDERS"), GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT"), collateral agent and syndication agent for the Lenders, and the other agents signatories hereto. PRELIMINARY STATEMENTS 1. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 2. Pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain Loans and other extensions of credit to the Borrowers. 3. Pursuant to Section 2.6 of the Credit Agreement, on June 30, 2004, the Borrowers are obligated to pay to the Revolving Credit Lenders outstanding Revolving Credit Loans in the principal amount listed on Schedule I hereto (the "REQUIRED REVOLVING LOAN PAYMENT"). 4. Pursuant to Section 4.3 of the Credit Agreement, on June 30, 2004, the Borrowers are obligated to pay to the Term A Lenders, the Term B Lenders, and the Term D Lenders outstanding Term A Loans, Term B Loans and Term D Loans respectively, in the principal amounts listed on Schedule I hereto (collectively, the "REQUIRED TERM LOAN PAYMENTS", and together with the Required Revolving Loan Payments, the "REQUIRED PRINCIPAL PAYMENTS"). 5. In order to permit the Borrowers, the Guarantor and the Lenders time to attempt to renegotiate the terms of the indebtedness of the Borrowers and the Guarantor, the Borrowers and the Guarantor have requested that either (a) all Lenders consent to an amendment to the Credit Agreement that would postpone the date on which the Required Principal Payments are required to be made from June 30, 2004 (the "REQUIRED PAYMENT DATE") to July 30, 2004 or (b) the Required Lenders agree to forebear from exercising any rights or remedies that they may have under the Credit Agreement and the Loan Documents as a result of the Borrowers not making the Required Principal Payments on the Required Payment Date, until July 30, 2004, in each case, on and subject to the terms and conditions set forth below. 2 NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Amendment to Credit Agreement. Upon and subject to the occurrence (and only the occurrence) of the Amendment Effective Date (as defined in Section 4 below), the Credit Agreement is hereby amended as follows: (a) Section 2.6(a) of the Credit Agreement is amended by adding a sentence to the end of such Section to read as follows: "Notwithstanding the foregoing, the permanent reduction of the Revolving Credit Commitment that, but for the terms of this sentence, would otherwise be required to occur on June 30, 2004, shall be required to occur instead on July 30, 2004." (b) Section 4.3(a) of the Credit Agreement is amended by adding a sentence to the end of such Section to read as follows: "Notwithstanding the foregoing, the repayment of outstanding Term A Loans that, but for the terms of this sentence, would otherwise be required to be made on June 30, 2004, shall be required to be made instead on July 30, 2004." (c) Section 4.3(b) of the Credit Agreement is amended by adding a sentence to the end of such Section to read as follows: "Notwithstanding the foregoing, the repayment of outstanding Term B Loans that, but for the terms of this sentence, would otherwise be required to be made on June 30, 2004, shall be required to be made instead on July 30, 2004." (d) Section 4.3(d) of the Credit Agreement is amended by adding a sentence to the end of such Section to read as follows: "Notwithstanding the foregoing, the repayment of outstanding Term D Loans that, but for the terms this sentence, would otherwise be required to be made on June 30, 2004, shall be required to be made instead on July 30, 2004." SECTION 2. Agreement to Standstill. (a) Upon and subject to the occurrence of the Standstill Effective Date (as defined in Section 5 below) and subject to the other terms and conditions set forth below, each of the undersigned Lenders (each a "STANDSTILL LENDER" and collectively, the "STANDSTILL LENDERS") and the Administrative Agent agree that, notwithstanding a failure by the Borrowers to make the Required Principal Payments on the Required Payment Date, from and after June 30, 2004 until the first to occur of (i) 10:00 a.m. (New York time) on July 30, 2004 (the "STANDSTILL PERIOD") or (ii) the date on which a Standstill Termination Event (as defined below) shall have occurred (the first such date to occur, the "STANDSTILL TERMINATION DATE"), such Standstill Lender and the Administrative Agent shall forbear from suing, asking for, demanding, setting off or taking any action to recover from the Guarantor or the Borrowers any of the Required Principal Payments and from otherwise enforcing any of its individual or their collective rights and remedies (including rights of acceleration and foreclosure) against the Guarantor or the Borrowers under the Loan Documents that arise as a result of (and only as a result of) the Required Principal Payments not being made on or before the Required Payment Date, except for any action to perfect, maintain, or defend any liens granted pursuant to the Loan Documents against claims of 3 third parties, the Borrowers or the Guarantor or any action with respect to enforcement of this Agreement. (b) Notwithstanding anything to the contrary contained in Section 2(a) hereof, on the Standstill Termination Date (i) the forbearance and all agreements set forth in Section 2(a) hereof shall automatically terminate and be of no further force or effect, (ii) any breach, Default or Event of Default that was the subject of or was affected by the forbearance under Section 2(a) hereof (including the failure of the Borrowers to make the Required Principal Payments) is, without further action, reinstated and shall have the same force and effect as if the forbearance had not been agreed to by the parties hereto and (iii) subject to the terms of the Loan Documents and applicable law, any Lender may thereafter, without limitation, sue, ask for or demand from any Borrower or the Guarantor, payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of their rights and remedies (including rights of acceleration and foreclosure) provided for under the Loan Documents against any party. In furtherance of the foregoing and notwithstanding the occurrence of the Standstill Effective Date, each of the Guarantor and the Borrowers agree that, subject to the agreement of the Standstill Lenders to forbear from exercising certain of their rights and remedies as and to the extent set forth in this Agreement, all rights and remedies of the Lenders under the Loan Documents with respect to the Guarantor and the Borrowers shall continue to be available to the Lenders from and after the Standstill Effective Date. (c) It is understood and agreed that interest shall continue to accrue on and after the Standstill Effective Date on the outstanding Obligations (including the Obligations represented by the Required Principal Payments) at the applicable non-default rates provided for pursuant to the Credit Agreement including those based on the LIBOR Rate; provided that it is also understood and agreed that from and after the date hereof Interest Periods may not exceed one month in duration. SECTION 3. Standstill Events. If any of the following events (each a "STANDSTILL EVENT") shall occur and be continuing: (a) Any Borrower or the Guarantor shall (i) fail to pay any interest on any Obligation, or any other amount payable hereunder or under any Loan Document (other than the Required Principal Payments), when due in accordance with the terms of this Agreement or the Credit Agreement, as the case may be or (ii) fail to comply with or breach any provisions of this Agreement or of any Loan Document, other than the failure to make the Required Principal Payments during the Standstill Period, subject (in the case of clauses (i) and (ii) above) to applicable notice and grace periods, if any, set forth in Section 12.1 of the Credit Agreement; or (b) Any representation or warranty made or deemed made by the Borrowers or the Guarantor herein or any representation or warranty made or deemed made hereafter by any Borrower or the Guarantor in any Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with any such Loan Document shall prove to have been incorrect or misleading in any material respect on or as of the date made or deemed made; or 4 (c) Any of the Security Documents to which a Borrower is a party shall cease, for any reason (other than any termination in accordance with its terms), to be in full force and effect, or any Borrower or the Guarantor shall so assert, or any Lien created by any of such Security Documents shall (except to the extent released in accordance with the terms of such Security Documents and the Credit Agreement) cease to be enforceable in accordance with its terms; or (d) The Guaranty contained in Article XIV of the Credit Agreement shall cease, for any reason (other than in accordance with the terms of the Credit Agreement), to be in full force and effect with respect to any Borrower; or (e) The commencement by or against any Borrower or the Guarantor of (i) any foreclosure, bankruptcy or similar proceeding, (ii) any proceeding that threatens or contests the liens in favor of the Administrative Agent or the Obligations of the Guarantor under the Guaranty, (iii) any proceeding by any Bridge Lender seeking to enforce any remedy with respect to any Bridge Loans or related obligations or (iv) any other proceeding that could have a Material Adverse Effect, or the commencement of a proceeding by or on behalf of any Borrower or the Guarantor against any Lender or Agent; or (f) A Wavier Termination Event (as defined in the Bridge Lender Consent (as defined below in Section 4)) shall occur under the terms of the Bridge Lender Consent; then, upon the affirmative vote of Standstill Lenders holding more than 50% of the aggregate unpaid principal amount of the Loans to all Standstill Lenders (the "REQUIRED STANDSTILL LENDERS"), such Standstill Event shall constitute a "STANDSTILL TERMINATION EVENT". The occurrence of a Standstill Termination Event shall cause the forbearance under Section 2(a) of this Agreement to immediately and automatically terminate and shall constitute an Event of Default under the Credit Agreement and entitle the Lenders to exercise all of the rights and remedies exercisable upon an Event of Default pursuant to the Credit Agreement. SECTION 4. Conditions to Effectiveness of Amendment. This Agreement (other than Sections 2, 3 and 10 hereof) shall be effective as of the date first above written when, and only when, on or before June 30, 2004 all of the following conditions precedent have been fulfilled in a manner satisfactory to the Administrative Agent (the "AMENDMENT EFFECTIVE DATE"): (a) the Administrative Agent shall have signed this Agreement and the Administrative Agent shall have notified the parties hereto that it has received counterparts of this Agreement executed by the Guarantor, the Borrowers, and all Revolving Credit Lenders, Term A Lenders, Term B Lenders, Term D Lenders and the Required Lenders (collectively, the "AMENDMENT LENDERS") (or advice satisfactory to the Administrative Agent shall have been received by the Administrative Agent that all of the Amendment Lenders have executed this Agreement); and (b) the conditions set forth in Sections 5(b), (d) and (e) have been satisfied. SECTION 5. Conditions to Effectiveness of Standstill Agreement. This Agreement (other than Section 1 hereof, which shall only become effective in accordance with 5 Section 4 above) shall be effective as of the date first above written when, and only when, on or before June 30, 2004, all of the following conditions precedent have been fulfilled in a manner satisfactory to the Administrative Agent (the "STANDSTILL EFFECTIVE DATE"): (a) the Administrative Agent shall have signed this Agreement and the Administrative Agent shall have notified the parties hereto that it has received counterparts of this Agreement executed by the Guarantor, the Borrowers, and the Required Lenders (or advice satisfactory to the Administrative Agent shall have been received by the Administrative Agent that the Required Lenders have executed this Agreement); and (b) the Administrative Agent shall have received counterparts of the Consent appended hereto (the "CONSENT") executed by each of the Guarantor and each of the Grantors and/or Pledgors designated therein; and (c) the Administrative Agent shall have received evidence of agreements, in form and substance satisfactory to it, that the requisite lenders under the Bridge Loan Agreement have agreed to waive any and all of their rights to take any action with respect to the rights and remedies under the Bridge Loan Agreement that may arise as a result of a cross-default to a Default under the Credit Agreement or otherwise until at least the earlier of (i) July 30, 2004 and (ii) the occurrence of a Standstill Termination Event (the "BRIDGE LENDER CONSENT"); and (d) the Administrative Agent shall have received duly certified resolutions or other satisfactory evidence of the authority of the Borrowers and the Guarantor to enter into and perform this Agreement; and (e) payment by the Borrowers or the Guarantor to the Administrative Agent of (i) all interest due on the Loans (as further described on Schedule II hereto) and all other amounts payable under the Loan Documents as of June 30, 2004 (other than the Required Principal Payments), which interest and other amounts shall be paid in full notwithstanding any available grace periods and (ii) all billed and unpaid fees and expenses of the Administrative Agent in connection with all matters relating to this Agreement and the Loan Documents, including, without limitation, the reasonable fees and expenses of counsel and the financial advisor to the Administrative Agent; and (f) The Administrative Agent shall have received evidence, in form and substance satisfactory to it, that the conditions precedent set forth in Section 3 of the Bridge Lender Consent have been satisfied. SECTION 6. Representations and Warranties. To induce the Lenders to enter into this Agreement, each of the Borrowers and the Guarantor hereby represents and warrants to the Administrative Agent and the Lenders party hereto the following: (a) The execution, delivery and performance by such Borrower and the Guarantor of this Agreement and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's and Guarantor's corporate or limited liability company powers, have been duly authorized by all necessary corporate or limited liability company action, and do not (i) contravene such Borrower's or Guarantor's constituent documents, (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934), rule, regulation (including, 6 without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to such Borrower and Guarantor, or (iii) subject to the receipt of the Bridge Lender Consent described in Section 5(c) hereof, conflict with or result in the breach of, or constitute a default under, any contractual obligation. As of the Standstill Effective Date or the Amendment Effective Date, as the case may be, neither the Guarantor nor such Borrower is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or, subject to the receipt of the Bridge Lender Consent described in Section 5(c) hereof, in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which could reasonably be expected to have a Material Adverse Effect. (b) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or, subject to the receipt of the Bridge Lender Consent described in Section 5(c) hereof, any other third party is required to be obtained by such Borrower or the Guarantor in connection with the execution and delivery, or performance by any such Borrower or the Guarantor of any of its obligations under, this Agreement and the Credit Agreement, as amended hereby. (c) This Agreement has been duly executed and delivered by such Borrower and the Guarantor, and is the legal, valid and binding obligation of such Borrower and the Guarantor, enforceable against such Borrower and the Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors' rights or by equitable principles generally. (d) Other than as expressly contemplated herein, (i) the representations and warranties made by each of the Borrowers and the Guarantor in the Security Documents and in Sections 7.1(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m), (n), (o), (r), (s), (t), (u), (v), (w), (x), (z), (aa), (bb) and, except as may have been disclosed in the Guarantor's public filings to date, (p) of the Credit Agreement are true and correct in all material respects on and as of the date hereof, after giving effect to the effectiveness of this Agreement, as if made on and as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default has occurred and is continuing, subject to the receipt of the Bridge Lender Consent described in Section 5(c) hereof and other than, if the Amendment Effective Date shall not have occurred, any resulting from the failure to pay the Required Principal Payments. SECTION 7. Reference to and Effect on the Loan Documents. (a) On and after the Standstill Effective Date or the Amendment Effective Date, as the case may be, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended or otherwise modified hereby. 7 (b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended or otherwise modified by this Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (c) The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. SECTION 8. Amendments. This Agreement may not be amended, supplemented or modified except in accordance with the provisions of this Section 8. The Required Lenders, the Guarantor and each Borrower may, or (with the written consent of the Required Lenders) the Administrative Agent, the Guarantor and each Borrower may, subject to the requirements of Section 15.11 of the Credit Agreement, from time to time, (a) enter into written amendments, supplements or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights or obligations of the Standstill Lenders or of the Borrowers and the Guarantor hereunder or (b) waive, on such terms and conditions as the Required Lenders, or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or any Standstill Event and its consequences; provided, that, no such waiver and no such amendment, supplement or modification shall amend, modify or waive any provision of this Section 8 or reduce the percentage specified in the definition of Required Standstill Lenders without the consent of each Lender party hereto; and provided, further, that, in the event Section 1 hereof becomes effective in accordance with Section 4 hereof, no such waiver and no such amendment, supplement or modification shall extend the July 30, 2004 date contained therein without the consent of each Lender party hereto. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the relevant Standstill Lenders and shall be binding upon the Borrowers, the Guarantor, the Standstill Lenders, the Administrative Agent and all future Standstill Lenders. SECTION 9. Costs and Expenses. The Borrowers agree to pay, and the Guarantor guarantees payment of, all reasonable costs and expenses associated with the preparation, execution, delivery, administration, and enforcement of this Agreement and all related matters during the Standstill Period including, without limitation, the reasonable fees and expenses of the Administrative Agent's counsel and financial advisor (in each case, whether incurred prior to or after the Standstill Effective Date or the Amendment Effective Date, as the case may be, with respect to this Agreement). SECTION 10. Tolling of Statute of Limitations. Each and every statute of limitations or other applicable law, rule or regulation governing the time by which any Standstill Lender must commence legal proceedings or otherwise take any action with respect to exercising any of its respective rights, powers or remedies directly or indirectly against any of the Borrowers and the Guarantor with respect to any breach or default existing on or prior to the Standstill Termination Date, including, without limitation, actions under or in respect of any of the Credit Agreement or any Loan Document, shall be tolled during the Standstill Period. Each of the Borrowers and the Guarantor agree, to the fullest extent permitted by law, not to include such period of time in any assertion by it at any time that a statute of limitations or other 8 applicable law, rule or regulation bars or otherwise acts as a defense (whether equitable or legal) to any legal proceeding or other action by any Lender in exercise of its respective rights, powers or remedies, directly or indirectly, with respect to any or all of the breaches or defaults referred to in the immediately preceding sentence. SECTION 11. Agreement Not a Defense. Each of the Borrowers and the Guarantor agree that, subject to the agreement of the Standstill Lenders to forbear as and to the extent set forth herein, the agreements of the Standstill Lenders under this Agreement shall not constitute a waiver by any of the Standstill Lenders of, or a defense by any of the Borrowers and the Guarantor to, the exercise by any of the Standstill Lenders of any right, power or remedy which any of the Standstill Lenders may have under or in respect of the Credit Agreement or any Loan Document or any other agreement or document relating thereto (and including rights, powers and remedies at law, in equity or by statute). SECTION 12. GOVERNING LAW. THIS AGREEMENT 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. SECTION 13. Acknowledgments and Agreements. (a) The Collateral. Each of the Borrowers and the Guarantor ratifies and reaffirms the validity and enforceability (without defense, counterclaim or offset of any kind) of the liens and security interests granted to secure any of the Obligations to and for the benefit of the Lenders, pursuant to the Security Documents. Each of the Borrowers and the Guarantor acknowledges and agrees that all such liens and security interests granted by it shall continue to secure the Obligations and the Guaranty from and after the effective date hereof. Each of the Borrowers and the Guarantor further agrees to take promptly any and all actions reasonably requested by the Administrative Agent with respect to the granting, perfection and priority of the liens purported to be granted by the Security Documents. (b) Validity of Obligations. Each of the Borrower and the Guarantor acknowledges and agrees that such party is truly and justly indebted to the Lenders for the Obligations, without defense, counterclaim or offset of any kind, and such party ratifies and reaffirms the validity, enforceability and binding nature of such Obligations. SECTION 14. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE GUARANTOR, THE ADMINISTRATIVE AGENT AND THE LENDERS PARTY HERETO 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 THIS AGREEMENT OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. 9 SECTION 15. Execution in Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY] 10 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. BORROWERS: 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/ Ajay Sabherwal ------------------------------------- Name: Ajay Sabherwal Title: CFO for each of the entities set forth above GUARANTOR: CHOICE ONE COMMUNICATIONS INC. By: /s/ Ajay Sabherwal ------------------------------------- Name: Ajay Sabherwal Title: CFO 11 GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent, Collateral Agent, Syndication Agent and Lender By: /s/ Terry Harris -------------------------------------- Name: Terry Harris Title: Chief Credit Officer MORGAN STANLEY SENIOR FUNDING, INC., as Documentation Agent and Lender By: /s/ Ian Sandler -------------------------------------- Name: Ian Sandler Title: Vice President BANK OF AMERICA, N.A., as Lender By: /s/ Sid Bridges -------------------------------------- Name: Sid Bridges Title: AVP BEAR STEARNS INVESTMENT PRODUCTS INC., as Lender By: /s/ John E. McDermott -------------------------------------- Name: John E. McDermott Title: Vice President CARGILL FINANCIAL SERVICES INTERNATIONAL, INC., as Lender By: /s/ Mark Guidinger -------------------------------------- Name: Mark Guidinger Title: Portfolio Manager By: /s/ Christopher J. Hedberg -------------------------------------- Name: Christopher J. Hedberg Title: Operations Manager CREDIT SUISSE FIRST BOSTON, as Lender By: /s/ Michael T. Wotanowski -------------------------------------- Name: Michael T. Wotanowski Title: Vice President By: /s/ Joseph Brosnan -------------------------------------- Name: Joseph Brosnan Title: Vice President CREDIT SUISSE FIRST BOSTON INTERNATIONAL, as Lender By: /s/ Melanie Harris -------------------------------------- Name: Melanie Harris Title: 12 DEUTSCHE BANK AND TRUST COMPANY AMERICAS, as Lender By: DB Services New Jersey, Inc. By: /s/ Edward Schaffer -------------------------------------- Name: Edward Schaffer Title: Vice President FERNWOOD ASSOCIATES, L.P., as Lender By: /s/ Robert Gaviglio -------------------------------------- Name: Robert Gaviglio Title: Vice President FIDELITY ADVISORS SERIES II: FIDELITY ADVISORS HIGH INCOME ADVANTAGE (218), as Lender By: /s/ Mark Osterheld -------------------------------------- Name: Mark Osterheld Title: Assistant Treasurer Commonwealth of Massachusetts Pension Reserves Investment Management Board By: Fidelity Management Trust Company, as Investment Manager, under Power of Attorney By: /s/ John P. O'Reilly, Jr. -------------------------------------- Name: John P. O'Reilly, Jr. Title: Executive Vice President GOLDMAN SACHS CREDIT PARTNERS, L.P., as Lender By: /s/ Pedro Ramirez -------------------------------------- Name: Pedro Ramirez Title: Authorized Signatory JEFFERIES & COMPANY, INC., as Lender By: /s/ Robert Welch -------------------------------------- Name: Robert Welch Title: Senior Vice President MERRILL LYNCH CREDIT PRODUCTS, LLC, as Lender By: /s/ Pierre Batrouni -------------------------------------- Name: Pierre Batrouni Title: Vice President ORE HILL HUB FUND, LTD, as Lender By: /s/ Frederick Wahl -------------------------------------- Name: Frederick Wahl Title: Managing Partner ] 13 QUANTUM PARTNERS LDC, as Lender By: /s/ Joyce M. Anzalotta -------------------------------------- Name: Joyce M. Anzalotta Title: Attorney-in-Fact SCOGGIN CAPITAL MANAGEMENT, LP II, as Lender By: /s/ Craig Effron -------------------------------------- Name: Craig Effron Title: STRATEGIC VALUE MASTER FUND, LTD, as Lender By: /s/ Vivianne Hernandez -------------------------------------- Name: Vivianne Hernandez Title: TRIAGE CAPITAL MANAGEMENT, LP, as Lender By: /s/ Leon Frenkel -------------------------------------- Name: Leon Frenkel Title: Managing Member VARDE PARTNERS, INC., as Lender By: /s/ Jeremy Hedberg -------------------------------------- Name: Jeremy Hedberg Title: Vice President WACHOVIA BANK, N.A., as Lender By: /s/ Joel Thomas -------------------------------------- Name: Joel Thomas Title: Director 14 CONSENT Dated as of June 30, 2004 Each of the undersigned, as a Grantor and/or Pledgor under the Third Amended and Restated Security Agreement, dated as of September 13, 2002 (as amended, supplemented or otherwise modified through the date hereof, the "SECURITY AGREEMENT") and/or the Third Amended and Restated Pledge Agreement, dated as of September 13, 2002 (as amended, supplemented or otherwise modified through the date hereof, the "PLEDGE AGREEMENT"), in each case, in favor of the Administrative Agent, for its benefit and the benefit of the Lenders parties to the Credit Agreement referred to in the foregoing Standstill Agreement and Conditional Amendment to the Credit Agreement (the "AGREEMENT"), hereby consents to such Agreement and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Agreement, each of the Security Agreement and the Pledge Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Agreement, each reference in the Security Agreement and the Pledge Agreement to the "Credit Agreement", "thereunder", "thereof" or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Agreement, and (b) the Security Documents to which such Grantor or such Pledgor, as the case may be, is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein). CHOICE ONE COMMUNICATIONS INC. 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/ Ajay Sabherwahl ------------------------------------------------ Name: Ajay Sabherwal Title: CFO LIST OF OMITTED SCHEDULES ------------------------- The Registrant has omitted from this filing the Schedules listed below. The Registrant will furnish supplementally to the Commission, upon request, a copy of any omitted Schedule. Schedule I - Required Principal Payments Schedule II - Required Interest Payments