Guarantee Agreement by Forstmann Little Partnerships for FLCC Holdings, Inc. – February 15, 2001

Summary

Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VII, L.P. and Forstmann Little & Co. Equity Partnership-VI, L.P. agree to ensure that FLCC Holdings, Inc. fulfills all its obligations under a related Agreement and Plan of Merger. They also have the right to enforce any benefits of that agreement for FLCC Holdings, Inc. This guarantee ends at the closing of the merger. The agreement is signed by authorized representatives of both partnerships.

EX-2.3 4 j8606501ex2-3.txt GUARANTEE DATED FEBRUARY 15, 2001 1 Exhibit 2.3 GUARANTEE Each of Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VII, L.P.("MBO-VII") and Forstmann Little & Co. Equity Partnership-VI, L.P. ("EP-VI") agrees to cause FLCC Holdings, Inc. (including any assignee of FLCC Holdings, Inc.) to fully perform and observe its covenants and other obligations under the foregoing Agreement and Plan of Merger and shall be entitled to enforce directly any benefit of the Agreement and Plan of Merger accruing to FLCC Holdings, Inc. The foregoing agreement of each of MBO-VII and EP-VI shall terminate at the Closing. Dated: January 15, 2001 FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT PARTNERSHIP-VII, L.P. By: FLC XXIII Partnership, its general partner By: /s/ Sandra J. Horbach ----------------------- Sandra J. Horbach, a general partner FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-VI, L.P. By: FLC XXII Partnership, L.P., its general partner By: /s/ Sandra J. Horbach ----------------------- Sandra J. Horbach, a general partner