SAVVIS COMMUNICATIONS CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

                                                                    EXHIBIT 10.2

                                PLEDGE AGREEMENT
                                ----------------

         THIS PLEDGE AGREEMENT  ("Agreement")  dated as of September 5, 2000, is
by  and  between  SAVVIS  COMMUNICATIONS  CORPORATION,  a  Delaware  corporation
("Debtor") whose address is 12851 Worldgate Drive, Herndon,  Virginia 20170, and
whose  Tax I.D.  No.  is  43-1809960,  and  NORTEL  NETWORKS  INC.,  a  Delaware
corporation  ("Secured Party"),  as Administrative  Agent for the "Lenders",  as
that term is defined below,  whose address is 2221 Lakeside  Blvd.,  Richardson,
Texas 75082.

                                R E C I T A L S:
                                ----------------

         A. Subject to the terms of that certain  Credit  Agreement  dated as of
June 30, 2000,  among  Debtor,  Savvis  Communications  Corporation,  a Missouri
corporation  ("Borrower"),  certain  of  the  Lenders  and  Secured  Party  (the
"Original  Credit  Agreement"),  certain of the Lenders  extended certain credit
facilities to Borrower.

         B. Pursuant to that certain Amended and Restated Credit Agreement dated
as of September 5, 2000,  among  Debtor,  Borrower,  the lenders  named  therein
(together with their  successors  and assigns,  the "Lenders") and Secured Party
(as such  agreement  may be  amended,  renewed,  extended,  restated,  replaced,
substituted,  supplemented or otherwise  modified from time to time, the "Credit
Agreement"),  the Original Credit  Agreement is,  concurrently  herewith,  being
amended and restated.

         C. Debtor has directly and  indirectly  benefited and will directly and
indirectly benefit from the Loans evidenced and governed by the Credit Agreement
and the other transactions evidenced by and contemplated in the Loan Documents.

         D. The  execution  and  delivery of this  Agreement  is required by the
terms of the Credit  Agreement  and is a condition  to the  availability  of the
Loans to Borrower pursuant to the Credit Agreement.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  adequacy,  receipt and  sufficiency  of which are
hereby acknowledged,  and in order to induce the Lenders to make the Loans under
the Credit Agreement, the parties hereto hereby agree as follows:

<PAGE>

                                    ARTICLE 1

                                   Definitions
                                   -----------

         Section 1.1 Definitions. As used in this Agreement, the following terms
have the following meanings:


                  "Amendment" has the meaning specified in Section 4.6(b).

                  "Capital   Stock"  means  corporate  stock  and  any  and  all
         securities,  shares,  partnership interests (whether general,  limited,
         special or other  partnership  interests),  limited  liability  company
         interests,  membership  interests,  equity  interests,  participations,
         rights or other equivalents  (however designated) of corporate stock or
         any of the foregoing  issued by any entity  (whether a  corporation,  a
         partnership,  a  limited  liability  company  or  another  entity)  and
         includes, without limitation, securities convertible into Capital Stock
         and rights, warrants or options to acquire Capital Stock.

                  "Collateral" has the meaning specified in Section 2.1.

                  "Governmental  Authority" means any nation or government,  any
         state,  provincial  or  political  subdivision  thereof  and any entity
         exercising   executive,    legislative,    judicial,    regulatory   or
         administrative functions of or pertaining to government.

                  "Instrument"  means any  "instrument," as such term is defined
         in Article or Chapter 9 of the UCC, now owned or hereafter  acquired by
         Debtor, and, in any event, shall include all promissory notes,  drafts,
         bills of exchange and trade acceptances of Debtor, whether now owned or
         hereafter acquired.

                  "Lien" means,  with respect to any  Property,  any mortgage or
         deed of trust, pledge, hypothecation,  assignment, deposit arrangement,
         security  interest,  tax lien,  financing  statement,  pledge,  charge,
         hypothecation or other lien, charge,  easement (other than any easement
         not materially impairing usefulness), encumbrance, preference, priority
         or other security agreement or preferential  arrangement of any kind or
         nature  whatsoever  on or with  respect  to such  Property  (including,
         without  limitation,  any  conditional  sale or other  title  retention
         agreement having  substantially  the same economic effect as any of the
         foregoing.

                  "Obligations" means the "Obligations", as such term is defined
         in  the  Credit  Agreement,  and  the  obligations,   indebtedness  and
         liabilities  of Debtor under this Agreement and any other Loan Document
         to which Debtor may be a party.


                                       2
<PAGE>

                  "Person"   means   any   individual,    corporation,    trust,
         association,  company,  partnership,  joint venture,  limited liability
         company, joint stock company, Governmental Authority or other entity.

                  "Pledged  Shares" means 100% of the Capital Stock from time to
         time  owned or  acquired  by  Debtor  in any  manner  in the  Borrower,
         including without limitation,  the Capital Stock identified on Schedule
         2 attached hereto, or on Schedule 1 to an Amendment.

                  "Proceeds"  means any  "proceeds,"  as such term is defined in
         Article or Chapter 9 of the UCC and, in any event,  shall include,  but
         not be  limited  to,  (a)  any  and  all  proceeds  of  any  insurance,
         indemnity,  warranty  or  guaranty  payable to Debtor from time to time
         with respect to any of the Collateral, (b) any and all payments (in any
         form whatsoever) made or due and payable to Debtor from time to time in
         connection with any requisition, confiscation, condemnation, seizure or
         forfeiture  of all or any part of the  Collateral  by any  Governmental
         Authority (or any Person acting, or purporting to act, for or on behalf
         of any Governmental Authority),  and (c) any and all other amounts from
         time to time paid or  payable  under or in  connection  with any of the
         Collateral.

                  "Property" means property and/or assets of all kinds,  whether
         real,  personal or mixed,  tangible or intangible  (including,  without
         limitation,  all rights relating thereto), whether owned or acquired on
         or after the date hereof.

                  "Revised Article 9" means the Revised Article 9 of the Uniform
         Commercial  Code  included  in the 1998  official  text of the  Uniform
         Commercial  Code as approved by the American Law  Institute in 1998 and
         the National Conference of Commissioners on Uniform State Laws in 1999.

                  "Subsidiary"   means,   with   respect  to  any  Person,   any
         corporation  or  other  entity  of which  at  least a  majority  of the
         outstanding shares of stock or other ownership  interests having by the
         terms thereof ordinary voting power to elect a majority of the board of
         directors (or Persons performing similar functions) of such corporation
         or entity (irrespective of whether or not at the time, in the case of a
         corporation,  stock of any other  class or classes of such  corporation
         shall have or might have voting power by reason of the happening of any
         contingency) is at the time directly or indirectly  owned or controlled
         by such Person or one or more of its Subsidiaries or by such Person and
         one or more of its Subsidiaries.

                  "UCC"  means the  Uniform  Commercial  Code as in effect on or
         after  the  date  hereof  in the  State of New York  and/or  any  other
         jurisdiction  the laws of which may be  applicable  to or in connection
         with the creation,  perfection or priority, or the effect of perfection
         or non-perfection,  of any Lien on any Property created or purported to
         be  created   pursuant  to  this  Agreement,   and  includes,   without
         limitation,  Revised  Article 9 if and when enacted in the State of New
         York and/or any other such jurisdiction.


                                       3
<PAGE>

                  "U.S." means the United States of America.

         Section 1.2 Other Definitional  Provisions.  Terms used herein that are
defined in the Credit Agreement and are not otherwise  defined herein shall have
the  meanings  therefor  specified  in  the  Credit  Agreement.   References  to
"Sections,"  "Subsections,"  "Exhibits"  and  "Schedules"  shall be to Sections,
Subsections,  Exhibits and Schedules,  respectively,  of this  Agreement  unless
otherwise specifically provided. All definitions contained in this Agreement are
equally  applicable to the singular and plural forms of the terms  defined.  All
references to statutes and regulations  shall include any amendments of the same
and any successor statutes and regulations. References to particular sections of
the UCC  should  be read to  refer  also to  parallel  sections  of the  Uniform
Commercial Code as enacted in each state or other jurisdiction where any portion
of the  Collateral is or may be located.  Terms used herein which are defined in
the UCC, unless otherwise defined herein or in the Credit Agreement,  shall have
the meanings  determined  in  accordance  with the UCC.  The term  "continuing",
"continuation"  or "continuance"  means, in reference to any Default or Event of
Default  that has  occurred,  that such Default or Event of Default has not been
either  cured to the  reasonable  satisfaction  of the Secured  Party within the
applicable  grace period (if any)  specified in this Agreement or the other Loan
Documents  (as  applicable)  or waived in  writing by the  requisite  Lenders in
accordance with Section 13.11 of the Credit Agreement.

                                    ARTICLE 2

                                Security Interest
                                -----------------

         Section 2.1 Security  Interest.  As collateral  security for the prompt
payment and performance in full when due of the  Obligations  (whether at stated
maturity,  by acceleration or otherwise),  Debtor hereby pledges and assigns (as
collateral) to Secured Party,  and grants to Secured  Party,  as  Administrative
Agent for the  Lenders,  a continuing  Lien on and  security  interest in all of
Debtor's right, title and interest in and to the following, whether now owned or
hereafter   arising  or  acquired  and  wherever  located   (collectively,   the
"Collateral"):

                  (a)  all of the  Pledged  Shares  and  certificates,  if  any,
representing the Pledged Shares, and all dividends, cash, Instruments, and other
property from time to time receivable or otherwise  distributed or distributable
in respect of or in exchange for any or all of the Pledged Shares; and

                  (b) all cash and non-cash  Proceeds and products of any of the
foregoing.

         Section 2.2  Delivery of  Collateral.  Debtor has  delivered to Secured
Party, endorsed in blank as appropriate,  all Collateral the possession of which
is necessary to perfect the security interest of Secured Party therein as of the
date  hereof.  Furthermore,  promptly  upon  Debtor  gaining  any  rights in any
additional   Collateral,   all  certificates  or  instruments   representing  or
evidencing the


                                       4
<PAGE>

Pledged Shares or any other  Collateral  shall be delivered to and held by or on
behalf of  Secured  Party  pursuant  hereto in  suitable  form for  transfer  by
delivery,  or accompanied by duly executed instruments of transfer or assignment
in blank,  all in form and substance  reasonably  satisfactory to Secured Party.
After the  occurrence  and during the  continuation  of a Default or an Event of
Default, Secured Party shall have the right at any time to exchange certificates
or instruments  representing  or evidencing any Pledged Shares in its possession
for certificates or instruments of smaller or larger denominations.

                                    ARTICLE 3

                         Representations and Warranties
                         ------------------------------

         To induce  Secured  Party and the Lenders to enter into this  Agreement
and the other Loan Documents, Debtor represents and warrants that:

         Section 3.1 Title.  Debtor is, and with respect to Collateral  acquired
after the date  hereof  Debtor  will be, the legal and  beneficial  owner of the
Collateral  free and clear of any Lien or other  encumbrance,  except  for those
Permitted  Liens  (if any)  which  are  expressly  permitted  to  attach  to the
Collateral in accordance with the Credit Agreement and Liens in favor of Secured
Party.

         Section 3.2 Financing  Statements.  Debtor has not signed any financing
statement,  security agreement or other Lien instrument covering all or any part
of the  Collateral,  except as may have  been  filed in favor of  Secured  Party
pursuant  to this  Agreement  and except  for  financing  statements  evidencing
Permitted Liens. Except as otherwise disclosed on Schedule 1 hereto, Debtor does
not do business and has not done business within the past five (5) years under a
trade name or any name other than its legal name set forth at the  beginning  of
this Agreement.

         Section  3.3  Principal  Place  of  Business.  The  principal  place of
business and chief executive office of Debtor, and the office where Debtor keeps
its books  and  records,  is  located  at the  address  of  Debtor  shown at the
beginning of this Agreement.

         Section 3.4       Pledged Shares.

                  (a) The Pledged  Shares have been duly  authorized and validly
         issued  and are  fully  paid and  nonassessable  under  the laws of the
         jurisdiction of incorporation of the Borrower.

                  (b) Debtor is the legal and  beneficial  owner of the  Pledged
         Shares, free and clear of any Lien (other than the Lien created by this
         Agreement),  and Debtor has not sold,  granted any option with  respect
         to, assigned, transferred or otherwise disposed of any of its rights or
         interest in or to the Pledged Shares.


                                       5
<PAGE>

                  (c) On the date  hereof,  the Pledged  Shares  constitute  the
         percentage of the issued and outstanding  Capital Stock of the Borrower
         indicated  on Schedule  1, as such  Schedule 1 may from time to time be
         supplemented, amended or modified.

         Section 3.5 Benefit.  Debtor expects to derive substantial benefit (and
Debtor may reasonably be expected to derive substantial  benefit),  directly and
indirectly, from the Loans and the other transactions contemplated by the Credit
Agreement.  Debtor will receive reasonably  equivalent value in exchange for the
Collateral  being provided by it pursuant to the Loan Documents to which it is a
party as security for the payment and performance of the Obligations.

                                    ARTICLE 4

                                    Covenants
                                    ---------

         Debtor   covenants  and  agrees  with  Secured  Party  that  until  the
Obligations  are paid and performed in full,  the  obligations  of Secured Party
under the Loan Documents and all Commitments of the Lenders have expired or have
been terminated:

         Section 4.1 Encumbrances. Except as otherwise permitted by the terms of
the Credit Agreement relating to disposition of assets, Debtor shall not create,
permit or suffer to exist, and shall defend the Collateral against,  any Lien or
other  encumbrance on the Collateral  except for those  Permitted Liens (if any)
which are expressly permitted to attach to the Collateral in accordance with the
Credit Agreement, and shall defend Debtor's rights in the Collateral and Secured
Party's  pledge  and  collateral  assignment  of and  security  interest  in the
Collateral  against  the  claims  and  demands  of all  Persons.  Subject to the
creation or  existence  of Permitted  Liens under the Credit  Agreement,  Debtor
shall do nothing to impair the rights of Secured Party in the Collateral.

         Section 4.2 Further Assurances. At any time and from time to time, upon
the request of Secured  Party,  and at the sole expense of Debtor,  Debtor shall
promptly  execute  and  deliver  all such  further  agreements,  documents,  and
instruments  and take such further action as Secured Party may deem necessary or
appropriate  to preserve  and perfect  its  security  interest in and pledge and
collateral  assignment  of the  Collateral  and  carry  out the  provisions  and
purposes of this  Agreement or to enable  Secured  Party to exercise and enforce
its rights and remedies hereunder with respect to any of the Collateral. Without
limiting the generality of the foregoing,  Debtor shall, subject to the terms of
the Credit  Agreement,  (a) execute and deliver to Secured Party such  financing
statements as Secured Party may from time to time require,  (b) take such action
as Secured  Party may request to permit  Secured  Party to have control over any
Collateral,  (c) deliver to Secured Party all Collateral the possession of which
is necessary to perfect the security  interest  therein,  duly  endorsed  and/or
accompanied by duly executed instruments of transfer or assignment,  all in form
and  substance  satisfactory  to Secured  Party;  and (d) execute and deliver to
Secured Party such other agreements, documents, and instruments as Secured Party
may require to perfect and maintain the validity,


                                       6
<PAGE>

effectiveness,  and  priority  of the  Liens  intended  to be  created  by  this
Agreement  or any other Loan  Document.  In the event  Debtor ever  fails,  upon
request of Secured Party,  to promptly (and in any event within two days of such
request)  execute and file one or more  financing  or  continuation  statements,
and/or amendments thereto, relating to all or any part of the Collateral, Debtor
authorizes  Secured Party to file financing or continuation  statements,  and/or
amendments  thereto  without the  signature of Debtor where  permitted by law. A
carbon, photographic or other reproduction of this Agreement or of any financing
statement  covering the  Collateral or any part thereof shall be sufficient as a
financing statement and may be filed as a financing statement.

         Section  4.3  Corporate  Changes.  Debtor  shall not  change  its name,
identity or  corporate  structure  in any manner  that might make any  financing
statement filed in connection with this Agreement  seriously  misleading  unless
Debtor  shall have given  Secured  Party thirty (30) days prior  written  notice
thereof  and shall have taken all action  deemed  necessary  or  appropriate  by
Secured  Party to protect its Liens and the  perfection  and  priority  thereof.
Debtor shall not change its principal place of business,  chief executive office
or the place  where it keeps its books and  records  unless it shall  have given
Secured Party thirty (30) days prior written notice thereof and shall have taken
all  action  deemed  necessary  or  appropriate  by  Secured  Party to cause its
security  interest in the Collateral to be perfected with the priority  required
by this Agreement.

         Section 4.4 Notification. Debtor shall promptly notify Secured Party of
(a) any  Lien,  encumbrance  or claim  (other  than  Permitted  Liens)  that has
attached to or been made or  asserted  against  any of the  Collateral,  (b) any
material change in any of the Collateral,  including,  without  limitation,  any
material  damage to or loss of  Collateral,  and (c) the occurrence of any other
event or condition (including,  without limitation, matters as to Lien priority)
that could  reasonably  be  expected  to have a material  adverse  effect on the
Collateral or the security interest created hereunder.

         Section 4.5       Voting Rights, Distributions, Etc.

                   (a) So long as no Event of Default shall have occurred and be
continuing:

                           (i) Debtor  shall be entitled to exercise any and all
                  voting  and  other  consensual  rights   (including,   without
                  limitation,   the  right  to  give   consents,   waivers   and
                  notifications  in  respect  of  any  of  the  Pledged  Shares)
                  pertaining to any of the Collateral or any part thereof; and

                           (ii) Unless an Event of Default  shall have  occurred
                  and be  continuing,  Debtor  shall be  entitled to receive and
                  retain any and all  dividends  and interest paid in respect of
                  any of the  Collateral  to the extent  permitted by the Credit
                  Agreement; provided, however, that any and all

                                    (A)  Restricted  Payments paid or payable in
                           violation of the terms of the Credit Agreement,


                                       7
<PAGE>

                                    (B)  Restricted  Payments  paid  or  payable
                           other than in cash in respect of, and instruments and
                           other  Property  received,  receivable  or  otherwise
                           distributed  in respect of, or in exchange  for,  any
                           Collateral,

                                    (C)  Restricted  Payments  hereafter paid or
                           payable  in  cash in  respect  of any  Collateral  in
                           connection  with a partial  or total  liquidation  or
                           dissolution  or in  connection  with a  reduction  of
                           capital, capital surplus or paid-in-surplus, and

                                    (D)  cash   paid,   payable   or   otherwise
                           distributed in redemption of, or in exchange for, any
                           Collateral,

         shall be, and shall be forthwith delivered to Secured Party to hold as,
         Collateral and shall,  if received by Debtor,  be received in trust for
         the benefit of Secured Party,  be segregated from the other Property or
         funds  of  Debtor  and be  forthwith  delivered  to  Secured  Party  as
         Collateral  in  the  same  form  as so  received  (with  any  necessary
         endorsement).  All amounts  (other than  amounts  described  in clauses
         (ii)(A)  through (D) above) received by Secured Party in respect of any
         Collateral shall be either (1) promptly  released to Debtor, so long as
         no Default or Event of Default shall have occurred and be continuing or
         (2) if any  Default or Event of  Default  shall  have  occurred  and be
         continuing,  held by Secured  Party and (if an Event of  Default  shall
         have  occurred  and be  continuing)  applied as  provided by the Credit
         Agreement.  During  the  continuance  of any  Default,  any  dividends,
         interest or other distributions (whether in cash, securities,  Property
         or otherwise)  received by Debtor with respect to any Collateral  shall
         be held by Debtor in trust for the benefit of Secured Party and, during
         the  continuance  of any Event of Default,  upon the request of Secured
         Party,  shall  be  delivered  promptly  to  Secured  Party  to  hold as
         Collateral,  as Secured Party may in its discretion determine.  If such
         Event of  Default  is waived or cured to the  satisfaction  of  Secured
         Party, any such  distributions  received by Secured Party (except those
         of the types described in clauses (ii)(A) through (D) above which shall
         not be  released  to  Debtor)  shall be  returned  promptly  to  Debtor
         (provided  that no other Default or Event of Default  exists).  If such
         Default  remains  uncured  and  becomes an Event of  Default,  any such
         distributions  will be  applied  by Secured  Party as  provided  in the
         Credit Agreement.

                  (b) Upon the occurrence and during the continuance of an Event
of Default:

                           (i)  Secured  Party  may,  without  notice to Debtor,
                  transfer or  register  in the name of Secured  Party or any of
                  its nominees any or all of the Collateral, as applicable,  the
                  proceeds  thereof  (in  cash  or  otherwise)  and  all  liens,
                  security,  rights,  remedies and claims of Debtor with respect
                  thereto held by Secured Party hereunder,  and Secured Party or
                  its  nominee  may  thereafter,  after  delivery  of  notice to
                  Debtor,  exercise  all  voting  and  corporate  rights  at any
                  meeting  of any  corporation,  partnership


                                       8
<PAGE>

                  or other business entity issuing any of the Collateral and any
                  and all rights of conversion,  exchange,  subscription  or any
                  other rights,  privileges or options  pertaining to any of the
                  Collateral  as  if  it  were  the  absolute   owner   thereof,
                  including,  without  limitation,  the right to exchange at its
                  discretion  any and all of the  Collateral  upon  the  merger,
                  consolidation,   reorganization,   recapitalization  or  other
                  readjustment of any corporation, partnership or other business
                  entity issuing any of such  Collateral or upon the exercise by
                  the  Borrower  or  Secured  Party of any right,  privilege  or
                  option pertaining to any of the Collateral,  and in connection
                  therewith,   to  deposit  and  deliver  any  and  all  of  the
                  Collateral  with any committee,  depositary,  transfer  agent,
                  registrar  or other  designated  agency  upon  such  terms and
                  conditions as it may determine,  all without  liability except
                  to account for Property  actually  received by it, but Secured
                  Party  shall  have no duty to  exercise  any of the  aforesaid
                  rights,  privileges or options,  and neither Secured Party nor
                  any Lender  shall be  responsible  for any failure to do so or
                  delay in so doing.

                           (ii) All rights of Debtor to exercise  the voting and
                  other  consensual  rights which it would otherwise be entitled
                  to exercise  pursuant to Section  4.5(a)(i) and to receive the
                  dividends,  interest  and other  distributions  which it would
                  otherwise  be  authorized  to receive  and retain  pursuant to
                  Section  4.5(a)(ii)  shall be  suspended  until  such Event of
                  Default  shall no longer  exist,  and all such  rights  shall,
                  until such Event of Default shall no longer  exist,  thereupon
                  become vested in Secured Party which shall  thereupon have the
                  sole right to exercise such voting and other consensual rights
                  and to receive and hold as Collateral such dividends, interest
                  and other distributions.

                           (iii) All dividends, interest and other distributions
                  which are  received by Debtor  contrary to the  provisions  of
                  this Section 4.5(b) shall be received in trust for the benefit
                  of Secured  Party,  shall be  segregated  from other  funds of
                  Debtor and shall be  forthwith  paid over to Secured  Party as
                  Collateral in the same form as so received (with any necessary
                  endorsement).

                           (iv) Debtor shall execute and deliver (or cause to be
                  executed and  delivered) to Secured Party all such proxies and
                  other instruments as Secured Party may request for the purpose
                  of enabling  Secured  Party to  exercise  the voting and other
                  rights  which it is  entitled  to  exercise  pursuant  to this
                  Section  4.5(b) and to receive  the  dividends,  interest  and
                  other distributions which it is entitled to receive and retain
                  pursuant to this Section  4.5(b).  The foregoing  shall not in
                  any way limit  Secured  Party's  power and  authority  granted
                  pursuant to Section 5.1.

         Section 4.6       Transfers and Other Liens; Additional Investments.

                  (a) Except as may be  expressly  permitted by the terms of the
         Credit  Agreement,  Debtor  shall not grant any option with respect to,
         exchange,  sell or otherwise dispose of any


                                       9
<PAGE>

         of the  Collateral  or  create or permit to exist any Lien upon or with
         respect to any of the  Collateral  except for the Liens created  hereby
         and Permitted Liens.

                  (b) Debtor  agrees that it will (i) cause the  Borrower not to
         issue any Capital  Stock,  notes or other  securities or instruments in
         addition to or in substitution  for any of the Pledged  Shares,  except
         (A) with prior written notice to Secured  Party,  to Debtor or (B) with
         the written  consent of Secured Party, to any Person other than Debtor,
         (ii) pledge  hereunder,  immediately upon its acquisition  (directly or
         indirectly)  thereof,  any and all such Capital  Stock,  notes or other
         securities or instruments,  and (iii) promptly (and in any event within
         three  Business  Days)  deliver to  Secured  Party an  Amendment,  duly
         executed  by  Debtor,  in  substantially  the  form  of  Exhibit  A (an
         "Amendment"),  in  respect  of  such  Capital  Stock,  notes  or  other
         securities or  instruments,  together with all  certificates,  notes or
         other  securities or instruments  representing  or evidencing the same.
         Debtor hereby (1) authorizes  Secured Party to attach each Amendment to
         this Agreement,  (2) agrees that all such Capital Stock, notes or other
         securities or instruments listed on any Amendment  delivered to Secured
         Party shall for all purposes  hereunder  constitute Pledged Shares, and
         (3) is deemed to have made, upon such delivery, the representations and
         warranties contained in Article 3 with respect to such Pledged Shares.

         Section  4.7  Possession;  Reasonable  Care.  Regardless  of  whether a
Default or an Event of Default has  occurred  or is  continuing,  Secured  Party
shall  have the right to hold in its  possession  all  Pledged  Shares  pledged,
assigned or transferred  hereunder and from time to time  constituting a portion
of the Collateral. Secured Party may, from time to time, in its sole discretion,
appoint one or more agents  (which in no case shall be Debtor or an Affiliate of
Debtor) to hold physical  custody,  for the account of Secured Party,  of any or
all of the  Pledged  Shares.  Secured  Party  shall be deemed to have  exercised
reasonable  care in the custody and  preservation  of the Pledged  Shares in its
possession if the Pledged Shares are accorded treatment  substantially  equal to
that which  Secured Party accords its own  Property,  it being  understood  that
Secured Party shall not have any  responsibility  for (a) ascertaining or taking
action with respect to calls,  conversions,  exchanges,  maturities,  tenders or
other matters  relative to any Pledged Shares,  whether or not Secured Party has
or is deemed to have  knowledge  of such  matters,  or (b) taking any  necessary
steps to preserve  rights  against any parties with  respect to any  Collateral.
Following the  occurrence  and during the  continuation  of an Event of Default,
Secured Party shall be entitled to take possession of all Collateral.


                                       10
<PAGE>

                                    ARTICLE 5

                             Rights of Secured Party
                             -----------------------

         Section 5.1 Power of Attorney.  Debtor hereby  irrevocably  constitutes
and appoints Secured Party and any officer or agent thereof,  with full power of
substitution,  as its true and  lawful  attorney-in-fact  with full  irrevocable
power and authority in the name of Debtor or in its own name, to take, after the
occurrence and during the continuance of an Event of Default, any and all action
and to execute any and all documents and instruments  which Secured Party at any
time and from time to time  deems  necessary  or  desirable  to  accomplish  the
purposes  of  this  Agreement  and,  without  limiting  the  generality  of  the
foregoing,  Debtor  hereby gives  Secured Party the power and right on behalf of
Debtor and in its own name to do any of the following  after the  occurrence and
during the continuance of an Event of Default,  without notice to or the consent
of Debtor:

                  (a) to demand,  sue for,  collect or  receive,  in the name of
         Debtor or in its own name, any money or Property at any time payable or
         receivable on account of or in exchange for any of the Collateral  and,
         in connection therewith,  endorse checks,  notes, drafts,  acceptances,
         money  orders,  documents  of title or any  other  instruments  for the
         payment of money under the Collateral;

                  (b) to pay or  discharge  taxes,  Liens or other  encumbrances
         levied or placed on or threatened against the Collateral;

                  (c) (i) to  receive  payment  of and  receipt  for any and all
         monies,  claims and other  amounts due and to become due at any time in
         respect of or arising out of any  Collateral;  (ii) to sign and endorse
         any  assignments,  proxies,  stock  powers,  verifications  and notices
         relating to the  Collateral;  (iii) to commence and prosecute any suit,
         action or  proceeding  at law or in  equity  in any court of  competent
         jurisdiction  to collect  the  Collateral  or any part  thereof  and to
         enforce  any other right in respect of any  Collateral;  (iv) to defend
         any suit,  action or proceeding  brought against Debtor with respect to
         any Collateral; (v) to settle, compromise or adjust any suit, action or
         proceeding described above and, in connection  therewith,  to give such
         discharges or releases as Secured Party may deem  appropriate;  (vi) to
         exchange  any of the  Collateral  for other  Property  upon any merger,
         consolidation,  reorganization,  recapitalization or other readjustment
         of the  Borrower  and,  in  connection  therewith,  deposit  any of the
         Collateral with any committee, depositary, transfer agent, registrar or
         other designated agency upon such terms as Secured Party may determine;
         (vii) to add or release any guarantor,  indorser, surety or other party
         to any of the Collateral;  (viii) to renew,  extend or otherwise change
         the  terms  and  conditions  of any of the  Collateral;  (ix) to  make,
         settle,  compromise  or adjust any claims under or pertaining to any of
         the Collateral;  and (x) to sell,  transfer,  pledge,  convey, make any
         agreement  with respect to or otherwise deal with any of the Collateral
         as fully and completely as though Secured Party were the absolute owner
         thereof  for all  purposes,  and to do, at Secured  Party's  option and
         Debtor's expense, at any


                                       11
<PAGE>

         time,  or from time to time,  all acts and things which  Secured  Party
         deems  necessary  to protect,  preserve,  maintain or realize  upon the
         Collateral and Secured Party's security interest therein.

         This power of attorney is a power coupled with an interest and shall be
irrevocable  until this  Agreement is terminated  in accordance  with its terms.
Secured Party shall be under no duty to exercise or withhold the exercise of any
of the rights, powers, privileges and options expressly or implicitly granted to
Secured Party in this  Agreement,  and shall not be liable for any failure to do
so or any delay in doing so. Neither Secured Party nor any Person  designated by
Secured  Party  shall be  liable  for any act or  omission  or for any  error of
judgment  or any mistake of fact or law except for gross  negligence  or willful
misconduct  or as set forth in Section 4.7.  This power of attorney is conferred
on Secured  Party  solely to protect,  preserve,  maintain  and realize upon its
security interest in the Collateral.  Secured Party shall not be responsible for
any decline in the value of the Collateral and shall not be required to take any
steps to  preserve  rights  against  prior  parties or to  protect,  preserve or
maintain any Lien given to secure the Collateral.

         Section  5.2  Performance  by Secured  Party.  If Debtor  shall fail to
perform any covenant or agreement contained in this Agreement, Secured Party may
perform or attempt to perform such covenant or agreement on behalf of Debtor. In
such event,  Debtor  shall,  at the request of Secured  Party,  promptly pay any
amount  expended  by  Secured  Party in  connection  with  such  performance  or
attempted  performance to Secured Party,  together with interest  thereon at the
Default Rate from and  including the date of such  expenditure  to but excluding
the date such expenditure is paid in full.  Notwithstanding the foregoing, it is
expressly   agreed  that  Secured   Party  shall  not  have  any   liability  or
responsibility for the performance of any indebtedness,  liability or obligation
of Debtor under this Agreement.

                                    ARTICLE 6

                                     Default
                                     -------

         Section  6.1 Rights  and  Remedies.  If an Event of Default  shall have
occurred and be  continuing,  Secured Party shall have the following  rights and
remedies with respect to the Collateral (subject to Section 6.3):

                  (a) In addition to all other  rights and  remedies  granted to
         Secured  Party in this  Agreement  or in any other Loan  Document or by
         applicable law, Secured Party shall have all of the rights and remedies
         of a secured party under the UCC (whether or not the UCC applies to the
         affected  Collateral) and Secured Party may also, without notice except
         as specified  below,  sell the Collateral or any part thereof in one or
         more parcels at public or private sale, at any exchange, broker's board
         or at any of Secured Party's offices or elsewhere,  for cash, on credit
         or for future delivery,  and upon such other terms as Secured Party may
         deem


                                       12
<PAGE>

         commercially  reasonable  or  otherwise  as may be  permitted  by  law.
         Without  limiting the  generality of the  foregoing,  Secured Party may
         sell,  lease  or  otherwise  dispose  of the  Collateral,  or any  part
         thereof,  in one or more parcels at public or private sale or sales, at
         Secured Party's offices or elsewhere, for cash, on credit or for future
         delivery,  and  upon  such  other  terms  as  Secured  Party  may  deem
         commercially  reasonable  or  otherwise  as may be  permitted  by  law.
         Secured Party shall have the right at any public sale or sales, and, to
         the extent  permitted by applicable  law, at any private sale or sales,
         to bid  (which  bid  may  be,  in  whole  or in  part,  in the  form of
         cancellation of indebtedness)  and become a purchaser of the Collateral
         or any part  thereof free of any right or equity of  redemption  on the
         part of Debtor, which right or equity of redemption is hereby expressly
         waived and  released  by  Debtor.  Upon the  request of Secured  Party,
         Debtor shall  assemble the  Collateral and make it available to Secured
         Party at any place  designated  by  Secured  Party  that is  reasonably
         convenient  to Debtor and Secured  Party.  Debtor  agrees that  Secured
         Party shall not be obligated to give more than five days prior  written
         notice of the time and place of any  public  sale or of the time  after
         which  any  private  sale may take  place and that  such  notice  shall
         constitute  reasonable notice of such matters.  Secured Party shall not
         be obligated to make any sale of Collateral  if it shall  determine not
         to do so,  regardless of the fact that notice of sale of Collateral may
         have been given.  Secured  Party may,  without  notice or  publication,
         adjourn  any public or private  sale or cause the same to be  adjourned
         from time to time by announcement at the time and place fixed for sale,
         and such  sale may,  without  further  notice,  be made at the time and
         place to which the same was so  adjourned.  Debtor  shall be liable for
         all expenses of retaking,  holding, preparing for sale or the like, and
         all  attorneys'  fees,  legal  expenses  and other  costs and  expenses
         incurred by Secured  Party in  connection  with the  collection  of the
         Obligations  and the  enforcement of Secured  Party's rights under this
         Agreement.  Debtor  shall  remain  liable  for  any  deficiency  if the
         Proceeds of any sale or other disposition of the Collateral  applied to
         the  Obligations  are  insufficient  to pay the  Obligations  in  full.
         Secured Party may apply the Collateral  against the Obligations in such
         order and  manner as  Secured  Party may elect in its sole  discretion.
         Debtor  waives all rights of  marshaling,  valuation  and  appraisal in
         respect of the Collateral. Any cash held by Secured Party as Collateral
         and all cash proceeds  received by Secured Party in respect of any sale
         of,  collection from or other  realization  upon all or any part of the
         Collateral  may, in the discretion of Secured Party, be held by Secured
         Party as collateral for, and then or at any time thereafter  applied in
         whole or in part by Secured  Party  against,  the  Obligations  in such
         order as Secured Party shall  select.  Any surplus of such cash or cash
         proceeds and interest  accrued  thereon,  if any, held by Secured Party
         and  remaining  after payment in full of all the  Obligations  shall be
         paid  over to Debtor  or to  whomsoever  may be  lawfully  entitled  to
         receive  such  surplus;  provided  that  Secured  Party  shall  have no
         obligation  to invest or otherwise  pay interest on any amounts held by
         it in connection with or pursuant to this Agreement.


                                       13
<PAGE>

                  (b) Secured Party may cause any or all of the Collateral  held
         by it to be  transferred  into the name of Secured Party or the name or
         names of Secured Party's nominee or nominees.

                  (c) Secured Party may exercise any and all rights and remedies
         of Debtor  under or in respect of the  Collateral,  including,  without
         limitation, any and all rights of Debtor to demand or otherwise require
         payment of any amount under, or performance of any provision of, any of
         the  Collateral  and any and all voting rights and corporate  powers in
         respect of the Collateral.

                  (d) Secured Party may collect or receive all money or property
         at any time payable or  receivable on account of or in exchange for any
         of the Collateral, but shall be under no obligation to do so.

                  (e) On any sale of the  Collateral,  Secured  Party is  hereby
         authorized  to comply with any  limitation  or  restriction  with which
         compliance is necessary,  in the view of Secured  Party's  counsel,  in
         order to avoid any  violation of  applicable  law or in order to obtain
         any required  approval of the purchaser or purchasers by any applicable
         Governmental Authority.

         Section 6.2       Registration Rights, Private Sales, Etc.

                  (a) If Secured Party shall  determine to exercise its right to
         sell all or any of the  Collateral  pursuant  to  Section  6.1,  Debtor
         agrees that,  upon the request of Secured  Party (which  request may be
         made by Secured Party in its sole discretion),  Debtor will, at its own
         expense:

                           (i) execute and  deliver,  and cause the Borrower and
                  the directors and officers thereof to execute and deliver, all
                  such agreements, documents and instruments, and do or cause to
                  be done all such other acts and things,  as may be  reasonably
                  necessary  or, in the  reasonable  opinion of  Secured  Party,
                  advisable to register such Collateral  under the provisions of
                  the Securities Act (as  hereinafter  defined) and use its best
                  efforts to cause the registration  statement  relating thereto
                  to become effective and to remain effective for such period as
                  prospectuses  are required by law to be furnished  and to make
                  all  amendments  and  supplements  thereto  and to the related
                  prospectus  which,  in  the  opinion  of  Secured  Party,  are
                  necessary   or   advisable,   all  in   conformity   with  the
                  requirements   of  the   Securities  Act  and  the  rules  and
                  regulations  of  the   Securities   and  Exchange   Commission
                  applicable thereto;

                           (ii) if reasonably  necessary  or, in the  reasonable
                  opinion of Secured Party,  advisable,  use its best efforts to
                  qualify such Collateral  under all applicable state securities
                  or "Blue  Sky" laws and to obtain all  necessary  governmental
                  approvals  for the sale of such  Collateral,  as  requested by
                  Secured Party;


                                       14
<PAGE>

                           (iii) if reasonably  necessary or, in the  reasonable
                  opinion of Secured  Party,  advisable,  cause the  Borrower to
                  make   available   to  its  security   holders,   as  soon  as
                  practicable,  an  earnings  statement  which will  satisfy the
                  provisions of Section 11(a) of the Securities Act;

                           (iv) do or cause to be done all such  other  acts and
                  things as may be reasonably  necessary or  appropriate to make
                  such  sale of the  Collateral  or any part  thereof  valid and
                  binding and in compliance with applicable law; and

                           (v) bear all reasonable costs and expenses, including
                  reasonable  attorneys'  fees, of carrying out its  obligations
                  under this Section 6.2.

                  (b)  Debtor  recognizes  that  Secured  Party may be unable to
         effect a  public  sale of any or all of the  Collateral  by  reason  of
         certain  prohibitions  contained  in the  Securities  Act of  1933,  as
         amended from time to time (the  "Securities  Act") and applicable state
         securities  laws but may be  compelled to resort to one or more private
         sales thereof to a restricted  group of purchasers  who will be obliged
         to agree,  among other things, to acquire such Collateral for their own
         account  for  investment  and not  with a view to the  distribution  or
         resale thereof.  Debtor  acknowledges  and agrees that any such private
         sale may result in prices and other terms less  favorable to the seller
         than  if  such  sale  were a  public  sale  and,  notwithstanding  such
         circumstances,  agrees that any such private sale shall,  to the extent
         permitted  by law,  be  deemed  to  have  been  made in a  commercially
         reasonable manner. Neither Secured Party nor the Lenders shall be under
         any  obligation to delay a sale of any of the Collateral for the period
         of time  necessary to permit the Borrower to register  such  securities
         under the Securities Act or under any applicable state securities laws,
         even if the Borrower would agree to do so.

                  (c) Debtor  further  agrees to do or cause to be done,  to the
         extent that Debtor may do so under  applicable law, all such other acts
         and  things as may be  necessary  to make such  sales or resales of any
         portion or all of the  Collateral  valid and binding and in  compliance
         with  any  and  all  applicable  laws,   regulations,   orders,  writs,
         injunctions,  decrees or awards of any and all courts,  arbitrators  or
         governmental    instrumentalities,    domestic   or   foreign,   having
         jurisdiction  over any such sale or  sales,  all at  Debtor's  expense.
         Debtor further  agrees that a breach of any of the covenants  contained
         in this Section 6.2 will cause irreparable  injury to Secured Party and
         the Lenders  and that  Secured  Party and the Lenders  have no adequate
         remedy at law in respect of such breach and, as a  consequence,  agrees
         that each and every  covenant  contained  in this  Section 6.2 shall be
         specifically  enforceable  against Debtor, and Debtor hereby waives and
         agrees,  to the fullest  extent  permitted  by law,  not to assert as a
         defense  against an action for specific  performance  of such covenants
         that (i)  Debtor's  failure to perform  such  covenants  will not cause
         irreparable  injury to Secured  Party and the  Lenders or (ii)  Secured
         Party and the Lenders have an adequate remedy at law in respect of such


                                       15
<PAGE>

         breach.  Debtor further  acknowledges the impossibility of ascertaining
         the amount of damages  which would be suffered by Secured Party and the
         Lenders by reason of a breach of any of the covenants contained in this
         Section 6.2 and, consequently,  agrees that, if Debtor shall breach any
         of such covenants and Secured Party or any Lender shall sue for damages
         for such breach,  Debtor shall pay to Secured Party or such Lender,  as
         liquidated  damages and not as a penalty,  an aggregate amount equal to
         the value of the  Collateral  on the date Secured  Party or such Lender
         shall demand compliance with this Section 6.2.

                  (d)  DEBTOR  HEREBY  AGREES  TO  INDEMNIFY,  PROTECT  AND SAVE
         HARMLESS  SECURED  PARTY AND THE  LENDERS AND ANY  CONTROLLING  PERSONS
         THEREOF  WITHIN THE MEANING OF THE  SECURITIES ACT FROM AND AGAINST ANY
         AND ALL  LIABILITIES,  SUITS,  CLAIMS,  COSTS AND  EXPENSES  (INCLUDING
         COUNSEL FEES AND  DISBURSEMENTS)  ARISING UNDER THE SECURITIES ACT, THE
         SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED,  ANY APPLICABLE  STATE
         SECURITIES  STATUTE,  OR AT  COMMON  LAW,  OR  PURSUANT  TO  ANY  OTHER
         APPLICABLE  LAW IN  CONNECTION  WITH THE SALE OF ANY  SECURITIES OR THE
         EXERCISE OF ANY OTHER RIGHT OR REMEDY OF SECURED PARTY, INSOFAR AS SUCH
         LIABILITIES,  SUITS,  CLAIMS,  COSTS AND EXPENSES  ARISE OUT OF, OR ARE
         BASED UPON,  ANY UNTRUE  STATEMENT  OR ALLEGED  UNTRUE  STATEMENT  OF A
         MATERIAL  FACT MADE BY ANY LOAN  PARTY IN  CONNECTION  WITH THE SALE OR
         PROPOSED  SALE OF ANY PART OF THE  COLLATERAL,  OR ARISES OUT OF, OR IS
         BASED UPON, THE OMISSION OR ALLEGED OMISSION BY ANY LOAN PARTY TO STATE
         A  MATERIAL  FACT  REQUIRED  TO BE STATED IN  CONNECTION  THEREWITH  OR
         NECESSARY  TO  MAKE  THE  STATEMENTS  MADE  NOT  MISLEADING;  PROVIDED,
         HOWEVER, THAT DEBTOR SHALL NOT BE LIABLE IN ANY SUCH CASE TO THE EXTENT
         THAT ANY SUCH LIABILITIES,  SUITS, CLAIMS, COSTS AND EXPENSES ARISE OUT
         OF, OR ARE BASED UPON, ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT
         OR OMISSION OR ALLEGED OMISSION MADE IN RELIANCE UPON AND IN CONFORMITY
         WITH WRITTEN  INFORMATION  FURNISHED TO DEBTOR BY SECURED  PARTY OR ANY
         LENDER  SPECIFICALLY  FOR  INCLUSION  IN  CONNECTION   THEREWITH.   THE
         FOREGOING  INDEMNITY  AGREEMENT  IS IN  ADDITION  TO ANY  INDEBTEDNESS,
         LIABILITY  OR  OBLIGATION  THAT  DEBTOR MAY  OTHERWISE  HAVE TO SECURED
         PARTY, ANY LENDER OR ANY CONTROLLING PERSON THEREOF.

         Section  6.3  Compliance  with Laws.  Notwithstanding  anything  to the
contrary contained in any Loan Document or in any other agreement, instrument or
document  executed by Debtor and delivered to Secured Party,  Secured Party will
not take any action  pursuant  to this  Agreement  or any  document  referred to
herein  which would  constitute  or result in any change of control  (whether de
jure or de facto) of  Borrower if such change of control  would  require,  under
then existing law, the


                                       16
<PAGE>

prior  approval of the FCC or any other  Governmental  Authority  without  first
obtaining such prior approval of the FCC or other Governmental  Authority.  Upon
the  occurrence  of an Event of  Default  or at any time  thereafter  during the
continuance  thereof,  subject to the terms and  conditions  of this  Agreement,
Debtor  agrees to take any action  which  Secured  Party may request in order to
obtain from the FCC or such other Governmental Authority such approval as may be
necessary  to enable  Secured  Party to  exercise  and enjoy the full rights and
benefits  granted to Secured  Party by this  Agreement  and the other  documents
referred to above,  including  specifically,  at the cost and expense of Debtor,
the use of Debtor's  best efforts to assist in obtaining  approval of the FCC or
such other Governmental Authority for any action or transaction  contemplated by
this  Agreement  for which such  approval is or shall be  required  by law,  and
specifically,  without limitation,  upon request, to prepare, sign and file with
the FCC or such other  Governmental  Authority the  assignor's  or  transferor's
portion of any  application  or  applications  for consent to the  assignment of
license or transfer of control  necessary or appropriate under the FCC's or such
other  Governmental  Authority's  rules and  regulations for approval of (a) any
sale or other disposition of the Collateral by or on behalf of Secured Party, or
(b) any assumption by Secured Party of voting rights in the Collateral  effected
in accordance with the terms of this Agreement.

                                    ARTICLE 7

                                  Miscellaneous
                                  -------------

         Section 7.1 No Waiver;  Cumulative Remedies.  No failure on the part of
Secured Party to exercise and no delay in  exercising,  and no course of dealing
with  respect  to, any right,  power or  privilege  under this  Agreement  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
right,  power or privilege  under this  Agreement  preclude any other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and  remedies  provided  for in this  Agreement  are  cumulative  and not
exclusive of any rights and remedies provided by law.

         Section 7.2  Successors and Assigns.  This  Agreement  shall be binding
upon and inure to the benefit of Debtor and Secured  Party and their  respective
heirs,  successors and permitted assigns,  except that Debtor may not assign any
of its rights,  indebtedness,  liabilities or  obligations  under this Agreement
without the prior written consent of Secured Party.

         Section 7.3 Entire Agreement;  Amendment . THIS AGREEMENT  EMBODIES THE
FINAL,  ENTIRE  AGREEMENT  AMONG THE PARTIES  HERETO AND  SUPERSEDES ANY AND ALL
PRIOR  COMMITMENTS,  AGREEMENTS,  REPRESENTATIONS  AND  UNDERSTANDINGS,  WHETHER
WRITTEN  OR  ORAL,  RELATING  TO  THE  SUBJECT  MATTER  HEREOF  AND  MAY  NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR  DISCUSSIONS  OF THE PARTIES  HERETO.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS  AMONG THE PARTIES  HERETO.  The  provisions of this Agreement may be
amended or waived only by an instrument in writing signed by the parties hereto.


                                       17
<PAGE>

         Section 7.4 Notices. All notices and other communications  provided for
in this  Agreement  shall be given or made,  and shall be deemed  effective,  as
provided in the Credit Agreement.

         Section 7.5  Governing  Law;  Submission  to  Jurisdiction;  Service of
Process.  EXCEPT  AS MAY BE  EXPRESSLY  STATED  TO THE  CONTRARY  IN THE  CREDIT
AGREEMENT,  THIS  AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED IN  ACCORDANCE
WITH,  THE LAWS OF THE STATE OF NEW YORK  (WITHOUT  REGARD TO  CONFLICTS OF LAWS
PRINCIPLES)  AND EACH OF THE PARTIES  HERETO CHOOSE THE LAWS OF THE STATE OF NEW
YORK TO GOVERN THIS AGREEMENT  PURSUANT TO N.Y. GEN.  OBLIG.  LAW SECTION 5-1401
(CONSOL.  1995) AND  APPLICABLE  LAWS OF THE U.S.  DEBTOR HEREBY  SUBMITS TO THE
NON-EXCLUSIVE  JURISDICTION  OF EACH  OF (A) THE  U.S.  DISTRICT  COURT  FOR THE
SOUTHERN DISTRICT OF NEW YORK, (B) ANY NEW YORK STATE COURT SITTING IN NEW YORK,
NEW YORK, (C) THE U.S.  DISTRICT COURT FOR THE NORTHERN  DISTRICT OF TEXAS,  AND
(D) ANY TEXAS STATE COURT SITTING IN DALLAS COUNTY,  TEXAS,  FOR THE PURPOSES OF
ALL LEGAL  PROCEEDINGS  ARISING OUT OF OR RELATING TO THIS AGREEMENT,  ANY OTHER
LOAN  DOCUMENT  OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY  OR  THEREBY.  DEBTOR
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO DEBTOR AT ITS ADDRESS FOR
NOTICES SET FORTH  UNDERNEATH ITS SIGNATURE  HERETO.  DEBTOR HEREBY  IRREVOCABLY
WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH  PROCEEDING  BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING  BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

         Section 7.6 Headings.  The headings,  captions and arrangements used in
this Agreement are for convenience only and shall not affect the  interpretation
of this Agreement.

         Section  7.7   Survival  of   Representations   and   Warranties.   All
representations  and  warranties  made in this  Agreement or in any  certificate
delivered  pursuant  hereto  shall  survive the  execution  and delivery of this
Agreement,   and  no   investigation   by  Secured   Party   shall   affect  the
representations and warranties or the right of Secured Party to rely upon them.

         Section 7.8 Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of which shall be deemed an  original,  but all of which
together shall constitute one and the same instrument.


                                       18
<PAGE>

         Section 7.9 Waiver of Bond.  In the event  Secured  Party seeks to take
possession of any or all of the  Collateral by judicial  process,  Debtor hereby
irrevocably  waives any bonds and any surety or security  relating  thereto that
may be required by applicable law as an incident to such possession,  and waives
any demand for possession prior to the commencement of any such suit or action.

         Section 7.10  Severability.  Any provision of this  Agreement  which is
determined   by  a  court  of  competent   jurisdiction   to  be  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining   provisions  of  this   Agreement,   and  any  such   prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         Section 7.11  Construction.  Debtor and Secured Party  acknowledge that
each of them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this Agreement with its legal counsel and that
this  Agreement  shall be construed as if jointly  drafted by Debtor and Secured
Party.

         Section 7.12  Termination.  If all of the  Obligations  shall have been
paid and performed in full and all Commitments of the Lenders shall have expired
or terminated, Secured Party shall, upon the written request of Debtor, promptly
execute and deliver to Debtor a proper  instrument or instruments  acknowledging
the release and termination of the security interests created by this Agreement,
and shall duly assign and deliver to Debtor  (without  recourse  and without any
representation  or  warranty,  except  as may be set  forth in  Section  4.7 and
Section 5.1) such of the Collateral as may be in the possession of Secured Party
and  has  not  previously  been  sold  or  otherwise  applied  pursuant  to this
Agreement.

         Section 7.13 Waiver of Jury Trial.  TO THE FULLEST EXTENT  PERMITTED BY
APPLICABLE  LAW,  EACH OF THE PARTIES  HERETO HEREBY  IRREVOCABLY  AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM
(WHETHER BASED UPON CONTRACT,  TORT OR OTHERWISE)  ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SECURED
PARTY IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.


        [The remainder of this page has been intentionally left blank.]


                                       19
<PAGE>

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the day and year first written above.

                        DEBTOR:

                        SAVVIS COMMUNICATIONS CORPORATION,
                        a Delaware corporation

                        By:    /s/ David J. Frear
                               -------------------------------------------------
                        Name:  David J. Frear

                        Title: Executive Vice President, Chief Financial Officer

                        SECURED PARTY:
                        -------------

                        NORTEL NETWORKS INC.,
                        as Administrative Agent

                        By:    /s/ Mitchell L. Stone
                               -------------------------------------------------
                        Name:  Mitchell L. Stone
                        Title: Director, Customer Finance


                                       20
<PAGE>

STATE OF Virginia
         --------
                                  ss.
COUNTY OF Fairfax
          -------

         This instrument was acknowledged  before me this 14th day of September,
2000, by David J. Frear, the Executive Vice President,  Chief Financial  Officer
of SAVVIS COMMUNICATIONS  CORPORATION, a Delaware corporation, on behalf of such
corporation.

         [SEAL]                   /s/ Inga C. Tracy
                                  -----------------
                                  Notary Public in and for the State of Virginia
                                  Print Name: Inga C. Tracy

My commission expires: 30 April 2004
                      --------------


STATE OF Texas   ss.
         -----
                                  ss.
COUNTY OF Dallas ss.
          ------


         This instrument was acknowledged  before me this 13th day of September,
2000, by Mitchell L. Stone,  the Director,  Customer  Finance of NORTEL NETWORKS
INC., a Delaware corporation, on behalf of such corporation.

         [SEAL]                   /s/ Diana L. Irish
                                  ------------------
                                  Notary Public in and for the State of Texas
                                  Print Name: Diana L. Irish

My commission expires: 7/05/02
                      --------

<PAGE>

                                   SCHEDULE 1

                              TRADE AND OTHER NAMES

         Savvis Holdings Corporation
         Savvis Acquisition Corp.


<PAGE>

                                   SCHEDULE 2

                                 PLEDGED SHARES

<TABLE>
<CAPTION>
========================= ========================= ================= =================== ==========================

                                                                                                Percentage of
                                                                       Number of Shares     Outstanding Shares or
        Class of                                                         or Interests             Interests
     Capital Stock           Certificate No(s).        Par Value

========================= ========================= ================= =================== ==========================
<S>                                  <C>                 <C>              <C>                       <C>
         Common                     R41                  $.001            1,606,682                 100%

------------------------- ------------------------- ----------------- ------------------- --------------------------



========================= ========================= ================= =================== ==========================
</TABLE>

<PAGE>


                                    EXHIBIT A
                                    ---------

                                FORM OF AMENDMENT


<PAGE>

                          AMENDMENT TO PLEDGE AGREEMENT
                          -----------------------------

         This Amendment, dated _______________,  _____, is delivered pursuant to
Section 4.6(b) of the Pledge Agreement referred to below. The undersigned hereby
agrees that this  Amendment  may be attached to that certain  Pledge  Agreement,
dated as of September 5, 2000 (the "Pledge Agreement"),  between the undersigned
and Nortel Networks Inc., as Secured Party, and that the Capital Stock listed on
Schedule 1 annexed hereto shall be and become part of the Collateral referred to
in the  Pledge  Agreement  and  shall  secure  payment  and  performance  of all
Obligations as provided in the Pledge Agreement.

         Capitalized  terms used  herein but not defined  herein  shall have the
meanings therefor provided in the Pledge Agreement.

                                              SAVVIS COMMUNICATIONS CORPORATION,
                                              a Delaware corporation

                                              By: ______________________________
                                              Name: ____________________________
                                              Title: ___________________________

<PAGE>

                                   Schedule 1

                                       to

                          Amendment to Pledge Agreement
                          -----------------------------

<TABLE>
<CAPTION>
========================= ========================= ================= =================== ==========================

                                                                                                Percentage of

                                                                       Number of Shares     Outstanding Shares or
        Class of                                                         or Interests             Interests
     Capital Stock           Certificate No(s).        Par Value

========================= ========================= ================= =================== ==========================
------------------------- ------------------------- ----------------- ------------------- --------------------------
<S>                       <C>                       <C>               <C>                 <C>


------------------------- ------------------------- ----------------- ------------------- --------------------------
------------------------- ------------------------- ----------------- ------------------- --------------------------


------------------------- ------------------------- ----------------- ------------------- --------------------------
------------------------- ------------------------- ----------------- ------------------- --------------------------

------------------------- ------------------------- ----------------- ------------------- --------------------------
------------------------- ------------------------- ----------------- ------------------- --------------------------

------------------------- ------------------------- ----------------- ------------------- --------------------------
------------------------- ------------------------- ----------------- ------------------- --------------------------


========================= ========================= ================= =================== ==========================
</TABLE>
</TEXT>
</DOCUMENT>
