ORIUS CORP
ORIUS - A#4 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>g72875ex10-3.txt
<DESCRIPTION>ORIUS - A#4 TO CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.3

                               FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


      THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Agreement"), dated as of November 20, 2001, is by and among NATG HOLDINGS, LLC,
a Delaware limited liability company ("NATG" or the "Borrower"), ORIUS CORP., a
Florida corporation ("Holdings"), the financial institutions party to the Credit
Agreement (as defined below), in their capacities as lenders (collectively, the
"Lenders," and each individually, a "Lender"), and Bankers Trust Company, as
administrative agent (the "Agent") for the Lenders.

                              W I T N E S S E T H :

      WHEREAS, the Borrower, Holdings, the Lenders and the Agent are parties to
that certain Amended and Restated Credit Agreement dated as of July 5, 2000 (as
heretofore and hereafter amended, restated, supplemented or otherwise modified
and in effect from time to time, the "Credit Agreement"), pursuant to which the
Lenders have provided to the Borrower credit facilities and other financial
accommodations;

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, and other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:

      1.    Defined Terms. Terms capitalized herein and not otherwise defined
herein are used with the meanings ascribed to such terms in the Credit
Agreement.

      2.    Amendments to Credit Agreement. The Credit Agreement is, as of the
Effective Date (as defined below), hereby amended as follows:

            (a)   Section 1.1 of the Credit Agreement is amended by inserting
the following new definitions in the appropriate alphabetical order:

            "Borrower Request" shall have the meaning provided in the Equity
      Call Agreement.

            "Capital Infusion" shall have the meaning provided in the Equity
      Call Agreement.

            "Capital Infusion Availability Ratio" means, on any date of
      determination, the ratio of (i) the aggregate amount of the proposed
      Capital Infusion to be requested on such date to (ii) the Maximum Infusion
      Balance on such date prior to giving effect to such Capital Infusion.

            "Equity Call Notice" shall have the meaning provided in the Equity
      Call Agreement.
<PAGE>
            "Equity Investors" shall have the meaning provided in the Equity
      Call Agreement.

            "Fourth Amendment" means that certain Fourth Amendment to Amended
      and Restated Credit Agreement dated as of November 20, 2001 by and among
      Borrower, Holdings, Agent and the Lenders.

            "Fourth Amendment Effective Date" means the "Effective Date" as
      defined in the Fourth Amendment.

            "Maximum Infusion Amount" shall have the meaning provided in the
      Equity Call Agreement.

            "Maximum Infusion Balance" shall have the meaning provided in the
      Equity Call Agreement.

            "Revolving Loan Availability Ratio" means, on any date of
      determination, the ratio of (i) the aggregate principal amount of the
      proposed Loan or the Stated Amount of the proposed Letter of Credit to be
      requested on such date to (ii) the Total Available Revolving Commitment
      prior to giving effect to such Loan or Letter of Credit.

            "Trigger Date" means the earliest to occur of (i) the date on which
      any Unmatured Event of Default or Event of Default occurs after the Fourth
      Amendment Effective Date, (ii) the date on which the Total Available
      Revolving Commitment (after giving effect to any Loans or Letters of
      Credit requested to be made or issued on such date) is less than
      $19,000,000 and (iii) the date on which any Working Capital Loan made on
      or after the Fourth Amendment Effective Date (excluding any such Working
      Capital Loan that is made if, immediately after giving effect to the
      funding thereof, the Total Available Revolving Commitment is equal to or
      greater than $22,000,000) has remained outstanding in whole or in part for
      fifteen (15) Business Days.

            "Trigger Event" shall have the meaning provided in the Equity Call
      Agreement.

            (b)   Section 2.1(c) of the Credit Agreement is amended by inserting
a new sentence at the conclusion thereof to read as follows:


      Notwithstanding anything to the contrary in the foregoing paragraph, Swing
      Line Lender shall not make, and Borrower shall not request, any Swing Line
      Loans on or after the Fourth Amendment Effective Date.

            (c)   Section 4.4 of the Credit Agreement is amended by inserting
new clauses (i) and (j) at the conclusion thereof to read as follows:


                                      -2-
<PAGE>
            (i)   Mandatory Prepayment Upon Trigger Event. Within twelve (12)
      Business Days following delivery to the Equity Investors of an Equity Call
      Notice pursuant to a Trigger Event resulting from clause (i) of the
      definition of Trigger Date in accordance with the Equity Call Agreement,
      an amount equal to 100% of the Capital Infusion requested in such Equity
      Call Notice shall be applied as a mandatory repayment of principal of
      Working Capital Loans (notwithstanding anything to the contrary regarding
      the application of such prepayment in Section 4.5(a)) and, within the
      Working Capital Loans, first to the payment of Base Rate Loans and second
      to the payment of Eurodollar Loans, in such order as Borrower shall
      request (and in the absence of such request, as Agent shall determine so
      as to minimize, if possible, any amounts due under Section 3.5).

            (j)   Mandatory Prepayment With Excess Available Cash. Borrower
      shall on each Monday (or the next succeeding Business Day if Monday is not
      a Business Day) (i) deliver a certificate of a Responsible Officer
      certifying as to the average daily aggregate amount of Cash and Cash
      Equivalents calculated for the prior week (using the aggregate amount of
      Cash and Cash Equivalents as of the end of each Business Day in the prior
      week) (such amount being referred to herein as the "Average Cash Amount")
      and (ii) make a mandatory repayment in an amount (if positive) equal to
      the Average Cash Amount minus $23,000,000, such repayment applied first as
      a mandatory repayment of principal of Working Capital Loans, second for
      cash collateralization of LC Obligations and third for deposit in the Cash
      Collateral Account (as defined in the Security Agreement) (notwithstanding
      anything to the contrary regarding the application of such prepayment in
      Section 4.5(a)) and, within the Working Capital Loans, first to the
      payment of Base Rate Loans and second to the payment of Eurodollar Loans,
      in such order as Borrower shall request (and in the absence of such
      request, as Agent shall determine so as to minimize, if possible, any
      amounts due under Section 3.5). Borrower, Agent and Lenders acknowledge
      and agree that the amount of Cash and Cash Equivalents shall exclude the
      Excess Income Tax Refund (as defined in Section 4(h) of the Fourth
      Amendment), to the extent included therein.

            (d)   Section 5.2 of the Credit Agreement is amended by inserting
new clauses (f), (g) and (h) immediately following clause (e) thereof to read as
follows:

            (f)   Equity Call. Prior to the making of each Loan and the issuance
      of each Letter of Credit on and after the Trigger Date and prior to the
      date that the Maximum Infusion Amount has been fully invested by the
      Equity Investors in accordance with the Equity Call Agreement, Agent shall
      have received a copy of an Equity Call Notice that has been delivered to
      the Equity Investors in accordance with clause (ii) of the first sentence
      appearing in Section 2 of the Equity Call Agreement, which Equity Call
      Notice shall constitute a Borrower Request for a Capital Infusion in an
      amount necessary for the Revolving Loan Availability Ratio and the Capital
      Infusion Availability Ratio to be equaled as nearly as possible (subject
      to rounding) with respect to such requested Loan or


                                      -3-
<PAGE>
      Letter of Credit; provided, however, that the Equity Call Notice required
      to be delivered with the first Loan or Letter of Credit requested to be
      made or issued on or after the Trigger Date will be required to provide
      for a Capital Infusion in an amount necessary for the Revolving Loan
      Availability Ratio and the Capital Infusion Availability Ratio to be
      equalized as nearly as possible (subject to rounding) with respect to such
      requested Loan or Letter of Credit treating all Loans and Letters of
      Credit made or issued on or after the Fourth Amendment Effective Date that
      remain outstanding on the Trigger Date as having been requested, and all
      fully invested Capital Infusions pursuant to clause (vi) of the first
      sentence appearing in Section 2 of the Equity Call Agreement as having
      been made, on such date rather than on dates actually requested or made
      for purposes of determining the Revolving Loan Availability Ratio and
      Capital Infusion Availability Ratio.

            (g)   Trigger Date Calculation. At any time prior to the making of
      each Loan and the issuance of each Letter of Credit before the Trigger
      Date, Agent shall have received a certificate executed by a Responsible
      Officer of the Borrower setting forth the date of funding and amount of
      each Working Capital Loan made on or after the Fourth Amendment Effective
      Date and the date and amount of each repayment thereof, and any other
      calculations or information necessary to establish to the reasonable
      satisfaction of Agent that the Trigger Date has not occurred.

            (h)   Maximum Available Cash. Prior to the making of each Loan and
      the issuance of each Letter of Credit, Agent shall have received a
      certificate executed by a Responsible Officer of Borrower (i) setting
      forth the date of funding or issuance, (ii) certifying as to the aggregate
      amount of Cash and Cash Equivalents of Holdings and its Subsidiaries on
      the date of such funding or issuance after giving effect to such funding
      or issuance and after giving effect to any Capital Infusion required to be
      requested due to such funding, if any, (such amount calculated in
      accordance with this clause (ii) being referred to herein as "Available
      Cash") and (iii) certifying that Available Cash as of the date of funding
      or issuance is not greater than $15,000,000; provided, that,
      notwithstanding the foregoing, with respect to a request for the issuance
      of a Letter of Credit, Available Cash may exceed $15,000,000 if,
      contemporaneously with the request for issuance or the issuance of such
      Letter of Credit, Borrower repays Working Capital Loans and/or reduces the
      aggregate Stated Amount of the then outstanding Letters of Credit in an
      amount equal to the Stated Amount of such Letter of Credit (it being
      understood that the notice and minimum amount/increment requirements of
      Section 4.3(a) shall not apply to such prepayment).

            (e)   Section 5.2 of the Credit Agreement is further amended by
deleting the last sentence appearing in such Section in its entirety and
substituting the following therefor:

            The acceptance of the benefits of each such Credit Event by Borrower
      shall be deemed to constitute a representation and warranty by them to the
      effect


                                      -4-
<PAGE>
      of paragraphs (a), (b), (c), (d), (f), (g) and (h) of this Section 5.2
      (except that no opinion need be expressed as to the Agent's or Required
      Lenders' satisfaction with any documents, instrument or other matter).

            (f)   Section 6.5(b) of the Credit Agreement is amended by deleting
the phrase "On and as of the Restatement Date, after" appearing in the first
line thereof and substituting "After" therefor.

            (g)   Section 6.11(c) of the Credit Agreement is amended by deleting
the phrase "on the Restatement Date" in the second sentence thereof and
inserting in lieu thereof the phrase "on the Fourth Amendment Effective Date".

            (h)   Section 6.14 of the Credit Agreement is amended by deleting
the phrase "As of the Restatement Date" in the second and third sentence thereof
and inserting in lieu thereof the phrase "As of the Fourth Amendment Effective
Date".

            (i)   Section 6.15(b) of the Credit Agreement is amended by deleting
the phrase "as of the Restatement Date" in the first sentence thereof and
inserting in lieu thereof the phrase "as of the Fourth Amendment Effective
Date".

            (j)   Article VI of the Credit Agreement is further amended by
inserting a new Section 6.25 at the conclusion thereof to read as follows:

            Section 6.25 Bonding Agreements. As of November 15, 2001, Schedule
      6.25 hereto sets forth all outstanding bonding arrangements to which any
      Credit Party is party and includes a description of each bond issued for
      the benefit of any Credit Party, the amount and term of such bond and the
      project to which such bond relates.

            (k)   Article VII of the Credit Agreement is amended by inserting
new Sections 7.19 and 7.20 at the conclusion thereof to read as follows:

            Section 7.19 Trigger Event Equity Call Notice. On any Trigger Date
      pursuant to clause (i) or (iii) of the definition thereof, Borrower shall
      deliver an Equity Call Notice to the Equity Investors in accordance with
      Section 2 of the Equity Call Agreement.

            Section 7.20 Financial Advisor; Budget and Projections. As soon as
      possible and in any event no later than December 20, 2001, Borrower shall
      (i) retain a financial advisor to assist Holdings and its Subsidiaries in
      formulating a financial restructuring plan for Holdings and its
      Subsidiaries and (ii) deliver to Agent and Lenders an annual budget and
      projections for the 2002 fiscal year meeting the requirements set forth in
      Section 7.1(e) and also including a plan for restructuring the debt and
      equity of Holdings and its Subsidiaries.

            (l)   Article VIII of the Credit Agreement is amended by inserting
new Sections 8.19 and 8.20 at the conclusion thereof to read as follows:


                                      -5-
<PAGE>
            Section 8.19 Deposit Accounts. Holdings will not, and will not
      permit any other Credit Party to, open or establish any Deposit Account
      (as defined in the Uniform Commercial Code as in effect from time to time
      in the State of New York) after the Fourth Amendment Effective Date unless
      it shall have given to Agent prior written notice of its intention to do
      so, accompanied with an updated Schedule I to the Fourth Amendment which
      reflects all such Deposit Accounts of the Credit Parties at such time
      (including any such new Deposit Accounts).

            Section 8.20 Working Capital and Capital Expenditure Practices.
      Holdings will not, and will not permit any of its Subsidiaries to, (i) in
      any material respect manage its working capital, (ii) prepay any accounts
      payable or other liabilities (other than the Obligations) which
      individually or in the aggregate would be material or (iii) prepay or
      accelerate any Capital Expenditures which individually or in the aggregate
      would be material, in each case other than in the ordinary course of
      business consistent with past practices.

            (m)   Section 10.1(a) of the Credit Agreement is amended by deleting
such Section in its entirety and substituting the following therefor:

            (a)   Failure to Make Payments When Due. Borrower (i) shall default
      in the payment of principal on any of the Loans or any reimbursement
      obligation with respect to any Letter of Credit (it being understood and
      agreed that the failure to make a mandatory prepayment pursuant to Section
      4.4(i) in an amount equal to 100% of the Capital Infusion requested
      pursuant to an Equity Call Notice due to a Trigger Event within twelve
      (12) Business Days following delivery to the Equity Investors of such
      Equity Call Notice, regardless of whether Holdings or Borrower actually
      receive such Capital Infusion, as a result of a default in the payment by
      any Equity Investors under the Equity Call Agreement or otherwise, shall
      constitute a default in the payment of principal on the Loans as specified
      in this Section 10.1(a)(i)); or (ii) shall default in the payment of
      interest on any of the Loans or default in the payment of any fee or any
      other amount owing hereunder or under any other Loan Document when due and
      such default in payment shall continue for three (3) Business Days; or

            (n)   Section 10.1(c) of the Credit Agreement is amended by deleting
such Section in its entirety and substituting the following therefor:

            (c)   Covenants. Holdings or Borrower shall (i) default in the
      performance or observance of any term, covenant, condition or agreement on
      its part to be performed or observed under Section 7.19, Article VIII or
      Article IX hereof, (ii) default in the performance or observance of any
      term, covenant, condition or agreement on its part to be performed or
      observed under Sections 7.3, 7.6, 7.8, 7.9, 7.10, 7.12 or 7.17 and such
      default shall remain unremedied for a period of five (5) Business Days or
      (iii) default in the due performance or observance by it of any other
      term, covenant or agreement contained in this Agreement and such default
      shall continue unremedied for a period of thirty (30) days after written
      notice to Borrower by Agent or any Lender; or


                                      -6-
<PAGE>
            (o)   Section 12.4(a) of the Credit Agreement is amended by
inserting the following sentence immediately after the first sentence thereof
and immediately prior to the current second sentence thereof:

            Borrower also agrees to pay promptly upon request by Agent all costs
      and expenses of Agent and Lenders in connection with the retention by
      Agent and Lenders of a financial advisor to assist Agent and Lenders with
      their analysis of the financial restructuring of Holdings and its
      Subsidiaries, including without limitation, the fees and out-of-pocket
      expenses of such financial advisor.

            (p)   The Credit Agreement is amended by amending and restating
Schedules 6.11(c), 6.14 and 6.15 to read as set forth on Schedules 6.11(c), 6.14
and 6.15 attached hereto.

            (q)   The Credit Agreement is further amended by inserting a new
Schedule 6.25 to read as set forth on Schedule 6.25 attached hereto.

      3.    Temporary Waiver. From and after the Effective Date to but excluding
January 15, 2002 (such period the "Waiver Period"), the Agent and the Lenders
hereby (i) waive compliance with Sections 9.2, 9.3 and 9.4 of the Credit
Agreement for the Test Periods ending September 30, 2001 and December 31, 2001
and (ii) waive any Event of Default or Unmatured Event of Default resulting from
any breach of the representation and warranty set forth in the last sentence of
Section 6.5(a) of the Credit Agreement based upon the financial statements of
Holdings delivered to the Lenders prior to the Effective Date for the months of
July, August and September 2001, the projections delivered to the Agent on
September 21, 2001 and other written information delivered to the Agent and
distributed by the Agent to the Lenders prior to the Effective Date, and agree
not to assert a failure to satisfy the condition precedent set forth in Section
5.2(d) of the Credit Agreement in connection with any Credit Event after the
date of this Agreement based on such financial statements, projections and
written information identified or described above. Notwithstanding anything
herein to the contrary, Holdings and Borrower expressly acknowledge and agree
that the Agent and the Lenders may exercise any and all rights and remedies
under the Credit Agreement and the other Loan Documents and under applicable law
at any time on or after the earlier to occur of (i) the occurrence of any
Unmatured Event of Default or Event of Default (except as expressly waived above
in this Section 3 during the Waiver Period) after the Effective Date and (ii)
January 15, 2001.

      4.    Representations and Warranties. In order to induce the Agent and the
Lenders to enter into this Agreement, each of the Borrower and Holdings hereby
represents and warrants to the Agent and the Lenders, in each case after giving
effect to this Agreement, as follows:

            (a)   Each of the Borrower and Holdings has the right, power and
capacity and has been duly authorized and empowered by all requisite corporate
or limited liability company and shareholder or member action to enter into,
execute, deliver and perform this Agreement and all agreements, documents and
instruments executed and delivered pursuant to this Agreement.

            (b)   This Agreement constitutes each of the Borrower's and
Holdings' legal, valid and binding obligation, enforceable against it, except as
enforcement thereof may be


                                      -7-
<PAGE>
subject to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and general
principles of equity (regardless of whether such enforcement is sought in a
proceeding in equity or at law or otherwise).

            (c)   The representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects at and as of the Effective Date as though made on and as of the
Effective Date (except to the extent specifically made with regard to a
particular date, in which case such representation and warranty is true and
correct in all material respects as of such earlier date).

            (d)   Each of the Borrower's and Holdings' execution, delivery and
performance of this Agreement do not and will not violate its Articles or
Certificate of Incorporation, By-laws or other Organizational Documents, any
law, rule, regulation, order, writ, judgment, decree or award applicable to it
or any contractual provision to which it is a party or to which it or any of its
property is subject.

            (e)   No authorization or approval or other action by, and no notice
to or filing or registration with, any governmental authority or regulatory body
(other than those which have been obtained and are in force and effect) is
required in connection with the execution, delivery and performance by the
Borrower, Holdings or any other Credit Party of this Agreement and all
agreements, documents and instruments executed and delivered pursuant to this
Agreement.

            (f)   No Event of Default or Unmatured Event of Default exists under
the Credit Agreement.

            (g)   Schedule I attached hereto contains a true and complete list
of all Deposit Accounts (as defined in the Uniform Commercial Code as in effect
from time to time in the State of New York) maintained by any Credit Party as of
the date of this Agreement, which Schedule shall list for each account the
account party, the account number, the financial institution and the address and
contact party for such financial institution.

            (h)   The amount of the tax refund previously received by Borrower
from the IRS includes an excess refund in the amount of $4,150,099.85 (the
"Excess Income Tax Refund") which Borrower has undertaken to repay to the IRS.

      5.    Conditions to Effectiveness of Amendment. This Agreement shall
become effective as of September 29, 2001 (the "Effective Date") upon
satisfaction of the following conditions precedent:

            (a)   Execution and Delivery of Amendment. The Borrower, Holdings,
the Agent and the Required Lenders shall have executed and delivered this
Agreement.

            (b)   Execution and Delivery of Loan Documents. The Agent shall have
received each of the following documents, all of which shall be satisfactory in
form and substance to the Agent and its counsel:

            (1)   revised Schedules 6.11(c), 6.14, 6.15 and 6.25 to the Credit
Agreement;


                                      -8-
<PAGE>
            (2)   an Amended and Restated Security Agreement in the form of
Exhibit A attached hereto, duly executed and delivered by each Credit Party;

            (3)   a Perfection Certificate in the form of Exhibit B attached
hereto, duly executed and delivered by each Credit Party;

            (4)   a signed opinion of Kirkland & Ellis, counsel for the Credit
Parties, as to such matters in connection with this Amendment and the other Loan
Documents executed and delivered pursuant to this Amendment as the Agent or its
counsel may reasonably request;

            (5)   a certificate of an officer of Holdings and the Borrower in
the form of Exhibit C attached hereto;

            (6)   a Reaffirmation of Guaranty in the form of Exhibit D attached
hereto, duly executed and delivered by Holdings and the Subsidiary Guarantors;

            (7)   a First Amendment to Equity Call Agreement in the form of
Exhibit E attached hereto, duly executed and delivered by Holdings, Borrower,
the Equity Investors and the Agent;

            (8)   the financial statements referenced in Section 7.1(a) of the
Credit Agreement for the Fiscal Quarter ended September 30, 2001; and

            (9)   a certificate of the chief financial officer of Holdings
substantially in the form of Exhibit 7.2(b) to the Credit Agreement (without
giving effect to this Agreement) stating that, to the best of such officer's
knowledge, (i) the financial statements referenced in clause (8) above present
fairly in all material respects, in accordance with GAAP, the financial
condition and results of operations of Holdings and its Subsidiaries for the
period referred to therein (subject, in the case of interim statements, to
normal year-end audit adjustments and the absence of footnote disclosure) and
(ii) after giving effect to this Agreement, no Event of Default or Unmatured
Event of Default has occurred, except as specified in such certificate and, if
so specified, the action which Borrower propose to take with respect thereto,
which certificate shall set forth detailed computations to the extent necessary
to establish Borrower's compliance or non-compliance with the covenants set
forth in Article IX of the Credit Agreement.

            (c)   No Defaults. After giving effect to this Agreement, no Event
of Default or Unmatured Event of Default under the Credit Agreement shall have
occurred and be continuing.

            (d)   Representations and Warranties. After giving effect to this
Agreement, the representations and warranties of the Borrower, Holdings and the
other Credit Parties contained in this Agreement, the Credit Agreement and the
other Loan Documents shall be true and correct in all material respects as of
the Effective Date, with the same effect as though made on such date, except to
the extent that any such representation or warranty relates to an earlier date,
in which case such representation or warranty shall be true and correct in all
material respects as of such earlier date.

            (e)   Fees. Borrower shall have paid all reasonable costs, fees and
expenses (including, without limitation, reasonable legal fees and expenses of
Winston & Strawn and the


                                      -9-
<PAGE>
costs, fees and expenses referred to in Section 7(a) hereof and Section 12.4 of
the Agreement) of the Agent.

            (f)   Other Matters. Agent shall have received such other
instruments and documents as Agent or the Required Lenders may reasonably
request in connection with the execution of this Agreement, and all such
instruments and documents shall be reasonably satisfactory in form and substance
to Agent.

      6.    Consent of Required Lenders. The Required Lenders hereby consent to
the terms of the First Amendment to Equity Call Agreement in the form attached
hereto as Exhibit E.

      7.    Miscellaneous. The parties hereto hereby further agree as follows:

            (a)   Costs, Expenses and Taxes. The Borrower hereby agrees to pay
all reasonable fees, costs and expenses of the Agent incurred in connection with
the negotiation, preparation and execution of this Agreement and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and expenses of Winston & Strawn, counsel to the Agent.

            (b)   Counterparts. This Agreement may be executed in one or more
counterparts, each of which, when executed and delivered, shall be deemed to be
an original and all of which counterparts, taken together, shall constitute but
one and the same document with the same force and effect as if the signatures of
all of the parties were on a single counterpart, and it shall not be necessary
in making proof of this Agreement to produce more than one (1) such counterpart.

            (c)   Headings. Headings used in this Agreement are for convenience
of reference only and shall not affect the construction of this Agreement.

            (d)   Integration. This Agreement, the other agreements and
documents executed and delivered pursuant to this Agreement and the Credit
Agreement constitute the entire agreement among the parties hereto with respect
to the subject matter hereof.

            (e)   Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF SAID STATE, INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING
ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

            (f)   Binding Effect. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the Borrower, Holdings, the Agent and
the Lenders and their respective successors and assigns. Except as expressly set
forth to the contrary herein, this Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the Borrower, Holdings,
the Agent and the Lenders and their respective successors and permitted assigns.


                                      -10-
<PAGE>
            (g)   Amendment; Waiver. The parties hereto agree and acknowledge
that nothing contained in this Agreement in any manner or respect limits or
terminates any of the provisions of the Credit Agreement or any of the other
Loan Documents other than as expressly set forth herein and further agree and
acknowledge that the Credit Agreement (as amended hereby) and each of the other
Loan Documents remain and continue in full force and effect and are hereby
ratified and confirmed. Except to the extent expressly set forth herein, the
execution, delivery and effectiveness of this Agreement shall not operate as an
amendment of any rights, power or remedy of the Lenders or the Agent under the
Credit Agreement or any other Loan Document, nor constitute an amendment of any
provision of the Credit Agreement or any other Loan Document. No delay on the
part of any Lender or the Agent in exercising any of their respective rights,
remedies, powers and privileges under the Credit Agreement or any of the Loan
Documents or partial or single exercise thereof, shall constitute an amendment
thereof. On and after the Effective Date each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof," "herein" or words of like import,
and each reference to the Credit Agreement in the Loan Documents and all other
documents delivered in connection with the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended hereby. The Borrower and Holdings
acknowledge and agree that this Agreement constitutes a "Loan Document" for
purposes of the Credit Agreement, including, without limitation, Section 10.1 of
the Credit Agreement. None of the terms and conditions of this Agreement may be
changed, waived, modified or varied in any manner, whatsoever, except in
accordance with Section 12.1 of the Credit Agreement.

            (h)   True-Up. If at the time of any Event of Default pursuant to
Section 10.1(e) or (f) of the Credit Agreement, the sum of (i) the aggregate
principal amount then outstanding of Revolving Loans plus (ii) the LC
Obligations at such time plus (iii) the aggregate principal amount of Swing Line
Loans then outstanding is less than the sum of such amounts as of the Fourth
Amendment Effective Date as a result of mandatory repayments made pursuant to
Section 4.4(j), the Revolving Lenders shall purchase for cash (according to each
Revolving Lender's Revolver Pro Rata Share) Term Loans on a pro rata basis from
the Term Lenders in the amount of such difference.

      8.    Acknowledgement and Release. Each of the Borrower and Holdings
hereby acknowledges and agrees that all Notices of Borrowing submitted by or on
behalf of the Borrower during the period commencing on September 11, 2001 and
ending on the date of this Agreement have been withdrawn by the Borrower and
Holdings and are of no force and effect, regardless of any action or inaction
taken with respect thereto by the Borrower or any Affiliate of the Borrower, the
Agent or any Lender. Each of the Borrower and Holdings hereby knowingly and
voluntarily releases and forever discharges the Agent and the Lenders and all
present and former directors, officers, agents, representatives, employees,
successors and assigns of the Agent and each Lender and their direct and
indirect owners (collectively, the "Released Parties") from any and all claims,
controversies, actions, causes of action, cross-claims, counter-claims, demands,
debts, compensatory damages, liquidated damages, punitive or exemplary damages,
other damages, claims for costs and attorneys' fees, or liabilities of any
nature whatsoever in law and in equity, both past and present and whether known
or unknown, suspected, or claimed against any Released Party which Holdings or
any of its Affiliates or Subsidiaries may have, which arise out of or are
connected with any Notice of Borrowing submitted by or on behalf of


                                      -11-
<PAGE>
the Borrower at any time during the period commencing on September 11, 2001 and
ending on the date of this Agreement.

                            [signature pages follow]




                                      -12-
<PAGE>
      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 written above.


                                ORIUS CORP.


                                By:    /s/    Ronald L. Blake
                                   ---------------------------------------------
                                Name:         Ronald L. Blake
                                Title: Chairman of the Board, Chief Executive
                                       Officer and President

                                NATG HOLDINGS, LLC


                                By:    /s/    Ronald L. Blake
                                   ---------------------------------------------
                                Name:         Ronald L. Blake
                                Title:        Vice President



                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                BANKERS TRUST COMPANY,
                                individually and as Agent


                                By:    /s/    Robert Telesca
                                   ---------------------------------------------
                                Name:         Robert Telesca
                                Title:        Vice President



                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                BANK OF AMERICA, N.A.


                                By:
                                       ------------------------------------
                                Name:
                                       ------------------------------------
                                Title:
                                       ------------------------------------



                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                FIRST UNION NATIONAL BANK


                                By:    /s/    Douglas A. Nickel
                                   ---------------------------------------------
                                Name:         Douglas A. Nickel
                                Title:        Vice President



                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                NATIONAL CITY BANK, CLEVELAND


                                By:    /s/    John Platek
                                   ---------------------------------------------
                                Name:         John Platek
                                Title:        Assistant Vice President




                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                SUNTRUST BANK


                                By:
                                       ------------------------------------
                                Name:
                                       ------------------------------------
                                Title:
                                       ------------------------------------


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                UNION PLANTERS BANK NA


                                By:
                                       ------------------------------------
                                Name:
                                       ------------------------------------
                                Title:
                                       ------------------------------------


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                WACHOVIA BANK, N.A.


                                By:    /s/    Douglas A. Nickel
                                   ---------------------------------------------
                                Name:         Douglas A. Nickel
                                Title:        Vice President



                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                BNP PARIBAS


                                By:    /s/    Stephanie Rogers
                                   ---------------------------------------------
                                Name:         Stephanie Rogers
                                Title:        Vice President


                                By:    /s/    Shayn P. March
                                   ---------------------------------------------
                                Name:         Shayn P. March
                                Title:        Vice President



                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                        PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.

                             By:  CPF Asset Advisory, LLC, as Investment Manager

                        By:
                               ------------------------------------
                        Name:
                               ------------------------------------
                        Title:
                               ------------------------------------


                        By:
                               ------------------------------------
                        Name:
                               ------------------------------------
                        Title:
                               ------------------------------------


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                HELLER FINANCIAL, INC.


                                By:
                                   ----------------------------------------
                                Name:
                                       ------------------------------------
                                Title:
                                       ------------------------------------


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                VAN KAMPEN PRIME RATE INCOME TRUST


                                   By:  Van Kampen Investment Advisory Corp.


                                By:    /s/    Darvin D. Pierce
                                   ---------------------------------------------
                                Name:         Darvin D. Pierce
                                Title:        Executive Director



                                VAN KAMPEN SENIOR FLOATING  RATE FUND


                                   By:  Van Kampen Investment Advisory Corp.


                                By:    /s/    Darvin D. Pierce
                                   ---------------------------------------------
                                Name:         Darvin D. Pierce
                                Title:        Executive Director


                                VAN KAMPEN SENIOR INCOME TRUST


                                   By:  Van Kampen Investment Advisory Corp.


                                By:    /s/    Darvin D. Pierce
                                   ---------------------------------------------
                                Name:         Darvin D. Pierce
                                Title:        Executive Director


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                PPM SPYGLASS FUNDING TRUST

                                By:    /s/    Ann E. Morris
                                   ---------------------------------------------
                                Name:         Ann E. Morris
                                Title:        Authorized Agent



                                WINGED FOOT FUNDING TRUST


                                By:    /s/    Ann E. Morris
                                   ---------------------------------------------
                                Name:         Ann E. Morris
                                Title:        Authorized Agent


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                FREMONT INVESTMENT & LOAN


                                By:
                                       ------------------------------------
                                Name:
                                       ------------------------------------
                                Title:
                                       ------------------------------------


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                       LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND


                          By: Stein Roe & Farnham Incorporated, As Advisor

                       By:    /s/    James R. Fellows
                          ----------------------------------------
                       Name:         James R. Fellows
                       Title: Senior Vice President & Portfolio Manager

                       SRF TRADING, INC.


                       By:    /s/    Diana L. Mushill
                          ----------------------------------------
                       Name:         Diana L. Mushill
                       Title:        Assistant Vice President



                       STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY


                       By:    /s/    James R. Fellows
                          ----------------------------------------
                       Name:         James R. Fellows
                       Title:        Senior Vice President
                              Stein Roe & Farnham Incorporated, as
                              Advisor to the Stein Roe Floating Rate
                              Limited Liability Company

                       Stein Roe & Farnham Incorporated as Agent for
                       KEYPORT LIFE INSURANCE COMPANY


                       By:    /s/    James R. Fellows
                          ----------------------------------------
                       Name:         James R. Fellows
                       Title: Senior Vice President & Portfolio Manager


                       STEIN ROE & FARNHAM CLO I LTD.


                          By:  Stein Roe & Farnham Incorporated
                                  as  Portfolio Manager

                       By:    /s/    James R. Fellows
                          ----------------------------------------
                       Name:         James R. Fellows
                       Title: Senior Vice President & Portfolio Manager



                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                INDOSUEZ CAPITAL FUNDING IV, L.P.

                                     By:  Indosuez Capital as Portfolio Advisor


                                By:
                                       ------------------------------------
                                Name:
                                       ------------------------------------
                                Title:
                                       ------------------------------------


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                CARLYLE HIGH YIELD FUND, L.P.


                                By:    /s/    Linda M. Pace
                                   ---------------------------------------------
                                Name:         Linda M. Pace
                                Title:        Vice President


                                CARLYLE HIGH YIELD PARTNERS II, LTD.


                                By:    /s/    Linda M. Pace
                                   ---------------------------------------------
                                Name:         Linda M. Pace
                                Title:        Vice President


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                 MAPLEWOOD (CAYMAN) LIMITED

                      By: David L. Babson & Company Inc. under delegated
                          authority from Massachusetts Mutual Life Insurance
                          Company as Investment Manager

                 By:  /s/      John B. Wheeler
                    ------------------------------------------------------
                 Name:         John B. Wheeler
                 Title:        Managing Director


                 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

                      By: David L. Babson & Company Inc. as Investment Advisor

                 By:  /s/      John B. Wheeler
                    ------------------------------------------------------
                 Name:         John B. Wheeler
                 Title:        Managing Director


                 PERSEUS CDO, I LIMITED


                      By: Mass Mutual Life Insurance Co., as Portfolio Manager

                 By:    /s/    Steven J. Katz
                    ------------------------------------------------------
                 Name:         Steven J. Katz
                 Title:        Associate General Counsel


                 SAAR HOLDINGS CDO LIMITED


                      By: Mass Mutual Life Insurance Co., as Collateral Manager


                 By:    /s/    Steven J. Katz
                    ------------------------------------------------------
                 Name:         Steven J. Katz
                 Title:        Associate General Counsel


                 SIMSBURY CLO, LIMITED

                      By: David L. Babson & Company Inc. under delegated
                          authority from Massachusetts Mutual Life Insurance
                          Company as Investment Manager

                 By:  /s/      John B. Wheeler
                    ------------------------------------------------------
                 Name:         John B. Wheeler
                 Title:        Managing Director


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                 SUFFIELD CLO LTD



                      By:  D. L. Babson & Co., Inc., as Collateral Manager

                 By:  /s/      John B. Wheeler
                    ------------------------------------------------------
                 Name:         John B. Wheeler
                 Title:        Managing Director


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                PILGRIM CLO 1999-1 LTD
                       By:  Pilgrim Investments, Inc., as its investment manager


                By:
                       ------------------------------------
                Name:
                       ------------------------------------
                Title:
                       ------------------------------------


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                 AIMCO CDO SERIES 2000-A


                                By:    /s/    Robert B. Bodett
                                   ---------------------------------------------
                                Name:         Robert B. Bodett
                                Title:        Authorized Signatory


                                By:    /s/    Dorothy E. Even
                                   ---------------------------------------------
                                Name:         Dorothy E. Even
                                Title:        Authorized Signatory



                                ALLSTATE LIFE INSURANCE COMPANY


                                By:    /s/    Robert B. Bodett
                                   ---------------------------------------------
                                Name:         Robert B. Bodett
                                Title:        Authorized Signatory


                                By:    /s/    Dorothy E. Even
                                   ---------------------------------------------
                                Name:         Dorothy E. Even
                                Title:        Authorized Signatory


                            ORIUS FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>



                                        FIRST DOMINION FUNDING II


                                        By:    /s/    Andrew H. Marshak
                                           -------------------------------------
                                        Name:         Andrew H. Marshak
                                        Title:        Authorized Signatory



                                        FIRST DOMINION FUNDING III


                                        By:    /s/    Andrew H. Marshak
                                           -------------------------------------
                                        Name:         Andrew H. Marshak
                                        Title:        Authorized Signatory


                            ORIUS FOURTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                      KATONAH I, LTD.


                                      By:    /s/    Ralph Della Rocca
                                         -------------------------------------
                                      Name:         Ralph Della Rocca
                                      Title:        Authorized Officer
                                             Katonah Capital, L.L.C., as Manager



                                      KATONAH II, LTD.


                                      By:    /s/    Ralph Della Rocca
                                         -------------------------------------
                                      Name:         Ralph Della Rocca
                                      Title:        Authorized Officer
                                             Katonah Capital, L.L.C., as Manager


                            ORIUS FOURTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                        KZH CNC LLC


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



                                        KZH STERLING LLC


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                            ORIUS FOURTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                        MAGNETITE ASSET INVESTORS LLC


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                            ORIUS FOURTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                        GREAT POINT CLO 1999-1 LTD.,
                                        as Term Lender

                                         By: Sankaty Advisors, Inc.,
                                             as Collateral Manager


                                        By:    /s/    Diane J. Exter
                                           -------------------------------------
                                        Name:         Diane J. Exter
                                        Title:        Managing Director



                                        SANKATY HIGH YIELD PARTNERS II, L.P.


                                        By:    /s/    Diane J. Exter
                                           -------------------------------------
                                        Name:         Diane J. Exter
                                        Title:        Managing Director


                            ORIUS FOURTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                        GENERAL ELECTRIC CAPITAL CORPORATION


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                            ORIUS FOURTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                        LONGLANE MASTER TRUST IV


                                          By:  Fleet National Bank as Trust
                                               Administrator


                                        By:    /s/    Kevin Keane
                                           -------------------------------------
                                        Name:         Kevin Keane
                                        Title:        Managing Director


                            ORIUS FOURTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>
                                   SCHEDULE I

                                DEPOSIT ACCOUNTS


                              [Borrower to Provide]
<PAGE>
                                    EXHIBIT A

                 FORM OF AMENDED AND RESTATED SECURITY AGREEMENT
<PAGE>
                                    EXHIBIT B

                         FORM OF PERFECTION CERTIFICATE
<PAGE>
                                    EXHIBIT C

                             CERTIFICATE OF OFFICER

            I, the undersigned, Chief Executive Officer of NATG Holdings, LLC, a
Delaware limited liability company (the "Borrower"), and Orius Corp., a Florida
corporation ("Holdings"), in accordance with Section 5(a) of that certain Fourth
Amendment to Amended and Restated Credit Agreement dated as of November ___,
2001 (the "Agreement") among Holdings, the Borrower, Bankers Trust Company, as
Agent, and the financial institutions party to the Credit Agreement (as defined
in the Agreement), do hereby certify on behalf of the Borrower and Holdings and
not in my individual capacity, the following:

            1. The representations and warranties set forth in Section 4 of the
            Agreement are true and correct in all material respects as of the
            date hereof except to the extent such representations and warranties
            are expressly made as of a specified date in which event such
            representations and warranties were true and correct in all material
            respects as of such specified date;

            2. No Event of Default or Unmatured Event of Default has occurred
            and is continuing after giving effect to the Agreement; and

            3. The conditions of Section 5 of the Agreement have been fully
            satisfied.

            Unless otherwise defined herein, capitalized terms used herein shall
have the meanings set forth in the Agreement.

            IN WITNESS WHEREOF, the undersigned has duly executed and delivered
on behalf of the Borrower and Holdings this Certificate of Officer on this ____
day of November, 2001.


ORIUS CORP.                                       NATG HOLDINGS, LLC


By:     _____________________                     By:     _____________________

Name:   _____________________                     Name:   _____________________

Title:  _____________________                     Title:  _____________________
<PAGE>
                                    EXHIBIT D


                           REAFFIRMATION OF GUARANTEE

      Each of the undersigned acknowledges receipt of a copy of the Fourth
Amendment to Amended and Restated Credit Agreement (the "Agreement"; capitalized
terms used herein shall, unless otherwise defined herein, have the meanings
provided in the Agreement) dated as of November ___, 2001, by and among Orius
Corp., a Florida corporation, NATG Holdings, LLC, a Delaware limited liability
company, Bankers Trust Company, as administrative agent, and the financial
institutions party to the Credit Agreement (as defined in the Agreement) as
Lenders, consents to such Agreement and each of the transactions referenced in
the Agreement and hereby reaffirms its obligations under the Holdings Guaranty
or Subsidiary Guaranty, as applicable.

Dated as of November ___, 2001.


<TABLE>
<S>                                             <C>
ORIUS CORP.


By:
   ---------------------------------------
Name:
     -------------------------------------
Title:
      ------------------------------------


CATV SUBSCRIBER SERVICES, INC.                  CABLEMASTERS CORP.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


CHANNEL COMMUNICATIONS, INC.                    EXCEL CABLE CONSTRUCTION, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


DAS-CO OF IDAHO, INC.                           ORIUS INFORMATION TECHNOLOGIES, LLC


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                                             <C>
U.S. CABLE, INC.                                NETWORK CABLING SERVICES, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


COPENHAGEN UTILITIES & CONSTRUCTION, INC.       SCHATZ UNDERGROUND CABLE, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


TEXEL CORPORATION                               FENIX TELECOMMUNICATIONS SERVICES, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


FENIX TELECOM SERVICES LIMITED PARTNERSHIP      FENIX HOLDINGS, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


IRWIN TELECOM SERVICES, L.P.                    IRWIN TELECOM HOLDINGS, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


IRWIN TELECOM SERVICES, INC.                    MIDWEST SPLICING & ACTIVATION, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                                             <C>
HATTECH, INC.                                   ORIUS CAPITAL CORP.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


LISN COMPANY                                    LISN, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


ARION SUB, INC.                                 NETWORK CABLING HOLDINGS, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


NETWORK COMPREHENSIVE TELECOM, L.P.             QMW COMMUNICATIONS, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


ORIUS TELECOM SERVICES, INC.                    ORIUS HOLDINGS, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


ORIUS BROADBAND SERVICES, INC.                  ORIUS TELECOMMUNICATION SERVICES, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


ORIUS CENTRAL OFFICE SERVICES, INC.             ORIUS TELECOM PRODUCTS, INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                                             <C>
ORIUS INTEGRATED PREMISE SERVICES, INC.         ORIUS TELECOMMUNICATION HOLDINGS (WI), INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------


ORIUS TELECOMMUNICATION SERVICES (WI), LP       ORIUS TELECOMMUNICATION SERVICES (WI), INC.


By:                                             By:
   ---------------------------------------         ---------------------------------------
Name:                                           Name:
     -------------------------------------           -------------------------------------
Title:                                          Title:
      ------------------------------------            ------------------------------------
</TABLE>
<PAGE>
                                    EXHIBIT E


                    FIRST AMENDMENT TO EQUITY CALL AGREEMENT
<PAGE>
                                SCHEDULE 6.11(c)


                                 REAL PROPERTY



                              [Borrower to Provide]
<PAGE>
                                  SCHEDULE 6.14


                                 CAPITALIZATION



                              [Borrower to Provide]
<PAGE>
                                  SCHEDULE 6.15


                         CAPITALIZATION OF SUBSIDIARIES



                              [Borrower to Provide]







</TEXT>
</DOCUMENT>
