FAIRPOINT COMMUNICATIONS INC
EXHIBIT 10.11
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>7
<FILENAME>a2030122zex-10_11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>

<PAGE>

                                                         [CONFORMED AS EXECUTED]

Exhibit 10.11

                      AMENDED AND RESTATED PLEDGE AGREEMENT

            AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of October 20, 1999,
as amended and restated as of March 27, 2000, and as further amended and
restated as of November 9, 2000 (as same may be further amended, amended and
restated, modified or supplemented from time to time, this "Agreement"), made by
FairPoint Communications Solutions Corp., a Delaware corporation (the
"Borrower"), the Subsidiary Guarantors (as defined in the Credit Agreement
referred to below) and each other Subsidiary of the Borrower that is required to
execute a counterpart hereof pursuant to Section 25 of this Agreement (the
"Pledgors", and each, a "Pledgor"), and First Union National Bank, not in its
individual capacity but solely as Collateral Agent (including any successor
collateral agent, the "Pledgee") for the benefit of (x) the Lenders, the
Co-Arrangers, the Syndication Agent, the Documentation Agent, the Issuing
Lender, the Collateral Agent and the Administrative Agent under, and any other
lenders from time to time party to, the Credit Agreement hereinafter referred to
(such Lenders, Co-Arrangers, the Syndication Agent, the Documentation Agent, the
Issuing Lender, the Administrative Agent and other lenders, if any, are
hereinafter called the "Lender Creditors") and (y) if First Union National Bank,
in its individual capacity ("First Union"), any Lender or any Affiliate of a
Lender enters into one or more Interest Rate Agreements relating to the Loans
with, or guaranteed by, any of the Pledgors, First Union, any such Lender or
Lenders or a syndicate of financial institutions organized by First Union or an
affiliate of First Union (even if First Union or the respective Lender
subsequently ceases to be a Lender under the Credit Agreement for any reason) so
long as any such Lender or Affiliate participates in the extension of such
Interest Rate Agreements and their subsequent assigns, if any (collectively, the
"Interest Rate Creditors", and the Interest Rate Creditors together with the
Lender Creditors are hereinafter called the "Secured Creditors"). Except as
otherwise defined herein, terms used herein and defined in the Credit Agreement
shall be used herein as so defined.

                              W I T N E S S E T H:

            WHEREAS, the Borrower, the financial institutions from time to time
party thereto (the "Lenders"), First Union Securities, Inc. and Banc of America
LLC, as Co-Arrangers and Co-Book Managers (each, a "Co-Arranger" and together,
the "Co-Arrangers"), Bank of America, N.A., as Syndication Agent (the
"Syndication Agent"), Bankers Trust Company, as Documentation Agent (the
"Documentation Agent"), and First Union, as Issuing Lender and Administrative
Agent, have entered into an Amended and Restated Credit Agreement, dated as of
October 20, 1999, as amended and restated as of March 27, 2000, and as further
amended and restated as of November 9, 2000, providing for the making of Loans
to the Borrower and the issuance of, and participation in, Letters of Credit for
the account of the Borrower as contemplated therein (as used herein, the term
"Credit Agreement" means the Credit Agreement described above in this paragraph,
as the same may be amended, amended and restated, modified or supplemented from
time to time, and including any successor agreement extending the maturity of,
or restructuring (including, but not limited to, the inclusion of additional
borrowers thereunder that are Subsidiaries of the Borrower and whose obligations
are guaranteed by the

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Borrower and/or the Subsidiary Guarantors thereunder or any increase in the
amount borrowed) of all or any portion of the Indebtedness under such agreement
or any successor agreements);

            WHEREAS, the Borrower may from time to time be party to one or more
Interest Rate Agreements with the Interest Rate Creditors;

            WHEREAS, pursuant to an Amended and Restated Subsidiary Guaranty,
dated as of October 20, 1999, as amended and restated as of March 27, 2000, and
as further amended and restated as of November 9, 2000 (as amended, modified or
supplemented from time to time, the "Subsidiary Guaranty"), each Pledgor (other
than the Borrower) has jointly and severally guaranteed to the Secured Creditors
the payment when due of all obligations and liabilities of the Borrower under or
with respect to the Credit Documents and the Interest Rate Agreements;

            WHEREAS, it is a condition precedent to the making of Loans to the
Borrower and the issuance of, and participation in, Letters of Credit for the
account of the Borrower under the Credit Agreement that each Pledgor shall have
executed and delivered to the Pledgee this Agreement; and

            WHEREAS, each Pledgor will obtain benefits from the incurrence of
Loans by the Borrower and the issuance of Letters of Credit for the account of
the Borrower under the Credit Agreement and the Borrower's entering into
Interest Rate Agreements and, accordingly, desires to execute this Agreement in
order to satisfy the conditions precedent described in the preceding paragraph
and to induce the Lenders to make Loans to the Borrower and participate in
Letters of Credit, to induce the Issuing Lender to issue Letters of Credit for
the account of the Borrower, and to induce the Interest Rate Creditors to enter
into Interest Rate Agreements with the Borrower;

            NOW, THEREFORE, in consideration of the benefits accruing to each
Pledgor, the receipt and sufficiency of which are hereby acknowledged, each
Pledgor hereby makes the following representations and warranties to the Pledgee
and hereby covenants and agrees with the Pledgee as follows:

            1. SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor
for the benefit of the Secured Creditors to secure:

            (i) the full and prompt payment when due (whether at the stated
      maturity, by acceleration or otherwise) of all obligations, liabilities
      and indebtedness (including, without limitation, indemnities, Fees and
      interest thereon) of such Pledgor owing to the Lender Creditors, whether
      now existing or hereafter incurred under, arising out of, or in connection
      with the Credit Agreement and the other Credit Documents to which such
      Pledgor is a party (including all such obligations, liabilities and
      indebtedness under the Subsidiary Guaranty to the extent that such Pledgor
      is a party thereto) and the due performance and compliance by such Pledgor
      with all of the terms, conditions and agreements contained in the Credit
      Agreement and in such other Credit Documents (all such obligations,
      liabilities and indebtedness under this clause (i), except to the extent
      guaranteeing obligations of the Borrower under Interest Rate Agreements,
      being herein collectively called the "Credit Agreement Obligations");


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            (ii) the full and prompt payment when due (whether at stated
      maturity, by acceleration or otherwise) of all obligations, liabilities
      and indebtedness (including, without limitation, indemnities, fees and
      interest thereon) of such Pledgor owing to the Interest Rate Creditors,
      now existing or hereafter incurred under, arising out of or in connection
      with any Interest Rate Agreements, whether such Interest Rate Agreement is
      now in existence or hereinafter arising, including, in the case of
      Pledgors other than the Borrower, all obligations, liabilities and
      indebtedness under the Subsidiary Guaranty (as applicable), in each case,
      in respect of the Interest Rate Agreements (all such obligations,
      liabilities and indebtedness under this clause (ii) being herein
      collectively called the "Interest Rate Obligations");

            (iii) any and all sums advanced by the Pledgee in order to preserve
      the Collateral (as hereinafter defined) and/or preserve its security
      interest therein;

            (iv) in the event of any proceeding for the collection of the
      Obligations (as defined below) or the enforcement of this Agreement, after
      an Event of Default (such term, as used in this Agreement, shall mean any
      Event of Default under, and as defined in, the Credit Agreement or any
      payment default under any Interest Rate Agreements and shall in any event
      include, without limitation, any payment default (after the expiration of
      any applicable grace period) on any of the Obligations) shall have
      occurred and be continuing, the reasonable expenses of retaking, holding,
      preparing for sale or lease, selling or otherwise disposing of or
      realizing on the Collateral, or of any exercise by the Pledgee of its
      rights hereunder, together with reasonable attorneys' fees and court
      costs; and

            (v) all amounts paid by any Indemnitee to which such Indemnitee has
      the right to reimbursement under Section 11 of this Agreement.

all such obligations, liabilities, indebtedness, sums and expenses set forth in
clauses (i) through (v) of this Section 1 being collectively called the
"Obligations", it being acknowledged and agreed that the "Obligations" shall
include extensions of credit of the types described above, whether outstanding
on the date of this Agreement or extended from time to time after the date of
this Agreement.

            2. DEFINITIONS; ANNEXES. (a) Unless otherwise defined herein, all
capitalized terms used herein and defined in the Credit Agreement shall be used
herein as therein defined. Reference to singular terms shall include the plural
and vice versa.

            (b) The following capitalized terms used herein shall have the
definitions specified below:

            "Administrative Agent" has the meaning set forth in the Recitals
hereto.

            "Adverse Claim" has the meaning given such term in Section
8-102(a)(1) of the UCC.

            "Agreement" has the meaning set forth in the first paragraph hereof.


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            "Borrower" has the meaning set forth in the Recitals thereto.

            "Certificated Security" has the meaning given such term in Section
8-102(a)(4) of the UCC.

            "Class" has the meaning set forth in Section 22 hereof.

            "Clearing Corporation" has the meaning given such term in Section
8-102(a)(5) of the UCC.

            "Collateral" has the meaning set forth in Section 3.1 hereof.

            "Collateral Accounts" means all, if any, accounts established and
maintained by the Pledgee in the name of any Pledgor to which Collateral may be
credited.

            "Credit Agreement" has the meaning set forth in the Recitals hereto.

            "Credit Agreement Obligations" has the meaning set forth in Section
1 hereof.

            "Documentation Agent" has the meaning set forth in the Recitals
hereto.

            "Event of Default" has the meaning set forth in Section 1 hereof.

            "Financial Asset" has the meaning given such term in Section
8-102(a)(9) of the UCC.

            "First Union" has the meaning set forth in the first paragraph
hereof.

            "Indemnitees" has the meaning set forth in Section 11 hereof.

            "Instrument" has the meaning given such term in Section 9-105(1)(i)
of the UCC.

            "Interest Rate Creditors" has the meaning set forth in the first
paragraph hereof.

            "Interest Rate Obligations" has the meaning set forth in Section 1
hereof.

            "Investment Property" has the meaning given such term in Section
9-115(f) of the UCC.

            "Lenders" has the meaning set forth in the Recitals thereto.

            "Lender Creditors" has the meaning set forth in the first paragraph
hereof.

            "Limited Liability Company Assets" means all assets, whether
tangible or intangible and whether real, personal or mixed (including, without
limitation, all limited liability company capital and interest in other limited
liability companies), at any time owned or represented by any Limited Liability
Company Interest.

            "Limited Liability Company Interests" means the entire limited
liability company membership interest at any time owned by any Pledgor in any
limited liability company.


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            "Notes" mean (x) all intercompany notes at any time issued to each
Pledgor and (y) all other promissory notes from time to time issued to, or held
by, each Pledgor.

            "Obligations" has the meaning set forth in Section 1 hereof.

            "Partnership Assets" means all assets, whether tangible or
intangible and whether real, personal or mixed (including, without limitation,
all partnership capital and interest in other partnerships), at any time owned
or represented by any Partnership Interest.

            "Partnership Interest" means the entire general partnership interest
or limited partnership interest at any time owned by any Pledgor in any general
partnership or limited partnership.

            "Pledged Notes" has the meaning set forth in Section 3.5 hereof.

            "Pledged Securities" shall mean all Securities pledged pursuant to
Section 3.1(b) hereof.

            "Pledgee" has the meaning set forth in the first paragraph hereof.

            "Pledgor" has the meaning set forth in the first paragraph hereof.

            "Proceeds" has the meaning given such term in Section 9-306(l) of
the UCC.

            "Requisite Creditors" has the meaning set forth in Section 22
hereof.

            "Secured Creditors" has the meaning set forth in the first paragraph
hereof.

            "Secured Debt Agreements" has the meaning set forth in Section 5
hereof.

            "Securities Account" has the meaning given such term in Section
8-501(a) of the UCC.

            "Securities Act" means the Securities Act of 1933, as amended, as in
effect from time to time.

            "Security" and "Securities" has the meaning given such term in
Section 8-102(a)(15) of the UCC and shall in any event include all Stock and
Notes (to the extent same constitute "Securities" under Section 8-102(a)(15)).

            "Security Entitlement" has the meaning given such term in Section
8-102(a)(17) of the UCC.

            "Stock" means all of the issued and outstanding shares of capital
stock of any corporation incorporated under the laws of the United States or any
state or territory thereof at any time owned by any Pledgor.

            "Syndication Agent" has the meaning set forth in the Recitals
hereto.

            "Termination Date" has the meaning set forth in Section 19 hereof.


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            "UCC" means the Uniform Commercial Code as in effect in the State of
New York from time to time; provided that all references herein to specific
sections or subsections of the UCC are references to such sections or
subsections, as the case may be, of the Uniform Commercial Code as in effect in
the State of New York on the date hereof.

            "Uncertificated Security" has the meaning given such term in Section
8-102(a)(18) of the UCC.

            3. PLEDGE OF SECURITY INTEREST, ETC.

            3.1 Pledge. To secure the Obligations now or hereafter owed or to be
performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to
the Pledgee for the benefit of the Secured Creditors, and does hereby create a
continuing security interest (subject to those Liens permitted to exist with
respect to the Collateral pursuant to the terms of all Secured Debt Agreements
then in effect) in favor of the Pledgee for the benefit of the Secured Creditors
in, all of its right, title and interest in and to the following, whether now
existing or hereafter from time to time acquired (collectively, the
"Collateral"):

            (a) each of the Collateral Accounts (to the extent a security
      interest therein is not created pursuant to the Security Agreement),
      including any and all assets of whatever type or kind deposited by such
      Pledgor in such Collateral Account, whether now owned or hereafter
      acquired, existing or arising, including, without limitation, all
      Financial Assets, Investment Property, moneys, checks, drafts,
      Instruments, Securities or interests therein of any type or nature
      deposited or required by the Credit Agreement or any other Secured Debt
      Agreement to be deposited in such Collateral Account, and all investments
      and all certificates and other Instruments (including depository receipts,
      if any) from time to time representing or evidencing the same, and all
      dividends, interest, distributions, cash and other property from time to
      time received, receivable or otherwise distributed in respect of or in
      exchange for any or all of the foregoing;

            (b) all Securities of such Pledgor from time to time;

            (c) all Limited Liability Company Interests of such Pledgor from
      time to time and all of its right, title and interest in each limited
      liability company to which each such interest relates, whether now
      existing or hereafter acquired, including, without limitation:

                  (A) all the capital thereof and its interest in all profits,
            losses, Limited Liability Company Assets and other distributions to
            the extent such Pledgor shall at any time be entitled to any of the
            foregoing in respect of such Limited Liability Company Interests;

                  (B) all other payments due or to become due to such Pledgor in
            respect of Limited Liability Company Interests, whether under any
            limited liability company agreement or otherwise, whether as
            contractual obligations, damages, insurance proceeds or otherwise;

                  (C) all of its claims, rights, powers, privileges, authority,
            options, security interests, liens and remedies, if any, under any
            limited liability company


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            agreement or operating agreement, or at law or otherwise in respect
            of such Limited Liability Company Interests;

                  (D) all present and future claims, if any, of such Pledgor
            against any such limited liability company for moneys loaned or
            advanced, for services rendered or otherwise;

                  (E) all of such Pledgor's rights under any limited liability
            company agreement or operating agreement or at law to exercise and
            enforce every right, power, remedy, authority, option and privilege
            of such Pledgor relating to such Limited Liability Company
            Interests, including any power to terminate, cancel or modify any
            limited liability company agreement or operating agreement, to
            execute any instruments and to take any and all other action on
            behalf of and in the name of any of such Pledgor in respect of such
            Limited Liability Company Interests and any such limited liability
            company, to make determinations, to exercise any election
            (including, but not limited to, election of remedies) or option or
            to give or receive any notice, consent, amendment, waiver or
            approval, together with full power and authority to demand, receive,
            enforce, collect or receipt for any of the foregoing or for any
            Limited Liability Company Asset, to enforce or execute any checks,
            or other instruments or orders, to file any claims and to take any
            action in connection with any of the foregoing; and

                  (F) all other property hereafter delivered in substitution for
            or in addition to any of the foregoing, all certificates and
            instruments representing or evidencing such other property and all
            cash, securities, interest, dividends, rights and other property at
            any time and from time to time received, receivable or otherwise
            distributed in respect of or in exchange for any or all thereof;

            (d) all Partnership Interests of such Pledgor from time to time and
      all of its right, title and interest in each partnership to which each
      such interest relates, whether now existing or hereafter acquired,
      including, without limitation:

                  (A) all the capital thereof and its interest in all profits,
            losses, Partnership Assets and other distributions to the extent
            such Pledgor shall at any time be entitled to any of the foregoing
            in respect of such Partnership Interests;

                  (B) all other payments due or to become due to such Pledgor in
            respect of Partnership Interests, whether under any partnership
            agreement or otherwise, whether as contractual obligations, damages,
            insurance proceeds or otherwise;

                  (C) all of its claims, rights, powers, privileges, authority,
            options, security interests, liens and remedies, if any, under any
            partnership agreement or operating agreement, or at law or otherwise
            in respect of such Partnership Interests;

                  (D) all present and future claims, if any, of such Pledgor
            against any such partnership for moneys loaned or advanced, for
            services rendered or otherwise;


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                  (E) all of such Pledgor's rights under any partnership
            agreement or operating agreement or at law to exercise and enforce
            every right, power, remedy, authority, option and privilege of such
            Pledgor relating to such Partnership Interests, including any power
            to terminate, cancel or modify any partnership agreement or
            operating agreement, to execute any instruments and to take any and
            all other action on behalf of and in the name of any of such Pledgor
            in respect of such Partnership Interests and any such partnership,
            to make determinations, to exercise any election (including, but not
            limited to, election of remedies) or option or to give or receive
            any notice, consent, amendment, waiver or approval, together with
            full power and authority to demand, receive, enforce, collect or
            receipt for any of the foregoing or for any Partnership Asset, to
            enforce or execute any checks, or other instruments or orders, to
            file any claims and to take any action in connection with any of the
            foregoing; and

                  (F) all other property hereafter delivered in substitution for
            or in addition to any of the foregoing, all certificates and
            instruments representing or evidencing such other property and all
            cash, securities, interest, dividends, rights and other property at
            any time and from time to time received, receivable or otherwise
            distributed in respect of or in exchange for any or all thereof;

            (e) all Security Entitlements of such Pledgor from time to time in
      any and all of the foregoing;

            (f) all Financial Assets and Investment Property of such Pledgor
      from time to time; and

            (g) all Proceeds of any and all of the foregoing.

            It being agreed and understood that nothing in this Agreement shall
constitute (or shall be deemed to constitute) a grant, pledge or assignment of
the Unrestricted Subsidiaries interest in Northeast Competitive Access
Providers, LLC.

            3.2 Procedures. (a) To the extent that any Pledgor at any time or
from time to time owns, acquires or obtains any right, title or interest in any
Collateral, such Collateral shall automatically (and without the taking of any
action by the respective Pledgor) be pledged pursuant to Section 3.1 of this
Agreement and, in addition thereto, such Pledgor shall (to the extent provided
below) take the following actions as set forth below (as promptly as practicable
and, in any event, within 10 days after it obtains such Collateral) for the
benefit of the Pledgee and the Secured Creditors:

            (i) with respect to a Certificated Security (other than a
      Certificated Security credited on the books of a Clearing Corporation),
      the respective Pledgor shall physically deliver such Certificated Security
      to the Pledgee, with undated stock or other powers duly executed in blank
      by such Pledgor;

            (ii) with respect to an Uncertificated Security (other than an
      Uncertificated Security credited on the books of a Clearing Corporation),
      the respective Pledgor shall cause the issuer of such Uncertificated
      Security to duly authorize and execute, and deliver


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      to the Pledgee, an agreement for the benefit of the Pledgee and the
      Secured Creditors substantially in the form of Annex G hereto
      (appropriately completed to the satisfaction of the Pledgee and with such
      modifications, if any, as shall be satisfactory to the Pledgee) pursuant
      to which such issuer agrees to comply with any and all instructions
      originated by the Pledgee without further consent by the registered owner
      and not to comply with instructions regarding such Uncertificated Security
      (and any Partnership Interests and Limited Liability Company Interests
      issued by such issuer) originated by any other Person other than a court
      of competent jurisdiction;

            (iii) with respect to a Certificated Security, Uncertificated
      Security, Partnership Interest or Limited Liability Company Interest
      credited on the books of a Clearing Corporation (including a Federal
      Reserve Bank, Participants Trust Company or The Depository Trust Company),
      the respective Pledgor shall promptly notify the Pledgee thereof and shall
      promptly take all actions required (i) to comply with the applicable rules
      of such Clearing Corporation and (ii) to perfect the security interest of
      the Pledgee under applicable law (including, in any event, under Sections
      9-115 (4)(a) and (b), 9-115 (1)(e) and 8-106 (d) of the UCC). The Pledgor
      further agrees to take such actions as the Pledgee deems necessary or
      desirable to effect the foregoing;

            (iv) with respect to a Partnership Interest or a Limited Liability
      Company Interest (other than a Partnership Interest or Limited Liability
      Interest credited on the books of a Clearing Corporation), (1) if such
      Partnership Interest or Limited Liability Company Interest is represented
      by a certificate, the procedure set forth in Section 3.2(a)(i) hereof, and
      (2) if such Partnership Interest or Limited Liability Company Interest is
      not represented by a certificate, the procedure set forth in Section
      3.2(a)(ii) hereof;

            (v) with respect to any Note, physical delivery of such Note to the
      Pledgee, endorsed to the Pledgee or endorsed in blank; and

            (vi) with respect to cash, to the extent not otherwise provided in
      the Security Agreement, (i) establishment by the Pledgee of a cash account
      in the name of such Pledgor over which the Pledgee shall have exclusive
      and absolute control and dominion (and no withdrawals or transfers may be
      made therefrom by any Person except with the prior written consent of the
      Pledgee) and (ii) deposit of such cash in such cash account.

            (b) In addition to the actions required to be taken pursuant to
preceding Section 3.2(a), each Pledgor shall take the following additional
actions with respect to the Securities and Collateral (as defined below):

            (i) with respect to all Collateral of such Pledgor whereby or with
      respect to which the Pledgee may obtain "control" thereof within the
      meaning of Section 8-106 of the UCC (or under any provision of the UCC as
      same may be amended or supplemented from time to time, or under the laws
      of any relevant State other than the State of New York), the respective
      Pledgor shall take all actions as may be requested from time to time by
      the Pledgee so that "control" of such Collateral is obtained and at all
      times held by the Pledgee; and


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            (ii) each Pledgor shall from time to time cause appropriate
      financing statements (on Form UCC-1 or other appropriate form) under the
      Uniform Commercial Code as in effect in the various relevant States,
      covering all Collateral hereunder (with the form of such financing
      statements to be satisfactory to the Pledgee), to be filed in the relevant
      filing offices so that at all times the Pledgee has a security interest in
      all Investment Property and other Collateral which is perfected by the
      filing of such financing statements (in each case to the maximum extent
      perfection by filing may be obtained under the laws of the relevant
      States, including, without limitation, Section 9-115(4)(b) of the UCC).

            3.3 Subsequently Acquired Collateral. If any Pledgor shall acquire
(by purchase, stock dividend or otherwise) any additional Collateral at any time
or from time to time after the date hereof, such Collateral shall automatically
(and without any further action being required to be taken) be subject to the
pledge and security interests created pursuant to Section 3.1 and, furthermore,
the Pledgor will promptly thereafter take (or cause to be taken) all action with
respect to such Collateral in accordance with the procedures set forth in
Section 3.2, and will promptly thereafter deliver to the Pledgee (i) a
certificate executed by a principal executive officer of such Pledgor describing
such Collateral and certifying that the same has been duly pledged in favor of
the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii)
supplements to Annexes A through F hereto as are necessary to cause such annexes
to be complete and accurate at such time.

            3.4 Transfer Taxes. Each pledge of Collateral under Section 3.1 or
Section 3.3 hereof shall be accompanied by any transfer tax stamps required in
connection with the pledge of such Collateral.

            3.5 Definition of Pledged Notes. All Notes at any time pledged or
required to be pledged hereunder are hereinafter called the "Pledged Notes".

            3.6 Certain Representations and Warranties Regarding the Collateral.
Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary
of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto;
(ii) the Stock held by such Pledgor consists of the number and type of shares of
the stock of the corporations as described in Annex B hereto; (iii) such Stock
constitutes that percentage of the issued and outstanding capital stock of the
issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by
such Pledgor consist of the promissory notes described in Annex C hereto where
such Pledgor is listed as the lender; (v) the Limited Liability Company
Interests held by such Pledgor consist of the number and type of interests of
the Persons described in Annex D hereto; (vi) each such Limited Liability
Company Interest constitutes that percentage of the issued and outstanding
equity interest of the issuing Person as set forth in Annex D hereto; (vii) the
Partnership Interests held by such Pledgor consist of the number and type of
interests of the Persons described in Annex E hereto; (viii) each such
Partnership Interest constitutes that percentage or portion of the entire
partnership interest of the Partnership as set forth in Annex E hereto; (ix)
such Pledgor has complied with the respective procedure set forth in Section
3.2(a) hereof with respect to each item of Collateral described in Annexes A
through E hereto; and (x) on the date hereof, such Pledgor owns no other
Securities, Limited Liability Company Interests or Partnership Interests.


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            4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall
have the right to appoint one or more sub-agents for the purpose of retaining
physical possession of the Collateral, which may be held (in the discretion of
the Pledgee) in the name of the relevant Pledgor, endorsed or assigned in blank
or in favor of the Pledgee or any nominee or nominees of the Pledgee or a
sub-agent appointed by the Pledgee.

            5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there
shall have occurred and be continuing an Event of Default (or a Default under
Section 10.05 of the Credit Agreement), each Pledgor shall be entitled to
exercise all voting rights attaching to any and all Collateral owned by it, and
to give consents, waivers or ratifications in respect thereof provided that no
vote shall be cast or any consent, waiver or ratification given or any action
taken which would violate, result in breach of any covenant contained in, or be
inconsistent with, any of the terms of this Agreement, the Credit Agreement, any
other Credit Document or any Interest Rate Agreements (collectively, the
"Secured Debt Agreements"), or which would have the effect of impairing the
value of the Collateral or any part thereof or the position or interests of the
Pledgee or any Secured Creditor therein. All such rights of a Pledgor to vote
and to give consents, waivers and ratifications shall cease in case an Event of
Default (or a Default under Section 10.05 of the Credit Agreement) shall occur
and be continuing and Section 7 hereof shall become applicable.

            6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until an Event of
Default (or a Default under Section 10.05 of the Credit Agreement) shall have
occurred and be continuing, all cash dividends, cash distributions, cash
Proceeds and other cash amounts payable in respect of the Collateral shall be
paid to the respective Pledgor. Subject to Section 3.2 hereof, the Pledgee shall
be entitled to receive directly, and to retain as part of the Collateral:

            (i) all other or additional stock, notes, limited liability company
      interests, partnership interests, instruments or other securities or
      property (other than cash as set forth above) paid or distributed by way
      of dividend or otherwise in respect of the Collateral;

            (ii) all other or additional stock, notes, limited liability company
      interests, partnership interests, instruments or other securities or
      property (other than cash as set forth above) paid or distributed in
      respect of the Collateral by way of stock-split, spin-off, split-up,
      reclassification, combination of shares or similar rearrangement; and

            (iii) all other or additional stock, notes, limited liability
      company interests, partnership interests, instruments or other securities
      or property (other than cash as set forth above) which may be paid in
      respect of the Collateral by reason of any consolidation, merger, exchange
      of stock, conveyance of assets, liquidation or similar corporate
      reorganization.

Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee's right to receive the proceeds of the Collateral in any form in
accordance with Section 3 of this Agreement. All dividends, distributions or
other payments which are received by the respective Pledgor contrary to the
provisions of this Section 6 or Section 7 shall be received in trust for the
benefit of the Pledgee, shall be segregated from other property or funds of such
Pledgor and shall be forthwith


                                       11
<PAGE>

paid over to the Pledgee as Collateral in the same form as so received (with any
necessary endorsement).

            7. REMEDIES IN CASE OF AN EVENT OF DEFAULT OR CERTAIN DEFAULTS. In
case an Event of Default shall have occurred and be continuing, the Pledgee
shall be entitled to exercise all of the rights, powers and remedies (whether
vested in it by this Agreement or by any other Secured Debt Agreement or by law)
for the protection and enforcement of its rights in respect of the Collateral,
including, without limitation, all the rights and remedies of a secured party
upon default under the Uniform Commercial Code of the State of New York, and the
Pledgee shall be entitled, without limitation, to exercise any or all of the
following rights, which each Pledgor hereby agrees to be commercially
reasonable:

            (i) to receive all amounts payable in respect of the Collateral
      otherwise payable under Section 6 hereof to such Pledgor;

            (ii) to transfer all or any part of the Collateral into the
      Pledgee's name or the name of its nominee or nominees;

            (iii) to accelerate any Pledged Note which may be accelerated in
      accordance with its terms, and take any other lawful action to collect
      upon any Pledged Note (including, without limitation, to make any demand
      for payment thereon);

            (iv) to vote all or any part of the Collateral (whether or not
      transferred into the name of the Pledgee) and give all consents, waivers
      and ratifications in respect of the Collateral and otherwise act with
      respect thereto as though it were the outright owner thereof (each Pledgor
      hereby irrevocably constituting and appointing the Pledgee the proxy and
      attorney-in-fact of such Pledgor, with full power of substitution to do
      so);

            (v) at any time or from time to time to sell, assign and deliver, or
      grant options to purchase, all or any part of the Collateral, or any
      interest therein, at any public or private sale, without demand of
      performance, advertisement or notice of intention to sell or of the time
      or place of sale or adjournment thereof or to redeem or otherwise (all of
      which are hereby waived by each Pledgor), for cash, on credit or for other
      property, for immediate or future delivery without any assumption of
      credit risk, and for such price or prices and on such terms as the Pledgee
      in its absolute discretion may determine; provided that at least 10 days'
      notice of the time and place of any such sale shall be given to such
      Pledgor. The Pledgee shall not be obligated to make such sale of
      Collateral regardless of whether any such notice of sale has theretofore
      been given. Each purchaser at any such sale shall hold the property so
      sold absolutely free from any claim or right on the part of each Pledgor,
      and each Pledgor hereby waives and releases to the full extent permitted
      by law any right or equity of redemption with respect to the Collateral,
      whether before or after sale hereunder, all rights, if any, of marshalling
      the Collateral and any other security for the Obligations or otherwise,
      and all rights, if any, of stay and/or appraisal which it now has or may
      at any time in the future have under rule of law or statute now existing
      or hereafter enacted. At any such sale, unless prohibited by applicable
      law, the Pledgee on behalf of all Secured Creditors (or certain of them)
      may bid for and purchase (by bidding in Obligations or otherwise) all or
      any part of the Collateral so sold free from any such right or equity of
      redemption. Neither the Pledgee


                                       12
<PAGE>

      nor any Secured Creditor shall be liable for failure to collect or realize
      upon any or all of the Collateral or for any delay in so doing nor shall
      any of them be under any obligation to take any action whatsoever with
      regard thereto; and

            (vi) to set-off any and all Collateral against any and all
      Obligations, and to withdraw any and all cash or other Collateral from any
      and all Collateral Accounts and to apply such cash and other Collateral to
      the payment of any and all Obligations;

provided that, upon the occurrence of a Default under Section 10.05 of the
Credit Agreement, the Pledgee may exercise the rights specified in clause (i)
above.

            8. REMEDIES, ETC., CUMULATIVE. Each right, power and remedy of the
Pledgee provided for in this Agreement or any other Secured Debt Agreement, or
now or hereafter existing at law or in equity or by statute shall be cumulative
and concurrent and shall be in addition to every other such right, power or
remedy. The exercise or beginning of the exercise by the Pledgee or any Secured
Creditor of any one or more of the rights, powers or remedies provided for in
this Agreement or any other Secured Debt Agreement or now or hereafter existing
at law or in equity or by statute or otherwise shall not preclude the
simultaneous or later exercise by the Pledgee or any Secured Creditor of all
such other rights, powers or remedies, and no failure or delay on the part of
the Pledgee or any Secured Creditor to exercise any such right, power or remedy
shall operate as a waiver thereof. Unless otherwise required by the Credit
Documents, no notice to or demand on any Pledgor in any case shall entitle such
Pledgor to any other or further notice or demand in similar other circumstances
or constitute a waiver of any of the rights of the Pledgee or any Secured
Creditor to any other or further action in any circumstances without demand or
notice. The Secured Creditors agree that this Agreement may be enforced only by
the action of the Pledgee, acting upon the instructions of the Required Lenders
(or, after the date on which all Credit Agreement Obligations have been paid in
full, the holders of at least a majority of the Interest Rate Obligations) and
that no other Secured Creditor shall have any right individually to seek to
enforce or to enforce this Agreement or to realize upon the security to be
granted hereby, it being understood and agreed that such rights and remedies may
be exercised by the Pledgee or the holders of at least a majority of the
Interest Rate Obligations, as the case may be, for the benefit of the Secured
Creditors upon the terms of this Agreement and the other Credit Documents.

            9. APPLICATION OF PROCEEDS. (a) All moneys collected by the Pledgee
upon any sale or other disposition of the Collateral pursuant to the terms of
this Agreement, together with all other moneys received by the Pledgee
hereunder, shall be applied to the payment of the Obligations in the manner
provided in Section 7.4 of the Amended and Restated Security Agreement.

            (b) It is understood and agreed that the Pledgors shall remain
jointly and severally liable to the extent of any deficiency between the amount
of proceeds of the Collateral hereunder and the aggregate amount of the
Obligations.

            10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the
Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser


                                       13
<PAGE>

or purchasers shall not be obligated to see to the application of any part of
the purchase money paid over to the Pledgee or such officer or be answerable in
any way for the misapplication or nonapplication thereof.

            11. INDEMNITY. Each Pledgor jointly and severally agrees (i) to
indemnify and hold harmless the Pledgee, each Secured Creditor and their
respective successors, assigns, employees, agents and servants (individually an
"Indemnitee", and collectively, the "Indemnitees") from and against any and all
claims, demands, losses, judgments and liabilities (including liabilities for
penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee
for all reasonable costs and expenses, including reasonable attorneys' fees, in
each case arising out of or resulting from this Agreement or the exercise by any
Indemnitee of any right or remedy granted to it hereunder or under any other
Secured Debt Agreement (but excluding any claims, demands, losses, judgments and
liabilities (including liabilities for penalties); costs and expenses of
whatsoever kind or nature to the extent incurred or arising by reason of gross
negligence or willful misconduct of such Indemnitee). In no event shall any
Indemnitee hereunder be liable, in the absence of gross negligence or willful
misconduct on its part, for any matter or thing in connection with this
Agreement other than to account for monies or other property actually received
by it in accordance with the terms hereof. If and to the extent that the
obligations of any Pledgor under this Section 11 are unenforceable for any
reason, each Pledgor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under
applicable law. The indemnity obligations of each Pledgor contained in this
Section 11 shall continue in full force and effect notwithstanding the full
payment of all the Notes issued under the Credit Agreement, the termination of
all Interest Rate Agreements and Letters of Credit, and the payment of all other
Obligations and notwithstanding the discharge thereof.

            12. FURTHER ASSURANCES; POWER OF ATTORNEY. (a) Each Pledgor agrees
that it will join with the Pledgee in executing and, at such Pledgor's own
expense, file and refile under the UCC or other applicable law such financing
statements, continuation statements and other documents in such offices as the
Pledgee (acting on its own or on the instructions of the Required Lenders) may
reasonably deem necessary or appropriate and wherever required or permitted by
law in order to perfect and preserve the Pledgee's security interest in the
Collateral hereunder and hereby authorizes the Pledgee to file financing
statements and amendments thereto relative to all or any part of the Collateral
without the signature of such Pledgor where permitted by law, and agrees to do
such further acts and things and to execute and deliver to the Pledgee such
additional conveyances, assignments, agreements and instruments as the Pledgee
may reasonably require or deem advisable to carry into effect the purposes of
this Agreement or to further assure and confirm unto the Pledgee its rights,
powers and remedies hereunder or thereunder.

            (b) Each Pledgor hereby appoints the Pledgee such Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor or otherwise, from time to time after the occurrence
and during the continuance of an Event of Default, in the Pledgee's discretion
to take any action and to execute any instrument which the Pledgee may deem
necessary or advisable to accomplish the purposes of this Agreement.


                                       14
<PAGE>

            13. THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in
accordance with this Agreement all items of the Collateral at any time received
under this Agreement. It is expressly understood and agreed that the obligations
of the Pledgee as holder of the Collateral and interests therein and with
respect to the disposition thereof, and otherwise under this Agreement, are only
those expressly set forth in this Agreement. The Pledgee shall act hereunder on
the terms and conditions set forth herein and in Section 11 of the Credit
Agreement.

            14. TRANSFER BY THE PLEDGORS. No Pledgor will sell or otherwise
dispose of, grant any option with respect to, or mortgage, pledge or otherwise
encumber any of the Collateral or any interest therein (except in accordance
with the terms of this Agreement and the Credit Documents).

            15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a)
Each Pledgor represents, warrants and covenants that:

            (i) it is the legal, beneficial and record owner of, and has good
      and marketable title to, all Collateral consisting of one or more
      Securities and that it has sufficient interest in all Collateral in which
      a security interest is purported to be created hereunder for such security
      interest to attach (subject, in each case, to no pledge, lien, mortgage,
      hypothecation, security interest, charge, option, Adverse Claim or other
      encumbrance whatsoever, except the liens and security interests created by
      this Agreement and liens permitted by Section 9.03(a) of the Credit
      Agreement);

            (ii) it has full power, authority and legal right to pledge all the
      Collateral pledged by it pursuant to this Agreement;

            (iii) this Agreement has been duly authorized, executed and
      delivered by such Pledgor and constitutes a legal, valid and binding
      obligation of such Pledgor enforceable against such Pledgor in accordance
      with its terms, except to the extent that the enforceability hereof may be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      fraudulent conveyance or other similar laws generally affecting creditors'
      rights and by equitable principles (regardless of whether enforcement is
      sought in equity or at law);

            (iv) except to the extent already obtained or made, no consent of
      any other party (including, without limitation, any stockholder or
      creditor of such Pledgor or any of their Subsidiaries) and no consent,
      license, permit, approval or authorization of, exemption by, notice or
      report to, or registration, filing or declaration with, any governmental
      authority is required to be obtained by such Pledgor in connection with
      (a) the execution, delivery or performance of this Agreement, (b) the
      validity or enforceability of this Agreement (except as set forth in
      clause (iii) above), (c) the perfection or enforceability of the Pledgee's
      security interest in the Collateral or (d) except for compliance with or
      as may be required by applicable securities laws, the exercise by the
      Pledgee of any of its rights or remedies provided herein;

            (v) the execution, delivery and performance of this Agreement will
      not violate any provision of any applicable law or regulation or of any
      order, judgment, writ, award


                                       15
<PAGE>

      or decree of any court, arbitrator or governmental instrumentality,
      domestic or foreign, known to be applicable to such Pledgor, or of the
      certificate of incorporation, operating agreement, limited liability
      company agreement or bylaws of such Pledgor or of any securities issued by
      such Pledgor or any of its Subsidiaries, or of any mortgage, deed of
      trust, indenture, lease, loan agreement, credit agreement or other
      contract, agreement or instrument or undertaking to which such Pledgor or
      any of its Subsidiaries is a party or which purports to be binding upon
      such Pledgor or any of its Subsidiaries or upon any of their respective
      assets and will not result in the creation or imposition of (or the
      obligation to create or impose) any lien or encumbrance on any of the
      assets of such Pledgor or any of its Subsidiaries except as contemplated
      by this Agreement;

            (vi) all of the Collateral (consisting of Securities, Limited
      Liability Company Interests or Partnership Interests) has been duly and
      validly issued, is fully paid and non-assessable and is subject to no
      options to purchase or similar rights;

            (vii) each of the Pledged Notes constitutes, or when executed by the
      obligor thereof will constitute, the legal, valid and binding obligation
      of such obligor, enforceable in accordance with its terms, except to the
      extent that the enforceability thereof may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      generally affecting creditors' rights and by equitable principles
      (regardless of whether enforcement is sought in equity or at law); and

            (viii) the pledge, collateral assignment and delivery to the Pledgee
      of the Collateral consisting of certificated securities pursuant to this
      Agreement creates a valid and perfected first priority security interest
      in such Securities, and the proceeds thereof, subject to no prior Lien or
      encumbrance or to any agreement purporting to grant to any third party a
      Lien or encumbrance on the property or assets of such Pledgor which would
      include the Securities (other than Permitted Liens) and the Pledgee is
      entitled to all the rights, priorities and benefits afforded by the UCC or
      other relevant law as enacted in any relevant jurisdiction to perfect
      security interests in respect of such Collateral; and

            (ix) "control" (as defined in Section 8-106 of the UCC) has been
      obtained by the Pledgee over all Collateral consisting of Securities
      (including Notes which are Securities) with respect to which such
      "control" may be obtained pursuant to Section 8-106 of the UCC.

            (b) Each Pledgor covenants and agrees that it will defend the
Pledgee's right, title and security interest in and to the Securities and the
proceeds thereof against the claims and demands of all persons whomsoever; and
each Pledgor covenants and agrees that it will have like title to and right to
pledge any other property at any time hereafter pledged to the Pledgee as
Collateral hereunder and will likewise defend the right thereto and security
interest therein of the Pledgee and the Secured Creditors.

            (c) Each Pledgor covenants and agrees that it will take no action
which would violate any of the terms of any Secured Debt Agreement.

            16. CHIEF EXECUTIVE OFFICE; RECORDS. The chief executive office of
each Pledgor is located at the address specified in Annex F hereto. Each Pledgor
will not move


                                       16
<PAGE>

its chief executive office except to such new location as such Pledgor may
establish in accordance with the last sentence of this Section 16. The originals
of all documents in the possession of such Pledgor evidencing all Collateral,
including but not limited to all Limited Liability Company Interests and
Partnership Interests, and the only original books of account and records of the
Pledgor relating thereto are, and will continue to be, kept at such chief
executive office at the location specified in Annex F hereto, or at such new
locations as the Pledgor may establish in accordance with the last sentence of
this Section 16. All Limited Liability Company Interests and Partnership
Interests are, and will continue to be, maintained at, and controlled and
directed (including, without limitation, for general accounting purposes) from,
such chief executive office location specified in Annex F hereto, or such new
locations as the Pledgor may establish in accordance with the last sentence of
this Section 16. No Pledgor shall establish a new location for such offices
until (i) it shall have given to the Collateral Agent not less than 30 days'
prior written notice of its intention so to do, clearly describing such new
location and providing such other information in connection therewith as the
Collateral Agent may reasonably request and (ii) with respect to such new
location, it shall have taken all action, satisfactory to the Collateral Agent,
to maintain the security interest of the Collateral Agent in the Collateral
intended to be granted hereby at all times fully perfected and in full force and
effect. Promptly after establishing a new location for such offices in
accordance with the immediately preceding sentence, the respective Pledgor shall
deliver to the Pledgee a supplement to Annex F hereto so as to cause such Annex
F hereto to be complete and accurate.

            17. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. The obligations of each
Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever (other than termination of this Agreement pursuant to
Section 19 hereof), including, without limitation:

            (i) any renewal, extension, amendment or modification of, or
      addition or supplement to or deletion from any Secured Debt Agreement
      (other than this Agreement in accordance with its terms), or any other
      instrument or agreement referred to therein, or any assignment or transfer
      of any thereof;

            (ii) any waiver, consent, extension, indulgence or other action or
      inaction under or in respect of any such agreement or instrument or this
      Agreement;

            (iii) any furnishing of any additional security to the Pledgee or
      its assignee or any acceptance thereof or any release of any security by
      the Pledgee or its assignee;

            (iv) any limitation on any party's liability or obligations under
      any such instrument or agreement or any invalidity or unenforceability, in
      whole or in part, of any such instrument or agreement or any term thereof;
      or

            (v) any bankruptcy, insolvency, reorganization, composition,
      adjustment, dissolution, liquidation or other like proceeding relating to
      such Pledgor or any Subsidiary of any Pledgor, or any action taken with
      respect to this Agreement by any trustee or receiver, or by any court, in
      any such proceeding, whether or not such Pledgor shall have notice or
      knowledge of any of the foregoing.


                                       17
<PAGE>

            18. REGISTRATION, ETC. (a) If an Event of Default shall have
occurred and be continuing and any Pledgor shall have received from the Pledgee
a written request or requests that such Pledgor cause any registration,
qualification or compliance under any Federal or state securities law or laws to
be effected with respect to all or any part of the Collateral consisting of
Securities, Limited Liability Company Interests or Partnership Interests, such
Pledgor as soon as practicable and at its expense will use its best efforts to
cause such registration to be effected (and be kept effective) and will use its
best efforts to cause such qualification and compliance to be effected (and be
kept effective) as may be so requested and as would permit or facilitate the
sale and distribution of such Collateral consisting of Securities, Limited
Liability Company Interests or Partnership Interests, including, without
limitation, registration under the Securities Act, as then in effect (or any
similar statute then in effect), appropriate qualifications under applicable
blue sky or other state securities laws and appropriate compliance with any
other governmental requirements; provided, that the Pledgee shall furnish to
such Pledgor such information regarding the Pledgee as such Pledgor may request
in writing and as shall be required in connection with any such registration,
qualification or compliance. Each Pledgor will cause the Pledgee to be kept
reasonably advised in writing as to the progress of each such registration,
qualification or compliance and as to the completion thereof, will furnish to
the Pledgee such number of prospectuses, offering circulars and other documents
incident thereto as the Pledgee from time to time may reasonably request, and
will indemnify, to the extent permitted by law, the Pledgee and all other
Secured Creditors participating in the distribution of such Collateral
consisting of Securities, Limited Liability Company Interests or Partnership
Interests against all claims, losses, damages and liabilities caused by any
untrue statement (or alleged untrue statement) of a material fact contained
therein (or in any related registration statement, notification or the like) or
by any omission (or alleged omission) to state therein (or in any related
registration statement, notification or the like) a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as the same may have been caused by an untrue statement or
omission based upon information furnished in writing to such Pledgor by the
Pledgee expressly for use therein.

            (b) If at any time when the Pledgee shall determine to exercise its
right to sell all or any part of the Collateral consisting of Securities,
Limited Liability Company Interests or Partnership Interests pursuant to Section
7, and such Collateral or the part thereof to be sold shall not, for any reason
whatsoever, be effectively registered under the Securities Act, as then in
effect, the Pledgee may, in its sole and absolute discretion, sell such
Collateral or part thereof by private sale in such manner and under such
circumstances as the Pledgee may deem necessary or advisable in order that such
sale may legally be effected without such registration. Without limiting the
generality of the foregoing, in any such event the Pledgee, in its sole and
absolute discretion: (i) may proceed to make such private sale notwithstanding
that a registration statement for the purpose of registering such Collateral or
part thereof shall have been filed under such Securities Act; (ii) may approach
and negotiate with a single possible purchaser to effect such sale; and (iii)
may restrict such sale to a purchaser who will represent and agree that such
purchaser is purchasing for its own account, for investment, and not with a view
to the distribution or sale of such Collateral or part thereof. In the event of
any such sale, the Pledgee shall incur no responsibility or liability for
selling all or any part of the Collateral at a price which the Pledgee, in its
sole and absolute discretion, may in good faith deem reasonable under the
circumstances, notwithstanding the possibility that a substantially higher price
might be realized if the sale were deferred until the registration as aforesaid.


                                       18
<PAGE>

            19. TERMINATION; RELEASE. (a) On the Termination Date (as defined
below), this Agreement shall terminate (provided that all indemnities set forth
herein including, without limitation, in Section 11 hereof shall survive any
such termination) and the Pledgee, at the request and expense of the respective
Pledgor, will execute and deliver to such Pledgor a proper instrument or
instruments acknowledging the satisfaction and termination of this Agreement
(including, without limitation, UCC termination statements and instruments of
satisfaction, discharge and/or reconveyance), and will duly assign, transfer and
deliver to such Pledgor (without recourse and without any representation or
warranty) such of the Collateral as may be in the possession of the Pledgee and
as has not theretofore been sold or otherwise applied or released pursuant to
this Agreement, together with any moneys at the time held by the Pledgee or any
of its sub-agents hereunder and, with respect to any Collateral consisting of an
Uncertificated Security (other than an Uncertificated Security credited on the
books of a Clearing Corporation), a Partnership Interest or a Limited Liability
Company Interest, a termination of the agreement relating thereto executed and
delivered by the issuer of such Uncertificated Security pursuant to Section
3.2(a)(ii) hereof or by the respective partnership or limited liability company
pursuant to Section 3.2(a)(iv) hereof. As used in this Agreement, "Termination
Date" shall mean the date upon which the Total Commitment and all Interest Rate
Agreements have been terminated, no Letter of Credit or Note is outstanding (and
all Loans have been paid in full), all Letters of Credit have been terminated,
and all other Obligations then due and payable have been paid in full.

            (b) In the event that any part of the Collateral is sold or
otherwise disposed of in connection with a sale or disposition permitted by
Section 9.02 of the Credit Agreement or is otherwise released at the direction
of the Required Lenders (or all the Lenders if required by Section 12.12 of the
Credit Agreement), and the proceeds of such sale or sales or from such release
are applied in accordance with the terms of the Credit Agreement to the extent
required to be so applied, the Pledgee, at the request and expense of the
respective Pledgor will duly assign, transfer and deliver to such Pledgor
(without recourse and without any representation or warranty) such of the
Collateral as is then being (or has been) so sold or released and as may be in
possession of the Pledgee and has not theretofore been released pursuant to this
Agreement.

            (c) At any time that any Pledgor desires that Collateral be released
as provided in the foregoing Section 19(a) or (b), it shall deliver to the
Pledgee a certificate signed by a principal executive officer of such Pledgor
stating that the release of the respective Collateral is permitted pursuant to
Section 19(a) or (b). If reasonably requested by the Pledgee (although the
Pledgee shall have no obligation to make any such request), the relevant Pledgor
shall furnish appropriate legal opinions (from counsel reasonably acceptable to
the Pledgee) to the effect set forth in the immediately preceding sentence.

            (d) The Pledgee shall have no liability whatsoever to any Secured
Creditor as the result of any release of Collateral by it in accordance with
this Section 19.

            20. NOTICES, ETC. All notices and other communications hereunder
shall be in writing and shall be delivered or mailed by first class mail,
postage prepaid, addressed:

            (i) if to any Pledgor, at its address set forth opposite its
      signature below;

            (ii) if to the Pledgee, at:


                                       19
<PAGE>

            First Union National Bank
            One First Union Center
            201 S. College Street, CP-06
            Charlotte, North Carolina 28288-0760
            Attention: Brand Hosford
            Tel: (704) 374-6355
            Fax: (704) 374-4793

            (iii) if to any Lender (other than the Pledgee), at such address as
      such Lender shall have specified in the Credit Agreement;

            (iv) if to any Interest Rate Creditor, at such address as such
      Interest Rate Creditor shall have specified in writing to the Borrower and
      the Pledgee;

or at such address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.

            21. THE PLEDGEE. The Pledgee will hold, directly or indirectly in
accordance with this Agreement, all items of the Collateral at any time received
by it under this Agreement. It is expressly understood and agreed that the
obligations of the Pledgee with respect to the Collateral, interests therein and
the disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in the UCC and this Agreement.

            22. WAIVER; AMENDMENT. Except as contemplated in Section 25 hereof,
none of the terms and conditions of this Agreement may be changed, waived,
discharged or terminated in any manner whatsoever unless such change, waiver,
discharge or termination is in writing duly signed by each Pledgor to be bound
thereby and the Collateral Agent (with the consent of the Required Lenders or,
to the extent required by Section 12.12 of the Credit Agreement, all of the
Lenders), provided, however, that no such change, waiver, modification or
variance shall be made to Section 9 hereof or this Section 22 without the
consent of each Secured Creditor adversely affected thereby, provided further
that any change, waiver, modification or variance affecting the rights and
benefits of a single Class (as defined below) of Secured Creditors (and not all
Secured Creditors in a like or similar manner) shall require the written consent
of the Requisite Creditors of such Class of Secured Creditors. For the purpose
of this Agreement, the term "Class" shall mean each class of Secured Creditors,
i.e., whether (x) the Lender Creditors as holders of the Credit Agreement
Obligations or (y) the Interest Rate Creditors as holders of the Interest Rate
Obligations. For the purpose of this Agreement, the term "Requisite Creditors"
of any Class shall mean each of (x) with respect to each of the Credit Agreement
Obligations, the Required Lenders and (y) with respect to the Interest Rate
Obligations, the holders of at least a majority of all obligations outstanding
from time to time under the Interest Rate Agreements.

            23. MISCELLANEOUS. This Agreement shall create a continuing security
interest in the Collateral and shall (i) remain in full force and effect,
subject to release and/or termination as set forth in Section 19 hereof, (ii) be
binding upon each Pledgor, its successors and assigns; provided, however, that
no Pledgor shall assign any of its rights or obligations hereunder without the
prior written consent of the Pledgee (with the prior written consent of the


                                       20
<PAGE>

Required Lenders or to the extent required by Section 12.12 of the Credit
Agreement, all of the Lenders), and (iii) inure, together with the rights and
remedies of the Pledgee hereunder, to the benefit of the Pledgee, the Secured
Creditors and their respective successors, transferees and assigns. THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK. The headings of the several sections and subsections in this
Agreement are for purposes of reference only and shall not limit or define the
meaning hereof. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one instrument. In the event that any provision of this Agreement shall prove to
be invalid or unenforceable, such provision shall be deemed to be severable from
the other provisions of this Agreement which shall remain binding on all parties
hereto.

            24. WAIVER OF JURY TRIAL. Each Pledgor hereby irrevocably waives all
right to a trial by jury in any action, proceeding or counterclaim arising out
of or relating to this agreement or the transactions contemplated hereby.

            25. ADDITIONAL PLEDGORS. It is understood and agreed that any
Subsidiary of the Borrower that is required to execute a counterpart of this
Agreement after the date hereof pursuant to the Credit Agreement shall
automatically become a Pledgor hereunder by executing a counterpart hereof and
delivering the same to the Pledgee.

            26. RECOURSE. This Agreement is made with full recourse to the
Pledgors and pursuant to and upon all the representations, warranties, covenants
and agreements on the part of the Pledgors contained herein and in the other
Secured Debt Agreements and otherwise in writing in connection herewith or
therewith.

            27. LIMITED OBLIGATIONS. It is the desire and intent of each Pledgor
and the Secured Creditors that this Agreement shall be enforced against each
Pledgor to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Notwithstanding
anything to the contrary contained herein, in furtherance of the foregoing, it
is noted that the obligations of each Pledgor constituting a Subsidiary
Guarantor have been limited as provided in the Subsidiary Guaranty.

            28. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER. (a)
Nothing herein shall be construed to make the Pledgee or any other Secured
Creditor liable as a member of any limited liability company or partnership and
neither the Pledgee nor any other Secured Creditor by virtue of this Agreement
or otherwise (except as referred to in the following sentence) shall have any of
the duties, obligations or liabilities of a member of any limited liability
company or partnership. The parties hereto expressly agree that, unless the
Pledgee shall become the absolute owner of Collateral consisting of a Limited
Liability Company Interest or Partnership Interest pursuant hereto, this
Agreement shall not be construed as creating a partnership or joint venture
among the Pledgee, any other Secured Creditor and/or any Pledgor.

            (b) Except as provided in the last sentence of paragraph (a) of this
Section 28, the Pledgee, by accepting this Agreement, did not intend to become a
member of any limited liability company or partnership or otherwise be deemed to
be a co-venturer with respect to any Pledgor or any limited liability company or
partnership either before or after an Event of Default


                                       21
<PAGE>

shall have occurred. The Pledgee shall have only those powers set forth herein
and the Secured Creditors shall assume none of the duties, obligations or
liabilities of a member of any limited liability company or partnership or any
Pledgor except as provided in the last sentence of paragraph (a) of this Section
28.

            (c) The Pledgee and the other Secured Creditors shall not be
obligated to perform or discharge any obligation of any Pledgor as a result of
the pledge hereby effected.

            (d) The acceptance by the Pledgee of this Agreement, with all the
rights, powers, privileges and authority so created, shall not at any time or in
any event obligate the Pledgee or any other Secured Creditor to appear in or
defend any action or proceeding relating to the Collateral to which it is not a
party, or to take any action hereunder or thereunder, or to expend any money or
incur any expenses or perform or discharge any obligation, duty or liability
under the Collateral.

            29. AMENDMENT AND RESTATEMENT OF EXISTING PLEDGE AGREEMENT. On and
as of the occurrence of the Restatement Effective Date in accordance with
Section 12.10 of the Credit Agreement, the Existing Pledge Agreement shall be
deemed to be amended and restated in its entirety in the form of this Agreement,
and superseded by this Agreement.

                                      * * *


                                       22
<PAGE>

            IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused this
Agreement to be executed by their duly elected officers duly authorized as of
the date first above written.

Addresses:

c/o Fairpoint Communications, Inc.      FAIRPOINT COMMUNICATIONS SOLUTIONS
521 East Morehead Street                  CORP.
Suite 250                                 as Pledgor
Charlotte, North Carolina 28202
Attention: Timothy W. Henry
Tel: (704) 344-8150 Ext. 107
Fax: (704) 344-8121                     By: /s/ Timothy W. Henry
                                           -------------------------------------
                                           Title: Vice President of Finance
                                                  and Treasurer

c/o Fairpoint Communications, Inc.      FAIRPOINT COMMUNICATIONS SOLUTIONS
521 East Morehead Street                  CORP. - NEW YORK
Suite 250                                 as Pledgor
Charlotte, North Carolina 28202
Attention: Timothy W. Henry
Tel: (704) 344-8150 Ext. 107
Fax: (704) 344-8121                     By: /s/ Timothy W. Henry
                                           -------------------------------------
                                          Title: Vice President of Finance
                                                 and Treasurer

c/o Fairpoint Communications, Inc.      FAIRPOINT COMMUNICATIONS SOLUTIONS
521 East Morehead Street                  CORP. - VIRGINIA
Suite 250                                 as Pledgor
Charlotte, North Carolina 28202
Attention: Timothy W. Henry
Tel: (704) 344-8150 Ext. 107
Fax: (704) 344-8121                     By: /s/ Timothy W. Henry
                                           -------------------------------------
                                           Title: Vice President of Finance
                                                  and Treasurer

c/o Fairpoint Communications, Inc.      FAIRPOINT SOLUTIONS CAPITAL, LLC,
521 East Morehead Street                   as Pledgor
Suite 250
Charlotte, North Carolina 28202
Attention: Timothy W. Henry
Tel: (704) 344-8150 Ext. 107            By: /s/ Timothy W. Henry
Fax: (704) 344-8121                        -------------------------------------
                                           Title: Vice President of Finance
                                                  and Treasurer

Accepted and agreed to:

FIRST UNION NATIONAL BANK,
not in its individual capacity but solely as
Collateral Agent and Pledgee


                                       23
<PAGE>

By: /s/ Katherine A. Harkness
   --------------------------------
   Title: Vice President


                                       24
<PAGE>

                                                                         ANNEX A

                              LIST OF SUBSIDIARIES

                        [TO BE PROVIDED BY THE BORROWER]
<PAGE>

                                                                         ANNEX B

                                  LIST OF STOCK

<TABLE>
<CAPTION>
  Name of
  Issuing      Type of  Number of    Certificate  Percentage  Sub-clause of Section 3.2(a)
Corporation    Shares     Shares         No.        Owned         of Pledge Agreement
-----------    ------     ------         ---        -----         -------------------
<S>            <C>      <C>          <C>          <C>         <C>

                        [TO BE PROVIDED BY THE BORROWER]
</TABLE>
<PAGE>

                                                                         ANNEX C

                                  LIST OF NOTES

                                                               Sub-clause of
                                                             Section 3.2(a) of
       Amount           Maturity Date         Obligor        Pledge Agreement
       ------           -------------         -------        ----------------

                        [TO BE PROVIDED BY THE BORROWER]
<PAGE>

                                                                         ANNEX D

                   LIST OF LIMITED LIABILITY COMPANY INTERESTS

     Name of          Type of        Percentage    Sub-clause of Section 3.2(a)
   Partnership        Interest          Owned          of Pledge Agreement
   -----------        --------          -----          -------------------

                        [TO BE PROVIDED BY THE BORROWER]
<PAGE>

                                                                         ANNEX E

                          LIST OF PARTNERSHIP INTERESTS

     Name of          Type of        Percentage    Sub-clause of Section 3.2(a)
   Partnership        Interest          Owned         of Pledge Agreement
   -----------        --------          -----         -------------------

                        [TO BE PROVIDED BY THE BORROWER]
<PAGE>

                                                                         ANNEX F

                         LIST OF CHIEF EXECUTIVE OFFICES

                        [TO BE PROVIDED BY THE BORROWER]
<PAGE>

                                                                         ANNEX G

    Form of Agreement Regarding Uncertificated Securities, Limited Liability
                   Company Interests and Partnership Interests

            AGREEMENT (as amended, modified or supplemented from time to time,
this "Agreement"), dated as of ______, ____, among each of the undersigned
pledgors (each a "Pledgor" and, collectively, the "Pledgors"), First Union
National Bank, not in its individual capacity but solely as Collateral Agent
(the "Pledgee"), and __________, as the issuer of the Uncertificated Securities,
Limited Liability Company Interests and/or Partnership Interests (each as
defined below) (the "Issuer").

                              W I T N E S S E T H:

            WHEREAS, each Pledgor and the Pledgee are entering into an Amended
and Restated Pledge Agreement, dated as of October 20, 1999, as amended and
restated as of March 27, 2000, and as further amended and restated as of
November ___, 2000 (as amended, amended and restated, modified or supplemented
from time to time, the "Pledge Agreement"), under which, among other things, in
order to secure the payment of the Obligations (as defined in the Pledge
Agreement), each Pledgor will pledge to the Pledgee for the benefit of the
Secured Creditors (as defined in the Pledge Agreement), and grant a security
interest in favor of the Pledgee for the benefit of the Secured Creditors in,
all of the right, title and interest of such Pledgor in and to any and all (1)
"uncertificated securities" (as defined in Section 8-102(a)(18) of the Uniform
Commercial Code, as adopted in the State of New York) ("Uncertificated
Securities"), (2) Partnership Interests (as defined in the Pledge Agreement) and
(3) Limited Liability Company Interests (as defined in the Pledge Agreement), in
each case issued from time to time by the Issuer, whether now existing or
hereafter from time to time acquired by such Pledgor (with all of such
Uncertificated Securities, Partnership Interests and Limited Liability Company
Interests being herein collectively called the "Issuer Pledged Interests"); and

            WHEREAS, each Pledgor desires the Issuer to enter into this
Agreement in order to perfect the security interest of the Pledgee under the
Pledge Agreement in the Issuer Pledged Interests, to vest in the Pledgee control
of the Issuer Pledge Interests and to provide for the rights of the parties
under this Agreement;

            NOW THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

            1. Each Pledgor hereby irrevocably authorizes and directs the
Issuer, and the Issuer hereby agrees, to comply with any and all instructions
and orders originated by the Pledgee (and its successors and assigns) regarding
any and all of the Issuer Pledged Interests without the further consent by the
registered owner (including the respective Pledgor), and not to comply with any
instructions or orders regarding any or all of the Issuer Pledged Interests
originated by any person or entity other than the Pledgee (and its successors
and assigns) or a court of competent jurisdiction.

            2. The Issuer hereby certifies that (i) no notice of any security
interest, lien or other encumbrance or claim affecting the Issuer Pledged
Interests (other than the security interest
<PAGE>
                                                                         Annex G
                                                                          Page 2


of the Pledgee) has been received by it, and (ii) the security interest of the
Pledgee in the Issuer Pledged Interests has been registered in the books and
records of the Issuer.

            3. The Issuer hereby represents and warrants that (i) the pledge by
the Pledgors of, and the granting by the Pledgors of a security interest in, the
Issuer Pledged Interests to the Pledgee, for the benefit of the Secured
Creditors, does not violate the charter, by-laws, partnership agreement,
membership agreement or any other agreement governing the Issuer or the Issuer
Pledged Interests, and (ii) the Issuer Pledged Interests are fully paid and
nonassessable.

            4. All notices, statements of accounts, reports, prospectuses,
financial statements and other communications to be sent to any Pledgor by the
Issuer in respect of the Issuer will also be sent to the Pledgee at the
following address:

                  First Union National Bank
                  One First Union Center
                  201 S. College Street, CP-06
                  Charlotte, North Carolina 28288-0760
                  Attention: Brand Hosford
                  Tel: (704) 374-6355
                  Fax: (704) 374-4793

            5. Until the Pledgee shall have delivered written notice to the
Issuer that all of the Obligations have been paid in full and this Agreement is
terminated, the Issuer will send any and all redemptions, distributions,
interest or other payments in respect of the Issuer Pledged Interests from the
Issuer for the account of the Pledgor only by wire transfers to the following
address:

                  _________________________________
                  _________________________________
                  _________________________________
                  _________________________________
                  Account Information
                  ABA No.: ________________________
                  Account in the Name of: _________
                  Account No.: ____________________

            6. Except as expressly provided otherwise in Sections 4 and 5
hereof, all notices, instructions, orders and communications hereunder shall be
sent or delivered by mail, telex, telecopy or overnight courier service and all
such notices and communications shall, when mailed, telexed, telecopied or sent
by overnight courier, be effective when deposited in the mails or delivered to
the overnight courier, prepaid and properly addressed for delivery on such or
the next Business Day, or sent by telex or telecopier, except that notices and
communications to the Pledgee shall not be effective until received by the
Pledgee. All notices and other communications shall be in writing and addressed
as follows:
<PAGE>
                                                                         Annex G
                                                                          Page 3


            (a)   if to any Pledgor, at:

                  c/o Fairpoint Communications, Inc.
                  521 East Morehead Street
                  Suite 250
                  Charlotte, North Carolina 28202
                  Attention: Timothy W. Henry
                  Tel: (704) 344-8150 Ext. 108
                  Fax: (704) 344-8121

            (b)   if to the Pledgee, at:

                  First Union National Bank
                  One First Union Center
                  201 S. College Street, CP-06
                  Charlotte, North Carolina 28288-0760
                  Attention:
                  Tel:
                  Fax:

            (c)   if to the Issuer, at:

                  ____________________________________
                  ____________________________________
                  ____________________________________
                  Attention:  ________________________
                  Tel:________________________________
                  Fax:________________________________

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder. As used in this
Section 6, "Business Day" means any day other than a Saturday, Sunday, or other
day in which banks in New York are authorized to remain closed.

            7. This Agreement shall be binding upon the successors and assigns
of each Pledgor and the Issuer and shall inure to the benefit of and be
enforceable by the Pledgee and its successors and assigns. This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument. In the event that any provision of
this Agreement shall prove to be invalid or unenforceable, such provision shall
be deemed to be severable from the other provisions of this Agreement which
shall remain binding on all parties hereto. None of the terms and conditions of
this Agreement may be changed, waived, modified or varied in any manner
whatsoever except in writing signed by the Pledgee, the Issuer and any Pledgor
which at such time owns any Issuer Pledged Interests.
<PAGE>
                                                                         Annex G
                                                                          Page 4


            8. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its principles of
conflict of laws.

            IN WITNESS WHEREOF, each Pledgor, the Pledgee and the Issuer have
caused this Agreement to be executed by their duly elected officers duly
authorized as of the date first above written.

                                        [                                     ],
                                           as a Pledgor


                                        By______________________________________
                                          Name:
                                          Title:


                                        [                                     ],
                                           as a Pledgor


                                        By______________________________________
                                          Name:
                                          Title:


                                        [                                     ],
                                           as a Pledgor


                                        By______________________________________
                                          Name:
                                          Title:


                                        FIRST UNION NATIONAL BANK,
                                        not in its individual capacity but
                                          solely as Collateral Agent and Pledgee


                                        By______________________________________
                                          Name:
                                          Title:
</TEXT>
</DOCUMENT>
