CHOICE ONE COMMUNICATIONS INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>2
<FILENAME>l08599aexv10w3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>

EXHIBIT 10.3

                                                                  EXECUTION COPY

                    FOURTH AMENDMENT TO THE CREDIT AGREEMENT

            THIS FOURTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of May
25, 2004 (this "AMENDMENT"), is among CHOICE ONE COMMUNICATIONS INC., a Delaware
corporation (the "GUARANTOR"), the subsidiaries of the Guarantor listed on the
signature pages hereto (each a "BORROWER" and collectively the "BORROWERS"), the
banks, financial institutions and other institutional lenders parties to the
Credit Agreement referred to below (collectively, the "LENDERS"), GENERAL
ELECTRIC CAPITAL CORPORATION, as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT"), collateral agent and syndication agent for the Lenders,
and the other agents signatories hereto.

                             PRELIMINARY STATEMENTS:

            (1)   The Guarantor, the Borrowers, the Lenders, the Administrative
Agent and certain other agents have entered into the Third Amended and Restated
Credit Agreement dated as of September 13, 2002 (as amended, supplemented or
otherwise modified through the date hereof, the "CREDIT AGREEMENT"). Capitalized
terms not otherwise defined in this Amendment have the same meanings as
specified in the Credit Agreement.

            (2)   The Required Lenders desire to revise the form of assignment
and acceptance attached as Exhibit G to the Credit Agreement and to amend
certain other provisions of the Credit Agreement as hereinafter set forth.

            (3)   The Required Lenders, the Guarantor and the Borrowers have
agreed, subject to the terms and conditions stated below, to effectuate the
foregoing.

            SECTION 1. Amendments to Credit Agreement. The Credit Agreement is
hereby amended, effective as of the Amendment Effective Date (as defined in
Section 2 below), as follows:

            (a)   Section 2.5 is amended and restated to read in full as
follows:

                  "Revolving Credit Notes. (a) Each Revolving Credit Lender's
            Revolving Credit Loans and the obligation of the Borrowers to repay
            such Revolving Credit Loans shall be evidenced by either (i) this
            Agreement or (ii) a Revolving Credit Note executed by the Borrowers
            payable to the order of such Revolving Credit Lender. Each Revolving
            Credit Note shall bear interest on the unpaid principal amount
            thereof at the applicable interest rate per annum specified in
            Section 5.1.

                  (b)   Notwithstanding the foregoing clause (a), it is
            understood and agreed that a Register shall be maintained by the
            Administrative Agent and an account may be maintained by each
            Lender, in each case pursuant to Section

<PAGE>

            15.10(d), that will reflect, among other things, the amount of
            outstanding Revolving Credit Loans made to the Borrowers by each
            applicable Lender."

            (b)   Section 4.6 is amended and restated to read in full as
follows:

                  "Term Notes.

                  (a)   Term A Notes. Each Term A Lender's Term A Loans and the
            obligations of the Borrowers to repay such Term A Loans shall be
            evidenced by either (i) this Agreement or (ii) a Term A Note
            executed by the Borrowers payable to the order of such Term A
            Lender. Each Term A Note shall bear interest on the unpaid principal
            amount thereof at the applicable interest rate per annum specified
            in Section 5.1.

                  (b) Term B Notes. Each Term B Lender's Term B Loans and the
            obligations of the Borrowers to repay such Term B Loans shall be
            evidenced by either (i) this Agreement or (ii) a Term B Note
            executed by the Borrowers payable to the order of such Term B
            Lender. Each Term B Note shall bear interest on the unpaid principal
            amount thereof at the applicable interest rate per annum specified
            in Section 5.1.

                  (c)   Term C Notes. Each Term C Lender's Term C Loans and the
            obligations of the Borrowers to repay such Term C Loans shall be
            evidenced by either (i) this Agreement or (ii) a Term C Note
            executed by the Borrowers payable to the order of such Term C
            Lender. Each Term C Note shall bear interest on the unpaid principal
            amount thereof at the applicable interest rate per annum specified
            in Section 5.1.

                  (d)   Term D Notes. Each Term D Lender's Term D Loans and the
            obligations of the Borrowers to repay such Term D Loans shall be
            evidenced by either (i) this Agreement or (ii) a Term D Note
            executed by the Borrowers payable to the order of such Term D
            Lender. Each Term D Note shall bear interest on the unpaid principal
            amount thereof at the applicable interest rate per annum specified
            in Section 5.1.

                  (e)   Notwithstanding the foregoing clauses (a) though (d), it
            is understood and agreed that a Register shall be maintained by the
            Administrative Agent and an account may be maintained by each
            Lender, in each case pursuant to Section 15.10(d), that will
            reflect, among other things, the amount of outstanding Term A Loans,
            Term B Loans, Term C Loans and Term D Loans made to the Borrowers by
            each applicable Lender."

            (c)   Section 15.10(b) is amended by adding to the first sentence
thereof the parenthetical "(if any)" after the words "owing to it and the
Notes".

            (d)   Section 15.10(d) is amended and restated to read in full as
follows:

                                       2
<PAGE>

                        "(d)  Loan Accounts and Register. (i) Each Lender is
            authorized to maintain in accordance with its usual practice an
            account or accounts evidencing the indebtedness of the Borrowers to
            such Lender resulting from each Loan owing to such Lender from time
            to time, including the amounts of principal and interest payable and
            paid to such Lender from time to time hereunder.

                        (ii)  The Administrative Agent shall maintain a register
            (the "Register") which shall record (a) the names, addresses and
            Commitments of each Lender hereunder and the amount of any principal
            or interest due and payable or to become due and payable from the
            Borrowers to each Lender hereunder, (b) the date and amount of each
            Loan made hereunder and, if appropriate, the Interest Period
            applicable thereto, (c) the terms of each Assignment and Acceptance
            delivered to and accepted by it (including any change to the
            Commitments resulting therefrom) and (d) the amount of any sum
            received by the Administrative Agent from the Borrowers hereunder
            and each Lender's share thereof.

                        (iii) Entries made in good faith by the Administrative
            Agent in the Register pursuant to clause (ii) above and by a Lender
            in its account or accounts pursuant to clause (i) above shall be
            prima facie evidence of the amount of principal and interest due and
            payable or to become due and payable from the Borrowers to, in the
            case of the Register, each Lender and, in the case of such account
            or accounts, such Lender, under this Agreement, absent manifest
            error; provided, however, that the failure of the Administrative
            Agent or such Lender to make an entry, or any finding that an entry
            is incorrect, in the Register or such account or accounts shall not
            limit or otherwise affect the obligations of the Borrowers under
            this Agreement. In the event of any conflict between the accounts
            and records maintained by the Administrative Agent and the accounts
            and records of any Lender in respect of such matters, the accounts
            and records of the Administrative Agent shall control in the absence
            of manifest error. The Register shall be available for inspection by
            the Borrowers or any Lender at any reasonable time and from time to
            time upon reasonable prior notice."

            (e)   Section 15.10(e) is amended and restated to read in full as
follows:

                        "(e)  Issuance of New Notes. Upon its receipt of an
            Assignment and Acceptance executed by an assigning Lender and an
            Eligible Assignee together with any Note or Notes subject to such
            assignment and the written consent to such assignment, the
            Administrative Agent shall, if such Assignment and Acceptance has
            been completed in accordance with the requirements set forth herein
            and is substantially in the form of Exhibit G:

                        (i)   accept such Assignment and Acceptance; and

                        (ii)  record the information contained therein in the
            Register.

                                       3
<PAGE>

                        Upon the request of any Lender (including any Eligible
            Assignee that becomes a Lender pursuant to an Assignment and
            Acceptance) made through the Administrative Agent, the Borrowers (at
            their expense) shall execute and deliver to such Lender (through the
            Administrative Agent), a Note or Notes, which shall evidence such
            Lender's Loans. Each surrendered Note or Notes shall be held by the
            Administrative Agent (and not be cancelled, but may be stamped
            "substituted and replaced" or a similar notation) until all
            Obligations have been indefeasibly and irrevocably paid and
            satisfied in full. To the extent any Note is surrendered and a new
            Note is not issued in respect of the Obligations represented by such
            surrendered Note, this Agreement and the Register shall serve to
            evidence the Obligations of the Borrowers to the applicable
            Lender(s) in respect of such surrendered Note. The issuance of a new
            Note or Notes in substitution of the Note or Notes previously issued
            shall not comprise a novation or cancellation of indebtedness. In
            furtherance of the foregoing, each Note issued to a Person that was
            a Lender hereunder but that is no longer a Lender hereunder pursuant
            to an assignment of all of its interests hereunder (whether pursuant
            to one or more Assignment and Acceptances or otherwise) that was not
            exchanged for the issuance of a replacement Note or Notes shall be
            deemed to be substituted and replaced (but not cancelled or novated)
            by this Agreement and the Register and, to the extent applicable,
            the accounts of the Lenders created under this Agreement."

            (f)   Exhibit A-4 to the Credit Agreement is amended effective for
all Term C Notes issued after this Amendment Effective Date, by adding at the
top of the first page above "Term Note C" the following:

                        "This note is one of a series of notes which amend and
            restate but do not extinguish the obligations under those certain
            notes executed in connection with that certain Third Amended and
            Restated Credit Agreement dated as of September 13,2002, and as
            further amended, amended and restated, supplemented or otherwise
            modified from time to time, by and among Choice One Communications
            Inc., as Guarantor, its Subsidiaries, as Borrowers, the Lenders who
            are or may become party thereto, as Lenders, and Wachovia Investors.
            Inc., as Administrative Agent and Collateral Agent."

            (g)   Exhibit A-5 to the Credit Agreement is amended effective for
all Term D Notes issued after this Amendment Effective Date, by adding at the
top of the first page above "Term Note D" the following:

                        "This note is one of a series of notes which amend and
            restate but do not extinguish the obligations under those certain
            notes executed in connection with that certain Third Amended and
            Restated Credit Agreement dated as of September 13,2002, and as
            further amended, amended and restated, supplemented or otherwise
            modified from time to time, by and among Choice One Communications
            Inc., as Guarantor, its Subsidiaries, as Borrowers, the Lenders who
            are or may become party thereto, as Lenders, and Wachovia Investors,
            Inc., as Administrative Agent and Collateral Agent."

                                       4
<PAGE>

            (h)   Exhibit G to the Credit Agreement is amended and restated to
read in full as set forth in Annex 1 hereto.

            SECTION 2. Condition of Effectiveness. This Amendment shall become
effective as of the date first above written (the "AMENDMENT EFFECTIVE DATE"
when, and only when the Administrative Agent shall have notified the parties
hereto that it has received counterparts of (i) this Amendment executed by the
Guarantor, the Borrowers and the Required Lenders or, as to any of the Lenders,
advice satisfactory to the Administrative Agent that such Lender has executed
this Amendment and (ii) the Consent attached to this Amendment executed by each
of the Pledgors and each of the Grantors designated therein.

            SECTION 3. Representations and Warranties of the Borrowers. The
Guarantor and each Borrower, respectively, represents and warrants that this
Amendment has been duly executed and delivered by the Guarantor and the
Borrowers. This Amendment and each of the other Loan Documents, as amended
hereby, to which the Guarantor or any of the Borrowers is a party are legal,
valid and binding obligations of such party, enforceable against such party in
accordance with their respective terms.

            SECTION 4. Reference to and Effect on the Loan Document; Etc.
(a) On and after the Amendment Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.

            (b)   The Credit Agreement, as specifically amended by this
Amendment, is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed. Without limiting the generality of the
foregoing, the Security Documents and all of the Collateral described therein do
and shall continue to secure the payment of all Obligations of the Borrowers and
the Guarantor under the Loan Documents, in each case as amended by this
Amendment.

            (c)   The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Administrative Agent under the Loan
Documents, nor constitute a waiver of any provision of the Loan Documents.

            (d)   The Borrowers and the Guarantor jointly and severally agree to
promptly pay all reasonable expenses of General Electric Capital Corporation in
connection with the preparation, execution and delivery of this Amendment and
all matters related thereto.

            SECTION 5. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.

                                       5
<PAGE>

            SECTION 6. Modifications to this Amendment. Any provision of this
Amendment may be modified with the written consent of the Borrowers, the
Guarantor and the Required Lenders, except for any provision that, pursuant to
Section 15.11 of the Credit Agreement, would require the consent of all the
Lenders (in which case the written consent of all the Lenders shall be
required).

            SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK

                  [Remainder of Page Left Intentionally Blank]

                                       6
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                BORROWERS:

                                CHOICE ONE COMMUNICATIONS OF NEW YORK INC.
                                CHOICE ONE COMMUNICATIONS OF PENNSYLVANIA INC.
                                CHOICE ONE COMMUNICATIONS OF MASSACHUSETTS INC.
                                CHOICE ONE COMMUNICATIONS INTERNATIONAL INC.
                                CHOICE ONE COMMUNICATIONS OF RHODE ISLAND INC.
                                CHOICE ONE COMMUNICATIONS OF CONNECTICUT INC.
                                CHOICE ONE COMMUNICATIONS OF MAINE INC.
                                CHOICE ONE OF NEW HAMPSHIRE INC.
                                CHOICE ONE COMMUNICATIONS OF OHIO INC.
                                CHOICE ONE COMMUNICATIONS OF VERMONT INC.
                                CHOICE ONE ONLINE INC.
                                CHOICE ONE COMMUNICATIONS OF VIRGINIA INC.
                                CHOICE ONE COMMUNICATIONS SERVICES INC.
                                US XCHANGE INC.
                                US XCHANGE OF INDIANA, L.L.C.
                                US XCHANGE OF ILLINOIS, L.L.C.
                                US XCHANGE OF WISCONSIN, L.L.C.
                                US XCHANGE OF MICHIGAN, L.L.C.

                                By  /s/ Ajay Sabherwal
                                   --------------------------------------
                                    Name:Ajay Sabherwal
                                    Title: CFO

                                        for each of the entities set forth above

                                GUARANTOR:

                                CHOICE ONE COMMUNICATIONS INC.

                                By  /s/ Ajay Sabherwal
                                   --------------------------------------
                                    Ajay Sabherwal
                                    Title: CFO

<PAGE>

                                FERNWOOD ASSOCIATES, L.P., as Lender

                                By: /s/ Thomas P. Borger
                                    -------------------------------------
                                    Name: Thomas P. Borger
                                    Title: General Partner

                                GOLDMAN SACH CREDIT  PARTNERS, I.P.,
                                as Lender

                                By: /s/ Pedro Ramirez
                                    -------------------------------------
                                    Name: Pedro Ramirez
                                    Title: Authorized Signatory

                                SCOGGIN CAPITAL MANAGEMENT, LP II,
                                as Lender

                                By: /S/ Craig Effron
                                    -------------------------------------
                                    Name: Craig Effron
                                    Title:

                                STRATEGIC VALUE MASTER FUND,LTD,AS
                                LENDER

                                BY: /s/ Vivianne Hernandez
                                    -------------------------------------
                                    NAME: Vivianne Hernandez
                                    Title: Authorized Signatory

<PAGE>

                                CARGILL FINANCIAL SERVICES
                                INTERNATIONAL,Inc., AS Lender

                                By: /s/ Mark Guidinger
                                    -------------------------------------
                                    Name: Mark Guidinger
                                    Title: Portfolio Manager

                                    /s/ Christopher J. Hedberg
                                    -------------------------------------
                                    Christopher J. Hedberg
                                    Operation Manager

                                CREDIT SUISSE FIRST BOSTON, as Lender

                                By: /s/ Joseph Brosnan
                                    -------------------------------------
                                    Name: Joseph Brosnan
                                    Title:Vice President

                                DEUTSCHE BANK AND TRUST COMPANY
                                AMERICAS, as Lender
                                By: DB Services New Jersey, Inc.

                                By: /s/ Edward Schaffer
                                    -------------------------------------
                                    Name: Edward Schaffer
                                    Title: Vice President

<PAGE>

                                GENERAL ELECTRIC CAPITAL CORPORATION,
                                as Administrative Agent, Collateral Agent,
                                Syndication Agent and Lender

                                By: /s/ Christopher T. Nicholls
                                   --------------------------------------
                                    Name: Christopher T. Nicholls
                                    Title: Senior Vice President


                                MORGAN STANLEY SENIOR FUNDING, INC.,
                                as Documentation Agent and Leader

                                By: /s/ Ian Sandler
                                    -------------------------------------
                                    Name: Ian Sandler
                                    Title:

                                BANK OF AMERICA, N.A., as Lender

                                By: /s/ Laura T. Sweet
                                    -------------------------------------
                                    Name:  Laura T. Sweet
                                    Title: Assistant Vice President

                                BEAR STEARNS INVESTMENT PRODUCTS INC.,
                                as Lender

                                By: /s/  John McDermott
                                    -------------------------------------
                                    Name:   JOHN McDERMOTT
                                    Title:  VICE PRESIDENT


<PAGE>

                                                 Annex 1 to the Fourth Amendment

                        Exhibit G to the Credit Agreement

                       FORM OF ASSIGNMENT AND ACCEPTANCE

            Reference is made to the Third Amended and Restated Credit Agreement
dated as of September 13, 2002 (as further amended, amended and restated,
supplemented or otherwise modified, from time to time, the "Credit Agreement")
by and among Choice One Communications Inc., a Delaware corporation, as
Guarantor, its Subsidiaries listed on the signature pages thereto, as Borrowers,
the lenders party thereto (the "Lenders"). General Electric Capital Corporation,
as Administrative Agent and Collateral Agent (successor to Wachovia Investors,
Inc. in such capacities) and the other Agents party thereto. Capitalized terms
used herein which are not defined herein shall have the meanings assigned
thereto in the Credit Agreement.

            Each "Assignor" referred to on Schedule 1 hereto (each, an
"Assignor") and each "Assignee" referred to on Schedule 1 hereto (each, an
"Assignee") agrees severally with respect to all information relating to it and
its assignment hereunder and on Schedule 1 hereto as follows:

            1.    Such Assignor hereby sells and assigns, without recourse
except as to the representations and warranties made by it herein, to such
Assignee, and such Assignee hereby purchases and assumes from such Assignor as
of the Effective Date (as defined below), the interests described in Schedule 1
hereto (the "Assigned Interest"), in and to such Assignor's outstanding rights
and obligations under the Credit Agreement with respect to those credit
facilities contained in the Credit Agreement as are set forth on Schedule 1
hereto, in a principal amount for each such credit facility as set forth on
Schedule 1 hereto. After giving effect to such sale and assignment, such
Assignee's Commitments and the amount of the Loans owing to such Assignee will
be as set forth on Schedule 1 hereto.

            2.    Such Assignor (i) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance, that its name set forth
on Schedule 1 hereto is its legal name, that it is the legal and beneficial
owner of the Assigned Interest and that such interest or interests are free and
clear of any adverse claim; (ii) makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of, or the perfection or priority of any lien or security interest created
or purported to be created under or in connection with, the Credit Agreement or
any other Loan Document or any other instrument or document furnished pursuant
thereto, other than as set forth in clause (i) above; (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Company or its Subsidiaries or the performance or
observance by the Company or any of its Subsidiaries of any of their obligations
under any Loan Document or any other instrument or document furnished or
executed pursuant thereto; and (iv) attaches the applicable Note or Notes held
by such Assignor, if any.

            3.    Such Assignee (i) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance and that its name set
forth on Schedule 1 hereto is its legal name; (ii) confirms that it has received
a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 8.1 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (iii) agrees
that it will, independently and without reliance upon any Assignor or any other
Lender or Agent and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iv) confirms that it is an
Eligible Assignee; (v) appoints and authorizes each Agent to take such action as

<PAGE>

agent on its behalf and to exercise such powers and discretion under the Credit
Agreement and the other Loan Documents as are delegated to such Agent by the
terms thereof, together with such powers and discretion as are reasonably
incidental thereto; (vi) agrees that it will perform in accordance with their
terms all of the obligations that by the terms of the Credit Agreement and the
other Loan Documents are required to be performed by it as a Lender and agrees
to be bound by the terms of the Intercreditor Agreement; (vii) agrees to hold
all confidential information in a manner consistent with the provisions of
Section 15.10(g) of the Credit Agreement; and (viii) includes herewith for the
Administrative Agent the two forms required by Section 5.11(e) of the Credit
Agreement (if not previously delivered).

            4.    Following the execution of this Assignment and Acceptance, it
will be delivered to the Administrative Agent for, to the extent required by the
Credit Agreement, consent by the Borrowers and the Administrative Agent and
acceptance and recording in the Register. The effective date for this Assignment
and Acceptance (the "Effective Date") shall be the date of acceptance hereof by
the Administrative Agent, unless otherwise specified on Schedule 1 hereto.

            5.    Upon such consents and the acceptance and recording by the
Administrative Agent, as of the Effective Date, (i) such Assignee shall be a
party to the Credit Agreement and the other Loan Documents to which Lenders are
parties and, to the extent provided in this Assignment and Acceptance, have the
rights and obligations of a Lender under each such agreement and (ii) such
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement and the other Loan Documents (other than its rights and obligations
under the Loan Documents that are specified under the terms of such Loan
Documents to survive the payment in full of the Obligations of the Borrowers and
the Guarantor under the Loan Documents to the extent any claim thereunder
relates to an event arising prior to the Effective Date of this Assignment and
Acceptance) and, if this Assignment and Acceptance covers all of the remaining
portion of the rights and obligations of such Assignor under the Credit
Agreement, such Assignor shall cease to be a party thereto.

            6.    Upon such consents and the acceptance and recording by the
Administrative Agent, from and after the Effective Date, the Administrative
Agent shall make all payments under the Credit Agreement and the Notes in
respect of the interests assigned hereby (including, without limitation, all
payments of principal, interest and fees with respect thereto) to such Assignee.
Such Assignor and such Assignee shall make all appropriate adjustments in
payments under the Credit Agreement and the Notes for periods prior to the
Effective Date or with respect to the making of this assignment directly between
themselves.

            7.    This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.

            8.    This Assignment and Acceptance may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of an original executed counterpart of
this Assignment and Acceptance.

            IN WITNESS WHEREOF, each Assignor and each Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.

                                       2
<PAGE>

                                   SCHEDULE 1
                                       TO
                            ASSIGNMENT AND ACCEPTANCE

<TABLE>
<S>                                                    <C>       <C>       <C>        <C>       <C>
ASSIGNORS:
--------------------------------------------------------------------------------------------------------
REVOLVING CREDIT FACILITY
--------------------------------------------------------------------------------------------------------
      Percentage interest assigned                          %         %          %         %           %
--------------------------------------------------------------------------------------------------------
      Revolving Credit Commitment assigned*            $         $         $          $         $
--------------------------------------------------------------------------------------------------------
      Aggregate outstanding principal amount of
            Revolving Credit Loans assigned            $         $         $          $         $
--------------------------------------------------------------------------------------------------------
TERM A FACILITY
--------------------------------------------------------------------------------------------------------
      Percentage interest assigned*                         %         %          %         %           %
--------------------------------------------------------------------------------------------------------
       Outstanding principal amount of
            Term A Loan assigned                       $         $         $          $         $
--------------------------------------------------------------------------------------------------------
TERM B FACILITY
--------------------------------------------------------------------------------------------------------
      Percentage interest assigned*                         %         %          %         %           %
--------------------------------------------------------------------------------------------------------
       Outstanding principal amount of
            Term B Loan assigned                       $         $         $          $         $
--------------------------------------------------------------------------------------------------------
TERM C FACILITY
--------------------------------------------------------------------------------------------------------
      Percentage interest assigned*                         %         %          %         %           %
--------------------------------------------------------------------------------------------------------
      Outstanding principal amount of
            Term C Loan assigned                       $         $         $          $         $
--------------------------------------------------------------------------------------------------------
TERM D FACILITY
--------------------------------------------------------------------------------------------------------
      Percentage interest assigned*                         %         %          %         %           %
--------------------------------------------------------------------------------------------------------
      Outstanding principal amount of
            Term D Loan assigned                       $         $         $          $         $
--------------------------------------------------------------------------------------------------------
</TABLE>

----------
* Calculate the percentage that is assigned to 9 decimal places and show as a
percentage of aggregate Commitments/Loans of all Lenders in respect of the
applicable facility.

<PAGE>

<TABLE>
<S>                                                    <C>       <C>       <C>        <C>       <C>
ASSIGNEES:
--------------------------------------------------------------------------------------------------------
REVOLVING CREDIT FACILITY
--------------------------------------------------------------------------------------------------------
      Percentage interest assumed*                          %         %          %         %           %
--------------------------------------------------------------------------------------------------------
      Revolving Credit Commitment assumed              $         $         $          $         $
--------------------------------------------------------------------------------------------------------
      Aggregate outstanding principal amount of
           Revolving Credit Loans assumed              $         $         $          $         $
--------------------------------------------------------------------------------------------------------
TERM A FACILITY

      Percentage interest assumed*                          %         %          %         %           %
--------------------------------------------------------------------------------------------------------
      Outstanding principal amount of
            Term A Loan assumed                        $         $         $          $         $
--------------------------------------------------------------------------------------------------------
TERM B FACILITY
--------------------------------------------------------------------------------------------------------
      Percentage interest assumed*                          %         %          %         %           %
--------------------------------------------------------------------------------------------------------
      Outstanding principal amount of
            Term B Loan assumed                        $         $         $          $         $
--------------------------------------------------------------------------------------------------------
TERM C FACILITY
--------------------------------------------------------------------------------------------------------
      Percentage interest assumed*                          %         %          %         %           %
--------------------------------------------------------------------------------------------------------
      Outstanding principal amount of
            Term C Loan assumed                        $         $         $          $         $
--------------------------------------------------------------------------------------------------------
TERM D FACILITY
--------------------------------------------------------------------------------------------------------
      Percentage interest assumed*                          %         %          %         %           %
--------------------------------------------------------------------------------------------------------
      Outstanding principal amount of
            Term D Loan assumed                        $         $         $          $         $
--------------------------------------------------------------------------------------------------------
</TABLE>

----------
* Calculate the percentage that is assumed to 9 decimal places and show as a
 percentage of aggregate Commitments/Loans of all Lenders in respect of the
 applicable facility.

                                       2
<PAGE>

Effective Date (if other than date of acceptance by Administrative Agent):
 1[________________,200]

                                   ASSIGNOR(s)

                                   ________________________________, as Assignor
                                   [Type or print legal name of Assignor].

                                   By     ____________________________________
                                          Name:
                                   Title:

                                   Dated: ______________ , ________

                                   ________________________________, as Assignor
                                   [Type or print legal name of Assignor].

                                   By     ____________________________________
                                          Name:
                                   Title:

                                   Dated: ______________ , ________

                                   [Etc.]

----------
1     This date should be no earlier than five Business Days after the delivery
      of this Assignment and Acceptance to the Administrative Agent.

                                       3
<PAGE>

                                   ASSIGNEE(S)

                                   ________________________________, as Assignee
                                   [Type or print legal name of Assignee]

                                   By_________________________________________
                                         Name:
                                   Title:

                                   Dated: ______________ , ________

                                                Lending Office Address:
                                                ________________________________
                                                ________________________________

                                                Attention:______________________
                                                Telephone:______________________
                                                Fax Number:_____________________

                                   _____________________________, as Assignee
                                   [Type or print legal name of Assignor].

                                   By     ____________________________________
                                          Name:
                                   Title:

                                   Dated: ______________ , ________

                                                Lending Office Address:
                                                ________________________________
                                                ________________________________

                                                Attention:______________________
                                                Telephone:______________________
                                                Fax Number:_____________________

                                   [Etc.]

                                        4
<PAGE>

CONSENTED TO AND ACCEPTED
THIS_______DAY OF________________, 200_:

GENERAL ELECTRIC CAPITAL CORPORATION,
    as Administrative Agent

 By________________________________
   Name:
   Title:

(1)[CONSENTED TO AND ACKNOWLEDGED:]

CHOICE ONE COMMUNICATIONS OF NEW YORK INC.
CHOICE ONE COMMUNICATIONS OF PENNSYLVANIA INC.
CHOICE ONE COMMUNICATIONS OF MASSACHUSETTS INC.
CHOICE ONE COMMUNICATIONS INTERNATIONAL INC.
CHOICE ONE COMMUNICATIONS OF RHODE ISLAND INC.
CHOICE ONE COMMUNICATIONS OF CONNECTICUT INC.
CHOICE ONE COMMUNICATIONS OF MAINE INC.
CHOICE ONE OF NEW HAMPSHIRE INC.
CHOICE ONE COMMUNICATIONS OF OHIO INC.
CHOICE ONE COMMUNICATIONS OF VERMONT INC.
CHOICE ONE ONLINE INC.
CHOICE ONE COMMUNICATIONS OF VIRGINIA INC.
CHOICE ONE COMMUNICATIONS SERVICES INC.
US XCHANGE INC.
US XCHANGE OF INDIANA, LLC.
US XCHANGE OF ILLINOIS, LLC.
US XCHANGE OF WISCONSIN, L.L.C
US XCHANGE OF MICHIGAN, L.LC.

By: _______________________________
    Name:
    Title:
            for each of the entities set forth above
----------

(1)   If applicable pursuant to Section 15.10.

                                       5
<PAGE>

(1)[CONSENTED TO AND ACKNOWLEDGED:]

CHOICE ONE COMMUNICATIONS INC.

By_________________________________
  Name:
  Title:

----------
(1)   Required if the Assignee is an Eligible Assignee solely by reason of
      clause (g) of the definition of "Eligible Assignee" and no Default has
      occurred and is continuing.

                                       6
<PAGE>

                                     CONSENT

                                                         Dated as of May 25,2004

            Each of the undersigned, as a Grantor and/or Pledgor under the Third
Amended and Restated Security Agreement, dated as of September 13,2002 (as
amended, supplemented or otherwise modified through the date hereof, the
"SECURITY AGREEMENT") and/or the Third Amended and Restated Pledge Agreement,
dated as of September 13,2002 (as amended, supplemented or otherwise modified
through the date hereof, the "PLEDGE AGREEMENT"), in each case, in favor of the
Administrative Agent, for its benefit and the benefit of the Lenders parties to
the Credit Agreement referred to in the foregoing Fourth Amendment (the
"AMENDMENT"), hereby consents to such Amendment and hereby confirms and agrees
that (a) notwithstanding the effectiveness of such Amendment, each of the
Security Agreement and the Pledge Agreement is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of such Amendment, each reference in
the Security Agreement and the Pledge Agreement to the "Credit Agreement",
"thereunder", "thereof or words of like import shall mean and be a reference to
the Credit Agreement, as amended by such Amendment, and (b) the Security
Documents to which such Grantor or such Pledgor, as the case may be, is a party
and all of the Collateral described therein do, and shall continue to, secure
the payment of all of the Secured Obligations (in each case, as defined
therein).

                                 CHOICE ONE COMMUNICATIONS INC.
                                 CHOICE ONE COMMUNICATIONS OF NEW YORK INC.
                                 CHOICE ONE COMMUNICATIONS OF PENNSYLVANIA INC.
                                 CHOICE ONE COMMUNICATIONS OF MASSACHUSETTS INC
                                 CHOICE ONE COMMUNICATIONS INTERNATIONAL INC
                                 CHOICE ONE COMMUNICATIONS OF RHODE ISLAND INC.
                                 CHOICE ONE COMMUNICATIONS OF CONNECTICUT INC.
                                 CHOICE ONE COMMUNICATIONS OF MAINE INC.
                                 CHOICE ONE OF NEW HAMPSHIRE INC.
                                 CHOICE ONE COMMUNICATIONS OF OHIO INC.
                                 CHOICE ONE COMMUNICATIONS OF VERMONT INC.
                                 CHOICE ONE ONLINE INC.
                                 CHOICE ONE COMMUNICATIONS OF VIRGINIA INC.
                                 CHOICE ONE COMMUNICATIONS SERVICES INC.
                                 US XCHANGE INC.
                                 US XCHANGE OF INDIANA, L.L.C.
                                 US XCHANGE OF ILLINOIS, L.L.C.
                                 US XCHANGE OF WISCONSIN, L.L.C.
                                 US XCHANGE OF MICHIGAN,

                                 By: /s/ Ajay Sabherwal
                                     -------------------------------------------
                                     Name: Ajay Sabherwal
                                     Title: CFO

</TEXT>
</DOCUMENT>
