UNIT PURCHASE AGREEMENT

by and among

U.S. TELESOURCE, INC.

and

ANSCHUTZ DIGITAL MEDIA, INC.

Dated as of June 21, 2000

UNIT PURCHASE AGREEMENT

This UNIT PURCHASE AGREEMENT, dated as of June 21, 2000 (this "Agreement"), by and among U.S. Telesource, Inc., a Delaware corporation ("Purchaser"), and Anschutz Digital Media, Inc., a Colorado corporation ("Seller").

RECITALS

A. Seller and Purchaser each own 50% (or 96,395,214) of the issued and outstanding Class A Units of Slingshot Networks, LLC, a Delaware limited liability company ("Slingshot").

B. Seller desires to sell to Purchaser 48,197,607 Class A Units of Slingshot (the "Units"), and Purchaser desires to purchase the Units from Seller.

AGREEMENT

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

ARTICLE I
DEFINITIONS AND TERMS

Section 1.1 Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth or as referenced below:

"Affiliate" shall mean, as to any Person (i) any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person, (ii) any corporation or organization (other than a Subsidiary of such Person) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (iii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, and (iv) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person or who is a director or officer of such Person or any of its parents or Subsidiaries. The term "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") as applied to any Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise. Notwithstand- ing the foregoing, except as otherwise expressly provided, Purchaser and any of its Affiliates that would constitute Affiliates of Seller only by virtue of being Affiliates of Qwest Communications International Inc. shall be deemed not to be Affiliates of Seller for the purposes of this Agreement.

"Agreement" shall have the meaning set forth in the introductory paragraph to this Agreement.

"Business Day" shall mean any day other than a Saturday, a Sunday or a day on which banks in Denver, Colorado are authorized or obligated by law or executive order to close.

"Class A Units" shall mean Class A units of membership interest in Slingshot.

"Closing" shall have the meaning set forth in Section 3.1 hereof.

"Closing Date" shall have the meaning set forth in Section 3.1 hereof.

"Damages" shall have the meaning set forth in Section 8.2(a) hereof.

"Existing Operating Agreement" shall mean the amended and restated limited liability company operating agreement of Slingshot as in effect on the date hereof.

"Governmental Authority" shall mean any foreign, national, federal, state or local judicial, legislative, executive or governmental regulatory authority.

"Liabilities" shall mean debts, liabilities, commitments, obligations, duties and responsibilities of any kind and description, whether absolute, accrued, contingent, monetary or nonmonetary, direct or indirect, matured or unmatured or of any other nature, including, but not limited to, liabilities on account of taxes, other governmental charges or lawsuits brought, whether or not of a kind required by generally accepted accounting principles to be set forth on a financial statement.

"Liens" shall mean any lien, pledge, mortgage, security interest, lease, charge, option, right of first refusal, easement, servitude, transfer re- striction under any shareholder or similar agreement, or any other encumbrance of any nature whatsoever.

"Note" shall have the meaning set forth in Section 2.2.

"Person" shall mean an individual, a corporation, a partnership, limited liability company, an association, a trust or other entity or organization.

"Purchase Price" shall have the meaning set forth in Section 2.2 hereof.

"Purchaser" shall have the meaning set forth in the introductory paragraph to this Agreement.

"Purchaser Indemnified Parties" shall mean Purchaser and its successors, assigns, Affiliates, agents and employees.

"Restated Operating Agreement" shall mean the amended and restated limited liability company operating agreement of Slingshot to be executed on the Closing Date in the form attached hereto as Exhibit B.

"Seller" shall have the meaning set forth in the introductory paragraph to this Agreement.

"Seller Indemnified Parties" shall mean Seller and its successors, assigns, Affiliates, agents and employees.

"Slingshot" shall have the meaning set forth in the first recital to this Agreement.

"Subsidiary" shall mean, with respect to any Person, any corporation, partnership or other organization, whether incorporated or unincorporated, of which such Person or any other subsidiary of such person beneficially owns a majority of the voting or equity interests.

"Taxes" shall mean all taxes, charges, fees, duties, levies, penalties or other assessments imposed by any Governmental Authority, including income, gross receipts, excise, property, sales, gain, use, license, capital stock, transfer, franchise, payroll, withholding, social security or other taxes, including any interest, penalties or additions attributable thereto.

Section 1.2 Terms Generally. The definitions in Sections 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation" even if not followed actually by such phrase unless the context expressly provides otherwise. Unless otherwise expressly defined, terms defined in the Agreement shall have the same meanings when used in any Exhibit and terms defined in any Exhibit shall have the same meanings when used in the Agreement or in any other Exhibit. The words "herein," "hereof," "hereto" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement. The phrase "made available" in this Agreement shall mean that the information referred to has been made available by the party in question. The phrases "the date of this Agreement," "the date hereof" and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the introductory paragraph of this Agreement. References to "dollars" or "$" in this Agreement shall mean United States dollars unless the context provides otherwise.

ARTICLE II
PURCHASE AND SALE OF UNITS

Section 2.1 Transfer of Units. On the Closing Date and subject to the terms and conditions set forth in this Agreement, the Seller will sell, convey, assign, transfer and deliver the Units to the Purchaser, free and clear of all Liens.

Section 2.2 Purchase Price. Subject to this Article II, the total consideration (the "Purchase Price") to be paid by Purchaser to Seller for the Units shall be $48,197,607. Payment of $4,819,760.70 shall be made by the Purchaser by wire transfer payable to the order of Seller at Closing, with the balance of the Purchase Price in the amount of $43,377,846.30 being payable by the Purchaser to the Seller by means of a promissory note (the "Note") in the form attached hereto as Exhibit C.

ARTICLE III
THE CLOSING

Section 3.1 Closing. The delivery of the Units pursuant to Section 2.1 and the payment of the Purchase Price pursuant to Section 2.2 (hereinafter called the "Closing") shall take place at 10:00 a.m. (Denver time) at the offices of Hogan & Hartson, 1200 17th Street, Suite 1500, Denver, Colorado, on June 21, 2000 or on such other date, time and place as may be mutually agreed upon by the parties hereto. The date on which the Closing occurs is referred to herein as the "Closing Date." Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the parties hereto agree that the closing of the transactions contemplated herein shall be deemed to take effect at 12:01 a.m. (Denver time) on the Closing Date.

Section 3.2 Closing Deliveries.

(a) By Seller. At the Closing, Seller shall deliver or cause to be delivered to the Purchaser the following:

(i) the certificate described in Section 7.2(c) here- of; and

(ii) an executed copy of the Restated Operating Agreement.

(b) By the Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller:

(i) the certificate described in Section 7.3(c) hereof;

(ii) the cash portion of the Purchase Price;

(iii) an executed copy of the Note; and

(iiii) an executed copy of the Restated Operating Agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

Section 4.1 Organization; Authorization and Validity. Seller is a corporation organized under the laws of the State of Delaware. Seller is duly organized, validly existing and in good standing and has full power and authority to carry on its business as presently conducted. Seller has full corporate power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by it pursuant hereto and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by Seller of this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant hereto, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action and no other corporate act or proceeding on the part of Seller is necessary to authorize the execution and delivery by Seller of this Agreement or the other documents or instruments to be executed and delivered by Seller pursuant hereto, or the consummation by Seller of the transactions contemplated hereby or thereby. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant hereto have been duly and validly executed and delivered by Seller and, assuming this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant hereto are the valid and binding obligations of such other Persons party hereto or thereto, constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Section 4.2 No Conflict. Neither the execution, delivery or performance by Seller of this Agreement nor the consummation of the transactions contemplated hereby and compliance by Seller with any of the provisions hereof or thereof will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Seller, (b) require any consent, approval or notice under, violate or result in the violation of, conflict with or result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a material benefit under or result in the creation of any Lien upon any of the properties or assets of Seller under any of the terms, conditions or provisions of any material contractual obligation of Seller or (c) violate any order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority applicable to Seller or to which any of its properties or assets may be bound, except in such case as would not materially impair or delay Seller in the consummation of the transactions contemplated hereby.

Section 4.3 Ownership of Units. The Units are owned by Seller free and clear of all Liens, other than any restrictions imposed by federal and state securities laws. Upon the consummation of the transactions contemplated hereby, Purchaser will acquire good title to the Units free and clear of all Liens, other than the restrictions on subsequent transfers imposed by federal and state securities laws.

Section 4.4 Governmental Consents. No consent, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby by Seller.

Section 4.5 Units. Except as set forth in the Existing Operating Agreement, there are no subscriptions, options, warrants, calls, rights, contracts, commitments, understandings, restrictions or arrangements relating to the issuance, sale, transfer or voting of the Units, including any rights of conversion or exchange under any outstanding securities or other instruments.

Section 4.6 No Undisclosed Liabilities. To the knowledge of ADMI, Slingshot has no Liabilities that would be material to Slingshot taken as a whole, except for such Liabilities as (a) are reflected on Slingshot's balance sheetdated March 31, 2000 or (b) were incurred since March 31, 2000 in the ordinary course of business consistent with past practices and which individually and in the aggregate have not had and could not reasonably be expected to have a material adverse effect on the business and operations of Slingshot taken as a whole.

Section 4.7 Absence of Certain Changes. To the knowledge of ADMI, since October 22, 1999 there have not been any developments or events which have had or could reasonably be expected, with the passage of time, to have, a material adverse effect on the business and operations of Slingshot taken as a whole.

Section 4.8 Brokers, Finders, Etc. Seller has not employed and is not subject to the valid claim of, nor has Seller incurred any Liability that would be payable by Seller, for any brokerage, finder's or other fees or commissions of any broker, finder or other financial intermediary in connection with the transactions contemplated by this Agreement.

Section 4.9 Other Information. No representations or warranty of Seller in this Agreement, nor any statement, certificate or other document furnished or to be furnished by Seller to Purchaser pursuant to this Agreement, contains any untrue statements or a material fact, or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:

Section 5.1 Organization; Authorization and Validity. Purchaser is a corporation organized under the laws of the State of Delaware. Purchaser is duly organized, validly existing and in good standing and has full power and authority to carry on its business as presently conducted. Purchaser has full corporate power and authority to enter into this Agreement nd the other documents and instruments to be executed and delivered by it pursuant hereto and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by Purchaser of this Agreement and the other documents and instruments to be executed and delivered by Purchaser pursuant hereto, and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action and no other corporate act or proceeding on the part of Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement or the other documents or instruments to be executed and delivered by Purchaser pursuant hereto, or the consummation by Purchaser of the transactions contemplated hereby or thereby. This Agreement and the other documents and instruments to be executed and delivered by Purchaser pursuant hereto have been duly and validly executed and delivered by Purchaser and, assuming this Agreement and the other documents and instruments to be executed and delivered by Purchasers pursuant hereto are the valid and binding obligations of such other Persons a party hereto or thereto, constitutes a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Section 5.2 No Conflict. Neither the execution, delivery or performance by Purchaser of this Agreement and the Note nor the consummation of the transactions contemplated hereby and compliance by Purchaser with any of the provisions hereof or thereof will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Purchaser, (b) require any consent, approval or notice under, violate or result in the violation of, conflict with or result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a material benefit under or result in the creation of any Lien upon any of the properties or assets of Purchaser under any of the terms, conditions or provisions of any material contractual obligation of Purchaser or
(c) violate any order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority applicable to Purchaser or to which any of its properties or assets may be bound, except in such case as would not materially impair or delay Purchaser in the consummation of the transactions contemplated hereby.

Section 5.3 Governmental Consents. No consent order or authorization of, or registration, declaration or filing with, any Governmental Authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby by Purchaser.

Section 5.4 Brokers, Finders, Etc. Purchaser has not employed, and is not subject to the valid claim of, nor has Purchaser incurred any liability that would be payable by Purchaser, for any brokerage, finder's or other fees or commissions of any broker, finder or other financial intermediary in connection with the transactions contemplated by this Agreement.

Section 5.5 Other Information. No representations or warranty of Purchaser in this Agreement, nor any statement, certificate or other document furnished or to be furnished by Purchaser to Seller pursuant to this Agreement, contains any untrue statements or a material fact, or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 5.6 Purchase for Investment. Purchaser is acquiring the Units for investment purposes and not with a view toward any resale or distribution thereof. Purchaser acknowledges that the securities to be acquired in accordance herewith have not been registered for the purpose of the transactions contemplated by this Agreement or otherwise under the Securities Act of 1933, as amended, or under any state securities laws. urchaser will not sell or otherwise distribute all or any portion of the securities acquired hereunder except in compliance with applicable laws relating to the sale or other distribution of securities.

ARTICLE VI
COVENANTS

Section 6.1 Commercially Reasonable Efforts.

(a) Upon the terms and subject to the conditions hereof, each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

(b) In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the parties shall use their commercially reasonable efforts to take, or cause to be taken, all such necessary actions.

Section 6.2 Filings and Consents. The parties hereto shall use all commercially reasonable efforts to obtain and to cooperate in obtaining any consent, approval, authorization or order of, and in making any registration or filing with, any Governmental Authority or other third party required in connection with the execution, delivery or performance of this Agreement and the other documents and instruments to be executed pursuant hereto.

Section 6.3 Publicity. Without the prior consent of the other party hereto, which consent shall not be unreasonably withheld or delayed, neither of the parties hereto shall, nor shall any of them permit Affiliates which any of them control to, issue or cause the publication of any press release or other public statement or announcement with respect to this Agreement or the transactions contemplated hereby except as may be required by law or by obligations pursuant to any listing agreement with a national securities exchange. A party making any statement or announcement pursuant to the requirements of applicable law or the listing agreement of a national securities exchange shall provide a copy thereof to the other parties hereto to the extent possible prior to issuing such statement or announcement.

Section 6.4 Expenses. Whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses.

Section 6.5 No Liens. Seller covenants and agrees that, except for actions taken to implement this Agreement and the transactions contemplated hereby or as consented to by Purchaser, from and after the date of this Agreement and until the Closing Date Seller will not sell, transfer, encumber, grant or make any commitment to grant, any Liens upon, or otherwise dispose of the Units.

Section 6.6 Further Assurances. From and after the Closing Date, Seller and Purchaser shall promptly execute, acknowledge and deliver any other assurances or documents reasonably requested by another party hereto to permit such other party to satisfy its obligations hereunder or to evidence title, or to provide such other party with the benefits enumerated in this Agreement.

ARTICLE VII
CONDITIONS TO CLOSING

Section 7.1 Conditions to the Obligations of Purchaser and Seller. The obligations of each party hereto are subject to the satisfaction (or waiver) at or prior to the Closing of the following conditions:

(a) No Injunction or Litigation. No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which makes the consummation of the transactions contemplated hereby illegal. No litigation shall have been commenced and be continuing that seeks to prevent consummation of the transactions contemplated hereby or that seeks material damages from Purchaser, Seller or any of their Affiliates, in connection with the transactions contemplated hereby.

(b) Consents. All consents, approvals, permits or authorizations required to be obtained, declarations or filings required to be made and waiting periods or terminations required to have occurred prior to the Closing from or with any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, shall have been obtained, made or occurred.

Section 7.2 Conditions to the Obligations of Purchaser. The obligation of Purchaser to effect the Closing is subject to the satisfaction (or waiver by Purchaser) at or prior to the Closing, of the following conditions:

(a) Representation and Warranties. The representations and warranties of Seller contained herein shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing.

(b) Covenants. Seller shall have performed in all respects the covenants and obligations required to be performed by it on or prior to the Closing.

(c) Certificate. Seller shall have furnished Purchaser with a certificate dated the Closing Date, signed on its behalf by an authorized signatory of Seller, to the effect that the conditions set forth in Sections 7.2(a) and (b) have been satisfied.

(d) Seller Deliveries. Seller shall have duly executed, if called for, and delivered to Purchaser each document, instrument and other writing required to be delivered by Seller pursuant to Section 3.2(a).

Section 7.3 Conditions to the Obligations of Seller. The bligations of Seller to effect the Closing is subject to the satisfaction (or waiver by Seller) on or prior to the Closing, of the following conditions:

(a) Representations and Warranties. The representations and warranties of Purchaser contained herein shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing.

(b) Covenants. Purchaser shall have performed in all respects the covenants and obligations required to be performed by it at or prior to the Closing.

(c) Certificate. Purchaser shall have furnished Seller with a certificate dated the Closing Date, signed on its behalf by an authorized signatory of Purchaser, to the effect that the conditions set forth in Sections 7.3(a) and
(b) have been satisfied.

(d) Purchaser Deliveries. Purchaser shall have executed, if called for, and delivered to Seller each document, instrument and other writing required to be delivered by Purchaser pursuant to Section 3.2(b).

ARTICLE VIII
SURVIVAL AND INDEMNIFICATION

Section 8.1 Survival of Representations and Warranties. Each of the representations and warranties made by Purchaser and Seller in this Agreement shall terminate on the date which is 12 months from the Closing Date; provided, however, that the representations and warranties set forth in Section 4.3 shall survive indefinitely. In the event notice of any claim for indemnification under
Section 8.2 or 8.3 hereof shall have been given within the applicable survival period, the representations and warranties that are the subject of such indemnification claim shall survive until such time as such claim is finally resolved. The covenants and agreements of the parties set forth in this Agreement and the indemnification obligations of the parties hereunder shall survive indefinitely except as expressly provided herein.

Section 8.2 Indemnification by Seller.

(a) Subject to the other provisions of this Article VIII, Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against any and all costs, expenses, losses, damages and liabilities (including reasonable attorneys' fees and expenses)("Damages") suffered by any of the Purchaser Indemnified Parties to the extent resulting from, arising out of, or incurred with respect to, or (in the case of claims asserted against any of the Purchaser Indemnified Parties by a third party) alleged to result from, arise out of or have been incurred with respect to, (i) any breach of or inaccuracy in any representation or warranty as of the date made or as of the Closing Date of Seller contained in this Agreement and (ii) any breach of any covenant of any of Seller contained in this Agreement.

(b) In no event shall Seller be liable to the Purchaser Indemnified Parties with respect to any breaches of representations and warranties unless the aggregate Damages therefrom exceed $250,000, and then only to the extent the Damages exceed $250,000. In no event shall the aggregate liability of Seller for Damages resulting from breaches of the representations and warranties set forth in Article IV exceed $1,000,000; provided, however, that no such limitation shall apply to Damages incurred by Purchaser resulting from breaches by Seller of the representations set forth in Section 4.3.

Section 8.3 Indemnification by Purchaser.

(a) Subject to the other provisions of this Article VIII, Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all Damages suffered by any of the Seller Indemnified Parties to the extent resulting from, arising out of, or incurred with respect to, or (in the case of claims asserted against any of the Seller Indemnified Parties by a third party) alleged to result from, arise out of or have been incurred with respect to, (i) any breach of or inaccuracy in any representation or warranty as of the date made or as of the Closing Date of Purchaser contained in this Agreement and (ii) any breach of any covenant of any of Purchaser contained in this Agreement.

(b) In no event shall Purchaser be liable to the Seller Indemnified Parties with respect to any breaches of representations and warranties unless the aggregate Damages therefrom exceed $250,000, and then only to the extent the Damages exceed $250,000. In no event shall the aggregate liability of Purchaser for Damages resulting from breaches of the representations and warranties set forth in Article V exceed $1,000,000.

Section 8.4 Notice and Resolution of Claim.

(a) An indemnified party under this Agreement shall promptly give written notice to the indemnifying party after obtaining knowledge of any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth in Sections 8.2 and 8.3, specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, however, that the failure of the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Article VIII except to the extent the indemnified party's failure to so notify in breach of this Section 8.4(a) materially prejudices the indemnifying party's ability to defend against such third party claim or litigation. The indemnified party shall permit the indemnifying party to assume the defense of any such claim, litigation or any litigation resulting from such third party claim.

(b) If the indemnifying party assumes the defense of any such third party claim or litigation, the obligations of the indemnifying party under this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation (including the retention of legal counsel) and holding the indemnified party harmless from and against any and all losses caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation. The indemnifying party shall not, in the defense of such claim or litigation, consent to entry of any judgment (except with the written consent of the indemnified party) or enter into any settlement (except with the written consent of the indemnified party): (i) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a complete release from, all liability in respect of such claim or litigation, or
(ii) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any indemnified party. The indemnifying party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, with the fees and expenses of such counsel borne by the indemnified party.

(c) Failure by the indemnifying party to notify the indemnified party of its election to assume the defense of any such claim or litigation by a third party within 30 days after notice thereof has been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to assume the defense of such claim or litigation. If the indemnifying party does not assume the defense of such claim or litigation by a third party, the indemnified party may defend or settle such clam or litigation in such matter as the indemnified party may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate.

ARTICLE IX
TERMINATION

Section 9.1 Termination. This Agreement may be terminated at any time prior to Closing:

(a) by written agreement of Purchaser and Seller;

(b) by Seller or Purchaser, by giving written notice of such termination to the other party, if the Closing shall not have occurred on or prior to June 21, 2000; provided, however, that the right to terminate this Agreement under this
Section 9.1(b) shall not be available to any party whose failure to perform any material covenant or obligation under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date;

(c) by either Purchaser or Seller by giving written notice of termination to the other party, if there shall have been a material breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of the other party, which breach is not cured within 10 days following written notice given by the terminating party to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that the right to terminate this Agreement under this Section 9.1 shall not be available if at the time the terminating party is in material breach of any representation, warranty, covenant or other agreement contained herein; or

(d) by either Purchaser or Seller by written notice of termination to the other party if any Governmental Authority of competent jurisdiction shall have issued any statute, rule, regulation, order, decree or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such statute, rule, regulation, order, decree or injunction or other action shall have become final.

Section 9.2 Effect of Termination. In the event of the termination of this Agreement in accordance with Section 9.1 hereof, this Agreement shall thereafter become void and have no effect, and no party thereto shall have any liability to any other party hereto or any of its respective Affiliates, officers or employees, except for the obligations of the parties hereto contained in this
Section 9.2 and in Sections 10.1, 10.5, 10.6 and 10.8 hereof, and provided that nothing contained in this Section 9.2 shall relieve any party from liability for a breach of any provision of this Agreement.

ARTICLE X
MISCELLANEOUS

Section 10.1 Notices. All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by a national courier service, or if sent by facsimile, provided, however, that the facsimile is promptly followed by telephone confirmation thereof to the appropriate person at the address set forth below, or at such other address as may be designated in writing hereafter, in the same manner, by such person.

To Seller:

Anschutz Digital Media, Inc.
555 17th Street, Suite 2400
Denver, Colorado 80202
Telephone: (303) 298-1000
Facsimile: (303) 298-8881
Attention: Craig Slater

with a copy to:

Hogan & Hartson L.L.P.
One Tabor Center
1200 17th Street, Suite 1500
Denver, Colorado 80202
Telephone: (303) 899-7300
Facsimile: (303) 899-7333
Attention: Steven A. Cohen

To Purchaser:

U.S. Telesource, Inc.
700 Qwest Tower
555 17th Street
Denver, Colorado 80202
Telephone: (303) 992-1400
Facsimile: (303) 992-1203
Attention: Marc Weisberg

with a copy to:

O'Melveny & Myers LLP
1999 Avenue of the Stars
Los Angeles, California 90067
Telephone: (310) 246-6727
Facsimile: (310) 246-6779
Attention: Steven Grossman

Any such notice shall be deemed delivered (a) on the date delivered if by personal delivery, (b) on the date upon which the return receipt is signed or delivery is refused or the notice is designed by the postal authorities as a not deliverable, as the case may be, if mailed by registered or certified mail, (c) on the next succeeding business day if sent by national courier service, or (d) on the date telecommunicated if by telecopier if confirmed by telephone confirmation.

Section 10.2 Amendment, Waiver. Any provision of this Agreement may be amended or waived if, and only if such amendment or waiver is in writing and signed, in the case of an amendment, by Purchaser and Seller, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 10.3 Assignment. No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto; provided that any party may assign any of its rights and obligations hereunder in whole or in part to any of its respective Affiliates.

Section 10.4 Entire Agreement. This Agreement (including all Exhibits hereto) contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and under- standings, oral or written, with respect to such matters.

Section 10.5 Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

Section 10.6 Expense. All costs and expenses incurred by Purchaser in connection with this Agreement and the transactions contemplated hereby, shall be borne by Purchaser and all costs and expenses incurred by Seller in connection with this Agreement and the transactions contemplated hereby shall be borne by Seller.

Section 10.7 Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by the laws of the State of Colorado, its rules of conflict of laws notwithstanding. Purchaser and Seller hereby agree and consent to be subject to the non-exclusive jurisdiction of the federal and state courts of the State of Colorado in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 10.1.

Section 10.8 Specific Performance. The parties hereto agree that if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

Section 10.9 Transfer and Similar Taxes. Notwithstanding any other provision of this Agreement to the contrary, Purchaser and Seller shall each pay when due 50% of all sales, property, use, privilege, transfer, documentary, gains, stamp, duties, recording and similar Taxes and fees (including any penalties, interest or additions) imposed upon any party incurred in connection with the transactions contemplated by this Agreement.

Section 10.10 Headings. The heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.

[Signature page follows]

Signature Page

SIGNATURES

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date first written above.

U.S. TELESOURCE, INC.

   By:  /s/  Marc B. Weisberg
 Name:  Marc B. Weisberg
Title:  President and Chief Executive Officer

ANSCHUTZ DIGITAL MEDIA, INC.

   By:  /s/  Craig D. Slater
 Name:  Craig D. Slater
Title:  Vice President

TABLE OF CONTENTS

Title                                                                           Page

ARTICLE I              DEFINITIONS AND TERMS......................................1
      Section 1.1      Certain Definitions........................................1
      Section 1.2      Terms Generally............................................3
ARTICLE II             PURCHASE AND SALE OF UNITS.................................3
      Section 2.1      Transfer of Units..........................................3
      Section 2.2      Purchase Price.............................................3
ARTICLE III            THE CLOSING................................................4
      Section 3.1      Closing....................................................4
      Section 3.2      Closing Deliveries.........................................4
ARTICLE IV             REPRESENTATIONS AND WARRANTIES OF SELLER...................4
      Section 4.1      Organization; Authorization and Validity...................4
      Section 4.2      No Conflict................................................5
      Section 4.3      Ownership of Shares........................................5
      Section 4.4      Governmental Consents......................................5
      Section 4.5      Units......................................................5
      Section 4.5      Units......................................................6
      Section 4.6      Brokers, Finders, Etc......................................6
      Section 4.7      Other Information..........................................6
ARTICLE V              REPRESENTATIONS AND WARRANTIES OF PURCHASER................6
      Section 5.1      Organization; Authorization and Validity...................6
      Section 5.2      No Conflict................................................7
      Section 5.3      Governmental Consents......................................7
      Section 5.4      Brokers, Finders, Etc......................................7
      Section 5.5      Other Information..........................................7
      Section 5.6      Purchase for Investment....................................7
ARTICLE VI             COVENANTS..................................................8
      Section 6.1      Commercially Reasonable Efforts............................8
      Section 6.2      Filings and Consents.......................................8
      Section 6.3      Publicity..................................................8
      Section 6.4      Expenses...................................................8
      Section 6.5      No Liens...................................................8
      Section 6.6      Further Assurances.........................................8
ARTICLE VII            CONDITIONS TO CLOSING......................................9
      Section 7.1      Conditions to the Obligations of Purchaser and Seller......9
      Section 7.2      Conditions to the Obligations of Purchaser.................9
      Section 7.3      Conditions to the Obligations of Seller....................9
ARTICLE VIII           SURVIVAL AND INDEMNIFICATION..............................10
      Section 8.1      Survival of Representations and Warranties................10
      Section 8.2      Indemnification by Seller.................................10
      Section 8.3      Indemnification by Purchaser..............................11
      Section 8.4      Notice and Resolution of Claim............................11
ARTICLE IX             TERMINATION...............................................12
      Section 9.1      Termination...............................................12
      Section 9.2      Effect of Termination.....................................12
ARTICLE X              MISCELLANEOUS.............................................13
      Section 10.1     Notices...................................................13
      Section 10.2     Amendment, Waiver.........................................14
      Section 10.3     Assignment................................................14
      Section 10.4     Entire Agreement..........................................14
      Section 10.5     Parties in Interest.......................................14
      Section 10.6     Expense...................................................14
      Section 10.7     Governing Law; Jurisdiction; Service of Process...........15
      Section 10.8     Specific Performance......................................15
      Section 10.9     Transfer and Similar Taxes................................15
      Section 10.10    Headings..................................................15

EXHIBIT LIST

Exhibit A:........Restated Operating Agreement

Exhibit B:........Promissory Note

[EXHIBIT A
RESTATED OPERATING AGREEMENT]

EXHIBIT B

PROMISSORY NOTE

PROMISSORY NOTE

$43,377,846.30 Date: June 21, 2000

FOR VALUE RECEIVED, the undersigned U.S. Telesource, Inc., a Delaware corporation, promises to pay to the order of Anschutz Digital Media, Inc. (together with its registered assigns, "Holder") at Denver, Colorado (or such other place as the Holder may designate in writing to the undersigned) the principal sum of FORTY-THREE MILLION THREE HUNDRED AND SEVENTY-SEVEN THOUSAND EIGHT HUNDRED AND FORTY-SIX DOLLARS AND THIRTY CENTS ($43,377,846.30) on December 21, 2000 (the "Payment Date"), together with interest on the unpaid principal balance hereof, computed on the basis of a 360-day year of twelve 30-day months for the actual number of days elapsed, (1) at the rate of 8% per annum from the date hereof until the principal amount hereof shall have become due and payable, and (2) to the extent permitted by law, in the event the Payment Date occurs subsequent to December 21, 2000, until such time as the principal and any accrued interest hereon is paid in full at a rate per annum equal to 5% over the rate of interest published in the Wall Street Journal from time to time as the "base" or "prime" rate. This is the Note referred to in the Unit Purchase Agreement, dated as of June 21, 2000, among the undersigned and Anschutz Digital Media, Inc., a Colorado corporation.

This Note is subject to the terms and conditions of, and entitled to the benefits of the Unit Purchase Agreement. Capitalized terms not defined herein shall have the meanings given in the Unit Purchase Agreement.

No delay or failure on the part of the Holder in the exercise of any right or remedy hereunder, under the Unit Purchase Agreement or at law or in equity, shall operate as a waiver thereof, and no single or partial exercise by the Holder of any right or remedy hereunder, under the Unit Purchase Agreement or at law or in equity shall preclude or estop another or further exercise thereof or the exercise of any other right or remedy. Principal and interest on this Note shall be payable and paid in lawful money of the United States of America.

The undersigned and all endorsers waive presentment, notice of dishonor and protest.

Time is of the essence of this Note and, in case this Note is collected by law or through an attorney at law, or under advice therefrom, the undersigned agree to pay all costs of collection, including reasonable attorneys'fees.

The provisions of this Note shall be construed and interpreted and all rights and obligations of the parties hereunder determined in accordance with the laws of the State of Colorado.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed and delivered in Denver, Colorado, in its corporate name, by and through its duly authorized officers, as of the day and year first above written.

U.S. TELESOURCE, INC.

    By:  /s/  Marc B. Weisberg
  Name:  Marc B. Weisberg
 Title:  President and Chief Executive Officer



Attest:  /s/  Peter Hutchinson
  Name:  Peter Hutchinson
 Title:  Senior Director

By its signature below, Qwest Communications International Inc., a Delaware corporation and through a wholly owned subsidiary the indirect owner of all of the outstanding capital stock of U.S. Telesource, Inc., hereby guarantees the payment and performance of this Note without further presentment, demand or other notification or obligation on the part of the Holder hereof in the event the Notes is not fully paid (including principal and all interest thereon) by December 21, 2000.

QWEST COMMUNICATIONS INTERNATIONAL INC.

    By:  /s/  Drake S. Tempest
  Name:  Drake S. Tempest
 Title:  Executive Vice President and General Counsel



Attest:  /s/  Peter Hutchinson
  Name:  Peter Hutchinson
 Title:  Senior Director

EXHIBIT 10.39

SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
OF
SLINGSHOT NETWORKS, LLC

This SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the "Agreement") is entered into as of June 21, 2000, between Anschutz Digital Media, Inc., a Colorado corporation ("ADMI"), and U.S. Telesource, Inc., a Delaware corporation ("UST"), both of which are referred to as the "Members" and individually as a "Member."

A limited liability company was formed in accordance with the provisions of the Delaware Limited Liability Company Act (the "Act") under the name of Slingshot Networks, LLC (the "Company") pursuant to a Certificate of Formation filed July 14, 1999, with the Delaware Secretary of State. An Operating Agreement of the Company was entered into as of that same date, under which ADMI was the sole member. Pursuant to a Subscription Agreement by and between Qwest Communications International Inc., a Delaware corporation ("Qwest"), and the Company dated as of October 22, 1999 (the "Subscription Agreement"), Qwest agreed to purchase an equity interest in the Company. Additionally, ADMI agreed under a Contribution Agreement dated as of October 22, 1999 by and among ADMI and the Company (the "Contribution Agreement") to contribute certain assets (the "ADMI Contributed Assets") to the Company. In conjunction with the Subscription Agreement and the Contribution Agreement, on October 22, 1999 ADMI and Qwest entered into an Amended and Restated Operating Agreement. Subsequently, Qwest transferred its interest in the Company to its wholly owned subsidiary UST (references to UST herein shall be deemed to include Qwest as its predecessor in interest). On June __, 2000 ADMI and UST entered into a Unit Purchase Agreement (the "Purchase Agreement") pursuant to which UST purchased a portion of ADMI's equity interest in the Company in exchange for cash and a promissory note (the "Purchase Note"). In light of the foregoing, the Members now desire to amend and restate the Amended and Restated Operating Agreement of the Company. Accordingly, from and after the date hereof, the affairs of the Company will be governed by this Second Amended and Restated Operating Agreement. In consideration of the foregoing, and of the mutual promises contained herein, the Members agree as follows:

ARTICLE 1

THE LIMITED LIABILITY COMPANY

1.1 Name. The name of the limited liability company shall be Slingshot Networks, LLC.

1.2 Certificate of Formation. A Certificate of Formation that complies with the requirements of the Act has been properly filed with the Delaware Secretary of State. In the future, the Managers shall execute such further documents (including amendments to the Certificate of Formation) and take such further action as shall be appropriate or necessary to comply with the requirements of law for the formation and operation of a limited liability company in all states and counties where the Company elects to carry on its business.

1.3 Business. The business of the Company shall be (a) to provide advanced digital production, post-production and transmission facilities, digital media storage and distribution services, telephony-based data storage and enhanced services, access and routing services; (b) to do any and all other things necessary, desirable or incidental to the foregoing purposes; and (c) to engage in such other legal and lawful business activities as the Management Committee may deem desirable. The Company may sell or otherwise dispose of all or substantially all of its assets and any such sale or disposition shall be considered to be within the scope of the Company's business.

1.4 Registered Office; Agent. The registered office of the Company shall be at 950 Seventeenth Street, Suite 2050, Denver, Colorado 80202, or such other place in Colorado as may be selected by the Management Committee. The Company's registered agent at such address shall be Brad Hamilton.

ARTICLE 2

DEFINITIONS

2.1 Cash Flow. "Cash Flow" shall mean the excess of all cash receipts of the Company over all cash disbursements of the Company.

2.2 Code. "Code" shall mean the Internal Revenue Code of 1986, as amended, or any successor statute.

2.3 Manager. "Manager" is defined in Section 7.1(a).

2.4 Profit or Loss. "Profit" or "Loss" shall mean the profit or loss of the Company as determined under the capital accounting rules of Treasury Regulation Section 1.704-1(b)(2)(iv) for purposes of adjusting the capital accounts of the Members including, without limitation, the provisions of paragraphs (b), (f) and (g) of those regulations relating to the compu- tation of items of income, gain, deduction and loss.

2.5 Sharing Ratio. "Sharing Ratio" shall mean the percentage representing the ratio that the number of Units owned by a Member bears to the aggregate number of Units owned by all of the Members. Upon the issuance of additional Units or the transfer, repurchase or cancellation of any outstanding Units, the Sharing Ratios of the Members shall be recalculated as of the date of such issuance, transfer, repurchase or cancellation. The recalculated Sharing Ratio of each Member shall be the per- centage representing the ratio that the number of Units owned by the Member bears to the aggregate number of Units owned by all of the Members after giving effect to the issuance, trans- fer, repurchase or cancellation.

2.6 Treasury Regulations. "Treasury Regulations" shall mean regulations issued by the Department of Treasury under the Code. Any reference to a specific section or sections of the Treasury Regulations shall be deemed to include a reference to any corresponding provision of future regulations under the Code.

2.7 Units. "Unit" shall mean an equity interest in the Company. The Company shall have two classes of Units: Class A and Class B. The two classes of Units shall be identical in all respects except for their respective Voting Interests. The number of Units owned by each Member shall be determined in connection with the issuance of a membership interest in the Company in exchange for the capital contribution made by such Member. Initially the Units shall not be represented by certificates. If the Management Committee determines that it is in the interest of the Company to issue certificates represent- ing the Units, certificates shall be issued and the Units shall be represented by such certificates. The Company is authorized to issue 200,000,000 Class A Units and 100,000,000 Class B Units.

2.8 Voting Interest. (a) With respect to the Class A Units, "Voting Interest" shall mean that number of Class A Units held by a Member, and (b) with respect to the Class B Units, "Voting Interest" shall mean that number of Class B Units held by a Member divided by 10.

ARTICLE 3

CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions.

(a) In accordance with the terms of the Contribution Agreement, ADMI contributed to the Company all of its right, title and interest in and to the ADMI Contributed Assets. As a result of such contribution, ADMI was initially credited with a capital account equal to $84,816,696, and received 84,816,696 Class A Units.

(b) In accordance with the terms of the Subscription Agreement, UST contributed to the Company, a promissory note (the "Capital Note") in the amount of $84,816,696, and such amount shall be credited to UST's capital account when and as the payments of principal are made on the Capital Note. As a result of UST's agreement to make such contribution and pursuant to the Subscription Agreement, UST was admitted as a Member of the Company, and received 84,816,696 Class A Units.

(c) Since October 22, 1999, each of UST and ADMI have made contri- butions of $11,578,518.50 to their respective capital accounts in exchange for 11,578,518 Class A Units. In accordance with the terms of the Purchase Agreement, UST acquired 48,197,607 Class A Units from ADMI in exchange for cash and the Purchase Note. As a result, 48,197,607 Class A Units were transferred from ADMI to UST.

(d) As a result of the transactions described above, the Members own the number and classes of Units and have capital account balances attributable to the Units as set forth below:

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

                                     Class A Units             Class B Units       Capital Account Balance
------------------------------- ------------------------- ------------------------ -----------------------------------
ADMI                                   48,197,607                   -0-                        $48,197,607
------------------------------- ------------------------- ------------------------ -----------------------------------
UST                                   144,592,821                   -0-                        $59,776,125
------------------------------- ------------------------- ------------------------ -----------------------------------

(e) Based on the above, the Sharing Ratio of ADMI is 25%, and the Sharing Ratio of UST is 75%.

3.2 Additional Capital Contributions.

(a) If, from time to time in the reasonable judgment of the Manage- ment Committee, the Company requires additional capital for any purpose, the Management Committee is hereby authorized to cause the Company to issue additional Units, on terms and conditions and with repayment priorities as approved by the Management Committee. Notwithstanding the foregoing, until a third party becomes a Member, Units shall not be issued at a price per Unit that is less than $1.00.

(b) If the Company desires to issue additional Units pursuant to (a) above, the Company hereby grants to the Members the right of first refusal to purchase a pro rata share (equaling the Member's respective Sharing Ratio on the day before such additional Units are to be issued) of the additional Units which the Company proposes to issue. If the Company proposes to issue such additional Units, it shall give the Members written notice of its intention, describing the price and terms upon which the Company proposes to issue the Units. Each Member shall have 15 days from the date such notice is sent by the Company to agree to purchase the portion of the additional Units issued which it is entitled to purchase for the price and upon the terms so specified in the notice. Such notice shall be in writing and shall specify the quantity of additional Units to be purchased. If any Member fails to exercise the right of first refusal within the 15-day period, the Company shall have the right thereafter to sell or issue those additional Units upon terms no more favorable to the purchasers of the additional Units than specified in the Company's notice to Members.

3.3 Return of Capital Contributions. Capital contributions shall be expended in furtherance of the business of the Company. All costs and expenses of the Company shall be paid from its funds. No interest shall be paid on capital contributions. No Manager shall have any personal liability for the repayment of any capital contribution to a Member.

3.4 Loans.

(a) The Company may borrow additional capital from any source, in- cluding any Member. No Member shall be obligated to make a loan to the Company.

(b) If from time to time in the reasonable judgment of the Manage- ment Committee the Company requires additional capital for any purpose related to the business of the Company, the Management Committee is authorized to cause the Company to borrow such capital, on terms and conditions as approved by the Management Committee. If the Management Committee decides to borrow such capital from a Member (the "Loan Amount"), each Member shall be given the opportunity, but shall not be obligated, to loan its share of the Loan Amount to the Company. A Member's share of the Loan Amount shall be the Loan Amount multiplied by the Member's Sharing Ratio. The loans shall be made within 10 days after request by the Management Committee to the Members. Such request shall be in writing and shall specify the amount of the Loan Amount. If a Member does not loan its share of the Loan Amount (the "Shortfall Amount") and the other Member does loan its share (a "Participating Member"), the Participating Member shall have the right, exercisable within 10 days after notice, to loan the Company the Shortfall Amount. The loans to the Company by the Participating Members shall be unsecured, evidenced by promissory Note of the Company, shall accrue interest at a rate determined by the Management Committee, shall be payable on a pro rata basis solely from Cash Flow prior to any distributions to Members, and shall not contain any default interest or penalty provisions.

ARTICLE 4

DISTRIBUTIONS

4.1 Nonliquidating Distributions. Cash Flow shall be distributed to the Members in amounts deemed appropriate by the Management Committee after establishing appropriate reserves. Except as provided in Section 4.2, all distributions of Cash Flow shall be made among the Members in accordance with their respective Sharing Ratios.

4.2 Liquidating Distributions. All distributions made in connec- tion with the sale or exchange of all or substantially all of the Company assets and all distributions made in connection with the liquidation of the Company shall be made to the Members in accordance with their relative capital account balances at the time of distribution.

ARTICLE 5

ALLOCATION OF PROFIT AND LOSS

5.1 Determination of Profit and Loss. Profit or Loss shall be de- termined on an annual basis and for such other periods as may be required.

5.2 Loss Allocation. Except as provided in Section 5.4, Loss shall be allocated among the Members in accordance with their relative Sharing Ratios.

5.3 Profit Allocation.

(a) Except as provided in Section 5.3(b) and Section 5.4, Profit shall be allocated among the Members in accordance with their relative Sharing Ratios.

(b) Any Profit with respect to the sale, exchange or other disposi- tion of all or substantially all of the Company assets or with respect to the liquidation of the Company shall be allocated among the Members so that their capital account balances are proportionate to their Sharing Ratios.

(c) For purposes of Section 5.3(b), the capital accounts of the Members shall be determined (i) before giving effect to distributions under Section 4.2; (ii) after allocating all other items of Profit and Loss; and (iii) after making all distributions under Section 4.1.

5.4 Regulatory Allocations and Curative Provision.

(a) The "qualified income offset" provisions of Treasury Regulation
Section 1.704-1(b)(2)(ii)(d) are incorporated herein by ref- erence and shall apply to adjust the allocation of Profit and Loss otherwise provided for under Sections 5.2 and 5.3 to the extent provided in that regulation.

(b) The "minimum gain" provisions of Treasury Regulation Section 1.704-2 are incorporated herein by reference and shall apply to adjust the allocation of Profit and Loss otherwise provided for under Sections 5.2 and 5.3 to the extent provided in that regulation.

(c) Notwithstanding the provisions of Section 5.2, if during any fiscal year of the Company the allocation of any loss or deduction, net of any income or gain, to a Member would cause or increase a negative balance in a Member's capital account as of the end of that fiscal year, only the amount of such loss or deduction that reduces the balance to zero shall be allocated to the Member and the remaining amount shall be allocated to the other Member. For the purpose of the preceding sentence, a capital account shall be reduced by the adjustments, allocations and distributions described in Treasury Regulations Section 1.704-1(b)(2)(d)(4), (5) and (6), and increased by the amount, if any, that the Member is obligated to restore to the Member's capital account within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(c) as of that time or is deemed obligated to restore under Treasury Regulation Section 1.704-2(g)(1) or
Section 1.704-2(i)(5).

(d) All allocations pursuant to the foregoing provisions of this
Section 5.4 (the "Regulatory Allocations") shall be taken into account in computing allocations of other items under Sections 5.2 and 5.3, including, if necessary, allocations in subsequent fiscal years, so that the net amounts reflected in the Members' capital accounts and the character for income tax purposes of the taxable income recognized (e.g., as capital or ordinary) will, to the extent possible, be the same as if no Regulatory Allocations had been given effect.

ARTICLE 6

ALLOCATION OF TAXABLE INCOME AND LOSS

6.1 In General.

(a) Except as provided in Section 6.2, each item of income, gain, loss and deduction of the Company for federal income tax pur- poses shall be allocated among the Members in the same manner as such item is allocated for capital account purposes under Article 5.

(b) To the extent of any recapture income (as defined below) re- sulting from the sale or other taxable disposition of a Company asset, the amount of any gain from such disposition allocated to (or recognized by) a Member (or its successor in interest) for federal income tax purposes shall be deemed to consist of recapture income to the extent such Member (or such Member's predecessor in interest) has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. For this pu- pose "recapture income" shall mean any gain recognized by the Company (but computed without regard to any adjustment re- quired by sections 734 and 743 of the Code) upon the disposi- tion of any property or asset of the Company that does not constitute capital gain for federal income tax purposes because such gain represents the recapture of deductions previously taken with respect to such property or assets.

6.2 Allocation of Section 704(c) Items. The Members recognize that with respect to property contributed to the Company by a Membe and with respect to property revalued in accordance with Trea- sury Regulation
Section 1.704-1(b)(2)(iv)(f), there will be a difference between the agreed values or "carrying values" of such property at the time of contribution or revaluation and the adjusted tax basis of such property at that time. All items of tax depreciation, cost recovery, amortization, amount realized and gain or loss with respect to such assets shall be allocated among the Members to take into account the book-tax disparities in accordance with the provisions of sections 704(b) and 704(c) of the Code and the Treasury Regulations under those sections.

6.3 Integration With Section 754 Election. All items of income, gain, loss, deduction and credit recognized by the Company for federal income tax purposes and allocated to the Members in accordance with the provisions hereof and all basis allocations to the Members shall be determined without regard to any election under section 754 of the Code that may be made by the Company; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to take into account the adjustments permitted by sections 734 and 743 of the Code.

ARTICLE 7

MANAGEMENT

7.1 Management Committee.

(a) Management of the Company shall be vested in a management committee (the "Management Committee"). Until such time as the Purchase Note is paid in full by UST in accordance with its terms, the Management Committee shall consist of six members (each, a "Manager"), three of whom shall be appointed by ADMI and three of whom shall be appointed by UST. Upon the full satisfaction of the Purchase Note in accordance with its terms, the Management Committee shall consist of nine Managers, three of whom shall be appointed by ADMI, four of whom shall be appointed by UST, one of whom shall be appointed by ADMI and UST as mutually agreed upon and one of whom shall be the Chief Executive Officer of the Company. Subject to the limitations of Section 8.9, the Management Committee shall have the exclusive power and authority to conduct the business of the Company. In conducting the business of the Company, the Management Committee shall have all rights, duties and powers conferred by the Act, except as limited hereby. The Management Committee is hereby expressly authorized on behalf of the Company to make all de- cisions with respect to the Company's business and to take all actions necessary to carry out such decisions. No actions shall be taken, nor any decisions made, by any Manager or officer of the Company without the prior approval of, or pursuant to an express delegation of authority by, the Management Committee. Subject to the limitations of Section 8.9 and clauses (b) and (c) below, the act of the majority of the members of the Management Committee shall be the act of the Management Committee. Notwithstanding the foregoing, all documents executed on behalf of the Company need only be signed by a Manager or by an officer of the Company who has been given the power and authority to do so by the Management Committee.

(b) The Management Committee shall have the power to appoint individuals to serve as the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of the Company. In addition, the Management Committee shall have the right to delegate all or portions of its management authority to one or more officers of the Company. Any officer may be removed or its authority withdrawn at any time by the Management Committee. Notwithstanding any other provision of this Operating Agreement to the contrary, until such time as the Purchase Note is paid in full by UST in accordance with its terms (i) no individual may be appointed or terminated as Chief Executive Officer, Chief Financial Officer or Chief Operating Officer of the Company without the prior approval of the Managers appointed by ADMI (the "ADMI Managers"), and (ii) all determinations as to compensation and benefits to be paid or granted to the Chief Executive Officer, Chief Financial Officer or Chief Operating Officer shall require the approval of the ADMI Managers.

(c) Until such time as the Purchase Note is paid in full by UST in accordance with its terms, without the prior approval of the ADMI Managers, the Company may not directly or indirectly through a subsidiary or other controlled entity (i) incur Indebtedness (as defined below) for an amount individually or in the aggregate in excess of $10 million, (ii) issue equity interests or securities for consideration individually or in the aggregate in excess of $10 million, (iii) make any single capital expenditure in excess of $2 million, (iv) acquire or dispose of assets with a value in excess of $2 million in any single transaction, (v) approve or enact any annual budget of the Company or (vi) amend or repeal any material provision of the Company's Operating Agreement. For purposes of this Agree- ment, "Indebtedness" shall mean with respect to any person, without duplication, all indebtedness in respect of money borrowed, including without limitation, all obligations under capital leases, all synthetic lease obligations, the deferred purchase price of any property or services, the aggregate face amount of all surety bonds, letters of credit, and bankers' acceptances, and all payment and reimbursement obligations in respect thereof whether or not matured, evidenced by a promissory note, bond, debenture or similar written obligation for the payment of money (including reimbursement agreements and conditional sales or similar title retention agreements), including all such items incurred by any partnership or joint venture as to which such person is liable as a general partner or joint venturer, other than trade payables and accrued expenses incurred in the ordinary course of business.

7.2 Management Committee Meetings.

(a) The Management Committee will hold regular quarterly meetings without call or notice at such time as will from time to time be fixed by standing resolution of the Management Committee.

(b) Special meetings of the Management Committee may be called by any two Managers. All meetings will be held upon 10 days' notice by mail or 72 hours' notice delivered personally or by tel- phone or facsimile. A notice need not specify the purpose of any meeting. Notice of a special meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such Manager. All such waivers, consents and approvals will be filed with the Company records or made a part of the minutes of the meeting.

(c) Meetings of the Management Committee may be held at any place within or without the State of Delaware that has been desig- nated in the notice of the meeting or at such place as may be approved by the Management Committee. Managers may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Managers participating in such meeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting.

7.3 Duties. The Managers shall carry out their duties in good faith, in a manner the Managers believe to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Manager who so performs its duties shall not have any liability by reason of being or having been a Manager of the Company.

7.4 Time Devoted to Business. The Members and the Managers shall devote such time to the business of the Company as they, in their discretion, deem necessary for the efficient carrying on of the Company's business. The Members and the Managers shall at all times be free to engage for their own account in any business that competes with any business of the Company.

7.5 Reliance by Third Parties. No third party dealing with the Company shall be required to ascertain whether any Manager is acting in accordance with the provisions of this Agreement. All third parties may rely on a document executed by a Manager (or an officer duly authorized by the Management Committee to exe- cute such document) as binding the Company. The foregoing pro- visions shall not apply to third parties who are affiliates of a Member, the Managers, or an officer of the Company. A Manager or officer acting without authority shall be liable to the Members for any damages arising out of its unauthorized actions.

7.6 Resignation. Any Manager may be removed at any time with or without cause by the Member who appointed such Manager. Any Manager may resign at any time by giving written notice to the Members. Unless otherwise specified in the notice, the resig- nation shall take effect upon receipt by the Members, and the acceptance of the resignation shall not be necessary to make it effective. Upon the resignation, retirement, death or removal of any Manager, the Member who appointed such Manager will nominate and appoint a replacement Manager.

7.7 Transactions Between Company and Managers. The Members hereby acknowledge that the Company may be required to borrow funds from any Manager or such Manager's affiliates, from time to time and at any time, in connection with the business of the Company. Each Manager is hereby authorized, without further approval by the Members, to execute all documents and take all action necessary to consummate any loans, secured and/or unsecured by the assets of the Company, to the Company by such Manager or an affiliate of such Manager, on terms and conditions that are acceptable to such Manager and consistent with the provisions of Section 3.4. In addition, each Manager is hereby authorized to contract and deal with the Company, or cause any person or entity affiliated with such Manager to otherwise contract or deal with the Company, provided such contracts and dealings either are on terms comparable to and competitive with those available to the Company from others dealing at arm's length or are approved by disinterested Members having more than 50% of the Sharing Ratios of all disinterested Members.

7.8 Reimbursements. Each Manager and each officer shall be reim- bursed by the Company for any reasonable out-of-pocket costs incurred on behalf of the Company and a reasonable charge for the cost of general office and administrative overhead attributable to the performance of their duties to the Company, together with reasonable interest that has accrued on such amounts from the date incurred until paid.

7.9 Insurance. The Company shall maintain for the protection of the Company and all of its Members such insurance as the Management Committee, in its sole discretion, deems necessary for the operations being conducted.

7.10 Exculpation. The Management Committee and any officer appointed by the Management Committee shall not be liable to the Company or to any Member for any act or failure to act, nor for any errors of judgment, but only for willful misconduct or gross negligence. The Company shall indemnify and hold harmless each member of the Management Committee, each officer and their agents and employees against and from any liability other than such person's willful misconduct or gross negligence. Any such indemnification shall be paid only from the assets of the Company, and no Member, Manager, officer or third party shall have recourse against the personal assets of any Member for such indemnification.

7.11 Informal Action. Any action required or permitted to be taken by the Management Committee may be taken without a meeting if the action is evidenced by a written consent describing the action taken, signed by each member of the Management Committee. Action taken under this section is effective when all members of the Management Committee have signed the consent, unless the consent specifies a different effective date.

ARTICLE 8

MEMBERS

8.1 Participation. A Member, in its capacity as a Member, shall take no part in the control, management, direction or oper- ation of the affairs of the Company and shall have no power to bind the Company.

8.2 Quorum. A majority of the outstanding Voting Interests, rep- resented in person or by proxy, shall be necessary to constitute a quorum at meetings of the Members. Each of the Members hereby consents and agrees that one or more Members may participate in a meeting of the Members by means of conference telephone or similar communication equipment by which all persons participat- ing in the meeting can hear one another at the same time, and such participation shall constitute presence in person at the meeting. If a quorum is present, the affirmative vote of the majority of the Voting Interests represented at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless a greater number is required by the Act. In the absence of a quorum, those present may adjourn the meeting for any period, but in no event shall such period exceed 60 days.

8.3 Informal Action. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if the action is evidenced by a written consent describing the action taken, signed by each Member entitled to vote. Action taken under this section is effective when all Members entitled to vote have signed the consent, unless the consent specifies a different effective date.

8.4 Meetings. Meetings of the Members for any purpose or purposes may be called by the Management Committee or by holders of not less than 10% of all Voting Interests. The place of meeting shall be the registered office of the Company.

8.5 Notice of Meeting. Written notice stating the place, day and hour of the meeting of the Members and the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail, by or at the direction of the Management Committee or other person calling the meeting, to each Member of record entitled to vote at such meeting. If mailed, such notice shall be deemed delivered as provided in the Act. Waiver of notice and actions taken at a meeting shall be effective as provided in the Act.

8.6 Proxies. At all meetings of Members, a Member may vote in per- son or by proxy executed in writing by the Member or by his dul authorized attorney-in-fact. Such proxy shall be filed with the Management Committee before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

8.7 Conduct of Meeting. At each meeting of the Members, a Chairman for that particular meeting shall be elected. The Chairman shall be the Member in attendance who has received the vote of the majority of the Voting Interests represented at the meeting. The Chairman shall preside over and conduct the meeting and shall appoint someone in attendance to make accurate minutes of the meeting. Following each meeting, the minutes of the meeting shall be sent to the Management Committee and each Member.

8.8 Tax Matters Member. UST is hereby designated as the tax matters Member for the Company pursuant to section 6231(a) of the Code. UST is authorized to perform, on behalf of the Company or any Member, any act that may be necessary to make this designation effective.

8.9 Miniority Protections. Notwithstanding any other provision of this Operating Agreement to the contrary, without the approval of ADMI or its successor until such time as ADMI (a) holds less than 10% of the voting equity of the Company on a fully diluted basis or (b) sells or otherwise transfers to a non-affiliate more than 50% of its equity holdings in the Company as of June 21, 2000, the Company may not

(i) authorize (w) a liquidation, dissolution winding up of the affairs of the Company (or any of its sub- sidiaries), (x) a recapitalization or reorganization of the Company that would be reasonably likely to have a material adverse effect on ADMI's (1) Units, (2) Capital Account, (3) relative rights or obligations under this Agreement or (4) status as a Member generally, (y) a Change in Ownership (as defined below), or (z) a Funda- mental Change (as defined below);

(ii) permit any subsidiary to issue or sell, or obligate it- self to issue or sell, except to the Company or any wholly-owned subsidiary of the Company, any capital stock of such subsidiary in excess of 20% in the aggr- gate of the outstanding capital stock of such subsidiary on a fully diluted basis as of the date hereof (as the same may be adjusted by any transaction approved by ADMI);

(iii) permit the Company or any of its subsidiaries to enter into any agreement for the acquisition of any business through purchase of assets, purchase of stock, licensing arrangement or otherwise involving consideration of $100,000,000 or more;

(iv) increase or decrease the outstanding equity ownership available in the Company, or authorize the same, other than additional issuances of equity (or a reduction in the amount of outstanding equity) not to exceed 20% in the aggregate of the outstanding equity of the Company on a fully diluted basis as of the date hereof (as the same may be adjusted by any transaction approved by ADMI);

(v) authorize the issuance or restructuring of any debt securities of the Company or any of its subsidiaries or otherwise incur Indebtedness directly or through a sub- sidiary, including increases to any revolving line of credit maximum limits, other than (1) purchase money indebtedness,
(2) nonrecourse indebtedness on receiv- ables and (3) unsecured indebtedness in an aggregate amount not to exceed $75,000,000;

(vi) authorize the payment of any dividends or distributions, except as may be required to allow for the payment of taxes when due attributable to a Member as the result of the allocation of income in accordance with the terms of this Agreement;

(vii) enter into any transaction with an affiliate with an aggregate transaction value (based on goods or services provided or received or to be provided or received in excess of $25,000,000);

(viii) increase or decrease the authorized size of the Company's Management Committee or alter the representative composition thereof;

(ix) increase the equity interests available to employees, advisors, management or consultants in excess of 10% in the aggregate of the outstanding equity of the Company on a fully diluted basis as of the date hereof (as the same may be adjusted by any transaction approved by ADMI); or

(x) amend or repeal any provision of the Company's Operating Agreement that would be reasonably likely to have a material adverse effect on ADMI's (w) Units, (x) Capital Account, (y) relative rights or obligations under this Agreement or (z) status as a Member generally.

For purposes of clauses (i) and (x) of this Section 8.9, any alteration of the Company's Operating Agreement that would be reasonably likely to have an adverse financial impact to ADMI shall be deemed material.

For purposes of this Section 8.9: (1) "Change in Ownership" means any sale, transfer or issuance or series of sales, transfers and/or issuances of equity interests in the Company by the Company or any holders thereof which results in any Person or group of Persons (as the term "group" is used under the Securities Exchange Act of 1934, as amended), other than the holders of equity interests as of May, 2000, owning equity interests of the Company possessing the voting power (under ordinary circumstances) to elect at least 50% of the Company's Management Committee; (2) "Fundamental Change" means (A) any sale or transfer of more than 50% of the assets of the Company and its subsidiaries on a consolidated basis (measured either by book value in accordance with generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Management Committee) in any transaction or series of transactions (other than sales in the ordinary course of business), and (B) any merger or consolidation to which the Company is a party, except for a merger in which the Company is the surviving entity, the terms of the outstanding equity interests of all holders thereof are not changed and none of the outstanding equity interests are exchanged for cash, securities or other property, and after giving effect to such merger, the holders of the Company's outstanding equity interests possessing the voting power (under ordinary circumstances) to elect a majority of the Company's Management Committee immediately prior to the merger shall continue to own the Company's outstanding equity interests possessing the voting power (under ordinary circumstances) to elect a majority of the Company's Management Committee; (3) "Person" means an individual, a partnership, a corporation, a limited liability company, a limited liability partnership, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof; and (4) "subsidiary" means, with respect to any Person, any other Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Person.

Notwithstanding any other provision of this Operating Agreement to the contrary, all rights of ADMI or its successors under this Section 8.9 shall lapse upon the completion by the Company of an initial public offering of its equity securities in accordance with the rules and regulations of the Securities Act of 1933, as amended, by means of an effective registration statement under Form S-1 (or any successor form thereto).

ARTICLE 9

ACCOUNTING AND REPORTING

9.1 Books. The Management Committee shall maintain complete and accurate books of account at the registered office of the Company. The Management Committee shall provide any Member any information requested relating to the business of the Company. During ordinary business hours any Member or its authorized representative shall have access to all books, records and materials regarding the Company and its activities.

9.2 Capital Accounts. The Management Committee shall maintain a separate capital account for each Member in accordance with the Treasury Regulations under section 704(b) of the Code and such other accounts as may be necessary or desirable to comply with the requirements of applicable laws and regulations.

9.3 Transfers During Year. In order to avoid an interim closing of the Company's books, the share of profits and losses under Article 5 of a Member who transfers part or all of its interest in the Company during the Company's accounting year may be determined by taking its pro rata share of the amount of such profits and losses for the year. The proration shall be based on the portion of the Company's accounting year that has elapsed prior to the transfer or may be determined under any other reasonable method; provided, however, that any gain or loss from the sale of Company assets shall be allocated to the owner of the Company interest at the time of such sale. The balance of the profits and losses attributable to the Company interest transferred shall be allocated to the transferee of such interest.

9.4 Reports. The books of account shall be closed promptly after the end of each fiscal year. As soon as practicable thereafter, the Management Committee shall deliver a written report to each Member, which shall include a statement of receipts, expendi- tures, profits and losses for the year, a statement of each Member's capital account and such additional statements with respect to the status of the Company's assets and the distribu- tion of Company funds as are necessary to advise the Members properly about their investment in the Company. Prior to March 15th of each year, the Members shall also be provided with a copy of the Company federal income tax return (Form 1065) to b filed for the preceding year.

9.5 Section 754 Election. If requested by a Member the Company shall make the election provided for under section 754 of the Code. Any costs attributable to making such election shall be borne solely by the requesting Member.

ARTICLE 10

TRANSFERS; RIGHT OF FIRST REFUSAL

10.1 Additional Members. Additional Members shall not be admitted to the Company without the written consent of Members having a Sharing Ratio of more than 50%.

10.2 Offer to Other Members. If at any time any Member proposes to sell, assign or otherwise transfer all or any part of its interest in the Company, such Member ("Offeror") shall first make a written offer to sell such interest in the Company to the other Members on the same terms and subject to the same con- ditions as those on which the Offeror proposes to transfer the interest in the Company. Such offer shall state the name of the proposed transferee and all the terms and conditions of the proposed transfer, including the price to the proposed transferee. Notwithstanding anything in this Section 10.2 to the contrary, any Member shall be free to transfer all or any portion of its interest in the Company free of the right of first refusal provided that such Member transfers its interest to an entity controlled by the transferor. A transferee of a Member pursuant to the foregoing sentence shall be subject to the right of first refusal contained in this Section 10.2.

10.3 Acceptance of Offer. The other Members shall have the right for a period of 30 days after receipt of the offer from the Offeror, or such longer period as may be required under Section 10.5, to elect to purchase all of the interest in the Company offered. In exercising their right to purchase, the other Members may divide the interest offered in any manner to which they all agree and in the absence of agreement the offered interest shall be divided among the Members in proportion to the relative Sharing Ratios of the Members who choose to partici- pate. To exercise their rights to purchase, the other Members shall give written notice to the Offeror. Upon the exercise of a right to purchase and provided the right is exercised with respect to all of the interest in the Company offered, the purchase shall be closed and payment made on the same terms and conditions as those on which the Offeror proposes to transfer the interest in the Company.

10.4 Failure to Accept Offer. If the other Members do not elect to purchase all of the interest in the Company offered, the Offeror may transfer the offered interest to the proposed transferee named in the offer to the Company. However, if that transfer is not made within 90 days after the end of the period provided for in Section 10.3, a new offer shall be made to the other Members and the provisions of Sections 10.1, 10.2 and 10.3 shall again apply.

10.5 Cash Equivalents. If the proposed offer under Section 10.2 is for consideration other than cash or cash plus deferred pay- ments of cash, the purchasing Members may pay the present value cash equivalent of such other consideration or may pay using the same instrument as contemplated by the proposed offer. The Offeror and the purchasing Members shall attempt to agree upon a cash equivalent of such other consideration. If they cannot agree within 20 days after the beginning of the 30-day period under
Section 10.3, any of such Members may, by five days' written notice to the others, initiate arbitration proceedings for determination of the cash equivalent without regard to income tax consequences to the Offeror as a result of receiving cash rather than the other consideration. The purchasing Members may elect to purchase the interest at the determined cash equivalent by notice of such election to the Offeror within 10 days after the arbitrator's decision.

10.6 Direct and Indirect Transfers. For purposes of this agreement, restrictions upon the sale, assignment or other transfer of a Member's interest shall extend to any direct or indirect trans- fer including, without limitation, an involuntary transfer such as a transfer pursuant to a foreclosure sale or a transfer re- sulting by operation of law.

10.7 Substitution of a Member.

(a) No assignee, legatee, or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of a Member's interest in the Company shall have the right to become a sub- stituted Member without the written consent of Members other than the assignor, legator or transferor, as the case may be, having a Sharing Ratio of more than 50%. The granting or denial of a request for such written consent shall be within the absolute discretion of each Member. A substituted Member shall succeed to all the rights and interest of its assignor in the Company. An assignee of a Member that is not admitted as a Member shall be entitled only to the distributions to which its assignor would otherwise be entitled.

(b) If a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same rights and obligations that such Member would have had if it had not been dissolved, merged or consolidated, except that the successor shall not become a substituted Member without the prior written consent of Members other than the predecessor Member having a Sharing Ratio of more than 50%.

(c) As conditions to its substitution as a Member (a) any successor of a Member shall execute and deliver such instruments, in form and substance satisfactory to the Management Committee, as the Management Committee shall deem necessary, and (b) such successor shall pay all reasonable expenses in connection with its admission as a substituted Member.

10.8 Conditions to Transfer. No transfer of any interest in the Company otherwise permitted under this agreement shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's obligations to the extent of the interest transferred and shall have agreed to be bound by all the terms and conditions hereof, by written instrument, duly acknowledged, in form and substance reasonably satisfactory to the Management Committee.

ARTICLE 11

TAG-ALONG RIGHTS

Subject to the provisions of Section 10, in the event a Member (an "Offering Member") intends to transfer all or any part of its interest in the Company (also referred to as "Offered Interests"), such Offering Member shall notify each other Member who has a Sharing Ratio of more than 10%, in writing, of such proposed transfer and its terms and conditions, including, without limitation, (i) its bona fide intention to sell or transfer the Offered Interests, (ii) the number and class of Units of Offered Interests to be transferred, (iii) the price and terms, if any, for which it proposes to transfer the Offered Interests and (iv) the name and address of the proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the stated number of Units on the stated price and terms ("Offering Member Notice"). Within ten days of the date of such notice, each Member (other than the Offering Member) shall notify the Offering Member in writing (the "Co-Sale Notice") if it elects to participate in such transfer. Each Member that so notifies the Offering Member shall have the right to sell, at the same price and on the same terms as the Offering Member, an amount of Units equal to the Units the third party proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Units owned by such Member and the denominator of which shall be the aggregate number of Units owned by the Offering Member and each Member exercising its rights under this Section 11. Nothing contained in this Section 11 shall in any way limit or restrict the Offering Member's ability to amend, modify or terminate any agreement with a third party with respect to any transfer of its Units pursuant to this Section 11, and the Offering Member shall have no liability to any Member with respect to such amendment, modification or termination unless any of the foregoing breaches this Agreement. If no Co-Sale Notice is received during the ten-day period referred to above (or if the Co-Sale Notice does not cover all of the Units proposed to be transferred), the Offering Member shall have the right, for a sixty-day period after the expiration of the ten-day period referred to above, to transfer the Units so specified in the Offering Member Notice (or the remaining Units) at the same or a lower price and on other terms and conditions no more favorable than those stated in the Offering Member Notice.

ARTICLE 12

TERM

Subject to Section 8.9, the Company shall continue until dissolved by the written consent of Members having a Sharing Ratio of more than 50% or upon sale of all or substantially all of its assets.

ARTICLE 13

INITIAL PUBLIC OFFERING

13.1 Conversion to Corporation. If the Company decides to initiate an initial public offering, and if that decision requires that the Company be restructured into a corporation (the "Resulting Corporation"), then, subject to the approval of the Management Committee pursuant to Section7.1:

(a) the Resulting Corporation will be organized and incorporated under the Laws of the State of Delaware;

(b) the Certificate of Incorporation and Bylaws of the Resulting Corporation will include standard and customary provisions as will then be applicable to public corporations incorporated under the Laws of the State of Delaware, and such other provisions as may be agreed upon by the Management Committee; and

(c) the Members and the Company will negotiate in good faith with the intent of entering into a shareholders' agreement that will contain customary provisions, including "tag along" rights.

ARTICLE 14

DISSOLUTION AND TERMINATION

14.1 Final Accounting. In case of the dissolution of the Company, a proper accounting shall be made as provided in Section 9.4 from the date of the last previous accounting to the date of dissolution.

14.2 Liquidation. Upon the dissolution of the Company, the Management Committee shall select a person to act as liquidator to wind up the Company. The liquidator shall have full power and authority to sell, assign and encumber any or all of the Company's assets and to wind up and liquidate the affairs of the Company in an orderly and businesslike manner. All proceeds from liquidation shall be distributed in the following order of priority: (i) to the payment of debts and liabilities of the Company and the expenses of liquidation; (ii) to the setting up of such reserves as the liquidator may reasonably deem necessary for any contingent liabilities of the Company; and (iii) to the Members in accordance with Article 4.

14.3 Distribution in Kind. If the liquidator shall determine that a Company asset should be distributed in kind, the liquidator shall obtain an independent appraisal of the fair market value of the asset as of a date reasonably close to the date of liquidation. Any unrealized appreciation or depreciation with respect to such asset shall be allocated among the Members (in accordance with the provisions of Article 5 assuming that the asset was sold for the appraised value) and taken into consid- eration in determining the balance in the Member' capital accounts as of the date of liquidation. Distribution of any such asset in kind to a Member shall be considered a distribution of an amount equal to the asset's fair market value for purposes of Section 14.2. The liquidator, in its sole discretion, may distribute any percentage of any asset in kind to a Member eve if such percentage exceeds the percentage in which the Member shares in distributions as long as the sum of the cash and fair market value of all the assets distributed to each Member equals the amount of the distribution to which each Member is entitled.

14.4 Waiver of Right to Court Decree of Dissolution. The Members agree that irreparable damage would be done to the Company if any Member brought an action in court to dissolve the Company. Accordingly, each of the Members accepts the provisions of thi Agreement as its sole entitlement on termination of the Member's membership in the Company. Each Member hereby waives and renounces all rights to seek a court decree of dissolution or to seek the appointment by a court of a liquidator for the Company.

14.5 Articles of Dissolution. Upon the completion of the distribu- tion of Company assets as provided in this Article 14, the Company shall be terminated and the person acting as liquidator shall file articles of dissolution and shall take such other actions as may be necessary to terminate the Company.

ARTICLE 15

NOTICES

15.1 Method of Notices. All notices required or permitted by this agreement shall be in writing and shall be hand delivered or sent by registered or certified mail, postage prepaid, and shall be effective when received or, if mailed, on the date se forth on the receipt of registered or certified mail, or on the fifth day after mailing, whichever is earlier.

15.2 Computation of Time. In computing any period of time under this agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday.

ARTICLE 16

INVESTMENT REPRESENTATIONS

16.1 Investment Purpose. In acquiring an interest in the Company, each Member represents and warrants to the Company that it is acquiring such interest for its own account for investment and not with a view to its sale or distribution. Each Member recognizes that investments such as those contemplated by the Company are speculative and involve substantial risk. Each Me- ber further represents and warrants that it has not received any guaranty or representation upon which it has relied concerning the possibility or probability of profit or loss as a result of its acquisition of an interest in the Company.

16.2 Investment Restriction. Each Member recognizes that: (a) its Units have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption from such registra- tion, (b) a Member may not sell, offer for sale, transfer, pledge or hypothecate all or any part of its interest in the Company in the absence of an effective registration statement covering such interest under the Securities Act of 1933, as amended, unless such sale, offer of sale, transfer, pledge or hypothecation is exempt from registration under the Securities Act of 1933, as amended, (c) the Company has no obligation to register any Member's interest for sale, or to assist in estab- lishing an exemption from registration for any proposed sale, and (d) the restrictions on transfer may severely affect the liquidity of a Member's investment.

ARTICLE 17

GENERAL PROVISIONS

17.1 Entire Agreement. This Agreement embodies the entire under- standing and agreement among the parties concerning the Company and supersedes any and all prior negotiations, understandings or agreements in regard thereto.

17.2 Amendment. Except as otherwise specifically provided in this Agreement, this Agreement may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by Members having a Sharing Ratio of more than 50% in the aggregate.

17.3 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

17.4 Pronouns. References to a Member, including by use of a pro- noun, shall be deemed to include masculine, feminine, singular, plural, individuals, partnerships, corporations or other legal entities where applicable.

17.5 Counterparts. This instrument may be executed in any number of counterparts each of which shall be considered an original.

* * * * * * *

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date first above written.

Anschutz Digital Media, Inc.

   By:  /s/  Craig D. Slater
 Name:  Craig D. Slater
Title:  Vice President

U.S. TELESOURCE, INC.

   By:  /s/  Marc B. Weisberg
 Name:  Marc B. Weisberg

Title:  President and Chief Executive Officer

By:  /s/  Yash A. Rana
    --------------------------------------------
    Name:  Yash A. Rana
    Title:  Assistant Secretary



By:  /s/ Yash A. Rana
     Name:  Yash A. Rana
     Title:  Assistant Secretary

By:  /s/  Martha D. Bailey
     ----------------------------------------------------------
   Name:  Martha D. Bailey
  Title:  First Vice President and Counsel

By:    /s/ SEAN P. FOLEY
Name:  Sean P. Foley
Title: Senior Vice President and Treasurer

By:     /s/ VANN K. BROWN
Name:   Vann K. Brown
Title:  Assistant Vice President

if to the Trustee:

Bank One Trust Company, National Association
One Bank One Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Services Division

and, if to The Depository Trust Company:

The Depository Trust Company
55 Water Street
New York, New York 10004
Attention:      Manager Announcements
                Dividend Department

By:    /S/ SEAN P. FOLEY
Name:  Sean P. Foley
Title:  Senior Vice President and Treasurer

By:     /S/ VANN K. BROWN
Name:   Vann K. Brown
Title:  Assistant Vice President