Brooks Fiber Properties Inc – ‘8-K’ for 5/5/97 – EX-2.1

As of:  Wednesday, 5/14/97   ·   For:  5/5/97   ·   Accession #:  950138-97-163   ·   File #:  0-28036

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        22     79K 
 2: EX-2.1      Agreement and Plan of Merger                          56    246K 
 3: EX-23.1     Consent of Kpmg Peat Marwick LLP                       1      5K 
 4: EX-99.1     Press Release                                          1      8K 

EX-2.1   —   Agreement and Plan of Merger
Exhibit Table of Contents

EX-2.1
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AGREEMENT AND PLAN OF MERGER

 DATED AS OF APRIL 1, 1997

 BETWEEN

BROOKS FIBER PROPERTIES, INC.,

 BROOKS FIBER COMMUNICATIONS OF TEXAS, INC.,

 CENTURY TELEPHONE ENTERPRISES, INC.

 AND

 METRO ACCESS NETWORKS, INC.

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

 ACQUISITION

OF

 METRO ACCESS NETWORKS, INC.

BY

 BROOKS FIBER PROPERTIES, INC.

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 TABLE OF CONTENTS

SECTION                                                                     PAGE

ARTICLE I - THE MERGER AND RELATED TRANSACTIONS................................1
         1.01 The Merger.......................................................1
         1.02 The Closing; Effective Time......................................2
         1.03 Effect of the Merger.............................................2
1.04 Certificate of Incorporation and Bylaws of the Surviving 
                  Corporation..................................................2
         1.05 Officers and Directors of the Surviving Corporation..............3
         1.06 Name of the Surviving Corporation................................3
         1.07 Management Agreement.............................................3
1.08 Agreements with Shareholders, Option Holders and SAR     
                  Holders......................................................3
         1.09 Employment of Metro Personnel....................................4
         1.10 Most Favored Pricing.............................................5
         1.11 Additional Borrowings............................................5
         1.12 Assumed Name.....................................................5
         1.13 Supplemental Payment.............................................5

ARTICLE II - CONVERSION OF SECURITIES..........................................6
         2.01 Conversion of Securities.........................................6
         2.02 Exchange of Certificates.........................................7
         2.03 Merger Consideration.............................................8

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER.........................9
         3.01 Existence and Qualification......................................9
         3.02 Ownership of Shares..............................................9
         3.03 Capitalization of Metro..........................................9
         3.04 Approval of Agreement...........................................10
         3.05 Books and Records...............................................10
         3.06 Financial Statements............................................10
         3.07 Events Subsequent to December 31, 1996..........................11
         3.08 Work in Progress................................................11
         3.09 Accounts and Notes Receivable...................................11
         3.10 No Undisclosed Liabilities......................................11
         3.11 Tax Returns and Audit...........................................11
         3.12 Contracts and Other Obligations.................................12
         3.13 Real Property - Owned...........................................13
         3.14 Personal Property - Owned.......................................13
         3.15 Real and Personal Property - Leased by Metro....................13
         3.16 Real and Personal Property - Leased to Metro....................13
         3.17 Patents, Trademarks and Copyrights..............................14
         3.18 Other Intangible or Intellectual Property.......................14
         3.19 Necessary Property..............................................15
    3.20 Description of Networks; Use and Condition of Property, Plant
                  and Equipment...............................................15
         3.21 Licenses, Rights of Way and Permits.............................16
         3.22 Contracts and Commitments.......................................16
         3.23 Business Relationships..........................................18

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         3.24 No Breach of Law or Governing Documents.........................18
         3.25 Litigation and Arbitration......................................18
         3.26 Employees and Consultants.......................................18
         3.27 Indebtedness to and from Shareholders and Others................18
         3.28 Outside Financial Interests.....................................19
3.29 Payments, Compensation and Perquisites of Agents,        
                  Consultants and Others......................................19
3.30 Labor Agreements, Employee Benefit Plans, and Employment 
                  Agreements..................................................19
         3.31 ERISA...........................................................19
         3.32 Terminated Plans................................................20
         3.33 Overtime, Back Wages, Vacation and Minimum Wages................20
         3.34 Discrimination and Occupational Safety and Health...............21
         3.35 Alien Employment Eligibility....................................21
         3.36 Labor Disputes; Unfair Labor Practices..........................21
         3.37 Insurance Policies..............................................21
         3.38 Environmental Matters...........................................22
         3.39 Broker's Fees...................................................22
         3.40 Foreign Assets..................................................22
         3.42 Truthfulness....................................................22

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BUYER                            
AND SUB.......................................................................22
         4.01 Corporate Existence.............................................23
         4.02 Approval of Agreement...........................................23
         4.03 Outstanding Shares of Capital Stock.............................23
         4.04 Authorization and Issuance of Shares............................24
         4.05 Books and Records...............................................24
         4.06 Financial Statements............................................24
         4.07 Events Subsequent to December 31, 1996..........................24
         4.08 No Undisclosed Liabilities......................................25
         4.09 No Breach of Law or Governing Documents.........................25
         4.10 Litigation and Arbitration......................................25
         4.11 Tax Returns and Audit...........................................25
         4.12 Licenses, Rights of Way and Permits.............................26
         4.13 Business Relationships..........................................26
         4.14 Environmental Matters...........................................26
         4.15 Broker's Fees...................................................27
         4.16 Buyer's SEC Reports.............................................27
         4.17 Truthfulness....................................................27

ARTICLE V - COVENANTS OF SELLER...............................................27
         5.01 Operation of the Business.......................................27
         5.02 Preservation of Business........................................29
         5.03 Insurance and Maintenance of Property...........................29
         5.04 Full Access.....................................................29
         5.05 Books, Records and Financial Statements.........................29
         5.06 Other Governmental Filings......................................29
         5.07 Third Party Offers and Negotiations.............................30
         5.08 Employees of the Companies......................................30
         5.09 Tax Matters.....................................................30
         5.10 Notification of Certain Matters.................................31

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ARTICLE VI - COVENANTS OF BUYER...............................................32
         6.01 Operation of the Business.......................................32
         6.02 Preservation of Business........................................33
         6.03 Insurance and Maintenance of Property...........................33
         6.04 Full Access.....................................................33
         6.05 Books, Records and Financial Statements.........................34
         6.06 Other Governmental Filings......................................34
         6.07 Notification of Certain Matters.................................34

ARTICLE VII - COVENANTS NOT TO COMPETE........................................35

ARTICLE VIII - CONDITIONS TO OBLIGATIONS OF BUYER AND                           
SUB TO EFFECT THE MERGER......................................................36
         8.01 Representations and Warranties of Seller........................37
         8.02 Performance of this Agreement...................................37
         8.03 Certificate of Seller...........................................37
         8.04 Opinion of Counsel..............................................37
         8.05 No Prohibitions.................................................37
         8.06 Consents........................................................37
         8.07 Compliance With Applicable Law..................................37
         8.08 Resignations....................................................38
         8.09 Books and Records...............................................38
         8.10 Tax Status......................................................38
         8.11 Joint Venture Agreement.........................................38
         8.12 Master Service Agreement........................................38
         8.13 Miscellaneous Services Agreement................................38
8.14 Agreements with Shareholders, Option Holders and SAR     
                  Holders.....................................................38
         8.12 Shareholder Approval............................................39
         8.13 March Balance Sheet.............................................39

ARTICLE IX - CONDITIONS TO OBLIGATIONS OF SELLER, AND                           
METRO TO EFFECT THE MERGER....................................................39
         9.01 Representations and Warranties of Buyer.........................39
         9.02 Performance of this Agreement...................................39
         9.03 Certificate of Buyer............................................39
         9.04 Opinion of Counsel..............................................40
         9.05 No Prohibitions.................................................40
         9.06 Compliance with Applicable Law..................................40
         9.07 Payment of Merger Consideration.................................40
         9.11 March Balance Sheet.............................................40
         9.08 Release of Guaranties...........................................40
         9.10 Joint Venture Agreement.........................................40
         9.11 Master Service Agreement........................................40
         9.12 Miscellaneous Service Agreement.................................41
9.13 Agreements with Shareholders, Option Holders and SAR     
                  Holders.....................................................41

ARTICLE X - INDEMNIFICATION...................................................41
         10.01 Indemnification................................................41
         10.02 Participation in Litigation....................................42
         10.03 Claims Procedure...............................................42

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         10.04 Right of Offset................................................43
         10.05 Limitations on Indemnification.................................43

ARTICLE XI - MISCELLANEOUS....................................................43
         11.01 Binding Agreement..............................................43
         11.02 Termination of Agreement.......................................44
         11.03 Manner and Effect of Termination...............................45
         11.04 Survival of Representations, Warranties and Covenants..........46
         11.05 Further Assurances.............................................46
         11.06 Dispute Resolution Procedures..................................46
         11.07 Entire Agreement and Modification..............................47
         11.08 Severability...................................................47
         11.09 Counterparts...................................................47
         11.10 Interpretation.................................................47
         11.11 Governing Law..................................................48
         11.12 Payment of Fees and Expenses...................................48
         11.13 No Waiver......................................................48
         11.14 Public Announcements...........................................48
         11.15 Notices........................................................49

List of Exhibits

Exhibit A - Maps of Dallas/Irving/Ft. Worth, Austin, San Antonio, Houston,      
Corpus Christi and Waco Networks                        

Exhibit B - Form of Management Agreement                                        

Exhibit C - Procedures and Form of Cash Election                                

Exhibit D - Form of Buyer Stock Option Agreement                                

Exhibit E - Form of Letter of Transmittal                                       

Exhibit F - Form of Opinion of Jones, Walker, Waechter, Poitevent, Carrere &    
Denegre, L.L.P., Counsel to Seller                      

Exhibit G - Form of Affiliate Agreement                                         

Exhibit H - Form of Stockholder Agreement                                       

Exhibit I - Form of Opinion of Bryan Cave LLP, Counsel to Buyer                 

Exhibit J - Form of Guarantee Agreement                                         

Exhibit K - Forms of Joint Venture Agreements                                   

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AGREEMENT AND PLAN OF MERGER

    THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of April 1,
1997, by and among Brooks Fiber Properties, Inc., a Delaware corporation        
("Buyer"), Brooks Fiber Communications of Texas, Inc., a Delaware corporation   
wholly-owned by Buyer ("Sub"), Century Telephone Enterprises, Inc., a Louisiana 
corporation ("Seller"), and Metro Access Networks, Inc., a Delaware corporation 
eighty percent owned by Seller ("Metro").                                       

RECITALS

    A. Seller owns directly 80% of the issued and outstanding capital stock of
Metro.                                                                          

B. Metro owns and operates fiber optic telecommunications networks in 
Dallas/Irving/Ft. Worth, Austin and San Antonio, Texas, has networks under      
construction in Houston, Corpus Christi and Waco, Texas, and has ordered or     
committed to the purchase of four DMS-500 switches to allow the provision of    
full local exchange switched services in its networks.                          

  C. The respective Boards of Directors of Sub and Metro have approved and
determined it is advisable and in the best interests of their respective        
stockholders to consummate, and their respective stockholders have approved, the
business combination transaction provided for herein in which Sub would merge   
with and into Metro upon the terms and conditions set forth herein, in          
accordance with the General Corporation Law of the State of Delaware ("Delaware 
Law").                                                                          

  D. The respective Boards of Directors of Metro and Sub have approved and
adopted this Agreement and Plan of Merger as a plan of reorganization within the
provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended   
(the "IRC").                                                                    

NOW, THEREFORE, in consideration of the premises and of the mutual    
covenants of the parties hereinafter expressed, it is hereby agreed as follows: 

 ARTICLE I
 THE MERGER AND RELATED TRANSACTIONS

    1.01 THE MERGER. Upon the terms and subject to the conditions set forth in
this Agreement, and in accordance with Delaware Law, at the Effective Time (as  
defined in Section 1.02), Sub shall be merged with and into Metro (the          
"Merger"). As a result of the Merger, the separate corporate existence of Sub   
shall cease and Metro shall continue as the surviving corporation of the Merger 
(the "Surviving Corporation").                                                  

1.02 THE CLOSING; EFFECTIVE TIME.                                     

   (a) Subject to satisfaction or, if permissible, waiver, of the conditions
set forth in Articles VIII and IX hereto, consummation of the Merger (the       
"Closing") shall take place at the                                              

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offices of Seller, 100 Century Park Drive, Monroe, Louisiana, at 10:00 A.M.     
local time on a date to be mutually agreed upon by Buyer and Metro (the "Closing
Date"), which shall be no later than the fifth business day following           
satisfaction of the conditions to the closing specified in Sections 8.07 and    
9.06 hereof, or at such other place, time or date (not later than June 30, 1997,
unless extended by written mutual agreement of the parties hereto) as Metro and 
Buyer shall mutually agree, and will be effective at the Effective Time.        

(b) On the day of the Closing, or as soon as reasonably practicable   
following the Closing, the Surviving Corporation shall execute and deliver to   
the Secretary of State of Delaware a certificate of merger in proper form for   
filing under Delaware Law (the "Certificate of Merger"). The Merger shall become
effective on the date the Certificate of Merger is filed with the Secretary of  
State of Delaware or at such later time as may be specified in the Certificate  
of Merger, such time being herein called the "Effective Time." As soon as       
reasonably practicable following the Effective Time, the Certificate of Merger  
endorsed by the Secretary of State of Delaware shall be recorded in the Office  
of the Recorder of the county in which the registered office of the Surviving   
Corporation is located in accordance with Delaware Law.                         

  (c) Subject to the terms and conditions hereof, Sub and Metro shall each
use reasonable efforts to take all such action as may be necessary or           
appropriate to effectuate the Merger under Delaware Law at the time specified in
this Section 1.02. Effective as of the date hereof, Seller and Buyer have       
entered into the Stockholder Agreement attached hereto as Exhibit H.            

(d) If, at any time after the Effective Time, any further action is   
necessary or desirable to carry out the purposes of this Agreement and to vest  
the Surviving Corporation with full right, title and possession to all          
properties, interests, assets, rights, privileges, immunities, powers and       
franchises of either Sub or Metro, the officers of the Surviving Corporation are
fully authorized in the name of Sub or Metro, as the case may be, or otherwise  
to take, and shall take, all such necessary or desirable action.                

    1.03 EFFECT OF THE MERGER. At the Effective Time, the effect of the Merger
shall be as provided in the applicable provisions of Delaware Law. Without      
limiting the generality of, and subject to the provisions of, Delaware Law, at  
the Effective Time, except as otherwise provided in this Agreement, all the     
properties, interests, assets, rights, privileges, immunities, powers and       
franchises of Sub and Metro shall vest in the Surviving Corporation, and all    
debts, liabilities, duties and obligations of Sub and Metro shall become the    
debts, liabilities, duties and obligations of the Surviving Corporation.        

     1.04 CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE SURVIVING CORPORATION.
At the Effective Time, the Certificate of Incorporation of Sub shall be the     
Certificate of Incorporation of the Surviving Corporation, and the By-laws of   
Sub in effect immediately prior to the Effective Time shall be the By-laws of   
the Surviving Corporation.                                                      

    1.05 OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION. The officers and
directors of Sub immediately prior to the Effective Time shall be the officers  
and directors of the Surviving Corporation, each to hold office in accordance   
with the Certificate of Incorporation and                                       

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By-laws of the Surviving Corporation until their respective successors are duly 
elected or appointed and qualified or until their respective earlier death,     
resignation or removal.                                                         

1.06 NAME OF THE SURVIVING CORPORATION. The name of the Surviving     
Corporation shall be "Brooks Fiber Communications of Texas, Inc."               

 1.07 MANAGEMENT AGREEMENT. Effective April 1, 1997, the Buyer and Metro
shall enter into a Management Agreement substantially in the form attached      
hereto as Exhibit B (the "Management Agreement").                               

1.08 AGREEMENTS WITH SHAREHOLDERS, OPTION HOLDERS AND SAR HOLDERS.    

(a) Pursuant to the terms of the letter agreement dated March 27, 1997
between Metro, Seller, Richard B. Kolsby and each of the holders of options (the
"Option Holders") to purchase common stock, $.10 par value per share, of Metro  
("Metro Common Stock"), Metro and Seller shall use their best efforts to enter  
into one or more agreements with Mr. Kolsby and the Option Holders, pursuant to 
which the following actions would be taken:                                     

          (i) all indebtedness of Metro to Seller reflected on the balance sheet
of Metro as of March 31, 1997 (the "March Balance Sheet") shall be converted    
prior to the Effective Time into shares of Metro Common Stock;                  

     (ii) each Option Holder (other than those Option Holders, if any,
identified on Schedule 2.01(c) hereto) shall agree to exercise, no later than   
the day before the Closing Date, each of their options to purchase Metro Common 
Stock ("Metro Stock Options"), in each case on the terms and conditions of the  
Stock Option Agreements listed on Schedule 3.03 hereto (as to options held by   
the Option Holders) and the terms and conditions of Section 3.05 of the         
Shareholders Agreement dated October 14, 1993 (the "Shareholders Agreement")    
between Metro, Seller and Richard B. Kolsby (as to options held by Seller); and 

         (iii) all rights and obligations of the parties to the Put Agreements
listed on Schedule 3.03 hereto ("Put Agreements"), and the Shareholders         
Agreement shall be terminated prior to the Effective Time.                      

     (b) Metro and Seller shall use their best efforts to enter into one or more
agreements with each of the holders of the Stock Appreciation Rights Agreements 
listed on Schedule 1.08 hereto (the "Metro SARs"), pursuant to which each of    
such holders shall agree to receive, at the time and in the manner provided in  
Section 2.01(d), cash payments in full settlement of the rights under the Metro 
SARs based upon the number of Fully-Diluted Metro Shares (as defined below) at  
the Effective Time.                                                             

(c) Metro and Seller shall use their best efforts to enter into an    
agreement with M.D. English to terminate the Consulting Agreement with him      
referenced on Schedule 3.26 hereto.                                             

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   (d) Metro shall furnish to Buyer at least five business days prior to the
Closing a certificate setting forth (i) the number of shares of Metro Common    
Stock that will be issued and outstanding as of the Effective Time, after       
consummation of each of the transactions contemplated by paragraph (a) above,   
(ii) the number of such shares that will be held as of such time by Seller and  
each other holder of issued and outstanding shares of Metro Common Stock        
(collectively, with Seller, the "Shareholders"), (iii) the number of            
Fully-Diluted Metro Shares (as defined below) that will be outstanding at the   
Effective Time, and (iv) the total cash payments made or to be made by Metro    
under Section 1.08(b). For purposes hereof, Fully-Diluted Metro Shares shall    
mean, as of any respective date, the sum of (i) the number of shares of Metro   
Common Stock issued and outstanding as of such date and (ii) the number of      
shares of Metro Common Stock issuable upon the exercise of all Metro Stock      
Options outstanding as of such date.                                            

1.09 EMPLOYMENT OF METRO PERSONNEL.                                   

    (a) The Surviving Corporation will offer employment on an at-will basis to
the employees of Metro as of the Effective Time, including, without limitation, 
the individuals listed on Schedule 3.26 hereto, for a period of at least six    
months following the Effective Time (unless earlier terminated for Cause as     
defined in paragraph (b) below or terminated pursuant to paragraph (c)(i) below)
at such individuals' respective current salary levels and locations and will    
adopt and maintain such benefit programs and plans for their benefit, including 
appropriate Buyer stock options in accordance with their job descriptions, as   
are specified on Schedule 1.09 hereto.                                          

     (b) If, during the six-month period referred to in paragraph (a) above, the
Surviving Corporation (or any controlling entity of the Surviving Corporation)  
shall terminate the employment of any such employee with the Surviving          
Corporation, other than for Cause, the Surviving Corporation shall pay such     
employee a lump sum severance payment equal to such employee's salary for the   
balance of the six-month period. For purposes hereof, "Cause" shall mean        
conviction of a felony, habitual intoxication, abuse of or addiction to a       
controlled or dangerous substance, excessive absenteeism, the willful and       
continued failure by the employee to substantially perform his or her duties as 
an employee of the Surviving Corporation or otherwise to abide by its corporate 
policies, or the willful engaging by the employee in misconduct which is        
materially injurious to the Surviving Corporation, monetarily or otherwise.     

     (c) If, during the six month period referred to in paragraph (a) above, the
Surviving Corporation assigns any of such employees to a job assignment which   
requires such employee to be based more than fifty miles from such employee's   
current location, such employee may decline such assignment in which event the  
Surviving Corporation may either (i) terminate such employee and pay such       
employee a lump sum severance payment equal to such employee's salary for the   
balance of the six month period or (ii) elect to continue the at-will employment
of such employee at such employee's then current location.                      

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    1.10 MOST FAVORED PRICING. The Buyer will offer Seller a ten-year contract
with two ten-year renewal options to purchase (the "Master Service Agreement"), 
at the Surviving Corporation's most favored pricing regardless of volume,       
dedicated and switched services for resale from the Dallas/Irving/Ft. Worth,    
Austin, San Antonio, Corpus Christi and Waco networks of the Surviving          
Corporation.                                                                    

    1.11 ADDITIONAL BORROWINGS. Subject to Section 5.01(h), Buyer acknowledges
that Metro may borrow additional funds from Seller after March 31, 1997. Buyer  
(i) agrees that any such additional borrowings from Seller after March 31, 1997 
shall be repaid by Buyer no later than 30 days after the Closing Date and (ii)  
acknowledges that no such additional borrowing from Seller after March 31, 1997 
with Buyer's prior approval shall be deemed to breach any representation,       
warranty, covenant or agreement of Metro or Seller hereunder. Buyer has given   
its prior approval with respect to additional borrowings necessary to enable    
Metro to satisfy its payroll and accounts payable obligations until such time as
Buyer notifies Seller that such additional borrowings are no longer required.   

 1.12 ASSUMED NAME. Immediately prior to the Effective Time, Metro shall
assign to Seller all right, title and interest in Metro's registered assumed    
name "New Century Communications," as more fully described on Schedule 3.17     
hereto.                                                                         

  1.13 SUPPLEMENTAL PAYMENT. In connection with the negotiation, execution
and delivery of the letter agreement referred to in Section 1.08(a), Buyer      
acknowledges that the Option Holders have requested to receive, and Metro has   
agreed to pay, supplemental cash payments in connection with the exercise of    
their Metro Stock Options to partially offset the income taxes that will become 
due and payable as a result of such exercises. Upon the request of Metro, Buyer 
agrees to loan to Metro up to $565,000 to fund these payments by Metro to the   
Option Holders. In the event Buyer loans such cash and the Merger is not        
consummated hereunder, Seller shall, or shall cause Metro to, repay such loan.  
Metro's obligation to make these payments to the Option Holders shall not be    
accrued as a liability of Metro on the March Balance Sheet.                     

ARTICLE II
CONVERSION OF SECURITIES

2.01 CONVERSION OF SECURITIES. At the Effective Time, by virtue of the
Merger and without any further action on the part of Sub or Metro or any        
stockholder thereof:                                                            

   (a) Effective as of the Effective Time, each share of the $0.01 par value
Common Stock of Sub ("Sub Common Stock") shall be converted into and become one 
fully paid and non-assessable share of common stock, $0.01 par value per share, 
of the Surviving Corporation ("Surviving Corporation Common Stock"). Each       
certificate representing outstanding shares of Sub Common Stock shall at the    
Effective Time represent an equal number of shares of Surviving Corporation     
Common Stock.                                                                   

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 (b) Each share of Metro Common Stock issued and outstanding immediately
prior to the Effective Time shall be converted into (A) that number of full     
shares of the common stock of Buyer, par value $0.01 per share (such shares,    
together with the associated Preferred Stock Purchase Rights issued pursuant to 
the Rights Agreement dated February 29, 1996 between the Company and The        
Boatmen's Trust Company, as Rights Agent, being hereinafter referred to         
collectively as "Buyer Common Stock"), as shall be determined by dividing the   
Merger Consideration (as defined in Section 2.03 hereof) by the total number of 
the Fully-Diluted Metro Shares (the "Metro Per Share Consideration") and        
dividing the result by $20.60, or (B) at the option of any holder of Metro      
Common Stock other than Seller, exercised in the manner specified herein in     
Exhibit C hereto on or prior to the third business day prior to the date of the 
Closing (a "Cash Election"), a right to receive, in lieu of some or all of the  
shares of Buyer Common Stock otherwise issuable to such holder pursuant to      
clause (A), a cash payment equal to the product of such number of shares of     
Buyer Common Stock, times $20.60, provided, however, that the aggregate amount  
of cash (including cash paid for fractional shares) for which shares of Metro   
Common Stock may be exchanged may in no event exceed an amount of cash which    
would result in the Shareholders surrendering less than 80% of their Metro      
Common Stock in exchange solely for Buyer Common Stock as required for the      
Merger to be a tax-free reverse triangular reorganization under Section         
368(a)(2)(E) of the IRC (the "Cash Limitation"). The shares of Buyer Common     
Stock issued pursuant to clause (A) are herein referred to as the "Stock        
Consideration" and the amount of cash, if any, paid pursuant to clause (B) is   
herein referred to as the "Cash Consideration." The Stock Consideration shall be
issued pursuant to Buyer's shelf registration statement (the "Registration      
Statement") on Form S-4 (No. 333-21223) under the Securities Act of 1933, as    
amended ("Securities Act").                                                     

     (c) Any of the Metro Stock Options listed on Schedule 2.01(c) hereto, which
is outstanding immediately prior to the Effective Time (the "Assumed Metro Stock
Options"), shall be converted into an option, substantially in the form of      
Exhibit D hereto, to purchase from Buyer ("Buyer Stock Option") the number of   
shares of Buyer Common Stock (rounded down to the nearest full share) as shall  
be determined by (A) multiplying (i) the number of shares of Metro Common Stock 
issuable upon exercise of such Assumed Metro Stock Option immediately prior to  
the Effective Time by (ii) the Metro Per Share Consideration and (B) dividing   
the resulting product by $20.60, and having an option exercise price per share  
of Buyer Common Stock (rounded to the nearest cent) as shall be determined by   
dividing (i) the aggregate exercise price of such Assumed Metro Stock Option by 
(ii) such number of shares of Buyer Common Stock. Buyer shall reserve for       
issuance the number of shares of Buyer Common Stock that will become issuable   
upon the exercise of the Buyer Stock Options. Seller and Metro shall cause all  
other Metro Stock Options to be exercised prior to the Closing Date.            

    (d) The amounts payable pursuant to the Metro SARs outstanding immediately
prior to the Effective Time shall be accrued as a liability on the March Balance
Sheet and shall be paid by Metro immediately prior to the Closing Date          

     (e) Each share of Metro Common Stock, if any, held in the treasury of Metro
immediately prior to the Effective Time shall be canceled and extinguished and  
no payment shall be made with respect thereto.                                  

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 (f) From and after the Effective Time, each certificate
theretofore evidencing one or more shares of Metro Common Stock shall no longer 
evidence such shares, but shall evidence only the right to receive, in exchange 
therefor, the Merger Consideration set forth in this Article II in the manner   
provided in Section 2.02 of this Agreement.                                     

2.02 EXCHANGE OF CERTIFICATES.                                        

     (a) At the Closing, each of the Shareholders shall surrender or shall cause
to be surrendered to Buyer certificates for all of the issued and outstanding   
shares of Metro Common Stock duly endorsed for transfer and accompanied by a    
letter of transmittal substantially in the form attached hereto as Exhibit E,   
and Buyer shall cause the Merger Consideration to be delivered in exchange      
therefor to the Shareholders in accordance with their respective holdings of the
issued and outstanding shares of Metro Common Stock.                            

    (b) No certificate or scrip representing fractional shares of Buyer Common
Stock to which holders of Metro Common Stock would otherwise be entitled        
pursuant to Section 2.01(b) will be issued in the Merger, and such fractional   
share interests will not entitle the owner thereof to vote or to any rights of a
stockholder of Buyer. In lieu thereof, Buyer shall pay each holder of Metro     
Common Stock who is otherwise entitled to a fractional share of Buyer Common    
Stock cash in an amount equal to the product of such fractional share of Buyer  
Common Stock and $20.60.                                                        

(c) At the Closing, each holder of an Assumed Metro Stock Option to be
converted pursuant to Section 2.01(c) shall surrender the agreement evidencing  
such Assumed Metro Stock Option to Buyer, and Buyer shall deliver to such holder
the Buyer Stock Option into which such Assumed Metro Stock Option shall be      
converted at the Effective Time in accordance with the provisions of Section    
2.01(c).                                                                        

2.03 MERGER CONSIDERATION.                                            

(a) The Merger Consideration will be an amount equal to the sum of    
$63,449,203 plus the Net Book Value of Metro as of March 31, 1997 (the "Merger  
Consideration"). For this purpose, "Net Book Value" means the total amount of   
Metro's assets shown on the March Balance Sheet less the total amount of Metro's
liabilities shown on the March Balance Sheet (except any indebtedness of Metro  
to Seller).                                                                     

  (b) On or prior to April 15, 1997, Metro shall deliver the March Balance
Sheet to Buyer and to Seller. Except as set forth on Schedule 2.03 hereto, the  
March Balance Sheet shall be prepared in accordance with generally accepted     
accounting principles consistently applied ("GAAP"), with all appropriate       
accruals and reserves, whether or not such accruals and reserves have previously
been included in financial statements of Metro. The proposed accounting         
treatment of each of the various matters listed on Schedule 2.03 hereto shall be
final, conclusive and binding on the parties hereto and the Shareholders.       

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    (c) Buyer shall have ten (10) business days after its receipt of the March
Balance Sheet either to agree with it or, if Buyer disputes any amount thereon, 
to give written notice ("Notice of Dispute") to Metro and to Seller of such     
dispute, specifying in reasonable detail all points of disagreement with the    
March Balance Sheet. If Buyer fails to deliver a Notice of Dispute during such  
ten (10) business day period, the March Balance Sheet shall conclusively be     
deemed to have been agreed upon by the parties and shall be final, conclusive   
and binding on all parties hereto and the Shareholders.                         

  (d) Upon receipt of a Notice of Dispute, Metro and Seller shall promptly
consult with the Buyer with respect to its specified points of disagreement in  
an effort to resolve the dispute. If any such dispute cannot be resolved by the 
parties within ten (10) business days after Metro and Seller receive the Notice 
of Dispute, the parties shall refer the dispute to a partner in national firm of
certified public accountants mutually agreed upon by Buyer and Metro (the       
"Arbiter"), as an arbitrator to finally determine, as soon as practicable, and  
in any event within fifteen (15) days after such reference, all points of       
disagreement with respect to the March Balance Sheet. For purposes of such      
arbitration each of Buyer and Metro shall submit a proposed March Balance Sheet.
Metro's proposed March Balance Sheet need not be identical to the March Balance 
Sheet delivered pursuant to Section 2.03(b). The Arbiter shall conduct the      
arbitration under such procedures as the parties may agree or, failing such     
agreement, under the Commercial Arbitration Rules of the American Arbitration   
Association. The fees and expenses of the arbitration and the Arbiter incurred  
in connection with the arbitration of the March Balance Sheet shall be allocated
between Buyer and Seller by the Arbiter in proportion to the extent either Buyer
or Metro did not prevail on items in dispute in the March Balance Sheet;        
provided, that such fees and expenses shall not include, so long as such party  
complies in all material respects with the procedures of this Section 2.03, the 
other party's outside counsel or accounting fees. All determinations by the     
Arbiter with respect to the March Balance Sheet and the allocation of           
arbitration fees and expenses shall be final, conclusive and binding on Buyer,  
Metro and the Shareholders.                                                     

 ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

   Seller hereby makes the following representations and warranties to Buyer
and Sub.                                                                        

3.01 EXISTENCE AND QUALIFICATION.                                     

  (a) Seller is a corporation duly organized, validly existing and in good
standing under the laws of the State of Louisiana and has the corporate power   
and authority to own all of the outstanding shares of Metro Common Stock owned  
by it, to perform its obligations hereunder and to consummate the transactions  
contemplated hereby.                                                            

 (b) Metro is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and (i) has the corporate power
and authority to own and use its properties and to transact the businesses in   
which it is engaged, (ii) holds all of the franchises, licenses, rights of way, 
operating permits, grants of location and carrier                               

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agreements and certifications necessary and required therefor, except where the 
failure to hold any such rights would not have a material adverse effect upon   
Metro, (iii) is duly licensed or qualified to do business and is in good        
standing in the State of Texas, and (iv) is not required to be registered,      
licensed or qualified to do business in any other jurisdiction, except any      
jurisdiction where the failure to be so registered, licensed or qualified would 
not have a material adverse effect upon Metro. Metro does not have any direct or
indirect subsidiaries or other entity in which it has any direct or indirect    
ownership or beneficial interest.                                               

     (c) Metro is a telecommunications corporation certificated to provide local
exchange services and other public telecommunications services anywhere within  
the State of Texas ("Network Services"), as described in exhibits from time to  
time filed by Metro with the Public Utility Commission of the State of Texas    
("PUC"), pursuant to a valid service provider certificate of authority granted  
by the PUC by its Consolidated Order (Docket No. 16452).                        

     3.02 OWNERSHIP OF SHARES. Except as set forth on Schedule 3.02 hereto, each
of Seller and the other persons listed on Schedule 3.02 hereto is the lawful    
holder of record and beneficial owner of the number of shares of Metro Common   
Stock, Metro Stock Options and Metro SARs set forth in Schedule 3.02 hereto     
opposite Seller's or such person's name, in each case free and clear of any     
claim, lien, pledge, charge, option, security interest or other encumbrance, or 
any legal, contractual or other limitation or restriction including, without    
limitation, any restriction on transfer or the right to vote.                   

    3.03 CAPITALIZATION OF METRO. The entire authorized issued and outstanding
capital stock of Metro is as set forth on Schedule 3.03 hereto. Each of the     
issued and outstanding shares of capital stock of Metro is validly issued and   
outstanding, fully paid and non-assessable. Except as set forth on Schedule 3.03
hereto, there are no outstanding subscription, rights, options, warrants,       
convertible or exchangeable securities or other agreements of any kind entitling
any person or entity to acquire from Metro any shares of capital stock of Metro 
(or any securities convertible into or exchangeable for shares of such capital  
stock), and there are no agreements, arrangements, rights or commitments of any 
character relating to the issuance, sale, purchase or redemption, or restricting
the transfer of, or the declaration as payment of dividends on, any shares of   
capital stock of Metro.                                                         

  3.04 APPROVAL OF AGREEMENT. Except as set forth on Schedule 3.04 hereto,
the execution, delivery and performance of this Agreement by Seller and Metro   
has been duly authorized and approved by all necessary corporate action on the  
part of Seller and Metro. Pursuant to such authorizations and approvals, Seller 
and Metro each have full power and authority to enter into this Agreement and to
perform its obligations hereunder. Subject to compliance with the filing and    
waiting period requirements under the Hart-Scott-Rodino Antitrust Improvements  
Act of 1976 ("H-S-R Act") and the filing and recordation of the Certificate of  
Merger and except as set forth on Schedule 3.04 hereto, neither the execution   
and delivery by Seller or Metro of this Agreement nor the performance by Seller 
or Metro of its respective obligations hereunder does or will (i) conflict with 
or result in any violation of or constitute a breach of any provision of its    
respective Articles or Certificate of Incorporation, Bylaws and, except as set  
forth in Schedule 3.21 hereto, the franchises, licenses, rights of way,         

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permits, grants of location and carrier agreements and certifications, of Metro,
or any indenture, evidence of indebtedness or other agreement to which Seller or
Metro is a party or by which Seller or Metro is bound, (iii) result in the      
creation of any lien or other encumbrance upon any of the assets of Metro, (iv) 
violate any judgment, order, injunction, decree or award of any court,          
administrative agency or governmental body against or binding upon Seller or    
Metro or (v) constitute a violation by Seller or Metro of any applicable law or 
regulation.                                                                     

  3.05 BOOKS AND RECORDS. The books of account, stock record books, minute
books, bank accounts and other corporate records of Metro have been made        
available to Buyer and its representatives and are true, correct and complete in
all material respects, have been maintained in accordance with sound business   
practices and the matters contained therein are accurately reflected in the     
December Financial Statements (as hereinafter defined) of Metro to the extent   
appropriate.                                                                    

     3.06 FINANCIAL STATEMENTS. Attached hereto as Schedule 3.06 are the balance
sheet of Metro as of December 31, 1996 ("Metro's December Balance Sheet"), and  
the related statement of operations, statement of stockholders' equity and      
statement of cash flows for the year then ended (collectively, "Metro's December
Financial Statements"). Metro's December Financial Statements are true, complete
and correct in all material respects, have been prepared in conformity with GAAP
consistently applied, and present fairly in all material respects the financial 
position of Metro at December 31, 1996 and the results of operations of Metro   
for the year then ended. Without limiting the foregoing, all of the assets and  
liabilities of Metro at December 31, 1996 have been properly reflected on       
Metro's December Balance Sheet in accordance with GAAP, and, as of the date     
hereof, Metro does not have any indebtedness for money borrowed (other than     
money borrowed from Seller) which is not reflected on Metro's December Balance  
Sheet.                                                                          

3.07 EVENTS SUBSEQUENT TO DECEMBER 31, 1996. Except as set forth on   
Schedule 3.07 hereto, since December 31, 1996, there has been no (a) change in  
the business, condition (financial or otherwise), operations, prospects, assets 
or liabilities of Metro, other than changes in the ordinary course of business, 
none of which have been materially adverse, (b) material damage, destruction or 
loss, whether covered by insurance or not, affecting any of the assets of Metro,
(c) declaration, setting aside or payment of any dividend or other distribution 
in respect of or to the holder of any of the shares of the capital stock of     
Metro, (d) issuance of any stock or other securities by Metro (except upon      
exercise of existing Metro Stock Options), (e) waiver of any rights or suffering
of any losses by Metro, except in the ordinary course of business, none of which
have been materially adverse, or (f) entering into any transaction by Metro     
other than in the ordinary course of business.                                  

3.08 WORK IN PROGRESS. The construction work in progress reflected in 
Metro's December Balance Sheet is properly valued in accordance with GAAP. The  
assets of Metro do not include any materials held on consignment or in the      
possession of others.                                                           

    3.09 ACCOUNTS AND NOTES RECEIVABLE. Subject to applicable reserves for bad
debts shown on or reflected in Metro's December Balance Sheet, (a) all accounts 
and notes                                                                       

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receivable reflected on Metro's December Balance Sheet are, and all             
accounts and notes receivable of Metro subsequently accruing to the Effective   
Time will be (except those which have been collected since December 31, 1996),  
to the best knowledge of Seller and Metro (i) valid, genuine and subsisting,    
(ii) subject to no known defenses, set-offs or counterclaims and (iii) current  
and collectible and (b) all accounts and notes receivable of Metro reflected on 
the March Balance Sheet and its balance sheet immediately prior to the first day
of the month in which the Effective Time occurs will be paid in full, net of    
such reserves, on or before 120 days after the Effective Time, less any         
applicable trade discounts.                                                     

 3.10 NO UNDISCLOSED LIABILITIES. Metro does not have any liabilities or
obligations whatsoever, either accrued, absolute, contingent or otherwise, and  
Seller knows of no basis for any claim against Metro for any liability or       
obligation, except (a) to the extent set forth or reflected on Metro's December 
Balance Sheet, (b) to the extent specifically set forth on any Schedule         
delivered by Seller pursuant hereto or otherwise described in this Article III, 
or (c) liabilities or obligations incurred in the normal and ordinary course of 
business since December 31, 1996, none of which liabilities or obligations since
December 31, 1996 have been materially adverse.                                 

     3.11 TAX RETURNS AND AUDIT. Metro (or Seller on behalf of Metro) has filed,
or caused to be filed, on a timely basis with the appropriate agencies all U.S. 
federal, state, local, foreign and other tax returns and tax reports required by
law to be filed by or with respect to Metro and each of its employees and       
employee benefit plans, and, except as set forth on Schedule 3.11 hereto, (a)   
such returns and reports are true, complete and correct, (b) no audit or        
investigation of Metro or of any such returns or reports is in progress, pending
or threatened, (c) except for the tax returns filed by Seller and described on  
Schedule 3.11 hereto, Metro has not joined in and will not join in the filing of
any consolidated or combined tax return with respect to which it is or could be 
jointly or severally liable and Metro is not a party to any affiliated group    
consolidated return tax allocation, tax sharing or tax indemnity agreement, (d) 
Metro is not a foreign person within the meaning of Section 1445(b)(2) of the   
IRC and the regulations thereunder, (e) all income, profits, employment         
(including Social Security, unemployment insurance and employee income tax      
withholding), franchise, gross receipts, sales, use, transfer, stamp,           
occupation, property, excise, ad valorem and other taxes, all Pension Benefit   
Guaranty Corporation ("PBGC") premiums and other governmental charges of a      
similar nature, and all penalties, additions to tax and interest relating to    
such taxes, premiums and charges (all of which are referred to herein           
individually as a "Tax" and collectively as "Taxes"), due from Metro have been  
fully paid or accrued, (f) there exists no unpaid Tax or Tax deficiency assessed
by any governmental authority against Metro or with respect to either of their  
respective businesses, (g) to the best knowledge of Seller and Metro, there     
exist no grounds for the assertion or assessment of any additional Taxes against
Metro or with respect to its businesses, (h) copies of all U.S. federal, Texas  
and Delaware income Tax returns (or schedules included in Seller's consolidated 
U.S. federal returns that relate to Metro), Tax examination reports and         
statements of deficiencies assessed against, or agreed to by Seller (to the     
extent they relate to Metro) and/or Metro have been made available to Buyer, (i)
no waiver of any statute of limitations has been given and is in effect in      
respect to the assessment of any Taxes against Metro, (j) Metro has not made an 
election under Section 338 of the IRC or taken any action that would result in  
any                                                                             

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income Tax liability to Metro as a result of a deemed election within the       
meaning of Section 338 of the IRC, and (k) the adjusted tax basis of the assets 
of Metro is equal to or greater than the amount shown on Schedule 3.11 hereto,  
and the useful life of such assets for purposes of determining depreciation or  
amortization for federal income tax purposes is as set forth on Schedule 3.11   
hereto.                                                                         

   3.12 CONTRACTS AND OTHER OBLIGATIONS. Except as specifically set forth on
Schedule 3.12 hereto, each of the agreements, contracts, commitments and other  
obligations of Metro listed on the Schedules to this Agreement ("Contracts") is 
a valid and binding obligation of Metro in accordance with its terms and is in  
full force and effect and neither Metro nor, to the best knowledge of Seller or 
Metro, any other party thereto is in default with respect to any term or        
condition thereof, nor, to the best knowledge of Seller and Metro, has any event
occurred which, through the passage of time or the giving of notice, or both,   
would constitute a default thereunder or would cause the acceleration of any    
obligation of any party thereto or would give any party thereto an affirmative  
defense against Metro. Except as specifically set forth on Schedule 3.12 hereto,
no termination or other penalty will result under, and no consent is required   
under, any Contract for the consummation of the transactions contemplated by    
this Agreement. Metro has delivered or otherwise made available to Buyer true,  
correct and complete copies of the contracts, agreements or other documents     
creating or evidencing each of the Contracts.                                   

    3.13 REAL PROPERTY - OWNED. Metro does not own any parcel of real property
or have any interest in or any right or obligation to acquire any interest in   
any parcel of real property.                                                    

3.14 PERSONAL PROPERTY - OWNED. Except as set forth on Schedule 3.14  
hereto, Metro has good and marketable title to all personal property owned and  
used in its businesses (including without limitation all personal property      
reflected on the December Balance Sheet or acquired after the date thereof,     
except any subsequently sold in the ordinary course of business), free and clear
of all mortgages, options, liens, charges, security interests, leases,          
covenants, conditions, agreements, claims, restrictions and other encumbrances  
of every kind and there exists no restriction on the use or transfer of such    
property.                                                                       

3.15 REAL AND PERSONAL PROPERTY - LEASED BY METRO.                    

    (a) Set forth on Schedule 3.15 hereto is a description of each lease under
which Metro is the lessor of any real or personal property. Metro has delivered 
or made available to Buyer a true, correct and complete copy of each lease      
identified on Schedule 3.15. The premises or property described in such leases  
are presently occupied or used by the lessee under the terms of such leases.    

    (b) All rentals or other payments due under such leases have been paid and
there exists no default under the terms of such leases and no event has occurred
which, upon passage of time or the giving of notice, or both, would result in   
any event of default or prevent Metro from exercising and obtaining the benefits
of any rights contained therein. No consent is                                  

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required under any such lease for the consummation of the transactions          
contemplated hereby. Upon the Closing Buyer will have all right, title and      
interest of the lessor under the terms of such leases, free of all liens, claims
or encumbrances and all such leases are valid and in full force and effect.     

3.16 REAL AND PERSONAL PROPERTY - LEASED TO METRO.                              

    (a) Set forth on Schedule 3.16 hereto is a description of each lease under
which Metro is the lessee of any real or personal property. Metro has delivered 
or made available to Buyer a true, correct and complete copy of each lease      
identified on Schedules 3.16. The premises or property described in said leases 
are presently occupied or used by Metro in its businesses as lessee under the   
terms of such leases. To the best knowledge of Seller and Metro, all            
improvements located on and the use presently being made of all real property   
leased by Metro comply with all applicable zoning and building codes and        
ordinances and all applicable fire, environmental, occupational safety and      
health and similar standards established by law or regulation. There is no      
proposed, pending or, to the best knowledge of Seller and Metro, threatened     
change in any such code, ordinance or standard which would adversely affect the 
respective businesses of Metro or the use of any of such property or leasehold  
improvements. There is no proposed, pending or, to the best knowledge of Seller 
and Metro, threatened condemnation proceeding or similar action affecting any of
such property, plant, equipment or leasehold improvements or with respect to any
streets or public amenities appurtenant thereto or in the vicinity thereof which
would adversely affect the respective businesses of Metro or the use of any of  
such property or leasehold improvements.                                        

(b) Except as set forth on Schedules 3.16, all rentals due under such 
leases have been paid and there exists no default under the terms of such leases
and no event has occurred which, upon passage of time or the giving of notice,  
or both, would result in any event of default or prevent Metro from exercising  
and obtaining the benefits of any rights or options contained therein. Except as
set forth on Schedule 3.16 hereto, no consent under any such lease is necessary 
for the consummation of the transactions contemplated hereby. Metro has all     
right, title and interest of the lessee under the terms of said leases, free of 
all liens, claims or encumbrances and all such leases are valid and in full     
force and effect.                                                               

     (c) There is no default or basis for acceleration or termination under, nor
has any event occurred nor does any condition exist which, with the passage of  
time or the giving of notice, or both, would constitute a default or basis for  
acceleration or termination under any underlying lease, agreement, mortgage or  
deed of trust, which default or basis for acceleration or termination would     
adversely affect any lease described on Schedule 3.16 or the property or use of 
the property covered by such lease in the respective businesses of Metro. There 
will be no default or basis for acceleration or termination under any such      
underlying lease, agreement, mortgage or deed of trust as a result of the       
transactions provided for in this Agreement.                                    

    3.17 PATENTS, TRADEMARKS AND COPYRIGHTS. Set forth on Schedule 3.17 hereto
is a listing of all the patents, applications for patents, trademark            
registrations, applications for trademark registrations, unregistered           
trademarks, tradenames, copyright registrations,                                

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applications for copyright registration and license agreements with respect to  
the foregoing used, owned or granted by or to Metro. Except as set forth on     
Schedule 3.17, (a) all such items are valid and subsisting; (b) good and        
marketable title to all such items together with all common law rights (if any) 
to the subject matter thereof is held by Metro, free and clear of all options,  
adverse claims, defenses, liens, charges, security interests, covenants,        
conditions, agreements, restrictions and other encumbrances; (c) except for     
requirements of applicable law, there exists no restriction on the use or       
transfer of any such item; (d) there are no interferences, challenges,          
proceedings or infringement suits pending or, to the knowledge of Seller or     
Metro, threatened, with respect to any such item; and (e) Metro has not granted 
a license to any other party with respect to any such item. Metro is not        
infringing upon the right of any other person under any patent, trademark on    
other intellectual property right (including rights described in Section 3.18)  
and, to the best knowledge of Seller and Metro, no other person is infringing   
upon any patent, trademark or intellectual property right (including rights     
described in Section 3.18) of Metro.                                            

     3.18 OTHER INTANGIBLE OR INTELLECTUAL PROPERTY. Metro has valid title to or
the valid right to use all intangible or intellectual property used by it       
(including all inventions, discoveries, processes, formulae, trade secrets,     
unregistered copyrights, proprietary technical information and know-how, to the 
extent such property is not covered by Section 3.17 hereof), free and clear of  
any claim, defense or right of any other person or entity.                      

 3.19 NECESSARY PROPERTY. The tangible and intangible property owned and
leased by Metro and listed or described on Schedule 3.19 hereto and in the other
Schedules hereto constitute all of the property and property rights owned and   
leased by Metro and all of the property and property rights which in any way    
relate to, are used in or, except as set forth on Schedule 3.19 hereto, are     
necessary for, the continued conduct of the respective businesses of Metro in   
the manner and to the extent presently conducted or planned.                    

3.20 DESCRIPTION OF NETWORKS; USE AND CONDITION OF PROPERTY, PLANT AND
EQUIPMENT.                                                                      

  (a) Metro has the following networks in operation or under construction:

         (i) Metro's Dallas/Irving/Ft. Worth network consists of approximately
281 route miles (as of February 12, 1997) of fiber optic cable plant (with      
minimum and maximum fiber counts of 12 and 144, respectively) installed and     
operating as intended and as shown on map Exhibit A-1 delivered pursuant to     
Section 3.20(b), with rings in Ft. Worth, Irving and Dallas, and a transport    
route connecting the three markets. The Dallas/Irving/Ft. Worth network is      
approximately 87 miles of underground construction and the balance is aerial    
construction. The Dallas/Irving/Ft. Worth network passes three Southwestern Bell
central offices and one GTE central office and is interconnected with all major 
inter-exchange carriers ("IXCs"). Metro is currently in the process of deploying
a DMS-500 switch in the Dallas/Irving/Ft. Worth network and has deployed a      
Cascade 9000 frame relay switch in the Dallas/Irving/Ft. Worth network.         

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        (ii) Metro's Austin network consists of approximately 38 route miles
(as of February 12, 1997) of fiber optic cable plant (with minimum and maximum  
fiber counts of 12 and 144, respectively) installed and operating as intended   
and as shown on map Exhibit A-2 delivered pursuant to Section 3.20(b), of which 
approximately 5.75 miles consists of underground construction and the balance is
aerial construction. The Austin network passes three Southwestern Bell central  
offices and is interconnected with all major IXCs. Metro has ordered a DMS-500  
switch for deployment in the Austin network, and has deployed a Cascade 9000    
frame relay switch in the Austin network.                                       

       (iii) Metro's San Antonio network consists of approximately 7 route
miles (as of February 12, 1997) of fiber optic cable plant (with minimum and    
maximum fiber counts of 12 and 144, respectively) installed and operating as    
intended and as shown on map Exhibit A-3 delivered pursuant to Section 3.20(b), 
of which approximately 2.5 miles consists of underground construction and the   
balance is aerial construction. The San Antonio network passes three            
Southwestern Bell central offices and is interconnected with all major IXCs.    
Metro has ordered a DMS-500 switch for deployment in the San Antonio network and
has deployed a Cascade 9000 frame relay switch in the San Antonio network.      

         (iv) Metro's networks in Houston, Corpus Christi and Waco are planned
for construction along routes indicated on maps Exhibits A-4, A-5 and A-6       
hereto, respectively, delivered pursuant to Section 3.20(b). Metro has committed
to order a DMS-500 switch for deployment in the Houston network.                

(b) By letter dated March 28, 1997, Metro's counsel furnished to Buyer
copies of maps that reflect (i) those portions of Metro's networks for          
Dallas/Irving/Fort Worth, Austin and San Antonio, Texas that were built and     
those portions that were planned for construction as of March 27, 1997 and (ii) 
Metro's proposed networks for Houston, Corpus Christi and Waco, Texas as of     
March 27, 1997. All of Metro's fiber optic cable installed in the central       
business districts of Dallas/Irving/Fort Worth, Austin and San Antonio has a    
fiber count of 144. Each such district is labeled on the maps for these markets.
In all other areas in these markets, the fiber count of Metro's fiber optic     
cable is less than 144.                                                         

    (c) All of the property, plant and equipment of Metro is in good operating
condition and repair as required for its use in the businesses of Metro as      
presently conducted or planned (reasonable wear and tear excepted), and conforms
in all material respects to all applicable laws, and no notice of any violation 
of any law, statute, ordinance or regulation relating thereto has been received 
by Seller or Metro except such as have been fully complied with.                

     3.21 LICENSES, RIGHTS OF WAY AND PERMITS. Set forth on Schedule 3.21 hereto
is a listing of each franchise, license, right of way, construction or operating
permit, grant of location and carrier agreement and certification owned or held 
by Metro, which are all that is required for the conduct of the businesses of   
Metro in the manner and to the extent presently conducted or planned, showing,  
in each case, the name of the person, government agency or other entity issuing 
or granting such license, right of way, permit, grant of location and carrier   

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agreement and certification. Such licenses, rights of way, permits, grants of   
location and carrier agreements and certifications are valid and in full force  
and effect and, except as specifically set forth on Schedule 3.21 hereto, no    
termination or other penalty will result thereunder, and no consent is required 
thereunder, for the consummation of the transactions contemplated by this       
Agreement.                                                                      

3.22 CONTRACTS AND COMMITMENTS. Except as set forth in Schedule 3.22  
hereto, there is not outstanding:                                               

   (a) Any single contract or purchase order providing for an expenditure by
Metro in excess of $50,000, contracts or purchase orders with the same or       
affiliated vendor(s) providing for an expenditure by Metro in excess of $50,000,
or contracts or purchase offers in the aggregate providing for expenditures by  
Metro in excess of $50,000, for the purchase of any real property, machinery,   
equipment or other items which are in the nature of capital investment;         

(b) Any other single contract or purchase order providing for an      
expenditure by Metro in excess of $50,000, other contracts or purchase orders   
with the same or affiliated vendor(s) providing for an expenditure by Metro in  
excess of $50,000, or contracts or purchase offers in the aggregate providing   
for expenditures by Metro in excess of $50,000, for the purchase of materials,  
supplies, component parts or any other items or services;                       

    (c) Any contract, bid or offer to which Metro is a party or by which Metro
is bound to provide services to third parties (i) which Seller or Metro knows or
has reason to believe is at a price which would result, for more than two       
consecutive months, in a loss before interest, income taxes, depreciation and   
amortization (an "EBITDA Loss") on the providing of such services in the manner 
contemplated under the contract, bid or offer (e.g., Metro is not buying type-2 
circuits and selling them at less than cost), (ii) which is pursuant to terms or
conditions that Metro cannot reasonably expect to satisfy or fulfill in their   
entirety, or (iii) which involves more than $15,000 in monthly revenues or      
which, together with all other contracts, bids or offers to or with the same    
party or any affiliated parties, involves more than $30,000 in monthly revenues;

 (d) Any purchase commitment by Metro for materials, supplies, component
parts or other items or services in excess of the normal, ordinary, usual and   
current requirements of its businesses or at a price in excess of the current   
reasonable market price charged to similarly situated companies;                

    (e) Any revocable or irrevocable power of attorney granted by Metro to any
person, firm or corporation for any purpose whatsoever;                         

(f) Any loan agreement, indenture, promissory note, conditional sales 
agreement or other similar type of agreement or instrument to which Metro is a  
party or by which Metro is bound;                                               

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 (g) Any arrangement or other agreement to which Metro is a party, or by
which Metro is bound, which involves (i) a sharing of profits, (ii) future      
payments by Metro of $15,000 or more per annum to any other person, or (iii) any
joint venture or similar contract or arrangement to which it is a party;        

  (h) Any sales agency, sales representation, distributorship or franchise
agreement, oral or written, to which Metro is a party or by which Metro or its  
businesses is bound;                                                            

(i) Any contract containing covenants limiting the freedom of Metro to
compete in any line of business or with any person or in any area;              

    (j) Any material contract or commitment to which Metro is a party which is
or was not made in the ordinary course of its businesses; or                    

 (k) Any other material contract or commitment to which Metro is a party
which is not cancelable without penalty on thirty (30) days notice or less and  
which is not specifically described on any other Schedule hereto.               

    3.23 BUSINESS RELATIONSHIPS. No current customer of Metro, no carrier with
which Metro has an interconnect agreement and no entity which since January 1,  
1996 has supplied equipment or optical fiber cable to Metro has threatened in   
writing to cancel or otherwise terminate its relationship with Metro, except    
where such cancellation or termination would not have a material adverse effect 
upon Metro.                                                                     

    3.24 NO BREACH OF LAW OR GOVERNING DOCUMENTS. There is no material default
under or material violation of any applicable statute, law, ordinance, decree,  
order, rule or regulation of any governmental body, or the provisions of any    
franchise, license, right of way, construction or operating permit, grant of    
location or carrier agreement or certification, by Metro and there is no default
under or violation of any provision of the Certificate of Incorporation or      
By-laws of Metro or the Shareholders Agreement, Put Agreements, Employment      
Agreements, Metro Stock Options or Metro SARs. Except as set forth in Section   
3.04 or Schedule 3.24 hereto, no governmental permits or consents are necessary 
for Metro and Seller to effect the transactions contemplated hereby.            

3.25 LITIGATION AND ARBITRATION. Except as set forth on Schedule 3.25 
hereto, there is no suit, claim, action or proceeding now pending or, to the    
best knowledge of Seller or Metro, threatened before any court, grand jury,     
administrative or regulatory body, governmental agency, arbitration or mediation
panel or similar body, to which Metro is a party or which may result in any     
judgment, order, decree, liability, award or other determination against Metro  
which, if determined adversely to Metro, would individually or in the aggregate 
have a material adverse effect on Metro or which will prevent or hamper the     
consummation of the transactions contemplated by this Agreement. No such        
judgment, order, decree or award has been entered against Metro which has, or   
could have, any continuing effect.                                              

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3.26 EMPLOYEES AND CONSULTANTS. Set forth on Schedule 3.26 hereto is a
complete list of:                                                               

(a) all employees of Metro (including all employees of Century Service
Group, Inc. that devote all of their working time to Metro)who earn $25,000 or  
more per year; and                                                              

(b) all agents and consultants to Metro;                              

together, in each case, with the current rate of compensation payable to each.  

    3.27 INDEBTEDNESS TO AND FROM SHAREHOLDERS AND OTHERS. Except as set forth
on Schedule 3.27 hereto, Metro is not indebted to any of its Shareholders or,   
except for amounts due as normal salaries, wages and bonuses and in             
reimbursement of ordinary expenses on a current basis, any of its officers,     
employees or agents, and no Shareholder, officer, employee or agent of Metro is 
indebted to it except for advancements for ordinary business expenses in a      
nominal amount.                                                                 

3.28 OUTSIDE FINANCIAL INTERESTS. Except as set forth on Schedule 3.28
hereto, neither Seller nor any director or officer of Seller or Metro has any   
direct or indirect financial interest in any competitor, supplier or customer of
Metro other than ownership of passive investments constituting not more than 1% 
of the outstanding securities of publicly-traded companies.                     

3.29 PAYMENTS, COMPENSATION AND PERQUISITES OF AGENTS, CONSULTANTS AND
OTHERS. All payments to agents, consultants and others made by Metro have been  
in payment of bona fide fees and commissions and not as illegal or improper     
payments. Metro has properly and accurately reflected on its books and records  
all compensation paid to and perquisites provided to its agents, consultants and
others. Such compensation and perquisites have been properly and accurately     
disclosed in the public or private reports, records and filings of Metro, to the
extent required by law.                                                         

   3.30 LABOR AGREEMENTS, EMPLOYEE BENEFIT PLANS, AND EMPLOYMENT AGREEMENTS.
Except as set forth on Schedule 3.30 hereto, Metro is not a party to (a) any    
union collective bargaining, works council or similar agreement or arrangement, 
(b) any qualified or non-qualified pension, retirement, profit-sharing, deferred
compensation, bonus, stock option, stock purchase, retainer, consulting, health,
welfare or incentive plan or agreement whether legally binding or not, (c) any  
plan or policy providing for employee benefits, including but not limited to    
vacation, disability, sick leave, medical, hospitalization, life and other      
insurance plans, and related benefits, or (d) any employment agreement. True,   
correct and complete copies of all documents creating or evidencing any         
agreement, arrangement, plan or policy listed on Schedule 3.30 have been        
delivered or made available to Buyer. Except as set forth on Schedule 3.30      
hereto, there are no negotiations, demands or proposals which are pending or    
which have occurred since January 1, 1997 which concern matters now covered, or 
that would be covered, by the type of agreements, arrangements, plans or        
policies listed in this Section.                                                

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3.31 ERISA.                                                           

  (a) All employee benefit plans disclosed on Schedule 3.30 (collectively,
"Plans") comply in all material respects with, and have been operated and       
maintained in compliance with, the Employee Retirement Income Security Act of   
1974, as amended ("ERISA"), and all other applicable laws and regulations, to   
the extent applicable. No "reportable event" (as defined in Section 4043(b) of  
ERISA) or "prohibited transaction" (as defined in Section 4975(c)(1) of the IRC,
or Section 406 of ERISA) has occurred with respect to any Plan, and, except as  
may result from the Merger, there is no fact or circumstance which may lead to  
the occurrence of any reportable event or prohibited transaction. With respect  
to each Plan:                                                                   

    (i) All minimum funding standards of ERISA and the IRC have been
complied with, without waiver thereof;                                          

         (ii) Full payment has been made of all amounts which are required and
due under the terms of each Plan, and full payment will be made of all amounts  
which are required and due through the date of the Closing;                     

        (iii) No "accumulated funding deficiency" (as defined in Section 302
of ERISA and Section 412 of the IRC) exists, and there has been no waiver       
thereof applied for or granted;                                                 

        (iv) The "current value" of the assets of each Plan does, and at the
Effective Time will, exceed the "present value" of all "accrued benefits"       
thereunder (as such terms are defined in Section 3 of ERISA);                   

          (v) Metro has not incurred any liability to the PBGC, and there exists
no fact or circumstance which may result in any such liability; and             

         (vi) The statements of assets and liabilities of each audited Plan as
of December 31, 1995 and the statements of changes in fund balances and in      
financial position and the statements of changes in net assets available for    
benefits under such Plan for such fiscal year, copies of which have been        
furnished or made available to Buyer, fairly present in all material respects   
the financial condition of such Plan as at such date and the results of         
operations thereof for the year ended on such date, all in accordance with GAAP 
applied on a consistent basis. The Plans for which separate audited statements  
are not available from Metro are identified on Schedule 3.30. All expenses and  
liabilities relating to all of the Plans have been and will be on the Effective 
Date fully and properly accrued on Metro's books and records.                   

(b) Neither Metro nor any of its affiliates is presently a party to or
participant in any multi-employer plan (as defined in Section 3(37) of ERISA).  

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3.32 TERMINATED PLANS. Neither Metro nor any of its affiliates has    
terminated or taken action to terminate any Plan and neither Metro nor any of   
its affiliates has any liability to any person or entity, including without     
limitation the PBGC, any other governmental agency or any participant in or     
beneficiary of any such Plan. Neither Metro nor any of its affiliates is liable 
for any excise, income or other tax or penalty as a result of any such          
termination.                                                                    

    3.33 OVERTIME, BACK WAGES, VACATION AND MINIMUM WAGES. Except as set forth
on Schedule 3.33 hereto, no present or former employee of Metro has any claim   
against Metro (whether under U.S., federal, state or local law, foreign law, any
employment agreement, or otherwise) on account of or for (a) overtime pay, other
than overtime pay for the current payroll period, (b) wages or salary (excluding
current bonus accruals and amounts accruing under pension and profit-sharing    
plans) for any period other than the current payroll period, (c) vacation, time 
off or pay in lieu of vacation or time off, other than that earned in respect of
the current fiscal year, or (d) any violation of any statute, ordinance or      
regulation relating to minimum wages or maximum hours of work.                  

     3.34 DISCRIMINATION AND OCCUPATIONAL SAFETY AND HEALTH. Except as set forth
on Schedule 3.25 hereto, no person or party (including, but not limited to,     
governmental agencies of any kind) has any claim, or basis for any action or    
proceeding, against Metro arising out of any statute, ordinance or regulation   
relating to discrimination in employment or employment practices or occupational
safety and health standards. Metro has not received any notice from any U.S.    
federal, state, local or foreign governmental entity alleging a claim of        
discrimination in employment or employment practices or a violation of          
occupational safety or health standards.                                        

    3.35 ALIEN EMPLOYMENT ELIGIBILITY. With respect to each person employed by
Metro since its inception, (a) Metro has hired such person in compliance with   
the Immigration Reform and Control Act of 1986 and the rules and regulations    
thereunder ("IRCA") and (b) Metro has complied in all material respects with all
recordkeeping and other regulatory requirements under IRCA.                     

    3.36 LABOR DISPUTES; UNFAIR LABOR PRACTICES. There is neither pending nor,
to the best knowledge of Seller and Metro, threatened any labor dispute, strike 
or work stoppage which affects or which may affect the businesses of Metro.     
Neither Metro nor any of its agents, representatives or employees has committed 
any unfair labor practice as defined in the National Labor Relations Act of     
1947, as amended. There is not now pending or, to the best knowledge of Seller  
and Metro, threatened any charge or complaint against Metro by the National     
Labor Relations Board, any state or local labor or employment agency or any     
representative thereof, and the execution of this Agreement and the Merger      
hereunder will not result in any such charge or complaint.                      

     3.37 INSURANCE POLICIES. Set forth on Schedule 3.37 hereto is a list of all
insurance policies and bonds in force covering or relating to any of the        
properties, assets or businesses of Metro. Policies therein described evidence  
insurance in such amounts and against                                           

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such risks and losses as are generally maintained with respect to comparable    
businesses and properties.                                                      

3.38 ENVIRONMENTAL MATTERS.                                           

     (a) There is no investigation, inquiry and other proceeding now pending or,
to the knowledge of Seller or Metro, threatened by any U.S. federal, state or   
local governmental entity or any foreign governmental entity with respect to the
properties, assets or businesses of Metro in connection with the actual or      
alleged failure to comply with any requirement of any law, regulation or        
ordinance relating to air or water quality, waste management, hazardous or toxic
substances, or the protection of health or the environment.                     

    (b) Metro does not generate, handle, transport or dispose of any hazardous
substances, hazardous wastes, hazardous materials or toxic substances, as       
defined under applicable environmental laws (collectively, "waste materials")   
and there is no waste disposal, treatment or storage site used by Metro.        

    (c) Metro has not engaged any person, firm, corporation or other entity to
handle, transport or dispose of waste materials for Metro.                      

 (d) Metro has maintained all documents and records and made all filings
required by, and has otherwise fully complied with, all applicable laws,        
regulations and ordinances relating to air or water quality, waste management,  
hazardous or toxic substances, and the protection of health or the environment. 
To the best knowledge of Seller and Metro and except as provided in Schedule    
3.38 hereto, none of the properties leased by Metro or otherwise used in        
connection with its business is contaminated with any hazardous waste or        
substance.                                                                      

3.39 BROKER'S FEES. Neither Seller, Metro nor any of their respective 
affiliates has retained any broker, finder or agent or agreed to pay any        
brokerage fee, finder's fee or commission with respect to the transactions      
contemplated by this Agreement.                                                 

    3.40 FOREIGN ASSETS. Metro does not have any interest in any real property
or tangible or intangible personal property located outside of the United       
States, including any stock, securities or investments in, claims against, or   
receivables from any entity or person with substantially all of its property or 
business so located.                                                            

  3.41 TRUTHFULNESS. No representation or warranty of Seller herein and no
statement or information contained or referenced in any Schedule delivered by   
Metro or Seller pursuant hereto contains or will contain any untrue statement of
a material fact or omits or will omit to state a material fact necessary in     
order to make the statements contained herein or therein not misleading.        

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ARTICLE IV
 REPRESENTATIONS AND WARRANTIES OF BUYER AND SUB

   Buyer and Sub hereby make the following representations and warranties to
Seller.                                                                         

4.01 CORPORATE EXISTENCE. Each of Buyer and Sub is a corporation duly 
organized, validly existing and in good standing under the laws of the State of 
Delaware, (i) has the corporate power and authority to own and use its          
properties and to transact the business in which it is engaged and to consummate
the transactions contemplated hereby and (ii) holds all of the franchises,      
licenses, rights of way, operating permits, grants of location and carrier      
agreements and certifications necessary and required therefor, except where the 
failure to hold any such rights would not have a material adverse effect upon   
Buyer. Sub is duly licensed or qualified to do business and is in good standing 
in the State of Texas.                                                          

     4.02 APPROVAL OF AGREEMENT. The execution, delivery and performance of this
Agreement by Buyer and Sub has been duly authorized and approved by all         
necessary corporate action on the part of Buyer and Sub. Pursuant to such       
authorizations and approvals, each of Buyer and Sub has full power and authority
to enter into this Agreement and to perform its obligations hereunder. Subject  
to compliance with the filing and waiting period requirements under the H-S-R   
Act and the filing and recordation of the Certificate of Merger, neither the    
execution and delivery by Buyer or Sub of this Agreement nor the performance by 
Buyer or Sub of its obligations hereunder does or will (i) conflict with or     
result in any violation of or constitute a breach of any provision of the       
Certificate of Incorporation or By-Laws of Buyer or Sub and, except as set forth
in any of the Schedules delivered under this Article, the franchises, licenses, 
rights of way, permits, grants of location and carrier agreements and           
certifications of Buyer or Sub, or any indenture, evidence of indebtedness or   
other agreement to which Buyer or Sub is a party or by which Buyer or Sub is    
bound, (ii) violate any judgment, order, injunction, decree or award of any     
court, administrative agency or governmental body against or binding upon Buyer 
or Sub or (iii) constitute a violation by Buyer or Sub of any applicable law or 
regulation.                                                                     

   4.03 OUTSTANDING SHARES OF CAPITAL STOCK. The authorized capital stock of
Buyer consists of 50,000,000 shares of Buyer Common Stock, of which 32,672,579  
shares were issued and outstanding as of February 28, 1997, and 1,040,012 shares
of preferred stock, par value $0.01 per share, none of which are issued and     
outstanding, and no shares of any capital stock are held by Buyer in its        
treasury. All of the outstanding shares of Buyer Common Stock are duly          
authorized and validly issued, fully paid and non-assessable and free of        
preemptive rights. Except as described in Buyer's Prospectus dated March 20,    
1997 filed as part of Buyer's Registration Statement No. 333-21223 on Form S-4  
under the Securities Act and attached as Schedule 4.03 hereto (the              
"Prospectus"), and options granted pursuant to Buyer's employee stock plans     
since February 28, 1997, no subscription, warrant, option or other right to     
purchase or acquire any shares of any class of capital stock of Buyer or        
securities convertible into or exchangeable for shares of such capital stock is 
authorized or outstanding, and there is no commitment of Buyer to issue any such
shares, warrants, options or other such rights or securities. Except as         
described in the Prospectus, there are no agreements, arrangements, rights      

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or commitments of any character relating to the issuance, sale, purchase or     
redemption, or restricting the transfer, of, or the declaration or payment of   
dividends on, any shares of capital stock of Buyer.                             

4.04 AUTHORIZATION AND ISSUANCE OF STOCK CONSIDERATION AND BUYER STOCK
OPTIONS. The issuance of the Stock Consideration and Buyer Stock Options as     
contemplated by this Agreement have been duly authorized and, upon delivery to  
the Seller and to the other holders of Metro Common Stock of certificates for   
the Stock Consideration in exchange for the shares of Metro Common Stock and,   
upon delivery to the holders of Metro Stock Options of the Buyer Stock Options  
in exchange for their respective Metro Stock Options in accordance with the     
terms hereof, the Stock Consideration will have been validly issued, fully paid 
and non-assessable, and free of preemptive rights, and, if and when the shares  
of Buyer Common Stock issuable upon exercise of the Buyer Stock Options are     
issued and delivered against payment therefor as provided in such Buyer Stock   
Options, such shares of Buyer Common Stock will be validly issued, fully paid   
and non-assessable and free of preemptive rights.                               

  4.05 BOOKS AND RECORDS. The books of account, stock record books, minute
books, bank accounts and other corporate records of Buyer have been made        
available to Metro and Seller and are true, correct and complete in all material
respects, have been maintained in accordance with sound business practices and  
the matters contained therein are accurately reflected in the Buyer's December  
Financial Statements (as hereinafter defined) to the extent appropriate.        

  4.06 FINANCIAL STATEMENTS. The consolidated balance sheet of Buyer as of
December 31, 1996 ("Buyer's December Balance Sheet"), and the related           
consolidated statements of operations, changes in shareholders' equity and cash 
flow for the year then ended (collectively, "Buyer's December Financial         
Statements") set forth in the Prospectus are true, complete and correct in all  
material respects, have been prepared in conformity with GAAP consistently      
applied, and present fairly in all material respects the consolidated financial 
position of Buyer at December 31, 1996 and the consolidated results of          
operations of Buyer for the year then ended. Without limiting the foregoing, all
of the consolidated assets and liabilities of Buyer at December 31, 1996 have   
been properly reflected on Buyer's December Balance Sheet in accordance with    
GAAP.                                                                           

4.07 EVENTS SUBSEQUENT TO DECEMBER 31, 1996. Except as set forth on   
Schedule 4.07 hereto or described in the Prospectus, since December 31, 1996,   
there has been no (a) change in the business, condition (financial or           
otherwise), operations, prospects, assets or liabilities of Buyer, other than   
changes in the ordinary course of business, none of which have been materially  
adverse, (b) material damage, destruction or loss, whether covered by insurance 
or not, affecting any of the assets of Buyer or any of its subsidiaries, (c)    
declaration, setting aside or payment of any dividend or other distribution in  
respect of or to the holder of any of the shares of the capital stock of Buyer, 
(d) issuance of any stock or other securities by Buyer (except upon exercise of 
options granted pursuant to Buyer's 1993 Stock Option Plan), (e) waiver of any  
rights or suffering of any losses by Buyer or any of its subsidiaries, except in
the ordinary course of                                                          

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business, none of which have been materially adverse, or (f) entering into any  
transaction by Buyer or any of its subsidiaries other than in the ordinary      
course of business.                                                             

 4.08 NO UNDISCLOSED LIABILITIES. Buyer does not have any liabilities or
obligations whatsoever, either accrued, absolute, contingent or otherwise, and  
Buyer knows of no basis for any claim against Buyer or any of its subsidiaries  
for any liability or obligation, except (a) to the extent set forth or reflected
on the Buyer's December Balance Sheet, or (b) to the extent specifically set    
forth on any Schedule delivered by Buyer pursuant hereto or otherwise described 
in this Article IV, or (c) liabilities or obligations incurred in the normal and
ordinary course of business since December 31, 1996, none of which liabilities  
or obligations since December 31, 1996 have been materially adverse.            

    4.09 NO BREACH OF LAW OR GOVERNING DOCUMENTS. There is no material default
under or violation of any applicable statute, law, ordinance, decree, order,    
rule or regulation of any governmental body, or the provisions of any franchise,
license, right of way, construction or operating permit, grant of location or   
carrier agreement or certification, by Buyer or any of its subsidiaries and     
there is no default under or violation of the Certificate of Incorporation or   
By-laws of Buyer or Sub. Except as set forth in Sections 3.24 and 4.02, no      
governmental permits or consents are necessary for Buyer and Sub to effect the  
transactions contemplated hereby.                                               

 4.10 LITIGATION AND ARBITRATION. Except as described in the Prospectus,
there is no suit, claim, action or proceeding now pending or, to the best       
knowledge of Buyer, threatened before any court, grand jury, administrative or  
regulatory body, governmental agency, arbitration or mediation panel or similar 
body, to which Buyer or any of its subsidiaries is a party or which may result  
in any judgment, order, decree, liability, award or other determination against 
Buyer or any of its subsidiaries which, if determined adversely to Buyer or any 
of its subsidiaries, would individually or in the aggregate have a material     
adverse effect on Buyer or which will prevent or hinder the consummation of the 
transactions contemplated by this Agreement. No such judgment, order, decree or 
award has been entered against Buyer which has, or could have, any continuing   
effect.                                                                         

  4.11 TAX RETURNS AND AUDIT. Buyer has filed, or caused to be filed, on a
timely basis with the appropriate agencies all U.S. federal, state, local,      
foreign and other tax returns and tax reports required by law to be filed by or 
with respect to Buyer and each of its employees and employee benefit plans, and,
except as set forth on Schedule 4.11 hereto, (a) such returns and reports are   
true, complete and correct, (b) no audit or investigation of Buyer or any such  
returns or reports is in progress, pending or threatened, (c) all Taxes due from
Buyer have been fully paid or accrued, (d) there exists no unpaid Tax or Tax    
deficiency assessed by any governmental authority against Buyer or with respect 
to its businesses, (e) to the best knowledge of Buyer, there exist no grounds   
for the assertion or assessment of any additional Taxes against Buyer or with   
respect to its businesses, and (f) no waiver of any statute of limitations has  
been given and is in effect in respect to the assessment of any Taxes against   
Buyer.                                                                          

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   4.12 LICENSES, RIGHTS OF WAY AND PERMITS. Buyer and its subsidiaries hold
all licenses, rights of way, operating permits, grants of location and carrier  
agreements and certifications which are required for the conduct of the         
businesses of Buyer and its subsidiaries in all material respects in the manner 
and to the extent presently conducted. Such licenses, rights of way, permits,   
grants of location and carrier agreements and certifications are valid and in   
full force and effect and, except as specifically set forth on Schedule 4.12    
hereto, no termination or other penalty will result thereunder, and no consent  
is required thereunder, for the consummation of the transactions contemplated by
this Agreement.                                                                 

 4.13 BUSINESS RELATIONSHIPS. No current customer of Buyer or any of its
Subsidiaries, no carrier with which Buyer or any of its subsidiaries has an     
interconnect agreement and no entity which since January 1, 1996 has supplied   
network equipment or optical fiber cable to Buyer or any of its subsidiaries has
threatened in writing to cancel or otherwise terminate its relationship with    
Buyer or any of its subsidiaries, except where such cancellation or termination 
would not have a material adverse effect on Buyer.                              

4.14 ENVIRONMENTAL MATTERS.                                           

     (a) There is no investigation, inquiry and other proceeding now pending or,
to the knowledge of such Buyer, threatened by any U.S. federal, state or local  
governmental entity or any foreign governmental entity with respect to the      
properties, assets or businesses of Buyer or any of its subsidiaries in         
connection with the actual or alleged failure to comply with any requirement of 
any law, regulation or ordinance relating to air or water quality, waste        
management, hazardous or toxic substances, or the protection of health or the   
environment.                                                                    

(b) Neither Buyer nor any of its subsidiaries generates, handles,     
transports or deposes of any hazardous substances, hazardous wastes, hazardous  
materials or toxic substances, as defined under applicable environmental laws   
(collectively, "waste materials").                                              

     (c) Neither Buyer nor any of its subsidiaries has engaged any person, firm,
corporation or other entity to handle, transport or dispose of waste materials. 

  (d) Buyer and its subsidiaries have maintained all documents and records
and made all filings required by, and has otherwise fully complied with, all    
applicable laws, regulations and ordinances relating to air or water quality,   
waste management, hazardous or toxic substances, and the protection of health or
the environment. To the best knowledge of Buyer, none of the properties owned or
leased by Buyer or any of its subsidiaries or otherwise used in connection with 
any of their respective businesses is contaminated with any hazardous waste or  
substance.                                                                      

4.15 BROKER'S FEES. Neither Buyer nor Sub nor any of their respective 
affiliates has retained any broker, finder or agent or agreed to pay any        
brokerage fee, finder's fee or commission with respect to the transactions      
contemplated by this Agreement.                                                 

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 4.16 BUYER'S SEC REPORTS. The Prospectus and each report filed by Buyer
with the Securities and Exchange Commission ("SEC Reports") pursuant to Section 
13 or 14(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
since May 2, 1996 complied as to form in all material respects with each        
applicable provision of the Securities Act, the Exchange Act, and the rules and 
regulations promulgated thereunder and did not as of such date contain an untrue
statement of a material fact or omit to state any material fact necessary to    
make the statements contained therein, in light of the circumstances in which   
they were made, not misleading. Each SEC Report to be filed by Buyer between the
date of this Agreement and the Effective Time will comply as to form in all     
material respects with each applicable provision of the Exchange Act and the    
rules and regulations promulgated thereunder and will not as of such date       
contain an untrue statement of a material fact or omit to state a material fact 
necessary to make the statements contained therein, in light of the             
circumstances in which they were made, not misleading.                          

     4.17 TRUTHFULNESS. No representation or warranty of Buyer or Sub herein and
no statement or information contained or referenced in any Schedule delivered by
Buyer or Sub pursuant hereto contains or will contain any untrue statement of a 
material fact or omits or will omit to state a material fact necessary in order 
to make the statements contained herein or therein not misleading.              

 ARTICLE V
 COVENANTS OF SELLER

 Seller covenants and agrees with Buyer that, from and after the date of
this Agreement and until the Effective Time, Seller will cause Metro to conduct 
the businesses of Metro subject to the following provisions and limitations:    

     5.01 OPERATION OF THE BUSINESS. Without the prior written consent of Buyer,
Metro will not:                                                                 

     (a) Grant any increase in the rate of pay of any of its officers, employees
or agents, enter into or increase the benefits provided under any bonus,        
profit-sharing, incentive compensation, pension, retirement, medical,           
hospitalization, life insurance or other insurance plan or plans, or other      
contracts or commitments, or in any other way increase in any amount the        
benefits or compensation of any such officer, employee or agent;                

    (b) Enter into any employment contract or collective bargaining agreement;

(c) Enter into any material contract or commitment or engage in any   
transaction which is not in the usual and ordinary course of its business or    
which is inconsistent with past practices;                                      

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    (d) Sell, transfer, assign or permit to expire or be canceled any license,
right of way, permit, grant of location or carrier agreement or certification;  

(e) Sell or dispose of or encumber any material amount of assets;     

    (f) Make, or enter into any contract for, any capital expenditure or enter
into any lease of capital equipment or real estate not contemplated by Metro's  
1997 capital or operating budget which involves more than $50,000 or enter into 
any series of such contracts with any one party or affiliated group of parties  
involving more than $50,000 in the aggregate;                                   

     (g) Enter into any contract, whether for the purchase or sale of materials,
supplies, component parts or other items or services or otherwise, and whether  
in the ordinary course of its business or otherwise, not contemplated by Metro's
1997 capital or operating budget which involves more than $50,000 or enter into 
any series of such contracts with any one party or affiliated group of parties  
involving more than $50,000 in the aggregate;                                   

     (h) Create, assume, incur or guarantee any indebtedness for borrowed money,
other than indebtedness for money borrowed from Seller which, if borrowed after 
March 31, 1997 with Buyer's prior approval, Buyer agrees at the time of         
borrowing to repay said borrowing pursuant to Section 1.11;                     

 (i) Except as required by Section 1.08 hereof or upon exercise of Metro
Stock Options, declare or pay any distribution in respect of, or make any sale  
of, its equity interests or directly or indirectly redeem, purchase or otherwise
acquire any of its equity interests;                                            

(j) Change any accounting procedures or practices or its financial    
structure or make any new elections with respect to Taxes or any changes in     
current elections with respect to Taxes;                                        

(k) Perform any act, or attempt to do any act, or permit any act or   
omission to act, which will cause a breach of any material contract, commitment 
or obligation to which it is a party;                                           

   (l) Except in the ordinary course of its business and consistent with its
past practices, take any other action or incur any other liability or obligation
in excess of $250,000 (other than a liability for which Seller agrees in writing
at Closing to fully indemnify the Buyer, without regard to any of the           
limitations in Section 10.05 hereof) which, if taken or incurred prior to the   
date of this Agreement, would be required to be disclosed on any of Seller's    
Schedules hereto; or                                                            

     (m) Authorize, agree or become committed to do or take any of the foregoing
actions.                                                                        

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5.02 PRESERVATION OF BUSINESS. Metro will carry on its businesses     
diligently and substantially in the same manner as heretofore conducted and keep
its business organization intact, including its present employees (except as may
occur in the ordinary course of business) and present relationships with        
suppliers and customers and others having business relations with it (except as 
may occur in the ordinary course of business). Metro will at all times maintain 
in inventory quantities of component parts and other supplies and materials     
sufficient to allow the Surviving Corporation to continue to operate its        
businesses and complete its construction plans, after the Effective Time, free  
from any shortage of such items.                                                

  5.03 INSURANCE AND MAINTENANCE OF PROPERTY. All of the property owned or
leased by Metro will be insured against all ordinary and insurable risks        
pursuant to the policies listed on Schedule 3.37 hereto or replacement policies 
and Metro will operate, maintain and repair all of its property in a careful,   
prudent and efficient manner.                                                   

  5.04 FULL ACCESS. Representatives of Buyer shall have full access at all
reasonable times to all premises, properties, books, records, contracts, tax    
records and documents of Metro and Metro will furnish to Buyer any information  
with respect thereto as Buyer may from time to time request. Such examination   
and investigation by Buyer shall not affect the warranties and representations  
of the Seller contained in this Agreement; provided, however, that if any       
executive officer of Buyer is finally held by a trier of fact or an arbitrator  
to have knowingly breached its covenant under Section 6.07(a)(v), then Seller   
shall be relieved of any liability for any unintentional breach discovered, but 
not disclosed, by Buyer.                                                        

     5.05 BOOKS, RECORDS AND FINANCIAL STATEMENTS. Metro will maintain its books
and financial records in accordance with GAAP consistently applied, and on a    
basis consistent with its past practices. Said books and financial records shall
fairly and accurately reflect the operations of the respective businesses of    
Metro in all material respects. Metro shall furnish to Buyer promptly, as       
available, financial statements and operating reports applicable to Metro since 
December 31, 1996, all of which shall be prepared in accordance with GAAP       
consistently applied and shall present fairly in all material respects, the     
financial position and results of operations of Metro at the dates and for the  
periods indicated.                                                              

     5.06 OTHER GOVERNMENTAL FILINGS. Seller and Metro will cooperate with Buyer
in making, as soon as practicable following the execution hereof, all filings   
required by any governmental agency and to obtain as promptly as practicable all
required waivers, consents and approvals from governmental agencies and others  
in connection with the transactions contemplated by this Agreement. All         
information provided by Seller and Metro in connection with such filings and    
requests for waivers, consents and approvals will be true, accurate and complete
and will comply with all applicable laws and regulations and contractual        
requirements.                                                                   

  5.07 THIRD PARTY OFFERS AND NEGOTIATIONS. Seller shall not and shall not
permit Metro to entertain any offer from or negotiate with any other party with 
respect to the sale or acquisition of any shares of the capital stock or any    
material asset of Metro.                                                        

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    5.08 EMPLOYEES OF THE COMPANIES. Neither Seller nor any of its affiliates,
successors or assigns will, at any time prior to the first anniversary of the   
Effective Time, directly or indirectly, without the express written consent of  
Buyer, solicit or encourage any employee of Metro to leave the employment of    
Metro or hire any employee of Metro or any person who was an employee of Metro  
at any time after January 1, 1996 (other than the persons identified in the     
letter dated March 24, 1997 from W. Bruce Hanks to James C. Allen or any person 
whose employment is involuntarily terminated by the Surviving Corporation       
following the Effective Time). As used in this Section 5.08 and elsewhere in    
this Agreement, the term "affiliates" of Seller means each "affiliate" of Seller
as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. 

5.09 TAX MATTERS.                                                     

    (a) All income, deductions, losses, gains and credits of Metro incurred on
or prior to the date which includes the Effective Time shall be reportable on   
the consolidated return of Seller. Upon Seller's reasonable request, Buyer will 
afford Seller and its representatives access to the books and records of Metro  
for purposes of preparing federal and state income Tax returns and reports      
(including any amendments to previously filed returns and reports) for all Tax  
periods of Metro ending on or prior to the Effective Time. Seller shall prepare 
(or cause to be prepared) and file (or cause to be filed) all federal and state 
income Tax returns and reports (including any amended returns and reports) for  
all such periods. Seller shall provide Buyer and its representatives with copies
of each such completed return and report (and amended return and report) (except
that in the case of such consolidated federal return and report of Seller, only 
the schedules relating to Metro included in the Seller consolidated federal     
return need be provided) and, a statement certifying the amounts of Tax shown   
thereon which are payable by Metro, if any, at least twenty (20) business days  
prior to the due date for the filing thereof. Each such return and report shall 
be true, correct and complete. Any Taxes shown to be due or payable by Metro on 
any such returns and reports shall be paid by Metro, provided that the Seller   
shall pay to Metro any amount that is not accrued as a liability on the March   
Balance Sheet no later than five (5) business days before the due date for      
payment of such Taxes.                                                          

   (b) In the event of an audit or investigation of any Tax return or report
(a "Pre-Closing Action") of Metro (or of Seller which relates in any way to     
Metro) with respect to any of the operations or activities of Metro on or prior 
to the Effective Time or any claim or demand for any additional Tax with respect
thereto, Seller shall provide Buyer with such factual information which Seller  
possesses as Buyer may request with respect thereto and shall otherwise provide 
such assistance as Buyer may request in connection with such audit or           
investigation. Seller may control the defense and settlement of any issues      
arising as a result of any such audit or investigation unless such issue may    
impact upon any Tax of Buyer or Metro which is attributable to periods ending   
after the Effective Time (in which event the defense and settlement thereof     
shall be shared by Buyer and Seller). Each party shall provide the other with   
such factual information which it possesses and shall otherwise provide such    
assistance as the other may reasonably request in connection with the defense   
and settlement of any such matter.                                              

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(c) If any adjustment is made in a Pre-Closing Action of Metro (or of 
Seller which relates in any way to Metro) resulting in a deficiency which would 
have required a larger Tax payment by Metro if such adjustment had been included
in the original return, and such deficiency represents a permanent difference in
Tax liability, the Seller shall be solely responsible for such deficiency. If   
the deficiency represents a timing difference in Tax liability, the Seller will 
pay to Buyer an amount equal to the Tax liability net of any future Tax benefit 
to the Surviving Corporation, in each case discounted to present value on the   
date of payment from the due date of such future Tax liability and Tax benefit  
at the rate of 9% per annum.                                                    

(d) If any adjustment is made in a Pre-Closing Action of Metro (or of 
Seller which relates in any way to Metro) resulting in a refund or credit, and  
such adjustment does not affect the future Tax liability of the Surviving       
Corporation, the refund or credit shall be retained by or paid to the Seller. If
any adjustment is made which increases the future Tax liability of the Surviving
Corporation, Seller will pay to Buyer an amount equal to the amount of such     
future Tax liability discounted to present value on the date of payment from the
due date of such future Tax liability at the rate of 9% per annum.              

    (e) Seller shall maintain and preserve their records with respect to Metro
for at least ten (10) years after the Effective Time and until any outstanding  
claims in respect of Taxes for any period or periods ending on or prior to the  
Effective Time are resolved.                                                    

5.10 NOTIFICATION OF CERTAIN MATTERS.                                 

   (a) Each of Seller and/or Metro shall give prompt written notice to Buyer
of (i) the occurrence, or failure to occur, of any event which will be likely to
cause any representation or warranty of Seller contained in this Agreement to be
untrue or inaccurate at any time from the date hereof to the Effective Time,    
(ii) any failure of Seller to comply with or satisfy any covenant or agreement  
to be complied with or satisfied by it under this Agreement or the inability of 
the Seller to satisfy any condition specified in Article VIII, (iii) any claim, 
action, proceeding or investigation commenced or threatened, involving or       
affecting Metro or any of its properties, assets, or businesses, (iv) any       
material adverse change in the business, condition (financial or otherwise),    
operations, prospects, assets or liabilities of Metro or the occurrence of an   
event known to any Seller and/or Metro which, so far as reasonably can be       
foreseen at the time of its occurrence, would result in any such change, and (v)
the discovery by Seller, through Seller's performance of its due diligence in   
connection with this Agreement, of any fact or circumstance relating to the     
business or operations of Buyer or any of its subsidiaries which leads the      
Seller to determine in good faith that any representation of Buyer or Sub       
contained in this Agreement is, or is reasonably likely to be, untrue or        
inaccurate at any time from the date hereof to the Effective Time.              

     (b) In addition to, and not in lieu of, the foregoing, Seller shall deliver
to Buyer a true and complete schedule of changes (the "Seller Update Schedule") 
to any of the information contained in the Seller's Schedules to this Agreement 
(including changes to any of the representations or warranties of Seller in     
Article III hereof as to which no Schedules have been created as of the date    
hereof but as to which a Schedule would have been required                      

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hereunder to have been created on or before the date hereof if such changes had 
existed on the date hereof) in writing to Buyer, dated within five business days
of the Effective Time, together with a certificate executed by an authorized    
officer of Seller stating that he has supervised or conducted a reasonable      
investigation necessary for purposes of such certificate and certifying as to   
the accuracy and completeness of such Seller Update Schedule.                   

ARTICLE VI
COVENANTS OF BUYER

 From and after the date of this Agreement and until the Effective Time,
Buyer and Sub covenant and agree with Metro as follows:                         

     6.01 OPERATION OF THE BUSINESS. Without the prior written consent of Metro,
neither Buyer nor any of its subsidiaries will:                                 

(a) Enter into any material contract or commitment or engage in any   
transaction which is not in the usual and ordinary course of its business or    
which is inconsistent with past practices;                                      

    (b) Sell, transfer, assign or permit to expire or be canceled any license,
right of way, permit, grant of location or carrier agreement or certification,  
other than pursuant to currently outstanding credit facilities described in the 
Prospectus or in connection with an additional senior secured bank credit       
facility in an aggregate principal amount of up to $300 million;                

     (c) Sell or dispose of or encumber any material amount of assets other than
pursuant to currently outstanding credit facilities described in the Prospectus 
or in connection with an additional senior secured bank credit facility in an   
aggregate principal amount of up to $300 million;                               

    (d) Create, assume, incur or guarantee any indebtedness for borrowed money
other than pursuant to currently outstanding credit facilities described in the 
Prospectus or in connection with an additional senior secured bank credit       
facility in an aggregate principal amount of up to $300 million;                

     (e) In the case of Buyer, (i) declare, set aside or pay any dividends on or
make any other distributions in respect of the Buyer Common Stock, (ii) split,  
combine, reclassify or take similar action with respect to the Buyer Common     
Stock or authorize or propose the issuance of any other securities in respect   
of, in lieu of or in substitution for the Buyer Common Stock or (iii) adopt a   
plan of complete or partial liquidation or dissolution or any recapitalization  
affecting the Buyer Common Stock;                                               

   (f) In the case of Buyer and except upon exercise of outstanding warrants
or commitments described in the Prospectus or upon exercise of Buyer Stock      
Options,                                                                        

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make any sale of its equity interests or directly or indirectly redeem,         
purchase or otherwise acquire any of its equity interests;                      

(g) Change any accounting procedures or practices or its financial    
structure or make any new elections with respect to Taxes or any changes in     
current elections with respect to Taxes;                                        

(h) Perform any act, or attempt to do any act, or permit any act or   
omission to act, which will cause a breach of any material contract, commitment 
or obligation to which it is a party;                                           

   (i) Except in the ordinary course of its business and consistent with its
past practices, take any other action or incur any other liability or obligation
in excess of $2,500,000 which, if taken or incurred prior to the date of this   
Agreement, would be required to be disclosed on any of Buyer's Schedules hereto;
or                                                                              

(j) Authorize, agree or become committed to take any of the foregoing 
actions.                                                                        

 6.02 PRESERVATION OF BUSINESS. Buyer and its subsidiaries will carry on
their respective businesses diligently and substantially in the same manner as  
heretofore conducted and keep their respective business organizations intact,   
including their respective present employees (except as may occur in the        
ordinary course of business) and present relationships with suppliers and       
customers and others having business relations with them (except as may occur in
the ordinary course of business).                                               

  6.03 INSURANCE AND MAINTENANCE OF PROPERTY. All of the property owned or
leased by Buyer and its subsidiaries will be insured against all ordinary and   
insurable risks and Buyer and its subsidiaries will operate, maintain and repair
all of their respective property in a careful, prudent and efficient manner.    

 6.04 FULL ACCESS. Metro and Seller and their representatives shall have
full access at all reasonable times to all premises, properties, books, records,
contracts, tax records and documents of Buyer and its subsidiaries and Buyer and
its subsidiaries will furnish to Seller any information with respect thereto as 
Seller may from time to time request. Such examination and investigation by     
Metro and Seller shall not affect the warranties and representations of the     
Buyer and Sub contained in this Agreement; provided, however, that if any       
executive officer of Metro or Seller is finally held by a trier of fact or an   
arbitrator to have knowingly breached its covenant under Section 5.10(a)(v),    
then Buyer shall be relieved of liability for any unintentional breach          
discovered, but not disclosed, by Metro or Seller, as the case may be.          

6.05 BOOKS, RECORDS AND FINANCIAL STATEMENTS. Buyer will maintain its 
consolidated books and financial records in accordance with GAAP consistently   
applied, and on a basis consistent with its past practices. Said books and      
financial records shall fairly and accurately reflect the consolidated          
operations of the respective businesses of Buyer in all material                

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respects. Buyer shall furnish to Seller promptly, as available, all SEC Reports 
filed by Buyer between the date hereof and the Effective Time, including        
quarterly consolidated financial statements of Buyer since the date of Buyer's  
December Financial Statements, all of which shall be prepared in accordance with
GAAP consistently applied and shall present fairly in all material respects the 
consolidated financial position and results of operations of Buyer at the dates 
and for the periods indicated.                                                  

   6.06 OTHER GOVERNMENTAL FILINGS. Buyer and Sub will cooperate with Seller
and Metro in making, as soon as practicable following the execution hereof, all 
filings required by any governmental agency and to obtain as promptly as        
practicable all required waivers, consents and approvals from governmental      
agencies and others in connection with the transactions contemplated by this    
Agreement. All information provided by Buyer and Sub in connection with such    
filings and requests for waivers, consents and approvals will be true, accurate 
and complete and will comply with all applicable laws and regulations and       
contractual requirements. Buyer shall use its best efforts to have the Stock    
Consideration approved for listing on the Nasdaq National Market System, upon   
official notice of issuance.                                                    

6.07 NOTIFICATION OF CERTAIN MATTERS.                                 

   (a) Buyer or Sub, as the case may be, shall give prompt written notice to
Metro and Seller of (i) the occurrence, or failure to occur, of any event which 
will be likely to cause any representation or warranty of Buyer or Sub contained
in this Agreement to be untrue or inaccurate at any time from the date hereof to
the Effective Time, (ii) any failure of Buyer or Sub to comply with or satisfy  
any covenant or agreement to be complied with or satisfied by it under this     
Agreement or the inability of Buyer to satisfy any condition specified in       
Article IX, (iii) any claim, action, proceeding or investigation commenced or   
threatened, involving or affecting Buyer or any of its subsidiaries or any of   
their respective properties, assets, or businesses, (iv) any material adverse   
change in the consolidated business, condition (financial or otherwise),        
operations, prospects, assets or liabilities of Buyer or the occurrence of an   
event known to Buyer which, so far as reasonably can be foreseen at the time of 
its occurrence, would result in any such change, and (v) the discovery by Buyer,
either through Buyer's performance of its due diligence in connection with this 
Agreement or through Buyer's performance of its obligations under the Management
Agreement, of any fact or circumstance relating to Metro's businesses or        
operations which leads Buyer to determine in good faith that any representation 
of Seller contained in this Agreement is or is reasonably likely to be untrue or
inaccurate at any time from the date hereof to the Effective Time.              

    (b) In addition to, and not in lieu of, the foregoing, Buyer shall deliver
to Metro and Seller a true and complete schedule of changes (the "Buyer Update  
Schedule") to any of the information contained in Buyer's Schedules to this     
Agreement (including any changes to any of the representations or warranties of 
Buyer or Sub in Article IV hereof as to which no Schedules have been created as 
of the date hereof but as to which a Schedule would have been required hereunder
to have been created on or before the date hereof if such changes had existed on
the date hereof) in writing to Metro and Seller, dated within five business days
of the Effective Time, together with a certificate executed by an authorized    
officer of Buyer stating that                                                   

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he has supervised or conducted a reasonable investigation necessary for         
purposes of such certificate and certifying as to the accuracy and completeness 
of such Buyer Update Schedule.                                                  

 ARTICLE VII
COVENANTS NOT TO COMPETE

(a) Seller acknowledges and agrees that the value to Buyer of the     
transactions provided for herein would be substantially diminished if Seller (or
any of its affiliates, successors or assigns) were to enter into business       
activities competitive with those of Metro for a reasonable period following the
Effective Time. Consequently, as an inducement to Buyer to enter into this      
Agreement, which Seller acknowledges benefits it, and in consideration of the   
payments, promises and representations of Buyer under this Agreement, Seller    
covenants and agrees, for the benefit of Buyer and the Surviving Corporation,   
that neither Seller nor any of its affiliates, successors or assigns will engage
in, or have any interest in, directly or indirectly, any other person, firm,    
corporation or other entity engaged in, for a period of three (3) years         
following the Effective Time, any competitive local telecommunications exchange 
business in any of the counties in the State of Texas listed on Schedule 7.00   
hereto, except that (i) in relation to Seller's local telephone operations in   
Lake Dallas, San Marcos and Mustang Island, Texas, Seller and its affiliates,   
successors and assigns (referred to below collectively as "Century" for purposes
of this Article VII) shall be entitled to continue to offer service within their
franchise territories to existing and additional customers and to build         
extensions to their networks to offer service to additional customers unless the
Surviving Corporation is able to provide such services, utilizing facilities    
suitable to Century for these purposes, in which event Seller shall purchase    
such services from the Surviving Corporation pursuant to the Master Service     
Agreement and (ii) Seller may invest in or acquire one or more independent local
exchange companies, other than Southwestern Bell Telephone or GTE Corp., with   
operations in the counties in the State of Texas listed on Schedule 7.00 hereto.
Additionally, it is acknowledged by Buyer that Century is engaged in certain    
other telecommunications businesses in the listed counties, including but not   
limited to retail long distance, wholesale long distance, interactive           
information services, internet service provision and wireless local services,   
none of which shall be deemed to constitute a "competitive local                
telecommunications exchange business" for purposes of this Article VII. It is   
also agreed that Seller shall be free to make passive investments in any        
publicly-traded security of a telecommunications company which does not         
constitute more than 1% of the total outstanding amount of such security (and to
continue to hold Buyer Common Stock on the terms contemplated hereby) and may   
make investments in any entity which does not have any significant operations in
any of the counties listed on Schedule 7.00 hereto.                             

(b) Seller specifically acknowledges and agrees that the foregoing    
covenants are commercially reasonable and reasonably necessary to protect the   
interests Buyer will acquire in the businesses of Metro hereunder.              

(c) If any court or tribunal of competent jurisdiction shall refuse to
enforce one or more of the covenants contained in this Article VII because the  
time limit applicable thereto is deemed unreasonable, it is expressly understood
and agreed between the parties hereto that such covenant or covenants shall not 
be void but that for the purpose of such proceeding                             

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such time limitation shall be deemed to be reduced to the extent necessary to   
permit the enforcement of such covenant or covenants. If any court or tribunal  
of competent jurisdiction shall refuse to enforce any or all of the covenants   
contained in this Article VII because, taken together, they are more extensive  
(whether as to geographic area, scope of business or otherwise) than is deemed  
to be reasonable, it is expressly understood and agreed between the parties     
hereto that such covenant or covenants shall not be void but that for the       
purpose of such proceeding the restrictions contained therein (whether as to    
geographic area, scope of business or otherwise) shall be deemed to be reduced  
to the extent necessary to permit the enforcement of such covenant or covenants.

    (d) Seller hereby acknowledges that the businesses of Metro are unique and
that Buyer, the Surviving Corporation and their respective successors and       
assigns will suffer irreparable and continuing harm to the extent that any of   
the foregoing covenants is breached and that legal remedies would be inadequate 
in the event of any such breach. Accordingly, Seller agrees that, in the event  
of a breach of any of the covenants contained in this Article VII, Buyer and the
Surviving Corporation shall, in addition to any other rights and remedies       
available under law and in equity, have the right and remedy to have the        
provisions of this Article VII specifically enforced by any court having        
jurisdiction.                                                                   

ARTICLE VIII
 CONDITIONS TO OBLIGATIONS OF BUYER AND SUB TO EFFECT THE MERGER

  The obligations of Buyer and Sub to consummate the transactions provided
for in this Agreement shall be subject to the satisfaction of each of the       
following conditions on or before the date of the Closing, subject to the right 
of Buyer to waive any one or more of such conditions:                           

8.01 REPRESENTATIONS AND WARRANTIES OF SELLER. The representations and
warranties of Seller contained in this Agreement shall be true and correct when 
made and the information contained therein, as updated by the Seller Update     
Schedule, taken as a whole, shall not have materially adversely changed as of   
the date of Closing (except for changes specifically permitted hereunder or as  
may be caused solely by the gross negligence of Buyer under the Management      
Agreement).                                                                     

 8.02 PERFORMANCE OF THIS AGREEMENT. Seller shall have duly performed or
complied in all material respects with all of the obligations to be performed or
complied with by it under the terms of this Agreement on or prior to the date of
the Closing.                                                                    

    8.03 CERTIFICATE OF SELLER. Buyer shall have received a certificate signed
by chief executive officer of Seller dated as of the date of the Closing and    
subject to no qualification certifying that the conditions set forth in Sections
8.01, 8.02, 8.05 and 8.06 hereof have been fully satisfied. Such certificate    
shall be deemed a representation and warranty of Seller under this Agreement.   

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8.04 OPINION OF COUNSEL. Buyer shall have received from Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., special counsel to Metro and the
Seller, a favorable opinion of counsel dated the date of the Closing            
substantially in the form of Exhibit F hereto.                                  

8.05 NO PROHIBITIONS. No preliminary or permanent injunction or other 
order, decree or ruling issued by a court of competent jurisdiction or by a     
governmental, regulatory or administrative agency or commission shall be in     
effect, or shall have been recommended by the staff of a governmental,          
regulatory or administrative agency or commission, which would prevent the      
consummation of the transactions contemplated hereby.                           

   8.06 CONSENTS. All of the consents and approvals listed on Schedules 3.12
and 3.21 hereto (other than those related to office leases) shall have been     
obtained.                                                                       

8.07 COMPLIANCE WITH APPLICABLE LAW. The filing and other requirements
under any applicable law, rule or regulation, including without limitation the  
filing and waiting period requirements under the H-S-R Act, relating to the     
consummation of the transactions provided for herein shall have been duly       
complied with. The Registration Statement covering the issuance of the Stock    
Consideration shall be effective under the Securities Act and no stop order     
suspending such effectiveness shall have been entered and no proceeding seeking 
a stop order suspending such effectiveness shall be pending or threatened. The  
Buyer Common Stock to be issued in connection with the Merger shall have been   
approved for listing, upon notice of issuance, on the Nasdaq National Market    
System. Seller and each other holder of Metro Common Stock listed on Schedule   
8.07 hereto shall have executed and delivered to Buyer an Affiliate Agreement   
substantially in the form of Exhibit G hereto.                                  

  8.08 RESIGNATIONS. Metro and Seller shall have caused to be delivered to
Buyer the resignations of all of the directors and officers of Metro, effective 
as of the Closing, in form reasonably satisfactory to Buyer, provided that no   
such resignation will prevent the continued employment of any individual listed 
on Schedule 1.09 hereto as provided in Section 1.09 hereto.                     

  8.09 BOOKS AND RECORDS. Metro shall have caused to be delivered to Buyer
the minute books, stock record books, stock transfer ledgers, corporate seals   
and other corporate books and records of Metro and shall have surrendered       
custody of all of the other business records, engineering records and other     
documents, discs, tapes and other records owned by Metro, including but not     
limited to all sales data, customer lists and records, accounts, bids,          
contracts, supplier records, drawings, designs, specifications, process         
information, performance data, software, programs and other information and     
data.                                                                           

     8.10 TAX STATUS. Buyer shall have received an affidavit signed by the chief
executive officer of Metro dated as of the Effective Time stating, under penalty
of perjury, the United States taxpayer identification number of each of the     
Shareholders and that Metro is not a foreign person, pursuant to Section        
1445(b)(2) of the IRC.                                                          

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 8.11 JOINT VENTURE AGREEMENT. Seller and Brooks Fiber Communications of
Michigan, Inc., a Delaware corporation wholly-owned by Buyer ("BFC of           
Michigan"), shall have executed and delivered agreements, substantially in the  
forms attached hereto as Exhibit K, for a joint venture to construct and operate
local telecommunications networks within the State of Michigan (the "Joint      
Venture").                                                                      

 8.12 MASTER SERVICE AGREEMENT. Seller and Buyer shall have executed and
delivered a mutually satisfactory Master Service Agreement.                     

     8.13 MISCELLANEOUS SERVICES AGREEMENT. Seller and Buyer shall have executed
and delivered a mutually satisfactory three-year "take or pay" agreement whereby
Seller will provide Buyer at competitive prices services relating to customer   
care, billing, provisioning and/or other services at an annual minimum level of 
$1,000,000 commencing January 1, 1998 ("Miscellaneous Services Agreement"),     
which Miscellaneous Services Agreement shall provide that, in the event in any  
calendar year Buyer's purchases thereunder total less than $1,000,000, Buyer    
shall pay Seller 25% of the difference between $1,000,000 and the actual amount 
of such purchases.                                                              

    8.14 AGREEMENTS WITH SHAREHOLDERS, OPTION HOLDERS AND SAR HOLDERS. Each of
the Agreements contemplated by Section 1.08 shall have been executed and        
delivered and the transactions contemplated thereby shall have been consummated.

    8.15 TERMINATION OF CERTAIN AGREEMENTS. Each of the Put Agreements and the
Shareholders Agreement shall have been terminated in the manner contemplated by 
Section 1.08(a)(iii), in each case without liability to Metro other than any    
liability therefor accrued on the March Balance Sheet or any liability expressly
assumed in writing by Buyer.                                                    

  8.16 SHAREHOLDER APPROVAL. Seller and each of the other holders of Metro
Common Stock shall have duly approved this Agreement and the Merger in          
accordance with Delaware Law and Metro's certificate of incorporation, by-laws  
and the Shareholders Agreement.                                                 

     8.17 MARCH BALANCE SHEET. No unresolved dispute under Section 2.03(d) shall
be pending.                                                                     

ARTICLE IX
 CONDITIONS TO OBLIGATIONS OF SELLER AND
METRO TO EFFECT THE MERGER

    The obligations of each of Seller and Metro to consummate the transactions
provided for in this Agreement shall be subject to the satisfaction of each of  
the following conditions on or before the date of the Closing, subject to the   
right of Metro to waive any one or more of such conditions in Sections 9.01     
through 9.08, and the right of Seller to waive any one or more of such          
conditions in Sections 9.09 through 9.13:                                       

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9.01 REPRESENTATIONS AND WARRANTIES OF BUYER. The representations and 
warranties of Buyer contained in this Agreement shall be true and correct when  
made and the information contained therein, as updated by the Buyer Update      
Schedule, taken as a whole, shall not have materially adversely changed as of   
the date of the Closing (except for changes specifically permitted hereunder).  

9.02 PERFORMANCE OF THIS AGREEMENT. Buyer shall have duly performed or
complied in all material respects with all of the obligations to be performed or
complied with by it under the terms of this Agreement on or prior to the date of
the Closing.                                                                    

    9.03 CERTIFICATE OF BUYER. Seller shall have received a certificate signed
by the chief executive officer of Buyer dated as of the date of the Closing and 
subject to no qualification certifying that the conditions set forth in Sections
9.01, 9.02 and 9.05 hereof have been fully satisfied. Such certificate shall be 
deemed a representation and warranty of Buyer hereunder.                        

  9.04 OPINION OF COUNSEL. Seller shall have received from Bryan Cave LLP,
special counsel to Buyer, a favorable opinion of counsel dated the date of the  
Closing substantially in the form of Exhibit I hereto.                          

9.05 NO PROHIBITIONS. No preliminary or permanent injunction or other 
order, decree or ruling issued by a court of competent jurisdiction or by a     
governmental, regulatory or administrative agency or commission shall be in     
effect, or shall have been recommended by the staff of a governmental,          
regulatory or administrative agency or commission, which would prevent the      
consummation of the transactions contemplated hereby.                           

9.06 COMPLIANCE WITH APPLICABLE LAW. The filing and other requirements
under any applicable law, rule or regulation, including without limitation the  
filing and waiting period requirements under the H-S-R Act, relating to the     
consummation of the transactions provided for herein shall have been duly       
complied with. The Registration Statement covering the issuance of the Stock    
Consideration shall be effective under the Securities Act and no stop order     
suspending such effectiveness shall have been entered and no proceeding seeking 
a stop order suspending such effectiveness shall be pending or threatened. The  
Buyer Common Stock to be issued in connection with the Merger shall have been   
approved for listing, upon notice of issuance, on the Nasdaq National Market    
System.                                                                         

    9.07 PAYMENT OF MERGER CONSIDERATION. On the date of the Closing the Buyer
shall have delivered the Merger Consideration as provided in Section 2.02(a) and
(b) hereof and the Buyer Stock Options as provided in Section 2.02(c) hereof.   

     9.08 MARCH BALANCE SHEET. No unresolved dispute under Section 2.03(d) shall
be pending.                                                                     

9.09 RELEASE OF GUARANTIES. With respect to any agreement described on
Schedule 3.21 for which Seller has guaranteed the payment or performance of the 
grantee, in the event the grantor thereof is unwilling to release fully the     
guarantee of Seller, Buyer shall have                                           

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agreed to indemnify Seller against liability under its guarantee with respect to
the payment and performance of the grantee from and after the Effective Time    
pursuant to a Guarantee Agreement substantially in the form of Exhibit J hereto.

9.10 JOINT VENTURE AGREEMENT. Seller and BFC of Michigan shall have   
executed and delivered agreements for the Joint Venture substantially in the    
forms attached hereto as Exhibit K.                                             

 9.11 MASTER SERVICE AGREEMENT. Seller and Buyer shall have executed and
delivered a mutually satisfactory Master Service Agreement.                     

    9.12 MISCELLANEOUS SERVICE AGREEMENT. Seller and Buyer shall have executed
and delivered a mutually satisfactory Miscellaneous Services Agreement.         

    9.13 AGREEMENTS WITH SHAREHOLDERS, OPTION HOLDERS AND SAR HOLDERS. Each of
the Agreements contemplated by Section 1.08 shall have been executed and        
delivered and the transactions contemplated thereby shall have been consummated.

 ARTICLE X
 INDEMNIFICATION

10.01 INDEMNIFICATION.                                                

(a) Seller will indemnify, defend and hold harmless each of Buyer, the
Surviving Corporation and any stockholder, director, officer, employee or agent 
of any of them from and against all claims, liabilities, losses, costs,         
deficiencies or expenses, including reasonable attorneys' fees, interest and    
penalties in connection therewith ("Losses"), which may be sustained by any such
indemnified party and arise from:                                               

       (i) The breach of any agreement, covenant or other obligation, and,
subject to Sections 5.04 and 11.04 hereof, any representation or warranty, of   
Seller made or incurred under or pursuant to this Agreement or any document     
delivered pursuant hereto;                                                      

          (ii) The assertion against any such indemnified party of any liability
or obligation of Seller or Metro for Taxes with respect to periods ending on or 
prior to the Effective Time as provided in Section 5.09 or with respect to or   
arising directly or indirectly from any transaction effected or deemed effected 
prior to the Effective Time or with respect to any profits earned, accrued or   
received by Metro or any affiliate of Metro prior to the Effective Time;        

 (iii) The assertion against any such indemnified party of any
liability or obligation of Seller or Metro arising from or in connection with   
any severance, termination of employment, dismissal, constructive dismissal, or 
other release from employment prior to the Effective Time of any employee or    
former employee of Metro; and/or                                                

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      (iv) The assertion against any such indemnified party of any claim
resulting from or arising out of the operations or activities of Metro or the   
ownership or operation of any of its properties or assets prior to the Effective
Time, including, without limitation, any claim for violation of any law, for    
service interruption or other breach of any service obligation or for injury,   
death, property or economic damage, except to the extent Seller is entitled to  
be indemnified by Buyer pursuant to Section 10.01(b)(i), or except to the extent
and only to the extent that the Losses are finally determined by a trier of fact
or arbitrator to have been directly caused by a negligent act or omission of any
employee, representative or agent of Buyer that occurred in connection with     
Buyer's provision of services under the Management Agreement.                   

   (b) Buyer will indemnify, defend and hold harmless each of Seller and any
stockholder, director, officer, employee or agent of Seller from and against all
Losses which may be sustained by any such indemnified party and arise from:     

        (i) The breach of any agreement, covenant, or other obligation, and,
subject to Sections 6.04 and 11.04 hereof, any representation or warranty of    
Buyer made or incurred under or pursuant to this Agreement or any document      
delivered pursuant hereto; and/or                                               

        (ii) The operations or activities of the Surviving Corporation after
the Effective Time, except to the extent Buyer is entitled to be indemnified by 
Seller under Section 10.01(a) hereof.                                           

     (c) The rights to indemnification and the obligations to indemnify provided
in this Section 10.01 are subject to the provisions of Sections 10.02, 10.03,   
10.04 and 10.05 below and the last sentence of Section 11.03(c) below.          

10.02 PARTICIPATION IN LITIGATION. In the event any suit or other     
proceeding is initiated against a party (an "Indemnified Party") with respect to
which such party alleges that the other party hereto (an "Indemnifying Party")  
is or may be obligated to indemnify an Indemnified Party hereunder, the         
Indemnified Party shall be entitled to participate in such suit or proceeding,  
at its expense and by counsel of its choosing, provided that (a) such counsel is
reasonably satisfactory to the Indemnifying Party, and (b) the Indemnifying     
Party shall retain primary control over such suit or proceeding. Such counsel   
for the Indemnified Party shall be afforded access to all information pertinent 
to the suit or proceeding in question. Neither the Indemnified Party nor the    
Indemnifying Party shall settle or otherwise compromise any such suit or        
proceeding without the prior consent of the other party, which shall not be     
unreasonably withheld, delayed or conditioned.                                  

10.03 CLAIMS PROCEDURE.                                               

     (a) In the event from time to time an Indemnified Party believes that it or
any other Indemnified Party has or will suffer any Losses for which the         
Indemnifying Party is obligated to indemnify it hereunder, it shall promptly    
notify the Indemnifying Party in writing of the matter, specifying therein the  
reason why the Indemnified Party believes that the Indemnifying Party is or will
be obligated to indemnify, the amount, if liquidated,                           

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to be indemnified, and the basis on which the Indemnified Party has calculated  
such amount; if not yet liquidated, the notice shall so state. If the parties do
not agree on any claims submitted, they shall endeavor to settle and compromise 
such claim for a period of thirty (30) days after the date of the Indemnified   
Party's notice. If they are unable to resolve such dispute within such thirty   
(30) day period, then either party may initiate the dispute resolution          
procedures specified in Section 11.06.                                          

(b) Subject to the provisions of Section 10.05, Seller shall pay any Losses for 
which it becomes obligated to indemnify Buyer or the Surviving Corporation      
hereunder as follows:                                                           

          (i) all Losses which in the aggregate amount are equal to or less than
4% of the Merger Consideration shall be paid by delivery of a number of shares  
of Buyer Common Stock valued at $20.60 per share as shall be equal in value to  
the amount of such Losses; and                                                  

      (ii) after Seller has paid Buyer for Losses in an aggregate amount
which is equal to 4% of the Merger Consideration, Seller shall have the option  
to pay for any additional Losses either in cash or by delivery of shares of     
Buyer Common Stock valued at $20.60 per share.                                  

    10.04 RIGHT OF OFFSET. All Losses shall be computed net of any recovery of
insurance proceeds.                                                             

10.05 LIMITATIONS ON INDEMNIFICATION.                                 

(a) Notwithstanding the foregoing, no party will be entitled to       
indemnification pursuant to this Article X following the Closing until and only 
to the extent that the aggregate amount of Losses for which (i) the Buyer would 
otherwise be entitled to receive indemnification under Section 10.01(a), in the 
case of Buyer's Losses, or (ii) Seller would otherwise be entitled to receive   
indemnification under Section 10.01(b), in the case of Seller's Losses, exceeds 
$250,000; provided, however, such $250,000 deductible amount shall not apply to 
any Losses due to the matters described on Schedule 10.05 hereto.               

 (b) Notwithstanding the foregoing, neither party shall be liable to the
other under Section 10.01 hereof unless the claim is asserted in writing prior  
to the second anniversary of the date of the Closing except (i) claims under    
Section 10.01(a)(ii) and (iii) and any claims related to a breach of the        
representations and warranties contained in Sections 3.02 (Ownership of Shares),
3.03 (Capitalization of Metro), 3.04 (Approval of Agreement) and 4.02 (Approval 
of Agreement) may be asserted at any time (subject to the expiration of         
applicable statutes of limitation) and (ii) claims under Section 10.01(a)(iv)   
may be asserted at any time prior to the fifth anniversary of the date of the   
Closing.                                                                        

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   (c) Notwithstanding the foregoing, neither party shall have any liability
under Section 10.01 in an amount greater than the value of the Stock            
Consideration received by Seller, valued at $20.60 per share.                   

ARTICLE XI
 MISCELLANEOUS

11.01 BINDING AGREEMENT.                                              

This Agreement shall be binding upon and shall inure to the benefit of
Buyer, Sub, Seller and their respective successors and assigns.                 

11.02 TERMINATION OF AGREEMENT. This Agreement and the transactions   
contemplated hereby may be terminated prior to June 30, 1997 only as follows:   

(a) By mutual consent of Buyer and Metro;                             

     (b) By either (i) Buyer, on the one hand, if any of the terms or conditions
set forth in Article VIII are not satisfied on or before the date of the        
Closing, or (ii), on the other hand, by Metro if any of the terms or conditions 
set forth in Sections 9.01 through 9.08 are not satisfied on or before the date 
of the Closing or by Seller if any of the terms or conditions set forth in      
Sections 9.09 through 9.13 are not satisfied on or before the date of the       
Closing, and, in either case, if the Closing shall not have occurred on the date
provided for in Section 1.02(a) hereof or such other date, if any, as Metro and 
Buyer shall agree upon pursuant to Section 1.02(a) hereof;                      

(c) By Buyer:                                                         

      (i) after the thirtieth business day following receipt by Metro of
Buyer's written notice of the occurrence of either of the following events,     
describing such event in sufficient detail to enable Metro and Seller to attempt
to cure the problem identified in the notice during such thirty business days,  
if Metro and Seller do not cure the problem during such thirty-day period:      

              (A) if Seller fails to perform any of its obligations under this
Agreement which is required to be performed prior to such time, except to the   
extent such breach is directly caused by Buyer or Sub; or                       

             (B) if at any time the representations and warranties of Seller
set forth in this Agreement are not true and correct in all material respects,  
except as affected by transactions approved in writing by Buyer or contemplated 
or required under this Agreement and except to the extent such breach is        
directly caused by the gross negligence of Buyer under the Management Agreement;

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  (ii) If any statute, rule, regulation, order or decree not yet
announced or proposed shall have been enacted, entered, promulgated, proposed or
enforced between the date hereof and the day of the Closing by any governmental,
regulatory or administrative entity, agency or commission which would have a    
material adverse effect upon Metro;                                             

       (iii) if any material claim, action, proceeding or investigation is
commenced between the date hereof and the day of the Closing involving or       
affecting Metro or any of its properties or assets which would have a material  
adverse effect upon Metro; or                                                   

          (iv) if the information contained in the March Balance Sheet or in any
of the financial statements or operating reports of Metro for any period        
subsequent to December 31, 1996 delivered pursuant to Section 5.05 hereof       
reveals a material adverse change in Metro (except to the extent such material  
adverse change in Metro is directly caused by the gross negligence of Buyer     
under the Management Agreement); or                                             

(d) By Metro:                                                         

     (i) after the thirtieth day following receipt by Buyer of Metro's
written notice of the occurrence of either of the following events, describing  
such event in sufficient detail to enable Buyer to attempt to cure the problem  
identified in the notice during such thirty days, if Buyer does not cure the    
problem during such thirty-day period:                                          

             (A) if Buyer fails to perform any of its obligations under this
Agreement which is required to be performed prior to such time, except to the   
extent such breach is directly caused by Metro or Seller; or                    

            (B) if at any time the representations and warranties of Buyer
set forth in this Agreement are not true and correct in all material respects,  
except as affected by transactions approved in writing by Metro or Seller or    
contemplated or required under this Agreement;                                  

  (ii) If any statute, rule, regulation, order or decree not yet
announced or proposed shall have been enacted, entered, promulgated, proposed or
enforced between the date hereof and the day of the Closing by any governmental,
regulatory or administrative entity, agency or commission which would have a    
material adverse effect upon Buyer;                                             

       (iii) if any material claim, action, proceeding or investigation is
commenced between the date hereof and the day of the Closing involving or       
affecting Buyer or any of its properties or assets which would have a material  
adverse effect upon Buyer; or                                                   

        (iv) if the information contained in any of the financial statements
of Buyer for any period subsequent to December 31, 1996 delivered pursuant to   
Section 6.05 hereto reveals a material adverse change in Buyer.                 

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11.03 MANNER AND EFFECT OF TERMINATION.                               

  (a) Any action by Metro to terminate this Agreement and the transactions
contemplated hereby, as provided in Section 11.02 hereof, shall be taken by its 
Chairman. Any such action by Seller shall be taken by its President and Chief   
Executive Officer. Any such action by Buyer shall be taken by its Chairman of   
the Board or its Vice Chairman of the Board.                                    

(b) If this Agreement is terminated pursuant to Section 11.02 hereof  
without fault of either party or breach of this Agreement, all obligations of   
the parties hereunder (except those under Section 11.12 hereof) shall terminate,
without liability of Seller or Metro to Buyer or Sub or of Buyer or Sub to      
Seller or Metro.                                                                

(c) Nothing in this Section 11.03 or elsewhere in this Agreement shall
impair or restrict the rights of any party to any and all remedies at law or in 
equity in the event of a breach of or default under this Agreement prior to     
termination pursuant to Section 11.02 hereof, including, without limitation, the
right of specific performance and injunctive relief giving effect to its rights 
hereunder; provided, however, that neither party shall be liable to the other   
party for any indirect, incidental, special or consequential damages, including 
lost profits or revenue, lost savings, loss of managerial time, business        
interruption or other lost opportunity, as a result of any such breach or       
default by the other party even if such other party has been advised of the     
possibility of such damages, whether any claim for such recovery is based on    
theories of contract, negligence or tort, including strict liability. After the 
Closing, the rights of indemnification granted under Article X hereof shall be  
the sole and exclusive remedy at law and in equity of and with respect to all   
Losses of either party hereto (including the respective successors and assigns  
of either party hereto).                                                        

   11.04 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The right to
indemnification for any breach of the representations and warranties made by    
each party herein shall survive for twenty four months after the date of the    
Closing, except as follows: (a) the representations and warranties of Seller    
contained in Sections 3.02 (Ownership of Shares), 3.03 (Capitalization of Metro)
and 3.04 (Approval of Agreement) shall survive indefinitely (subject to the     
expiration of any applicable statutes of limitations) and (b) the               
representations and warranties of the Sellers in Section 3.11 (Tax Returns and  
Audits) shall survive until the expiration of the applicable statute of         
limitations with respect to the Taxes to which any claim relates, as such       
limitation period may be extended from time to time. Each party hereto          
acknowledges and confirms that neither party hereto makes any representations or
warranties whatsoever other than those specifically set forth herein. All       
covenants in this Agreement not fully performed as the date of the Closing shall
survive the date of the Closing and continue thereafter until fully performed.  

11.05 FURTHER ASSURANCES. From time to time, as and when requested by 
either party (whether before or after the Effective Time), the other party shall
execute and deliver, or cause to be executed and delivered, all such documents  
and instruments and shall take, or cause to be taken, all such further and other
action as the requesting party may reasonably deem                              

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necessary, proper or desirable to consummate and make effective as promptly as  
practicable the transactions contemplated by this Agreement and the orderly     
transition of the respective businesses of Metro to Buyer.                      

    11.06 DISPUTE RESOLUTION PROCEDURES. If any question shall arise in regard
to the interpretation of any provision of this Agreement or as to the rights and
obligations of the parties hereunder, Glen F. Post, III, acting in his capacity 
as Chairman of Metro and/or chief executive officer of Seller, as appropriate,  
and James C. Allen, as chief executive officer of Buyer, shall meet with each   
other to negotiate and attempt to resolve such question in good faith. Such     
representatives may, if they so desire, consult outside experts for assistance  
in arriving at a resolution. In the event that a resolution is not achieved     
within fifteen (15) days after their first meeting, then either party may submit
the question for final resolution by binding arbitration in accordance with the 
rules and procedures of the American Arbitration Association applicable to      
commercial transactions, and judgment upon any award thereon may be entered in  
any court having jurisdiction thereof. If Buyer initiates the arbitration, it   
shall be held in New Orleans, Louisiana, and if Metro or Seller initiates the   
arbitration, it shall be held in St. Louis, Missouri. In the event of any       
arbitration, Buyer shall select one arbitrator, Seller or Metro shall select one
arbitrator and the two arbitrators so selected shall select a third arbitrator, 
any two of which arbitrators together shall make the necessary determinations.  
In making the foregoing selections, each party, as well as the arbitrators      
selected by such parties, shall endeavor to designate an arbitrator having      
substantive experience in the telecommunications industry. All out of pocket    
costs and expenses of Buyer, Metro and Seller in connection with such           
arbitration, including, without limitation, the fees of the arbitrators and any 
administration fees and reasonable attorney's fees and expenses, shall be borne 
by Buyer and Seller in such proportions as the arbitrators shall decide that    
such expenses should, in equity, be apportioned.                                

11.07 ENTIRE AGREEMENT AND MODIFICATION. This Agreement, including the
Schedules and Exhibits attached hereto, the letter referenced in Section 5.08   
hereof and the Confidentiality Agreement dated October 2, 1996 between Seller   
and Buyer, constitutes the entire agreement between the parties. No changes of, 
modifications of, or additions to this Agreement shall be valid unless the same 
shall be in writing and signed by each of the parties hereto.                   

    11.08 SEVERABILITY. If any provision of this Agreement shall be determined
to be contrary to law and unenforceable by any court of law, the remaining      
provisions shall be severable and enforceable in accordance with their terms.   

     11.09 COUNTERPARTS. This Agreement may be executed in one or more identical
counterparts, each of which shall be deemed an original but all of which        
together will constitute one and the same instrument.                           

11.10 INTERPRETATION.                                                 

 (a) The table of contents and article and section headings contained in
this Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement. Each of the parties has        
participated substantially in                                                   

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the negotiation and drafting of this Agreement and each party hereby disclaims  
any defense or assertion in any litigation or arbitration that any ambiguity    
herein should be construed against the draftsman.                               

(b) References herein to effects which are "materially adverse" or    
"material" to Metro are to the businesses, assets, prospects, condition         
(financial or otherwise), liabilities or results of operations of Metro,        
provided, however, that (i) an event (such as a regulatory change) which affects
the CLEC industry as a whole (an "Industry Wide Event"), (ii) an EBITDA Loss of 
Metro during any month which is not more than 120% of the amount of EBITDA Loss 
contemplated for such month by Metro's 1997 operating budget, (iii) any public  
statement or the release of any publicly-available information confirming that a
competitor has received a franchise or intends to seek a franchise in any       
territory where Metro currently conducts operations or plans to conduct         
operations, or confirming that a competitor has expanded its existing networks  
or otherwise improved its competitive position in any such markets and (iv) any 
liabilities which, if in existence on the date hereof, would be required to be  
specifically set forth on any Schedule delivered by Seller pursuant hereto      
(other than a liability for which Seller agrees in writing at Closing to fully  
indemnify Buyer, without regard to the limitations in Section 10.05 hereof, and 
except for liabilities not requiring Buyer's consent under Section 5.01 hereof) 
incurred by Metro after December 31, 1996 which are not in the aggregate in     
excess of $250,000, would not be deemed "materially adverse" to Metro.          

(c) References herein to effects which are "materially adverse" or    
"material" to Buyer are to the businesses, assets, prospects, condition         
(financial or otherwise), liabilities or results of operations of Buyer and its 
subsidiaries taken as a whole, provided, however, that (i) an Industry Wide     
Event and (ii) a consolidated EBITDA Loss of Buyer during any month which is not
more than 120% of the amount of EDITDA Loss contemplated for such month by      
Buyer's 1997 operating budget, would not be deemed "materially adverse" to      
Buyer.                                                                          

(d) Notwithstanding any cross-references in one Schedule to another   
Schedule (all of which are included as a matter of convenience only), each      
Schedule shall be deemed to include the information contained in all other      
Schedules, such that reference to a matter or item under one Schedule shall be  
deemed to constitute disclosure under all other Schedules.                      

    11.11 GOVERNING LAW. This Agreement shall be governed by and construed and
interpreted in accordance with the substantive laws of the State of Delaware as 
applied to contracts made and performed within the State of Delaware without    
regard to its conflicts of law principles.                                      

   11.12 PAYMENT OF FEES AND EXPENSES. Buyer and Seller shall pay all of the
fees and expenses of their respective counsel, accountants and other advisors   
and all other expenses incurred by such party incident to the negotiation,      
preparation and execution of this Agreement and the consummation of the         
transactions contemplated hereby.                                               

    11.13 NO WAIVER. The failure of either party to exercise any of its rights
hereunder or to enforce any of the terms or conditions of this Agreement on any 
occasion shall                                                                  

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not constitute or be deemed a waiver of that party's rights thereafter to       
exercise any rights hereunder or to enforce each and every term and condition of
this Agreement.                                                                 

    11.14 PUBLIC ANNOUNCEMENTS. Except as otherwise required by applicable law
or regulation or the rules of any applicable securities exchange or national    
market system, so long as this Agreement is in effect prior to the Effective    
Time, neither Buyer nor Seller will issue or cause to be issued any press       
release or make any other public announcement with respect to the transactions  
contemplated by this Agreement without the consent of the other party, which    
consent shall not be unreasonably withheld.                                     

11.15 NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given when  
the same shall be delivered personally, one business day after being sent       
prepaid by reputable overnight courier, or three business days after being sent 
by registered or certified mail, postage prepaid, and addressed as set forth    
below:                                                                          

(a) If to Buyer or Sub:                                               

Brooks Fiber Properties, Inc.                                 
425 Woods Mill Road South, Suite 300                          
Town & Country, Missouri  63017                               
Attention: Mr. James C. Allen                                 
 Vice Chairman and Chief Executive Officer
Fax (314) 579-4854                      

copy to:                                                      

Bryan Cave LLP                                                
211 North Broadway, Suite 3600                                
St. Louis, Missouri  63102                                    
Attention: John P. Denneen, Esq.                              
Fax (314) 259-2020                      

(b) If to Metro or Seller:                                            

Century Telephone Enterprises, Inc.                           
100 Century Park Drive                                        
Monroe, Louisiana  71203                                      
Attention: Mr. Glen F. Post, III                              
President and Chief Executive Officer   
Fax (318) 388-9562                      

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copy to:                                                      

Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P. 
Place St. Charles                                             
201 St. Charles Avenue                                        
New Orleans, LA  70171-5100                                   
Attention: Kenneth J. Najder, Esq.                            
Fax (504) 582-8012                      

Either party may change the address to which notices are to be addressed by     
giving the other party notice in the manner herein set forth.                   

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THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY 
THE PARTIES.                                                                    

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

      BUYER:

                             BROOKS FIBER PROPERTIES, INC.

                     By /s/ James C. Allen
                                          --------------------------------------
ATTEST:                                   Vice Chairman and                     
                           Chief Executive Officer
/s/ John P. Denneen                                                             
---------------------------------------                                         
Secretary                                                                       

    SUB:

                           BROOKS FIBER COMMUNICATIONS
              OF TEXAS, INC.

                     By /s/ James C. Allen
                                          --------------------------------------
ATTEST:                                   Vice Chairman and                     
                           Chief Executive Officer
/s/ John P. Denneen                                                             
---------------------------------------                                         
Secretary                                                                       

       SELLER:

                                   CENTURY TELEPHONE ENTERPRISES, INC.

                         By /s/ Glenn F. Post, III
                                          --------------------------------------
ATTEST:                                   President and Chief Executive Officer 
                               Taxpayer ID No.: 72-0651161
/s/ Harvey Perry                                                                
---------------------------------------                                         
Secretary                                                                       

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      METRO:

                           METRO ACCESS NETWORKS, INC.

                         By /s/ Glenn F. Post, III
                                          --------------------------------------
ATTEST:                                   Chairman of the Board                 

/s/ Joy B. Eppinette                                                            
---------------------------------------                                         
Secretary                                                                       

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 LIST OF SCHEDULES

A) Seller's Schedules:                                                          

1.08        -     Metro SARs                                              
2.01(c)     -     Assumed Metro Stock Options                             
2.03        -     GAAP Accrual Exceptions                                 
3.02        -     Securityholders; Restrictions on Shares                 
3.03        -     Authorized Capital Stock of Metro                       
3.04        -     Required Authorizations                                 
3.06        -     Metro's December Financial Statements                   
3.07        -     Events Subsequent to December 31, 1996                  
3.11        -     Disclosures regarding Taxes                             
  3.12        -     Contracts:  penalties on termination and required consents
3.14        -     Personal property title exceptions                      
3.15        -     Real and personal property leased by Metro              
3.16        -     Real property leased to Metro - list and exceptions     
 3.17        -     Patents, Trademarks, Tradenames and Copyrights - list and
exceptions                            
  3.19        -     List of physical assets and shared tangible and intangible
property                              
3.21        -     Licenses, Rights of Way and Permits                     
3.22        -     Contracts                                               
3.24        -     Needed Governmental Permits                             
3.25        -     Litigation and Arbitration                              
3.26        -     Employees and Consultants                               
3.27        -     Indebtedness to and from stockholders and others        
3.28        -     Outside financial interests                             
3.30        -     Labor Agreements, Employee Benefit Plans and Employment 
Agreements                            
3.33        -     Employee claims                                         
3.37        -     Insurance Policies                                      
3.38        -     Environmental Matters                                   

B) Buyer's Schedules:                                                           

4.03        -     Prospectus                                              
4.07        -     Events subsequent to December 31, 1996                  
4.11        -     Disclosures Regarding Taxes                             
   4.12        -     Consents Required Under Licenses, Rights of Way and Permits

C) Other Schedules:                                                             

1.09        -     Employees and Benefit Programs and Plans                
7.00        -     Restricted Counties                                     
8.07        -     Affiliates of Metro                                     
10.05       -     Exclusions from Section 10.05                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		1/1/98		42
		6/30/97		7		47			10-Q,  4
Filed on:		5/14/97
For Period End:		5/5/97							8-K/A
		4/15/97		12
		4/1/97		1		8
		3/31/97		8		32			10-K/A,  10-Q
		3/28/97		20					10-K,  8-K,  DEF 14A
		3/27/97		8		20
		3/24/97		34
		3/20/97		27
		2/28/97		27
		2/12/97		19		20
		1/1/97		23
		12/31/96		15		56			10-K,  10-K/A,  S-4/A
		10/2/96		50
		5/2/96		31
		2/29/96		11
		1/1/96		22		34
		12/31/95		24
		10/14/93		8
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