<PAGE>   1
                                                                  Exhibit 10.9


                                                                  CONFORMED COPY

                                CREDIT AGREEMENT

                                  dated as of

                                 June 14, 2001

                                 as amended by

                      AMENDMENT NO. 1 TO CREDIT AGREEMENT

                                  dated as of

                                 July 31, 2001

                                     among

                            Nortel Networks Limited,
                                 as Guarantor,

                             Nortel Networks Inc.,
                                  as Borrower,

                            The Banks Party Hereto,

                                   including

                          Credit Suisse First Boston,
                             as Syndication Agent,

                                      and

                           The Chase Manhattan Bank,
                            as Administrative Agent




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




                                   Arranged by

                          J.P. Morgan Securities Inc.,
                         Credit Suisse First Boston and
                           Salomon Smith Barney Inc.,
                  as Joint Bookrunners and Joint Lead Arrangers

                               Documentation Agent

                                 Citibank, N.A.


<PAGE>   2


                                TABLE OF CONTENTS

                                                                            PAGE


                                    ARTICLE 1

                                   DEFINITIONS

Section 1.01.  Definitions...................................................1
Section 1.02.  Accounting Terms and Determinations...........................9
Section 1.03.  Types of Borrowings...........................................9

                                    ARTICLE 2

                                   THE CREDITS

Section 2.01.  Commitments to Lend..........................................10
Section 2.02.  Notice of Committed Borrowing................................10
Section 2.03.  Money Market Borrowings......................................10
Section 2.04.  Notice to Banks; Funding of Loans............................14
Section 2.05.  Notes........................................................15
Section 2.06.  Maturity of Loans............................................15
Section 2.07.  Interest Rates...............................................15
Section 2.08.  Fees.........................................................17
Section 2.09.  Optional Termination or Reduction of Commitments.............18
Section 2.10.  Method of Electing Interest Rates............................18
Section 2.11.  Optional Prepayments.........................................18
Section 2.12.  General Provisions as to Payments............................19
Section 2.13.  Funding Losses...............................................19
Section 2.14.  Computation of Interest and Fees.............................20
Section 2.15.  Judgment Currency............................................20

                                    ARTICLE 3

                                   CONDITIONS

Section 3.01.  Closing......................................................20
Section 3.02.  Borrowings...................................................21

                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

Section 4.01.  Corporate Existence and Power................................22
Section 4.02.  Corporate and Governmental Authorization; No Contravention...22
Section 4.03.  Binding Effect...............................................22
Section 4.04.  Financial Information........................................22
Section 4.05.  Litigation...................................................23



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<PAGE>   3



                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE

                                    ARTICLE 5

                                    COVENANTS

Section 5.01.  Information..................................................23
Section 5.02.  Conduct of Business and Maintenance of Existence; Merger
               and Sales of Assets..........................................24
Section 5.03.  Use of Proceeds..............................................25
Section 5.04.  Negative Pledge..............................................25
Section 5.05.  Minimum Consolidated Tangible Net Worth......................26

                                    ARTICLE 6

                                    DEFAULTS

Section 6.01.  Events of Default............................................26
Section 6.02.  Notice of Default............................................28

                                    ARTICLE 7

                       THE AGENT AND THE SYNDICATION AGENT

Section 7.01.  Appointment and Authorization................................28
Section 7.02.  Agent and Affiliates.........................................28
Section 7.03.  Action by Agent..............................................28
Section 7.04.  Consultation with Experts....................................28
Section 7.05.  Liability of Agent...........................................28
Section 7.06.  Indemnification..............................................29
Section 7.07.  Credit Decision..............................................29
Section 7.08.  Successor Agent..............................................29
Section 7.09.  Agent's Fee..................................................29
Section 7.10.  Syndication Agent............................................29

                                    ARTICLE 8

                             CHANGE IN CIRCUMSTANCES

Section 8.01.  Basis for Determining Interest Rate Inadequate or Unfair.....30
Section 8.02.  Illegality...................................................30
Section 8.03.  Increased Cost and Reduced Return............................31
Section 8.04.  Taxes........................................................32
Section 8.05.  Base Rate Loans Substituted for Affected Euro-Dollar Loans...34
Section 8.06.  Substitution of Bank.........................................34




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<PAGE>   4


                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE

                                    ARTICLE 9

                                    GUARANTY

Section 9.01.  The Guaranty.................................................34
Section 9.02.  Guaranty Unconditional.......................................34
Section 9.03.  Discharge Only upon Payment in Full; Reinstatement in
               Certain Circumstances........................................35
Section 9.04.  Waiver by the Company........................................35
Section 9.05.  Subrogation..................................................35
Section 9.06.  Stay of Acceleration.........................................36

                                   ARTICLE 10

                                  MISCELLANEOUS

Section 10.01. Notices......................................................36
Section 10.02. No Waivers...................................................36
Section 10.03. Expenses; Indemnification....................................36
Section 10.04. Sharing of Set-offs..........................................37
Section 10.05. Amendments and Waivers.......................................37
Section 10.06. Successors and Assigns.......................................37
Section 10.07. Collateral...................................................40
Section 10.08. Governing Law; Submission to Jurisdiction....................40
Section 10.09. Counterparts; Integration; Effectiveness.....................40
Section 10.10. WAIVER OF JURY TRIAL.........................................40
Section 10.11. Confidentiality..............................................40
Section 10.12. Sharing of Payments..........................................41


ANNEX A      --    Pricing Schedule

EXHIBIT A    --    Note

EXHIBIT B    --    Money Market Quote Request

EXHIBIT C    --    Invitation for Money Market Quotes

EXHIBIT D    --    Money Market Quote

EXHIBIT E    --    Opinion of Counsel for the Company

EXHIBIT F    --    Opinion of Counsel for the Borrower

EXHIBIT G    --    Opinion of Special Counsel for the Administrative Agent

EXHIBIT H    --    Assignment and Assumption Agreement




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<PAGE>   5




       CREDIT AGREEMENT dated as of June 14, 2001 among NORTEL NETWORKS LIMITED,
as Guarantor, NORTEL NETWORKS INC., as Borrower, the Banks party hereto, Credit
Suisse First Boston, as Syndication Agent, and The Chase Manhattan Bank, as
Administrative Agent, as amended by AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as
of July 31, 2001 among Nortel Networks Limited, Nortel Networks Inc. and the
banks parties thereto.

       The parties hereto agree as follows:

                                    ARTICLE 1
                                   Definitions

       Section 1.01. Definitions. The following terms, as used herein, have the
following meanings:

              "ABSOLUTE RATE AUCTION" means a solicitation of Money Market
       Quotes setting forth Money Market Absolute Rates pursuant to Section
       2.03.

              "ADJUSTED LONDON INTERBANK OFFERED RATE" has the meaning set forth
       in Section 2.07(b).

              "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank,
       an administrative questionnaire in the form prepared by the Agent and
       submitted to the Agent (with a copy to the Company) duly completed by
       such Bank.

              "AFFILIATE" means, as to any Person, (i) any other Person (a
       "CONTROLLING PERSON") that directly, or indirectly through one or more
       intermediaries, controls such Person or (ii) any Person (other than such
       Person and its Subsidiaries) which is controlled by or is under common
       control with a Controlling Person. As used herein, the term "control"
       means possession, directly or indirectly, of the power to direct or cause
       the direction of the management or policies of a Person, whether through
       the ownership of voting securities, by contract or otherwise.

              "AGENT" means The Chase Manhattan Bank in its capacity as
       administrative agent for the Banks hereunder, and its successors in such
       capacity.

              "AGREEMENT" means this Credit Agreement and any Annexes,
       Appendices, Exhibits and Schedules attached hereto, each of which is
       hereby incorporated in the terms of this Agreement, as amended.

              "APPLICABLE LENDING OFFICE" means, with respect to any Bank, (i)
       in the case of its Base Rate Loans, its Domestic Lending Office, (ii) in
       the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and
       (iii) in the case of its Money Market Loans, its Money Market Lending
       Office.

              "ARRANGERS" means J.P. Morgan Securities Inc. and Credit Suisse
       First Boston, in their capacity as Joint Bookrunners and Co-Lead
       Arrangers.




<PAGE>   6


              "ASSIGNEE" has the meaning set forth in Section 10.06(c).

              "ATTRIBUTABLE DEBT" in respect of a Financing Lease means the
       present value of the obligations of the lessee thereunder for rental
       payments during the remaining term of such lease.

              "BANK" means each bank listed on the signature pages hereof, each
       Assignee which becomes a Bank pursuant to Section 10.06(c), and their
       respective successors.

              "BASE RATE" means, for any day, a rate per annum equal to the
       higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1%
       plus the Federal Funds Rate for such day.

              "BASE RATE LOAN" means a Committed Loan to be made by a Bank as a
       Base Rate Loan in accordance with the applicable Notice of Committed
       Borrowing or Notice of Interest Rate Election or pursuant to Article 8.

              "BORROWER" means Nortel Networks Inc., a Delaware corporation, and
       its successors.

              "BORROWING" has the meaning set forth in Section 1.03.

              "CHANGE OF CONTROL" means (x) any person or group of persons
       (within the meaning of Section 13 or 14 of the Exchange Act), shall
       acquire beneficial ownership (within the meaning of Rule 13d-3
       promulgated by the Securities and Exchange Commission under the Exchange
       Act) of 40% or more of the outstanding shares of common stock of the
       Relevant Entity, or (y) during any period of twelve consecutive calendar
       months, individuals who were directors of the Relevant Entity on the
       first day of such period (or who were nominated for election or appointed
       by such directors as a director of the Relevant Entity) shall cease to
       constitute a majority of the Relevant Entity's board of directors. For
       purposes of this definition, "RELEVANT ENTITY" means each of Nortel
       Networks Corporation, a Canadian Corporation (and its successors) and the
       Company.

              "CLOSING DATE" means the date on or after the Effective Date on
       which the Agent shall have received the documents specified in or
       pursuant to Section 3.01.

              "COMMITMENT" means, with respect to each Bank, the amount set
       forth opposite the name of such Bank on the signature pages hereof, as
       such amount may be reduced from time to time pursuant to Section 2.09.

              "COMMITTED LOAN" means a loan made by a Bank pursuant to Section
       2.01; provided that if any such loan or loans are combined or subdivided
       pursuant to a Notice of Interest Rate Election, the term "Committed Loan"
       shall refer to the combined principal amount resulting from such
       combination or to each of the separate principal amounts resulting from
       such subdivision, as the case may be.



                                       2
<PAGE>   7


              "COMPANY" means Nortel Networks Limited, a Canadian corporation,
       and its successors.

              "COMPANY'S 2000 FORM 10-K" means the Company's annual report on
       Form 10-K for 2000, as filed with the Securities and Exchange Commission
       pursuant to the Exchange Act.

              "COMPANY'S 2001Q1 FORM 10-Q" means the Company's quarterly report
       on Form 10-Q for the period ended March 31, 2001, as filed with the
       Securities and Exchange Commission pursuant to the Exchange Act.

              "CONSOLIDATED SUBSIDIARY" means at any date any Subsidiary or
       other entity the accounts of which would be consolidated with those of
       the Company in its consolidated financial statements if such statements
       were prepared as of such date.

              "CONSOLIDATED NET TANGIBLE ASSETS" means the total amount of
       assets after deducting therefrom (i) all current liabilities, and (ii)
       all goodwill, tradenames, trademarks, patents, unamortized debt discount
       and expense and other like intangible assets, all as shown in the most
       recent annual or quarterly consolidated balance sheet of the Company
       (which may be contained in the Company's then most recent annual or
       quarterly report on Form 10-K or Form 10-Q, as applicable, as filed with
       the Securities and Exchange Commission); assets shall include an amount
       equal to the Attributable Debt in respect of those Financing Leases not
       capitalized on such balance sheet.

              "CONSOLIDATED TANGIBLE NET WORTH" means at any date the
       consolidated stockholders' equity of the Company and its Consolidated
       Subsidiaries less their consolidated Intangible Assets, all determined as
       of such date. For purposes of this definition, "Intangible Assets" means
       the amount (to the extent reflected in determining such consolidated
       stockholders' equity) of goodwill, patents, trademarks, service marks,
       tradenames, copyrights and other intangible assets.

              "DEFAULT" means any condition or event which constitutes an Event
       of Default or which with the giving of notice or lapse of time or both
       would, unless cured or waived, become an Event of Default.

              "DISCLOSURE MATERIALS" means the written materials so designated
       by the Arrangers and the Company and provided to the Banks.

              "DOLLARS" and the sign "$" means lawful money of the United
       States.

              "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday or
       other day on which commercial banks in New York City are required or
       authorized by law to close.

              "DOMESTIC LENDING OFFICE" means, as to each Bank, its office
       located at its address set forth in its Administrative Questionnaire (or
       identified in its Administrative Questionnaire as its Domestic Lending
       Office) or such other office as such Bank may hereafter designate as its
       Domestic Lending Office by notice to the Company and the Agent.



                                       3

<PAGE>   8


              "EFFECTIVE DATE" means the date this Agreement becomes effective
       in accordance with Section 10.09.

              "EURO-DOLLAR BUSINESS DAY" means any Domestic Business Day on
       which commercial banks are open for international business (including
       dealings in dollar deposits) in London.

              "EURO-DOLLAR LENDING OFFICE" means, as to each Bank, its office,
       branch or affiliate located at its address set forth in its
       Administrative Questionnaire (or identified in its Administrative
       Questionnaire as its Euro-Dollar Lending Office) or such other office,
       branch or affiliate of such Bank as it may hereafter designate as its
       Euro-Dollar Lending Office by notice to the Company and the Agent.

              "EURO-DOLLAR LOAN" means a Committed Loan to be made by a Bank as
       a Euro-Dollar Loan in accordance with the applicable Notice of Committed
       Borrowing or Notice of Interest Rate Election.

              "EURO-DOLLAR MARGIN" means a rate per annum determined in
       accordance with the Pricing Schedule.

              "EURO-DOLLAR RESERVE PERCENTAGE" has the meaning set forth in
       Section 2.07(b).

              "EVENT OF DEFAULT" has the meaning set forth in Section 6.01.

              "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
       amended.

              "EXECUTIVE OFFICER" means any of the Chairman of the Board of
       Directors, the President and Chief Executive Officer, the Chief Financial
       Officer, the Treasurer, the Assistant Treasurer or the Controller of the
       Company or any of the President, the Vice-President, Finance, the Chief
       Operating Officer or the Treasurer of the Borrower.

              "FEDERAL FUNDS RATE" means, for any day, the rate per annum
       (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
       weighted average of the rates on overnight Federal funds transactions
       with members of the Federal Reserve System arranged by Federal funds
       brokers on such day, as published by the Federal Reserve Bank of New York
       on the Domestic Business Day next succeeding such day, provided that (i)
       if such day is not a Domestic Business Day, the Federal Funds Rate for
       such day shall be such rate on such transactions on the next preceding
       Domestic Business Day as so published on the next succeeding Domestic
       Business Day, and (ii) if no such rate is so published on such next
       succeeding Domestic Business Day, the Federal Funds Rate for such day
       shall be the average rate quoted to The Chase Manhattan Bank on such day
       on such transactions as determined by the Agent.

              "FINANCING LEASES" means sale and leaseback transactions, except
       for: (i) temporary leases for a term, including any renewal thereof, of
       not more than three years; (ii) leases between the Company and the
       Borrower or between the Borrower and the Company; and (iii) leases for
       properties executed within one year of the latest of


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<PAGE>   9


       acquisition, completion of construction and commencement of commercial
       operation thereof.

              "FIXED RATE LOANS" means Euro-Dollar Loans or Money Market Loans
       (excluding Money Market LIBOR Loans bearing interest at the Base Rate
       pursuant to Section 8.01) or both.

              "FUNDED DEBT" means any indebtedness for borrowed money, whether
       of the Company or of a third person.

              "GRANTING BANK" has the meaning set forth in Section 10.06(f).

              "GROUP OF LOANS" means at any time a group of Loans consisting of
       (i) all Committed Loans which are Base Rate Loans at such time or (ii)
       all Committed Loans which are Euro-Dollar Loans having the same Interest
       Period at such time; provided that if a Committed Loan of any particular
       Bank is converted to or made as a Base Rate Loan pursuant to Section 8.02
       or 8.05, such Loan shall be included in the same Group or Groups of Loans
       from time to time as it would have been in if it had not been so
       converted or made.

              "INDEMNITEE" has the meaning set forth in Section 10.03(b).

              "INTEREST PERIOD" means: (1) with respect to each Euro-Dollar
       Loan, the period commencing on the date of borrowing specified in the
       applicable Notice of Borrowing or Notice of Interest Rate Election and
       ending one, two, three or six months thereafter, as the Borrower may
       elect in the applicable notice; provided that:

              (a)    any Interest Period which would otherwise end on a day
                     which is not a Euro-Dollar Business Day shall be extended
                     to the next succeeding Euro-Dollar Business Day unless such
                     Euro-Dollar Business Day falls in another calendar month,
                     in which case such Interest Period shall end on the next
                     preceding Euro-Dollar Business Day;

              (b)    any Interest Period which begins on the last Euro-Dollar
                     Business Day of a calendar month (or on a day for which
                     there is no numerically corresponding day in the calendar
                     month at the end of such Interest Period) shall, subject to
                     clause (c) below, end on the last Euro-Dollar Business Day
                     of a calendar month; and

              (c)    any Interest Period beginning prior to the Termination Date
                     which would otherwise end after the Termination Date shall
                     end on the Termination Date, and any Interest Period
                     beginning on or after the Termination Date which would
                     otherwise end after the first anniversary of the
                     Termination Date shall end on the first anniversary of the
                     Termination Date;

       (2)    with respect to each Money Market LIBOR Loan, the period
              commencing on the date of such borrowing specified in the
              applicable Notice of Borrowing and


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<PAGE>   10


              ending such whole number of months thereafter as the Borrower may
              elect in accordance with Section 2.03; provided that:

              (a)    any Interest Period which would otherwise end on a day
                     which is not a Euro-Dollar Business Day shall be extended
                     to the next succeeding Euro-Dollar Business Day unless such
                     Euro-Dollar Business Day falls in another calendar month,
                     in which case such Interest Period shall end on the next
                     preceding Euro-Dollar Business Day;

              (b)    any Interest Period which begins on the last Euro-Dollar
                     Business Day of a calendar month (or on a day for which
                     there is no numerically corresponding day in the calendar
                     month at the end of such Interest Period) shall, subject to
                     clause (c) below, end on the last Euro-Dollar Business Day
                     of a calendar month; and

              (c)    any Interest Period which would otherwise end after the
                     Termination Date shall end on the Termination Date.

       (3)    with respect to each Money Market Absolute Rate Loan, the period
              commencing on the date of borrowing specified in the applicable
              Notice of Borrowing and ending such number of days thereafter (but
              not less than 14 days) as the Borrower may elect in accordance
              with Section 2.03; provided that:

              (a)    any Interest Period which would otherwise end on a day
                     which is not a Euro-Dollar Business Day shall be extended
                     to the next succeeding Euro-Dollar Business Day; and

              (b)    any Interest Period which would otherwise end after the
                     Termination Date shall end on the Termination Date.

              "LIBOR AUCTION" means a solicitation of Money Market Quotes
       setting forth Money Market Margins based on the London Interbank Offered
       Rate pursuant to Section 2.03.

              "LOAN" means a Base Rate Loan, a Euro-Dollar Loan or a Money
       Market Loan and "Loans" means Base Rate Loans, Euro-Dollar Loans or Money
       Market Loans or any combination of the foregoing.

              "LONDON INTERBANK OFFERED RATE" has the meaning set forth in
       Section 2.07(b).

              "MATERIAL SUBSIDIARY" means any Subsidiary (x) the consolidated
       revenues of which equal or exceed 10% of the revenues of the Company and
       its Consolidated Subsidiaries on a consolidated basis or (y) the
       consolidated assets of which equal or exceed 10% of the assets of the
       Company and its Consolidated Subsidiaries on a consolidated basis, in
       each case as contained in the most recent annual report on Form 10-K, as
       filed with the Securities and Exchange Commission.


                                       6

<PAGE>   11


              "MONEY MARKET ABSOLUTE RATE" has the meaning set forth in Section
       2.03(d)(ii)(D).

              "MONEY MARKET ABSOLUTE RATE LOAN" means a loan to be made by a
       Bank pursuant to an Absolute Rate Auction.

              "MONEY MARKET LENDING OFFICE" means, as to each Bank, its Domestic
       Lending Office or such other office, branch or affiliate of such Bank as
       it may hereafter designate as its Money Market Lending Office by notice
       to the Company and the Agent; provided that any Bank may from time to
       time by notice to the Company and the Agent designate separate Money
       Market Lending Offices for its Money Market LIBOR Loans, on the one hand,
       and its Money Market Absolute Rate Loans, on the other hand, in which
       case all references herein to the Money Market Lending Office of such
       Bank shall be deemed to refer to either or both of such offices, as the
       context may require.

              "MONEY MARKET LIBOR LOAN" means a loan to be made by a Bank
       pursuant to a LIBOR Auction (including such a loan bearing interest at
       the Base Rate pursuant to Section 8.01).

              "MONEY MARKET LOAN" means a Money Market LIBOR Loan or a Money
       Market Absolute Rate Loan.

              "MONEY MARKET MARGIN" has the meaning set forth in Section
       2.03(d)(ii)(C).

              "MONEY MARKET QUOTE" means an offer by a Bank to make a Money
       Market Loan in accordance with Section 2.03.

              "MORTGAGE" means and includes any mortgage, hypothec, pledge,
       lien, security interest, privilege, floating charge, conditional sale or
       other title retention agreement or other similar encumbrance securing
       indebtedness for borrowed money.

              "NOTES" means promissory notes of the Borrower, substantially in
       the form of Exhibit A hereto, evidencing the obligation of the Borrower
       to repay the Loans made to it, and "Note" means any one of such
       promissory notes issued hereunder.

              "NOTICE OF BORROWING" means a Notice of Committed Borrowing (as
       defined in Section 2.02) or a Notice of Money Market Borrowing (as
       defined in Section 2.03(f)).

              "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in
       Section 2.10(a).

              "OTHER CREDIT AGREEMENT" means the Credit Agreement dated as of
       June 14, 2001 among Nortel Networks Limited, the banks parties thereto,
       Credit Suisse First Boston Canada, as Syndication Agent, and The Chase
       Manhattan Bank of Canada, as Administrative Agent, as amended from time
       to time.

              "PARENT" means, with respect to any Bank, any Person controlling
       such Bank.

              "PARTICIPANT" has the meaning set forth in Section 10.06(b).


                                       7

<PAGE>   12


              "PERSON" means an individual, a corporation, a partnership, an
       association, a trust or any other entity or organization, including a
       government or political subdivision or an agency or instrumentality
       thereof.

              "PRICING SCHEDULE" means the pricing schedule attached hereto as
       Annex A.

              "PRIME RATE" means the rate of interest publicly announced by The
       Chase Manhattan Bank in New York City from time to time as its Prime
       Rate.

              "PURCHASE MONEY MORTGAGE" means a mortgage on property existing at
       the time of acquisition thereof by the Company or the Borrower; any
       mortgage on any property acquired, constructed or improved by the Company
       or the Borrower incurred after the Effective Date which is created or
       assumed contemporaneously with, or within 180 days after, such
       acquisition, or completion of such construction or improvement, to secure
       or provide for the payment of the purchase price thereof or the cost of
       construction or improvement thereon incurred after the Effective Date
       (including the cost of any underlying real property); provided, however,
       that in the case of any such acquisition, construction or improvement,
       the Mortgage shall not apply to any property previously owned by the
       Company or the Borrower, other than, in the case of any such construction
       or improvement, any real property, theretofore substantially unimproved
       for the purposes of the Company or the Borrower, on which the property so
       constructed, or the improvement, is located and other than any machinery
       or equipment installed at any time so as to constitute immovable property
       or a fixture on the real property on which the property so constructed,
       or the improvement, is located.

              "REFERENCE BANKS" means the principal London offices of The Chase
       Manhattan Bank and Credit Suisse First Boston, and "Reference Bank" means
       any one of such Reference Banks.

              "REGULATION U" means Regulation U of the Board of Governors of the
       Federal Reserve System, as in effect from time to time.

              "REQUIRED BANKS" means at any time Banks having at least 51% of
       the aggregate amount of the Commitments or, if the Commitments shall have
       been terminated, holding Notes evidencing at least 51% of the aggregate
       unpaid principal amount of the Loans.

              "REQUIRED BANKS (80%)" means at any time Banks having at least 80%
       of the aggregate amount of the Commitments or, in the case of Section
       7.08, if the Commitments shall have been terminated, holding Notes
       evidencing at least 80% of the aggregate unpaid principal amount of the
       Loans.

              "REVOLVING CREDIT PERIOD" means the period from and including the
       Closing Date to but excluding the Termination Date.

              "SPC" has the meaning set forth in Section 10.06(f).

              "SUBSIDIARY" means, as to any Person, any corporation or other
       entity of which securities or other ownership interests having ordinary
       voting power to elect a majority of


                                       8

<PAGE>   13


       the board of directors or other persons performing similar functions are
       at the time directly or indirectly owned by such Person; unless otherwise
       specified, "Subsidiary" means a Subsidiary of the Company.

              "SYNDICATION AGENT" means Credit Suisse First Boston, in its
       capacity as syndication agent.

              "TERMINATION DATE" means June 13, 2002, or, if such day is not a
       Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

              "UNITED STATES" means the United States of America, including the
       States and the District of Columbia, but excluding its territories and
       possessions.

       Section 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with
generally accepted accounting principles as in effect from time to time in the
United States, applied on a basis consistent (except for changes concurred in by
the Company's independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries delivered to the Banks; provided that, if the Company notifies the
Agent that the Company wishes to amend any covenant in Article 5 to eliminate
the effect of any change in such generally accepted accounting principles on the
operation of such covenant (or if the Agent notifies the Company that the
Required Banks wish to amend Article 5 for such purpose), then the Company's
compliance with such covenant shall be determined on the basis of generally
accepted accounting principles in effect in the United States immediately before
the relevant change in generally accepted accounting principles became
effective, until either such notice is withdrawn or such covenant is amended in
a manner satisfactory to the Company and the Required Banks.

       Section 1.03. Types of Borrowings. The term "Borrowing" denotes the
aggregation of Loans of one or more Banks to be made to the Borrower pursuant to
Article 2 on a single date, all of which Loans are of the same type (subject to
Article 8) and, except in the case of Base Rate Loans, have the same Interest
Period or initial Interest Period. Borrowings are classified for purposes of
this Agreement either by reference to the pricing of Loans comprising such
Borrowing (e.g., a "FIXED RATE BORROWING" is a Euro-Dollar Borrowing or a Money
Market Borrowing (excluding any such Borrowing consisting of Money Market LIBOR
Loans bearing interest at the Base Rate pursuant to Section 8.01), and a
"EURO-DOLLAR BORROWING" is a Borrowing comprised of Euro-Dollar Loans) or by
reference to the provisions of Article 2 under which participation therein is
determined (i.e., a "COMMITTED BORROWING" is a Borrowing under Section 2.01 in
which all Banks participate in proportion to their Commitments, while a "MONEY
MARKET BORROWING" is a Borrowing under Section 2.03 in which the Bank
participants are determined on the basis of their bids in accordance therewith).



                                       9
<PAGE>   14




                                    ARTICLE 2
                                   The Credits

       Section 2.01. Commitments to Lend. (a) Revolving Loans. During the
Revolving Credit Period, each Bank severally agrees, on the terms and conditions
set forth in this Agreement, to make loans to the Borrower pursuant to this
subsection (a) from time to time in amounts such that the aggregate principal
amount of Committed Loans by such Bank at any one time outstanding shall not
exceed the amount of its Commitment. Each Borrowing under this subsection (a)
shall be in an aggregate principal amount of $25,000,000 or any larger multiple
of $5,000,000 (except that any such Borrowing may be in the aggregate amount
available subject to Section 3.02(c)), and shall be made from the several Banks
ratably in proportion to their respective Commitments. Within the foregoing
limits, the Borrower may borrow under this subsection (a), repay or, to the
extent permitted by Section 2.11, prepay Loans and reborrow at any time during
the Revolving Credit Period under this subsection (a). The Commitments shall
terminate at the close of business on the Termination Date.

       (b) Term Loans. Each Bank severally agrees, on the terms and conditions
set forth in this Agreement, to make a loan to the Borrower on the Termination
Date in an amount up to the aggregate principal amount of such Bank's Loans to
the Borrower outstanding on the Termination Date immediately prior to giving
effect to any repayment of such Loans on the Termination Date, provided that the
principal amount of such loan shall not exceed such Bank's Commitment. Amounts
prepaid after the Termination Date pursuant to Section 2.11 shall not be
reborrowed.

       Section 2.02. Notice of Committed Borrowing. The Borrower shall give the
Agent notice (a "NOTICE OF COMMITTED BORROWING") not later than (x) 10:45 A.M.
(New York City time) on the date of each Base Rate Borrowing and (y) 1:00 P.M.
(New York City time) on the third Euro-Dollar Business Day before each
Euro-Dollar Borrowing, specifying:

              (i) the date of such Borrowing, which shall be a Domestic Business
       Day in the case of a Base Rate Borrowing or a Euro-Dollar Business Day in
       the case of a Euro-Dollar Borrowing;

              (ii) the aggregate amount of such Borrowing;

              (iii) whether the Loans comprising such Borrowing bear interest
       initially at the Base Rate or at a Euro-Dollar Rate; and

              (iv) in the case of a Euro-Dollar Borrowing, the duration of the
       initial Interest Period applicable thereto, subject to the provisions of
       the definition of Interest Period.

Notwithstanding the foregoing, no more than eleven Euro-Dollar Borrowings shall
be outstanding at any one time, and any Borrowing which would exceed such
limitation shall be made as a Base Rate Borrowing.

       Section 2.03. Money Market Borrowings. (a) The Money Market Option. In
addition to Committed Borrowings pursuant to Section 2.01(a), the Borrower may,
as set forth in this Section, request the Banks during the Revolving Credit
Period to make offers to make


                                       10

<PAGE>   15


Money Market Loans to the Borrower. The Banks may, but shall have no obligation
to, make such offers and the Borrower may, but shall have no obligation to,
accept any such offers in the manner set forth in this Section. The making of a
Money Market Loan by a Bank shall not affect its or any other Bank's obligation
to make Committed Loans pursuant to Section 2.01.

       (b) Money Market Quote Request. When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Agent by telex or facsimile transmission a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be received not later
than 10:30 A.M. (New York City time) on (x) the fourth Euro-Dollar Business Day
prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction
or (y) the Domestic Business Day next preceding the date of Borrowing proposed
therein, in the case of an Absolute Rate Auction (or, in either case, such other
time or date as the Borrower and the Agent shall have mutually agreed and shall
have notified to the Banks not later than the date of the Money Market Quote
Request for the first LIBOR Auction or Absolute Rate Auction for which such
change is to be effective) specifying:

              (i) the proposed date of Borrowing, which shall be a Euro-Dollar
       Business Day in the case of a LIBOR Auction or a Domestic Business Day in
       the case of an Absolute Rate Auction,

              (ii) the aggregate amount of such Borrowing, which shall be
       $25,000,000 or a larger multiple of $5,000,000,

              (iii) the duration of the Interest Period applicable thereto,
       subject to the provisions of the definition of Interest Period, and

              (iv) whether the Money Market Quotes requested are to set forth a
       Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within two Euro-Dollar Business Days (or such other
number of days as the Borrower and the Agent may agree) of any other Money
Market Quote Request.

       (c) Invitation for Money Market Quotes. Promptly upon (and in any event
not later than 12:00 Noon (New York City time) on the date of) receipt of a
Money Market Quote Request submitted in accordance with subsection (b), the
Agent shall send to the Banks by telex or facsimile transmission an Invitation
for Money Market Quotes substantially in the form of Exhibit C hereto, which
shall constitute an invitation by the Borrower to each Bank to submit Money
Market Quotes offering to make the Money Market Loans to which such Money Market
Quote Request relates in accordance with this Section.

       (d) Submission and Contents of Money Market Quotes. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market
Quote must comply with the requirements of this subsection (d) and must be
submitted to the Agent by telex or facsimile transmission at its offices
specified in or pursuant to Section 10.01 not later than (x) 10:00 A.M. (New
York City time) on the third Euro-Dollar Business Day prior to the proposed


                                       11

<PAGE>   16


date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York
City time) on the proposed date of Borrowing, in the case of an Absolute Rate
Auction (or, in either case, such other time or date as the Borrower and the
Agent shall have mutually agreed and shall have notified to the Banks not later
than the date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective); provided that
Money Market Quotes submitted by the Agent (or any affiliate of the Agent) in
the capacity of a Bank may be submitted, and may only be submitted, if the Agent
or such affiliate notifies the Borrower of the terms of the offer or offers
contained therein not later than (x) one hour prior to the deadline for the
other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to the
deadline for the other Banks, in the case of an Absolute Rate Auction. Subject
to Articles 3 and 6, any Money Market Quote so made shall be irrevocable except
with the written consent of the Agent given on the instructions of the Borrower.

              (ii) Each Money Market Quote shall be in substantially the form of
       Exhibit D hereto and shall in any case specify:

                     (A) the proposed date of Borrowing,

                     (B) the principal amount of the Money Market Loan for which
              each such offer is being made, which principal amount (w) may be
              greater than or less than the Commitment of the quoting Bank, (x)
              must be $5,000,000 or a larger multiple of $1,000,000, (y) may not
              exceed the principal amount of Money Market Loans for which offers
              were requested and (z) may be subject to an aggregate limitation
              as to the principal amount of Money Market Loans for which offers
              being made by such quoting Bank may be accepted,

                     (C) in the case of a LIBOR Auction, the margin above or
              below the applicable London Interbank Offered Rate (the "MONEY
              MARKET MARGIN") offered for each such Money Market Loan, expressed
              as a percentage (specified to the nearest 1/10,000th of 1%) to be
              added to or subtracted from such base rate,

                     (D) in the case of an Absolute Rate Auction, the rate of
              interest per annum (specified to the nearest 1/10,000th of 1%)
              (the "MONEY MARKET ABSOLUTE RATE") offered for each such Money
              Market Loan, and

                     (E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

              (iii) Any Money Market Quote shall be disregarded if it:

                     (A) is not substantially in conformity with Exhibit D
              hereto or does not specify all of the information required by
              subsection (d)(ii);

                     (B) contains qualifying, conditional or similar language;



                                       12

<PAGE>   17




                     (C) proposes terms other than or in addition to those set
              forth in the applicable Invitation for Money Market Quotes; or

                     (D) arrives after the time set forth in subsection (d)(i).

       (e) Notice to Borrower. The Agent shall promptly (x) and in any event not
later than 10:45 A.M. (New York City time), in the case of a LIBOR Auction, or
10:00 A.M. (New York City time), in the case of an Absolute Rate Auction, on the
date of receipt notify the Borrower of the terms of any Money Market Quote
submitted by a Bank that is in accordance with subsection (d) and (y) notify the
Borrower of the terms of any Money Market Quote that amends, modifies or is
otherwise inconsistent with a previous Money Market Quote submitted by such Bank
with respect to the same Money Market Quote Request. Any such subsequent Money
Market Quote shall be disregarded by the Agent unless such subsequent Money
Market Quote is submitted solely to correct a manifest error in such former
Money Market Quote. The Agent's notice to the Borrower shall specify (A) the
aggregate principal amount of Money Market Loans for which offers have been
received for each Interest Period specified in the related Money Market Quote
Request, (B) the respective principal amounts and Money Market Margins or Money
Market Absolute Rates, as the case may be, so offered and (C) if applicable,
limitations on the aggregate principal amount of Money Market Loans for which
offers in any single Money Market Quote may be accepted.

       (f) Acceptance and Notice by Borrower. Not later than (x) 11:30 A.M. (New
York City time) on the third Euro-Dollar Business Day prior to the proposed date
of Borrowing, in the case of a LIBOR Auction or (y) 10:45 A.M. (New York City
time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction
(or, in either case, such other time or date as the Borrower and the Agent shall
have mutually agreed and shall have notified to the Banks not later than the
date of the Money Market Quote Request for the first LIBOR Auction or Absolute
Rate Auction for which such change is to be effective), the Borrower shall
notify the Agent of its acceptance or non-acceptance of the offers so notified
to it pursuant to subsection (e). In the case of acceptance, such notice (a
"NOTICE OF MONEY MARKET BORROWING") shall specify the aggregate principal amount
of offers for each Interest Period that are accepted. The Borrower may accept
any Money Market Quote in whole or in part; provided that:

              (i) the aggregate principal amount of each Money Market Borrowing
       may not exceed the applicable amount set forth in the related Money
       Market Quote Request;

              (ii) the principal amount of each Money Market Borrowing must be
       $25,000,000 or a larger multiple of $5,000,000;

              (iii) acceptance of offers may only be made on the basis of
       ascending Money Market Margins or Money Market Absolute Rates, as the
       case may be; and

              (iv) the Borrower may not accept any offer that is described in
       subsection (d)(iii) or that otherwise fails to comply with the
       requirements of this Agreement.

       (g) Allocation by Agent. If offers are made by two or more Banks with the
same Money Market Margins or Money Market Absolute Rates, as the case may be,
for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the


                                       13

<PAGE>   18


related Interest Period, the principal amount of Money Market Loans in respect
of which such offers are accepted shall be allocated by the Agent among such
Banks as nearly as possible (in multiples of $1,000,000, as the Agent may deem
appropriate) in proportion to the aggregate principal amounts of such offers.
Determinations by the Agent of the amounts of Money Market Loans shall be
conclusive in the absence of manifest error.

       Section 2.04. Notice to Banks; Funding of Loans. (a) Promptly upon (and
in any event not later than (w) 12:00 Noon (New York City time), in the case of
a LIBOR Auction, (x) 11:15 A.M. (New York City time), in the case of an Absolute
Rate Auction, (y) 11:30 A.M. (or, in the case of a Bank which has notified the
Agent that it is funding out of London and wishes to receive telephonic notice,
11:15 A.M. by phone) (New York City time), in the case of a Base Rate Borrowing,
and (z) 2:30 P.M. (New York City time), in the case of a Euro-Dollar Borrowing,
in each case on the date of) receipt of a Notice of Borrowing submitted in
accordance with the terms of this Agreement, the Agent shall promptly notify
each Bank of the contents thereof and of such Bank's share (if any) of such
Borrowing and (except as provided in Section 8.01) such Notice of Borrowing
shall not thereafter be revocable by the Borrower.

       (b) Not later than 12:30 P.M. (New York City time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the Agent at
its address referred to in Section 10.01. Unless the Agent determines that any
applicable condition specified in Article 3 has not been satisfied, the Agent
will make the funds so received not later than 12:30 P.M. (New York City time)
from the Banks available to the Borrower at the Agent's aforesaid address not
later than 1:30 P.M. (New York City time) on the day of receipt.

       (c) If any Bank makes a new Loan hereunder to the Borrower on a day on
which the Borrower is to repay all or any part of an outstanding Loan from such
Bank, such Bank shall apply the proceeds of its new Loan to make such repayment
and only an amount equal to the difference (if any) between the amount being
borrowed by the Borrower and the amount being repaid shall be made available by
such Bank to the Agent as provided in subsection (b) of this Section, or
remitted by the Borrower to the Agent as provided in Section 2.12, as the case
may be.

       (d) Unless the Agent shall have received notice from a Bank prior to the
date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to 12:00
Noon (New York City time) on the date of such Borrowing) that such Bank will not
make available to the Agent such Bank's share of such Borrowing, the Agent may
assume that such Bank has made such share available to the Agent on the date of
such Borrowing in accordance with subsections (b) and (c) of this Section and
the Agent may, in reliance upon such assumption, make available to the Borrower
on such date a corresponding amount. If and to the extent that such Bank shall
not have so made such share available to the Agent, such Bank and the Borrower
severally agree to repay to the Agent promptly on demand (and in any event
within three Euro-Dollar Business Days) such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Borrower until the date such amount is repaid to the Agent, at (i) in the
case of the Borrower, a rate per annum equal to the interest rate applicable
thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal
Funds Rate. If such Bank shall


                                       14

<PAGE>   19


repay to the Agent such corresponding amount, such amount so repaid shall
constitute such Bank's Loan included in such Borrowing for purposes of this
Agreement.

       Section 2.05. Notes. (a) The Loans of each Bank to the Borrower shall be
evidenced by a single Note of the Borrower payable to the order of such Bank for
the account of its Applicable Lending Office in an amount equal to the aggregate
unpaid principal amount of such Bank's Loans to the Borrower.

       (b) Each Bank may, by notice to the Borrower and the Agent, request that
its Loans of a particular type to the Borrower be evidenced by a separate Note
of the Borrower in an amount equal to the aggregate unpaid principal amount of
such Loans. Each such Note shall be in substantially the form of Exhibit A
hereto with appropriate modifications to reflect the fact that it evidences
solely Loans of the relevant type. Each reference in this Agreement to the
"Note" of such Bank shall be deemed to refer to and include any or all of such
Notes, as the context may require.

       (c) Upon receipt of each Bank's Note pursuant to Section 3.01(a), the
Agent shall forward such Note to such Bank. Each Bank shall record the date,
amount, type and maturity of each Loan made by it to the Borrower and the date
and amount of each payment of principal made with respect thereto, and may, if
such Bank so elects in connection with any transfer or enforcement of its Note,
endorse on the schedule forming a part thereof appropriate notations to evidence
the foregoing information with respect to each such Loan to the Borrower then
outstanding; provided that the failure of any Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so
to endorse its Note and to attach to and make a part of its Note a continuation
of any such schedule as and when required.

       Section 2.06. Maturity of Loans. Each Loan included in any Borrowing made
pursuant to Section 2.01(a) shall mature, and the principal amount thereof shall
be due and payable, together with accrued interest thereon, on the Termination
Date. Each Loan included in any Borrowing made pursuant to Section 2.01(b) shall
mature, and the principal amount thereof shall be due and payable, together with
accrued interest thereon, on the first anniversary of the Termination Date. Each
Loan included in any Borrowing made pursuant to Section 2.03 shall mature, and
the principal amount thereof shall be due and payable, on the last day of the
Interest Period applicable to such Borrowing.

       Section 2.07. Interest Rates. (a) Each Base Rate Loan shall bear interest
on the outstanding principal amount thereof, for each day from the date such
Loan is made until it becomes due, at a rate per annum equal to the Base Rate
for such day. Such interest shall be payable quarterly in arrears on the last
day of each quarter and, with respect to the principal amount of any Base Rate
Loan converted to a Euro-Dollar Loan, on the date of such conversion. Any
overdue principal of or interest on any Base Rate Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the sum
of 2% plus the rate otherwise applicable to Base Rate Loans for such day.

       (b) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during the Interest Period applicable
thereto, at a rate per annum


                                       15

<PAGE>   20


equal to the sum of the Euro-Dollar Margin for such day plus the Adjusted London
Interbank Offered Rate applicable to such Interest Period plus, if such
Euro-Dollar Loan is included in a Borrowing made pursuant to Section 2.01(b),
0.125%. Such interest shall be payable for each Interest Period on the last day
thereof and, if such Interest Period is longer than three months, at intervals
of three months after the first day thereof.

              The "ADJUSTED LONDON INTERBANK OFFERED RATE" applicable to any
       Interest Period means a rate per annum equal to the quotient obtained
       (rounded upward, if necessary, to the next higher 1/100 of 1%) by
       dividing (i) the applicable London Interbank Offered Rate by (ii) 1.00
       minus the Euro-Dollar Reserve Percentage.

              The "LONDON INTERBANK OFFERED RATE" applicable to any Interest
       Period means the rate appearing on Page 3750 of the Dow Jones Market
       Service (or on any successor or substitute page of such Service, or any
       successor to or substitute for such Service, providing rate quotations
       comparable to those currently provided on such page of such Service, as
       determined by the Agent from time to time for purposes of providing
       quotations of interest rates applicable to dollar deposits in the London
       interbank market) at approximately 11:00 A.M. (London time) two
       Euro-Dollar Business Days prior to commencement of such Interest Period,
       as the rate for dollar deposits with a maturity comparable to such
       Interest Period. In the event that such rate is not available at such
       time for any reason, the "London Interbank Offered Rate" applicable to
       such Interest Period shall be the average (rounded upward, if necessary,
       to the next higher 1/16 of 1%) of the respective rates per annum at which
       deposits in dollars are offered to each of the Reference Banks by leading
       banks in the London interbank market at approximately 11:00 A.M. (London
       time) two Euro-Dollar Business Days before the first day of such Interest
       Period in an amount approximately equal to the principal amount of the
       Loan of such Reference Bank to which such Interest Period is to apply and
       for a period of time comparable to such Interest Period.

              "EURO-DOLLAR RESERVE PERCENTAGE" means for any day that percentage
       (expressed as a decimal) which is in effect on such day, as prescribed by
       the Board of Governors of the Federal Reserve System (or any successor)
       for determining the maximum reserve requirement for a member bank of the
       Federal Reserve System in New York City with deposits exceeding five
       billion dollars in respect of "EUROCURRENCY LIABILITIES" (or in respect
       of any other category of liabilities which includes deposits by reference
       to which the interest rate on Euro-Dollar Loans is determined or any
       category of extensions of credit or other assets which includes loans by
       a non-United States office of any Bank to United States residents). The
       Adjusted London Interbank Offered Rate shall be adjusted automatically on
       and as of the effective date of any change in the Euro-Dollar Reserve
       Percentage.

       (c) Any overdue principal of or interest on any Euro-Dollar Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the sum of 2% (plus, in the case of any Euro-Dollar Loan included in
any Borrowing made pursuant to Section 2.01(b), 0.125%) plus the Euro-Dollar
Margin for such day plus the higher of (i) the Adjusted London Interbank Offered
Rate applicable to the Interest Period for such Loan and (ii) the quotient
obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by
dividing (x)


                                       16

<PAGE>   21


the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
respective rates per annum at which one day (or, if such amount due remains
unpaid more than three Euro-Dollar Business Days, then for such other period of
time not longer than three months as the Agent may select) deposits in dollars
in an amount approximately equal to such overdue payment due to each of the
Reference Banks are offered to such Reference Bank by leading banks in the
London interbank market for the applicable period determined as provided above
by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the circumstances
described in clause (a) or (b) of Section 8.01 shall exist, at a rate per annum
equal to the sum of 2% plus the rate applicable to Base Rate Loans for such
day).

       (d) Subject to Section 8.01, each Money Market LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London Interbank
Offered Rate for such Interest Period (determined in accordance with Section
2.07(b) as if the related Money Market LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan in accordance with Section 2.03. Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.03. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof. Any overdue
principal of or interest on any Money Market Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of 2%
plus the Base Rate for such day.

       (e) The Agent shall determine each interest rate applicable to the Loans
hereunder. The Agent shall give prompt notice to the Borrower and the
participating Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

       (f) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated by this Section. If any Reference Bank
does not furnish a timely quotation, the Agent shall determine the relevant
interest rate on the basis of the quotation or quotations furnished by the
remaining Reference Bank or Banks or, if none of such quotations is available on
a timely basis, the provisions of Section 8.01 shall apply.

       Section 2.08. Fees. (a) The Borrower shall pay to the Agent for the
account of the Banks ratably a facility fee at the Facility Fee Rate (determined
daily in accordance with, and as defined in, the Pricing Schedule). Such
facility fee shall accrue (i) from and including the Closing Date to but
excluding the date of termination of the Commitments in their entirety, on the
daily aggregate amount of the Commitments (whether used or unused) and (ii) from
and including such date of termination to but excluding the date the Loans shall
be repaid in their entirety, on the daily aggregate outstanding principal amount
of the Loans.

       (b) Accrued fees under this Section shall be payable quarterly in arrears
on each March 31, June 30, September 30, December 31, commencing on September
30, 2001, and on the date of termination of the Commitment of any Bank in its
entirety (and, if later, the date the Loans of such Bank shall be repaid in
their entirety).


                                       17

<PAGE>   22




       Section 2.09. Optional Termination or Reduction of Commitments. During
the Revolving Credit Period, the Borrower may, upon at least three Domestic
Business Days' notice to the Agent, (i) terminate the Commitments at any time,
if no Loans are outstanding at such time or (ii) ratably reduce from time to
time by an aggregate amount of $25,000,000 or a larger multiple of $5,000,000,
the aggregate amount of the Commitments in excess of the aggregate outstanding
principal amount of the Loans.

       Section 2.10. Method of Electing Interest Rates. (a) The Loans included
in each Committed Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Committed Borrowing.
Thereafter, the Borrower may from time to time elect to change or continue the
type of interest rate borne by each Group of Loans (subject in each case to the
provisions of Article 8), as follows: (i) if such Loans are Base Rate Loans, the
Borrower may elect to convert such Loans to Euro-Dollar Loans as of any
Euro-Dollar Business Day, or (ii) if such Loans are Euro-Dollar Loans, the
Borrower may elect to convert such Loans to Base Rate Loans or elect to continue
such Loans as Euro-Dollar Loans for an additional Interest Period, in each case
effective on the last day of the then current Interest Period applicable to such
Loans. Each such election shall be made by delivering a notice (a "NOTICE OF
INTEREST RATE ELECTION") to the Agent at least three Euro-Dollar Business Days
before the conversion or continuation selected in such notice is to be
effective. A Notice of Interest Rate Election may, if it so specifies, apply to
only a portion of the aggregate principal amount of the relevant Group of Loans;
provided that (i) such portion is allocated ratably among the Loans comprising
such Group and (ii) the portion to which such Notice applies, and the remaining
portion to which it does not apply, are each $25,000,000 or any larger multiple
of $5,000,000.

       (b) Each Notice of Interest Rate Election shall specify: (i) the Group of
Loans (or portion thereof) to which such notice applies; (ii) the date on which
the conversion or continuation selected in such notice is to be effective, which
shall comply with the applicable clause of subsection (a) above; (iii) if the
Loans comprising such Group are to be converted, the new type of Loans and, if
such new Loans are Euro-Dollar Loans, the duration of the initial Interest
Period applicable thereto; and (iv) if such Loans are to be continued as
Euro-Dollar Loans for an additional Interest Period, the duration of such
additional Interest Period. Each Interest Period specified in a Notice of
Interest Rate Election shall comply with the provisions of the definition of
Interest Period.

       (c) Upon receipt of a Notice of Interest Rate Election from the Borrower
pursuant to subsection (a) above, the Agent shall promptly notify each Bank of
the contents thereof and such notice shall not thereafter be revocable by the
Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate
Election to the Agent for any Group of Euro-Dollar Loans, such Loans shall be
converted into Base Rate Loans on the last day of the then current Interest
Period applicable thereto.

       Section 2.11. Optional Prepayments. (a) Subject in the case of any
Euro-Dollar Borrowing to Section 2.13, the Borrower may, upon at least one
Domestic Business Day's notice to the Agent, prepay the Group of Base Rate Loans
(or any Money Market Borrowing bearing interest at the Base Rate, pursuant to
Section 8.01) or upon at least three Euro-Dollar Business Days' notice to the
Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time,
or from time to time in part in amounts aggregating $5,000,000 or any larger
multiple of


                                       18

<PAGE>   23


$5,000,000, by paying the principal amount to be prepaid together with accrued
interest thereon to the date of prepayment. Each such optional prepayment shall
be applied to prepay ratably the Loans of the several Banks included in such
Borrowing.

       (b) Except as provided in subsection (a) above or Section 8.02, the
Borrower may not prepay all or any portion of the principal amount of any Money
Market Loan prior to the maturity thereof.

       (c) Upon receipt of a notice of prepayment pursuant to this Section, the
Agent shall promptly notify each Bank of the contents thereof and of such Bank's
ratable share (if any) of such prepayment and such notice shall not thereafter
be revocable by the Borrower.

       Section 2.12. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the Agent
at its address referred to in Section 10.01. The Agent will promptly distribute
to each Bank its ratable share of each such payment received by the Agent for
the account of the Banks. Whenever any payment of principal of, or interest on,
the Base Rate Loans or of fees shall be due on a day which is not a Domestic
Business Day, the date for payment thereof shall be extended to the next
succeeding Domestic Business Day. Whenever any payment of principal of, or
interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. Whenever any payment of
principal of, or interest on, the Money Market Loans shall be due on a day which
is not a Euro-Dollar Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

       (b) Unless the Agent shall have received notice from the Borrower prior
to the date on which any payment is due from the Borrower to the Banks hereunder
that the Borrower will not make such payment in full, the Agent may assume that
the Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each
Bank on such due date an amount equal to the amount then due such Bank. If and
to the extent that the Borrower shall not have so made such payment, each Bank
shall repay to the Agent forthwith on demand such amount distributed to such
Bank together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Agent, at the Federal Funds Rate.

       Section 2.13. Funding Losses. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan (pursuant to Article 2, 6 or 8
(other than Section 8.02) or otherwise) on any day other than the last day of
the Interest Period applicable thereto, or the last day of an applicable period
fixed pursuant to Section 2.07(c), or if the Borrower fails to borrow or prepay
any Fixed Rate Loans after notice has been given to any Bank in accordance with
Section 2.04(a) or 2.11(a) (except as a result of (x) a default by the Agent or
any Bank in observing the terms of this Agreement or (y) an election not to
borrow pursuant to Section 8.01),


                                       19

<PAGE>   24


the Borrower shall reimburse each Bank within 15 days after demand for any
resulting loss or expense directly incurred by it, including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding consequential damages and loss of margin for
the period after any such payment or failure to borrow or prepay, provided that
such Bank (x) shall have delivered to the Borrower a certificate as to the
amount of such loss or expense, and (y) shall use all reasonable efforts to
mitigate the amount payable by the Borrower under this Section 2.13.

       Section 2.14. Computation of Interest and Fees. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

       Section 2.15. Judgment Currency. If for the purpose of obtaining judgment
in any court it is necessary to convert a sum due from the Borrower or the
Company hereunder or under any of the Notes in dollars into another currency,
the parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal
banking procedures the Agent could purchase dollars with such other currency at
the Agent's New York office on the Domestic Business Day preceding that on which
final judgment is given. The obligations of the Borrower or the Company, as the
case may be, in respect of any sum due to any Bank or the Agent hereunder or
under any Note shall, notwithstanding any judgment in a currency other than
dollars, be discharged only to the extent that on the Domestic Business Day
following receipt by such Bank or the Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Bank or the Agent (as the case
may be) may in accordance with normal banking procedures purchase dollars with
such other currency; if the amount of dollars so purchased is less than the sum
originally due to such Bank or the Agent, as the case may be, in dollars, each
of the Borrower and the Company agrees, to the fullest extent that it may
effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Bank or the Agent, as the case may be, against such
loss, and if the amount of dollars so purchased exceeds (a) the sum originally
due to any Bank or the Agent, as the case may be, and (b) any amounts shared
with other Banks as a result of allocations of such excess as a disproportionate
payment to such Bank under Section 10.04, such Bank or the Agent, as the case
may be, agrees to remit such excess to the Borrower or the Company, as
applicable.

                                    ARTICLE 3
                                   Conditions

       Section 3.01. Closing. The closing hereunder shall occur upon receipt by
the Agent of the following documents, each dated the Closing Date unless
otherwise indicated:

       (a) a duly executed Note of the Borrower for the account of each Bank
dated on or before the Closing Date complying with the provisions of Section
2.05;



                                       20

<PAGE>   25




       (b) an opinion of Deborah J. Noble, Corporate Secretary of the Company,
substantially in the form of Exhibit E hereto, and an opinion of Roger A.
Schecter, Secretary of the Borrower, substantially in the form of Exhibit F
hereto;

       (c) an opinion of Davis Polk & Wardwell, special counsel for the Agent,
substantially in the form of Exhibit G hereto;

       (d) a certificate, signed by the Chief Financial Officer or the
Controller of the Company, in form and substance satisfactory to the Agent
stating that since March 31, 2001, except as set forth in the Disclosure
Materials, there has been no material adverse change in the business, financial
position, results of operations or prospects of the Company and its Consolidated
Subsidiaries, considered as a whole; and

       (e) all documents the Agent may reasonably request relating to the
existence of the Company and the Borrower, the corporate authority for and the
validity of this Agreement and the Notes, and any other matters relevant hereto,
all in form and substance satisfactory to the Agent.

The Agent shall promptly notify the Company, the Borrower and the Banks of the
Closing Date, and such notice shall be conclusive and binding on all parties
hereto.

       Section 3.02. Borrowings. The obligation of any Bank to make a Loan on
the occasion of any Borrowing is subject to the satisfaction of the following
conditions:

       (a) the fact that the Closing Date shall have occurred on or prior to
June 14, 2001;

       (b) receipt by the Agent of a Notice of Borrowing as required by Section
2.02 or 2.03, as the case may be;

       (c) the fact that, immediately after such Borrowing, the aggregate
outstanding principal amount of the Committed Loans will not exceed the
aggregate amount of the Commitments and the ratio of such Loans to such
Commitments shall be the same as the ratio of the aggregate outstanding
principal amount of the committed loans under the Other Credit Agreement to the
aggregate amount of the commitments under the Other Credit Agreement;

       (d) the fact that, immediately before and after such Borrowing, no
Default shall have occurred and be continuing;

       (e) the fact that the representations and warranties of the Company and
the Borrower contained in this Agreement shall be true on and as of the date of
such Borrowing; and

       (f) in the case of any Borrowing which would violate any limitation
imposed by the board of directors of the Company or the Borrower in effect on
the date hereof on the principal amount of any financing or the outstanding
principal amount of any financings of the Company or the Borrower, as the case
may be, receipt by the Agent of a copy, certified by an appropriate officer of
the Company or the Borrower, as the case may be, of the resolutions of the board
of directors of such Person pursuant to which such Borrowing is authorized.


                                       21

<PAGE>   26


       Each Borrowing hereunder shall be deemed to be a representation and
warranty by the Borrower on the date of such Borrowing as to the facts specified
in clauses (c), (d) and (e) of this Section.

                                    ARTICLE 4
                         Representations and Warranties

       Each of the Company and the Borrower represents and warrants that:

       Section 4.01. Corporate Existence and Power. Each of the Company and the
Borrower is a corporation duly incorporated and validly existing (and, in the
case of the Borrower, in good standing) under the laws of the jurisdiction of
its incorporation, and has all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted, the absence of which would have a material adverse effect on the
ability of the Company and the Borrower, taken together, to perform their
obligations under this Agreement.

       Section 4.02. Corporate and Governmental Authorization; No Contravention.
The execution, delivery and performance by each of the Company and the Borrower
of this Agreement and by the Borrower of its Notes (i) are within such Person's
corporate powers and have been duly authorized by all necessary corporate
action, (ii) require no action by or in respect of, or filing with, any
governmental body, agency or official and (iii) do not contravene any provision
of applicable law or regulation or any provision of the certificate of
incorporation or by-laws of such Person or any contractual restriction, order,
decree or other instrument binding upon such Person or any of its Subsidiaries,
except, in the case of clauses (ii) and (iii) above, any such action, filing or
contravention which would not have a material adverse effect on the ability of
the Company and the Borrower, taken together, to perform their obligations under
this Agreement.

       Section 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of each of the Company and the Borrower and each Note, when
executed and delivered in accordance with this Agreement, will constitute a
valid and binding obligation of the Borrower, in each case enforceable in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally, by general
principles of equity (it being understood that the enforceability thereof in
Canada may be limited by the Currency Act (Canada), which precludes Canadian
courts from awarding a judgment for an amount expressed in a currency other than
Canadian dollars, and to the extent that any requirement to pay interest at a
greater rate after than before default may not be enforceable in Canada if the
same is construed by a Canadian court to constitute a penalty).

       Section 4.04. Financial Information. Except as set forth in the
Disclosure Materials, the (i) consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of December 31, 2000 and the related consolidated
statements of operations, cash flows and retained earnings for the fiscal year
then ended, reported on by Deloitte & Touche LLP and set forth in the Company's
2000 Form 10-K, and (ii) the unaudited consolidated balance sheet of the Company
and its Consolidated Subsidiaries as of March 31, 2001 and the related
consolidated statements of operations, cash flows and retained earnings for the
quarter then ended, and set


                                       22

<PAGE>   27


forth in the Company's 2001Q1 Form 10-Q, fairly present, in conformity with
United States generally accepted accounting principles, the consolidated
financial position of the Company and its Consolidated Subsidiaries as of such
date and their consolidated results of operations and cash flows for such fiscal
year or such portion of such fiscal year, as applicable, subject, in the case of
the statements as of and for the period ended March 31, 2001, to normal year-end
adjustments.

       Section 4.05. Litigation. There is no action, suit or proceeding pending
against, or to the knowledge of the Company threatened against or affecting, the
Company or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable possibility
of an adverse decision which could have a material adverse effect on the ability
of the Company or the Borrower, taken together, to perform their obligations
under this Agreement, except as disclosed in the Company's Exchange Act reports
filed on or before June 13, 2001 or as set forth in the Disclosure Materials, or
which in any manner draws into question the validity of this Agreement or the
Notes.

                                    ARTICLE 5
                                    Covenants

       The Company agrees that, so long as any Bank has any Commitment hereunder
or any amount payable under any Note remains unpaid:

       Section 5.01. Information. The Company will deliver to each of the Banks:

       (a) as soon as available and in any event within 120 days after the end
of each fiscal year of the Company, the Company's annual report on Form 10-K as
filed with the Securities and Exchange Commission, including a consolidated
balance sheet of the Company and its Consolidated Subsidiaries as of the end of
such fiscal year and the related consolidated statements of operations, cash
flows and retained earnings for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all reported on in a
manner acceptable to the Securities and Exchange Commission by Deloitte & Touche
LLP or other independent public accountants of nationally recognized standing;

       (b) as soon as available and in any event within 60 days after the end of
each of the first three quarters of each fiscal year of the Company, the
Company's quarterly report on Form 10-Q as filed with the Securities and
Exchange Commission, including a consolidated balance sheet of the Company and
its Consolidated Subsidiaries as of the end of such quarter and the related
consolidated statements of operations, cash flows and retained earnings for such
quarter and for the portion of the Company's fiscal year ended at the end of
such quarter, setting forth in the case of such statements of operations, cash
flows and retained earnings, in comparative form the figures for the
corresponding quarter and the corresponding portion of the Company's previous
fiscal year;

       (c) simultaneously with the delivery of each set of financial statements
referred to in clauses (a) and (b) above, a copy of a certificate of the
Treasurer or Assistant Treasurer of the Company (with the original of such
certificate delivered to the Agent) stating whether to the best of such Person's
knowledge, after having conducted a reasonable investigation, any Default


                                       23

<PAGE>   28


exists on the date of such certificate and, if any Default then exists, setting
forth reasonable details thereof;

       (d) within five days after any Executive Officer of the Company or the
Borrower obtains knowledge of any Default, if such Default is then continuing,
notice of such Default;

       (e) promptly after the mailing thereof to the shareholders of the Company
generally, copies of all other reports and proxy statements so mailed;

       (f) promptly after the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Form 8-K (or its equivalent) which
the Company shall have filed with the Securities and Exchange Commission; and

       (g) from time to time such additional information regarding the financial
position or business of the Company and its Subsidiaries as any Bank may
reasonably request through the Agent as being desirable to enable such Bank to
protect its rights under this Agreement; provided that neither the Company nor
the Borrower shall be under any obligation to supply any information the supply
of which would be contrary to any confidentiality obligation binding on the
Company or the Borrower or any of their respective Subsidiaries or which, in the
Company's opinion, is unpublished price sensitive information or the supply of
which would, in the Company's opinion, be contrary to any applicable securities
laws or the regulations of any relevant stock exchange.

       Section 5.02. Conduct of Business and Maintenance of Existence; Merger
and Sales of Assets. (a) The Company will continue, and will cause each Material
Subsidiary to continue, to engage in business of the same general type as now
conducted by the Company and its Material Subsidiaries, and will preserve, renew
and keep in full force and effect, and will cause each Material Subsidiary to
preserve, renew and keep in full force and effect, their respective corporate
existence and their respective rights, privileges and franchises necessary or
desirable in the normal conduct of business; provided that nothing in this
subsection (a) shall prohibit (i) the amalgamation, merger or consolidation of a
Material Subsidiary with or into the Borrower or the amalgamation, merger or
consolidation of a Material Subsidiary with or into another Person if the
corporation surviving such amalgamation, merger or consolidation is a Material
Subsidiary and if, in each case, after giving effect thereto, no Default shall
have occurred and be continuing, or (ii) the termination of the corporate
existence of any Material Subsidiary, or any change in, or termination of, the
business of any Material Subsidiary, or any disposition of the Company's
interest in any Material Subsidiary in whole or in part (including by way of
amalgamation, merger or consolidation), if the Company in good faith determines
that such termination, change or disposition is in the best interest of the
Company and would not materially and adversely affect the ability of the Company
and the Borrower, taken together, to perform their obligations under this
Agreement. It is understood that any termination of the business of a Material
Subsidiary, or any change in, or termination of, the business of any Material
Subsidiary or the Company, or any disposition of the Company's interest in any
Material Subsidiary in whole or in part (including by way of amalgamation,
change or disposition) that was under consideration on the Closing Date and the
possibility of which was disclosed in the Disclosure Materials shall be deemed
to be in the best interest of the Company.



                                       24
<PAGE>   29




       (b) The Company will not (i) amalgamate, consolidate or merge with or
into any other Person or (ii) sell, lease or otherwise transfer, directly or
indirectly, all or substantially all of the assets of the Company and its
Subsidiaries, taken as a whole, to any other Person, unless:

              (x) the corporation formed by such amalgamation or consolidation
       or into which the Company is merged (in each case, if other than the
       Company) or the Person that acquires substantially all of the assets of
       the Company is a corporation organized under the laws of Canada or the
       United States that expressly assumes, by an unconditional written
       instrument executed and delivered to the Agent and the Banks, the due and
       punctual performance of all of the Company's obligations hereunder; and

              (y) after giving effect to such amalgamation, consolidation,
       merger, sale, lease or other transfer and to the assumption referred to
       in clause (x) above, if applicable, no Default has occurred and is
       continuing.

       Section 5.03. Use of Proceeds. The proceeds of the Loans made under this
Agreement will be used by the Borrower for general corporate purposes. None of
such proceeds will be used, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of buying or carrying any "margin stock"
within the meaning of Regulation U.

       Section 5.04. Negative Pledge. (a) Subject to the following exceptions,
the Company will not, and will not permit the Borrower, to issue, assume or
guarantee any Funded Debt secured by, and will not secure any Funded Debt by, a
Mortgage upon any property of the Company or the Borrower (whether now owned or
hereafter acquired) without in any such case effectively providing concurrently
therewith that the Loans shall be secured equally and ratably with such Funded
Debt; provided, however, that the foregoing restrictions shall not apply to
Funded Debt secured by:

              (i) Purchase Money Mortgages;

              (ii) Mortgages on property of a corporation existing at the time
       such corporation is liquidated or merged into, or amalgamated or
       consolidated with, the Company or the Borrower or at the time of a sale,
       lease or other disposition to the Company or the Borrower of the
       properties of a corporation as, or substantially as, an entirety;

              (iii) Mortgages to secure indebtedness of the Borrower to the
       Company or to secure indebtedness of the Company to the Borrower;

              (iv) Mortgages in favor of the United States, Canada or any
       Province thereof, or any department, agency or instrumentality or
       political subdivision thereof, or in favor of any other country or
       political subdivision, to secure partial, progress, advance or other
       payments pursuant to any contract or statute or to secure any
       indebtedness incurred or guaranteed for the purpose of financing or
       refinancing all or any part of the purchase price of the property, shares
       of capital stock or indebtedness subject to such Mortgages, or the cost
       of constructing or improving the property subject to such Mortgages
       (including, without limitation, Mortgages incurred in connection with
       pollution control, industrial revenue or similar financings); and



                                       25

<PAGE>   30




              (v) any extension, renewal or replacement (or successive
       extensions, renewals or replacements) in whole or in part of any Mortgage
       existing at the Effective Date or any Mortgage referred to in the
       foregoing clauses (i) through (iv), inclusive, provided, however, that
       the principal amount of the Funded Debt secured thereby shall not exceed
       the principal amount of the Funded Debt so secured at the time of such
       extension, renewal or replacement, and that such extension, renewal or
       replacement shall be limited to all or part of the property (plus
       improvements and construction on such property) or indebtedness that was
       subject to the Mortgage so extended, renewed or replaced.

       (b) Notwithstanding the foregoing, the Company or the Borrower may issue,
assume or guarantee Funded Debt secured by, or secure Funded Debt by, a Mortgage
upon any property of the Company or the Borrower that would otherwise be subject
to the foregoing restrictions, provided the aggregate amount of all such Funded
Debt would not, after giving effect thereto, exceed $100,000,000.

       (c) The Company will not, and will not permit the Borrower to, enter into
any Financing Leases covering any property of the Borrower or the Company
unless: (1) immediately thereafter the sum of (i) the Attributable Debt in
respect of all Financing Leases entered into on or after the Effective Date and
(ii) the aggregate amount of all Funded Debt secured by a Mortgage (exclusive of
any secured Funded Debt permitted by clauses (i) through (v) of subsection (a)
of this Section 5.04) does not exceed 15% of the Company's Consolidated Net
Tangible Assets; (2) the Company or the Borrower would (at the time of entering
into such arrangement) be entitled, pursuant to clauses (i) to (v) of subsection
(a) of this Section 5.04, without equally and ratably securing the Loans, to
issue, assume or guarantee indebtedness secured by a Mortgage on such property;
or (3) the Company or the Borrower shall apply, within 360 days of the effective
date of any such arrangement, an amount equal to the Attributable Debt in
respect of such Financing Leases to the prepayment or retirement of indebtedness
incurred or assumed by the Company or the Borrower (other than indebtedness
owned by the Company or the Borrower) which by its terms matures at or is
extendible or renewable at the option of the obligor to a date more than 12
months after the date of the creation of such indebtedness.

       Section 5.05. Minimum Consolidated Tangible Net Worth. Consolidated
Tangible Net Worth will at no time be less than $3,500,000,000.

                                    ARTICLE 6
                                    Defaults

       Section 6.01. Events of Default. If one or more of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing:

       (a) the Borrower shall fail to pay when due any principal of any Loan or
shall fail to pay any interest, any fees or any other amount payable hereunder
within five days of the due date thereof;

       (b) the Company shall fail to observe or perform any covenant contained
in Sections 5.02(b), 5.04 or 5.05;



                                       26

<PAGE>   31




       (c) the Borrower or the Company shall fail to observe or perform any
covenant or agreement contained in this Agreement (other than those covered by
clause (a) or (b) above) and does not remedy the failure on or before thirty
days after notice thereof has been given to the Borrower and the Company by the
Agent at the request of any Bank;

       (d) any representation or warranty made (or, pursuant to Section 3.02,
deemed made) by the Borrower or the Company in this Agreement or in any
certificate delivered pursuant to this Agreement shall prove to have been
incorrect in any material respect when made (or deemed made);

       (e) an event of default as defined in any evidence of indebtedness for
borrowed money of the Company exceeding on its face $100,000,000 in principal
amount (whether such indebtedness now exists or shall hereafter be created)
shall have occurred, which results in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable and such acceleration shall not be rescinded or annulled within
10 days of written notice of such acceleration; or

       (f) the Company or any Material Subsidiary shall commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing;

       (g) an involuntary case or other proceeding shall be commenced against
the Company or any Material Subsidiary seeking liquidation, reorganization or
other relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Company or any Material Subsidiary under the
bankruptcy or insolvency laws as now or hereafter in effect in Canada or the
United States;

       (h) judgments or orders for the payment of money in excess of
$300,000,000 shall be rendered against the Company or any Subsidiary and such
judgments or orders shall continue unsatisfied and unstayed for a period of 30
days, if, after such 30-day period, such continuation has a material adverse
impact on the ability of the Company and the Borrower, taken together, to
perform their obligations under this Agreement; or

       (i) a Change of Control shall occur;

then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Borrower
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding more than 50% of the


                                       27

<PAGE>   32


aggregate principal amount of the Loans, by notice to the Borrower declare the
Loans (together with accrued interest thereon) to be, and the Loans shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that in the case of any of the Events of Default specified in
clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower,
without any notice to the Company or the Borrower or any other act by the Agent
or the Banks, the Commitments shall thereupon terminate and the Loans (together
with accrued interest thereon) shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.

       Section 6.02. Notice of Default. The Agent shall give notice to the
Borrower and the Company under Section 6.01(c) promptly upon being requested to
do so by any Bank and shall thereupon notify all the Banks thereof.

                                    ARTICLE 7
                       The Agent and the Syndication Agent

       Section 7.01. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement and the Notes as are delegated to
the Agent by the terms hereof or thereof, together with all such powers as are
reasonably incidental thereto.

       Section 7.02. Agent and Affiliates. The Chase Manhattan Bank shall have
the same rights and powers under this Agreement as any other Bank and may
exercise or refrain from exercising the same as though it were not the Agent,
and The Chase Manhattan Bank and its affiliates may accept deposits from, lend
money to, and generally engage in any kind of business with the Company or any
Subsidiary or Affiliate of the Company as if it were not the Agent.

       Section 7.03. Action by Agent. The obligations of the Agent hereunder are
only those expressly set forth herein. Without limiting the generality of the
foregoing, the Agent shall not be required to take any action with respect to
any Default, except as expressly provided in Article 6.

       Section 7.04. Consultation with Experts. The Agent may consult with legal
counsel (who may be counsel for the Company or the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

       Section 7.05. Liability of Agent. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks or (ii) in the
absence of its own gross negligence or willful misconduct. Neither the Agent nor
any of its affiliates nor any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection with
this Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of the Borrower or the




                                       28
<PAGE>   33


Company; (iii) the satisfaction of any condition specified in Article 3, except
receipt of items required to be delivered to the Agent; or (iv) the validity,
effectiveness or genuineness of this Agreement, the Notes or any other
instrument or writing furnished in connection herewith. The Agent shall not
incur any liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex, facsimile
transmission or similar writing) believed by it to be genuine or to be signed by
the proper party or parties.

       Section 7.06. Indemnification. Each Bank shall, ratably in accordance
with its Commitment, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with this Agreement or any action taken or omitted
by such indemnitees hereunder.

       Section 7.07. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

       Section 7.08. Successor Agent. The Agent may resign at any time by giving
notice thereof to the Banks, the Company and the Borrower. Upon any such
resignation, the Required Banks (80%) shall have the right to appoint a
successor Agent reasonably acceptable to the Borrower. If no successor Agent
shall have been so appointed by the Required Banks (80%), and shall have
accepted such appointment, within 30 days after the retiring Agent gives notice
of resignation, then the retiring Agent may, on behalf of the Banks, appoint a
successor Agent reasonably acceptable to the Borrower, which shall be a
commercial bank organized or licensed under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at
least $1,000,000,000. Upon the acceptance of its appointment as Agent hereunder
by a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation hereunder as Agent, the provisions of this Article
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent.

       Section 7.09. Agent's Fee. The Company shall pay to the Agent for its own
account fees in the amounts and at the times previously agreed upon in writing
between the Company and the Agent.

       Section 7.10. Syndication Agent. The Syndication Agent shall have no
responsibility or obligation under this Agreement in its capacity as Syndication
Agent.




                                       29

<PAGE>   34




                                    ARTICLE 8
                             Change in Circumstances

       Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period for any Euro-Dollar Loan
or Money Market LIBOR Loan:

       (a) the Agent is advised by the Reference Banks that deposits in dollars
(in the applicable amounts) are not being offered to the Reference Banks in the
London interbank market for such Interest Period, or

       (b) in the case of a Committed Borrowing, Banks having 50% or more of the
aggregate amount of the Commitments advise the Agent that the Adjusted London
Interbank Offered Rate as determined by the Agent will not adequately and fairly
reflect the cost to such Banks of funding their Euro-Dollar Loans for such
Interest Period,

the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, (i) the obligations of the Banks to
make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans
shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted
into a Base Rate Loan on the last day of the then current Interest Period
applicable thereto. Unless the Borrower notifies the Agent by telephone
(confirmed in writing) before the date of any Fixed Rate Borrowing for which a
Notice of Borrowing has previously been given that it elects not to borrow on
such date, thereby revoking such Notice of Borrowing, (x) if such Fixed Rate
Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing, and (y) if such Fixed Rate Borrowing is a Money Market
LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall
bear interest for each day from and including the first day to but excluding the
last day of the Interest Period applicable thereto at the Base Rate for such
day.

       Section 8.02. Illegality. If, on or after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law, but if not having the force of law, the
compliance with which is in accordance with the general practice of Persons to
whom such request or directive is addressed) of any such authority, central bank
or comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans to
the Borrower and such Bank shall so notify the Agent, the Agent shall forthwith
give notice thereof to the other Banks and the Borrower, whereupon until such
Bank notifies the Borrower and the Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Bank to make Euro-Dollar
Loans to the Borrower, or to convert outstanding Loans into Euro-Dollar Loans,
shall be suspended. Before giving any notice to the Agent pursuant to this
Section, such Bank shall designate a different Euro-Dollar Lending Office if
such designation will avoid the need for giving such notice and will not, in the
judgment of such Bank, be otherwise materially disadvantageous to such Bank. If
such notice is given, each Euro-



                                       30
<PAGE>   35


Dollar Loan of such Bank then outstanding shall be converted to a Base Rate Loan
either (a) on the last day of the then current Interest Period applicable to
such Euro-Dollar Loan if such Bank may lawfully continue to maintain and fund
such Loan to such day or (b) immediately if such Bank shall determine that it
may not lawfully continue to maintain and fund such Loan to such day.

       Section 8.03. Increased Cost and Reduced Return. (a) If on or after (x)
the date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans or (y) the date of the related Money Market Quote, in the case
of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law,
but if not having the force of law, the compliance with which is in accordance
with the general practice of Persons to whom such request or directive is
addressed) of any such authority, central bank or comparable agency shall
impose, modify or deem applicable any reserve (including, without limitation,
any such requirement imposed by the Board of Governors of the Federal Reserve
System, but excluding any such requirement included in an applicable Euro-Dollar
Reserve Percentage), special deposit, insurance assessment or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Bank (or its Applicable Lending Office) or shall impose on any
Bank (or its Applicable Lending Office) or the London interbank market any other
condition affecting its Fixed Rate Loans, its Note or its obligation to make
Fixed Rate Loans (in each case other than the imposition of or increase in any
reserve requirements covered by the definition of "Euro-Dollar Reserve
Percentage") and the result of any of the foregoing is to increase the cost to
such Bank (or its Applicable Lending Office) of making or maintaining any Fixed
Rate Loan, or to reduce the amount of any sum received or receivable by such
Bank (or its Applicable Lending Office) under this Agreement or under its Note
with respect thereto, by an amount deemed by such Bank to be material, then,
within 15 days after demand by such Bank (with a copy to the Agent), the
Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank for such increased cost or reduction.

       (b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law, but if not having the force of law, the compliance with
which is in accordance with the general practices of Persons to whom such
request or directive is addressed) of any such authority, central bank or
comparable agency (including any determination by any such authority, central
bank or comparable agency that, for purposes of capital adequacy requirements,
the Commitments hereunder do not constitute commitments with an original
maturity of one year or less), has or would have the effect of reducing the rate
of return on capital of such Bank (or its Parent) as a consequence of such
Bank's obligations hereunder to a level below that which such Bank (or its
Parent) could have achieved but for such adoption, change, request or directive
(taking into consideration its policies with respect to capital adequacy) by an
amount deemed by such Bank to be material, then from time to time, within 15



                                       31
<PAGE>   36


days after demand by such Bank (with a copy to the Agent), the Borrower shall
pay to such Bank such additional amount or amounts as will compensate such Bank
(or its Parent) for such reduction.

       (c) Each Bank will promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section and will designate a
different Applicable Lending Office if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the judgment of such
Bank, be otherwise materially disadvantageous to such Bank. Any Bank claiming
compensation under this Section shall deliver to the Borrower, as a condition to
the payment of such compensation, a certificate of an officer of such Bank
setting forth the additional amount or amounts to be paid to it hereunder, which
certificate (x) shall contain reasonable details as to the calculation of such
amount or amounts, provided that such Bank shall not be required to disclose any
information it considers to be confidential, and (y) shall confirm that such
amount or amounts (A) have been calculated on the same basis as the amounts then
being charged by such Bank to its other similarly situated borrowers for the
periods to be covered thereby, (B) are necessary to compensate such Bank for
such additional cost or reduction in return and (C) are compensation for periods
commencing no more than 180 days before the date on which such certificate was
delivered to the Borrower, plus any period of retroactivity applicable to the
relevant adoption or change. In determining such amount or amounts, such Bank
may use any reasonable averaging and attribution methods. If any element of any
such calculation subsequently changes, so as to change materially such amount or
amounts, such Bank will submit a revised certificate promptly to the Borrower.

       Section 8.04. Taxes. (a) For the purposes of this Section 8.04, the
following terms have the following meanings:

              "TAXES" means any and all present or future withholding taxes or
       similar duties, levies, imposts, deductions or charges with respect to
       any payment by the Borrower or the Company pursuant to this Agreement or
       under any Note, and all liabilities with respect thereto, excluding (i)
       in the case of each Bank and the Agent, taxes imposed on its income, and
       franchise or similar taxes imposed on it, by a jurisdiction under the
       laws of which such Bank or the Agent (as the case may be) is organized or
       in which its principal executive office is located or, in the case of
       each Bank, in which its Applicable Lending Office is located and (ii) in
       the case of each Bank and the Agent, any United States tax imposed on
       such payments but only to the extent that such Bank (or, with respect to
       payments to it for its own account pursuant to Section 7.09, the Agent)
       is subject to such United States tax at the time such Bank or the Agent
       (as the case may be) first becomes a party to this Agreement.

              "OTHER TAXES" means any present or future Canadian stamp or
       documentary taxes and any other Canadian excise or property taxes, or
       similar Canadian charges or levies, which arise from any payment made
       pursuant to this Agreement or under any Note or from the execution or
       delivery of, or otherwise with respect to, this Agreement or any Note.



                                       32

<PAGE>   37




       (b) Any and all payments by the Borrower or the Company to or for the
account of any Bank or the Agent hereunder or under any Note shall be made
without deduction for any Taxes or Other Taxes; provided that, if the Borrower
or the Company shall be required by law to deduct any Taxes or Other Taxes from
any such payments, (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) such Bank or the Agent (as the case
may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower or the Company shall make such
deductions, (iii) the Borrower or the Company shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law and (iv) the Borrower or the Company shall furnish to such Bank
or the Agent (as the case may be), at its address referred to in Section 10.01,
the original or a certified copy of a receipt evidencing payment thereof.

       (c) The Borrower agrees to indemnify each Bank and the Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed or asserted on amounts payable under this Section) paid by
such Bank or the Agent (as the case may be) and any liability (including
penalties, interest and expenses arising from the failure of the Borrower to pay
such Taxes or Other Taxes when due) arising therefrom or with respect thereto,
in each case upon receipt by the Borrower of documentation reasonably
satisfactory to it concerning the existence and amount of such Taxes, Other
Taxes or liability. This indemnification shall be paid within 15 days after such
Bank or the Agent (as the case may be) makes demand therefor.

       (d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each such Bank listed on the signature pages hereof and
on or prior to the date on which it becomes a Bank in the case of each other
such Bank, and from time to time thereafter if requested in writing by the
Borrower (but only so long as such Bank remains lawfully able to do so), shall
provide the Borrower and the Agent with Internal Revenue Service form 1001 or
4224, as appropriate, or any successor form prescribed by the Internal Revenue
Service, certifying that such Bank is entitled to benefits under an income tax
treaty to which the United States is a party which exempts the Bank from United
States withholding tax or reduces the rate of withholding tax on payments of
interest for the account of such Bank or certifying that the income receivable
pursuant to this Agreement is effectively connected with the conduct of a trade
or business in the United States. If the Agent is organized under the laws of a
jurisdiction outside the United States, it shall likewise provide such a form
with respect to payments of fees for its own account pursuant to Section 7.09.

       (e) For any period with respect to which a Bank or the Agent has failed
to provide the Borrower with the appropriate certificate pursuant to Section
8.04(d) (unless such failure is due to change in treaty, law or regulation
occurring subsequent to the date on which such certificate originally was
required to be provided), such Bank (or with respect to payments to it for its
own account pursuant to Section 7.09, the Agent) shall not be entitled to
indemnification under Section 8.04(b) or (c) with respect to Taxes imposed by
the United States; provided that if a Bank or the Agent, which is otherwise
exempt from or subject to a reduced rate of withholding tax, becomes subject to
Taxes because of its failure to deliver a certificate



                                       33

<PAGE>   38


required hereunder, the Borrower shall take such steps as such Bank or the Agent
shall reasonably request to assist such Bank or the Agent to recover such Taxes.

       (f) If the Borrower or the Company is required to pay additional amounts
to or for the account of any Bank pursuant to this Section, then such Bank will
change the jurisdiction of its Applicable Lending Office if, in the judgment of
such Bank, such change (i) will eliminate or reduce any such additional payment
which may thereafter accrue and (ii) is not otherwise disadvantageous to such
Bank.

       Section 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans.
If (i) the obligation of any Bank to make Euro-Dollar Loans to the Borrower has
been suspended pursuant to Section 8.02 or (ii) any Bank has demanded
compensation under Section 8.03 or 8.04 with respect to its Euro-Dollar Loans
and the Borrower shall, by at least five Euro-Dollar Business Days' prior notice
to such Bank through the Agent, have elected that the provisions of this Section
shall apply to such Bank, then, unless and until such Bank notifies the Borrower
that the circumstances giving rise to such suspension or demand for compensation
no longer exist:

       (a) all Loans to the Borrower which would otherwise be made by such Bank
as (or continued as or converted into) Euro-Dollar Loans shall instead be Base
Rate Loans (on which interest and principal shall be payable contemporaneously
with the related Euro-Dollar Loans of the other Banks); and

       (b) after each of its Euro-Dollar Loans to the Borrower has been repaid
(or converted to a Base Rate Loan), all payments of principal which would
otherwise be applied to repay such Euro-Dollar Loans shall be applied to repay
its Base Rate Loans instead.

       Section 8.06. Substitution of Bank. If (i) the obligation of any Bank to
make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any
Bank has demanded compensation under Section 8.03 or 8.04, the Borrower shall
have the right, with the assistance of the Agent, to seek a mutually
satisfactory substitute bank or banks (which may be one or more of the Banks) to
purchase the Note and assume the Commitment of such Bank, which agrees in such
event to sell its Note and transfer its Commitment.

                                    ARTICLE 9
                                    Guaranty

       Section 9.01. The Guaranty. The Company hereby unconditionally guarantees
the full and punctual payment (whether at stated maturity, upon acceleration or
otherwise) of the principal of and interest on each Note issued by the Borrower
pursuant to this Agreement, and the full and punctual payment of all other
amounts payable by the Borrower under this Agreement. Upon failure by the
Borrower to pay punctually any such amount, the Company shall forthwith on
demand pay the amount not so paid at the place and in the manner specified in
this Agreement.

       Section 9.02. Guaranty Unconditional. The obligations of the Company
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:



                                       34

<PAGE>   39




              (i) any extension, renewal, settlement, compromise, waiver or
       release in respect of any obligation of the Borrower under this Agreement
       or any Note, by operation of law or otherwise;

              (ii) any modification or amendment of or supplement to this
       Agreement or any Note;

              (iii) any release, impairment, non-perfection or invalidity of any
       direct or indirect security for any obligation of the Borrower under this
       Agreement or any Note;

              (iv) any change in the corporate existence, structure or ownership
       of the Borrower or any insolvency, bankruptcy, reorganization or other
       similar proceeding affecting the Borrower or its assets or any resulting
       release or discharge of any obligation of the Borrower contained in this
       Agreement or any Note;

              (v) the existence of any claim, set-off or other rights which the
       Company may have at any time against the Borrower, the Agent, any Bank or
       any other Person, whether in connection herewith or any unrelated
       transactions, provided that nothing herein shall prevent the assertion of
       any such claim by separate suit or compulsory counterclaim;

              (vi) any invalidity or unenforceability relating to or against the
       Borrower for any reason of this Agreement or any Note, or any provision
       of applicable law or regulation purporting to prohibit the payment by the
       Borrower of the principal of or interest on any Note or any other amount
       payable by it under this Agreement; or

              (vii) any other act or omission to act or delay of any kind by the
       Borrower, the Agent, any Bank or any other Person or any other
       circumstance whatsoever which might, but for the provisions of this
       paragraph, constitute a legal or equitable discharge of the Company's
       obligations hereunder.

       Section 9.03. Discharge Only upon Payment in Full; Reinstatement in
Certain Circumstances. The Company's obligations hereunder shall remain in full
force and effect until the Commitments shall have terminated and the principal
of and interest on the Notes and all other amounts payable by the Company and
the Borrower under this Agreement shall have been paid in full. If at any time
any payment of the principal of or interest on any Note or any other amount
payable by the Borrower under this Agreement is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of the
Borrower or otherwise, the Company's obligations hereunder with respect to such
payment shall be reinstated at such time as though such payment had been due but
not made at such time.

       Section 9.04. Waiver by the Company. The Company irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against the Borrower or any other Person.

       Section 9.05. Subrogation. Upon making any payment hereunder, the Company
shall be subrogated to the rights of the payee against the Borrower with respect
to such payment; provided that the Company shall not enforce any payment by way
of subrogation until the


                                       35

<PAGE>   40


Commitments have terminated and all amounts payable under this Agreement shall
have been paid in full.

       Section 9.06. Stay of Acceleration. In the event that acceleration of the
time for payment of any amount payable by the Borrower under this Agreement or
its Notes is stayed upon insolvency, bankruptcy or reorganization of the
Borrower, all such amounts otherwise subject to acceleration under the terms of
this Agreement shall nonetheless be payable by the Company hereunder forthwith
on demand by the Agent made at the request of the Required Banks.

                                   ARTICLE 10
                                  Miscellaneous

       Section 10.01. Notices. Except as otherwise expressly provided herein,
all notices, requests and other communications to any party hereunder shall be
in writing (including bank wire, telex, facsimile transmission or similar
writing and, with respect to the reports and other information referred to in
the next sentence, by e-mail or other electronic means) and shall be given to
such party: (a) in the case of the Borrower, the Company or the Agent, at its
address, facsimile number or telex number set forth on the signature pages
hereof, (b) in the case of any Bank, at its address, facsimile number, telex
number or e-mail address set forth in its Administrative Questionnaire or (c) in
the case of any party, such other address, facsimile number, telex number or
e-mail address as such party may hereafter specify for the purpose by notice to
the Agent, the Borrower and the Company. All reports and other information
required to be delivered to the Banks pursuant to Section 5.01(a), (b), (c), (e)
or (f) may be delivered by e-mail (either as an e-mail attachment or by
including an appropriate internet link to such reports or other information).
Each such notice, request or other communication shall be effective (i) if given
by telex, when such telex is transmitted to the telex number specified in this
Section and the appropriate answerback is received, (ii) if given by facsimile
transmission, when transmitted to the facsimile number specified in this Section
and confirmation of receipt is received, (iii) if given by e-mail, when such
e-mail is transmitted to the e-mail addressed specified in this Section, or (iv)
if given by any other means, when delivered at the address specified in this
Section; provided that notices to the Agent under Article 2 or Article 8 shall
not be effective until received.

       Section 10.02. No Waivers. No failure or delay by the Agent or any Bank
in exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

       Section 10.03. Expenses; Indemnification. (a) The Borrower shall pay (i)
all reasonable out-of-pocket expenses of the Agent, including fees and
disbursements of special counsel for the Agent, in connection with the
preparation and administration of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses
incurred by the Agent and each Bank, including (without duplication) the fees
and disbursements of



                                       36

<PAGE>   41


outside counsel, in connection with such Event of Default and collection,
bankruptcy, insolvency and other enforcement proceedings resulting therefrom.

       (b) The Borrower agrees to indemnify the Agent and each Bank, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in connection
with any investigative, administrative or judicial proceeding (whether or not
such Indemnitee shall be designated a party thereto) brought or threatened by a
Person which is not a party hereto or an Affiliate of a party hereto relating to
any actual, proposed or potential use of proceeds of Loans hereunder; provided
that no Indemnitee shall have the right to be indemnified hereunder for such
Indemnitee's own gross negligence or willful misconduct as determined by a court
of competent jurisdiction.

       Section 10.04. Sharing of Set-offs. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of principal and interest relating to its
Committed Loans which is greater than the proportion received by any other Bank
in respect of the aggregate amount of principal and interest relating to the
Committed Loans of such other Bank, the Bank receiving such proportionately
greater payment shall purchase such participations in the Notes held by the
other Banks, and such other adjustments shall be made, as may be required so
that all such payments of principal and interest relating to Committed Loans of
the Banks shall be shared by the Banks pro rata; provided that nothing in this
Section shall impair the right of any Bank to exercise any right of set-off or
counterclaim it may have and to apply the amount subject to such exercise to the
payment of indebtedness of the Borrower other than its indebtedness hereunder.

       Section 10.05. Amendments and Waivers. Any provision of this Agreement or
the Notes may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by the Borrower, the Company and the Required Banks
(and, if the rights or duties of the Agent are affected thereby, by the Agent);
provided that no such amendment or waiver shall, unless signed by all the Banks,
(i) increase or decrease the Commitment of any Bank (except for a ratable
decrease in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan, or any
fees hereunder, (iii) postpone the date fixed for any payment of principal of or
interest on any Loan, or any fees hereunder or for any scheduled reduction or
termination of any Commitment, (iv) release the Company from its obligations
under Article 9 or (v) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes, or the number of Banks, which
shall be required for the Banks or any of them to take any action under this
Section or any other provision of this Agreement.

       Section 10.06. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that neither the Borrower
nor the Company may assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all Banks.



                                       37

<PAGE>   42




       (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "PARTICIPANT") participating interests in its Commitment or
any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Agent, such Bank shall remain responsible for the performance
of its obligations hereunder, and the Borrower and the Agent shall continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement. Any agreement pursuant to which any Bank
may grant such a participating interest shall provide that such Bank shall
retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such participation agreement may provide that such Bank will not agree to
any modification, amendment or waiver of this Agreement described in clause (i),
(ii), (iii) or (iv) of Section 10.05 without the consent of the Participant. The
Borrower agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Article 8 with respect
to its participating interest. An assignment or other transfer which is not
permitted by subsection (c) or (d) below shall be given effect for purposes of
this Agreement only to the extent of a participating interest granted in
accordance with this subsection (b).

       (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an
initial Commitment of not less than $10,000,000) of all, of its rights and
obligations under this Agreement and the Notes, and such Assignee shall assume
such rights and obligations, pursuant to an Assignment and Assumption Agreement
in substantially the form of Exhibit H hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Company,
the Borrower and the Agent, which consent shall not be unreasonably withheld;
provided that if an Assignee is an affiliate of such transferor Bank or was a
Bank immediately prior to such assignment, no such consent shall be required;
and provided further that such assignment may, but need not, include rights of
the transferor Bank in respect of outstanding Money Market Loans. Upon execution
and delivery of such instrument and payment by such Assignee to such transferor
Bank of an amount equal to the purchase price agreed between such transferor
Bank and such Assignee, such Assignee shall be a Bank party to this Agreement
and shall have all the rights and obligations of a Bank with a Commitment as set
forth in such instrument of assumption, and the transferor Bank shall be
released from its obligations hereunder to a corresponding extent, and no
further consent or action by any party shall be required. Upon the consummation
of any assignment pursuant to this subsection (c), the transferor Bank, the
Agent and the Borrower shall make appropriate arrangements so that, if required,
a new Note is issued to the Assignee. In connection with any such assignment,
the transferor Bank shall pay to the Agent an administrative fee for processing
such assignment in the amount of $2,500. If the Assignee is not incorporated
under the laws of the United States of America or a state thereof, it shall
deliver to the Borrower and the Agent certification as to exemption from
deduction or withholding of any United States federal income taxes in accordance
with Section 8.04.

       (d) Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Notes to a Federal Reserve Bank. No such assignment
shall release the transferor Bank from its obligations hereunder.



                                       38

<PAGE>   43




       (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.03 or 8.04 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

       (f) Notwithstanding anything to the contrary contained herein, any Bank
(a "GRANTING BANK") may grant to a special purpose funding vehicle (an "SPC"),
identified as such in writing from time to time by the Granting Bank to the
Agent and the Borrower, the option to provide to the Borrower on such Granting
Bank's behalf all or any part of any Loan that such Granting Bank would
otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan, and (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Bank shall
be obligated to make such Loan pursuant to the terms hereof. The making of a
Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to
the same extent, and as if, such Loan were made by such Granting Bank, and for
purposes of this Agreement such Loan shall be deemed to have been made by such
Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for
any indemnity or similar payment obligation under this Agreement (all liability
for which shall remain with the Granting Bank). In addition, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior indebtedness of any SPC, it
will not institute against, or join any other person in instituting against,
such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or any other proceeding under any bankruptcy or similar law.
Notwithstanding anything to the contrary contained in this Agreement, any SPC
may (i) with notice to, but without the prior written consent of, the Borrower
and the Agent and without paying any processing fee therefor, transfer all or a
portion of its interests in any Loans to the Granting Bank or collaterally
assign to any financial institutions (consented to by the Company and
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC, provided that such
rating agency, commercial paper dealer or provider is previously notified of the
confidentiality obligations set forth in Section 10.11 hereof. No recourse under
any obligation, covenant, or agreement of the SPC contained in this Agreement
shall be had against any shareholder, officer, agent or director of the SPC as
such, by the enforcement of any assessment or by any proceeding, by virtue of
any statute or otherwise; it being expressly agreed and understood that this
Agreement is a corporate obligation of the SPC and no personal liability shall
attach to or be incurred by any officer, agents or member of the SPC as such, or
any of them under or by reason of any of the obligations, covenants or
agreements of the SPC contained in this Agreement, or implied therefrom, and
that any and all personal liability for breaches by the SPC of its obligations
to provide to the Borrower on the Granting Bank's behalf all or any part of any
Loan that such Granting Bank would otherwise be obligated to make to the
Borrower, covenants or agreements, either at law or by statute or constitution,
of every such shareholder, officer, agent or director is



                                       39

<PAGE>   44


hereby expressly waived by all parties to this Agreement as a condition of and
consideration for the SPC's performance of such obligations, covenants or
agreements; provided, however, that the foregoing shall not relieve any such
person or entity of any liability they might otherwise have as a result of
fraudulent actions or omissions taken by them. All parties to this Agreement
acknowledge and agree that the SPC shall only be liable for any claims that each
of them may have against the SPC only to the extent of the SPC's assets. The
provisions of this clause shall survive the termination of this Agreement and
may not be amended without the written consent of each Granting Bank which has
notified the Borrower that all or any part of its Loans is being funded by an
SPC at the time of such amendment.

       Section 10.07. Collateral. Each of the Banks represents to the Agent and
each of the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

       Section 10.08. Governing Law; Submission to Jurisdiction. This Agreement
and each Note shall be governed by and construed in accordance with the laws of
the State of New York. Each of the Borrower and the Company hereby submits to
the nonexclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York State court sitting in New
York City for purposes of all legal proceedings arising out of or relating to
this Agreement or the transactions contemplated hereby. Each of the Borrower and
the Company irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

       Section 10.09. Counterparts; Integration; Effectiveness. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof except as
may be expressly set forth or referred to herein. This Agreement shall become
effective upon receipt by the Agent of counterparts hereof signed by each of the
Borrower, the Company, the Banks and the Agent (or, in the case of any party as
to which an executed counterpart shall not have been received, receipt by the
Agent in form satisfactory to it of telegraphic, telex, facsimile or other
written confirmation from such party of execution of a counterpart hereof by
such party).

       Section 10.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE COMPANY,
THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

       Section 10.11. Confidentiality. The Agent and each Bank agree to keep
confidential any information obtained by the Agent or such Bank from the Company
or the Borrower to the extent such information has been stated by the Company or
the Borrower to be



                                       40

<PAGE>   45


confidential, provided that nothing herein shall prevent the Agent or any Bank
from disclosing such information (i) to the Agent or any other Bank in
connection with the transactions contemplated by this Agreement, (ii) to its
officers, directors, employees, Affiliates, agents, attorneys and accountants
who have a need to know such information in accordance with customary banking
practices and who receive such information having been made aware of the
restrictions set forth in this Section, (iii) upon the order of any court or
administrative agency, (iv) upon the request or demand of any regulatory agency
or authority having jurisdiction over such party, (v) which has been publicly
disclosed, (vi) which has been obtained from any Person other than the Borrower
and its Affiliates, provided that such Person is not known to it to be bound by
a confidentiality agreement with the Company or its Affiliates or known to it to
be otherwise prohibited from transmitting the information to it by a
contractual, legal or fiduciary obligation or (vii) in connection with the
exercise of any remedy hereunder in any judicial proceeding.

       Section 10.12. Sharing of Payments. Each Bank agrees that if, after the
occurrence of a Triggering Event and after giving effect to any purchases of
participations and other adjustments pursuant to Section 10.04, the Banks shall
receive payment of a proportion of the aggregate amount of principal and
interest relating to the Committed Loans which is greater than the proportion
received by the banks parties to the Other Credit Agreement (the "Other Banks")
in respect of the aggregate amount of principal and interest relating to the
committed loans of such Other Banks under the Other Credit Agreement, the Banks
shall purchase such participations in the notes held by the Other Banks under
the Other Credit Agreement, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest relating to
Committed Loans of the Banks shall be shared by the Other Banks pro rata. For
purposes of this Section 10.12, "Triggering Event" means any of the termination
of the Commitments under this Agreement, the termination of the commitments
under the Other Credit Agreement, the Loans becoming due and payable under this
Agreement or the loans becoming due and payable under the Other Credit
Agreement, in each case pursuant to Article VI thereof.



                                       41

<PAGE>   46




       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                NORTEL NETWORKS LIMITED,
                                     as Guarantor


                                By  /s/ Katharine Stevenson
                                  ----------------------------------------------
                                    Title: Treasurer



                                By  /s/ Blair F. Morrison
                                  ----------------------------------------------
                                    Title: Assistant Secretary




                                Address: 8200 Dixie Road, Suite 100
                                Brampton, Ontario L6T 5P6
                                Facsimile:  (905) 863-8258
                                Attention: Treasurer


                                NORTEL NETWORKS INC.,
                                     as Borrower


                                By  /s/ Mary M. Cross
                                  ----------------------------------------------
                                    Title: President and Vice President, Finance


                                Address: Northern Telecom Plaza
                                200 Athens Way
                                Nashville, Tennessee 37228
                                Facsimile: (615) 432-4919
                                Attention: Treasurer





<PAGE>   47


                                      BANKS

       By signing below, each Bank confirms that (x) it is organized under the
laws of, or is acting through an office, branch or agency located in, the United
States, or that the income receivable by it pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States or (y) it is entitled to benefits under an income tax treaty to which the
United States is a party which exempts such Bank from United States withholding
tax.

Commitments
-----------

$86,666,667                          THE CHASE MANHATTAN BANK


                                     By:/s/ Edmond DeForest
                                        ---------------------------------------
                                        Name: Edmond DeForest
                                        Title: Vice President


$566,666,667                         CREDIT SUISSE FIRST BOSTON


                                     By:/s/ David L. Sawyer
                                        ---------------------------------------
                                        Name: David L. Sawyer
                                        Title: Vice President


                                     By:/s/ Mark Heron
                                        ---------------------------------------
                                        Name: Mark Heron
                                        Title: Assistant Vice President


$566,666,666                         CITIBANK, N.A.


                                     By:/s/ Steven R. Victorin
                                        ---------------------------------------
                                        Name: Steven R. Victorin
                                        Title: Vice President



<PAGE>   48




Total Commitments
-----------------

$1,220,000,000

                                     CREDIT SUISSE FIRST BOSTON,
                                        as Syndication Agent


                                     By:/s/ David L. Sawyer
                                        ---------------------------------------
                                        Name: David L. Sawyer
                                        Title: Vice President


                                     By:/s/ Mark Heron
                                        ---------------------------------------
                                        Name: Mark Heron
                                        Title: Assistant Vice President



                                     THE CHASE MANHATTAN BANK,
                                        as Administrative Agent


                                     By:/s/ Edmond DeForest
                                        ---------------------------------------
                                        Name: Edmond DeForest
                                        Title: Vice President
                                        Address: One Chase Manhattan Plaza,
                                        8th Floor
                                        New York, NY 10081
                                        Facsimile: (212) 552-5700


<PAGE>   49

                                                     ANNEX A -- Pricing Schedule

                                PRICING SCHEDULE

         Each of "EURO-DOLLAR MARGIN" and "FACILITY FEE RATE" means, for any
date, the rate set forth below in the row opposite such term and in the column
corresponding to the "PRICING LEVEL" that applies at such date:

<TABLE>
<CAPTION>
                                                     Level I      Level II     Level III    Level IV      Level V
                                                     -------      --------     ---------    --------      -------
         <S>                                         <C>          <C>            <C>         <C>           <C>
         Euro-Dollar
         Margin:

            Utilization < 33.3%                       0.45%        0.55%          0.775%      1.00%         1.20%
                        -
            Utilization > 33.3% but < 66.6%           0.575%       0.675%         0.90%       1.125%        1.325%
                                    -
            Utilization > 66.6%                       0.70%        0.925%         1.15%       1.375%        1.575%
         Facility Fee Rate                            0.05%        0.075%         0.10%       0.125%        0.175%
</TABLE>

                  For purposes of this Schedule, the following terms have the
         following meanings:

                  "LEVEL I PRICING" applies at any date if, at such date, the
         Company's long-term debt is rated A or higher by S&P or A2 or higher by
         Moody's, except as provided below under "Split Rating".

                  "LEVEL II PRICING" applies at any date if, at such date, (i)
         the Company's long-term debt is rated A- or higher by S&P or A3 or
         higher by Moody's, and (ii) Level I Pricing does not apply, except as
         provided below under "Split Rating".

                  "LEVEL III PRICING" applies at any date if, at such date, (i)
         the Company's long-term debt is rated BBB+ or higher by S&P or Baa1 or
         higher by Moody's and (ii) neither Level I Pricing nor Level II Pricing
         applies, except as provided below under "Split Rating".

                  "LEVEL IV PRICING" applies at any date if, at such date, (i)
         the Company's long-term debt is rated BBB or higher by S&P or Baa2 or
         higher by Moody's and (ii) none of Level I Pricing, Level II Pricing or
         Level III Pricing applies, except as provided below under "Split
         Rating".

                  "LEVEL V PRICING" applies at any date if, at such date, none
         of Level I Pricing, Level II Pricing, Level III Pricing or Level IV
         Pricing applies.

                  "MOODY'S" means Moody's Investors Service, Inc.

                  "PRICING LEVEL" refers to the determination of which of Level
         I, Level II, Level III, Level IV, or Level V applies at any date.

                  "S&P" means Standard & Poor's Ratings Services, a division of
         The McGraw-Hill Companies, Inc.

                  "UTILIZATION" means, on any day, the percentage equivalent of
         a fraction, (i) the numerator of which is the aggregate outstanding
         principal amount of the Loans on such day, after giving effect to any
         borrowing or payment on such day, and (ii) the


                                     A-A-1

<PAGE>   50


         denominator of which is the aggregate amount of the Commitments on such
         day, after giving effect to any reduction of the Commitments on such
         day; provided that for any Euro-Dollar Loan included in a Borrowing
         made pursuant to Section 2.01(b), Utilization will be deemed to exceed
         66.6%.

         "SPLIT RATING" applies if the Company has a split rating and the
ratings differential is two levels or more, in which case the rating at midpoint
will apply. If there is no midpoint rating, the higher of the two intermediate
ratings will apply.

         The credit ratings to be utilized for purposes of this Schedule are
those assigned to the senior unsecured long-term debt securities of the Company
without third-party credit enhancement, and any rating assigned to any other
debt security of the Company shall be disregarded. The rating in effect at any
date is that in effect at the close of business on such date.


                                     A-A-2

<PAGE>   51


                                                               EXHIBIT A -- Note

                                      NOTE

                                         New York, New York ___________ __, 2001

For value received, NORTEL NETWORKS INC., a Delaware corporation (the
"BORROWER"), promises to pay to the order of ______________________ (the
"BANK"), for the account of its Applicable Lending Office, the unpaid principal
amount of each Loan made by the Bank to the Borrower pursuant to the Credit
Agreement referred to below on the maturity date specified therefor in the
Credit Agreement. The Borrower promises to pay interest on the unpaid principal
amount of each such Loan on the dates and at the rate or rates provided for in
the Credit Agreement. All such payments of principal and interest shall be made
in lawful money of the United States in Federal or other funds immediately
available at the office of The Chase Manhattan Bank, One Chase Manhattan Plaza,
8th Floor, New York, NY 10081.

         All Loans made by the Bank, the respective types and maturities thereof
and all repayments of the principal thereof shall be recorded by the Bank and,
if the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Credit Agreement.

         This note is one of the Notes referred to in the Credit Agreement dated
as of June 14, 2001 among Nortel Networks Inc., Nortel Networks Limited, the
banks and syndication agent parties thereto and The Chase Manhattan Bank, as
Administrative Agent (as the same may be amended from time to time, the "CREDIT
Agreement"). Terms defined in the Credit Agreement are used herein with the same
meanings. Reference is made to the Credit Agreement for provisions for the
prepayment hereof and the acceleration of the maturity hereof.

         The payment in full of the principal of and interest on this note has,
pursuant to the provisions of the Credit Agreement, been unconditionally
guaranteed by Nortel Networks Limited.

                                       NORTEL NETWORKS INC.

                                       By_____________________________________
                                         Name:
                                         Title:


                                      A-1



<PAGE>   52




                         LOANS AND PAYMENTS OF PRINCIPAL
--------------------------------------------------------------------------------

                              Type         Amount of
           Amount of           of          Principal     Maturity      Notation
Date         Loan             Loan          Repaid         Date         Made by
--------------------------------------------------------------------------------

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                                      A-2

<PAGE>   53


                                         EXHIBIT B -- Money Market Quote Request

                       FORM OF MONEY MARKET QUOTE REQUEST

                                                    [Date]

To:      The Chase Manhattan Bank, as Administrative Agent (the "AGENT")
From:    Nortel Networks Inc.
Re:      Credit Agreement (as amended from time to time, the "CREDIT AGREEMENT")
         dated as of June 14, 2001 among Nortel Networks Inc., Nortel Networks
         Limited, the Banks and Syndication Agent parties thereto and the Agent

         We hereby give notice pursuant to Section 2.03 of the Credit Agreement
that we request Money Market Quotes for the following proposed Money Market
Borrowing(s):

Date of Borrowing: __________________

Principal Amount1                            Interest Period2
----------------                             ---------------
$

         Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

         Terms used herein have the meanings assigned to them in the Credit
Agreement.

                                        NORTEL NETWORKS INC.

                                        By_____________________________________
                                          Name:
                                          Title:



----------
1        Amount must be $25,000,000 or a larger multiple of $5,000,000.

2        Not less than one month (LIBOR Auction) or not less than 14 days
         (Absolute Rate Auction), subject to the provisions of the definition of
         Interest Period.

                                      B-1


<PAGE>   54



                                 EXHIBIT C -- Invitation for Money Market Quotes

                   FORM OF INVITATION FOR MONEY MARKET QUOTES

To:      [Name of Bank]
Re:      Invitation for Money Market Quotes to Nortel Networks Inc. (the
         "BORROWER")

         Pursuant to Section 2.03 of the Credit Agreement dated as of June 14,
2001 among Nortel Networks Inc., Nortel Networks Limited, the Banks and
Syndication Agent parties thereto and the undersigned, as Administrative Agent,
as amended from time to time, we are pleased on behalf of the Borrower to invite
you to submit Money Market Quotes to the Borrower for the following proposed
Money Market Borrowing(s):

Date of Borrowing: __________________

Principal Amount3                           Interest Period4
----------------                            ---------------
$

         Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.] Please
respond to this invitation by no later than [10:00 A.M.] [9:30 A.M.] (New York
City time) on [date].

                                        The Chase Manhattan Bank, as
                                           Administrative Agent

                                        By:____________________________________
                                           Authorized Officer



----------
3        Amount must be $25,000,000 or a larger multiple of $5,000,000.

4        Not less than one month (LIBOR Auction) or not less than 14 days
         (Absolute Rate Auction), subject to the provisions of the definition of
         Interest Period.

                                      C-1

<PAGE>   55



                                                 EXHIBIT D -- Money Market Quote

                           FORM OF MONEY MARKET QUOTE

To:      The Chase Manhattan Bank, as Administrative Agent
Re:      Money Market Quote to Nortel Networks Inc. (the "BORROWER")

         In response to your invitation on behalf of the Borrower dated
_____________,____, we hereby make the following Money Market Quote on the
following terms:

1.       Quoting Bank: ________________________________
2.       Person to contact at Quoting Bank:_____________________________
3.       Date of Borrowing: ____________________*
4.       We hereby offer to make Money Market Loan(s) in the following principal
         amounts, for the following Interest Periods and at the following rates:

                        Interest        Money Market
Principal Amount**      Period***       [Margin****]     [Absolute Rate*****]
------------------      ---------       ------------     --------------------
$
$

         [Provided, that the aggregate principal amount of Money Market Loans
for which the above offers may be accepted shall not exceed $____________.]**
__________ * As specified in the related Invitation.

----------

**       Principal amount bid for each Interest Period may not exceed principal
         amount requested. Specify aggregate limitation if the sum of the
         individual offers exceeds the amount the Bank is willing to lend. Bids
         must be made for $5,000,000 or a larger multiple of $1,000,000.

                       (notes continued on following page)

                                      D-1


<PAGE>   56


         We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Credit Agreement
dated as of June 14, 2001 among Nortel Networks Inc., Nortel Networks Limited,
the Banks and Syndication Agent parties thereto and yourself, as Administrative
Agent, as amended from time to time, irrevocably obligates us to make the Money
Market Loan(s) for which any offer(s) are accepted, in whole or in part.

                                         Very truly yours,

                                         [NAME OF BANK]

Dated:_______________                    By:___________________________________
                                            Authorized Officer

***      Not less than one month or not less than 14 days, as specified in the
         related Invitation. No more than five bids are permitted for each
         Interest Period.
****     Margin over or under the London Interbank Offered Rate determined for
         the applicable Interest Period. Specify percentage (to the nearest
         1/10,000 of 1%) and specify whether "PLUS" or "MINUS".
*****    Specify rate of interest per annum (to the nearest 1/10,000th of 1%).


                                      D-2

<PAGE>   57



                                 EXHIBIT E -- Opinion of Counsel for the Company

                                   OPINION OF
                             COUNSEL FOR THE COMPANY

                                                          ________________, 2001

To the Banks and the Administrative Agent
  Referred to Below

c/o The Chase Manhattan Bank, as Administrative Agent
One Chase Manhattan Plaza
8th Floor
New York, NY 10081

Dear Sirs:

         I am the Corporate Secretary of Nortel Networks Limited (the "COMPANY")
and give this opinion pursuant to Section 3.01(b) of the Credit Agreement (the
"CREDIT AGREEMENT") dated as of June 14, 2001 among the Company, Nortel Networks
Inc. (the "BORROWER") and the Banks and Syndication Agent parties thereto and
the Chase Manhattan Bank, as Administrative Agent. Terms defined in the Credit
Agreement are used herein as therein defined.

         I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.

         In rendering this opinion, I have assumed:

         (a) the signatures on the documents I have examined are originals; and

         (b) with respect to the valid and binding nature of the Credit
Agreement and the delivery of the Credit Agreement, the laws of the State of New
York are the same as the laws of Canada.

         The opinions expressed herein are subject to the following
qualifications:

         (a) enforceability of the Credit Agreement may be limited by
bankruptcy, insolvency, or other laws affecting the enforcement of creditors'
rights generally;

         (b) equitable remedies, including remedies of specific performance and
injunction, may only be granted in the discretion of a court of competent
jurisdiction;

         (c) the Currency Act (Canada) precludes the courts in Canada from
awarding a judgment for an amount expressed in a currency other than Canadian
dollars; and


                                      E-1

<PAGE>   58


         (d) any requirement to pay interest at a greater rate after than before
default may not be enforceable if the same is construed by a court to constitute
a penalty.

         I am qualified to practice law solely in the Province of Ontario,
Canada and express no opinion as to any laws or matters governed by any laws
other than the laws of the Province of Ontario and the federal law of Canada
applicable therein.

         Upon the basis of the foregoing, I am of the opinion that:

         1. The Company is a corporation duly incorporated and validly existing
under the laws of Canada and has all corporate powers and all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, the absence of which would have a material adverse
effect on the ability of the Company to perform its obligations under the Credit
Agreement.

         2. The execution and delivery by the Company of the Credit Agreement
and the performance by the Company of the Credit Agreement (i) are within the
Company's corporate powers and have been duly authorized by all necessary
corporate action, (ii) require no action by or in respect of, or filing with,
any governmental body, agency or official, and (iii) do not contravene any
provision of applicable law or regulation or any provision of the certificate of
incorporation or by-laws of the Company or any contractual restriction, order,
decree or other instrument binding upon the Company or any of its Subsidiaries,
except in the case of (ii) and (iii) above, any such action, filing or
contravention which would not have a material adverse effect on the ability of
the Company to perform its obligations under the Credit Agreement.

         3. Assuming that the execution, delivery and performance by each of the
parties to the Credit Agreement, other than the Company, are within such
persons' corporate powers, have been duly authorized by all necessary corporate
action and have been duly executed and delivered, the Credit Agreement
constitutes a valid and binding agreement of the Company enforceable in
accordance with its terms.

         4. To the best of my knowledge, there is no action, suit or proceeding
pending or threatened against or affecting the Company or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency or
official, in which there is a reasonable possibility of an adverse decision
which could have a material adverse effect on the ability of the Company to
perform its obligations under the Credit Agreement, except as disclosed in the
Company's Exchange Act reports and the Disclosure Materials, or which in any
manner draws into question the validity of the Credit Agreement.

                                     Yours truly,


                                     Deborah J. Noble
                                     Corporate Secretary


                                      E-2

<PAGE>   59



                                EXHIBIT F -- Opinion of Counsel for the Borrower




June 14, 2001

To the Banks and the Administrative Agent
  Referred to Below

c/o The Chase Manhattan Bank, as Administrative Agent
One Chase Manhattan Plaza
8th Floor
New York, NY 10081

Dear Sirs:

         I am Secretary of Nortel Networks Inc. (the "BORROWER") and give this
opinion pursuant to Section 3.01(b) of the Credit Agreement (the "CREDIT
AGREEMENT") dated as of June 14, 2001 among Nortel Networks Limited (the
"COMPANY"), the Borrower, the banks and the syndication agent parties thereto
and The Chase Manhattan Bank, as Administrative Agent. Terms defined in the
Credit Agreement are used herein as therein defined.

         I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.

         The opinions expressed herein are subject to the following
qualifications:

         (a) enforceability of the Credit Agreement and the Notes may be limited
by bankruptcy, insolvency, or other laws affecting the enforcement of creditors'
rights generally; and

         (b) equitable remedies, including remedies of specific performance and
injunction, may only be granted in the discretion of a court of competent
jurisdiction.

         I am a member of the Bar of the State of New York, and express no
opinion as to any laws or matters governed by any laws other than the laws of
the State of New York.

         Upon the basis of the foregoing, I am of the opinion that:

         1. The Borrower is a corporation duly incorporated and validly existing
and in good standing under the laws of the State of Delaware, and is a
wholly-owned Consolidated Subsidiary of the Company. It has all corporate powers
and all governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted, the absence of which would have a
material adverse effect on the ability of the Borrower to perform its
obligations under the Credit Agreement and the Notes.


                                      F-1



<PAGE>   60

         2. The execution and delivery by the Borrower of the Credit Agreement
and the Notes and the performance by the Borrower of the Credit Agreement and
the Notes (i) are within the Borrower's corporate powers and have been duly
authorized by all necessary corporate action, (ii) require no action by or in
respect of, or filing with, any governmental body, agency or official and (iii)
do not contravene any provision of applicable law or regulation or any provision
of the certificate of incorporation or by-laws of the Borrower or any
contractual restriction, order, decree or other instrument binding upon the
Borrower or any of its Subsidiaries, except, in the case of (ii) and (iii)
above, any such action, filing or contravention which would not have a material
adverse effect on the ability of the Borrower to perform its obligations under
the Credit Agreement and the Notes.

         3. Assuming that the execution, delivery and performance by each of the
parties to the Credit Agreement, other than the Company, are within such
persons' corporate powers, have been duly authorized by all necessary corporate
action and have been duly executed and delivered, the Credit Agreement
constitutes a valid and binding agreement of the Borrower and each Note
constitutes a valid and binding obligation of the Borrower, in each case
enforceable in accordance with its terms.

                                         Very truly yours,



                                         Roger A. Schecter
                                         Secretary



                                      F-2

<PAGE>   61



            EXHIBIT G -- Opinion of Special Counsel for the Administrative Agent

                                   OPINION OF
                     DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                          FOR THE ADMINISTRATIVE AGENT

________________, 2001

To the Banks and the Agent Referred to Below
c/o The Chase Manhattan Bank,
     as Administrative Agent
One Chase Manhattan Plaza
8th Floor
New York, NY 10081

Dear Sirs:

         We have participated in the preparation of the Credit Agreement (the
"CREDIT AGREEMENT") dated as of June 14, 2001 among Nortel Networks Limited (the
"COMPANY"), Nortel Networks Inc. (the "BORROWER"), the banks and syndication
agent parties thereto and The Chase Manhattan Bank, as Administrative Agent (the
"AGENT"), and have acted as special counsel for the Agent for the purpose of
rendering this opinion pursuant to Section 3.01(c) of the Credit Agreement.
Terms defined in the Credit Agreement are used herein as therein defined.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

         Upon the basis of the foregoing, we are of the opinion that, assuming
that the execution, delivery and performance by each of the Company and the
Borrower of the Credit Agreement and the execution, delivery and performance by
the Borrower of the Notes are within such Person's corporate powers and have
been duly authorized by all necessary corporate action, the Credit Agreement
constitutes a valid and binding agreement of each such Person and each Note
constitutes a valid and binding obligation of the Borrower, in each case
enforceable in accordance with its terms except as the same may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
by general principles of equity.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York. In giving the foregoing
opinion, we express no opinion as to the effect (if any) of any law of any
jurisdiction (except the State of New York) in which any Bank is located which
limits the rate of interest that such Bank may charge or collect.



                                      G-1
<PAGE>   62


         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.

                                      Very truly yours,


                                      G-2


<PAGE>   63



                                EXHIBIT H -- Assignment and Assumption Agreement

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         AGREEMENT dated as of _________,____ among [NAME OF ASSIGNOR] (the
"ASSIGNOR"), [NAME OF ASSIGNEE] (the "ASSIGNEE"), [NORTEL NETWORKS LIMITED (the
"COMPANY"), NORTEL NETWORKS INC. ("NNI") and The Chase Manhattan Bank, as
Administrative Agent (the "AGENT")].

         WHEREAS, this Assignment and Assumption Agreement (the "AGREEMENT")
relates to the Credit Agreement dated as of June 14, 2001 among the Company, NNI
the Assignor and the other Banks and Syndication Agent party thereto, and the
Agent (as amended from time to time, the "CREDIT AGREEMENT");

         [WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Committed Loans to NNI in an aggregate principal amount at
any time outstanding not to exceed $__________;]

         WHEREAS, Committed Loans made to NNI by the Assignor under the Credit
Agreement in the aggregate principal amount of $__________ are outstanding at
the date hereof; and

         WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a portion of its
[Commitment thereunder in an amount equal to $__________ (the "ASSIGNED
AMOUNT"), together with a corresponding portion of its outstanding Committed
Loans,] [outstanding Committed Loans in an aggregate principal amount equal to
$______ (the "ASSIGNED AMOUNT")]1 and the Assignee proposes to accept assignment
of such rights and assume the corresponding obligations from the Assignor on
such terms;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

         SECTION 1. Definitions. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement.

         SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the purchase
from the Assignor of the corresponding portion of the principal amount of the

----------
1        Use second variation if Commitments have terminated.




                                      H-1

<PAGE>   64

Committed Loans made by the Assignor outstanding at the date hereof. Upon the
execution and delivery hereof by the Assignor, the Assignee, [the Company, NNI
and the Agent] and the payment of the amounts specified in Section 3 required to
be paid on the date hereof (i) the Assignee shall, as of the date hereof,
succeed to the rights and be obligated to perform the obligations of a Bank
under the Credit Agreement with [a Commitment] [outstanding Committed Loans]1 in
an amount equal to the Assigned Amount, and (ii) the [Commitment] [outstanding
Committed Loans]1 of the Assignor shall, as of the date hereof, be reduced by a
like amount and the Assignor released from its obligations under the Credit
Agreement to the extent such obligations have been assumed by the Assignee. The
assignment provided for herein shall be without recourse to the Assignor.

         SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them. It is
understood that facility fees accrued to the date hereof with respect to the
Assigned Amount are for the account of the Assignor and such fees accruing from
and including the date hereof with respect to the Assigned Amount are for the
account of the Assignee. Each of the Assignor and the Assignee hereby agrees
that if it receives any amount under the Credit Agreement which is for the
account of the other party hereto, it shall receive the same for the account of
such other party to the extent of such other party's interest therein and shall
promptly pay the same to such other party.

         [SECTION 4. Consent of the Company, NNI and the Agent. This Agreement
is conditioned upon the consent of the Company, NNI and the Agent pursuant to
Section 10.06(c) of the Credit Agreement. The execution of this Agreement by the
Company, NNI and the Agent is evidence of this consent. Pursuant to Section
10.06(c), NNI agrees to execute and deliver a Note payable to the order of the
Assignee to evidence the assignment and assumption provided for herein.]

         SECTION 5. Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of NNI or the
Company, or the validity and enforceability of the obligations of NNI or the
Company in respect of the Credit Agreement or any Note. The Assignee
acknowledges that it has, independently and without reliance on the Assignor,
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement and will
continue to be responsible for making its own independent appraisal of the
business, affairs and financial condition of NNI and the Company.

----------
1        Use second variation if Commitments have terminated.

                                      H-2

<PAGE>   65

         SECTION 6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

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

                                       [NAME OF ASSIGNOR]

                                       By______________________________________
                                         Name:
                                         Title:


                                       [NAME OF ASSIGNEE]

                                       By______________________________________
                                         Name:
                                         Title:


                                      H-3


<PAGE>   66


                                       [NORTEL NETWORKS LIMITED

                                       By______________________________________
                                         Name:
                                         Title:


                                       By______________________________________
                                         Name:
                                         Title:


                                       NORTEL NETWORKS INC.

                                       By______________________________________
                                         Name:
                                         Title:


                                       THE CHASE MANHATTAN BANK,
                                         as Administrative Agent

                                       By______________________________________
                                         Name:
                                         Title:          ]2




----------
2        omit if consents not required


                                      H-4