<PAGE>
                                                                    Exhibit 10.3

                                                       [LUCENT CREDIT AGREEMENT]

================================================================================



                                CREDIT AGREEMENT

                                   dated as of

                                December 21, 2001

                                      among

                            AT&T LATIN AMERICA CORP.,


                     LATIN AMERICAN EQUIPMENT FINANCE, B.V.,


                            The Lenders Party Hereto,

                                       and

                             BANKERS TRUST COMPANY,
                             as Administrative Agent


================================================================================



<PAGE>






                                TABLE OF CONTENTS
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                                                                                                      PAGE
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                                                ARTICLE I
                                               DEFINITIONS

         SECTION 1.01.  DEFINED TERMS....................................................................1
         SECTION 1.02.  CLASSIFICATION OF LOANS AND BORROWINGS..........................................10
         SECTION 1.03.  TERMS GENERALLY.................................................................10
         SECTION 1.04.  ACCOUNTING TERMS; GAAP..........................................................10
         SECTION 1.05.  PROVISIONS OF COMMON AGREEMENT, COLLATERAL AGENCY AGREEMENT AND FUNDING
                        AGREEMENT.......................................................................11


                                                ARTICLE II
                                                THE LOANS

         SECTION 2.01.  COMMITMENTS.....................................................................12
         SECTION 2.02.  LOANS AND BORROWINGS............................................................12
         SECTION 2.03.  REQUESTS FOR BORROWINGS.........................................................13
         SECTION 2.04.  FUNDING OF BORROWINGS...........................................................14
         SECTION 2.05.  INTEREST ELECTIONS..............................................................15
         SECTION 2.06.  TERMINATION AND REDUCTION OF COMMITMENTS........................................16
         SECTION 2.07.  REPAYMENT OF LOANS; EVIDENCE OF DEBT............................................16
         SECTION 2.08.  AMORTIZATION OF LOANS...........................................................17
         SECTION 2.09.  PREPAYMENT OF LOANS.............................................................18
         SECTION 2.10.  FEES............................................................................18
         SECTION 2.11.  INTEREST........................................................................19
         SECTION 2.12.  ALTERNATE RATE OF INTEREST......................................................20
         SECTION 2.13.  INCREASED COSTS.................................................................20
         SECTION 2.14.  BREAK FUNDING PAYMENTS..........................................................21
         SECTION 2.15.  TAXES...........................................................................22
         SECTION 2.16.  PAYMENTS GENERALLY; PRO RATA TREATMENT..........................................24
         SECTION 2.17.  MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS..................................25
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                                               ARTICLE III
                                     REPRESENTATIONS AND WARRANTIES

                                               ARTICLE IV
                                               CONDITIONS

         SECTION 4.01.  EFFECTIVE DATE..................................................................26
         SECTION 4.02.  EACH BORROWING..................................................................26


                                                ARTICLE V
                                          AFFIRMATIVE COVENANTS

         SECTION 5.01.  COVENANTS CONTAINED IN THE COMMON AGREEMENT.....................................27
         SECTION 5.02.  USE OF PROCEEDS.................................................................27


                                                ARTICLE VI
                                            NEGATIVE COVENANTS

                                               ARTICLE VII
                                            EVENTS OF DEFAULT

                                               ARTICLE VIII
                                                THE AGENTS
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                                       ii


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                                                ARTICLE IX
                                              MISCELLANEOUS

         SECTION 9.01.  NOTICES.........................................................................31
         SECTION 9.02.  WAIVERS; AMENDMENTS.............................................................32
         SECTION 9.03.  EXPENSES; INDEMNITY; DAMAGE WAIVER..............................................33
         SECTION 9.04.  SUCCESSORS AND ASSIGNS..........................................................34
         SECTION 9.05.  SURVIVAL........................................................................37
         SECTION 9.06.  COUNTERPARTS; INTEGRATION; EFFECTIVENESS........................................37
         SECTION 9.07.  SEVERABILITY....................................................................37
         SECTION 9.08.  RIGHT OF SETOFF.................................................................38
         SECTION 9.09.  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS......................38
         SECTION 9.10.  WAIVERS.........................................................................39
         SECTION 9.11.  HEADINGS........................................................................40
         SECTION 9.12.  CONFIDENTIALITY.................................................................40
         SECTION 9.13.  INTEREST RATE LIMITATION........................................................40
         SECTION 9.14.  JUDGMENT CURRENCY...............................................................41




SCHEDULES:

Schedule 2.01    -- Commitments
Schedule 5.02(a) -- Refinanced Obligations
Schedule 5.02(b) -- Previously Paid Amounts
Schedule 5.02(c) -- Permitted Competitors' Products
Schedule 9.04(b) -- Assignee Representations

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                                      iii
<PAGE>


                                    CREDIT AGREEMENT dated as of December 21,
                           2001, among AT&T LATIN AMERICA CORP., a Delaware
                           corporation, LATIN AMERICAN EQUIPMENT FINANCE B.V., a
                           limited liability company organized under the laws of
                           the Netherlands, the LENDERS party hereto, and
                           BANKERS TRUST COMPANY, as Administrative Agent.

                  Holdings (such term, and each other capitalized term used in
this preliminary statement, having the meaning assigned to it in Section 1.01 of
this Agreement or the meaning as incorporated by reference therein) desires to
install and operate the Project and is entering into the Lucent Supply Contract
in order to purchase certain equipment and services necessary for the Project.
In order to obtain financing for such purchases, Holdings and the Borrower are
entering into this Agreement. The respective parties hereto desire to enter into
this Agreement in order to provide for certain terms and conditions of the Loans
hereunder. Accordingly, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

                  SECTION 1.01. DEFINED TERMS. Terms defined in the Common
Agreement and not otherwise defined herein have the respective meanings set
forth in the Common Agreement. In addition, as used in this Agreement, the
following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "ADJUSTED LIBO RATE" means, with respect to any LIBOR
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "ADMINISTRATIVE AGENT" means Bankers Trust Company, in its
capacity as administrative agent for the Lenders hereunder.

                  "ADMINISTRATIVE QUESTIONNAIRE" means an administrative
questionnaire in a form supplied by the Administrative Agent.

                  "AGENTS" means the Administrative Agent and the Collateral
Agent.

<PAGE>

                  "ALTERNATE BASE RATE" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "APPLICABLE MARGIN" means, for any day, with respect to any
ABR Borrowing or LIBOR Borrowing, the applicable rate per annum set forth below
under the caption "ABR Margin" or "LIBOR Margin", respectively, based on the
Leverage Ratio as of the most recent determination date:

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===========================================================================================================
                          LEVERAGE RATIO                 ABR MARGIN                  LIBOR MARGIN
-----------------------------------------------------------------------------------------------------------
<S>                       <C>                              <C>                          <C>
    Category 1             > 8.0 to 1.0                    4.625%                       5.625%
-----------------------------------------------------------------------------------------------------------
    Category 2             > 6.0 to 1.0                    3.875%                       4.875%
                         but < 8.0 to 1.0
                             -
-----------------------------------------------------------------------------------------------------------
    Category 3             > 5.0 to 1.0                    3.125%                       4.125%
                         but < 6.0 to 1.0
                             -
-----------------------------------------------------------------------------------------------------------
    Category 4             > 4.0 to 1.0                    2.375%                       3.375%
                         but < 5.0 to 1.0
                             -
-----------------------------------------------------------------------------------------------------------
    Category 5             < 4.0 to 1.0                    1.625%                       2.625%
                           -
===========================================================================================================
</TABLE>

For purposes of the foregoing, (a) the Leverage Ratio shall be determined as of
the end of each fiscal quarter of each fiscal year based upon Holdings's
consolidated financial statements delivered pursuant to Section 5.01(a) or (b)
of the Common Agreement and (b) each change in the Applicable Margin resulting
from a change in the Leverage Ratio shall be effective during the period
commencing on and including the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change; PROVIDED
that the Leverage Ratio shall be deemed to be in Category 1 (i) at the option of
the Administrative Agent or the Required Lenders, at any time that an Event of
Default has occurred and is continuing, (ii) at the option of the Administrative
Agent or the Required Lenders, if Holdings and the Borrower fail to deliver the
consolidated financial statements required to be delivered by them pursuant to
Section 5.01(a) or (b) of the Common Agreement within the period specified
therein for delivery thereof, during the period from the expiration of the
period specified therein for delivery thereof until such consolidated financial
statements are delivered and (iii) at all times prior to the Syndication
Milestone Date.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose



                                       2
<PAGE>

consent is required by Section 9.04), and accepted by the Administrative Agent,
in a form approved by the Administrative Agent.

                  "AVAILABILITY PERIOD" means the period from and including the
Effective Date to but excluding the earlier of the Availability Termination Date
and the date of termination (including by reason of full utilization) of the
Commitments hereunder.

                  "AVAILABILITY TERMINATION DATE" means June 29, 2004.

                  "BORROWER" means Latin American Equipment Finance, B.V., a
limited liability company organized under the laws of the Netherlands.

                  "BORROWING" means a Loan or group of Loans of the same Class
and Type, made, converted or continued on the same date and, in the case of
LIBOR Loans, as to which a single Interest Period is in effect.

                  "BORROWING REQUEST" means a request by the Borrower for a
Borrowing in accordance with Section 2.03.

                  "CAPITALIZED BORROWING" means any Borrowing of Loans for the
sole purpose of paying, and the proceeds of which are applied solely to pay,
accrued interest on any Loans payable hereunder or any fees payable hereunder.

                  "CHANGE IN LAW" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

                  "CHARGES" has the meaning set forth in Section 9.13.

                  "CLASS", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are Tranche
A Loans or Tranche B Loans and, when used in reference to any Commitment, refers
to whether such Commitment is a Tranche A Commitment or Tranche B Commitment.

                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "COLLATERAL AGENT" means ABN AMRO Trustees Limited, as
collateral and intercreditor agent for the Holders (as defined in the Collateral
Agency Agreement). Section 7.01(e) of the Collateral Agency Agreement provides



                                       3
<PAGE>


that the Collateral Agent may appoint one or more sub-agents to act for it, and,
as used herein, the term "Collateral Agent" means and includes any such
sub-agent, as the context requires.

                  "COMMITMENT" means a Tranche A Commitment, a Tranche B
Commitment or any combination thereof (as the context requires).

                  "COMMON AGREEMENT" means the Common Agreement dated as of
December 21, 2001, among Holdings, the Borrower, the Administrative Agent, the
other administrative agents party thereto and the Collateral Agent.

                  "ELIGIBLE ASSIGNEE" means (a) any Lender under any
Participating Credit Agreement or any Affiliate of any such Lender; (b) any
Supplier or any Affiliate of any Supplier; (c) any subcontractor of any Supplier
or any Affiliate of any such subcontractor that, in the case of any assignee of
a Commitment, has long term indebtedness rated BBB or better by S&P or Baa3 or
better by Moody's, or commercial paper having one of the two highest credit
ratings obtainable from S&P or Moody's; (d) a commercial bank or savings and
loan association or savings bank organized under the laws of the United States
of America or any state thereof that has total assets in excess of
$1,000,000,000; (e) a commercial bank organized under the laws of any other
country that is a member of the Basel Accord and the Organization of Economic
Cooperation and Development (the "OECD") or has concluded special lending
arrangements with the International Monetary Fund associated with its General
Arrangements to borrow, or a political subdivision of any such country, and
having total assets in excess of $1,000,000,000, so long as such bank is acting
through a branch or agency located in the country in which it is organized,
another country that is described in this clause (e) or the United States of
America; (f) the central bank of any country that is a member of the OECD or any
Affiliate thereof; (g) a finance company, insurance company or other financial
institution or any Affiliate thereof or fund (whether a corporation,
partnership, trust or other entity) that is organized in the United States of
America or a country that is described in clause (e) above and that makes,
purchases or otherwise invests in commercial loans in the ordinary course of its
business and has total assets in excess of $1,000,000,000 (for purposes of
calculating such amount with respect to a fund, there shall be included the
total assets of each other fund that invests in commercial loan assets that is
advised by the same investment advisor as such fund or by an Affiliate of such
investment advisor); (h) any export credit agency or export-import bank of any
country that is a member of the OECD; (i) any multilateral agency; and (j) any
other Person approved by Holdings, such approval not to be unreasonably
withheld; PROVIDED that no Competitor of Holdings and its Subsidiaries shall
qualify as an "Eligible Assignee" under this definition unless the maturity of
the Loans has been accelerated.

                  "EXCLUDED TAXES" means, with respect to either Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) taxes imposed on (or measured by) its
net income, franchise taxes or similar taxes, in each case imposed (i) by the
United States of America, or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in the


                                       4
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case of any Lender, in which its applicable lending office is located, or (ii)
by reason of any connection between the jurisdiction imposing such tax and such
Agent, Lender or recipient, other than a connection arising from such Agent,
Lender or recipient having executed, delivered or performed its obligations
under, or having received payments under or enforced, this Agreement, the other
Loan Documents, the Supply Contracts or the Project Documents, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.17(b)), any withholding tax that is attributable to such Foreign
Lender's failure to comply with Section 2.15(e).

                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "FOREIGN LENDER" means any Lender or Agent that is organized
under the laws of a jurisdiction other than the jurisdiction in which the
Borrower is organized or located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be
deemed to constitute a single jurisdiction.

                  "FRONTING COMMITMENT" means a Commitment that is assigned by a
Lucent Lender pursuant to an Assignment and Acceptance designating the assigned
Commitment as a "Fronting Commitment".

                  "FUNDING AGENT" means the Person designated under the Funding
Agreement as the agent for purposes of receiving and disbursing the proceeds of
Loans.

                  "HOLDINGS" means AT&T Latin America Corp., a Delaware
corporation.

                  "ICA EXEMPTION ORDER" means an order by the SEC under Section
6(c) of the Investment Company Act of 1940 granting the Borrower an exemption
from regulation as an investment company under Section 6(c) of the Investment
Company Act of 1940.

                  "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

                  "INTEREST ELECTION REQUEST" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.05.




                                       5
<PAGE>

                  "INTEREST PAYMENT DATE" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December and (b) with
respect to any LIBOR Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part.

                  "INTEREST PERIOD" means, with respect to any LIBOR Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two or three
months thereafter; PROVIDED, that (a) if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (b) any Interest Period that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

                  "LENDERS" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

                  "LIBOR", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "LIBO RATE" means, with respect to any LIBOR Borrowing for any
Interest Period, 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
Administrative 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 Business Days prior to the
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, then the "LIBO Rate" with respect to such
LIBOR Borrowing for such Interest Period shall be the rate at which Dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent (or, if the
Administrative Agent at the time is not a commercial bank, any commercial bank



                                       6
<PAGE>

based in New York City reasonably selected by the Administrative Agent for the
purpose of quoting such rate, provided that such commercial bank has a combined
capital and surplus and undivided profits of not less than $500,000,000) in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

                  "LOAN" means any loan made to the Borrower pursuant to this
Agreement.

                  "LUCENT" means Lucent Technologies Inc.

                  "LUCENT LENDER" means, at any time, each of (a) Lucent and any
Affiliates of Lucent that are Lenders at such time, (b) any Lender that holds
Loans Guaranteed by or otherwise subject to credit support provided by Lucent or
any Affiliate of Lucent, (c) any Lender that is subject to any agreement or
arrangement pursuant to which Lucent or any Affiliate of Lucent has the right to
direct, or to consent to or approve of the exercise of, any voting rights of
such Lender in respect of the Loans held by such Lender or (d) any Lender that
holds any Commitments that, when funded, would result in Loans subject to (i)
Guarantees or other credit support described in clause (b) of this definition or
(ii) any agreement or arrangement described in clause (c) of this definition.

                  "LUCENT LOAN" means any Loan that is held by any Lucent Lender
or any Affiliate thereof or that is Guaranteed by Lucent or any Affiliate
thereof or for any portion of which Lucent or any Affiliate thereof is otherwise
directly or indirectly liable.

                  "MATURITY DATE" means June 30, 2008.

                  "MAXIMUM RATE" has the meaning set forth in Section 9.13.

                  "MINIMUM THIRD PARTY SYNDICATION" means a single syndication
of Loans and Commitments outstanding under the Initial Participating Credit
Agreements pursuant to which the Suppliers and their Affiliates transfer to
Third Parties Loans and/or Commitments outstanding under the Initial
Participating Credit Agreements in an aggregate principal amount equal to at
least 25% of the aggregate principal amount of all of the Loans and Commitments
outstanding under the Initial Participating Credit Agreements on the date of
such transfer; PROVIDED that a Loan or Commitment so transferred shall not be
treated as having been transferred for purposes of determining such 25% if any
Supplier or Affiliate thereof shall have Guaranteed, or otherwise is directly or
indirectly liable for, the obligations of the Borrower in respect of such Loan
or any Loans to be made pursuant to such Commitment. For purposes of this
definition, "Third Party" means any Person that is not (a) a Supplier or an
Affiliate of a Supplier or (b) an export credit agency, export-import bank or
similar institution of any country, unless and until the Loans transferred to
such export credit agency, export-import bank or similar institution have been
transferred by it without a guarantee or other credit support that would make
the investment in such Loans not primarily based on the credit of the Borrower,
Holdings and the Subsidiaries.



                                       7
<PAGE>

                  "NON-LUCENT LENDERS" means, at any time, any Lenders other
than Lucent Lenders.

                  "OTHER TAXES" means any and all present or future stamp or
documentation taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Documents or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

                  "PARTICIPANT" has the meaning set forth in Section 9.04(e).

                  "PRIME RATE" means the rate of interest per annum published
from time to time in the "Money Rates" column (or any successor column) of The
Wall Street Journal as the prime rate or, if such rate shall cease to be so
published or is not available for any reason, the rate of interest publicly
announced from time to time by any commercial bank based in New York City
reasonably selected by the Administrative Agent for the purpose of quoting such
rate; PROVIDED that if at any time the Person serving as Administrative Agent is
a commercial bank with an office in New York City then the "Prime Rate" shall be
the rate of interest per annum publicly announced from time to time by such bank
as its prime rate in effect at its principal office in New York City. Each
change in the Prime Rate shall be effective from and including the date such
change is publicly announced as being effective.

                  "REGISTER" has the meaning set forth in Section 9.04(c).

                  "REQUIRED ENFORCEMENT LENDERS" means, at any time, Lenders
having outstanding Loans hereunder representing more than 50% of the sum of the
total outstanding Loans hereunder at such time; PROVIDED that at any time that
there are any Non-Lucent Lenders and the Non-Lucent Lenders do not hold Loans
outstanding hereunder representing at least 50% of the total Loans outstanding
hereunder at such time, "Required Enforcement Lenders" means either (a) Lenders
having outstanding Loans representing more than 50% of the total outstanding
Loans hereunder at such time or (b) Non-Lucent Lenders having outstanding Loans
representing more than 50% of the total outstanding Loans hereunder held by
Non-Lucent Lenders at such time.

                  "REQUIRED LENDERS" means, at any time, Lenders having
outstanding Loans and Commitments hereunder representing more than 50% of the
sum of the total Loans and Commitments outstanding hereunder at such time;
PROVIDED that at any time that there are any Non-Lucent Lenders and the
Non-Lucent Lenders do not hold Loans and Commitments outstanding hereunder
representing more than 50% of the total Loans and Commitments outstanding
hereunder at such time, "Required Lenders" means both (a) Lenders having
outstanding Loans and Commitments representing more than 50% of the total Loans


                                       8
<PAGE>


and Commitments outstanding hereunder at such time and (b) Non-Lucent Lenders
having outstanding Loans and Commitments representing more than 50% of the total
Loans and Commitments outstanding hereunder held by Non-Lucent Lenders at such
time.

                  "STATUTORY RESERVE RATE" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which any commercial banks subject to
regulation by the Board are subject with respect to the Adjusted LIBO Rate, for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. LIBOR Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

                  "SYNDICATION MILESTONE DATE" means the date on which the
Minimum Third Party Syndication is consummated.

                  "TAXES" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "TRANCHE A COMMITMENT" means, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche A Loans hereunder during the
Availability Period, expressed as an amount representing the maximum aggregate
principal amount of the Tranche A Loans to be made by such Lender hereunder, as
such commitment may be (a) reduced from time to time pursuant to Section 2.06
and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The initial amount of each Lender's
Tranche A Commitment is set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Tranche A
Commitment, as applicable.

                  "TRANCHE A LOAN" means a Loan made pursuant to clause (a) of
Section 2.01.

                  "TRANCHE B COMMITMENT" means, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche B Loans hereunder during the
Availability Period, expressed as an amount representing the maximum aggregate
principal amount of the Tranche B Loans to be made by such Lender hereunder, as
such commitment may be (a) reduced from time to time pursuant to Section 2.06
and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The initial amount of each Lender's
Tranche B Commitment is set forth on Schedule 2.01, or in the Assignment and



                                       9
<PAGE>


Acceptance pursuant to which such Lender shall have assumed its Tranche B
Commitment, as applicable.

                  "TRANCHE B LOAN" means a Loan made pursuant to clause (b) of
Section 2.01.

                  "TYPE", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                  SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For
purposes of this Agreement, Loans may be classified and referred to by Class
(E.G., a "Tranche A Loan") or by Type (E.G., a "LIBOR Loan") or by Class and
Type (E.G., a "Tranche A LIBOR Loan"). Borrowings also may be classified and
referred to by Class (E.G., a "Tranche A Borrowing") or by Type (E.G., a "LIBOR
Borrowing") or by Class and Type (E.G., a "Tranche A LIBOR Borrowing").

                  SECTION 1.03. TERMS GENERALLY. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts, contract
rights, licenses and intellectual property.

                  SECTION 1.04. ACCOUNTING TERMS; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; PROVIDED
that, if Holdings notifies the Administrative Agent that Holdings requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies Holdings



                                       10
<PAGE>

that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                  SECTION 1.05. PROVISIONS OF COMMON AGREEMENT, COLLATERAL
AGENCY AGREEMENT AND FUNDING AGREEMENT. Each Lender acknowledges and agrees to
the terms of each of the Common Agreement, the Collateral Agency Agreement and
the Funding Agreement and authorizes the Administrative Agent to execute and
deliver each of the Common Agreement, the Collateral Agency Agreement and the
Funding Agreement, whereupon each Lender shall be bound by the terms of each
such agreement. The Administrative Agent agrees with the Lenders that it will
communicate any approval or disapproval of any waiver or modification or any
instruction in respect of remedies to the Collateral Agent under the Collateral
Agency Agreement in accordance with the instructions received by the
Administrative Agent from the respective Lenders; PROVIDED, that this sentence
shall not prevent any Agent from exercising any discretion, authority or power
given to it under the Loan Documents nor otherwise modify or vary the provisions
of Section 8.02 of the Common Agreement or Article VIII of the Collateral Agency
Agreement. All provisions of the Common Agreement relating to any Loan Document
shall (regardless of whether incorporated in this Agreement by reference
thereto) apply to this Agreement where the context requires. Similarly, all
provisions of the Common Agreement relating to any Loan (as defined therein)
shall (regardless of whether incorporated in this Agreement by reference
thereto) apply to each Loan hereunder where the context requires. In the case of
any conflict between the terms of the Common Agreement and the terms of this
Agreement, the terms of this Agreement, as among Holdings, the Borrower, the
Administrative Agent and the Lenders, shall control. It is understood, however,
that the Collateral Agency Agreement provides, under the circumstances set forth
therein, for the manner in which certain rights and remedies are to be
implemented, exercised and effected, and that, to the extent any provision of
the Common Agreement is referred to herein or stated herein to be applicable to
this Agreement, any exercise of a right or remedy set forth herein shall be
subject to the applicable provisions, if any, of the Collateral Agency
Agreement. It is also understood that after execution of this Agreement, but on
or prior to the Effective Date, the parties will enter into the Funding
Agreement in order to set forth certain of the procedures and terms of the
arrangements pursuant to which the proceeds of the Loans will be made available
and, in the event of any conflict between the terms of this Agreement relating
to such procedures and terms and those of the Funding Agreement, the terms of
the Funding Agreement shall control, and all provisions of the Funding Agreement
relating to the Loans shall (regardless of whether incorporated in this
Agreement by reference thereto) apply to each Loan hereunder where the context
requires.

                                       11
<PAGE>

                                   ARTICLE II
                                    THE LOANS


                  SECTION 2.01. COMMITMENTS. Subject to the terms and conditions
set forth herein, each Lender agrees:

                  (a) to make Tranche A Loans to the Borrower (or as otherwise
         provided in the Funding Agreement) at any time and from time to time
         during the Availability Period in an aggregate principal amount not
         exceeding its remaining Tranche A Commitment at the time; and

                  (b) to make Tranche B Loans to the Borrower (or as otherwise
         provided in the Funding Agreement) at any time and from time to time
         during the Availability Period in an aggregate principal amount not
         exceeding its remaining Tranche B Commitment at the time.

                  Principal amounts repaid in respect of Loans may not be
reborrowed.

                  SECTION 2.02. LOANS AND BORROWINGS. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans of the same Type and Class made
by the Lenders ratably in accordance with their respective Commitments; PROVIDED
that if a Fronting Commitment of any Class is assigned by a Lucent Lender then,
until such Fronting Commitment is fully drawn, (i) such Lucent Lender shall not
be required to make any additional Loans of such Class and (ii) the amount of
the Loan to be made by the assignee of such Fronting Commitment pursuant to each
Borrowing shall equal the amount of the Loan that would have been made by such
assignee pursuant to such Borrowing without giving effect to such assignment
plus either (A) the amount of the Loan that would have been made by such Lucent
Lender pursuant to such Borrowing without giving effect to such assignment or,
if less, (B) the remaining amount of such Fronting Commitment. The failure of
any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder; PROVIDED FURTHER that the Commitments
of the Lenders are several and no Lender shall be responsible for any other
Lender's failure to make Loans as required.

                  (b) Subject to Sections 2.05 and 2.12, each Borrowing shall be
comprised entirely of LIBOR Loans or ABR Loans as the Borrower may request in
accordance herewith. Each Lender at its option may make any LIBOR Loan by
causing any domestic or foreign branch or Affiliate (other than a foreign branch
or Affiliate located in a Project Country) of such Lender to make such Loan;
PROVIDED that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.




                                       12
<PAGE>

                  (c) At the commencement of each Interest Period for any LIBOR
Borrowing, such Borrowing shall be in an aggregate amount that is (i) if there
are not any Non-Lucent Lenders participating in such Borrowing, not less than
$500,000 and (ii) if there are any Non-Lucent Lenders participating in such
Borrowing, not less than $1,000,000. At the time that each ABR Borrowing (other
than a Capitalized Borrowing) is initially made, such Borrowing shall be in an
aggregate amount that is not less than $500,000; PROVIDED that an ABR Borrowing
may be in an aggregate amount that is equal to the entire remaining Commitments
of the applicable Class. Borrowings of more than one Type may be outstanding at
the same time; PROVIDED that there shall not at any time be more than a total of
eight LIBOR Borrowings outstanding.

                  (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing as a LIBOR Borrowing if the Interest Period with respect thereto
would end after the Maturity Date.

                  SECTION 2.03. REQUESTS FOR BORROWINGS. (a) To request a
Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone not later than 11:00 a.m., New York City time, five Business Days
before the date of the proposed Borrowing; PROVIDED that, except for Capitalized
Borrowings and Borrowings made on the Effective Date, the Borrower may only make
Borrowings on the first Business Day of each calendar month. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form reasonably satisfactory to the Administrative Agent
and signed by the Borrower. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:

                  (i) the aggregate amount of such Borrowing and the use of
         proceeds therefrom (and each written Borrowing Request shall attach
         copies of the invoices to be paid (or for which the applicable Loan
         Party is to be reimbursed in accordance with the Funding Agreement)
         with such proceeds, except to the extent such Borrowing is (A) a
         Capitalized Borrowing or (B) a Borrowing made on the Effective Date
         that refinances Indebtedness set forth on Schedule 5.02(a) owed by a
         Loan Party to Lucent or one of its Affiliates); PROVIDED, that the
         Borrower need not provide copies of invoices with respect to applicable
         expenses not exceeding $25,000 that are to be (and are permitted to be)
         paid with the proceeds of any Tranche B Borrowing if the Borrower
         attaches a certificate of a Financial Officer to the effect that such
         expenses have been or will be properly paid with the proceeds of
         Tranche B Loans in accordance with Section 5.10 of the Common Agreement
         and Section 5.02 hereof;

                  (ii) the date of such Borrowing, which shall be a Business
         Day;



                                       13
<PAGE>

                  (iii) whether such Borrowing is to be a LIBOR Borrowing or an
         ABR Borrowing (and, if such Borrowing is to be a LIBOR Borrowing, the
         duration of the initial Interest Period applicable thereto);

                  (iv) the Class of such Borrowing; and

                  (v) if any proceeds of such Borrowing are to be advanced in
         cash to the Borrower, the location and number of the Borrower's account
         to which funds are to be disbursed, which shall comply with the
         applicable requirements of the Funding Agreement and the Collateral
         Agency Agreement.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender's Loan to be
made as part of the requested Borrowing.

                  (b) Notwithstanding anything to the contrary contained in this
Agreement, the Administrative Agent shall, at the request of Lucent so long as
Lucent Lenders are the only Lenders with Tranche A Commitments hereunder, cause
Tranche A Loans to be advanced by the Lenders for and on behalf of the Borrower
whether or not (i) any Borrowing Request is given in accordance with Section
2.03(a), (ii) any of the conditions precedent set forth in Article IV hereof are
satisfied, (iii) any Default exists, or (iv) any other fact or circumstance
exists, if Lucent shall have given five Business Days' prior written notice to
the Administrative Agent and the Borrower of Lucent's desire to cause the
Lenders to make such Loans and all proceeds of such Loans are used to pay the
Purchase Price of Qualifying Purchases under the Lucent Supply Contract that
have not been disputed and that have not been paid when due. All Loans advanced
pursuant to this Section 2.03(b) shall be Tranche A Loans and shall be initially
advanced as LIBOR Borrowings with a three month Interest Period or, if the
maximum number of Interest Periods for LIBOR Borrowings is already then in
effect, as ABR Borrowings (but after such advancement, such Borrowings may be
converted or continued in accordance with Section 2.05 of this Agreement). For
the purposes of this Section 2.03(b), if a Lender that is not a Lucent Lender
holds a Tranche A Commitment that, when funded, would result in a Lucent Loan,
such Lender shall be deemed to be a Lucent Lender.

                  SECTION 2.04. FUNDING OF BORROWINGS. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, New York City time, to
the account of the Funding Agent most recently designated for such purpose by
notice to the Lenders in accordance with the Funding Agreement, or as otherwise
provided in the Funding Agreement. The proceeds of the Loans shall be made
available by the Funding Agent as provided in the Funding Agreement.



                                       14
<PAGE>

                  (b) Unless the Funding Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Funding Agent such Lender's share of such Borrowing, the
Funding Agent may assume that such Lender has made such share available on such
date in accordance with paragraph (a) of this Section and may, in reliance upon
such assumption, make available to or for the account of the Borrower a
corresponding amount as provided in the Funding Agreement. In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to
the Funding Agent, then the applicable Lender and the Borrower severally agree
to pay to the Funding Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to but excluding the date of payment to the Funding Agent, at (i) in
the case of such Lender, the greater of the Federal Funds Effective Rate and a
rate determined by the Funding Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans. If such Lender pays such amount to the Funding Agent,
then such amount shall constitute such Lender's Loan included in such Borrowing.

                  SECTION 2.05. INTEREST ELECTIONS. (a) Each Borrowing initially
shall be of the Type specified in the applicable Borrowing Request. Thereafter,
the Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing, as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Borrowing of the Type resulting from such election to be made
on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a
form reasonably satisfactory to the Administrative Agent and signed by the
Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing;

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;



                                       15
<PAGE>

                  (iii) whether the resulting Borrowing is to be a LIBOR
         Borrowing or an ABR Borrowing; and

                  (iv) in the case of a LIBOR Borrowing, the duration of the
         Interest Period applicable thereto.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a LIBOR Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
continued as a LIBOR Borrowing with an Interest Period of three months' duration
(or converted to an ABR Borrowing, if the end of such Interest Period occurs
less than three months prior to the Maturity Date). Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Borrowing may be converted to or continued as a LIBOR Borrowing and (ii) unless
repaid, each LIBOR Borrowing shall be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto.

                  SECTION 2.06. TERMINATION AND REDUCTION OF COMMITMENTS.
Commitments shall be terminated or reduced as provided in and subject to the
requirements of Sections 2.02 and 2.03 of the Common Agreement.

                  SECTION 2.07. REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan of such
Lender as provided in Section 2.08.

                  (b) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Lender making
such Loan, the Class and Type thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder for the account
of the Lenders and each Lender's share thereof.

                  (c) The entries made in the accounts maintained pursuant to
paragraph (b) of this Section shall be PRIMA FACIE evidence of the existence and
amounts of the obligations recorded therein; PROVIDED that the failure of the
Administrative Agent to maintain such accounts or any error therein shall not in




                                       16
<PAGE>

any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Agreement.

                  (d) The Borrower shall prepare, execute and deliver to each
Lender a promissory note payable to such Lender and its registered assigns and
in a form approved by the Administrative Agent. The Loans shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the payee named therein and its
registered assigns.

                  SECTION 2.08. AMORTIZATION OF LOANS. (a) Subject to adjustment
pursuant to paragraph (c) of this Section, the Borrower shall repay Borrowings
on each date set forth below in an aggregate amount equal to the percentage set
forth opposite such date multiplied by an amount equal to the sum of all Loans
made hereunder (whether or not previously repaid):

                        DATE                             PERCENTAGE
                        ----                             ----------
                    June 30, 2004                            5%
                  December 31, 2004                          5%
                    June 30, 2005                            10%
                  December 31, 2005                          10%
                    June 30, 2006                            10%
                  December 31, 2006                          15%
                    June 30, 2007                            15%
                  December 31, 2007                          15%
                    June 30, 2008                            15%

                  (b) To the extent not previously paid, all Loans shall be due
and payable on the Maturity Date.



                                       17
<PAGE>

                  (c) Any prepayment of a Borrowing made pursuant to paragraph
(a) of Section 2.03 of the Common Agreement shall be applied to reduce the
subsequent scheduled repayments of the Borrowings to be made pursuant to this
Section ratably. Any other prepayment of a Borrowing shall be applied to reduce
the subsequent scheduled repayments of the Borrowings to be made pursuant to
this Section in reverse chronological order; PROVIDED that prepayments of
Borrowings as a result of any Agency Capital Market Transaction arranged by
Lucent shall be applied to reduce the subsequent scheduled repayments of the
Borrowings to be made pursuant to this Section in such manner and order so that,
immediately after giving effect thereto, the scheduled repayments of the
Borrowings to be made pursuant to this Section, together with the scheduled
repayments of the principal in respect of the Indebtedness incurred pursuant to
such Agency Capital Market Transaction that resulted in such prepayment,
combined, will be the same as (or at any time not greater than) the remaining
scheduled repayments of the Borrowings to be made pursuant to this Section
immediately prior to such prepayment.

                  (d) Prior to any repayment of any Borrowings hereunder, the
Borrower shall select the Borrowing or Borrowings to be repaid and shall notify
the Administrative Agent by telephone (confirmed by telecopy) of such selection
not later than 2:00 p.m., New York City time, three Business Days before the
scheduled date of such repayment; PROVIDED (i) that the Borrower shall select
Borrowings to be repaid such that each Lender shall receive its pro rata share
of such repayment as provided in Section 2.16 and (ii) such selection shall be
made in accordance with Section 2.03 of the Common Agreement. Each repayment of
a Borrowing shall be applied ratably to the Loans included in the repaid
Borrowing. Repayments of Borrowings shall be accompanied by the payment of
accrued interest on the amount thereof.

                  SECTION 2.09. PREPAYMENT OF LOANS. The Borrowings shall be
subject to optional and mandatory prepayment as set forth in Section 2.03 of the
Common Agreement.

                  SECTION 2.10. FEES. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at a rate per annum equal to 1.50% on the daily aggregate amount of
the Commitments of such Lender (or, during the period from and including the
Closing Date to but excluding the Effective Date, on the excess of the daily
aggregate amount of the Commitments of such Lender over the corresponding daily
aggregate principal amount of any outstanding Indebtedness owed by any Loan
Party to such Lender to finance the purchase of equipment or services from
Lucent) during the period from and including the Closing Date to but excluding
the date on which the Commitments terminate (including pursuant to Section 2.02
of the Common Agreement). Accrued commitment fees shall be payable in arrears on




                                       18
<PAGE>

the last day of March, June, September and December of each year and on the date
on which the Commitments terminate, commencing on the first such date to occur
after the Closing Date. All commitment fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

                  (b) The Borrower agrees to pay to Lucent, for its own account,
fees in the amounts and at the times separately agreed.

                  (c) The Borrower agrees to pay to the Administrative Agent,
for its own account, fees in the amounts and at the times separately agreed.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, (i) to the Administrative Agent, (ii) to Lucent,
in the case of fees payable to it, or (iii) to the Administrative Agent, in the
case of commitment fees, for distribution to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

                  SECTION 2.11. INTEREST. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Margin.

                  (b) The Loans comprising each LIBOR Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Margin.

                  (c) Notwithstanding the foregoing, if any Event of Default
occurs (other than an Event of Default described in Section 7.01(f) of the
Common Agreement), then from the date such Event of Default occurs until such
Event of Default is cured or waived, (i) each Loan outstanding shall bear
interest at a rate per annum equal to 2% plus the rate otherwise applicable to
such Loan as provided in the preceding paragraphs of this Section and (ii) all
accrued interest on the Loans, fees and other amounts payable by the Borrower
under the Loan Documents, in each case that is due and payable and has not been
paid, shall bear interest at a rate per annum equal to 2% plus the rate
otherwise applicable to ABR Loans as provided in paragraph (a) of this Section.

                  (d) All accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan; PROVIDED that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan, accrued interest
on the principal amount of such Loan repaid or prepaid shall be payable on the
date of such repayment or prepayment, and (iii) in the event of any conversion
of any Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and



                                       19
<PAGE>


in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent demonstrable error.

                  SECTION 2.12. ALTERNATE RATE OF INTEREST. If prior to the
commencement of any Interest Period for a LIBOR Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent demonstrable error) that adequate and
         reasonable means do not exist for ascertaining the Adjusted LIBO Rate
         for such Interest Period; or

                  (b) the Administrative Agent is advised by a majority in
         interest of the Lenders participating in such Borrowing that the
         Adjusted LIBO Rate for such Interest Period will not adequately and
         fairly reflect the cost to such Lenders of making or maintaining their
         Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone (confirmed in writing promptly thereafter) or telecopy as
promptly as practicable thereafter and, until the Administrative Agent notifies
the Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist, (i) any Interest Election Request that requests the conversion
of any Borrowing to, or continuation of any Borrowing as, a LIBOR Borrowing
shall be ineffective and (ii) if any Borrowing Request requests a LIBOR
Borrowing, such Borrowing shall be made as an ABR Borrowing. It is understood
that if Lucent or an Affiliate of Lucent is a Lender participating in a
Borrowing, then such Lender and its Loans included in such Borrowing shall be
disregarded for purposes of clause (b) above except to the extent that
participations or other interests in such Lender's Loans are beneficially owned
by other investors.

                  SECTION 2.13. INCREASED COSTS. (a) If any Change in Law (other
than any Change in Law relating to Taxes, which shall be governed by Section
2.15) shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate); or

                  (ii) impose on any Lender or the London interbank market any
         other condition affecting this Agreement or LIBOR Loans made by such
         Lender;



                                       20
<PAGE>

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation
to make any such Loan) or to reduce the amount of any sum received or receivable
by such Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.
It is understood that if Lucent or any Affiliate of Lucent is a Lender, then
such Lender shall not be entitled to the benefits of this Section 2.13 except to
the extent that participations or other interests in such Lender's Loans are
beneficially owned by other investors.

                  (b) If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender to a
level below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section and an explanation
of the basis therefor shall be delivered to the Borrower and shall be conclusive
absent demonstrable error. The Borrower shall pay such Lender the amount shown
as due on any such certificate within 30 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; PROVIDED that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 270 days prior to the date that such
Lender notifies Holdings or the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender's intention to claim
compensation therefor; PROVIDED FURTHER that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 270-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

                  SECTION 2.14. BREAK FUNDING PAYMENTS. In the event of (a) the
payment of any principal of any LIBOR Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any LIBOR Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue
or prepay any Loan on the date specified in any notice delivered pursuant
hereto, or (d) the assignment of any LIBOR Loan other than on the last day of
the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.17, then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event. In the
case of a LIBOR Loan, such loss, cost or expense to any Lender shall be deemed



                                       21
<PAGE>

to include an amount determined by such Lender to be the excess, if any, of (i)
the amount of interest which would have accrued on the principal amount of such
Loan had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for Dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. If a Lender is not a commercial bank, such Lender may determine amounts
due to it pursuant to the preceding sentence by any other reasonable method
designed to calculate funding losses for the relevant Interest Period. A
certificate of any Lender setting forth in reasonable detail the basis for any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent
demonstrable error. The Borrower shall pay such Lender the amount shown as due
on any such certificate within 30 days after receipt thereof.

                  SECTION 2.15. TAXES. (a) Any and all payments by or on account
of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; PROVIDED that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (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)
the Administrative Agent or Lender receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent and
each Lender, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender on or with respect to any payment by or on account of any obligation of
the Borrower hereunder or under any other Loan Document (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant



                                       22
<PAGE>


Governmental Authority. A certificate including a reasonably detailed
calculation as to the amount of such payment or liability delivered to the
Borrower by a Lender, or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent demonstrable error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate; PROVIDED that such Foreign Lender
has received written notice from the Borrower advising it of the availability of
such exemption or reduction and supplying all applicable documentation.

                  (f) If a Lender changes its applicable lending office (other
than pursuant to Section 2.17) and the effect of the change, as of the date of
the change, would be to cause the Borrower to become obligated to pay any
greater amount under Section 2.13 or 2.15 than it would otherwise have been
obligated to pay the Lender as of such date, then the Borrower shall not be
obligated to pay such greater amount.

                  (g) If any Agent or Lender determines in good faith that it
has received a refund of Indemnified Taxes or Other Taxes for which the Borrower
has made payments pursuant to this Section 2.15 which such Agent or Lender is
able to identify as such, then such Agent or Lender, as the case may be, shall
promptly pay such refund (but only to the extent of any indemnity payments made
by the Borrower pursuant to this Section 2.15 with respect to the Indemnified
Taxes or Other Taxes giving rise to such refund) net of all out-of-pocket
expenses of such Agent or Lender and without interest (other than any interest
with respect to such refund received from the relevant Governmental Authority)
to the Borrower; PROVIDED, HOWEVER, that the Borrower agrees promptly to return
such refund (together with any interest, penalties or other charges with respect
thereto due to the relevant Governmental Authority) to such Agent or the
applicable Lender, as the case may be, upon receipt of a notice that such refund
is required to be repaid to the relevant Governmental Authority. Notwithstanding
anything to the contrary contained in this clause (g), no Lender or Agent shall
have any obligation to disclose any of such Person's books, records or tax
filings (or any other information relating to Taxes which it deems confidential)
to the Borrower or any other Person.



                                       23
<PAGE>

                  SECTION 2.16. PAYMENTS GENERALLY; PRO RATA TREATMENT. (a) The
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest or fees, or of amounts payable under Section 2.13, 2.14 or
2.15, or otherwise) prior to 12:00 (noon), New York City time, on the date when
due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at such account in New York, New York
as the Administrative Agent shall from time to time specify by notice, except
that payments pursuant to Sections 2.10(b), 2.10(c), 2.13, 2.14, 2.15 and 9.03
shall be made directly to the Persons entitled thereto. The Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any
payment under this Agreement shall be due on a day that is not a Business Day,
the date for payment shall be extended to the next succeeding Business Day, and,
in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension. All payments under this Agreement shall be
made in Dollars.

                  (b) Each repayment or prepayment of principal of the Loans
hereunder, or selection of Borrowings for repayment or prepayment, shall be made
such that the benefit of such repayment or prepayment is shared by the Lenders
ratably in accordance with the aggregate principal amount of their respective
Loans then outstanding. Each reduction of the Commitments hereunder shall be
made such that the benefit of such reduction is shared by the Lenders ratably in
accordance with the aggregate principal amount of their respective Commitments
then outstanding, except as otherwise required by Article II of the Common
Agreement.

                  (c) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due. In such
event, if the Borrower has not in fact made such payment, then each of the
Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each




                                       24
<PAGE>

day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

                  (e) Without limiting the generality of paragraph (a) above,
the Borrower's obligations to make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or otherwise) shall be absolute and unconditional and shall not be subject to
any delay, reduction, set-off, counterclaim, defense or recoupment for any
reason, including any dispute with, breach of representation or warranty by or
claim against any supplier, manufacturer, installer, vendor or distributor,
including Lucent.

                  (f) Notwithstanding the foregoing, the Lenders acknowledge and
agree that they shall have no recourse against the Borrower's statutory capital,
in a maximum aggregate amount of EURO 18,000, in respect of the Loans; PROVIDED
that, for purposes hereof (i) such statutory capital shall be deemed to be
represented by the last remaining assets of the Borrower, and recourse to the
Borrower's assets shall not be limited or otherwise impaired or restricted until
all other assets of the Borrower have been exhausted and (ii) the Collateral
shall not be deemed to consist of such statutory capital.

                  SECTION 2.17. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.
(a) If any Lender requests compensation under Section 2.13, or if the Borrower
is required to pay any additional amount to any Lender, any Agent or any
Governmental Authority for the account of any Lender or any Agent pursuant to
Section 2.15, then such Lender or Agent shall use all commercially reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the reasonable judgment of such Lender
or Agent, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.13 or 2.15, as the case may be, in the future and
(ii) would not subject such Lender or Agent to any unreimbursed cost or expense
and would not otherwise be disadvantageous to such Lender or Agent. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender or
any Agent in connection with any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.13, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); PROVIDED that (i) unless the
requesting Lender is an Affiliate of the Administrative Agent, the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received




                                       25
<PAGE>

payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts), or such
lesser or greater amounts as may be agreed by such Lender in its sole and
absolute discretion, and (iii) such assignment will result in a material
reduction in such compensation or payments. A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES


                  Each of Holdings and the Borrower represents and warrants to
the Lenders that the representations and warranties set forth in Article III of
the Common Agreement are true and correct.

                                   ARTICLE IV
                                   CONDITIONS


                  SECTION 4.01. EFFECTIVE DATE. The obligations of the Lenders
to make Loans hereunder shall not become effective until the Effective Date, as
provided in Section 4.01 of the Common Agreement.

                  SECTION 4.02. EACH BORROWING. (a) The obligation of each
Lender to make a Loan on the occasion of any Borrowing is subject to the
satisfaction of the conditions set forth in Section 4.02 of the Common
Agreement.

                  (b) In addition, no Lender shall be required to make a Tranche
B Loan on the occasion of any Tranche B Borrowing if, after giving effect to all
Loans requested to be made hereunder on the date of such Borrowing, the
aggregate principal amount of Tranche B Loans outstanding hereunder would exceed
50% of the aggregate principal amount of Tranche A Loans outstanding hereunder
on such date.

                  (c) Each Borrowing shall be deemed to constitute a
representation and warranty by each of Holdings and the Borrower on the date
thereof as to the matters set forth in Section 4.02 of the Common Agreement and
in paragraph (b) of this Section 4.02.



                                       26
<PAGE>

                                    ARTICLE V
                              AFFIRMATIVE COVENANTS


                  SECTION 5.01. COVENANTS CONTAINED IN THE COMMON AGREEMENT.
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full, each of Holdings and the Borrower covenants and agrees with the Lenders
that it will observe and perform each of the covenants set forth in Article V of
the Common Agreement.

                  SECTION 5.02. USE OF PROCEEDS. The proceeds of Tranche A Loans
will be applied solely (a) to make the payments due to Lucent for the Purchase
Price of Qualifying Purchases pursuant to the Lucent Supply Contract, (b) in the
case of Tranche A Loans made on the Effective Date, to pay amounts set forth on
Schedule 5.02(a) owing by the Loan Parties to Lucent and its Affiliates on the
Effective Date and (c) to make Local Financing Loans necessary to effect the
making of Loans for the purposes described in clauses (a) and (b) of this
sentence; PROVIDED that, in the case of Tranche A Loans made on the Effective
Date, the Borrower may request Borrowings of additional Tranche A Loans in an
aggregate amount not to exceed (i) the total amount set forth on Schedule
5.02(b) representing amounts paid to Lucent prior to the date hereof and (ii)
any other amounts approved by Lucent in writing as permitted to be financed with
additional Tranche A Loans on the Effective Date. The proceeds of Tranche B
Loans will be applied solely (a) to pay duties and taxes for the importation of
equipment purchased under the Lucent Supply Contract on or after the Effective
Date, (b) to pay installation and systems integration expenses of equipment
purchased under the Lucent Supply Contract on or after the Effective Date (to
the extent not performed by Lucent or any of its Affiliates or any of their
subcontractors), (c) in the case of Tranche B Loans made on the Effective Date,
to reimburse the Borrower for actual, out-of-pocket expenses of the type
described in clauses (a) and (b) of this sentence for equipment purchased under
the Lucent Supply Contract prior to the Effective Date (and, to the extent
approved in writing by Lucent, for equipment purchased from Lucent prior to
execution and delivery of the Lucent Supply Contract) to the extent invoices,
receipts or other reasonably acceptable documents evidencing such expenses have
been delivered to the Administrative Agent, (d) to pay (i) interest and fees
payable under this Agreement, (ii) fees payable under the Syndication Assistance
Agreement, to the extent such fees are payable to Lucent, (iii) out-of-pocket
expenses required to be paid or reimbursed by Holdings or the Borrower pursuant
to clause (i) or (ii) of Section 8.03(a) of the Common Agreement and fees
payable to the Administrative Agent and the Collateral Agent, but in each case
only to the extent allocable to this Agreement (it being understood that (A)
Lucent's direct out-of-pocket expenses are all allocable to this Agreement and
(B) fees payable to Bankers Trust Company for services as Administrative Agent
under the three Initial Participating Credit Agreements, fees payable to the
Collateral Agent and out-of-pocket expenses that are not directly related to a
particular Initial Participating Credit Agreement, such as legal fees and


                                       27
<PAGE>



expenses for common counsel, are allocable to each Initial Participating Credit
Agreement ratably based on the aggregate amount of Commitments and Loans
thereunder) and (iv) out-of-pocket expenses paid or payable by Holdings or the
Borrower in connection with the negotiation, execution and delivery of the Loan
Documents and satisfaction of the conditions to availability of Loans thereunder
and other out-of-pocket expenses incurred by any Loan Party in connection with
the borrowing of the Loans and maintenance of the security interests in the
Collateral (including the fees, costs and expenses of the Local Financing Bank)
or any amendment, modification or waiver of any of the Loan Documents, which in
each case shall be allocated to each Initial Participating Credit Agreement
ratably based on the aggregate amount of Commitments and Loans thereunder, and
(e) to make Local Financing Loans necessary to effect the making of Loans for
the purposes described in clauses (a) through (d) of this sentence; PROVIDED
that no Loans made under this Agreement may be used, directly or indirectly, to
finance the purchase of equipment or services provided by a Competitor of Lucent
(including any other Supplier under any other Supply Contract), except as
expressly provided on Schedule 5.02(c). The proceeds of each Borrowing shall be
applied to the purposes, and in the amounts, set forth in the Borrowing Request
delivered under this Agreement with respect to such Borrowing on the date on
which such Borrowing shall have been made. To the extent proceeds of any
Borrowing are advanced in cash, such proceeds will be deposited into bank
accounts, held and transferred in the manner described in Section 5.08 of the
Collateral Agency Agreement.

                                   ARTICLE VI
                               NEGATIVE COVENANTS


                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, each of Holdings and the Borrower covenants and agrees with the
Lenders that it will observe and perform each of the covenants set forth in
Article VI of the Common Agreement.

                                   ARTICLE VII
                                EVENTS OF DEFAULT


                  The Events of Default hereunder shall be as provided in
Article VII of the Common Agreement. Upon the occurrence of any such Event of
Default (other than an event with respect to the Borrower or Holdings described
in clause (i), (j) or (k) of Section 7.01 of the Common Agreement), and at any
time thereafter during the continuance of such event, the Administrative Agent
may, and at the request of the Required Enforcement Lenders shall, by notice to
the Borrower, take either or both of the following actions, at the same or
different times: (i) terminate the Commitments, and thereupon the Commitments
shall terminate immediately, and (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and




                                       28
<PAGE>

payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other
obligations of the Borrower owing to any of the Agents and the Lenders accrued
under the Loan Documents, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in case of any event with respect to the
Borrower or Holdings described in clause (i), (j) or (k) of Section 7.01 of the
Common Agreement, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower owing to any of the Agents
and the Lenders accrued under the Loan Documents, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower. If any Loans are declared due
and payable pursuant to clause (ii) above or if the Collateral Agent commences
the exercise of remedies under any of the Security Documents to foreclose upon
or sell any Collateral while an Event of Default has occurred and is continuing,
then the Commitments shall automatically terminate.

                                  ARTICLE VIII
                                   THE AGENTS

                  Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.

                  Any Person serving as Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such Person and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with Holdings, the Borrower, any
Subsidiary or any other Affiliate of Holdings as if it were not the
Administrative Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the
Loan Documents that the Administrative Agent is required to exercise in writing
by the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02 or
Article VII), and (c) except as expressly set forth in the Loan Documents, the




                                       29
<PAGE>

Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to any of the Loan
Parties that is communicated to or obtained by the Person serving as
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02 or Article VII) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to it by Holdings, the Borrower or a Lender, and the Administrative Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan
Document, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth or referred to in Article IV
hereof or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. Except
to the extent that the provisions hereof require writings, the Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for Holdings or the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent; PROVIDED that neither Holdings nor the
Borrower shall, without its consent, be liable for any fees payable to any such
sub-agent, except for any fees payable in connection with the exercise of rights
or remedies when an Event of Default has occurred and is continuing. The
Administrative Agent and any such sub-agent may perform any and all its duties
and exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.





                                       30
<PAGE>

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right to appoint a successor.
If no successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent which
shall be a commercial bank with an office in New York, New York, or an Affiliate
of any such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The retiring or removed Administrative Agent shall
provide to its successor the original or true and accurate copies of all of its
books and records relating to this Agreement and the transactions contemplated
hereby. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender 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 Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.

                  Each Lender acknowledges and agrees to the terms of the
Collateral Agency Agreement and to the appointment of the Collateral Agent to
act as collateral agent under the Collateral Agency Agreement and the other Loan
Documents.

                                   ARTICLE IX
                                  MISCELLANEOUS


                  SECTION 9.01. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and



                                       31
<PAGE>

other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to Holdings, to it at AT&T Latin America, 220 Alhambra
         Circle, Suite 900, Coral Gables, FL 33134, Attention Chief Financial
         Officer, Telecopy No. (305)459-6305, with a copy (in the case of
         notices and other communications relating to amendments, waivers or
         Defaults) to General Counsel, Telecopy No. (305) 459-6404;

                  (b) if to the Borrower, to it at "Atrium" 7th floor,
         Strawinskylaan 3105, 1077 ZX Amsterdam, the Netherlands, Attention of
         Mr. Jorre Rienstra, with a copy to P.O. Box 1469, 1000 BL Amsterdam,
         the Netherlands, Attention of Mr. Jorre Rienstra, Telecopy No. 3120
         406-4555;

                  (c) if to the Administrative Agent, to it at 60 Wall Street
         (17th Floor), New York, NY 10005, Mail Stop NYC 60-1701, Attention of
         Adrian Cioinigel (Telecopy No. (212) 797-0407);

                  (d) if to Lucent, to it at 600-700 Mountain Avenue (Room
         7B413), Murray Hill, NJ 07974, Attention of Loan Administration
         (Telecopy No. (908) 582-4347); and

                  (e) if to any other Lender, to it at its address (or telecopy
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

                  SECTION 9.02. WAIVERS; AMENDMENTS. (a) No failure or delay by
either Agent or any Lender in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by any Loan Party therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,



                                       32
<PAGE>


and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether an Agent or any Lender may have had notice or
knowledge of such Default at the time.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by Holdings, the Borrower and the Required Lenders;
PROVIDED that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or reduce the rate of interest on such Loan, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Loan or
any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each
Lender, (v) change any of the provisions of this Section 9.02(b) or the
definition of "Required Lenders" or "Required Enforcement Lenders" or any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights thereunder or make any determination or grant
any consent thereunder, without the written consent of each Lender or (vi) so
long as any Lucent Lender has any Commitment, change Section 5.02 without the
written consent of Lucent (in addition to the consent of the Required Lenders);
PROVIDED FURTHER that no such agreement shall amend, modify or otherwise affect
the rights or duties of either Agent without the prior written consent of such
Agent. In addition, any waiver, amendment or modification to this Agreement
shall be subject to compliance with Section 8.02 of the Collateral Agency
Agreement.

                  SECTION 9.03. EXPENSES; INDEMNITY; DAMAGE WAIVER. (a) The
Borrower shall pay costs and expenses and shall indemnify the Administrative
Agent and each Lender and each Related Party of any of the foregoing Persons as
provided in Section 8.03(a) and Section 8.03(b) of the Common Agreement. Neither
the Borrower nor Holdings shall assert and each of them agrees to waive claims
and damages as provided in Section 8.03(c) of the Common Agreement. All amounts
due under this Section shall be payable as provided in Section 8.03(d) of the
Common Agreement.

                  (b) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent as provided in Section
8.03(a) and Section 8.03(b) of the Common Agreement, each Lender severally
agrees to pay to the Administrative Agent such Lender's pro rata share
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; PROVIDED that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case



                                       33
<PAGE>


may be, was incurred by or asserted against the Administrative Agent in its
capacity as such. For purposes hereof, a Lender's "pro rata share" shall be
determined based upon its share of the sum of the total outstanding Loans and
unused Commitments at the time.

                  SECTION 9.04. 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 permitted hereby, except that
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Agents and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.

                  (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); PROVIDED that
(i) except in the case of an assignment to Lucent, a Lender or an Affiliate of
Lucent or of a Lender, the Administrative Agent must give its prior written
consent to such assignment (which consent shall not be unreasonably withheld or
delayed), (ii) in the case of an assignment to any Person other than an Eligible
Assignee, the Borrower must give its prior written consent to such assignment
(which consent shall not be unreasonably withheld or delayed), (iii) except in
the case of an assignment to Lucent, a Lender or an Affiliate of Lucent or a
Lender or an assignment of the entire remaining amount of the assigning Lender's
Commitment and Loans, the amount of the Commitment and Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $1,000,000 unless the Borrower
otherwise consents, (iv) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement (except that this clause shall not prohibit the assignment
of a Fronting Commitment as contemplated by Section 2.02), except that this
clause shall not be construed to prohibit the assignment of a proportionate part
of all of the assigning Lender's rights and obligations in respect of (A) Loans
separately from (or without assigning) Commitments, (B) Commitments separately
from (or without assigning) Loans or (C) Loans or Commitments of any Class
separately from (or without assigning) Loans or Commitments of any other Class,
(v) the parties to each assignment shall execute and deliver to the
Administrative Agent with a copy to the Borrower an Assignment and Acceptance,
together with a processing and recordation fee of $3,500, (vi) the assignee, if
it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire and (vii) the assignee shall make the
representations and warranties (which shall be included in the Assignment and
Acceptance required by clause (v) above) set forth on Schedule 9.04(b), except
that the representation and warranty contained in clause (a) of the last
paragraph thereof shall only be required until an ICA Exemption Order is
obtained; PROVIDED FURTHER that any consent of the Borrower otherwise required
under this paragraph shall not be required if an Event of Default has occurred
and is continuing. Subject to acceptance and recording thereof pursuant to
paragraph (d) of this Section, from and after the effective date specified in



                                       34
<PAGE>


each Assignment and Acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 9.03). Notwithstanding the foregoing,
no assignee shall be entitled to receive any greater payment under Section 2.13
or 2.15 than the assigning Lender would have been entitled to receive as of the
date of assignment with respect to the rights assigned, unless the Borrower has
consented in writing to the assignment. Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this
paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amount of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the "REGISTER"). The entries in the Register shall be conclusive, and
Holdings, the Borrower, the Agents and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by Holdings, the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  (e) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "PARTICIPANT") in all or a portion of such Lender's rights and obligations




                                       35
<PAGE>

under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); PROVIDED that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) Holdings, the Borrower, the Agents and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and (iv) no Lender may sell any such
participation to a Competitor of Holdings and its Subsidiaries without the prior
written consent of the Borrower unless the Loans have become or been declared
immediately due and payable pursuant to Article VII. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents;
PROVIDED that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Subject to paragraph (f) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.13,
2.14 and 2.15 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 9.10 of the Collateral Agency Agreement as though it were a
Lender.

                  (f) A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.15(e) and (g)
as though it were a Lender. In addition, a Participant shall be entitled to
receive amounts under Sections 2.13 and 2.15 only to the extent that, and in no
greater amount than, the Lender selling the participation would be entitled to
receive if the participation had not been entered into or sold unless the sale
of the participation to such Participant is made with the Borrower's prior
written consent (and in any event without duplication of amounts payable to such
Lender pursuant to Section 2.13 or 2.15 after the sale of such participation
with respect to the participation sold).

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; PROVIDED that (i) no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or (whether or not a foreclosure on such rights has
been made) substitute any such pledgee or assignee for such Lender as a party
hereto and (ii) no such pledgee or assignee shall be a Competitor of Holdings
unless an Event of Default has occurred and is continuing at the time of such
pledge or assignment.



                                       36
<PAGE>

                  (h) The Borrower agrees to use its commercially reasonable
efforts to obtain an ICA Exemption Order as promptly as practicable following
the Effective Date.

                  SECTION 9.05. SURVIVAL. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that either Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid and so long
as the Commitments have not expired or terminated. The provisions of Sections
2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the
Commitments or the termination of this Agreement or any provision hereof.

                  SECTION 9.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to the
agreement of Holdings and the Borrower to cooperate with Lucent with respect to
marketing, selling or syndicating Loans and Commitments or with respect to fees
payable to Lucent or either Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

                  SECTION 9.07. SEVERABILITY. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability



                                       37
<PAGE>


of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.08. RIGHT OF SETOFF. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of Holdings or the Borrower against any of and all the obligations of Holdings
or the Borrower now or hereafter existing under this Agreement held by such
Lender, irrespective of whether or not such Lender shall have made any demand
under this Agreement and although such obligations may be unmatured. The rights
of each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

                  SECTION 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE
OF PROCESS. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                  (b) Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. To the extent permitted by law, each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that either Agent or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against Holdings or the Borrower or its properties in
the courts of any jurisdiction.

                  (c) Each of the parties hereto hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in the first sentence of
paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.



                                       38
<PAGE>

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Each of
Holdings and the Borrower hereby irrevocably designates, appoints and empowers
CT Corporation System, with offices on the date hereof at 111 Eighth Avenue,
13th Floor, New York, New York 10011, as its designee, appointee and agent to
receive and accept for and on its behalf, and in respect of its property,
service of any and all legal process, summons, notices and documents which may
be served in any action or proceeding described in paragraph (b) above. If for
any reason such designee, appointee and agent shall cease to act as such, each
of Holdings and the Borrower agrees to designate a new designee, appointee and
agent in New York City on the terms and for the purposes of this provision
reasonably satisfactory to the Administrative Agent. Nothing in this Agreement
or any other Loan Document will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

                  SECTION 9.10. WAIVERS. (a) WAIVER OF JURY TRIAL. EACH PARTY
HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER
SUPPORT DOCUMENTS OR ANY SECURED INSTRUMENT. EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, ANY
OF THE OTHER SUPPORT DOCUMENTS OR ANY SECURED INSTRUMENT, AS APPLICABLE, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

                  (b) WAIVER OF SOVEREIGN IMMUNITY. TO THE EXTENT THAT ANY PARTY
HERETO HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS, SUCH PARTY HEREBY WAIVES SUCH IMMUNITY AND AGREES NOT
TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT,
ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF THE COURTS NAMED IN SECTION 9.09(B), THAT IT IS IMMUNE FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF
OR ITS PROPERTY, OR ATTACHMENT EITHER PRIOR TO JUDGMENT OR IN AID OF EXECUTION,



                                       39
<PAGE>


BY REASON OF SOVEREIGN IMMUNITY, OR OTHERWISE, THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR ANY OTHER SUPPORT
DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY
SUCH COURTS.

                  SECTION 9.11. HEADINGS. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. CONFIDENTIALITY. Each of the Agents and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement or any other Participating Credit Agreement, (e) in connection
with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to a written agreement containing
provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of Holdings or
the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or Section 8.12 of
the Common Agreement or (ii) becomes available to either Agent or any Lender on
a nonconfidential basis from a source other than Holdings or the Borrower. For
the purposes of this Section, "INFORMATION" means all information received from
Holdings or the Borrower relating to Holdings or the Borrower or its business,
other than any such information that is publicly available or available to
either Agent or any Lender on a nonconfidential basis prior to disclosure by
Holdings or the Borrower. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

                  SECTION 9.13. INTEREST RATE LIMITATION. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively, the "CHARGES"), shall
exceed the maximum lawful rate (the "MAXIMUM RATE") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and



                                       40
<PAGE>


Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

                  SECTION 9.14. JUDGMENT CURRENCY. (a) The Borrower's
obligations hereunder and each of the Borrower's and the other Loan Parties'
obligations under the other Loan Documents to make payments in Dollars (the
"OBLIGATION CURRENCY") shall not be discharged or satisfied by any tender or
recovery pursuant to any judgment expressed in or converted into any currency
other than the Obligation Currency, except to the extent that such tender or
recovery results in the effective receipt by the Administrative Agent, the
Collateral Agent or a Lender of the full amount of the Obligation Currency
expressed to be payable to the Administrative Agent, the Collateral Agent or
such Lender under this Agreement or the other Loan Documents. If, for the
purpose of obtaining or enforcing judgment against the Borrower or any other
Loan Party in any court or in any jurisdiction, it becomes necessary to convert
into or from any currency other than the Obligation Currency (such other
currency being hereinafter referred to as the "JUDGMENT CURRENCY") an amount due
in the Obligation Currency, the conversion shall be made, at the rate of
exchange at which such Judgment Currency can be converted into the Obligation
Currency (as quoted on the applicable Reuters World Spot Page) determined, in
each case, as of 11:00 a.m., New York City time, on the date immediately
preceding the day on which the judgment is given (such Business Day being
hereinafter referred to as the "JUDGMENT CURRENCY CONVERSION DATE").

                  (b) If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of
the amount due, the Borrower covenants and agrees to pay, or cause to be paid,
such additional amounts, if any (but in any event not a lesser amount), as may
be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency that could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.

                  (c) For purposes of determining the rate of exchange for this
Section, such amounts shall include any premium and costs payable in connection
with the purchase of the Obligation Currency.



                                       41
<PAGE>












                  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.

                                   AT&T LATIN AMERICA CORP.,


                                   by
                                   -------------------------------------
                                   Name:
                                   Title:


                                   LATIN AMERICAN EQUIPMENT FINANCE, B.V.,

                                   by: ABN AMRO Trust Company (Nederland) B.V.,
                                   as its Managing Director,


                                   by
                                   -------------------------------------
                                   Name:
                                   Title:


                                   by
                                   -------------------------------------
                                   Name:
                                   Title:


                                   LUCENT TECHNOLOGIES INC.,


                                   by
                                   -------------------------------------
                                   Name:
                                   Title:


                                   BANKERS TRUST COMPANY,


                                   by
                                   -------------------------------------
                                   Name: James Portela
                                   Title:


                                   by
                                   -------------------------------------
                                   Name: David May
                                   Title:

                                       42
<PAGE>


                                                                   Schedule 2.01
                                   COMMITMENTS

                                       TRANCHE A                  TRANCHE B
LENDER                                COMMITMENT                 COMMITMENT
------                                ----------                 ----------

Lucent Technologies Inc.             $ 60,908,000                $ 30,454,000



<PAGE>
                                                         LUCENT SCHEDULE 5.02(a)


                            REFINANCED INDEBTEDNESS


                       NOTE DATE                  AMOUNT
                       ---------                  ------
                       12-01-2001          28,155,608.83
                                          --------------
                       TOTAL              $28,155,608.83
<PAGE>
                                                         LUCENT SCHEDULE 5.02(b)


                                    PAYMENTS


                         PAYMENT DATE                  AMOUNT
                         ------------                  ------

                         04-01-2001                    9,918.87
                         05-01-2001                   15,906.13
                         05-23-2001                8,969,100.00
                                                  -------------
                         TOTAL                    $8,994,925.00
                                                  =============