<PAGE>

                                                                    Exhibit 10.1

                                                                  EXECUTION COPY

                              U.S. $2,000,000,000

                     AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of September 24, 2001

                                     Among

                                  GENUITY INC.

                                  as Borrower,
                                  -----------

           THE INITIAL LENDERS AND INITIAL ISSUING BANK NAMED HEREIN

                              as Initial Lenders,
                              ------------------

                            THE CHASE MANHATTAN BANK

                            as Administrative Agent,
                            -----------------------

                          J.P. MORGAN SECURITIES INC.

                         as Arranger, and Book Manager
                         -----------------------------

                                 CITIBANK, N.A.

                             as Syndication Agent,
                             --------------------

                                      and

                           CREDIT SUISSE FIRST BOSTON

                                      and

                        DEUTSCHE BANK AG NEW YORK BRANCH

                           as Co-Documentation Agents
                           --------------------------
<PAGE>

                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01. Certain Defined Terms....................................   1

     SECTION 1.02. Computation of Time Periods..............................  15

     SECTION 1.03. Accounting Terms.........................................  15


                                   ARTICLE II

           AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTER OF CREDIT

     SECTION 2.01. The Revolving Credit Advances and the Letter of Credit...  16

     SECTION 2.02. Making the Revolving Credit Advances.....................  16

     SECTION 2.03. The Competitive Bid Advances.............................  18

     SECTION 2.04. Issuance of and Drawings and Reimbursement
      under Letters of Credit

     SECTION 2.05. Fees.....................................................  23

     SECTION 2.06. Termination, Reduction or Increase of the Commitments....  23

     SECTION 2.07. Repayment of Revolving Credit Advances and Letter
      of Credit Advances....................................................  26

     SECTION 2.08. Interest.................................................  27

     SECTION 2.09. Interest Rate Determination..............................  27

     SECTION 2.10. Optional Conversion of Revolving Credit Advances.........  29

     SECTION 2.11. Optional Prepayments of Revolving Credit Advances
      and Letter of Credit Advances.........................................  29

     SECTION 2.12. Increased Costs..........................................  29

     SECTION 2.13. Illegality...............................................  30

     SECTION 2.14. Payments and Computations................................  31

     SECTION 2.15. Taxes....................................................  32

                                       i
<PAGE>

     SECTION 2.16. Sharing of Payments, Etc.................................  34

     SECTION 2.17. Use of Proceeds..........................................  35


                                  ARTICLE III

             CONDITIONS TO EFFECTIVENESS AND LENDING AND ISSUANCES

     SECTION 3.01. Conditions Precedent to Effectiveness of
      Sections 2.01 and 2.03................................................  35

     SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing..  36

     SECTION 3.03. Conditions Precedent to Each Competitive Bid Borrowing...  36

     SECTION 3.04. Determinations Under Section 3.01........................  37


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     SECTION 4.01. Representations and Warranties of the Borrower............ 37


                                   ARTICLE V

                           COVENANTS OF THE BORROWER

     SECTION 5.01. Affirmative Covenants....................................  39

     SECTION 5.02. Negative Covenants.......................................  42

     SECTION 5.03. Financial Covenant.......................................  44


                                   ARTICLE VI

                               EVENTS OF DEFAULT

     SECTION 6.01. Events of Default........................................  44


                                  ARTICLE VII

                                   THE AGENT

     SECTION 7.01. Authorization and Action.................................  47

     SECTION 7.02. Agent's Reliance, Etc....................................  47

     SECTION 7.03. Chase and Affiliates.....................................  48

     SECTION 7.04. Lender Credit Decision...................................  48

     SECTION 7.05. Indemnification..........................................  48

     SECTION 7.06. Successor Agent..........................................  48

     SECTION 7.07. Other Agents.............................................  49

                                      ii
<PAGE>

                                  ARTICLE VIII

                                 MISCELLANEOUS

     SECTION 8.01. Amendments, Etc..........................................  50

     SECTION 8.02. Notices, Etc.............................................  51

     SECTION 8.03. No Waiver; Remedies......................................  51

     SECTION 8.04. Costs and Expenses.......................................  51

     SECTION 8.05. Right of Set-off.........................................  53

     SECTION 8.06. Binding Effect...........................................  53

     SECTION 8.07. Assignments and Participations...........................  53

     SECTION 8.08. Governing Law............................................  57

     SECTION 8.09. Execution in Counterparts................................  57

     SECTION 8.10. Jurisdiction, Etc........................................  57

     SECTION 8.11. No Liability of Issuing Bank

     SECTION 8.12. Waiver of Jury Trial.....................................  58

                                      iii
<PAGE>

Schedules
---------

Schedule I        -  List of Applicable Lending Offices

Schedule 5.02(a)  -  Existing Liens

Exhibits
--------

Exhibit A-1       -  Form of Revolving Credit Note

Exhibit A-2       -  Form of Competitive Bid Note

Exhibit B-1       -  Form of Notice of Revolving Credit Borrowing

Exhibit B-2       -  Form of Notice of Competitive Bid Borrowing

Exhibit C         -  Form of Assignment and Acceptance

Exhibit D         -  Form of Assumption Agreement

Exhibit E         -  Form of Opinion of Counsel for the Borrower

Exhibit F         -  Form of Guaranty


                                      iv
<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of September 24, 2001

      Genuity Inc., a Delaware corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders (the "Initial Lenders")
listed on the signature pages hereof as lenders, the bank (the "Initial Issuing
Bank" and together with the Initial Lenders, the "Initial Lender Parties")
listed on the signature pages hereof as the Initial Issuing Bank, The Chase
Manhattan Bank ("Chase"), as administrative agent (in such capacity, the
"Agent") for the Lender Parties (as hereinafter defined), J.P. Morgan Securities
Inc., as arranger (the "Arranger"), Citibank, N.A., as syndication agent, and
Credit Suisse First Boston and Deutsche Bank AG New York Branch, as co-
documentation agents, agree as follows:

      PRELIMINARY STATEMENTS.

      1. The Borrower is party to the Five Year Credit Agreement dated as of
September 5, 2000 (the "Existing Credit Agreement") with the lenders parties
thereto, the Agent, Chase Securities, Inc., as arranger, Citibank, N.A., as
syndication agent, and Credit Suisse First Boston and Deutsche Bank AG New York
Branch, as co-documentation agents.

      2. The Borrower has requested that the Lenders enter into this Amended and
Restated Credit Agreement (the "Agreement") to amend and restate the Existing
Credit Agreement and the Lenders have indicated their willingness to so amend
and restate the Existing Credit Agreement upon the terms and conditions stated
herein.

      NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreement contained herein, the parties hereto hereby agree as
follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

            "Advance" means a Revolving Credit Advance, a Competitive Bid
      Advance or a Letter of Credit Advance.

            "Affiliate" means, as to any Person, any other Person that, directly
      or indirectly, controls, is controlled by or is under common control with
      such Person or is a director or officer of such Person. For purposes of
      this definition, the term "control" (including the terms "controlling",
      "controlled by" and "under common control with") of a Person means the
      possession, direct or indirect, of the power to vote 5% or more of the
      Voting Stock of such Person or to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of
      Voting Stock, by contract or otherwise.
<PAGE>

            "Agent's Account" means the account of the Agent maintained by the
      Agent at Chase with its office at 270 Park Avenue, New York, New York
      10017, Account No. __________, Attention: __________.

            "Applicable Lending Office" means, with respect to each Lender, such
      Lender's Domestic Lending Office in the case of a Base Rate Advance and
      such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate
      Advance and, in the case of a Competitive Bid Advance, the office of such
      Lender notified by such Lender to the Agent as its Applicable Lending
      Office with respect to such Competitive Bid Advance.

            "Applicable Margin" means, as of any date, a percentage per annum
      determined by reference to the Performance Level in effect on such date as
      set forth below:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Performance Level            Applicable Margin for       Applicable Margin for
                               Base Rate Advances       Eurodollar Rate Advances
--------------------------------------------------------------------------------
<S>                          <C>                        <C>
Level 1                             0.000%                        0.220%
-------------------------------------------------------------------------------
Level 2                             0.000%                        0.285%
--------------------------------------------------------------------------------
Level 3                             0.000%                        0.300%
--------------------------------------------------------------------------------
Level 4                             0.000%                        0.375%
--------------------------------------------------------------------------------
Level 5                             0.000%                        0.475%
--------------------------------------------------------------------------------
Level 6                             0.000%                        0.550%
--------------------------------------------------------------------------------
Level 7                             0.000%                        1.000%
-------------------------------------------------------------------------------
Level 8                             0.000%                        1.355%
--------------------------------------------------------------------------------
Level 9                             0.000%                        1.750%
--------------------------------------------------------------------------------
Level 10                            0.000%                        2.250%
--------------------------------------------------------------------------------
Level 11                            0.000%                        2.750%
--------------------------------------------------------------------------------
Level 12                            0.000%                        3.250%
--------------------------------------------------------------------------------
</TABLE>

          "Applicable Percentage" means, as of any date, a percentage per annum
     determined by reference to the Performance Level in effect on such date as
     set forth below:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

              Performance Level                                  Applicable
                                                                 Percentage
--------------------------------------------------------------------------------
<S>                                                              <C>
Level 1                                                             0.080%
--------------------------------------------------------------------------------
Level 2                                                             0.090%
--------------------------------------------------------------------------------
Level 3                                                             0.100%
--------------------------------------------------------------------------------
Level 4                                                             0.125%
--------------------------------------------------------------------------------
Level 5                                                             0.150%
--------------------------------------------------------------------------------
Level 6                                                             0.200%
--------------------------------------------------------------------------------
Level 7                                                             0.250%
--------------------------------------------------------------------------------
Level 8                                                             0.375%
--------------------------------------------------------------------------------
Level 9                                                              0.50%
--------------------------------------------------------------------------------
Level 10                                                             0.50%
--------------------------------------------------------------------------------
Level 11                                                             0.50%
--------------------------------------------------------------------------------
Level 12                                                             0.50%
--------------------------------------------------------------------------------
</TABLE>

                                       2
<PAGE>

           "Assignment and Acceptance" means an assignment and acceptance
     entered into by a Lender and an Eligible Assignee, and accepted by the
     Agent, in substantially the form of Exhibit C hereto.

          "Assuming Lender" means an Eligible Assignee not previously a Lender
     that becomes a Lender hereunder pursuant to Section 2.06(b).

          "Assumption Agreement" means an agreement in substantially the form of
     Exhibit D hereto by which an Eligible Assignee agrees to become a Lender
     hereunder pursuant to Section 2.06(b), in each case agreeing to be bound by
     all obligations of a Lender hereunder.

          "Available Amount" of any Letter of Credit means, at any time, the
     maximum amount available to be drawn under such Letter of Credit at such
     time as set forth in Section 2.01(b) (assuming compliance at such time with
     all conditions to drawing).

          "Base Rate" means a fluctuating interest rate per annum in effect from
     time to time, which rate per annum shall at all times be equal to the
     higher of:

               (a) the rate of interest announced publicly by Chase in New York,
          New York, from time to time, as Chase's prime rate that is offered to
          its customers generally (before giving effect to any applicable
          margin); and

               (b) 1/2 of 1% per annum above the Federal Funds Rate.

          "Base Rate Advance" means a Revolving Credit Advance or a Letter of
     Credit Advance that bears interest as provided in Section 2.08(a)(i).

          "Borrowing" means a Revolving Credit Borrowing or a Competitive Bid
     Borrowing.

          "Business Day" means a day of the year on which banks are not required
     or authorized by law to close in New York City, provided that, if the
     applicable Business Day relates to any Eurodollar Rate Advances, "Business
     Day" means a day of the year on which banks are not required or authorized
     by law to close in New York City and on which dealings are carried on in
     the London interbank market.

          "Commitment" means a Revolving Commitment or a Letter of Credit
     Commitment.

          "Commitment Date" has the meaning specified in Section 2.06(b)(i).

          "Commitment Increase" has the meaning specified in Section 2.06(b)(i).

                                       3
<PAGE>

          "Competitive Bid Advance" means an advance by a Lender to the Borrower
     as part of a Competitive Bid Borrowing resulting from the competitive
     bidding procedure described in Section 2.03 and refers to a Fixed Rate
     Advance or a LIBO Rate Advance.

          "Competitive Bid Borrowing" means a borrowing consisting of
     simultaneous Competitive Bid Advances from each of the Lenders whose offer
     to make one or more Competitive Bid Advances as part of such borrowing has
     been accepted under the competitive bidding procedure described in Section
     2.03.

          "Competitive Bid Note" means a promissory note of the Borrower payable
     to the order of any Lender, in substantially the form of Exhibit A-2
     hereto, evidencing the indebtedness of the Borrower to such Lender
     resulting from a Competitive Bid Advance made by such Lender.

          "Consolidated" refers to the consolidation of accounts in accordance
     with GAAP.

          "Contributed Capital" as of any date means the sum, without
     duplication, of (a) capital attributed to the Borrower's Class A Common
     Stock, (b) capital attributed to the Borrower's Class B Common Stock, (c)
     additional paid-in capital and (d) all other equity issued by the Borrower
     and retained for use in its operations, in each case as presented on the
     most recent Consolidated balance sheet of the Borrower delivered in
     accordance with Section 5.01(i), provided, that with respect to any equity
     issued in connection with an acquisition, such equity shall be deemed to be
     in an amount equal to the fair market value of such equity at the date of
     such acquisition.

          "Conversion", "Convert" and "Converted" each refers to a conversion of
     Revolving Credit Advances of one Type into Revolving Credit Advances of the
     other Type pursuant to Section 2.09 or 2.10.

          "Debt" of any Person means, without duplication, (a) all indebtedness
     of such Person for borrowed money, (b) all obligations of such Person for
     the deferred purchase price of property or services (other than trade
     payables incurred in the ordinary course of such Person's business for
     which collection proceedings have not been commenced, provided that trade
     payables for which collection proceedings have commenced shall not be
     included in the term "Debt" so long as the payment of such trade payables
     is being contested in good faith and by proper proceedings and for which
     appropriate reserves are being maintained), (c) all obligations of such
     Person evidenced by notes, bonds, debentures or other similar instruments,
     (d) all obligations of such Person created or arising under any conditional
     sale or other similar title retention agreement with respect to property
     acquired by such Person (even though the rights and remedies of the seller
     or lender under such agreement in the event of default are limited to
     repossession or sale of such property), (e) all obligations of such Person
     as lessee under leases that have been, in accordance with GAAP, recorded as
     capital leases, (f) all obligations of such Person in respect of
     acceptances, letters of credit or similar extensions of credit, (g) all net
     obligations of such Person in respect of Hedge Agreements, (h) all Debt of
     others referred to in clauses (a) through (g) above or clause (i) below
     guaranteed directly, or indirectly through a Subsidiary, by such Person, or
     in effect guaranteed directly,

                                       4
<PAGE>

     or indirectly through a Subsidiary, by such Person through a written
     agreement either (1) to pay or purchase such Debt or to advance or supply
     funds for the payment or purchase of such Debt or (2) to purchase, sell or
     lease (as lessee or lessor) property, or to purchase or sell services,
     primarily for the purpose of enabling the debtor to make payment of such
     Debt or to assure the holder of such Debt against loss, and (i) all Debt
     referred to in clauses (a) through (h) above secured by (or for which the
     holder of such Debt has an existing right, contingent or otherwise, to be
     secured by) any Lien on property (including, without limitation, accounts
     and contract rights) owned by such Person, even though such Person has not
     assumed or become liable for the payment of such Debt.

          "Default" means any Event of Default or any event that would
     constitute an Event of Default but for the requirement that notice be given
     or time elapse or both.

          "Domestic Lending Office" means, with respect to any Lender, the
     office of such Lender specified as its "Domestic Lending Office" opposite
     its name on Schedule I hereto or in the Assumption Agreement or the
     Assignment and Acceptance pursuant to which it became a Lender, or such
     other office of such Lender as such Lender may from time to time specify to
     the Borrower and the Agent.

          "Domestic Subsidiary" means a Subsidiary that is organized under the
     laws of any political subdivision of the United States.

          "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
     (c) a commercial bank organized under the laws of the United States, or any
     State thereof, and having total assets in excess of $5,000,000,000; (d) a
     savings and loan association or savings bank organized under the laws of
     the United States, or any State thereof, and having total assets in excess
     of $5,000,000,000; (e) a commercial bank organized under the laws of any
     other country that is a member of the Organization for Economic Cooperation
     and Development or has concluded special lending arrangements with the
     International Monetary Fund associated with its General Arrangements to
     Borrow or of the Cayman Islands, or a political subdivision of any such
     country, and having total assets in excess of $5,000,000,000 so long as
     such bank is acting through a branch or agency located in the United States
     or in the country in which it is organized or another country that is
     described in this clause (e); (f) the central bank of any country that is a
     member of the Organization for Economic Cooperation and Development; or (g)
     any other Person approved by the Agent and the Borrower, such approval not
     to be unreasonably withheld; provided, however, that neither the Borrower
     nor any Affiliate of any of the Borrower shall qualify as an Eligible
     Assignee.

          "Environmental Action" means any action, suit, demand, demand letter,
     claim, notice of non-compliance or violation, notice of liability or
     potential liability, investigation, proceeding, consent order or consent
     agreement relating in any way to any Environmental Law, Environmental
     Permit or Hazardous Materials or arising from alleged injury or threat of
     injury to health, safety or the environment, including, without limitation,
     (a) by any governmental or regulatory authority for enforcement, cleanup,
     removal, response, remedial or other actions or damages and (b) by any
     governmental or

                                       5
<PAGE>

     regulatory authority or any third party for damages, contribution,
     indemnification, cost recovery, compensation or injunctive relief.

          "Environmental Law" means any federal, state, local or foreign
     statute, law, ordinance, rule, regulation, code, order, judgment, decree or
     judicial or agency interpretation, policy or guidance relating to pollution
     or protection of the environment, health, safety or natural resources,
     including, without limitation, those relating to the use, handling,
     transportation, treatment, storage, disposal, release or discharge of
     Hazardous Materials.

          "Environmental Permit" means any permit, approval, identification
     number, license or other authorization required under any Environmental
     Law.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.

          "ERISA Affiliate" means any Person that for purposes of Title IV of
     ERISA is a member of the Borrower's controlled group, or under common
     control with the Borrower, within the meaning of Section 414 of the
     Internal Revenue Code.

          "ERISA Event" means (a) the occurrence of a reportable event, within
     the meaning of Section 4043 of ERISA, with respect to any Plan unless the
     30-day notice requirement with respect to such event has been waived by the
     PBGC; (b) the application for a minimum funding waiver with respect to a
     Plan; (c) the provision by the administrator of any Plan of a notice of
     intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA
     (including any such notice with respect to a plan amendment referred to in
     Section 4041(e) of ERISA); (d) the cessation of operations at a facility of
     the Borrower or any ERISA Affiliate in the circumstances described in
     Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA
     Affiliate from a Multiple Employer Plan during a plan year for which it was
     a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the
     imposition of a lien under Section 302(f) of ERISA with respect to any
     Plan; (g) the adoption of an amendment to a Plan requiring the provision of
     security to such Plan pursuant to Section 307 of ERISA; or (h) the
     institution by the PBGC of proceedings to terminate a Plan pursuant to
     Section 4042 of ERISA, or the occurrence of any event or condition
     described in Section 4042 of ERISA that is reasonably expected to result in
     the termination of, or the appointment of a trustee to administer, a Plan.

          "Eurocurrency Liabilities" has the meaning assigned to that term in
     Regulation D of the Board of Governors of the Federal Reserve System, as in
     effect from time to time.

          "Eurodollar Lending Office" means, with respect to any Lender, the
     office of such Lender specified as its "Eurodollar Lending Office" opposite
     its name on Schedule I hereto or in the Assumption Agreement or the
     Assignment and Acceptance pursuant to which it became a Lender (or, if no
     such office is specified, its Domestic Lending

                                       6
<PAGE>

     Office), or such other office of such Lender as such Lender may from time
     to time specify to the Borrower and the Agent.

          "Eurodollar Rate" means, for any Interest Period for each Eurodollar
     Rate Advance comprising part of the same Revolving Credit Borrowing, an
     interest rate per annum equal to the rate per annum obtained by dividing
     (a) the average (rounded upward to the nearest whole multiple of 1/16 of 1%
     per annum, if such average is not such a multiple) of the rate per annum at
     which deposits in U.S. dollars are offered by the principal office of each
     of the Reference Banks in London, England to prime banks in the London
     interbank market at 11:00 A.M. (London time) two Business Days before the
     first day of such Interest Period in an amount approximately equal to such
     Reference Bank's pro rata share of the contemplated Eurodollar Rate Advance
     comprising part of such Revolving Credit Borrowing to be outstanding during
     such Interest Period and for a period equal to such Interest Period by (b)
     a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for
     such Interest Period. The Eurodollar Rate for any Interest Period for each
     Eurodollar Rate Advance comprising part of the same Revolving Credit
     Borrowing shall be determined by the Agent on the basis of applicable rates
     furnished to and received by the Agent from the Reference Banks two
     Business Days before the first day of such Interest Period, subject,
     however, to the provisions of Section 2.09.

          "Eurodollar Rate Advance" means a Revolving Credit Advance that bears
     interest as provided in Section 2.08(a)(ii).

          "Eurodollar Rate Reserve Percentage" for any Interest Period for all
     Eurodollar Rate Advances or LIBO Rate Advances comprising part of the same
     Borrowing means the reserve percentage applicable two Business Days before
     the first day of such Interest Period under regulations issued from time to
     time by the Board of Governors of the Federal Reserve System (or any
     successor) for determining the maximum reserve requirement (including,
     without limitation, any emergency, supplemental or other marginal reserve
     requirement) for a member bank of the Federal Reserve System in New York
     City with respect to liabilities or assets consisting of or including
     Eurocurrency Liabilities (or with respect to any other category of
     liabilities that includes deposits by reference to which the interest rate
     on Eurodollar Rate Advances or LIBO Rate Advances is determined) having a
     term equal to such Interest Period.

          "Events of Default" has the meaning specified in Section 6.01.

          "Existing Credit Agreement" has the meaning specified in the
     preliminary statements to this Agreement.

          "Federal Funds Rate" means, for any period, a fluctuating interest
     rate per annum equal for each day during such period to the weighted
     average of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding 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 of the

                                       7
<PAGE>

     quotations for such day on such transactions received by the Agent from
     three Federal funds brokers of recognized standing selected by it.

          "Fixed Rate Advances" has the meaning specified in Section 2.03(a)(i).

          "GAAP" has the meaning specified in Section 1.03.

          "Guaranty" has the meaning specified in Section 5.01(j).

          "Hazardous Materials" means (a) petroleum and petroleum products,
     byproducts or breakdown products, radioactive materials, asbestos-
     containing materials, polychlorinated biphenyls and radon gas and (b) any
     other chemicals, materials or substances designated, classified or
     regulated as hazardous or toxic or as a pollutant or contaminant under any
     Environmental Law.

          "Hedge Agreements" means interest rate swap, cap or collar agreements,
     interest rate future or option contracts, currency swap agreements,
     currency future or option contracts and other similar agreements.

          "Increase Date" has the meaning specified in Section 2.06(b)(i).

          "Increasing Lender" has the meaning specified in Section 2.06(b)(i).

          "Initial Issuing Bank", "Initial Lender Parties" and "Initial Lenders"
     each has the meaning specified in the recital of parties to this Agreement.

          "Interest Period" means, for each Eurodollar Rate Advance comprising
     part of the same Revolving Credit Borrowing and each LIBO Rate Advance
     comprising part of the same Competitive Bid Borrowing, the period
     commencing on the date of such Eurodollar Rate Advance or LIBO Rate Advance
     or the date of the Conversion of any Base Rate Advance into such Eurodollar
     Rate Advance and ending on the last day of the period selected by the
     Borrower pursuant to the provisions below and, thereafter, with respect to
     Eurodollar Rate Advances, each subsequent period commencing on the last day
     of the immediately preceding Interest Period and ending on the last day of
     the period selected by the Borrower pursuant to the provisions below. The
     duration of each such Interest Period shall be one, two, three or six
     months, as the Borrower may, upon notice received by the Agent not later
     than 11:00 A.M. (New York City time) on the third Business Day prior to the
     first day of such Interest Period, select; provided, however, that:

                  (i) the Borrower may not select any Interest Period that ends
            after the Termination Date;

                  (ii) Interest Periods commencing on the same date for
            Eurodollar Rate Advances comprising part of the same Revolving
            Credit Borrowing or for LIBO Rate Advances comprising part of the
            same Competitive Bid Borrowing shall be of the same duration;

                                       8
<PAGE>

                  (iii) whenever the last day of any Interest Period would
            otherwise occur on a day other than a Business Day, the last day of
            such Interest Period shall be extended to occur on the next
            succeeding Business Day, provided, however, that, if such extension
            would cause the last day of such Interest Period to occur in the
            next following calendar month, the last day of such Interest Period
            shall occur on the next preceding Business Day; and

                  (iv) whenever the first day of any Interest Period occurs on a
            day of an initial calendar month for which there is no numerically
            corresponding day in the calendar month that succeeds such initial
            calendar month by the number of months equal to the number of months
            in such Interest Period, such Interest Period shall end on the last
            Business Day of such succeeding calendar month.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.

          "Issuing Bank" means the Initial Issuing Bank or any Eligible Assignee
     to which 100% of the Letter of Credit Commitment hereunder has been
     assigned pursuant to Section 8.07 so long as such Eligible Assignee
     expressly agrees to perform in accordance with their terms all of the
     obligations that by the terms of this Agreement are required to be
     performed by it as the Issuing Bank and notifies the Agent of its
     Applicable Lending Office (which information shall be recorded by the Agent
     in the Register), for so long as the Initial Issuing Bank or Eligible
     Assignee, as the case may be, shall have a Letter of Credit Commitment.

          "L/C Cash Collateral Account" means an interest bearing cash
     collateral account to be established and maintained by the Agent, over
     which the Agent shall have sole dominion and control, upon terms as may be
     satisfactory to the Agent.

          "L/C Related Documents" has the meaning specified in Section
     2.07(b)(ii)(A).

          "Lender Party" means any Lender or the Issuing Bank.

          "Lenders" means the Initial Lenders and each Person that shall become
     a party hereto pursuant to Section 2.06(b) or Section 8.07(a), (b) and (c).

          "Letter of Credit Advance" means an advance made by the Issuing Bank
     pursuant to Section 2.04(c).

          "Letter of Credit Agreement" has the meaning specified in Section
     2.04(a).

          "Letter of Credit Commitment" means, with respect to the Issuing Bank
     at any time, the amount set forth opposite the Issuing Bank's name on the
     signature pages hereto under the caption "Letter of Credit Commitment" or,
     if the Issuing Bank has entered into one or more Assignment and
     Acceptances, set forth for the Issuing Bank in the Register maintained by
     the Agent pursuant to Section 8.07(d) as the Issuing Bank's "Letter of
     Credit Commitment", as such amount may be reduced at or prior to such time
     pursuant to Section 2.06.

                                       9
<PAGE>

          "Letter of Credit Facility" means, at any time, an amount equal to the
     lesser of (a) the amount of the Issuing Bank's Letter of Credit Commitment
     at such time and (b) $2,000,000,000, as such amount may be reduced at or
     prior to such time pursuant to Section 2.06.

          "Letters of Credit" has the meaning specified in Section 2.01(b).

          "LIBO Rate" means, for any Interest Period for all LIBO Rate Advances
     comprising part of the same Competitive Bid Borrowing, an interest rate per
     annum equal to the average (rounded upward to the nearest whole multiple of
     1/16 of 1% per annum, if such average is not such a multiple) of the rate
     per annum at which deposits in U.S. dollars are offered to the principal
     office of each of the Reference Banks in London, England by prime banks in
     the London interbank market at 11:00 A.M. (London time) two Business Days
     before the first day of such Interest Period in an amount substantially
     equal to the amount that would be such Reference Bank's ratable share of
     such Borrowing if such Borrowing were to be a Revolving Credit Borrowing to
     be outstanding during such Interest Period and for a period equal to such
     Interest Period. The LIBO Rate for any Interest Period for each LIBO Rate
     Advance comprising part of the same Competitive Bid Borrowing shall be
     determined by the Agent on the basis of applicable rates furnished to and
     received by the Agent from the Reference Banks two Business Days before the
     first day of such Interest Period, subject, however, to the provisions of
     Section 2.09.

          "LIBO Rate Advances" has the meaning specified in Section 2.03(a)(i).

          "Lien" means any lien, security interest or other charge or
     encumbrance of any kind.

          "Material Adverse Change" means any material adverse change in the
     business, condition (financial or otherwise), operations, performance,
     properties or prospects of the Borrower or the Borrower and its
     Subsidiaries taken as a whole.

          "Material Adverse Effect" means a material adverse effect on (a) the
     ability of the Borrower to conduct its business on substantially the same
     basis as conducted on the Restatement Effective Date or (b) the ability of
     the Borrower to service its Debt obligations on a timely basis.

          "Material Subsidiary" means each Domestic Subsidiary of the Borrower
     to which as of the end of any fiscal quarter is attributed 6% of more of
     the Consolidated total revenues or sales of the Borrower and its
     Subsidiaries, as shown on the Consolidated financial statements of the
     Borrower and its Subsidiaries for such fiscal quarter or, in the case of
     any Subsidiary of the Borrower that is acquired or is merged with or into
     any other Subsidiary of the Borrower, determined by reference to the pro
     forma financial statements of the Borrower and its Subsidiaries prepared in
     accordance with GAAP as of the most recent fiscal quarter of the Borrower,
     giving effect to such acquisition or merger as if such transaction had been
     consummated as of the first day of such fiscal quarter.

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

                                       10
<PAGE>

          "Multiemployer Plan" means a multiemployer plan, as defined in Section
     4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making
     or accruing an obligation to make contributions, or has within any of the
     preceding five plan years made or accrued an obligation to make
     contributions.

          "Multiple Employer Plan" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
     Borrower or any ERISA Affiliate and at least one Person other than the
     Borrower and the ERISA Affiliates or (b) was so maintained and in respect
     of which the Borrower or any ERISA Affiliate could have liability under
     Section 4064 or 4069 of ERISA in the event such plan has been or were to be
     terminated.

          "Note" means a Revolving Credit Note or a Competitive Bid Note.

          "Notice of Competitive Bid Borrowing" has the meaning specified in
     Section 2.03(a)(i).

          "Notice of Issuance" has the meaning specified in Section 2.04(a).

          "Notice of Revolving Credit Borrowing" has the meaning specified in
     Section 2.02(a).

          "Other Taxes" has the meaning specified in Section 2.15(b).

          "PBGC" means the Pension Benefit Guaranty Corporation (or any
     successor).

          "Performance Level" means, as of any date of the determination, the
     level set forth below as then in effect for the Borrower, as determined in
     accordance with the following provisions of this definition:

          Level 1:  Public Debt Rating of not lower than A+ by S&P or not
                    lower than A1 by Moody's.

          Level 2:  Public Debt Rating of lower than Level 1 but not lower
                    than A by S&P or not lower than A2 by Moody's.

          Level 3:  Public Debt Rating of lower than Level 2 but not lower
                    than A- by S&P or not lower than A3 by Moody's.

          Level 4:  Public Debt Rating of lower than Level 3 but not lower
                    than BBB+ by S&P or not lower than Baa1 by Moody's.

          Level 5:  Public Debt Rating of lower than Level 4 but not lower
                    than BBB by S&P or not lower than Baa2 by Moody's.

          Level 6:  Public Debt Rating of lower than Level 5 but not lower
                    than BBB- by S&P or not lower than Baa3 by Moody's.

                                       11
<PAGE>

          Level 7:  Public Debt Rating of lower than Level 6 but not lower
                    than BB+ by S&P or not lower than Ba1 by Moody's.

          Level 8:  Public Debt Rating of lower than Level 7 but not lower
                    than BB by S&P or not lower than Ba2 by Moody's.

          Level 9:  Public Debt Rating of lower than Level 8 but not lower
                    than BB- by S&P or not lower than Ba3 by Moody's.

          Level 10: Public Debt Rating of lower than Level 9 but not lower
                    than B+ by S&P or not lower than B1 by Moody's.

          Level 11: Public Debt Rating of lower than Level 10 but not lower
                    than B by S&P or not lower than B2 by Moody's.

          Level 12: Public Debt Rating of lower than Level 11 or no Public
                    Debt Rating available.

          For purposes of the foregoing, (a) if only one of S&P and Moody's
     shall have in effect a Public Debt Rating, the Performance Level shall be
     determined by reference to the available rating and (b) if the Public Debt
     Ratings established by S&P and Moody's shall fall within different
     Performance Levels, the Performance Level shall be based upon the higher
     rating, unless the ratings differ by more than one Performance Level, in
     which case the Performance Level shall be determined by reference to the
     midpoint of the two Performance Levels, or in the case that such midpoint
     is not at a Performance Level, at the Performance Level immediately above
     such midpoint.

          "Permitted Liens" means, with respect to any Person, (a) Liens for
     taxes, assessments and governmental charges and levies to the extent not
     required to be paid under Section 5.01(b) hereof; (b) pledges or deposits
     to secure obligations under workers' compensation laws or similar
     legislation, unemployment insurance, old age pensions or other social
     security; (c) pledges or deposits to secure performance in connection with
     bids, tenders, contracts (other than contracts for the payment of money) or
     leases to which such Person is a party; (d) deposits to secure public or
     statutory obligations of such Person; (e) materialmen's, mechanics',
     carriers', workers', repairmen's or other like Liens in the ordinary course
     of business, or deposits to obtain the release of such Liens to the extent
     such Liens, in the aggregate, would not have a Material Adverse Effect; (f)
     deposits to secure surety and appeal bonds to which such Person is a party;
     (g) pledges or deposits to secure indemnity, performance or other similar
     bonds in the ordinary course of business; (h) other pledges or deposits for
     similar purposes in the ordinary course of business, including pledges and
     deposits in connection with insurance maintenance in accordance with
     Section 5.01(c); (i) Liens created by or resulting from any litigation or
     legal proceeding which at the time is currently being contested in good
     faith by appropriate proceedings; (j) leases made, or existing on property
     acquired, in the ordinary course of business; (k) landlord's Liens under
     leases to which such Person is a party; (l) zoning restrictions, easements,
     licenses, restrictions on the use of real property or minor irregularities
     in title thereto, which do not materially impair the use of such property
     in the operation of the business of such Person or the value or such

                                       12
<PAGE>

     property for the purpose of such business; and (m) restrictions under
     federal, state and foreign securities laws on the transfer of securities.

          "Person" means an individual, partnership, corporation (including a
     business trust), joint stock company, trust, unincorporated association,
     joint venture, limited liability company or other entity, or a government
     or any political subdivision or agency thereof.

          "Plan" means a Single Employer Plan or a Multiple Employer Plan.

          "Pro Rata Share" of any amount means, with respect to any Lender at
     any time, the product of such amount times a fraction the numerator of
     which is the amount of such Lender's Revolving Commitment at such time (or,
     if the Revolving Commitments shall have been terminated pursuant to Section
     2.06 or 6.01, such Lender's Revolving Commitment as in effect immediately
     prior to such termination) and the denominator of which is the aggregate
     amount of all Revolving Commitments at such time (or, if the Revolving
     Commitments shall have been terminated pursuant to Section 2.06 or 6.01,
     the aggregate amount of all Revolving Commitments as in effect immediately
     prior to such termination).

          "Public Debt Rating" means, as of any date, the lowest rating that has
     been most recently announced by any of S&P or Moody's, as the case may be,
     for any class of non-credit enhanced long-term senior unsecured debt issued
     by the Borrower. For purposes of the foregoing, (a) if any rating
     established by S&P or Moody's shall be changed, such change shall be
     effective as of the date on which such change is first announced publicly
     by the rating agency making such change; and (b) if S&P or Moody's shall
     change the basis on which ratings are established, each reference to the
     Public Debt Rating announced by S&P or Moody's, as the case may be, shall
     refer to the then equivalent rating by S&P or Moody's, as the case may be.

          "Reference Banks" means initially, Chase and Citibank, N.A., or, if
     less than two of such banks are able to furnish timely information in
     accordance with Section 2.09, any other commercial bank designated by the
     Borrower and approved by the Required Lenders as constituting a "Reference
     Bank" hereunder.

          "Register" has the meaning specified in Section 8.07(d).

          "Reimbursement Agreement" has the meaning specified in Section
     2.04(c).

          "Required Lenders" means at any time Lenders owed at least a majority
     in interest of the sum of (a) the aggregate unpaid principal amount of the
     Revolving Credit Advances outstanding at such time and (b) the aggregate
     unpaid principal amount of all Letter of Credit Advances outstanding at
     such time, or, if no such principal amount is outstanding at such time,
     Lenders having at least a majority in interest of the Revolving
     Commitments.

          "Requisite Amount" has the meaning specified in Section 6.01(d).

                                       13
<PAGE>

          "Restatement Effective Date" has the meaning specified in Section
     3.01.

          "Revolving Commitment" means, with respect to any Lender at any time,
     the amount set forth opposite such Lender's name on the signature pages
     hereto under the caption "Revolving Commitment" or, if such Lender has
     entered into one or more Assignment and Acceptances, set forth for such
     Lender in the Register maintained by the Agent pursuant to Section 8.07(d)
     as such Lender's "Revolving Commitment", as such amount may be reduced at
     or prior to such time pursuant to Section 2.06.

          "Revolving Credit Advance" means an advance by a Lender to the
     Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate
     Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of
     Revolving Credit Advance).

          "Revolving Credit Borrowing" means a borrowing consisting of
     simultaneous Revolving Credit Advances of the same Type made by each of the
     Lenders pursuant to Section 2.01.

          "Revolving Credit Facility" means, at any time, the aggregate of the
     Revolving Commitments at such time.

          "Revolving Credit Note" means a promissory note of the Borrower
     payable to the order of any Lender, in substantially the form of Exhibit A-
     1 hereto, evidencing the aggregate indebtedness of the Borrower to such
     Lender resulting from the Revolving Credit Advances and Letter of Credit
     Advances made by such Lender.

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

          "Single Employer Plan" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
     Borrower or any ERISA Affiliate and no Person other than the Borrower and
     the ERISA Affiliates or (b) was so maintained and in respect of which the
     Borrower or any ERISA Affiliate could have liability under Section 4069 of
     ERISA in the event such plan has been or were to be terminated.

          "Subsidiary" of any Person means any corporation, partnership, joint
     venture, limited liability company, trust or estate of which (or in which)
     more than 50% of (a) the issued and outstanding capital stock having
     ordinary voting power to elect a majority of the Board of Directors of such
     corporation (irrespective of whether at the time capital stock of any other
     class or classes of such corporation shall or might have voting power upon
     the occurrence of any contingency), (b) the interest in the capital or
     profits of such limited liability company, partnership or joint venture or
     (c) the beneficial interest in such trust or estate, is at the time
     directly or indirectly owned or controlled by such Person, by such Person
     and one or more of its other Subsidiaries or by one or more of such
     Person's other Subsidiaries.

          "Taxes" has the meaning specified in Section 2.15(a).

                                       14
<PAGE>

          "Termination Date" means, subject to the provisions of Section 2.06,
     the earliest of (a) September 5, 2005, (b) the date that is three months
     before any scheduled expiration of the Verizon Option and (c) the date of
     termination in whole of the Revolving Commitments pursuant to Section 2.06
     or 6.01; provided that the date set forth in clause (a) above shall be
     automatically amended to September 5, 2006 upon the exercise of the Verizon
     Option.

          "Unused Commitment" means, with respect to each Lender at any time,
     (a) such Lender's Revolving Commitment at such time minus (b) the sum of
     (i) the aggregate principal amount of all Revolving Credit Advances and
     Letter of Credit Advances made by such Lender (in its capacity as a Lender)
     and outstanding at such time, plus (ii) such Lender's Pro Rata Share of (A)
     the aggregate Available Amount of the all Letters of Credit outstanding at
     such time, (B) the aggregate principal amount of all Letter of Credit
     Advances made by the Issuing Bank pursuant to Section 2.04(c) and
     outstanding at such time and (C) the aggregate principal amount of
     Competitive Bid Advances then outstanding.

          "Usage" means, at any time the sum of the aggregate principal amount
     of the Advances then outstanding plus the Available Amount of the
     outstanding Letters of Credit.

          "Verizon" means Verizon Communications Inc. (as the survivor of the
     merger of GTE Corporation with and into Bell Atlantic Corporation), and its
     successors.

          "Verizon Option" means the five-year (or, if extended under certain
     conditions, six-year) option held by Verizon to exchange its Class B Common
     Stock of the Borrower for Class C Common Stock of the Borrower that will
     represent up to 82% of the aggregate equity and up to 95% of the combined
     voting power of all Voting Stock of the Borrower.

          "Voting Stock" means capital stock issued by a corporation, or
     equivalent interests in any other Person, the holders of which are
     ordinarily, in the absence of contingencies, entitled to vote for the
     election of directors (or persons performing similar functions) of such
     Person, even if the right so to vote has been suspended by the happening of
     such a contingency.

     SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".

     SECTION 1.03. Accounting Terms. All terms of an accounting or financial
nature not otherwise defined herein shall be construed in accordance with
generally accepted accounting principles ("GAAP"), as in effect from time to
time; provided, however, that if the Borrower notifies the Agent that the
Borrower wishes to amend the covenant in Section 5.03 or any related definition
to eliminate the effect of any change in GAAP occurring after the date of this
Agreement on the operation of such covenant, or if the Agent notifies the
Borrower that the Required Lenders wish to amend Section 5.03 or any related
definition for such purpose, then the

                                       15
<PAGE>

Borrower's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.

                                   ARTICLE II
                        AMOUNTS AND TERMS OF THE ADVANCES
                            AND THE LETTERS OF CREDIT

      SECTION 2.01. The Revolving Credit Advances and the Letters of Credit. (a)
The Revolving Credit Advances. Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Revolving Credit Advances to the
Borrower from time to time on any Business Day during the period from the
Restatement Effective Date until the Termination Date in an aggregate amount not
to exceed at any time such Lender's Unused Commitment at such time. Each
Revolving Credit Borrowing shall be in an aggregate amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof and shall consist of Revolving
Credit Advances of the same Type made on the same day by the Lenders ratably
according to their respective Revolving Commitments. Within the limits of this
Section 2.01(a), the Borrower may borrow under this Section 2.01(a), prepay
pursuant to Section 2.11 and reborrow under this Section 2.01(a).

      (b) Letters of Credit. The Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to issue letters of credit (each a "Letter of
Credit") for the account of the Borrower from time to time on any Business Day
during the period from the Restatement Effective Date until 30 days before the
Termination Date in an aggregate Available Amount (i) for all Letters of Credit
issued by the Issuing Bank not to exceed at any time the lesser of (x) the
Letter of Credit Facility at such time and (y) the Issuing Bank's Letter of
Credit Commitment at such time and (ii) for each such Letter of Credit not to
exceed an amount equal to the Unused Commitments of the Lenders at such time. No
Letter of Credit shall have an expiration date (including all rights of the
Borrower or the beneficiary to require renewal) later than 5 Business Days
before the Termination Date. Within the limits referred to above, the Borrower
may request the issuance of Letters of Credit under this Section 2.01(b), repay
any Letter of Credit Advances resulting from drawings thereunder pursuant to
Section 2.04(c) and request the issuance of additional Letters of Credit under
this Section 2.01(b).

      SECTION 2.02. Making the Revolving Credit Advances. (a) Each Revolving
Credit Borrowing shall be made on notice, given not later than 11:00 A.M. (New
York City time) on the third Business Day prior to the date of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurodollar Rate Advances, or the Business Day of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Base Rate Advances, by the Borrower to the Agent, which shall give
to each Lender prompt notice thereof by telecopier or telex. Each such notice of
a Revolving Credit Borrowing (a "Notice of Revolving Credit Borrowing") shall be
by telephone, confirmed immediately in writing, or telecopier or telex in
substantially the form of Exhibit B-1 hereto, specifying therein the requested
(i) date of such Revolving Credit Borrowing, (ii) Type of Advances comprising
such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit
Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of

                                       16
<PAGE>

Eurodollar Rate Advances, initial Interest Period for each such Revolving Credit
Advance. Each Lender shall, before 12:00 noon (New York City time) on the date
of such Revolving Credit Borrowing, make available for the account of its
Applicable Lending Office to the Agent at the Agent's Account, in same day
funds, such Lender's ratable portion of such Revolving Credit Borrowing. After
the Agent's receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such funds available to
the Borrower at the Agent's address referred to in Section 8.02; provided,
however, that the Agent shall first make a portion of such funds equal to the
aggregate principal amount of any Letter of Credit Advances outstanding on the
date of such Revolving Credit Borrowing, plus interest accrued and unpaid
thereon to and as of such date, available to the Lenders for repayment of such
Letter of Credit Advances.

      (b) Anything in Section 2.02(a) to the contrary notwithstanding, the
Borrower may not select Eurodollar Rate Advances for any Revolving Credit
Borrowing if the aggregate obligation of the Lenders to make Eurodollar Rate
Advances shall then be suspended pursuant to Section 2.09 or 2.13.

      (c) Each Notice of Revolving Credit Borrowing shall be irrevocable and
binding on the Borrower. In the case of any Revolving Credit Borrowing that the
related Notice of Revolving Credit Borrowing specifies is to be comprised of
Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any
loss, cost or expense incurred by such Lender as a result of any failure to
fulfill on or before the date specified in such Notice of Revolving Credit
Borrowing for such Revolving Credit Borrowing the applicable conditions set
forth in Article III, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Revolving Credit Advance to be made by such Lender as part of such Revolving
Credit Borrowing when such Revolving Credit Advance, as a result of such
failure, is not made on such date.

      (d) Unless the Agent shall have received notice from a Lender prior to the
date of any Revolving Credit Borrowing that such Lender will not make available
to the Agent such Lender's ratable portion of such Revolving Credit Borrowing,
the Agent may assume that such Lender has made such portion available to the
Agent on the date of such Revolving Credit Borrowing in accordance with Section
2.02(a) and the Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the extent that such
Lender shall not have so made such ratable portion available to the Agent, such
Lender and the Borrower severally agree to repay to the Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Agent, at (i) in the case of the Borrower, the interest
rate applicable at the time to Revolving Credit Advances comprising such
Revolving Credit Borrowing and (ii) in the case of such Lender, the Federal
Funds Rate. If such Lender shall repay to the Agent such corresponding amount,
such amount so repaid shall constitute such Lender's Revolving Credit Advance as
part of such Revolving Credit Borrowing for purposes of this Agreement and the
Borrower shall be relieved of its obligations to repay such amount under this
Section 2.02(d).

                                       17
<PAGE>

      (e) The failure of any Lender to make the Revolving Credit Advance to be
made by it as part of any Revolving Credit Borrowing shall not relieve any other
Lender of its obligation, if any, hereunder to make its Revolving Credit Advance
on the date of such Revolving Credit Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit
Borrowing.

      SECTION 2.03. The Competitive Bid Advances. (a) Each Lender severally
agrees that the Borrower may make Competitive Bid Borrowings under this Section
2.03 from time to time on any Business Day during the period from the
Restatement Effective Date until the date occurring 30 days prior to the
Termination Date in the manner set forth below; provided that, following the
making of each Competitive Bid Borrowing, the Usage shall not exceed the
aggregate amount of the Revolving Commitments of the Lenders.

            (i) The Borrower may request a Competitive Bid Borrowing under this
      Section 2.03 by delivering to the Agent, by telecopier or telex, a notice
      of a Competitive Bid Borrowing (a "Notice of Competitive Bid Borrowing"),
      in substantially the form of Exhibit B-2 hereto, specifying therein the
      requested (A) date of such proposed Competitive Bid Borrowing, (B)
      aggregate amount of such proposed Competitive Bid Borrowing, (C) (1) in
      the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
      Interest Period and maturity date for repayment of each LIBO Rate Advance
      to be made as part of such Competitive Bid Borrowing or (2) in the case of
      a Competitive Bid Borrowing consisting of Fixed Rate Advances, maturity
      date for repayment of each Fixed Rate Advance to be made as part of such
      Competitive Bid Borrowing (which maturity date may not be earlier than the
      date occurring 7 days after the date of such Competitive Bid Borrowing or
      later than the Termination Date), (D) interest payment date or dates
      relating thereto, and (E) other terms (if any) to be applicable to such
      Competitive Bid Borrowing, not later than 10:00 A.M. (New York City time)
      (y) at least one Business Day prior to the date of the proposed
      Competitive Bid Borrowing, if the Borrower shall specify in the Notice of
      Competitive Bid Borrowing that the rates of interest to be offered by the
      Lenders shall be fixed rates per annum (the Advances comprising any such
      Competitive Bid Borrowing being referred to herein as "Fixed Rate
      Advances") and (z) at least four Business Days prior to the date of the
      proposed Competitive Bid Borrowing, if the Borrower shall instead specify
      in the Notice of Competitive Bid Borrowing that the rates of interest to
      be offered by the Lenders are to be based on the LIBO Rate (the Advances
      comprising such Competitive Bid Borrowing being referred to herein as
      "LIBO Rate Advances"). Each Notice of Competitive Bid Borrowing shall be
      irrevocable and binding on the Borrower. The Agent shall in turn promptly
      notify each Lender of each request for a Competitive Bid Borrowing
      received by it from the Borrower by sending such Lender a copy of the
      related Notice of Competitive Bid Borrowing.

            (ii) Each Lender may, if, in its sole discretion, it elects to do
      so, irrevocably offer to make one or more Competitive Bid Advances to the
      Borrower as part of such proposed Competitive Bid Borrowing at a rate or
      rates of interest specified by such Lender in its sole discretion, by
      notifying the Agent (which shall give prompt notice thereof to the
      Borrower), (A) before 9:30 A.M. (New York City time) on the date of such

                                       18
<PAGE>

      proposed Competitive Bid Borrowing, in the case of a Competitive Bid
      Borrowing consisting of Fixed Rate Advances, and (B) before 10:00 A.M.
      (New York City time) two Business Days before the date of such proposed
      Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
      consisting of LIBO Rate Advances, of (1) the minimum amount and maximum
      amount of each Competitive Bid Advance which such Lender would be willing
      to make as part of such proposed Competitive Bid Borrowing (which amounts
      may, subject to the proviso to the first sentence of this Section 2.03(a),
      exceed such Lender's Revolving Commitment, if any), (2) the rate or rates
      of interest therefor and (3) such Lender's Applicable Lending Office with
      respect to such Competitive Bid Advance; provided that if the Agent in its
      capacity as a Lender shall, in its sole discretion, elect to make any such
      offer, it shall notify the Borrower of such offer at least 30 minutes
      before the time and on the date on which notice of such election is to be
      given to the Agent by the other Lenders. If any Lender shall elect not to
      make such an offer, such Lender shall so notify the Agent, before 10:00
      A.M. (New York City time) on the date on which notice of such election is
      to be given to the Agent by the other Lenders, and such Lender shall not
      be obligated to, and shall not, make any Competitive Bid Advance as part
      of such Competitive Bid Borrowing; provided that the failure by any Lender
      to give such notice shall not cause such Lender to be obligated to make
      any Competitive Bid Advance as part of such proposed Competitive Bid
      Borrowing.

            (iii) The Borrower shall, in turn, (A) before 10:30 A.M. (New York
      City time) on the date of such proposed Competitive Bid Borrowing, in the
      case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, and
      (B) before 11:00 A.M. (New York City time) two Business Days before the
      date of such proposed Competitive Bid Borrowing, in the case of a
      Competitive Bid Borrowing consisting of LIBO Rate Advances, either:

                  (1) cancel such Competitive Bid Borrowing by giving the Agent
            notice to that effect, or

                  (2) accept one or more of the offers made by any Lender or
            Lenders pursuant to Section 2.03(a)(ii) (provided that the Borrower
            may not accept bids in excess of the aggregate amount of such
            Competitive Bid Borrowing), in its sole discretion, by giving notice
            to the Agent of the amount of each Competitive Bid Advance (which
            amount shall be equal to or greater than the minimum amount, and
            equal to or less than the maximum amount, notified to the Borrower
            by the Agent on behalf of such Lender for such Competitive Bid
            Advance pursuant to Section 2.03(a)(ii)) to be made by each Lender
            as part of such Competitive Bid Borrowing, and reject any remaining
            offers made by Lenders pursuant to Section 2.03(a)(ii) by giving the
            Agent notice to that effect. The Borrower shall accept the offers
            made by any Lender or Lenders to make Competitive Bid Advances in
            order of the lowest to the highest rates of interest offered by such
            Lenders. If two or more Lenders have offered the same interest rate,
            the amount to be borrowed at such interest rate will be allocated
            among such Lenders in proportion to the amount that each such Lender
            offered at such interest rate.

                                       19
<PAGE>

            (iv) If the Borrower notifies the Agent that such Competitive Bid
      Borrowing is cancelled pursuant to clause (1) of Section 2.03(a)(iii), the
      Agent shall give prompt notice thereof to the Lenders and such Competitive
      Bid Borrowing shall not be made. (v) If the Borrower accepts one or more
      of the offers made by any Lender or Lenders pursuant to clause (2) of
      Section 2.03(a)(iii), the Agent shall in turn promptly notify (A) each
      Lender that has made an offer as described in Section 2.03(a)(ii), of the
      date and aggregate amount of such Competitive Bid Borrowing and whether or
      not any offer or offers made by such Lender pursuant to Section
      2.03(a)(ii) have been accepted by the Borrower, (B) each Lender that is to
      make a Competitive Bid Advance as part of such Competitive Bid Borrowing,
      of the amount of each Competitive Bid Advance to be made by such Lender as
      part of such Competitive Bid Borrowing, and (C) each Lender that is to
      make a Competitive Bid Advance as part of such Competitive Bid Borrowing,
      upon receipt, that the Agent has received forms of documents appearing to
      fulfill the applicable conditions set forth in Article III. Each Lender
      that is to make a Competitive Bid Advance as part of such Competitive Bid
      Borrowing shall, before 12:00 noon (New York City time) on the date of
      such Competitive Bid Borrowing specified in the notice received from the
      Agent pursuant to clause (A) of the immediately preceding sentence or any
      later time when such Lender shall have received notice from the Agent
      pursuant to clause (C) of the immediately preceding sentence, make
      available for the account of its Applicable Lending Office to the Agent at
      the Agent's Account, in same day funds, such Lender's portion of such
      Competitive Bid Borrowing. Upon fulfillment of the applicable conditions
      set forth in Article III and after receipt by the Agent of such funds, the
      Agent will make such funds available to the Borrower at the Agent's
      address referred to in Section 8.02. Promptly after each Competitive Bid
      Borrowing the Agent will notify each Lender of the amount of the
      Competitive Bid Borrowing and the dates upon which such Competitive Bid
      Borrowing commenced and will terminate.

            (vi) If the Borrower notifies the Agent that it accepts one or more
      of the offers made by any Lender or Lenders pursuant to clause (2) of
      Section 2.03(a)(iii), such notice of acceptance shall be irrevocable and
      binding on the Borrower. The Borrower shall indemnify each Lender against
      any loss, cost or expense incurred by such Lender as a result of any
      failure to fulfill on or before the date specified in the related Notice
      of Competitive Bid Borrowing for such Competitive Bid Borrowing the
      applicable conditions set forth in Article III, including, without
      limitation, any loss (including loss of anticipated profits), cost or
      expense incurred by reason of the liquidation or reemployment of deposits
      or other funds acquired by such Lender to fund the Competitive Bid Advance
      to be made by such Lender as part of such Competitive Bid Borrowing when
      such Competitive Bid Advance, as a result of such failure, is not made on
      such date.

      (b) Each Competitive Bid Borrowing shall be in an aggregate amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and,
following the making of each Competitive Bid Borrowing, the Borrower shall be in
compliance with the limitations set forth in the proviso to the first sentence
of Section 2.03(a).

                                       20
<PAGE>

      (c) Within the limits and on the conditions set forth in this Section
2.03, the Borrower may from time to time borrow under this Section 2.03, repay
or prepay pursuant to Section 2.03(d), and reborrow under this Section 2.03,
provided that a Competitive Bid Borrowing shall not be made within three
Business Days of the date of any other Competitive Bid Borrowing.

      (d) The Borrower shall repay to the Agent for the account of each Lender
that has made a Competitive Bid Advance, on the maturity date of each
Competitive Bid Advance (such maturity date being that specified by the Borrower
for repayment of such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and provided
in the Competitive Bid Note evidencing such Competitive Bid Advance), the then
unpaid principal amount of such Competitive Bid Advance. The Borrower shall have
no right to prepay any principal amount of any Competitive Bid Advance unless,
and then only on the terms, specified by the Borrower for such Competitive Bid
Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to
Section 2.03(a)(i) and set forth in the Competitive Bid Note evidencing such
Competitive Bid Advance.

      (e) The Borrower shall pay interest on the unpaid principal amount of each
Competitive Bid Advance from the date of such Competitive Bid Advance to the
date the principal amount of such Competitive Bid Advance is repaid in full, at
the rate of interest for such Competitive Bid Advance specified by the Lender
making such Competitive Bid Advance in its notice with respect thereto delivered
pursuant to Section 2.03(a)(ii), payable on the interest payment date or dates
specified by the Borrower for such Competitive Bid Advance in the related Notice
of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i), as
provided in the Competitive Bid Note evidencing such Competitive Bid Advance.
Upon the occurrence and during the continuance of an Event of Default under
Section 6.01(a), the Borrower shall pay interest on the amount of unpaid
principal of and interest on each Competitive Bid Advance owing to a Lender,
payable in arrears on the date or dates interest is payable thereon, at a rate
per annum equal at all times to 2% per annum above the rate per annum required
to be paid on such Competitive Bid Advance under the terms of the Competitive
Bid Note evidencing such Competitive Bid Advance unless otherwise agreed in such
Competitive Bid Note.

      (f) The indebtedness of the Borrower resulting from each Competitive Bid
Advance as part of a Competitive Bid Borrowing shall be evidenced by a separate
Competitive Bid Note payable to the order of the Lender making such Competitive
Bid Advance.

      SECTION 2.04. Issuance of and Drawings and Reimbursement Under Letters of
Credit. (a) Request for Issuance. (i) Each Letter of Credit shall be issued upon
notice, given not later than 11:00 A.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to the Issuing Bank, which shall give the Agent and each
Lender prompt notice thereof by telex, telecopier or cable. Each such notice of
issuance of a Letter of Credit (a "Notice of Issuance") shall be by telex,
telecopier or cable, confirmed immediately in writing, specifying therein the
requested (A) date of such issuance (which shall be a Business Day), (B)
Available Amount of such Letter of Credit, (C) expiration date of such Letter of
Credit, (D) name and address of the beneficiary of such Letter of Credit and (E)
form of such Letter of Credit, and shall be accompanied by such

                                       21
<PAGE>

application and agreement for letter of credit as the Issuing Bank may
reasonably specify to the Borrower for use in connection with such requested
Letter of Credit (a "Letter of Credit Agreement"). If the requested form of such
Letter of Credit is acceptable to the Issuing Bank in its sole discretion, the
Issuing Bank will, upon fulfillment of the applicable conditions set forth in
Article III, make such Letter of Credit available to the Borrower at its office
referred to in Section 8.02 or as otherwise agreed with the Borrower in
connection with such issuance. In the event and to the extent that the
provisions of any Letter of Credit Agreement shall conflict with this Agreement,
the provisions of this Agreement shall govern.

      (b) Participations. By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby
grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a
participation in such Letter of Credit equal to such Lender's Pro Rata Share of
the aggregate amount available to be drawn under such Letter of Credit. The
Borrower hereby agrees to each such participation. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Agent, for the account of the Issuing Bank, such Lender's
Pro Rata Share of each Letter of Credit Advance made by the Issuing Bank and not
reimbursed by the Borrower on the date made, or of any reimbursement payment
required to be refunded to the Borrower for any reason. Each Lender acknowledges
and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance
of a Default or reduction or termination of the Revolving Commitments, and that
each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.

      (c) Drawing and Reimbursement. The payment by the Issuing Bank of a draft
drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by the Issuing Bank of a Letter of Credit Advance, which
shall be a Base Rate Advance, in the amount of such draft. Upon written demand
by the Issuing Bank, with a copy of such demand to the Agent, each Lender shall
pay to the Agent such Lender's Pro Rata Share of such outstanding Letter of
Credit Advance, by making available for the account of its Applicable Lending
Office to the Agent for the account of the Issuing Bank, by deposit to the
Agent's Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Letter of Credit Advance to be funded by
such Lender. Promptly after receipt thereof, the Agent shall transfer such funds
to the Issuing Bank. Each Lender agrees to fund its Pro Rata Share of an
outstanding Letter of Credit Advance on (i) the Business Day on which demand
therefor is made by the Issuing Bank, provided that notice of such demand is
given not later than 11:00 A.M. (New York City time) on such Business Day, or
(ii) the first Business Day next succeeding such demand if notice of such demand
is given after such time. If and to the extent that any Lender shall not have so
made the amount of such Letter of Credit Advance available to the Agent, such
Lender agrees to pay to the Agent (such agreement to pay being a "Reimbursement
Agreement") forthwith on demand such amount together with interest thereon, for
each day from the date of demand by the Issuing Bank until the date such amount
is paid to the Agent, at the Federal Funds Rate for its account or the account
of the Issuing Bank, as applicable. If such Lender shall pay to the Agent such
amount for the account of the Issuing Bank on any Business Day, such amount so
paid in respect of principal shall constitute a Letter of Credit Advance made by
such Lender on

                                       22
<PAGE>

such Business Day for purposes of this Agreement, and the outstanding principal
amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced
by such amount on such Business Day.

      (d) Letter of Credit Reports. The Issuing Bank shall furnish (A) to the
Agent on the first Business Day of each week a written report summarizing
issuance and expiration dates of Letters of Credit issued during the previous
week and drawings during such week under all Letters of Credit, (B) to each
Lender on the first Business Day of each month a written report summarizing
issuance and expiration dates of Letters of Credit during the preceding month
and drawings during such month under all Letters of Credit and (C) to the Agent
and each Lender on the first Business Day of each calendar quarter a written
report setting forth the average daily aggregate Available Amount during the
preceding calendar quarter of all Letters of Credit.

      (e) Failure to Make Letter of Credit Advances. The failure of any Lender
to make the Letter of Credit Advance to be made by it on the date specified in
Section 2.04(c) shall not relieve any other Lender of its obligation hereunder
to make its Letter of Credit Advance on such date, but no Lender shall be
responsible for the failure of any other Lender to make the Letter of Credit
Advance to be made by such other Lender on such date.

      SECTION 2.05. Fees. (a) Facility Fee. The Borrower agrees to pay to the
Agent for the account of each Lender a facility fee on the aggregate amount of
such Lender's Revolving Commitment from (i) the Restatement Effective Date, in
the case of each Initial Lender, and (ii) the later of the Restatement Effective
Date and the effective date specified in the Assumption Agreement or the
Assignment and Acceptance pursuant to which it became a Lender, in the case of
each other Lender, until the Termination Date at a rate per annum equal to the
Applicable Percentage in effect from time to time, payable in arrears quarterly
on the last day of each March, June, September and December, commencing
September 30, 2001, and on the Termination Date.

      (b) Letter of Credit Fees (i) The Borrower shall pay to the Agent for the
account of each Lender a commission on such Lender's Pro Rata Share of the
average daily aggregate Available Amount of all Letters of Credit outstanding
from time to time at a rate per annum equal to 0.60% per annum over the
Applicable Margin for Eurodollar Rate Advances in effect from time to time,
payable in arrears quarterly on the last day of each March, June, September and
December, commencing September 30, 2001, and on the Termination Date.

      (ii) The Borrower shall pay to the Issuing Bank, for its own account, such
commissions, issuance fees, transfer fees and other fees and charges in
connection with the issuance or administration of each Letter of Credit as the
Borrower and the Issuing Bank shall agree.

      (c) Agent's Fees. The Borrower shall pay to the Agent for its own account
such fees as may from time to time be agreed between the Borrower and the Agent.

      SECTION 2.06. Termination, Reduction or Increase of the Commitments. (a)
Termination or Reduction. The Borrower shall have the right, upon at least three
Business Days' notice to the Agent, to terminate in whole or reduce ratably in
part the Unused Commitments of

                                       23
<PAGE>

the Lender Parties, provided that (i) each partial reduction shall be in the
aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof and (ii) once terminated, a Commitment may not be reinstated except as
provided in Section 2.06(b).

      (b) Increase in Aggregate of the Commitments. (i) The Borrower may at any
time, by notice to the Agent, propose that the aggregate amount of the
Commitments be increased (such aggregate amount being, a "Commitment Increase"),
effective as at a date prior to the Termination Date (an "Increase Date") as to
which agreement is to be reached by an earlier date specified in such notice (a
"Commitment Date"); provided, however, that (A) the Borrower may not propose
more than one Commitment Increase in any twelve month period, (B) the minimum
proposed Commitment Increase per notice shall be $50,000,000, (C) in no event
shall the aggregate amount of the Commitments at any time exceed $2,500,000,000,
(D) the Borrower has a Public Debt Rating from at least one of Moody's and S&P
of better than or equal to Baa2 and BBB, respectively, (E) no Default shall have
occurred and be continuing on such Increase Date and (F) a certificate as to
corporate authorization and other appropriate documentation is received by the
Agent. The Agent shall notify the Lender Parties thereof promptly upon its
receipt of any such notice. The Agent agrees that it will cooperate with the
Borrower in discussions with the Lenders, the Issuing Bank and other Eligible
Assignees with a view to arranging the proposed Commitment Increase through the
increase of the Commitments of one or more of the Lenders and the Issuing Bank
(each such Lender and the Issuing Bank that are willing to increase their
respective Commitments hereunder being the "Increasing Lenders") and, with the
consent of the Borrower (which consent may be withheld in the Borrower's sole
and absolute discretion), the addition of one or more other Eligible Assignees
as Assuming Lenders and as parties to this Agreement; provided, however, that it
shall be in each Lender's and the Issuing Bank's sole discretion whether to
increase its Commitment hereunder in connection with the proposed Commitment
Increase; and provided further that the minimum Commitment of each such Assuming
Lender that becomes a party to this Agreement pursuant to this Section 2.06(b),
shall be at least equal to $20,000,000. If any of the Lenders agree to increase
their respective Commitments by an aggregate amount in excess of the proposed
Commitment Increase, the proposed Commitment Increase shall be allocated among
such Lenders as determined at such time by the Borrower. If agreement is reached
on or prior to the applicable Commitment Date with any Increasing Lenders and
Assuming Lenders as to a Commitment Increase (which may be less than but not
greater than specified in the applicable notice from the Borrower), such
agreement to be evidenced by a notice in reasonable detail from the Borrower to
the Agent on or prior to the applicable Commitment Date, such Assuming Lenders,
if any, shall become Lenders hereunder as of the applicable Increase Date and
the Commitments of such Increasing Lenders and such Assuming Lenders shall
become or be, as the case may be, as of the Increase Date, the amounts specified
in such notice; provided that:

            (1) the Agent shall have received (with copies for each such Lender,
      including each such Assuming Lender) by no later than 10:00 A.M. (New York
      City time) on the applicable Increase Date a copy certified by the
      Secretary, an Assistant Secretary or a comparable officer of the Borrower,
      of the resolutions adopted by the Board of Directors of the Borrower
      authorizing such Commitment Increase;

            (2) each such Assuming Lender shall have delivered to the Agent by
      no later than 10:00 A.M. (New York City time) on such Increase Date, an
      appropriate

                                       24
<PAGE>

      Assumption Agreement in substantially the form of Exhibit D hereto, duly
      executed by such Assuming Lender and the Borrower; and

            (3) each such Increasing Lender shall have delivered to the Agent by
      no later than 10:00 A.M. (New York City time) on such Increase Date (y)
      its existing Revolving Credit Note and (z) confirmation in writing
      satisfactory to the Agent as to its increased Commitment.

      (ii) In the event that the Agent shall have received notice from the
Borrower as to its agreement to a Commitment Increase on or prior to the
applicable Commitment Date and each of the actions provided for in clauses (1)
through (3) of Section 2.06(b)(i) shall have occurred prior to 10:00 A.M. (New
York City time) on the applicable Increase Date to the satisfaction of the
Agent, the Agent shall notify the Lenders (including any Assuming Lenders), the
Issuing Bank and the Borrower of the occurrence of such Commitment Increase by
telephone, confirmed immediately in writing, telecopier, telex or cable and in
any event no later than 1:00 P.M. (New York City time) on such Increase Date and
shall record in the Register the relevant information with respect to each
Increasing Lender and Assuming Lender. Each Increasing Lender and each Assuming
Lender shall, before 2:00 P.M. (New York City time) on the applicable Increase
Date, make available for the account of its Applicable Lending Office to the
Agent at the Agent's Account, in same day funds, in the case of such Assuming
Lender, an amount equal to such Assuming Lender's ratable portion of the
Revolving Credit Borrowings then outstanding (calculated based on its Commitment
as a percentage of the aggregate Commitments outstanding after giving effect to
the relevant Commitment Increase) and, in the case of such Increasing Lender, an
amount equal to the excess of (A) such Increasing Lender's ratable portion of
the Revolving Credit Borrowings then outstanding (calculated based on its
Commitment as a percentage of the aggregate Commitments outstanding after giving
effect to the relevant Commitment Increase) over (B) such Increasing Lender's
ratable portion of the Revolving Credit Borrowings then outstanding (calculated
based on its Commitment (without giving effect to the relevant Commitment
Increase) as a percentage of the aggregate Commitments (without giving effect to
the relevant Commitment Increase)). After the Agent's receipt of such funds from
each such Increasing Lender and each such Assuming Lender, the Agent will
promptly thereafter cause to be distributed like funds to the other Lenders for
the account of their respective Applicable Lending Offices in an amount to each
other Lender such that the aggregate amount of the outstanding Revolving Credit
Advances and Letter of Credit Advances owing to each Lender after giving effect
to such distribution equals such Lender's ratable portion of the Revolving
Credit Borrowings and Letter of Credit Advances then outstanding (calculated
based on its Commitment as a percentage of the aggregate Commitments outstanding
after giving effect to the relevant Commitment Increase). Within five Business
Day after the Borrower receives notice from the Agent, the Borrower, at its own
expense, shall execute and deliver to the Agent, Revolving Credit Notes dated as
of the applicable Increase Date and payable to the order of each Assuming
Lender, if any, and each Increasing Lender in a principal amount equal to such
Lender's Commitment after giving effect to the relevant Commitment Increase, and
substantially in the form of Exhibit A-1 hereto. The Agent, upon receipt of such
Revolving Credit Notes, shall promptly deliver such Revolving Credit Notes to
the respective Assuming Lenders and Increasing Lenders.

                                       25
<PAGE>

      (iii) In the event that the Agent shall not have received notice from the
Borrower as to such agreement on or prior to the applicable Commitment Date or
the Borrower shall, by notice to the Agent prior to the applicable Increase
Date, withdraw its proposal for a Commitment Increase or any of the actions
provided for above in clauses (1) through (3) of Section 2.06(b)(i) shall not
have occurred by 10:00 A.M. (New York City time) on the such Increase Date, such
proposal by the Borrower shall be deemed not to have been made. In such event,
any actions theretofore taken under clauses (1) through (3) of Section
2.06(b)(i) shall be deemed to be of no effect and all the rights and obligations
of the parties shall continue as if no such proposal had been made.

      SECTION 2.07. Repayment of Revolving Credit Advances and Letter of Credit
Advances. (a) Revolving Credit Advances. The Borrower shall repay to the Agent
for the ratable account of the Lenders on the Termination Date the aggregate
principal amount of the Revolving Credit Advances then outstanding.

      (b) Letter of Credit Advances. (i) The Borrower shall repay the
outstanding principal amount of the each Letter of Credit Advance made by each
Lender Party that has made a Letter of Credit Advance to the Agent for the
ratable account of each such Lender Party on the earlier of demand and the
Termination Date.

      (ii) The obligations of the Borrower under this Agreement, any Letter of
Credit Agreement and any other agreement or instrument relating to any Letter of
Credit shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement, such Letter of Credit Agreement and
such other agreement or instrument under all circumstances, including, without
limitation, the following circumstances (it being understood that any such
payment by the Borrower is without prejudice to, and does not constitute a
waiver of, any rights the Borrower might have or might acquire as a result of
the payment by any Lender of any draft or the reimbursement by the Borrower
thereof):

            (A) any lack of validity or enforceability of this Agreement, any
      Note, any Letter of Credit Agreement, any Letter of Credit or any other
      agreement or instrument relating thereto (all of the foregoing being,
      collectively, the "L/C Related Documents");

            (B) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the obligations of the Borrower in respect of
      any L/C Related Document or any other amendment or waiver of or any
      consent to departure from all or any of the L/C Related Documents;

            (C) the existence of any claim, set-off, defense or other right that
      the Borrower may have at any time against any beneficiary or any
      transferee of a Letter of Credit (or any Persons for which any such
      beneficiary or any such transferee may be acting), the Issuing Bank, any
      Agent, any Lender or any other Person, whether in connection with the
      transactions contemplated by the L/C Related Documents or any unrelated
      transaction;

            (D) any statement or any other document presented under a Letter of
      Credit proving to be forged, fraudulent, invalid or insufficient in any
      respect or any statement therein being untrue or inaccurate in any
      respect;

                                       26
<PAGE>

            (E) payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft or certificate that does not strictly comply with
      the terms of such Letter of Credit;

            (F) any exchange, release or non-perfection of any collateral, or
      any release or amendment or waiver of or consent to departure from any
      guarantee, for all or any of the obligations of the Borrower in respect of
      the L/C Related Documents; or

            (G) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including, without limitation, any other
      circumstance that might otherwise constitute a defense available to, or a
      discharge of, the Borrower or a guarantor.

      SECTION 2.08. Interest. (a) Scheduled Interest. The Borrower shall pay
interest on the unpaid principal amount of each Advance (other than a
Competitive Bid Advance) owing to each Lender from the date of such Advance
until such principal amount shall be paid in full, at the following rates per
annum:

            (i) Base Rate Advances. During such periods as such Advance is a
      Base Rate Advance, a rate per annum equal at all times to the sum of (A)
      the Base Rate in effect from time to time plus (B) the Applicable Margin
      in effect from time to time, payable in arrears quarterly on the last day
      of each March, June, September and December during such periods and on the
      date such Base Rate Advance shall be Converted or paid in full.

            (ii) Eurodollar Rate Advances. During such periods as such Advance
      is a Eurodollar Rate Advance, a rate per annum equal at all times during
      each Interest Period for such Advance to the sum of (A) the Eurodollar
      Rate for such Interest Period for such Advance plus (B) the Applicable
      Margin in effect from time to time, payable in arrears on the last day of
      such Interest Period and, if such Interest Period has a duration of more
      than three months, on each day that occurs during such Interest Period
      every three months from the first day of such Interest Period and on the
      date such Eurodollar Rate Advance shall be Converted or paid in full.

      (b) Default Interest. Upon the occurrence and during the continuance of an
Event of Default under Section 6.01(a), the Borrower shall pay interest on (i)
the unpaid principal amount of each Revolving Credit Advance and each Letter of
Credit Advance owing to each Lender, payable in arrears on the dates referred to
in Section 2.08(a)(i) or 2.08(a)(ii), at a rate per annum equal at all times to
2% per annum above the rate per annum required to be paid on such Advance
pursuant to Section 2.08(a)(i) or 2.08(a)(ii) and (ii) to the fullest extent
permitted by law, the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on Base Rate
Advances pursuant to Section 2.08(a)(i).

      SECTION 2.09. Interest Rate Determination. (a) Each Reference Bank agrees
to furnish to the Agent timely information for the purpose of determining each
Eurodollar Rate and

                                       27
<PAGE>

each LIBO Rate. If any one or more of the Reference Banks shall not furnish such
timely information to the Agent for the purpose of determining any such interest
rate, the Agent shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Banks. The Agent shall give
prompt notice to the Borrower and the Lenders of the applicable interest rate
determined by the Agent for purposes of Section 2.08(a)(i) or 2.08(ii), and the
rate, if any, furnished by each Reference Bank for the purpose of determining
the interest rate under Section 2.08(a)(ii).

      (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders
notify the Agent that the Eurodollar Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurodollar Rate Advances for
such Interest Period, the Agent shall forthwith so notify the Borrower and the
Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate
Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving
Credit Advances into, Eurodollar Rate Advances shall be suspended until the
Agent shall notify the Borrower and the Lenders that the circumstances causing
such suspension no longer exist.

      (c) If the Borrower shall fail to select the duration of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of "Interest Period" in Section 1.01, the Agent will
forthwith so notify the Borrower and the Lenders and such Advances will
automatically, on the last day of the then existing Interest Period therefor,
Convert into Base Rate Advances.

      (d) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $10,000,000, such Advances shall
automatically Convert into Base Rate Advances.

      (e) Upon the occurrence and during the continuance of any Event of Default
under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on
the last day of the then existing Interest Period therefor, Convert into a Base
Rate Advance and (ii) the obligation of the Lenders to make, or to Convert
Advances into, Eurodollar Rate Advances shall be suspended.

      (f) If fewer than two Reference Banks determine and furnish timely
information to the Agent for determining the Eurodollar Rate or LIBO Rate for
any Eurodollar Rate Advances or LIBO Rate Advances, as the case may be,

            (i) the Agent shall forthwith notify the Borrower and the Lenders
      that the interest rate cannot be determined for such Eurodollar Rate
      Advances or LIBO Rate Advances, as the case may be,

            (ii) with respect to Eurodollar Rate Advances, each such Advance
      will automatically, on the last day of the then existing Interest Period
      therefor, Convert into a Base Rate Advance (or if such Advance is then a
      Base Rate Advance, will continue as a Base Rate Advance), and

                                       28
<PAGE>

            (iii) the obligation of the Lenders to make Eurodollar Rate Advances
      or LIBO Rate Advances or to Convert Revolving Credit Advances into
      Eurodollar Rate Advances shall be suspended until the Agent shall notify
      the Borrower and the Lenders that the circumstances causing such
      suspension no longer exist.

      SECTION 2.10. Optional Conversion of Revolving Credit Advances. The
Borrower may on any Business Day, upon notice given to the Agent not later than
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Conversion and subject to the provisions of Sections 2.09 and 2.13,
Convert all Revolving Credit Advances of one Type comprising the same Borrowing
into Revolving Credit Advances of the other Type; provided, however, that any
Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such Eurodollar Rate Advances and
any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in
an amount not less than $10,000,000. Each such notice of a Conversion shall,
within the restrictions specified above, specify (a) the date of such
Conversion, (b) the Revolving Credit Advances to be Converted and (c) if such
Conversion is into Eurodollar Rate Advances, the duration of the initial
Interest Period for each such Advance. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

      SECTION 2.11. Optional Prepayments of Revolving Credit Advances and Letter
of Credit Advances. The Borrower may, upon notice not later than 11:00 A.M. (New
York City time) for Base Rate Advances and upon at least two Business Days'
notice to the Agent for Eurodollar Rate Advances stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given the
Borrower shall, prepay the outstanding principal amount of the Revolving Credit
Advances comprising part of the same Borrowing or the Letter of Credit Advances
in whole or ratably in part, together with accrued interest to the date of such
prepayment on the principal amount prepaid; provided, however, that (a) each
partial prepayment shall be in an aggregate principal amount of $10,000,000 or
an integral multiple of $1,000,000 in excess thereof and (b) in the event of any
such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to
reimburse the Lenders in respect thereof pursuant to Section 8.04(c).

      SECTION 2.12. Increased Costs. (a) If, due to either (i) the introduction
of or any change in or in the interpretation of any law or regulation or (ii)
the compliance with any written guideline or request from any central bank or
other governmental authority (whether or not having the force of law), there
shall be any increase in the cost to any Lender Party of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances or
of agreeing to issue or of issuing or maintaining or participating in Letters of
Credit or of agreeing to make or of making or maintaining Letter of Credit
Advances (excluding for purposes of this Section 2.12 any such increased costs
resulting from (A) Taxes or Other Taxes (as to which Section 2.15 shall govern)
and (B) changes in the basis of taxation of overall net income or overall gross
income by the United States or by the foreign jurisdiction or state under the
laws of which such Lender Party is organized or has its Applicable Lending
Office or any political subdivision thereof), then the Borrower shall from time
to time, upon demand by such Lender Party (with a copy of such demand to the
Agent), pay to the Agent for the account of such Lender Party additional amounts
sufficient to compensate such Lender Party for such increased cost (whether or
not such increased costs arise prior to the receipt of written

                                       29
<PAGE>

notification from such central bank or other governmental authority); provided
that the Borrower shall not be required to pay any such increased costs to the
extent such increased costs accrued prior to the date that is six months prior
to such notice. A certificate as to the amount of such increased cost, submitted
to the Borrower and the Agent by such Lender Party, shall be conclusive and
binding for all purposes, absent error in the calculation of such amount.

      (b) If any Lender Party determines that compliance with any law or
regulation or any written guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender Party or any corporation controlling such Lender Party and that the
amount of such capital is increased by or based upon the existence of such
Lender Party's commitment to lend hereunder and other commitments of this type,
then, upon demand by such Lender Party (with a copy of such demand to the
Agent), the Borrower shall pay to the Agent for the account of such Lender
Party, from time to time as specified by such Lender Party, additional amounts
sufficient to compensate such Lender Party or such corporation (whether or not
such amounts arise prior to the receipt of written notification from such
central bank or other governmental authority) in the light of such
circumstances, to the extent that such Lender Party reasonably determines such
increase in capital to be allocable to the existence of such Lender Party's
commitment to lend hereunder; provided that the Borrower shall not be required
to compensate such Lender Party to the extent such amounts arose prior to the
date that is six months prior to such notice. A certificate as to such amounts
submitted to the Borrower and the Agent by such Lender Party shall be conclusive
and binding for all purposes, absent error in the calculation of such amounts.

      (c) Any Lender Party claiming any additional amounts payable pursuant to
this Section 2.12 agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to minimize such additional
amounts and to change the jurisdiction of its Applicable Lending Office if the
making of such a change would avoid the need for, or reduce the amount of, any
additional amounts that may thereafter accrue and would not, in the reasonable
judgment of such Lender Party, be otherwise notably disadvantageous to such
Lender Party. The Borrower shall reimburse such Lender Party for such Lender
Party's reasonable expenses incurred in connection with such change or in
considering such a change in an amount not to exceed the Borrower's pro rata
share of such expenses based on such Lender Party's Commitment and Advances to
the Borrower and the total lending commitments and loans of such Lender Party to
its similarly situated customers.

      SECTION 2.13. Illegality. Notwithstanding any other provision of this
Agreement, if any Lender Party shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority having relevant
jurisdiction asserts that it is unlawful, for any Lender Party or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or LIBO Rate Advances or to fund or maintain Eurodollar Rate Advances
or LIBO Rate Advances hereunder, (a) each Eurodollar Rate Advance or LIBO Rate
Advance, as the case may be, will automatically, upon such demand, Convert into
a Base Rate Advance or an Advance that bears interest at the rate set forth in
Section 2.08(a)(i), as the case may be, and (b) the obligation of the Lender
Parties to make Eurodollar Rate Advances or LIBO Rate Advances or to Convert
Revolving Credit Advances into Eurodollar Rate Advances shall be


                                       30
<PAGE>

suspended until the Agent shall notify the Borrower and the Lender Parties that
the circumstances causing such suspension no longer exist.

      SECTION 2.14. Payments and Computations. (a) The Borrower shall make each
payment hereunder and under the Notes not later than 11:00 A.M. (New York City
time) on the day when due in U.S. dollars to the Agent at the Agent's Account in
same day funds. The Agent will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest or facility fees ratably
(other than amounts payable pursuant to Section 2.03, 2.12, 2.15 or 8.04(c)) to
the Lender Parties for the account of their respective Applicable Lending
Offices, and like funds relating to the payment of any other amount payable to
any Lender Party to such Lender Party for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of an Assignment and Acceptance and recording of
the information contained therein in the Register pursuant to Section 8.07(c),
from and after the effective date specified in such Assignment and Acceptance,
the Agent shall make all payments hereunder and under the Notes in respect of
the interest assigned thereby to the Lender Party assignee thereunder, and the
parties to such Assignment and Acceptance shall make all appropriate adjustments
in such payments for periods prior to such effective date directly between
themselves. Upon any Assuming Lender becoming a Lender Party hereunder as a
result of a Commitment Increase pursuant to Section 2.06(b) and upon the Agent's
receipt of such Lender Party's Assumption Agreement and recording the
information contained therein in the Register, from and after the applicable
Increase Date, the Agent shall make all payments hereunder and under the Notes
in respect of the interest assumed thereby to such Assuming Lender.

      (b) All computations of interest based on the Base Rate shall be made by
the Agent on the basis of a year of 365 or 366 days, as the case may be, and all
computations of interest based on the Eurodollar Rate, LIBO Rate or the Federal
Funds Rate and of fees or Letter of Credit commissions shall be made by the
Agent on the basis of a year of 360 days, in each case for the actual number of
days (including the first day but excluding the last day) occurring in the
period for which such interest, fees or commissions are payable. Each
determination by the Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent error in the calculation of such interest rate.

      (c) Whenever any payment hereunder or under the Notes shall be stated to
be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or facility fee, as the case
may be; provided, however, that, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to be
made in the next following calendar month, such payment shall be made on the
next preceding Business Day.

      (d) Unless the Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the any Lender Party hereunder that the
Borrower will not make such payment in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Lender
Party on such due date an amount equal to the amount then due such Lender Party.
If and to the extent the Borrower shall not have so made such payment in full to

                                       31
<PAGE>

the Agent, each Lender Party shall repay to the Agent forthwith on demand such
amount distributed to such Lender Party together with interest thereon, for each
day from the date such amount is distributed to such Lender Party until the date
such Lender Party repays such amount to the Agent, at the Federal Funds Rate.

      SECTION 2.15. Taxes. (a) Subject to Sections 2.15(e) and 2.15(f), any and
all payments by the Borrower hereunder or under the Notes shall be made, in
accordance with Section 2.14, free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto imposed by the United
States or any political subdivision thereof (or in the case of any payments by
or behalf of the Borrower through an account or branch outside the United States
or by or on behalf of the Borrower by a payor that is not a United States
person, such payments shall be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto imposed by a foreign
jurisdiction or any political subdivision thereof), excluding, in the case of
each Lender Party and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it in lieu of net income taxes (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities in
respect of payments hereunder or under the Notes being hereinafter referred to
as "Taxes"). Subject to Sections 2.15(e) and 2.15(f), if the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Lender Party or the Agent, (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.15) such Lender Party or the Agent (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall
pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law. Within 30 days after the date of
any payment of Taxes, the Borrower shall furnish to the Agent, at its address
referred to in Section 8.02, the original or a certified copy of a receipt
evidencing payment thereof. For purposes of this Section 2.15(a) and Section
2.15(e), the terms "United States" and "United States person" shall have the
meanings specified in Section 7701 of the Internal Revenue Code.

      (b) In addition, the Borrower agrees to pay any stamp or documentary taxes
or any other excise or property taxes, charges or similar levies that arise from
any payment made hereunder or under the Notes or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement
or the Notes as a result of the introduction of, any change in, or any change in
the interpretation of, any law or regulation after the Restatement Effective
Date (hereinafter referred to as "Other Taxes").

      (c) Subject to Sections 2.15(d), 2.15(e) and 2.15(f), the Borrower shall
indemnify each Lender Party and the Agent for the full amount of Taxes or Other
Taxes (to the extent not previously paid under Section 2.15(a) or 2.15(b))
imposed on or paid by such Lender Party or the Agent (as the case may be) and
any liability (including penalties, interest and expenses but excluding any
taxes imposed by any jurisdiction on amounts payable under this Section 2.15)
arising therefrom or with respect thereto. This indemnification shall be made
within 30 days from the date such Lender Party or the Agent (as the case may be)
makes written demand therefor.

                                       32
<PAGE>

      (d) Each Lender Party organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender Party and on the date of the
Assumption Agreement or the Assignment and Acceptance, as the case may be,
pursuant to which it becomes a Lender Party in the case of each other Lender
Party, and from time to time thereafter as requested in writing by the Borrower
(but only so long as such Lender Party remains lawfully able to do so), shall
provide each of the Agent and the Borrower with two properly and accurately
completed and duly executed original Internal Revenue Service forms W-8BEN or
W-8ECI, as appropriate, or any successor or other form prescribed by the
Internal Revenue Service, establishing that payments to such Lender Party are
not subject to United States federal withholding tax under the Internal Revenue
Code because such payment is either effectively connected with the conduct by
such Lender Party of a trade or business in the United States or totally exempt
from United States federal withholding tax by reason of the application of an
income tax treaty to which the United States is a party. If any Lender Party
which is organized under the laws of a jurisdiction outside the United States is
unable to provide the above-described forms for a relevant interest period (or
if the Lender Party's appropriate personnel responsible for providing the forms
actually become aware that the forms provided by it are inaccurate), such Lender
Party shall notify the Borrower in writing prior to or immediately upon the
commencement of such relevant interest period.

      (e) For any period with respect to which a Lender Party has failed to
provide the Borrower with the appropriate form described in Section 2.15(d)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided, or if such form
is no longer required to establish an exemption from United States federal
withholding tax), such Lender Party shall not be entitled to indemnification
under Section 2.15(a) or 2.15(c) with respect to Taxes imposed by the United
States by reason of such failure and the Borrower shall be entitled to withhold
Taxes from payments to such Lender Party; provided, however, that should a
Lender Party become subject to Taxes because of its failure to deliver a form
required hereunder, the Borrower shall take such steps at such Lender Party's
expense as such Lender Party shall reasonably request to assist such Lender
Party to recover such Taxes.

      (f) Notwithstanding anything else contained in this Section 2.15, the
Borrower shall only be required to pay additional sums with respect to Taxes
(subject to Section 2.15(h)), to a Lender Party (or the Agent, as the case may
be) pursuant to Section 2.15(a) or 2.15(c) if the obligation to pay such Taxes
results from such Lender Party's inability to obtain a complete exemption from
Taxes as a result of (i) any amendment to the laws (or any regulations
thereunder), or any amendment to, or change in, an interpretation or application
of any such laws or regulations by any legislative body, court, governmental
agency or regulatory authority adopted or enacted after the date hereof (or in
the case of an entity that becomes a Lender Party after the date hereof, the
date such entity becomes a Lender Party), (ii) an amendment, modification or
revocation of any existing applicable tax treaty ratified, enacted or amended
after the date hereof (or in the case of an entity that becomes a Lender Party
after the date hereof, the date such entity becomes a Lender Party), or (iii)
the ratification of a new tax treaty ratified after the date hereof (or in the
case of an entity that becomes a Lender Party after the date hereof, the date
such entity becomes a Lender Party).

                                       33
<PAGE>

      (g) In the event that the Borrower makes an additional payment under
Section 2.15(a) or 2.15(c) for the account of any Lender Party and such Lender
Party, in its sole opinion, determines that it has finally and irrevocably
received or been granted a credit against, or relief or remission from, or
repayment of, any tax paid or payable by it in respect of or calculated with
reference to the deduction or withholding giving rise to such additional
payment, such Lender Party shall, to the extent that it determines that it can
do so without prejudice to the retention of the amount of such credit, relief,
remission or repayment, pay to the Borrower such amount as such Lender Party
shall, in its sole opinion, have determined is attributable to such deduction or
withholding and will leave such Lender Party (after such payment) in no worse
position than it would have been had the Borrower not been required to make such
deduction or withholding. Nothing contained herein shall (i) interfere with the
right of a Lender Party to arrange its tax affairs in whatever manner it thinks
fit or (ii) oblige any Lender Party to claim any tax credit or to disclose any
information relating to its tax affairs or any computations in respect thereof
or (iii) require any Lender Party to take or refrain from taking any action that
would prejudice its ability to benefit from any other credits, reliefs,
remissions or repayments to which it may be entitled. Each Lender Party and the
Agent shall reasonably cooperate with the Borrower at the Borrower's written
request and sole expense, in contesting any Tax or Other Tax the Borrower would
bear pursuant to this Section 2.15, provided, however, that (A) no tax return of
such Lender Party or the Agent is or would be held open as a result of such
contest, (B) neither such Lender Party nor the Agent is required to reopen a tax
year that has already closed and (C) such Lender Party and the Agent shall, in
the sole opinions of such Lender Party and the Agent, respectively, have
determined that such contest will leave such Lender Party and the Agent,
respectively, in no worse position than it would have been in had it not
contested such Tax or Other Tax. Nothing contained herein shall interfere with
the right of a Lender Party or the Agent to arrange its tax affairs in whatever
manner it thinks fit, if in the sole judgment of such Lender Party or the Agent,
such contest would be disadvantageous to such Lender Party or the Agent. In
pursuing a contest in any Lender Party's or the Agent's name, such Lender Party
or the Agent will be represented by counsel of such Lender Party's or the
Agent's choice, and will defend against, settle or otherwise control the contest
and will not relinquish control or decision making over the contest.

      (h) Any Lender Party claiming any additional amounts payable pursuant to
this Section 2.15 agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to minimize such additional
amounts and to change the jurisdiction of its Eurodollar Lending Office if the
making of such a change would avoid the need for, or reduce the amount of, any
additional amounts that may thereafter accrue and would not, in the reasonable
judgment of such Lender Party, be otherwise notably disadvantageous to such
Lender Party. The Borrower shall reimburse such Lender Party for such Lender
Party's reasonable expenses incurred in connection with such change or in
considering such a change in an amount not to exceed the Borrower's pro rata
share of such expenses based on such Lender Party's Commitment and Advances to
the Borrower and the total lending commitments and loans of such Lender Party to
its similarly situated customers.

      SECTION 2.16. Sharing of Payments, Etc. If any Lender Party shall obtain
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Revolving Credit Advances or Letter
of Credit Advances owing to it (other than pursuant to Section 2.12, 2.15,
8.01(b), 8.04(c) or 8.07) in excess of its ratable

                                       34
<PAGE>

share of payments on account of the Revolving Credit Advances and Letter of
Credit Advances obtained by all the Lender Parties, such Lender Party shall
forthwith purchase from the other Lender Parties such participations in the
Revolving Credit Advances and Letter of Credit Advances owing to them as shall
be necessary to cause such purchasing Lender Party to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender Party, such
purchase from each Lender Party shall be rescinded and such Lender Party shall
repay to the purchasing Lender Party the purchase price to the extent of such
recovery together with an amount equal to such Lender Party's ratable share
(according to the proportion of (a) the amount of such Lender Party's required
repayment to (b) the total amount so recovered from the purchasing Lender Party)
of any interest or other amount paid or payable by the purchasing Lender Party
in respect of the total amount so recovered. The Borrower agrees that any Lender
Party so purchasing a participation from another Lender Party by delivering
payment pursuant to this Section 2.16 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender Party were the direct
creditor of the Borrower in the amount of such participation.

      SECTION 2.17. Use of Proceeds. The proceeds of the Advances and issuances
of Letters of Credit shall be available (and the Borrower agrees that it shall
use such proceeds and Letters of Credit) solely for general corporate purposes
of the Borrower and its Subsidiaries, including, without limitation, as a
commercial paper backstop, provided that such proceeds shall not be used for the
purpose of purchasing or carrying margin stock (within the meaning of Regulation
U issued by the Board of Governors of the Federal Reserve System).

                                  ARTICLE III
             CONDITIONS TO EFFECTIVENESS AND LENDING AND ISSUANCES

      SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and
2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as
of the first date (the "Restatement Effective Date") on which the following
conditions precedent have been satisfied:

            (a) The Borrower shall have paid all invoiced fees and expenses of
      the Agent and the Lender Parties (including the invoiced fees and expenses
      of counsel to the Agent).

            (b) On the Restatement Effective Date, the following statements
      shall be true and the Agent shall have received for the account of each
      Lender Party a certificate signed by a duly authorized officer of the
      Borrower, dated the Restatement Effective Date, stating that:

                  (i) the representations and warranties contained in Section
            4.01 are correct on and as of the Restatement Effective Date; and

                  (ii) no event has occurred and is continuing that constitutes
            a Default.

            (c) The Agent shall have received on or before the Restatement
      Effective Date the following, each dated the Restatement Effective Date,
      in form and substance satisfactory to the Agent and (except for the
      Revolving Credit Notes) in sufficient copies for each Lender Party:

                                       35
<PAGE>

                  (i) the Revolving Credit Notes to the order of the Lenders,
            respectively;

                  (ii) certified copies of the resolutions of the Board of
            Directors of the Borrower approving the transactions contemplated by
            this Agreement and the Notes, and of all documents evidencing other
            necessary corporate action and governmental approvals, if any, with
            respect to this Agreement and such Notes;

                  (iii) a certificate of the Secretary or an Assistant Secretary
            of the Borrower certifying the names and true signatures of the
            officers of the Borrower authorized to sign this Agreement and the
            Notes and the other documents to be delivered hereunder;

                  (iv) a favorable opinion of Burt Fealing, Assistant General
            Counsel for the Borrower, substantially in the form of Exhibit E
            hereto; and

                  (v) a favorable opinion of Shearman & Sterling, counsel for
            the Agent, in form and substance satisfactory to the Agent.

      SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing and
each Issuance of Letters of Credit. The obligation of each Lender to make a
Revolving Credit Advance on the occasion of each Revolving Credit Borrowing and
the obligation of the Issuing Bank to issue a Letter of Credit shall be subject
to the conditions precedent that the Restatement Effective Date shall have
occurred and on the date of such Revolving Credit Borrowing or such issuance the
following statements shall be true (and each of the giving of the applicable
Notice of Revolving Credit Borrowing, Notice of Issuance and the acceptance by
the Borrower of the proceeds of such Revolving Credit Borrowing or issuance of
such Letter of Credit shall constitute a representation and warranty by the
Borrower that on the date of such Borrowing or issuance such statements are
true):

            (a) the representations and warranties contained in Section 4.01 and
      in each Guaranty are correct on and as of such date, before and after
      giving effect to such Revolving Credit Borrowing or issuance and to the
      application of the proceeds therefrom, as though made on and as of such
      date (except to the extent that any such representation or warranty
      relates to a specific earlier date); and

            (b) no event has occurred and is continuing, or would result from
      such Revolving Credit Borrowing, from such issuance or from the
      application of the proceeds therefrom, that constitutes a Default.

      SECTION 3.03. Conditions Precedent to Each Competitive Bid Borrowing. The
obligation of each Lender that is to make a Competitive Bid Advance on the
occasion of a Competitive Bid Borrowing to make such Competitive Bid Advance as
part of such Competitive Bid Borrowing is subject to the conditions precedent
that (a) the Agent shall have received the written confirmatory Notice of
Competitive Bid Borrowing with respect thereto, (b) on or before the date of
such Competitive Bid Borrowing, but prior to such Competitive Bid Borrowing, the
Agent shall have received a Competitive Bid Note payable to the order of such
Lender for each of the one or more Competitive Bid Advances to be made by such
Lender as part of such Competitive Bid Borrowing, in a principal amount equal to
the principal amount of the Competitive Bid Advance to be evidenced thereby and
otherwise on such terms as were agreed to for such Competitive Bid Advance in
accordance with Section 2.03, and (c) on the date of such

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<PAGE>

Competitive Bid Borrowing the following statements shall be true (and each of
the giving of the applicable Notice of Competitive Bid Borrowing and the
acceptance by the Borrower of the proceeds of such Competitive Bid Borrowing
shall constitute a representation and warranty by the Borrower that on the date
of such Competitive Bid Borrowing such statements are true):

            (i) the representations and warranties contained in Section 4.01 and
      in each Guaranty are correct on and as of the date of such Competitive Bid
      Borrowing, before and after giving effect to such Competitive Bid
      Borrowing and to the application of the proceeds therefrom, as though made
      on and as of such date (except to the extent that any such representation
      or warranty relates to a specific earlier date);

            (ii) no event has occurred and is continuing, or would result from
      such Competitive Bid Borrowing or from the application of the proceeds
      therefrom, that constitutes a Default; and

            (iii) no event has occurred and no circumstance exists as a result
      of which the information concerning the Borrower that has been provided to
      the Agent and each Lender Party by the Borrower in connection herewith
      would include an untrue statement of a material fact or omit to state any
      material fact or any fact necessary to make the statements contained
      therein, in the light of the circumstances under which they were made, not
      misleading.

      SECTION 3.04. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender Party shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lender Parties unless an
officer of the Agent responsible for the transactions contemplated by this
Agreement shall have received notice from such Lender Party prior to the date
that the Borrower, by notice to the Lender Parties, designates as the proposed
Restatement Effective Date, specifying its objection thereto. The Agent shall
promptly notify the Lender Parties of the occurrence of the Restatement
Effective Date.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

      SECTION 4.01. Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:

            (a) The Borrower is a corporation duly organized, validly existing
      and in good standing under the laws of the state of its incorporation.

            (b) The execution, delivery and performance by the Borrower of this
      Agreement and the Notes, and the consummation of the transactions
      contemplated hereby, are within the Borrower's corporate powers, have been
      duly authorized by all necessary corporate action, and do not contravene
      (i) the Borrower's charter or by-laws (or other equivalent

                                       37
<PAGE>

      organizational documents) or (ii) any law or contractual restriction
      binding on or affecting the Borrower.

            (c) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body or any
      other third party is required for the due execution, delivery and
      performance by the Borrower of this Agreement or the Notes.

            (d) This Agreement has been, and each of the Notes when delivered
      hereunder will have been, duly executed and delivered by the Borrower.
      Assuming that this Agreement has been duly executed and delivered by the
      Agent and each of the Initial Lender Parties, this Agreement is, and each
      of the Notes when delivered hereunder will be, the legal, valid and
      binding obligation of the Borrower enforceable against the Borrower in
      accordance with its terms, subject to (i) bankruptcy, insolvency,
      reorganization, moratorium and other similar laws of general application
      affecting the rights and remedies of creditors and secured parties and
      (ii) general principals of equity, regardless of whether applied in
      proceedings in equity or at law.

            (e) The Consolidated balance sheet of the Borrower and its
      Subsidiaries as at December 31, 2000, and the related Consolidated
      statements of income and cash flows of the Borrower and its Subsidiaries
      for the fiscal year then ended, accompanied by an opinion of Arthur
      Andersen LLP, independent public accountants, and the Consolidated balance
      sheet of the Borrower and its Subsidiaries as at June 30, 2001, and the
      related Consolidated statements of income and cash flows of the Borrower
      and its Subsidiaries for the six months then ended, copies of which have
      been furnished to each Lender Party, fairly present, subject, in the case
      of said balance sheets as at June 30, 2001, and said statements of income
      and cash flows for the six months then ended, to year-end audit
      adjustments, the Consolidated financial condition of the Borrower and its
      Subsidiaries as at such dates and the Consolidated results of the
      operations of the Borrower and its Subsidiaries for the periods ended on
      such dates, all in accordance with generally accepted accounting
      principles consistently applied.

            (f) There is no pending or (to the knowledge of the Borrower)
      threatened action or proceeding, including, without limitation, any
      Environmental Action, affecting the Borrower or any of its Subsidiaries
      before any court, governmental agency or arbitrator that is initiated by
      any Person other than a Lender Party in its capacity as a Lender Party
      that purports to affect the legality, validity or enforceability of this
      Agreement or any Note.

            (g) Neither the Borrower nor any of its Subsidiaries is an
      Investment Company, as such term is defined in the Investment Company Act
      of 1940, as amended.

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<PAGE>

                                    ARTICLE V
                            COVENANTS OF THE BORROWER

      SECTION 5.01. Affirmative Covenants. So long as any Advance shall remain
unpaid, any Lender Party shall have any Commitment hereunder or any Letter of
Credit shall be outstanding, the Borrower will:

            (a) Compliance with Laws, Etc. Comply, and cause each of its
      Subsidiaries to comply, in all material respects, with all applicable
      laws, rules, regulations and orders, such compliance to include, without
      limitation, compliance with ERISA and Environmental Laws, except where the
      failure to so comply would not have a Material Adverse Effect.

            (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
      Subsidiaries to pay and discharge, before the same shall become
      delinquent, (i) all taxes, assessments and governmental charges or levies
      imposed upon it or upon its property and (ii) all lawful claims that, if
      unpaid, might by law become a Lien upon its property; provided, however,
      that neither the Borrower nor any of its Subsidiaries shall be required to
      pay or discharge any such tax, assessment, charge or claim that is being
      contested in good faith and by proper proceedings and as to which
      appropriate reserves are being maintained, unless and until any Lien
      resulting therefrom attaches to its property and becomes enforceable
      against its other creditors and the aggregate of such Liens would have a
      Material Adverse Effect.

            (c) Maintenance of Insurance. Maintain, and cause each of its
      Subsidiaries to maintain, insurance with responsible and reputable
      insurance companies or associations in such amounts and covering such
      risks as is usually carried by companies engaged in similar businesses and
      owning similar properties in the same general areas in which the Borrower
      or such Subsidiary operates; provided, however, that each of the Borrower
      and its Subsidiaries may self- insure to the extent consistent with
      prudent business practice.

            (d) Preservation of Corporate Existence, Etc. Preserve and maintain,
      and cause each of its Subsidiaries to preserve and maintain, its corporate
      existence, rights (charter and statutory) and franchises; provided,
      however, that the Borrower and its Subsidiaries may consummate any
      transaction permitted under Section 5.02(b) and provided further that
      neither the Borrower nor any of its Subsidiaries shall be required to
      preserve any right or franchise if the senior management of the Borrower
      or of such Subsidiary shall determine that the preservation thereof is no
      longer desirable in the conduct of the business of the Borrower or such
      Subsidiary, as the case may be, and that the loss thereof is not
      disadvantageous in any material respect to the Borrower or such
      Subsidiary.

            (e) Visitation Rights. During normal business hours and upon not
      less than five days' notice, permit the Agent or any of the Lender Parties
      or any agents or representatives thereof, to examine and make copies of
      and abstracts from the records and books of account of (excluding any
      confidential information), and visit the properties of, the Borrower and
      any of its Subsidiaries, and to discuss the affairs, finances and accounts
      of the Borrower and any of its Subsidiaries with the appropriate
      representatives of the

                                       39
<PAGE>

      Borrower and together with the appropriate representatives of the
      Borrower's independent certified public accountants, provided, however,
      that examination of the records of the Borrower shall occur only at times
      when an Advance or Advances shall be outstanding to the Borrower and
      provided, further, that the Agent and the Lender Parties may make copies
      of and abstracts from the records and books of account only at times when
      a Default has occurred and is continuing.

            (f) Keeping of Books. Keep, and cause each of its Subsidiaries to
      keep, proper books of record and account, in which full and correct
      entries shall be made of all financial transactions and the assets and
      business of the Borrower and each such Subsidiary in accordance with
      generally accepted accounting principles in effect from time to time.

            (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
      each of its Subsidiaries to maintain and preserve, its properties that are
      used or useful in the conduct of its business in good working order and
      condition, ordinary wear and tear excepted.

            (h) Transactions with Affiliates. Conduct, and cause each of its
      Subsidiaries to conduct, all transactions otherwise permitted under this
      Agreement with any of their Affiliates on terms that are fair and
      reasonable and no less favorable to the Borrower or such Subsidiary than
      it would obtain in a comparable arm's-length transaction with a Person not
      an Affiliate, except where the failure to do so, in the aggregate, would
      not have a Material Adverse Effect.

            (i) Reporting Requirements. Furnish to the Lender Parties:

                  (i) As soon as available and in any event within 60 days after
            the end of each of the first three quarters of each fiscal year of
            the Borrower, the Consolidated balance sheet of the Borrower and its
            Subsidiaries as of the end of such quarter and the Consolidated
            statements of income and cash flows of the Borrower and its
            Subsidiaries for the period commencing at the end of the previous
            fiscal year and ending with the end of such quarter, duly certified
            (subject to year-end audit adjustments) by the chief financial
            officer, treasurer or controller of the Borrower as having been
            prepared in accordance with generally accepted accounting principles
            and certificates of the chief financial officer, treasurer or
            controller of the Borrower as to compliance with the terms of this
            Agreement and setting forth in reasonable detail the calculations
            necessary to demonstrate compliance with Section 5.03, provided that
            in the event of any change in GAAP used in the preparation of such
            financial statements, the Borrower shall also provide, if necessary
            for the determination of compliance with Section 5.03, a description
            of such change in GAAP and the effect of such change on the
            calculations required to make such determination of compliance;

                  (ii) as soon as available and in any event within 120 days
            after the end of each fiscal year of the Borrower, a copy of the
            annual audited report for such year for the Borrower and its
            Subsidiaries, containing the Consolidated balance sheet of the
            Borrower and its Subsidiaries as of the end of such fiscal year and
            the

                                       40
<PAGE>

            Consolidated statements of income and cash flows of the Borrower and
            its Subsidiaries for such fiscal year, in each case accompanied by
            an opinion acceptable to the Required Lenders by Arthur Andersen LLP
            or other independent public accountants of nationally recognized
            standing, provided that in the event of any change in GAAP used in
            the preparation of such financial statements, the Borrower shall
            also provide, if necessary for the determination of compliance with
            Section 5.03, a description of such change in GAAP and the effect of
            such change on the calculations required to make such determination
            of compliance;

                  (iii) as soon as possible and in any event within five
            Business Days after the occurrence of each Default continuing on the
            date of such statement, a statement of the chief financial officer,
            treasurer or controller of the Borrower setting forth details of
            such Default and the action that the Borrower has taken and proposes
            to take with respect thereto;

                  (iv) promptly after the sending or filing thereof, copies of
            all quarterly and annual reports and proxy solicitations that the
            Borrower sends to any of its securityholders, and copies of all
            reports on Form 8-K that the Borrower files with the Securities and
            Exchange Commission (other than reports on Form 8-K filed solely for
            the purpose of incorporating exhibits into a registration statement
            previously filed with the Securities and Exchange Commission);

                  (v) prompt notice of all actions and proceedings before any
            court, governmental agency or arbitrator affecting the Borrower or
            any of its Subsidiaries of the type described in Section 3.01(b);
            and

                  (vi) such other information respecting the Borrower or any of
            its Subsidiaries as any Lender Party through the Agent may from time
            to time reasonably request.

            Reports required to be delivered pursuant to clauses (i), (ii) and
      (iv) above shall be deemed to have been delivered on the date on which
      such report is posted on the SEC's website at www.sec.gov, and such
      posting shall be deemed to satisfy the reporting requirements of clauses
      (i), (ii) and (iv) above; provided that in every instance the Borrower
      shall provide paper copies of the certificate required by clauses (iii)
      and (v) above to the Agent and each of the Lender Parties until such time
      as the Agent shall provided the Borrower written notice otherwise.

            (j) Covenant to Guarantee Obligations. Promptly and in any event
      within 10 days of either (i) the formation or acquisition of any new
      direct or indirect Material Subsidiary or (ii) the delivery of audited
      annual financial statements pursuant to Section 5.01(i) that indicate that
      a Subsidiary of the Borrower that is not at such time a guarantor is a
      Material Subsidiary, at the Borrower's expense, cause such Material
      Subsidiary to duly execute and deliver to the Agent a guaranty in
      substantially the form of Exhibit F hereto (a "Guaranty") or Guaranty
      Supplement (as defined in the Guaranty), together with such documents as
      the Required Lenders may request evidencing corporate action taken to
      authorize such execution and delivery, the incumbency and signatures of
      officers of

                                       41
<PAGE>

      such Material Subsidiary and a signed copy of a favorable opinion,
      addressed to the Agent and the Lender Parties, of counsel for the Borrower
      reasonably acceptable to the Agent as to (A) such Guaranties and Guaranty
      Supplements being legal, valid and binding obligations of each Person
      party thereto, enforceable in accordance with their terms, subject to (1)
      bankruptcy, insolvency, reorganization, moratorium and other similar laws
      of general application affecting the rights and remedies of creditors and
      secured parties and (2) general principles of equity, regardless of
      whether applied in proceedings in equity or at law, and (B) such other
      matters as the Required Lenders may reasonably request.

      SECTION 5.02. Negative Covenants . So long as any Advance shall remain
unpaid, any Lender Party shall have any Commitment hereunder or any Letter of
Credit shall be outstanding, the Borrower will not:

            (a) Liens, Etc. Create or suffer to exist, or permit any Subsidiary
      to create or suffer to exist, any Lien on or with respect to any of its
      properties, whether now owned or hereafter acquired, or on any of the
      income or profits therefrom, unless it shall have made effective provision
      whereby the Advances shall be secured by such Lien equally and ratably
      with any and all obligations and Debt so secured so long as such
      obligations and Debt are so secured; provided that nothing in this Section
      5.02 shall be construed to prevent or restrict the following:

                  (i) Permitted Liens;

                  (ii) purchase money Liens (including mortgages, conditional
            sales, capital leases and any other title retention, deferred
            purchase or vendor financing device or arrangement) upon or in any
            real property or equipment acquired or held by the Borrower or any
            of its Subsidiaries in the ordinary course of business to secure the
            purchase price of such property or equipment or to secure Debt
            incurred solely for the purpose of financing the acquisition of such
            property or equipment if such Liens attach within 180 days after the
            date of such acquisition, or Liens existing on such property or
            equipment at the time of its acquisition, or conditional sales or
            other similar title retention agreements with respect to property
            hereafter acquired or extensions, renewals or replacements of any of
            the foregoing for the same or a lesser amount, provided, however,
            that no such Lien shall extend to or cover any properties of any
            character other than the real property or equipment being acquired,
            and no such extension, renewal or replacement shall extend to or
            cover any properties not theretofore subject to the Lien being
            extended, renewed or replaced;

                  (iii) the Liens existing on the Restatement Effective Date and
            described on Schedule 5.02(a) hereto;

                  (iv) Liens on property or assets of a Person existing at the
            time (A) such Person is merged into or consolidated with the
            Borrower or any of its Subsidiaries or (B) any property or assets of
            such Person is acquired by the Borrower or any of its Subsidiaries;
            provided that any such Liens that were

                                       42
<PAGE>

            created during the period immediately prior to such merger,
            consolidation or acquisition were created in the ordinary course of
            business of such Person and the Debt secured by such Liens does not
            exceed the fair market value of the assets (including intangible
            assets) of such Person so merged into or consolidated with the
            Borrower or any of its Subsidiaries or so acquired by the Borrower
            or any of its Subsidiaries;

                  (v) the subordination of the Borrower's rights with respect to
            any Debt owed to the Borrower by any of its Subsidiaries to the
            right of any creditor of such Subsidiary for money or credit
            advanced to such Subsidiary;

                  (vi) the replacement, extension or renewal of any Lien
            permitted by clauses (iii) and (iv) above upon or in the same
            property theretofore subject thereto or the replacement, extension
            or renewal (without increase in the amount or extension of the final
            maturity date) of the Debt secured thereby;

                  (vii) Liens on deposits with banks, if such Liens are made in
            connection with loans made by such banks to any Subsidiaries of the
            Borrower so long as all such deposits subject to such Liens shall
            not in the aggregate exceed $35,000,000; and

                  (viii) other Liens securing Debt in an aggregate principal
            amount not to exceed $200,000,000 at any time outstanding; provided
            that no Liens permitted by this clause (viii) shall secure Debt
            owing to Verizon or any of its Affiliates.

            (b) Mergers, Etc. Merge or consolidate with or into, or convey,
      transfer, lease or otherwise dispose of (whether in one transaction or in
      a series of transactions) all or substantially all of its assets (whether
      now owned or hereafter acquired) to, any Person, or permit its
      Subsidiaries to merge or consolidate with or into, or convey, transfer,
      lease or otherwise dispose of (whether in one transaction or in a series
      of transactions) all or substantially all of their assets to, any Person
      (other than the Borrower or any Subsidiary), except that (i) any Person
      primarily engaged in the communications business may merge into or
      consolidate with the Borrower so long as the Borrower is the surviving
      corporation, (ii) the Subsidiaries may merge into, consolidate with or
      dispose of assets to Persons other than the Borrower and its Subsidiaries
      so long as, after giving effect to such transaction, the Subsidiaries,
      taken as a whole, have not disposed of all or substantially all of their
      assets, and (iii) the Borrower may merge with any of its Subsidiaries so
      long as the surviving corporation assumes all obligations of the Borrower
      hereunder and under the Notes and such surviving corporation has a Public
      Debt Rating from at least one of Moody's and S&P of better than or equal
      to Baa2 and BBB, respectively, provided, in each case, that no Default
      shall have occurred and be continuing at the time of such proposed
      transaction or would result therefrom.

            (c) Accounting Changes. Make or permit, or permit any of its
      Subsidiaries to make or permit, any change in accounting policies or
      reporting practices, except (i) as required or permitted by GAAP or (ii)
      where the effect of such change, together with all other changes in
      accounting policies or reporting practices made pursuant to this

                                       43
<PAGE>

      clause (ii) since the Restatement Effective Date, is immaterial to the
      Borrower and its Subsidiaries taken as a whole.

      SECTION 5.03. Financial Covenant. So long as any Advance shall remain
unpaid, any Lender Party shall have any Commitment hereunder or any Letter of
Credit shall be outstanding, the Borrower shall maintain, at the end of each
fiscal quarter, a ratio of (a) Consolidated Debt to (b) the sum of Consolidated
Debt plus Consolidated Contributed Capital, of not more than 0.73:1.0.

                                   ARTICLE VI
                                EVENTS OF DEFAULT

      SECTION 6.01. Events of Default. If any of the following events ("Events
of Default") shall occur and be continuing:

            (a) the Borrower shall fail to pay any principal of any Advance when
      the same becomes due and payable; or the Borrower shall fail to pay any
      interest on any Advance or make any other payment of fees or other amounts
      payable under this Agreement or any Note within five Business Days after
      the same becomes due and payable; or

            (b) any representation or warranty made or deemed made by the
      Borrower herein or by the Borrower (or any of its officers) in connection
      with this Agreement or by any Material Subsidiary in any Guaranty shall
      prove to have been incorrect in any material respect when made or deemed
      made; or

            (c) (i) the Borrower shall fail to perform or observe any term,
      covenant or agreement contained in Section 5.01(d), 5.01(e), 5.01(h),
      5.01(i)(iii) or 5.01(i)(v), 5.02 or 5.03, or (ii) the Borrower shall fail
      to perform or observe any term, covenant or agreement contained in Section
      5.01(i) (other than clauses (iii) and (v) thereof) if such failure shall
      remain unremedied for five Business Days after written notice thereof
      shall have been given to the Borrower by the Agent or any Lender Party, or
      (iii) the Borrower shall fail to perform or observe any other term,
      covenant or agreement contained in this Agreement on its part to be
      performed or observed if such failure shall remain unremedied for 30 days
      after written notice thereof shall have been given to the Borrower by the
      Agent or any Lender Party; provided that, solely with respect to this
      clause (iii), if the Borrower is working in good faith to remedy such
      failure, the 30 day period shall be extended to the earlier of (a) the
      date on which the Borrower is no longer working in good faith to remedy
      such failure or (b) the date that is 60 days after the initial written
      notice of such failure was given to the Borrower by the Agent or any
      Lender Party; or

            (d) the Borrower or any Subsidiary shall fail to pay any principal
      of or premium or interest on any Debt that is outstanding in a principal
      or, in the case of Hedge Agreements, net amount of at least $100,000,000
      in the aggregate (but excluding Debt outstanding hereunder) of the
      Borrower or such Subsidiary (as the case may be) (the "Requisite Amount"),
      when the same becomes due and payable (whether by scheduled maturity,
      required prepayment, acceleration, demand or otherwise), and such failure
      shall continue after the later of five Business Days and the applicable
      grace period, if any,

                                       44
<PAGE>

      specified in the agreement or instrument relating to such Debt; or any
      such Debt aggregating the Requisite Amount shall be declared due and
      payable or any other event shall occur or condition shall exist under any
      agreement or instrument relating to any such Debt aggregating the
      Requisite Amount and shall continue after the applicable grace period, if
      any, specified in such agreement or instrument, if the effect of such
      event or condition is to accelerate the maturity of such Debt; or any such
      Debt aggregating the Requisite Amount shall be required to be prepaid or
      redeemed (other than by a regularly scheduled required prepayment or
      redemption), purchased or defeased, in each case prior to the stated
      maturity thereof where the cause of such prepayment, redemption, purchase
      or defeasance is the occurrence of an event or condition that is premised
      on a material adverse deterioration of the financial condition, results of
      operations or properties of the Borrower or such Subsidiary; provided that
      with respect to Debt aggregating the Requisite Amount of the types
      described in clauses (h) or (i) of the definition of "Debt" and to the
      extent such Debt relates to the obligations of any Person other than a
      Subsidiary of the Borrower, no Event of Default shall occur so long as the
      payment of such Debt is being contested in good faith and by proper
      proceedings and as to which appropriate reserves are being maintained; or


            (e) the Borrower or any of its Material Subsidiaries shall generally
      not pay its debts as such debts become due, or shall admit in writing its
      inability to pay its debts generally, or shall make a general assignment
      for the benefit of creditors; or any proceeding shall be instituted by or
      against the Borrower or any of its Material Subsidiaries seeking to
      adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
      reorganization, arrangement, adjustment, protection, relief, or
      composition of it or its debts under any law relating to bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an order for relief or the appointment of a receiver, trustee, custodian
      or other similar official for it or for any substantial part of its
      property and, in the case of any such proceeding instituted against it
      (but not instituted by it), either such proceeding shall remain
      undismissed or unstayed for a period of 60 days, or any of the actions
      sought in such proceeding (including, without limitation, the entry of an
      order for relief against, or the appointment of a receiver, trustee,
      custodian or other similar official for, it or for any substantial part of
      its property) shall occur; or the Borrower or any of its Material
      Subsidiaries shall take any corporate action to authorize any of the
      actions set forth in this Section 6.01(e) under any law relating to
      bankruptcy, insolvency or reorganization or relief of debtors; or

            (f) any judgment or order for the payment of money in excess of
      $100,000,000 shall be rendered against the Borrower or any of its Material
      Subsidiaries and enforcement proceedings shall have been commenced by any
      creditor upon such judgment or order for which a stay of enforcement of
      such judgment or order, by reason of a pending appeal or otherwise, shall
      not be in effect; provided, however, that any such judgment or order shall
      not be an Event of Default under this Section 6.01(f) if and for so long
      as (i) the amount of such judgment or order is covered by a valid and
      binding policy of insurance between the defendant and the insurer or
      insurers covering payment thereof, (ii) such insurer shall be rated, or if
      more than one insurer, at least 90% of such insurers as measured by the
      amount of risk insured shall be rated, at least "A-" by A.M. Best Company
      or its successor or its successors and (iii) each such insurer has been
      notified

                                       45
<PAGE>

      of, and has not disputed the claim made for payment of, the amount of such
      judgment or order; or

            (g) (i) Verizon shall cease, prior to the exercise of the Verizon
      Option, to control, directly or indirectly, a sufficient number of shares
      of the Borrower's capital stock such that, upon exercise of the Verizon
      Option, Verizon would own, directly or indirectly, at least 50% of the
      combined voting power of all Voting Stock of the Borrower; or (ii) the
      Verizon Option is cancelled or becomes invalid or unenforceable (other
      than upon the exercise thereof) or the U.S. Federal Communications
      Commission issues a final ruling that will prevent the exercise of the
      Verizon Option; or (iii) after the exercise of the Verizon Option, Verizon
      shall cease to own, directly or indirectly, at least 50% of the combined
      voting power of all Voting Stock of the Borrower; or

            (h) the Borrower or its ERISA Affiliates shall incur, or shall be
      reasonably likely to incur, liability that would have a Material Adverse
      Effect as a result of one or more of the following: (i) the occurrence of
      any ERISA Event; (ii) the partial or complete withdrawal of the Borrower
      or its ERISA Affiliates from a Multiemployer Plan; or (iii) the
      reorganization or termination of a Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender Party to make Advances (other than Letter of Credit
Advances by the Issuing Bank or a Lender pursuant to Section 2.04(c)) and of the
Issuing Bank to issue Letters of Credit to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement by the Borrower to be forthwith due and payable, whereupon the
Advances, all such interest and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived; provided, however, that in the
event of an actual or deemed entry of an order for relief under the Federal
Bankruptcy Code, (A) the obligation of each Lender Party to make Advances (other
than Letter of Credit Advances by the Issuing Bank or a Lender pursuant to
Section 2.04(c)) or to issue Letters of Credit shall automatically be terminated
and (B) the Notes, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived.

      SECTION 6.02. Actions in Respect of the Letters of Credit upon Default. If
any Event of Default shall have occurred and be continuing, the Agent may with
the consent, or shall at the request, of the Required Lenders, irrespective of
whether it is taking any of the actions described in Section 6.01 or otherwise,
make demand upon the Borrower to, and forthwith upon such demand the Borrower
will, (a) pay to the Agent on behalf of the Lender Parties in same day funds at
the Agent's office designated in such demand, for deposit in the L/C Cash
Collateral Account, an amount equal to the aggregate Available Amount of all
Letters of Credit then outstanding or (b) make such other arrangements in
respect of the outstanding Letters of Credit as shall be acceptable to the
Required Lenders. If at any time the Agent determines that any funds held in the
L/C Cash Collateral Account are subject to any right or claim of any Person
other than the Agent and the Lender Parties or that the total amount of such
funds is less than the

                                       46
<PAGE>

aggregate Available Amount of all Letters of Credit, the Borrower will,
forthwith upon demand by the Agent, pay to the Agent, as additional funds to be
deposited and held in the L/C Cash Collateral Account, an amount equal to the
excess of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Collateral Account that the Agent
determines to be free and clear of any such right and claim. Upon the drawing of
any Letter of Credit, to the extent funds are on deposit in the L/C Cash
Collateral Account, such funds shall be applied to reimburse the Issuing Bank to
the extent permitted by applicable law.

                                  ARTICLE VII
                                   THE AGENT

      SECTION 7.01. Authorization and Action. Each Lender Party (in its
capacities as a Lender and the Issuing Bank (if applicable)) hereby appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto. As to any matters not expressly provided for by this
Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders and such instructions shall be binding upon all Lender
Parties and all holders of Notes; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent agrees to give to
each Lender Party prompt notice of each notice given to it by the Borrower
pursuant to the terms of this Agreement.

      SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agent: (a) may treat the
payee of any Note as the holder thereof until the Agent receives and accepts an
Assignment and Acceptance entered into by the Lender that is the payee of such
Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section
8.07; (b) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (c) makes no
warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement; (d) shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement on the part of the Borrower or
to inspect the property (including the books and records) of the Borrower; (e)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, this Agreement or any other instrument
or document furnished pursuant hereto; and (f) shall incur no liability under or
in respect of this Agreement by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telecopier, telegram or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

                                       47
<PAGE>

      SECTION 7.03. Chase and Affiliates. With respect to its Commitment, the
Advances made by it and the Notes issued to it, Chase shall have the same rights
and powers under this Agreement as any other Lender Party and may exercise the
same as though it were not the Agent; and the term "Lender Party" or " Lender
Parties" shall, unless otherwise expressly indicated, include Chase in its
individual capacity. Chase and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Borrower, its Subsidiaries and any Person who may do business with or own
securities of the Borrower or its Subsidiaries, all as if Chase were not the
Agent and without any duty to account therefor to the Lender Parties.

      SECTION 7.04. Lender Party Credit Decision. Each Lender Party
acknowledges that it has, independently and without reliance upon the Agent or
any other Lender Party and based on the financial statements referred to in
Section 4.01(e) and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender Party also acknowledges that it will, independently and
without reliance upon the Agent or any other Lender Party and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement.

      SECTION 7.05. Indemnification. (a) Each Lender Party severally agrees to
indemnify the Agent (to the extent not reimbursed by the Borrower), ratably
according to the respective principal amounts of the Revolving Credit Advances
and Letter of Credit Advances owed each of them (or if no Revolving Credit
Advances or Letter of Credit Advances are at the time outstanding, ratably
according to their Commitments), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Agent in any way relating to or arising
out of this Agreement or any action taken or omitted by the Agent under this
Agreement, provided that no Lender Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender Party
agrees to reimburse the Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, to the extent that the Agent is not
reimbursed for such expenses by the Borrower.

      (b) Each Lender Party severally agrees to indemnify the Issuing Bank (to
the extent not promptly reimbursed by the Borrower) from and against such Lender
Party's ratable share (determined as provided below) of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Issuing Bank in any way relating to or
arising out of this Agreement or any action taken or omitted by the Issuing Bank
hereunder or in connection herewith; provided, however, that no Lender Party
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Issuing Bank's gross negligence or willful misconduct as
found in a final, non-appealable judgment by a court of competent jurisdiction.

                                       48
<PAGE>

Without limitation of the foregoing, each Lender Party agrees to reimburse the
Issuing Bank promptly upon demand for its ratable share of any costs and
expenses (including, without limitation, fees and expenses of counsel) payable
by the Borrower under Section 8.04, to the extent that the Issuing Bank is not
promptly reimbursed for such costs and expenses by the Borrower.

      (c) For purposes of this Section 7.05, the Lender Parties' respective
ratable shares of any amount shall be determined, at any time, according to the
sum of (i) the aggregate principal amount of the Advances (other than
Competitive Bid Advances) outstanding at such time and owing to the respective
Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available
Amount of all Letters of Credit outstanding at such time and (iii) their
respective Unused Commitments at such time; provided that the aggregate
principal amount of Letter of Credit Advances owing to the Issuing Bank shall be
considered to be owed to the Lenders ratably in accordance with their respective
Revolving Commitments. The failure of any Lender Party to reimburse the Agent or
the Issuing Bank, as the case may be, promptly upon demand for its ratable share
of any amount required to be paid by the Lender Parties to such Agent or the
Issuing Bank, as the case may be, as provided herein shall not relieve any other
Lender Party of its obligation hereunder to reimburse such Agent or Issuing
Bank, as the case may be, for its ratable share of such amount, but no Lender
Party shall be responsible for the failure of any other Lender Party to
reimburse the Agent or the Issuing Bank, as the case may be, for such other
Lender Party's ratable share of such amount. Without prejudice to the survival
of any other agreement of any Lender Party hereunder, the agreement and
obligations of each Lender Party contained in this Section 7.05 shall survive
the payment in full of principal, interest and all other amounts payable
hereunder and under the Notes.

      SECTION 7.06. Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lender Parties and the Borrower and may be removed
at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent which, so long as no Default shall have occurred and be
continuing, shall be subject to the Borrower's approval, which approval shall
not be unreasonably withheld. If no successor Agent shall have been so appointed
by the Required Lenders, and shall have accepted such appointment, within 30
days after the retiring Agent's giving of notice of resignation or the Required
Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf
of the Lender Parties, appoint a successor Agent, which shall be a commercial
bank organized or licensed under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$50,000,000. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, discretion, privileges and duties of the
retiring Agent, and the retiring Agent, upon appointment of such successor
Agent, shall be discharged from its duties and obligations under this Agreement.
After any retiring Agent's resignation or removal hereunder as Agent, the
provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

      SECTION 7.07. Other Agents. Citibank, N.A. has been designated as
syndication agent, Credit Suisse First Boston and Deutsche Bank AG New York
Branch have been designated as co-documentation agents and certain other Lenders
have been designated as

                                       49
<PAGE>

managing agents or co-agents on the signature pages hereof; the use of such
titles does not impose on Citibank, N.A., Credit Suisse First Boston, Deutsche
Bank AG New York Branch or any such other Lender any duties or obligations
greater than those of any other Lender Party.

                                  ARTICLE VIII
                                  MISCELLANEOUS

      SECTION 8.01. Amendments, Etc. (a) No amendment or waiver of any provision
of this Agreement or the Revolving Credit Notes, nor consent to any departure by
the Borrower therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Borrower and the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that: (i) no amendment,
waiver or consent shall, unless in writing and signed by all the Lenders, (A)
waive any of the conditions specified in Section 3.01, (B) change the percentage
of the Commitments or of the aggregate unpaid principal amount of the Revolving
Credit Notes, or the number of Lenders, that shall be required for the Lenders
or any of them to take any action hereunder or (C) amend this Section 8.01; and
(ii) no amendment, waiver or consent shall, unless in writing and signed by the
Required Lenders and each Lender that has or is owed obligations under this
Agreement or the Notes that are modified by such amendment, waiver or consent,
(A) increase the Commitment of such Lender or subject such Lender to any
additional obligations, (B) reduce the principal of, or interest on, the
Advances (other than Competitive Bid Advances) held by such Lender or any fees
or other amounts payable hereunder to such Lender, (C) postpone any date fixed
for any payment of principal of, or interest on, the Advances (other than
Competitive Bid Advances) held by such Lender or any fees or other amounts
payable hereunder to such Lender or (D) waive the application of Section 2.16;
and provided further that no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Lenders required above to
take such action, affect the rights or duties of the Agent under this Agreement
or any Note; and provided further that no amendment, waiver or consent shall,
unless in writing and signed by the Issuing Bank in addition to the Lenders
required above to take such action, affect the rights or obligations of the
Issuing Bank under this Agreement.

      (b) Each Lender Party grants (i) to the Agent the right to purchase all
(but not less than all) of such Lender Party's Commitments and Advances owing to
it and the Notes held by it and all of its rights and obligations hereunder and
under the other Loan Documents at a price equal to the aggregate amount of
outstanding Advances owed to such Lender Party (together with all accrued and
unpaid interest and fees owed to such Lender Party), and (ii) to the Borrower
the right to cause an assignment of all (but not less than all) of such Lender
Party's Commitments and Advances owing to it and the Notes held by it and all of
its rights and obligations hereunder and under the other Loan Documents to
Eligible Assignees, which right may be exercised by the Agent or the Borrower,
as the case may be, if such Lender Party refuses to execute any amendment,
waiver or consent which requires the written consent of all the Lender Parties
and to which Lender Parties owed at least 90% of the aggregate unpaid principal
amount of Revolving Credit Advances and Letter of Credit Advances or, if no such
principal amount is then outstanding, Lender Parties having at least 90% of the
Commitments, the Agent and the Borrower have agreed. Each Lender Party agrees
that if the Agent or the Borrower, as the case may be, exercises its option
hereunder, it shall promptly execute and deliver all

                                       50
<PAGE>

agreements and documentation necessary to effectuate such assignment as set
forth in Section 8.07.

      SECTION 8.02. Notices, Etc. All notices and other communications provided
for hereunder shall be in writing (including telecopier communication) and
mailed, telecopied or delivered by hand or by courier, if to the Borrower, at
its address at 225 Presidential Way, Woburn, Massachusetts 01801, Attention:
Treasurer (fax no. 781 865-8824), with a copy to its Secretary (fax no. 781
865-8863); if to any Initial Lender Party, at its Domestic Lending Office
specified opposite its name on Schedule I hereto; if to any other Lender Party,
at its Domestic Lending Office specified in the Assumption Agreement or the
Assignment and Acceptance pursuant to which it became a Lender Party; and if to
the Agent, at its address at 270 Park Avenue, New York, New York 10017,
Attention: Constance Coleman (fax no. 212 270-4584), with a copy to One Chase
Plaza, New York, New York 10081, Attention: Stephen T. McArdle (fax no. 212
552-5700); or, as to the Borrower or the Agent, at such other address as shall
be designated by such party in a written notice to the other parties and, as to
each Lender Party, at such other address as shall be designated by such Lender
Party in a written notice to the Borrower and the Agent. All such notices and
communications to any Person shall be effective (a) when actually delivered in
fully legible form to such Person or (b) five days after being deposited in the
United States mails, with first class postage prepaid and registered or
certified, provided that notices and communications to the Agent pursuant to
Article II, III or VII shall not be effective until received by the Agent, and
provided, further, that notices and communications to any Person required to be
provided hereunder within five Business Days shall only be made by hand or via
telecopy or courier. Delivery by telecopier of an executed counterpart of any
amendment or waiver of any provision of this Agreement or the Notes or of any
Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of an original executed counterpart thereof.

      SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender
Party or the Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

      SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay on demand
all reasonable out-of-pocket costs and expenses of the Agent and the Arranger
in connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, (i) all reasonable due
diligence, syndication (including, without limitation, printing, distribution
and bank meetings), transportation, computer, duplication, appraisal, audit and
insurance expenses and (ii) the reasonable fees and expenses of counsel for the
Agent with respect thereto and with respect to advising the Agent as to its
rights and responsibilities under this Agreement. Such expenses shall be paid by
the Borrower upon presentation of an itemized statement of account (after
reasonable time for the Borrower to review such statement of account),
regardless of whether the transactions contemplated by this Agreement are
consummated. The Borrower further agrees to pay on demand all costs and expenses
of the Agent and the Lender Parties, if any (including, without limitation,
reasonable counsel fees and expenses), in connection with the enforcement
(whether through negotiations,

                                       51
<PAGE>

legal proceedings or otherwise) of this Agreement, the Notes and the other
documents to be delivered hereunder, including, without limitation, reasonable
fees and expenses of counsel for the Agent and each Lender Party in connection
with the enforcement of rights under this Section 8.04(a).

      (b) The Borrower agrees to indemnify and hold harmless the Agent and each
Lender Party and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of, or in connection with the
preparation for a defense of, any investigation, litigation or proceeding
arising out of, related to or in connection with (i) the Notes, this Agreement,
any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances or (ii) the actual or alleged presence of Hazardous
Materials on any property of the Borrower or any of its Subsidiaries or any
Environmental Action relating in any way to the Borrower or any of its
Subsidiaries, in each case whether or not such investigation, litigation or
proceeding is brought by the Borrower, its directors, shareholders or creditors
or an Indemnified Party or any other Person or any Indemnified Party is
otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated, except to the extent such claim, damage, loss, liability
or expense (A) results from such Indemnified Party's gross negligence or willful
misconduct, (B) arises from disputes among two or more Lender Parties (but not
including any such dispute that involves a Lender Party to the extent such
Lender Party is acting in any different capacity (i.e., Agent, Arranger,
Syndication Agent or Documentation Agent) under the Loan Documents or to the
extent that it involves the Agent's syndication activities) or (C) arises from
litigation commenced by the Borrower against the Lender Parties or the Agent
which seeks enforcement of any of the rights of the Borrower hereunder or under
the Notes and is determined adversely to the Lender Parties or the Agent in a
final non-appealable judgment. The Borrower also agrees not to assert any claim
against the Agent, any Lender Party, any of their Affiliates, or any of their
respective directors, officers, employees, attorneys and agents, on any theory
of liability, for special, indirect, consequential or punitive damages arising
out of or otherwise relating to the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances.

      (c) If any payment of principal of, or Conversion of, any Eurodollar Rate
Advance or LIBO Rate Advance is made by the Borrower (or pursuant to Section
8.01(b)) to or for the account of a Lender Party other than on the last day of
the Interest Period for such Advance, as a result of a payment, prepayment or
Conversion pursuant to this Agreement or acceleration of the maturity of the
Notes pursuant to Section 6.01, the Borrower shall, upon demand by such Lender
Party (with a copy of such demand to the Agent), pay to the Agent for the
account of such Lender Party any amounts required to compensate such Lender
Party for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion, including, without limitation, any
loss (excluding loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by any
Lender Party to fund or maintain such Advance.

      (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.12 and 2.15

                                       52
<PAGE>

and this Section 8.04 shall survive the payment in full of principal, interest
and all other amounts payable hereunder and under the Notes.

      SECTION 8.05. Right of Set-off. Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01 by the Required Lenders to
authorize the Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01 and notice to the Borrower as required under Section
6.01, each Lender Party 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 indebtedness at any time owing by such
Lender Party or such Affiliate to or for the credit or the account of the
Borrower against any and all of the obligations of the Borrower now or hereafter
existing under this Agreement and the Note held by such Lender Party, whether or
not such Lender Party shall have made any demand under this Agreement or such
Note and although such obligations may be unmatured. Each Lender Party agrees
promptly to notify the Borrower after any such set-off and application, provided
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Lender Party and its Affiliates
under this Section 8.05 are in addition to other rights and remedies (including,
without limitation, other rights of set-off) that such Lender Party and its
Affiliates may have.

      SECTION 8.06. Binding Effect. This Agreement shall become effective (other
than Sections 2.01 and 2.03, which shall only become effective upon satisfaction
of the conditions precedent set forth in Section 3.01) when it shall have been
executed by the Borrower and the Agent and when the Agent shall have been
notified by each Initial Lender Party that such Initial Lender Party has
executed it and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Agent and each Lender Party and their respective successors and
permitted assigns, except that the Borrower shall not have the right to assign
its rights hereunder or any interest herein without the prior written consent of
the Lender Parties.

      SECTION 8.07. Assignments and Participations. (a) Each Lender may, with
the consent of the Agent and the Issuing Bank (except, in each case, as provided
in Section 8.07(g)) and the Borrower (which consent may be withheld in the
Borrower's sole and absolute discretion) and, if demanded by the Borrower (i)
following a request for a payment to or on behalf of such Lender under Section
2.12 or Section 2.15, (ii) following a notice given by such Lender pursuant to
Section 2.13 or (iii) pursuant to Section 8.01(b) upon at least ten Business
Days' notice to such Lender and the Agent, will, assign to one or more Persons
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Revolving Credit
Advances and Letter of Credit Advances owing to it and the Revolving Credit
Notes held by it); provided, that the Borrower may make demand with respect to a
Lender that has given notice pursuant to Section 2.13 only if the Borrower makes
such demand of all Lenders similarly situated that have given such notice;
provided, further, that (A) each such assignment shall be of a constant, and not
a varying, percentage of all rights and obligations under this Agreement and the
Revolving Credit Notes (other than any right to make Competitive Bid Advances,
Competitive Bid Advances owing to it and Competitive Bid Notes), (B) except in
the case of an assignment to a Person that, immediately prior to such
assignment, was a Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, the amount of the Commitment of the assigning
Lender being assigned pursuant to each such

                                       53
<PAGE>

assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $20,000,000 or an
integral multiple of $1,000,000 in excess thereof, (C) each such assignment
shall be to an Eligible Assignee, (D) each such assignment made as a result of a
demand by the Borrower shall be arranged by the Borrower after consultation with
the Agent and shall be either an assignment of all of the rights and obligations
of the assigning Lender under this Agreement or an assignment of a portion of
such rights and obligations made concurrently with another such assignment or
other such assignments that together cover all of the rights and obligations of
the assigning Lender under this Agreement, (E) no Lender shall be obligated to
make any such assignment as a result of a demand by the Borrower unless and
until such Lender shall have received one or more payments from either the
Borrower or one or more Eligible Assignees in an aggregate amount at least equal
to the aggregate outstanding principal amount of the Advances owing to such
Lender, together with accrued interest thereon to the date of payment of such
principal and all other amounts payable to such Lender under this Agreement and
(F) the parties to each such assignment shall execute and deliver to the Agent,
for its acceptance and recording in the Register, an Assignment and Acceptance,
together with any Revolving Credit Notes subject to such assignment and a
processing and recordation fee of $3,500 (which shall be paid by Persons other
than the Borrower unless such assignment is made as a result of a demand by the
Borrower). Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance, (1) the
assignee thereunder shall (x) be a party hereto and (y) to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender or the
Issuing Bank, as the case may be, hereunder and (2) the Lender or the Issuing
Bank assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights other than rights of indemnification under Section 8.04 or
otherwise relating to a time prior to the effective date of such Assignment and
Acceptance, and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Lender's or Issuing Bank's rights and obligations under this
Agreement, such Lender or the Issuing Bank shall cease to be a party hereto).

      (b) By executing and delivering an Assignment and Acceptance, the Lender
Party assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender Party makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority or any lien or security
interest created or purported to be created under or in connection with, this
Agreement or any other instrument or document furnished pursuant hereto; (ii)
such assigning Lender Party makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii)
such assignee confirms that it has received a copy of this Agreement, together
with copies of the financial statements referred to in Section 4.01(e) or the
most recent financial statements required to be delivered pursuant to Section
5.01(i) and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such

                                       54
<PAGE>

assignee will, independently and without reliance upon the Agent, such assigning
Lender Party or any other Lender Party and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints
and authorizes the Agent to take such action as agent on behalf of such assignee
and to exercise such powers and discretion under this Agreement as are delegated
to the Agent by the terms hereof, together with such powers and discretion as
are reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of this Agreement are required to be performed by it as a Lender or the Issuing
Bank, as the case may be.

      (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender Party, an assignee representing that it is an Eligible Assignee
and the Borrower, together with the Revolving Credit Notes subject to such
assignment, the Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit C hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower. Within five
Business Days after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Agent in exchange for the surrendered
Revolving Credit Notes new Revolving Credit Notes to the order of such Eligible
Assignee in an amount equal to the Commitment assumed by it pursuant to such
Assignment and Acceptance and, if the assigning Lender Party has retained a
Commitment hereunder new Revolving Credit Notes to the order of the assigning
Lender Party in an amount equal to the Commitment retained by it hereunder. Such
new Revolving Credit Notes shall be in an aggregate principal amount equal to
the aggregate principal amount of such surrendered Revolving Credit Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit A-1 hereto.

      (d) The Agent shall maintain at its address referred to in Section 8.02 a
copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lender Parties
and the Commitment of, and principal amount of the Advances owing to, each
Lender Party from time to time (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agent and the Lender Parties may treat each Person whose name is
recorded in the Register as a Lender Party hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Lender Party at any reasonable time and from time to time upon reasonable prior
notice.

      (e) Each Lender Party may, with the prior written consent of the Borrower
(such consent not to be unreasonably withheld) sell participations to one or
more banks or other entities (other than the Borrower or any of its Affiliates)
in or to all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the Advances
owing to it and the Notes held by it); provided, however, that (i) such Lender
Party's obligations under this Agreement (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender
Party shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender Party shall remain the holder
of any such Note for all purposes of this Agreement, (iv) the Borrower, the
Agent and the other Lender Parties shall continue to deal

                                       55
<PAGE>

solely and directly with such Lender Party in connection with such Lender
Party's rights and obligations under this Agreement, (v) no participant under
any such participation shall have any right to approve any amendment or waiver
of any provision of this Agreement or any Note, or any consent to any departure
by the Borrower therefrom, except that a Lender Party may agree with a
participant as to the manner in which the Lender Party shall exercise the Lender
Party's rights to approve any amendment, waiver or consent to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation, or postpone any date fixed for any payment
of principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation, and (vi)
the minimum amount of such participation shall in no event be less than
$20,000,000 or an integral multiple of $1,000,000 in excess thereof.

      (f) Any Lender Party may at any time, without the consent of the Agent or
the Borrower, create a security interest in all or any portion of its rights
under this Agreement (including, without limitation, the Advances owing to it
and any Note held by it) in favor of any Federal Reserve Bank in accordance with
Regulation A of the Board of Governors of the Federal Reserve System, provided,
however, that no such assignment shall have the effect of increasing the costs
payable by the Borrower.

      (g) Any Lender Party may at any time, without the consent of, but with
notice to the Agent, assign all or part of its rights or obligations under this
Agreement to any Person that, directly or indirectly, controls, is controlled by
or is under common control with such Lender Party, provided, however, that no
such assignment shall have the effect of increasing the costs payable by the
Borrower.

      (h) The Issuing Bank may, with the consent of the Borrower (which consent
may be withheld in the Borrower's sole and absolute discretion) assign to an
Eligible Assignees all of its rights and obligations under the undrawn portion
of its Letter of Credit Commitment at any time; provided, however, that (i) the
amount of the Letter of Credit Commitment of the assigning Issuing Bank being
assigned pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof,
and (b) the parties to each such assignment shall execute and deliver to the
Agent, for its acceptance and recording in the Register, an Assignment and
Acceptance, together with a processing and recordation fee of $3,500.

      (i) Notwithstanding anything to the contrary contained herein, any Lender
(a "Granting Lender") may grant to a special purpose funding vehicle (a "SPC"),
identified as such in writing from time to time by the Granting Lender to the
Agent and the Borrower, the option to provide to the Borrower all or any part of
any Advance that such Granting Lender would otherwise be obligated to make to
the Borrower pursuant to this Agreement; provided that (x) nothing herein shall
constitute a commitment by any SPC to make any Advance and (y) if an SPC elects
not to exercise such option or otherwise fails to provide all or any part of
such Advance, the Granting Lender shall be obligated to make such Advance
pursuant to the terms hereof. The making of an Advance by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Advance were made by such Granting

                                       56
<PAGE>

Lender. Each party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement (all liability for
which shall remain with the Granting Lender). In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this Section 8.07(i), any SPC may (A) with notice to, but without the prior
written consent of, the Borrower and the Agent and without paying any processing
fee therefor, assign all or a portion of its interests in any Advances to the
Granting Lender or to any financial institutions (consented to by the Borrower
and Agent) providing liquidity and/or credit support to or for the account of
such SPC to support the funding or maintenance of Advances and (B) disclose on a
confidential basis any non-public information relating to its Advances to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC. This Section 8.07(i) may not be
amended without the written consent of the SPC.

      SECTION 8.08. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

      SECTION 8.09. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of an original executed counterpart of
this Agreement.

      SECTION 8.10. Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, 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 any such New York State court or, to the extent permitted by law,
in such federal court. 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 shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Agreement or
the Notes in the courts of any jurisdiction.

      (b) Each of the parties hereto irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that 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 the Notes in any New
York State or federal court. Each of the parties hereto

                                       57
<PAGE>

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.

      SECTION 8.11. SECTION 8.13. No Liability of the Issuing Bank. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
the Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by the Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall
be liable to the Borrower, to the extent of any direct, but not consequential,
damages suffered by the Borrower that the Borrower proves were caused by (i) the
Issuing Bank's willful misconduct or gross negligence as determined in a final,
non-appealable judgment by a court of competent jurisdiction in determining
whether documents presented under any Letter of Credit comply with the terms of
the Letter of Credit or (ii) the Issuing Bank's willful failure to make lawful
payment under a Letter of Credit after the presentation to it of a draft and
certificates strictly complying with the terms and conditions of the Letter of
Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary.

                                       58
<PAGE>

     SECTION 8.12. Waiver of Jury Trial Each of the Borrower, the Agent and the
Lender Parties hereby irrevocably waives all right to trial by jury in any
action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Agent or any Lender Party in the negotiation, administration,
performance or enforcement thereof.

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

                                    GENUITY INC.

                                    By  /s/ W. J. Reagan
                                       -----------------------------
                                       Title: Vice President and Treasurer


                                    THE CHASE MANHATTAN BANK
                                    as Administrative Agent

                                    By  /s/ Constance W. Coleman
                                       -----------------------------
                                       Title: Vice President


Letter of Credit Commitment         THE CHASE MANHATTAN BANK
---------------------------         as Initial Issuing Bank
$2,000,000,000
                                    By  /s/ Constance W. Coleman
                                       -----------------------------
                                       Title: Vice President



                                    The Agents
                                    ----------

Revolving Commitment
--------------------
$500,000,000                        THE CHASE MANHATTAN BANK

                                    By  /s/ Constance W. Coleman
                                       -----------------------------
                                       Title: Vice President


$300,000,000                        CITICORP USA, INC.

                                    By  /s/ Maureen Mahoney
                                       -----------------------------
                                       Title: Vice President


                                       59
<PAGE>

$300,000,000                        CREDIT SUISSE FIRST BOSTON

                                    By  /s/ Robert Hetu
                                       -----------------------------
                                       Title: Director


$300,000,000                        DEUTSCHE BANK AG NEW YORK BRANCH

                                    By  /s/ Andreas Neumeier
                                       -----------------------------
                                       Title: Director

                                    By  /s/ Sonja K. Sate
                                       -----------------------------
                                       Title: Associate


$200,000,000                        BNP PARIBAS

                                    By  /s/ BNP Paribas
                                       -----------------------------
                                       Title:

                                    By  /s/ Nuala Marley
                                       -----------------------------
                                       Title: Director

$100,000,000                        THE BANK OF NEW YORK

                                    By  /s/ The Bank of New York
                                       -----------------------------
                                       Title:


$100,000,000                        THE INDUSTRIAL BANK OF JAPAN

                                    By  /s/ Akihiko Marbuchi
                                       -----------------------------
                                       Title: Senior Vice President


$100,000,000                        TORONTO DOMINION (TEXAS) INC.

                                    By  /s/ Toronto Dominion (Texas) Inc.
                                       -----------------------------------
                                       Title:


$100,000,000                        WACHOVIA BANK, N.A.

                                    By  /s/ Wachovia Bank, N.A.
                                       -----------------------------
                                       Title:


                                       60
<PAGE>

                                   SCHEDULE I

                           APPLICABLE LENDING OFFICES


<TABLE>
<CAPTION>
         Name of Lender                 Domestic Lending Office           Eurodollar Lending Office
---------------------------------  ---------------------------------  ---------------------------------
<S>                                <C>                                <C>
The Bank of New York               One Wall Street                    One Wall Street
                                   New York, NY  10286                New York, NY  10286
                                   Attn:  Mike Masters                Attn:  Mike Masters
                                   T:  212 635-8742                   T:  212 635-8742
                                   F:  212 635-8593                   F:  212 635-8593
BNP Paribas                        787 Seventh Avenue, 7th Floor      787 Seventh Avenue, 7th Floor
                                   New York, NY  10019                New York, NY  10019
                                   Attn:  Brian Foster                Attn:  Brian Foster
                                   T:  212 841-2686                   T:  212 841-2686
                                   F:  212 841-2369                   F:  212 841-2369
The Chase Manhattan Bank           270 Park Avenue                    270 Park Avenue
                                   New York, NY  10017                New York, NY  10017
                                   Attn:  Constance Coleman           Attn:  Constance Coleman
                                   T:  212 270-0372                   T:  212 270-0372
                                   F:  212 270-4584                   F:  212 270-4584
Citicorp USA, Inc.                 388 Greenwich Street               388 Greenwich Street
                                   New York, NY  10013                New York, NY  10013
                                   Attn:                              Attn:
                                   T:  212 816-____                   T:  212 816-____
                                   F:  212 816-____                   F:  212 816-____
Credit Suisse First Boston         Eleven Madison Avenue              Eleven Madison Avenue
                                   New York, NY                       New York, NY
                                   Attn:  Robert Hetu                 Attn:  Robert Hetu
                                   T:  212 325-4542                   T:  212 325-4542
                                   F:  212 325-8309                   F:  212 325-8309
Deutsche Bank AG New York Branch   31 West 52nd Street                31 West 52nd Street
                                   New York, NY  10019                New York, NY  10019
                                   Attn:  Paolo de Alessandrini       Attn:  Paolo de Alessandrini
                                   T:  212 469-7204                   T:  212 469-7204
                                   F:  212 469-4604                   F:  212 469-4604
The Industrial Bank of Japan       1251 Avenue of the Americas        1251 Avenue of the Americas
                                   New York 10020                     New York 10020
                                   Attn:  Jonathan Rabinowtiz         Attn:  Jonathan Rabinowtiz
                                   T:  212 282-3515                   T:  212 282-3515
                                   F:  212 282-4486                   F:  212 282-4486
Toronto Dominion (Texas), Inc.     909 Fannin, Suite 1700             909 Fannin, Suite 1700
                                   Houston, TX  77010                 Houston, TX  77010
                                   Attn:  Jean Pettit                 Attn:  Jean Pettit
                                   T:  713 653-8234                   T:  713 653-8234
                                   F:  713 951-9921                   F:  713 951-9921
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                <C>                                <C>
Wachovia Bank, N.A.                191 Peachtree Street, N.E.         191 Peachtree Street, N.E.
                                   Atlanta, GA  30303                 Atlanta, GA  30303
                                   Attn:  Fitz Wickham                Attn:  Fitz Wickham
                                   T:  404 332-1013                   T:  404 332-1013
                                   F:  404 332-5016                   F:  404 332-5016
</TABLE>

                                       2
<PAGE>

                                                           EXHIBIT A-1 - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$________________                            Dated: _______, 200_

          FOR VALUE RECEIVED, the undersigned, GENUITY INC., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office on the Termination Date (each as defined in the Credit Agreement
referred to below) the principal sum of U.S.$[amount of the Lender's Commitment
in figures] or, if less, the aggregate principal amount of the Revolving Credit
Advances and Letter of Credit Advances made by the Lender to the Borrower
pursuant to the Amended and Restated Credit Agreement dated as of September 24,
2001, as amended or modified from time to time (the "Credit Agreement") among
the Borrower, the Lender and certain other lenders parties thereto, The Chase
Manhattan Bank ("Chase"), as Agent for the Lender and such other lenders, J.P.
Morgan Securities Inc., as arranger, Citibank, N.A., as syndication agent, and
Credit Suisse First Boston and Deutsche Bank AG New York Branch, as co-
documentation agents, outstanding on the Termination Date.  Terms defined in the
Credit Agreement and not otherwise defined herein are used herein with the
meanings so defined.

          The Borrower promises to pay interest on the unpaid principal amount
of each Revolving Credit Advance and each Letter of Credit Advance from the date
of such Advance until such principal amount is paid in full, at such interest
rates, and payable at such times, as are specified in the Credit Agreement.

          Both principal and interest are payable in lawful money of the United
States of America to Chase, as Agent, at 270 Park Avenue, New York, New York
10017, in same day funds.  Each Revolving Credit Advance and each Letter of
Credit Advance owing to the Lender by the Borrower pursuant to the Credit
Agreement, and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Promissory Note.

          This Promissory Note is one of the Revolving Credit Notes referred to
in, and is entitled to the benefits of, the Credit Agreement.  The Credit
Agreement, among other things, (i) provides for the making of Revolving Credit
Advances and Letter of Credit Advances by the Lender to the Borrower from time
to time in an aggregate amount not to exceed at any time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the Borrower resulting
from each such Advance being evidenced by this Promissory Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.

                                    GENUITY INC.

                                    By ___________________________
                                       Title:
<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                                 AMOUNT OF
        DATE               AMOUNT OF           PRINCIPAL PAID       UNPAID PRINCIPAL          NOTATION
                            ADVANCE              OR PREPAID             BALANCE               MADE BY
<S>                   <C>                   <C>                   <C>                   <C>
------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------------------------
</TABLE>
                                       2
<PAGE>

                                                           EXHIBIT A-2 - FORM OF
                                                                 COMPETITIVE BID
                                                                 PROMISSORY NOTE

U.S.$________________                            Dated: _______, 200_

          FOR VALUE RECEIVED, the undersigned, GENUITY INC., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office (as defined in the Amended and Restated Credit Agreement dated as
of September 24, 2001, as amended or modified from time to time (the "Credit
Agreement") among the Borrower, the Lender and certain other lenders parties
thereto, The Chase Manhattan Bank ("Chase"), as Agent for the Lender and such
other lenders, J.P. Morgan Securities Inc., as arranger, Citibank, N.A., as
syndication agent, and Credit Suisse First Boston and Deutsche Bank AG New York
Branch, as co-documentation agents, on _______________, 200_, the principal
amount of U.S.$_______________.  Terms defined in the Credit Agreement and not
otherwise defined herein are used herein with the meanings so defined.

          The Borrower promises to pay interest on the unpaid principal amount
hereof from the date hereof until such principal amount is paid in full, at the
interest rate and payable on the interest payment date or dates provided below:

  Interest Rate: _____% per annum (calculated on the basis of a year of _____
  days for the actual number of days elapsed).

  Interest Payment Date(s):________________.

          Both principal and interest are payable in lawful money of the United
States of America to Chase for the account of the Lender at the office of
Chase, at 270 Park Avenue, New York, New York 10017, Account No.
________________ Attention: ________________________, in same day funds.

          This Promissory Note is one of the Competitive Bid Notes referred to
in, and is entitled to the benefits of, the Credit Agreement.  The Credit
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.

          The Borrower hereby waives presentment, demand, protest and notice of
any kind.  No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.
<PAGE>

          This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York.

                                    GENUITY INC.

                                    By ______________________
                                       Title:

                                       2
<PAGE>

                                                 EXHIBIT B-1 - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING

The Chase Manhattan Bank, as Agent
 for the Lender Parties party
 to the Credit Agreement
 referred to below
270 Park Avenue
New York, New York 10017
                                    [Date]

          Attention:  _______________

Ladies and Gentlemen:

          The undersigned, Genuity Inc., refers to the Amended and Restated
Credit Agreement, dated as of September 24, 2001 (as amended or modified from
time to time, the "Credit Agreement"), among the undersigned, certain Lender
Parties party thereto, The Chase Manhattan Bank, as Agent for said Lender
Parties, J.P. Morgan Securities Inc., as arranger, Citibank, N.A., as
syndication agent, and Credit Suisse First Boston and Deutsche Bank AG New York
Branch, as co-documentation agents.  Terms defined in the Credit Agreement and
not otherwise defined herein are used herein with the meanings so defined.
Pursuant to Section 2.02 of the Credit Agreement, the undersigned hereby gives
you notice, irrevocably, that the undersigned hereby requests a Revolving Credit
Borrowing under the Credit Agreement, and in that connection sets forth below
the information relating to such Revolving Credit Borrowing (the "Proposed
Revolving Credit Borrowing") as required by Section 2.02(a) of the Credit
Agreement:

     (i) The Business Day of the Proposed Revolving Credit Borrowing is
  _______________, 200_.

     (ii) The Type of Advances comprising the Proposed Revolving Credit
  Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].

     (iii)  The aggregate amount of the Proposed Revolving Credit Borrowing is
  $_______________.

     [(iv)  The initial Interest Period for each Eurodollar Rate Advance made as
  part of the Proposed Revolving Credit Borrowing is _____ month[s].]

          The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed Revolving
Credit Borrowing:

     (A) the representations and warranties contained in Section 4.01 of the
  Credit Agreement and in each Guaranty are correct, before and after giving
  effect to the Proposed Revolving Credit Borrowing and to the application of
  the proceeds therefrom, as though made on and as of such date (except to the
  extent that any such representation or warranty relates to a specific earlier
  date); and
<PAGE>

     (B) no event has occurred and is continuing, or would result from such
  Proposed Revolving Credit Borrowing or from the application of the proceeds
  therefrom, that constitutes a Default.

                                    Very truly yours,

                                    GENUITY INC.

                                    By ________________________
                                       Title:

                                       2
<PAGE>

                                                 EXHIBIT B-2 - FORM OF NOTICE OF
                                                       COMPETITIVE BID BORROWING

The Chase Manhattan Bank, as Agent
 for the Lender Parties party
 to the Credit Agreement
 referred to below
270 Park Avenue
New York, New York 10017
                                    [Date]

          Attention:  _______________

Ladies and Gentlemen:

          The undersigned, Genuity Inc., refers to the Amended and Restated
Credit Agreement, dated as of September 24, 2001 (as amended or modified from
time to time, the "Credit Agreement"), among the undersigned, certain Lender
Parties party thereto, The Chase Manhattan Bank, as Agent for said Lender
Parties, J.P. Morgan Securities Inc., as arranger, Citibank, N.A., as
syndication agent, and Credit Suisse First Boston and Deutsche Bank AG New York
Branch, as co-documentation agents.  Terms defined in the Credit Agreement and
not otherwise defined herein are used herein with the meanings so defined.
Pursuant to Section 2.03 of the Credit Agreement, the undersigned hereby gives
you notice, irrevocably, that the undersigned hereby requests a Competitive Bid
Borrowing under the Credit Agreement, and in that connection sets forth the
terms on which such Competitive Bid Borrowing (the "Proposed Competitive Bid
Borrowing") is requested to be made:

          (A)   Date of Competitive Bid Borrowing     ___________________
          (B)   Amount of Competitive Bid Borrowing   ___________________
          (C)   [Maturity Date] [Interest Period]     ___________________
          (D)   Interest Rate Basis                   ___________________
          (E)   Interest Payment Date(s)              ___________________
          (F)   ___________________                   ___________________
          (G)   ___________________                   ___________________
          (H)   ___________________                   ___________________

          The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed
Competitive Bid Borrowing:

     (a) the representations and warranties contained in Section 4.01 of the
  Credit Agreement and in each Guaranty are correct, before and after giving
  effect to the Proposed Competitive Bid Borrowing and to the application of the
  proceeds therefrom, as though made on and as of such date (except to the
  extent that any such representation or warranty relates to a specific earlier
  date);
<PAGE>

     (b) no event has occurred and is continuing, or would result from the
  Proposed Competitive Bid Borrowing or from the application of the proceeds
  therefrom, that constitutes a Default; and

     (c) no event has occurred and no circumstance exists as a result of which
  the information concerning the undersigned that has been provided to the Agent
  and each Lender Party by the undersigned in connection with the Credit
  Agreement would include an untrue statement of a material fact or omit to
  state any material fact or any fact necessary to make the statements contained
  therein, in the light of the circumstances under which they were made, not
  misleading.

          Subject to the undersigned's right to cancel the Proposed Competitive
Bid Borrowing in accordance with Section 2.03(a)(iii) of the Credit Agreement,
the undersigned hereby confirms that, if accepted by the undersigned in
accordance with Section 2.03(a)(iii) of the Credit Agreement, the Proposed
Competitive Bid Borrowing is to be made available to it in accordance with
Section 2.03(a)(v) of the Credit Agreement.

                                    Very truly yours,

                                    GENUITY INC.

                                    By _______________________
                                       Title:

                                       2
<PAGE>

                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

          Reference is made to the Amended and Restated Credit Agreement dated
as of September 24, 2001, as amended or modified from time to time (the "Credit
Agreement"), among Genuity Inc. (the "Borrower"), the Lender Parties (as defined
in the Credit Agreement), The Chase Manhattan Bank, as agent for the Lender
Parties (the "Agent"), J.P. Morgan Securities Inc., as arranger, Citibank, N.A.,
as syndication agent, and Credit Suisse First Boston and Deutsche Bank AG New
York Branch, as co-documentation agents.  Terms defined in the Credit Agreement
and not otherwise defined herein are used herein with the meaning so defined.

          The "Assignor" and the "Assignee" referred to on Schedule I hereto
agree as follows:

1.  The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, an interest in and to the
Assignor's rights and obligations under the Credit Agreement as of the date
hereof (other than in respect of Competitive Bid Advances and Competitive Bid
Notes) equal to the percentage interest specified on Schedule 1 hereto of all
outstanding rights and obligations under the Credit Agreement (other than in
respect of Competitive Bid Advances and Competitive Bid Notes) together with
participations in Letters of Credit and Letter of Credit Advances held by the
Assignor on the date hereof.  After giving effect to such sale and assignment,
the Assignee's Commitment and the amount of the Revolving Credit Advances and
Letter of Credit Advances owing to the Assignee will be as set forth on Schedule
1 hereto.

          2.  The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of, or the perfection or priority of any lien or security interest
created or purported to be created under or in connection with, the Credit
Agreement or any other instrument or document furnished pursuant thereto; (iii)
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or the performance or observance by
the Borrower of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iv) attaches the
Revolving Credit Notes held by the Assignor and requests that the Agent exchange
such Revolving Credit Notes for new Revolving Credit Notes payable to the order
of the Assignee in an amount equal to the Commitment assumed by the Assignee
pursuant hereto and, if applicable, the Assignor in an amount equal to the
Commitment retained by the Assignor under the Credit Agreement, in each case, as
specified on Schedule 1 hereto.

          3.  The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01(e) thereof or the most recent financial statements required to
be delivered pursuant to Section 5.01(i)(ii) and such other documents and
information as it has deemed appropriate to make its own credit
<PAGE>

analysis and decision to enter into this Assignment and Acceptance; (ii) agrees
that it will, independently and without reliance upon the Agent, the Assignor or
any other Lender Party and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (iii) confirms that it
is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Credit Agreement as are delegated to the Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender Party; and (vi) attaches any U.S. Internal Revenue
Service forms required under Section 2.15 of the Credit Agreement.

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

          5.  Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender Party thereunder and (ii) the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights, other
than rights of indemnification under Section 8.04 of the Credit Agreement or
otherwise relating to a time prior to the Effective Date, and be released from
its obligations under the Credit Agreement.

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

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

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

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

                                       2
<PAGE>

                                   Schedule 1
                                       to
                           Assignment and Acceptance

Percentage interest assigned:                                           _____%

Assignee's Commitment:                                            $__________

Aggregate outstanding principal amount of
Revolving Credit Advances assigned:                               $__________

Aggregate outstanding principal amount of
Letter of Credit Advances assigned:                               $__________

Principal amount of Revolving Credit Note payable to Assignee:    $ __________

Principal amount of Revolving Credit Note payable to Assignor:    $ __________

Effective Date/1/:  _______________, 200_



                                    [NAME OF ASSIGNOR], as Assignor

                                    By _______________________
                                       Title:

                                    Dated:  _______________, 200_

                                    [NAME OF ASSIGNEE], as Assignee

                                    By _______________________
                                       Title:

                                    Dated:  _______________, 200_

                                    Domestic Lending Office:
                                     [Address]

                                    Eurodollar Lending Office:
                                     [Address]

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

                                       3
<PAGE>

Accepted this
__________ day of _______________, 200_

The Chase Manhattan Bank, as Agent

By _____________________
   Title:

Approved this __________ day
of _______________, 200_

GENUITY INC.

By _____________________
   Title:

                                       4
<PAGE>

                                                               EXHIBIT D-FORM OF
                                                            ASSUMPTION AGREEMENT

                                                   Dated:________

[Borrower]
[Borrower's Address]

Attention:  Treasurer

The Chase Manhattan Bank, as Agent
270 Park Avenue
New York, New York 10017

Attention:

Ladies and Gentlemen:

          Reference is made to the Amended and Restated Credit Agreement dated
as of September 24, 2001, as amended or modified from time to time (the "Credit
Agreement"), among Genuity Inc. (the "Borrower"), the Lender Parties party
thereto, The Chase Manhattan Bank, as Agent, J.P. Morgan Securities Inc., as
arranger, Citibank, N.A., as syndication agent, and Credit Suisse First Boston
and Deutsche Bank AG New York Branch, as co-documentation agents.  Terms defined
in the Credit Agreement and not otherwise defined herein are used herein with
the meanings so defined.

          The undersigned (the "Assuming Lender") proposes to become an Assuming
Lender pursuant to  Section 2.06(b) of the Credit Agreement and, in that
connection, hereby agrees that it shall become a Lender Party for purposes of
the Credit Agreement on [applicable Increase Date] and that its Commitment shall
as of such date be $__________.

          The undersigned (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.01(e) thereof or the most recent financial statements required to be
delivered pursuant to Section 5.01(i)(ii) thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assumption Agreement; (ii) agrees that it will,
independently and without reliance upon the Agent or any other Lender Party and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under the Credit
Agreement as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender Party; (v)
confirms that it is an Eligible Assignee; (vi) specifies as its
<PAGE>

Lending Office (and address for notices) the offices set forth beneath its name
on the signature pages hereof; and (vii) attaches the forms prescribed by the
Internal Revenue Service of the United States required under Section 2.15 of the
Credit Agreement.

          The Assuming Lender requests that the Company deliver to the Agent (to
be promptly delivered to the Assuming Lender) Revolving Credit Notes payable to
the order of the Assuming Lender, dated as of the [Increase Date] and
substantially in the form of Exhibit A-1 to the Credit Agreement.

          The effective date for this Assumption Agreement shall be [applicable
Increase Date].  Upon delivery of this Assumption Agreement to the Company and
the Agent, and satisfaction of all conditions imposed under Section 2.06(b) as
of [date specified above], the undersigned shall be a party to the Credit
Agreement and have the rights and obligations of a Lender Party thereunder.  As
of [date specified above], the Agent shall make all payments under the Credit
Agreement in respect of the interest assumed hereby (including, without
limitation, all payments of principal, interest and commitment fees) to the
Assuming Lender.

          This Assumption Agreement may be executed in counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed counterpart by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assumption Agreement.

          This Assumption Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                      Very truly yours,

                                      [NAME OF ASSUMING LENDER]

                                      By________________________
                                         Name:
                                         Title:

                                      Domestic Lending Office
                                      (and address for notices):

                                      [Address]


                                      Eurodollar Lending Office:
                                      [Address]

                                       2
<PAGE>

                                      [NAME OF ASSIGNOR]

                                      By________________________
                                           Name:
                                           Title:

                                         [Address]

Above Acknowledged and Agreed to:

GENUITY INC.

By______________________
  Name:
  Title:

                                       3
<PAGE>

                                                             EXHIBIT E - FORM OF
                                                              OPINION OF COUNSEL
                                                                FOR THE BORROWER


                                    [Effective Date]

To each of the Lender Parties parties
 to the Credit Agreement referred
 to below and The Chase Manhattan Bank,
 as Agent for such Lender Parties

                                  Genuity Inc.
                                  ------------

Ladies and Gentlemen:

          This opinion is furnished to you pursuant to Section 3.01(g)(iv) of
the Amended and Restated Credit Agreement, dated as of September 24, 2001 (the
"Credit Agreement"), among Genuity Inc. (the "Borrower"), the Lender Parties
parties thereto, The Chase Manhattan Bank, as Agent for such Lender Parties,
J.P. Morgan Securities Inc., as arranger, Citibank, N.A., as syndication agent,
and Credit Suisse First Boston and Deutsche Bank AG New York Branch, as co-
documentation agents.  Terms defined in the Credit Agreement and not otherwise
defined herein are used herein with the meanings so defined.

          I am Assistant General Counsel for the Borrower and I have acted as
counsel for the Borrower in connection with the preparation, execution and
delivery of the Credit Agreement.

          In that connection, I, or attorneys under my direction, have examined:

          (a)  The Credit Agreement;

          (b) The documents furnished by the Borrower pursuant to Section 3.01
 of the Credit Agreement;

          (c) The Articles of Incorporation of the Borrower (the "Charter");

          (d) The by-laws of the Borrower (the "By-laws"); and

          (e) a certificate of the Secretary of State of Delaware, dated
 __________ __, 2001, attesting to the continued corporate existence and good
 standing of the Borrower in that State;
<PAGE>

In addition, I, or attorneys under my direction, have examined the originals, or
copies certified to my satisfaction, of such other corporate records of the
Borrower, certificates of public officials and of officers of the Borrower, and
agreements, instruments and other documents, as I have deemed necessary as a
basis for the opinions expressed below.  As to questions of fact material to
such opinions, I have, when relevant facts were not independently established by
me, relied upon certificates of the Borrower or its officers or of public
officials.  I have assumed the due execution and delivery, pursuant to due
authorization, of the Credit Agreement by the Initial Lender Parties and the
Agent.

          My opinions expressed below are limited to the law of The Commonwealth
of Massachusetts and the Federal law of the United States.

          Based upon the foregoing and upon such investigation as I have deemed
necessary, I am of the following opinion:

          1.  The Borrower is a corporation duly organized, validly existing and
 in good standing under the laws of the State of Delaware.

          2.  The execution, delivery and performance by the Borrower of the
 Credit Agreement and the Notes, and the consummation of the transactions
 contemplated thereby, are within the Borrower's corporate powers, have been
 duly authorized by all necessary corporate action, and do not contravene (a)
 the Charter or the By-laws, (b) any law, rule or regulation applicable to the
 Borrower or (c) to the best of my knowledge, after due inquiry, any material
 contractual or material legal restriction contained in any document to which
 the Borrower is a party or which relates to or affects the property of the
 Borrower.  The Credit Agreement and the Notes have been duly executed and
 delivered on behalf of the Borrower.

          3.  No authorization, approval or other action by, and no notice to or
 filing with, any governmental authority or regulatory body or, to the best of
 my knowledge after due inquiry, any other third party is required for the due
 execution, delivery and performance by the Borrower of the Credit Agreement and
 the Notes.

          4.  In any action or proceeding arising out of or relating to the
 Credit Agreement or the Notes in any court of The Commonwealth of Massachusetts
 or in any Federal court sitting in The Commonwealth of Massachusetts, such
 court would recognize and give effect to the provisions of Section 8.08 of the
 Credit Agreement wherein the parties thereto agree that the Credit Agreement
 and the Notes shall be governed by, and construed in accordance with, the laws
 of the State of New York.  Without limiting the generality of the foregoing, a
 court of The Commonwealth of Massachusetts or a Federal court sitting in The
 Commonwealth of Massachusetts would apply the usury law of the State of New
 York, and would not apply the usury law of The Commonwealth of Massachusetts,
 to the Credit Agreement and the Notes.  However, if a court of The Commonwealth
 of Massachusetts or a Federal court sitting in The Commonwealth of
 Massachusetts were to hold that the Credit Agreement and the Notes are governed
 by, and to be construed in accordance with, the laws of The Commonwealth of
 Massachusetts, assuming the due execution and delivery of the Credit Agreement
 by the Agent and the Initial Lender Parties, the Credit Agreement and the Notes

                                       2
<PAGE>

 would be, under the laws of The Commonwealth of Massachusetts, legal, valid and
 binding obligations of the Borrower enforceable against the Borrower in
 accordance with their respective terms.

          5.  To the best of my knowledge, there are no pending or overtly
 threatened actions or proceedings against the Borrower or any of its Material
 Subsidiaries before any court, governmental agency or arbitrator that purport
 to affect the legality, validity, binding effect or enforceability of the
 Credit Agreement or any of the Notes or the consummation of the transactions
 contemplated thereby.

          The opinions set forth above are subject to the following
qualifications:

          (a) My opinion in the last sentence of paragraph 4 above as to
 enforceability is subject to the effect of any applicable bankruptcy,
 insolvency (including, without limitation, all laws relating to fraudulent
 transfers), reorganization, moratorium or similar law affecting creditors'
 rights generally.

          (b) My opinion in the last sentence of paragraph 4 above as to
 enforceability is subject to the effect of general principles of equity,
 including, without limitation, concepts of materiality, reasonableness, good
 faith and fair dealing (regardless of whether considered in a proceeding in
 equity or at law).

          (c) I express no opinion as to (i) Section 2.16 of the Credit
 Agreement insofar as it provides that any Lender Party purchasing a
 participation from another Lender Party pursuant thereto may exercise set-off
 or similar rights with respect to such participation, (ii) the enforceability
 of the indemnification provisions set forth in Section 8.04 of the Credit
 Agreement to the extent enforcement thereof is contrary to public policy
 regarding the exculpation of criminal violations, intentional harm and acts of
 gross negligence or recklessness and (iii) the effect of the law of any
 jurisdiction other than The Commonwealth of Massachusetts wherein any Lender
 Party may be located or wherein enforcement of the Credit Agreement or the
 Notes may be sought that limits the rates of interest legally chargeable or
 collectible.

          A copy of this opinion letter may be delivered by any Lender Party to
any Person that becomes a Lender Party after the date hereof in accordance with
the provisions of the Credit Agreement.  Any such new Lender Party may rely on
the opinions expressed above as if this opinion letter were addressed and
delivered to such Lender Party on the date hereof.

          This opinion letter speaks only as of the date hereof.  I expressly
disclaim any responsibility to advise the Agent or any Lender Party who is
permitted to rely on the opinions expressed herein of any development or
circumstance of any kind, including, without limitation, any change of law or
fact that may occur after the date of this opinion letter, even though such
development, circumstance or change may affect the legal analysis, a legal
conclusion or any other matter set forth in or relating to this opinion letter.
Accordingly, the Agent and each Lender Party relying on this opinion letter at
any time should seek advice of its counsel as to the proper application of this
opinion letter at such time.

                      Very truly yours,

                                       3