<PAGE>
                                                                     EXHIBIT 4.6

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






                                COMMON AGREEMENT


                                   dated as of


                               December 21, 2001,

                          as amended and restated as of

                                 March 25, 2002


                                      among

                            AT&T LATIN AMERICA CORP.,



                     LATIN AMERICAN EQUIPMENT FINANCE B.V.,


                     The Administrative Agents Party Hereto,


                                       and

                           ABN AMRO TRUSTEES LIMITED,
                               as Collateral Agent

================================================================================
                                                        [Reference No. 7725-069]




<PAGE>






                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----

<S>     <C>                                                                                                      <C>
                                                     ARTICLE I
                                                     DEFINITIONS

SECTION 1.01.  DEFINED TERMS   ...................................................................................1
SECTION 1.02.  CLASSIFICATION OF LOANS AND BORROWINGS............................................................48
SECTION 1.03.  TERMS GENERALLY ..................................................................................48
SECTION 1.04.  ACCOUNTING TERMS; GAAP............................................................................49
SECTION 1.05.  DETERMINATIONS REGARDING PROJECT CITIES...........................................................49


                                                    ARTICLE II
                                                    THE LOANS

SECTION 2.01.  ACCESSION OF ADDITIONAL PARTICIPATING CREDIT
                 AGREEMENTS......................................................................................50
SECTION 2.02.  TERMINATION OR REDUCTION OF COMMITMENTS...........................................................50
SECTION 2.03.  PREPAYMENT OF LOANS...............................................................................51


                                                    ARTICLE III
                                          REPRESENTATIONS AND WARRANTIES

SECTION 3.01.  ORGANIZATION; POWERS..............................................................................56
SECTION 3.02.  AUTHORIZATION; ENFORCEABILITY.....................................................................56
SECTION 3.03.  GOVERNMENTAL APPROVALS; NO CONFLICTS..............................................................57
SECTION 3.04.  FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE...................................................58
SECTION 3.05.  PROPERTIES      ..................................................................................59
SECTION 3.06.  LITIGATION AND ENVIRONMENTAL MATTERS..............................................................59
SECTION 3.07.  COMPLIANCE WITH LAWS AND AGREEMENTS...............................................................60
SECTION 3.08.  INVESTMENT AND HOLDING COMPANY STATUS.............................................................60
SECTION 3.09.  TAXES.............................................................................................60
SECTION 3.10.  DISCLOSURE........................................................................................61
SECTION 3.11.  SUBSIDIARIES......................................................................................61
SECTION 3.12.  INSURANCE       ..................................................................................61
SECTION 3.13.  SUPPLY CONTRACTS..................................................................................61
SECTION 3.14.  NO IMMUNITY DEFENSE...............................................................................62
SECTION 3.15.  OWNERSHIP OF HOLDINGS.............................................................................62
SECTION 3.16.  PROJECT DOCUMENTS, ETC............................................................................62
SECTION 3.17.  WITHHOLDING AND OTHER TAXES.......................................................................63
SECTION 3.18.  RANKING OF LOANS..................................................................................63
SECTION 3.19.  CONCESSIONS     ..................................................................................63
SECTION 3.20.  BUILD AND COVERAGE REQUIREMENTS...................................................................63

</TABLE>


                                       i
<PAGE>
<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----

<S>     <C>                                                                                                      <C>

SECTION 3.21.  SECURITY DOCUMENTS................................................................................64
SECTION 3.22.  SOLVENCY..........................................................................................64
SECTION 3.23.  ERISA.............................................................................................64
SECTION 3.24.  FEDERAL RESERVE REGULATIONS.......................................................................65
SECTION 3.25.  LABOR MATTERS.  ..................................................................................65
SECTION 3.26.  AFFILIATE TRANSACTIONS............................................................................66
SECTION 3.27.  LOCAL FACILITIES INDEBTEDNESS.....................................................................67


                                                    ARTICLE IV
                                                     CONDITIONS

SECTION 4.01.  EFFECTIVE DATE  ..................................................................................67
SECTION 4.02.  EACH BORROWING  ..................................................................................72


                                                     ARTICLE V
                                               AFFIRMATIVE COVENANTS

SECTION 5.01.  FINANCIAL STATEMENTS AND OTHER INFORMATION........................................................73
SECTION 5.02.  NOTICES OF MATERIAL EVENTS........................................................................76
SECTION 5.03.  INFORMATION REGARDING COLLATERAL..................................................................77
SECTION 5.04.  EXISTENCE; CONDUCT OF BUSINESS....................................................................78
SECTION 5.05.  PAYMENT OF TAXES AND OTHER OBLIGATIONS............................................................78
SECTION 5.06.  MAINTENANCE OF PROPERTIES.........................................................................78
SECTION 5.07.  INSURANCE.........................................................................................79
SECTION 5.08.  BOOKS AND RECORDS; INSPECTION RIGHTS..............................................................81
SECTION 5.09.  COMPLIANCE WITH LAWS AND AGREEMENTS; MAINTENANCE AND ENFORCEMENT OF PROJECT
                 DOCUMENTS.......................................................................................82
SECTION 5.10.  USE OF PROCEEDS ..................................................................................82
SECTION 5.11.  ADDITIONAL SUBSIDIARIES...........................................................................82
SECTION 5.12.  COLLATERAL FURTHER ASSURANCES.....................................................................83
SECTION 5.13.  CASUALTY AND CONDEMNATION.........................................................................85
SECTION 5.14.  HEDGING...........................................................................................86
SECTION 5.15.  MATERIAL CONTRACTS................................................................................86
SECTION 5.16.  AT&T FINANCINGS ..................................................................................86
SECTION 5.17.  AVAILABILITY AND TRANSFER OF FOREIGN CURRENCY.....................................................87
SECTION 5.18.  CENTRAL BANKS   ..................................................................................87
SECTION 5.19.  NOTARIZATION, CONSULARIZATION AND TRANSLATION.....................................................88
SECTION 5.20.  AFFILIATE AGREEMENTS..............................................................................88
SECTION 5.21.  SUPPLY CONTRACTS..................................................................................89
SECTION 5.22.  LOCAL FINANCING RESTRUCTURING.....................................................................89

</TABLE>


                                       ii
<PAGE>
<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----

<S>     <C>                                                                                                      <C>
                                                  ARTICLE VI
                                                NEGATIVE COVENANTS

SECTION 6.01.  INDEBTEDNESS; DISQUALIFIED STOCK..................................................................89
SECTION 6.02.  LIENS.............................................................................................93
SECTION 6.03.  FUNDAMENTAL CHANGES...............................................................................95
SECTION 6.04.  INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS; ASSET SALES............................95
SECTION 6.05.  HEDGING AGREEMENTS................................................................................99
SECTION 6.06.  RESTRICTED PAYMENTS; CERTAIN PAYMENTS OF INDEBTEDNESS............................................100
SECTION 6.07.  TRANSACTIONS WITH AFFILIATES.....................................................................102
SECTION 6.08.  RESTRICTIVE AGREEMENTS...........................................................................102
SECTION 6.09.  LIMITATION ON SALE-LEASEBACK TRANSACTIONS........................................................103
SECTION 6.10.  RESTRICTED SUBSIDIARIES..........................................................................103
SECTION 6.11.  AMENDMENT OF MATERIAL DOCUMENTS..................................................................104
SECTION 6.12.  BUSINESS OF THE LOAN PARTIES.....................................................................104
SECTION 6.13.  MATERIAL CONTRACTS...............................................................................105
SECTION 6.14.  CERTAIN OPERATING LEASES.........................................................................105
SECTION 6.15.  CAPITAL EXPENDITURES.............................................................................106
SECTION 6.16.  MAXIMUM RATIO OF TOTAL INDEBTEDNESS TO CONTRIBUTED EQUITY........................................109
SECTION 6.17.  MAXIMUM RATIO OF SECURED INDEBTEDNESS TO CONTRIBUTED EQUITY......................................109
SECTION 6.18.  MAXIMUM RATIO OF TOTAL INDEBTEDNESS TO CONSOLIDATED EBITDA.......................................109
SECTION 6.19.  MINIMUM FIXED CHARGE COVERAGE RATIO..............................................................110
SECTION 6.20.  MINIMUM INTEREST COVERAGE RATIO..................................................................110
SECTION 6.21.  MINIMUM EBITDA (MAXIMUM EBITDA LOSS).............................................................111
SECTION 6.22.  MINIMUM GROSS REVENUE............................................................................113
SECTION 6.23.  MINIMUM LIQUIDITY................................................................................114
SECTION 6.24.  ON-NETWORK PORTS.................................................................................114
SECTION 6.25.  FISCAL YEAR OF HOLDINGS..........................................................................115
SECTION 6.26.  AGGREGATE AMOUNT OF LOANS........................................................................115
SECTION 6.27.  AGGREGATE AMOUNT OF LOANS........................................................................116


                                                    ARTICLE VII
                                                  EVENTS OF DEFAULT

SECTION 7.01.  EVENTS OF DEFAULT................................................................................116


                                                   ARTICLE VIII
                                                   MISCELLANEOUS

SECTION 8.01.  NOTICES         .................................................................................121
SECTION 8.02.  WAIVERS; AMENDMENTS..............................................................................121

</TABLE>

                                      iii


<PAGE>


<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----

<S>     <C>                                                                                                      <C>
SECTION 8.03.  EXPENSES; INDEMNITY; DAMAGE WAIVER...............................................................124
SECTION 8.04.  SUCCESSORS AND ASSIGNS...........................................................................125
SECTION 8.05.  SURVIVAL        .................................................................................126
SECTION 8.06.  COUNTERPARTS; INTEGRATION; EFFECTIVENESS.........................................................126
SECTION 8.07.  SEVERABILITY    .................................................................................127
SECTION 8.08.  RIGHT OF SETOFF .................................................................................127
SECTION 8.09.  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.......................................127
SECTION 8.10.  WAIVERS..........................................................................................128
SECTION 8.11.  HEADINGS.........................................................................................129
SECTION 8.12.  CONFIDENTIALITY .................................................................................129
SECTION 8.13.  DESIGNATION OF UNRESTRICTED SUBSIDIARIES.........................................................130
SECTION 8.14.  INTEREST RATE LIMITATION.........................................................................131
SECTION 8.15.  JUDGMENT CURRENCY................................................................................131
SECTION 8.16.  CHILEAN REORGANIZATION...........................................................................132
SECTION 8.17.  ACKNOWLEDGMENT.  ................................................................................132
SECTION 8.18.  AMENDMENT AND RESTATEMENT........................................................................133


SCHEDULES:

Schedule 1.01(b) -- Unrestricted Subsidiaries
Schedule 1.01(c) -- Subordination Terms
Schedule 1.01(d) -- Local Facilities Indebtedness
Schedule 1.01(e) -- "Change in Control" Documents
Schedule 1.01(f) -- Non-Competitors of Suppliers
Schedule 1.01(g) -- Local Security Documents
Schedule 1.01(h) -- Interconnection Agreements
Schedule 1.01(i) -- Existing AT&T Financings
Schedule 3.03    -- Governmental Approvals
Schedule 3.05    -- Real Property
Schedule 3.11    -- Subsidiaries
Schedule 3.12    -- Existing Insurance
Schedule 3.15    -- Ownership of Holdings
Schedule 3.16    -- Project Documents
Schedule 3.19    -- Concessions
Schedule 3.20    -- Build and Coverage Requirements
Schedule 3.26    -- Affiliate Transactions
Schedule 5.12(h) -- Post-Closing Actions
Schedule 6.01    -- Existing Indebtedness
Schedule 6.02    -- Existing Liens
Schedule 6.04(a) -- Existing Investments
Schedule 6.04(b) -- Existing Loans and Advances
Schedule 6.08    -- Existing Restrictions
Schedule 6.12(c) -- Existing Contracts of Holdings
Schedule 8.02    -- Amendment/Waiver Covenant Level Restrictions

</TABLE>

                                       iv
<PAGE>






EXHIBITS:

Exhibit A          --    Form of Collateral Agency and Intercreditor
                           Agreement
Exhibit B          --    Form of Indemnity, Subrogation and
                           Contribution Agreement
Exhibit C          --    Form of Holdings Guarantee Agreement
Exhibit D          --    Form of Perfection Certificate
Exhibit E          --    Form of U.S. Pledge Agreement
Exhibit F          --    Form of U.S. Security Agreement
Exhibit G          --    Form of Forbearance Agreement
Exhibit H          --    Form of Subsidiary Guarantee Agreement
Exhibit I          --    Form of Subordination Agreement
Exhibit J          --    Form of Holdings Counterparty Consent


                                       v

<PAGE>



                           COMMON AGREEMENT dated as of December 21, 2001, as
                  amended and restated as of March 25, 2002, among AT&T LATIN
                  AMERICA CORP., a Delaware corporation, LATIN AMERICAN
                  EQUIPMENT FINANCE B.V., a limited liability company ("besloten
                  vennootschap met beperkte aansprakelijkheid") organized under
                  the laws of the Netherlands, the ADMINISTRATIVE AGENTS party
                  hereto, and ABN AMRO TRUSTEES LIMITED, as Collateral Agent.

                  Holdings (such term, and each other capitalized term used in
this preliminary statement, having the meaning assigned to it in Section 1.01 of
this Agreement) desires to install and operate the Project and is entering into
the Supply Contracts in order to obtain equipment and services necessary for the
Project. In order to obtain financing for the Project, Holdings and the Borrower
are entering into the Initial Participating Credit Agreements. The parties to
each Initial Participating Credit Agreement desire to enter into this Agreement
in order to provide for certain terms and conditions that will be applicable to
each Initial Participating Credit Agreement (as well as Additional Participating
Credit Agreements, as provided herein). Accordingly, the parties hereto agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

                  SECTION 1.01. DEFINED TERMS. As used in this Agreement, the
following terms have the meanings specified below:

                  "ADDITIONAL JURISDICTION" means any jurisdiction other than
the United States, the Netherlands, the Project Countries and any political
subdivision of any of them.

                  "ADDITIONAL PARTICIPATING CREDIT AGREEMENT" means any loan
agreement entered into by the Borrower for the sole purpose of borrowing loans
that will constitute Permitted Senior Secured Indebtedness; PROVIDED that:

                  (i) the Administrative Agent under such loan agreement shall,
         on behalf of the Lender Group thereunder, become a party to this
         Agreement and the Collateral Agency Agreement; and

                  (ii) complete copies of such loan agreement and any related
         agreements (other than any fee letters and other related agreements
         that are subject to express confidentiality agreements restricting
         disclosure thereof, provided such agreements are customarily subject to
         such



                                       1
<PAGE>

         confidentiality agreements) shall be delivered to all the Agents (and
         any Lenders that request copies thereof) under the other Participating
         Credit Agreements.

                  "ADMINISTRATIVE AGENT" means (a) each Person that is serving
as Administrative Agent for, or similar representative for, a Lender Group under
a Participating Credit Agreement, in its capacity as such agent or
representative, or (b) in the case of any Participating Credit Agreement under
which there is only one Lender (and no such agent or representative), such
Lender.

                  "AFFILIATE" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified. For
the avoidance of doubt, AT&T and each of its consolidated subsidiaries shall be
deemed to constitute an Affiliate of each Loan Party unless and until AT&T
transfers all the Equity Interests of Holdings Controlled by it to a Permitted
Transferee. A natural person shall not be construed to be an Affiliate of a
Person solely because such natural person is a director or officer of such
Person.

                  "AGENCY CAPITAL MARKET TRANSACTION" means any financing
provided to one or more of the Loan Parties by (or with credit support from) an
export credit agency to the extent that (i) such financing is arranged by any of
the Suppliers or (ii) the terms thereof require the proceeds thereof be used to
reduce or repay existing Indebtedness of one or more of the Loan Parties.

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

                  "ARGENTINA" means The Republic of Argentina.

                  "ARGENTINA PAYMENT CONDITION" means, at any time, the
condition that each Argentine Subsidiary has the ability to make payments when
due of all amounts owing by it in Dollars under the Local Financing Documents
and other Loan Documents to which it is a party, free of any restriction or
condition (other than requirements of notice or filings that are not subject to
discretionary review of any Governmental Authority) imposed by any Governmental
Authority in Argentina and without any requirement for Governmental Approvals
that have not been obtained at such time.

                  "ARGENTINE GUARANTEE AGREEMENT" means a Guarantee Agreement
among each Restricted Subsidiary and the Collateral Agent, reasonably
satisfactory in form and substance to the Initial Lenders, providing for certain
Guarantees by the Restricted Subsidiaries.




                                       2
<PAGE>

                  "ARGENTINE OPERATING SUBSIDIARY" means AT&T Argentina S.A., a
sociedad anonima organized under the laws of Argentina.

                  "ARGENTINE SECURITY DOCUMENTS" means the agreements and
documents described on Schedule 1.01(g) under the caption "Argentina" (in form
and substance reasonably satisfactory to the Initial Lenders) and each security
agreement or other instrument or document executed and delivered pursuant to
Section 5.11 or 5.12 or otherwise to secure any of the Obligations in respect of
(a) Collateral located in Argentina and (b) Equity Interests of any Person
incorporated or organized under the laws of Argentina or any political
subdivision thereof that constitute Collateral.

                  "ARGENTINE SUBSIDIARIES" means the Argentine Operating
Subsidiary and each other Restricted Subsidiary organized under the laws of
Argentina or any political subdivision thereof.

                  "AT&T" means AT&T Corp., a New York corporation.

                  "AT&T CREDIT FACILITIES" means credit facilities providing for
loans to be made by AT&T and Global Card Holdings Inc. to Holdings (or, subject
to the last paragraph of Section 6.01, a Restricted Subsidiary), in an aggregate
principal amount equal to $398,000,000, that will refinance and replace
$398,000,000 principal amount of the Existing AT&T Financings (other than the
Series B Preferred Stock).

                  "AT&T FINANCING DOCUMENTS" means (a) the agreements evidencing
or otherwise relating to the AT&T Credit Facilities and the Supplemental
Agreement Facility and (b) the Certificate of Designation evidencing or
otherwise relating to the Series B Preferred Stock.

                  "AT&T SUBORDINATION AGREEMENT" means the Subordination
Agreement among AT&T, the other Subordinated Creditors (as defined therein)
party thereto, the Loan Parties party thereto and the Collateral Agent,
substantially in the form of Exhibit I.

                  "AT&T SUCCESSOR" has the meaning assigned to such term in the
definition of Permitted Holder.

                  "AVAILABILITY TERMINATION DATE" means June 29, 2004.

                  "BOARD" means the Board of Governors of the Federal Reserve
System of the United States.

                  "BORROWER" means Latin American Equipment Finance B.V., a
Netherlands limited liability company.

                  "BORROWING" means a Loan or group of Loans of the same Class
and Type, made, converted or continued on the same date and, in the case of
LIBOR Loans (as defined in any Participating



                                       3
<PAGE>

Credit Agreement), as to which a single Interest Period (as defined in any
Participating Credit Agreement) is in effect.

                  "BRAND LICENSE AGREEMENTS" means (a) the Service Mark License
Agreement dated as of November 18, 1999, between AT&T and Holdings, as successor
to Kiri Inc.,(b) the Regional Vehicle Agreement dated as of August 28, 2000,
between AT&T and Holdings, as successor to Kiri Inc. and (c) any sublicenses of
the foregoing agreements to Restricted Subsidiaries and any licenses made
directly by AT&T or one of its Affiliates to Restricted Subsidiaries with
respect to the intellectual property licensed under the agreements described in
clauses (a) and (b) above.

                  "BRAZIL" means the Federative Republic of Brazil.

                  "BRAZILIAN DEBENTURES" means the debentures of the Brazilian
Operating Subsidiary denominated in Brazilian reais in an aggregate principal
amount the Dollar Equivalent of which does not exceed (as of the date of
issuance) $155,000,000; PROVIDED that (a) the Indebtedness in respect of such
debentures is unsecured (except with respect to a Permitted Interest Reserve
Account) and is not Guaranteed by any Loan Party, (b) the Indebtedness in
respect of such debentures is subordinated to the Obligations on terms no less
favorable to the Lenders than those set forth in Schedule 1.01(c), (c) if such
debentures are denominated in a currency that is not Dollars, then Holdings or
the issuer of such debentures shall have hedged, on terms reasonably
satisfactory to the Requisite Lenders, any currency exchange exposure relating
to the risk that the limitation on AT&T's obligations under the Supplemental
Agreement to fund in Dollars could be insufficient to refinance such debentures
when due and (d) the terms of such debentures are reasonably satisfactory to the
Requisite Lenders (it being understood that (i) the determination by any Lender
that any such terms are not satisfactory shall be deemed reasonable if such
terms would not be permitted in respect of Permitted High-Yield Indebtedness
pursuant to clause (f) of the definition of "Permitted High-Yield Indebtedness"
and (ii) the terms described in Schedule 1.01(h) to the Disclosure Letter are
satisfactory).

                  "BRAZILIAN DEBENTURE REFINANCING INDEBTEDNESS" means
Indebtedness (other than Indebtedness under the Supplemental Agreement Facility)
of Holdings or the Brazilian Operating Subsidiary refinancing or replacing
Indebtedness outstanding under clause (g) of Section 6.01; PROVIDED that, if
such Indebtedness is not Permitted High-Yield Indebtedness, such Indebtedness
shall (a) satisfy all the requirements and conditions required to be satisfied
by the Brazilian Debentures pursuant to the proviso to the definition of the
term "Brazilian Debentures" and (b) have the benefit of the Supplemental
Agreement.




                                       4
<PAGE>

                  "BRAZILIAN OPERATING SUBSIDIARY" means AT&T do Brasil S.A., a
sociedade anonima organized under the laws of Brazil.

                  "BRAZILIAN SECURITY DOCUMENTS" means the agreements and
documents described on Schedule 1.01(g) under the caption "Brazil" (in form and
substance reasonably satisfactory to the Initial Lenders) and each security
agreement or other instrument or document executed and delivered pursuant to
Section 5.11 or 5.12 or otherwise to secure any of the Obligations in respect of
(a) Collateral located in Brazil and (b) Equity Interests of any Person
incorporated or organized under the laws of Brazil or any political subdivision
thereof that constitute Collateral.

                  "BUDGET" means, with respect to any fiscal year, the budget of
Holdings, the Borrower and the Restricted Subsidiaries for such fiscal year on a
monthly basis, accompanied by a discussion and analysis in reasonable detail,
including as to any material assumptions underlying such budget, prepared by
senior management of Holdings related to such fiscal year.

                  "BUSINESS DAY" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City or Amsterdam, the
Netherlands, are authorized or required by law to remain closed; PROVIDED that,
when used in connection with a LIBOR Loan (as defined in any Participating
Credit Agreement), the term "BUSINESS DAY" shall also exclude any day on which
banks are not open for dealings in Dollar deposits in the London interbank
market.

                  "BUSINESS PLAN" means the seven-year consolidated business
plan of Holdings dated December 13, 2001, in the form approved by the Initial
Lenders prior to the date hereof.

                  "CAPITAL EXPENDITURES" means, for any period, without
duplication, (a) the additions to property, plant and equipment and other
capital expenditures of Holdings, the Borrower and the Restricted Subsidiaries
that are (or would be) set forth in a consolidated statement of cash flows of
Holdings for such period prepared in accordance with GAAP (including, in any
event, any expenditures during such period in respect of the acquisition or use
of any intellectual property, license or Governmental Approval, to the extent
such expenditure is capitalized rather than expensed) and (b) Capital Lease
Obligations incurred by Holdings, the Borrower and the Restricted Subsidiaries
during such period; PROVIDED that assets acquired pursuant to a Permitted
Business Acquisition shall not constitute a "Capital Expenditure".

                  "CAPITAL LEASE OBLIGATIONS" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations




                                       5
<PAGE>

are required to be classified and accounted for as capital leases on a balance
sheet of such Person under GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

                  "CAPITAL MARKETS PERCENTAGE" means:

                  (a) with respect to any Debt Capital Market Transaction, (i)
         50% or (ii) 25%, if (A) the third anniversary of the Effective Date has
         occurred and (B) after giving pro forma effect to the applicable Debt
         Capital Market Transaction and any related repayment of Indebtedness,
         the Leverage Ratio is less than or equal to 5.00 to 1.00; or

                  (b) with respect to any Equity Capital Market Transaction, (i)
         prior to the third anniversary of the Effective Date, (A) until the
         aggregate Net Proceeds of all Equity Capital Market Transactions
         consummated on or after the Effective Date exceed $250,000,000, 0%, (B)
         thereafter until the aggregate Net Proceeds of all Equity Capital
         Market Transactions consummated on or after the Effective Date exceed
         $400,000,000, 20%, and (C) thereafter, 50% and (ii) on or after the
         third anniversary of the Effective Date(A) 50% or (B) 25%, if, after
         giving pro forma effect to the applicable Equity Capital Market
         Transaction and any related repayment of Indebtedness, the Leverage
         Ratio is less than or equal to 5.00 to 1.00; or

                  (c) with respect to any Agency Capital Market
         Transaction, 100%.

                  "CAPITAL MARKET TRANSACTION" means any Debt Capital Market
Transaction, Equity Capital Market Transaction or Agency Capital Market
Transaction.

                  "CENTRAL BANK" means the central bank of any Project Country.

                  "CHANGE IN CONTROL" means (a) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of Holdings (together with any new directors whose
election or whose nomination for election by the shareholders of Holdings was
approved by a vote of at least a majority of the directors of Holdings then
still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved or who are
designees of any Permitted Transferee) cease for any reason other than due to
death or disability to constitute a majority of the Board of Directors of
Holdings then in office; (b) the occurrence of a "Change in Control" under any
of the documents listed on Schedule 1.01(e) hereto (as amended




                                       6
<PAGE>

from time to time) or any similar event, howsoever named, that results in a
default or acceleration of obligations under, or any requirement to purchase or
redeem, or make an offer to purchase or redeem, any Material Indebtedness (other
than the Existing AT&T Financings and any Subordinated AT&T Indebtedness); (c)
at any time (i) the Permitted Holders thereof cease to be the "beneficial owner"
or "beneficial owners" (as defined in Rule 13d-3 under the Exchange Act),
directly, of more than the Minimum Voting Percentage of the aggregate ordinary
voting power represented by the issued and outstanding Equity Interests of
Holdings or (ii) the failure by AT&T, the AT&T Successor and any Permitted
Transferees (collectively) to be the "beneficial owner" or "beneficial owners"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
more than the Minimum Economic Percentage of the aggregate equity value
represented by the issued and outstanding Equity Interests of Holdings; (d) at
any time any Permitted Holder sells or disposes (except to another Permitted
Holder and except pursuant to a contractual commitment entered into when such
sale or transfer would otherwise have been permitted by clause (c) of this
definition) of any Equity Interests of Holdings when (i) the Leverage Ratio as
of the last day of the most recently ended fiscal quarter of Holdings (giving
effect to Indebtedness incurred or repaid through the date of such sale or
disposition) is greater than 5.00 to 1.00 and (ii) following such sale or
disposition, (A) the Permitted Holders directly hold Equity Interests in
Holdings representing less than 50% of the aggregate ordinary voting power
represented by all of the issued and outstanding Equity Interests of Holdings or
(B) AT&T, the AT&T Successor and any Permitted Transferees (collectively),
directly or indirectly, hold Equity Interests in Holdings representing less than
25% of the aggregate equity value represented by all of the issued and
outstanding Equity Interests of Holdings; (e) at any time any "person" or
"group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than the Permitted Holders, is or becomes the "beneficial owner" or
"beneficial owners" (as defined in clause (c) above) of a greater percentage of
the total voting power represented by the issued and outstanding Equity
Interests of Holdings than the percentage of such voting power held, directly or
indirectly, by the Permitted Holders; or (f) at any time Holdings ceases to
Control the Borrower. For the purposes of determining compliance with clause
(c)(ii) or (d)(ii)(B) of the previous sentence, if any Permitted Holder other
than AT&T, the AT&T Successor or a Permitted Transferee holds Equity Interests
in Holdings, the portion of such Permitted Holder's percentage of the aggregate
equity value of the issued and outstanding Equity Interests of Holdings deemed
to be held by AT&T, the AT&T Successor or such Permitted Transferee, as
applicable, shall be equal to the product of (a) the percentage of the aggregate
equity value of the issued and outstanding Equity Interests of such Permitted
Holder held (directly or indirectly, determined as provided in this sentence) by
AT&T, the


                                       7
<PAGE>

AT&T Successor or such Permitted Transferee, as applicable, and (b) the
percentage of the aggregate equity value of the issued and outstanding Equity
Interests of Holdings held by such Permitted Holder (expressed as a decimal).

                  "CHILE" means the Republic of Chile.

                  "CHILEAN GUARANTEE AGREEMENT" means a Guarantee Agreement
among each Chilean Subsidiary and the Collateral Agent, reasonably satisfactory
in form and substance to the Initial Lenders, providing for a Guarantee of the
Obligations by the Chilean Subsidiaries in accordance with the laws of Chile.

                  "CHILEAN OPERATING SUBSIDIARIES" means AT&T Chile Long
Distance S.A., a stock corporation ("sociedad anonima abierta") organized under
the laws of Chile, AT&T Chile Network, S.A., a stock corporation ("sociedad
anonima abierta") organized under the laws of Chile, and AT&T Chile Telephony
S.A., a closely held stock corporation ("sociedad anonima cerrada") organized
under the laws of Chile.

                  "CHILEAN SECURITY DOCUMENTS" means the agreements and
documents described on Schedule 1.01(g) under the caption "Chile" (in form and
substance reasonably satisfactory to the Initial Lenders) and each security
agreement or other instrument or document executed and delivered pursuant to
Section 5.11 or 5.12 or otherwise to secure any of the Obligations in respect of
(a) Collateral located in Chile and (b) Equity Interests of any Person
incorporated or organized under the laws of Chile or any political subdivision
thereof that constitute Collateral.

                  "CHILEAN SUBSIDIARIES" means the Chilean Operating
Subsidiaries and each other Restricted Subsidiary organized under the laws of
Chile.

                  "CISCO" means Cisco Systems Capital Corporation and, if the
context so requires, Cisco Systems, Inc.

                  "CISCO CREDIT AGREEMENT" means the Credit Agreement dated as
of December 21, 2001, as amended and restated as of March 25, 2002, among
Holdings, the Borrower, the Lenders thereunder (including Cisco, as Initial
Lender thereunder) and Bankers Trust Company, as Administrative Agent. The Cisco
Credit Agreement relates to the Cisco Supply Contract and any provision herein
that refers to a Participating Credit Agreement and its related Supply Contract
shall be construed accordingly.

                  "CISCO SUPPLY CONTRACT" means the Supply Contract to be
entered into by Cisco and Holdings and such Restricted Subsidiaries as may be
party thereto, in form and substance reasonably satisfactory to Cisco.




                                       8
<PAGE>

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

                  "CLOSING DATE" means December 21, 2001.

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

                  "COLLATERAL" means (a) any and all "Collateral" as defined in
any applicable Security Document and (b) any and all other assets of whatever
nature, tangible or intangible, now owned or existing or hereafter acquired or
arising in which the Collateral Agent or the Lenders have been granted a Lien or
security interest, or that have been assigned to the Collateral Agent or the
Lenders, in each case pursuant to any of the Security Documents.

                  "COLLATERAL AGENCY AGREEMENT" means the Collateral Agency and
Intercreditor Agreement among Holdings, the Borrower, the Collateral Agent and
the Administrative Agents, substantially in the form of Exhibit A.

                  "COLLATERAL AGENT" shall have the meaning assigned to such
term in the Collateral Agency Agreement.

                  "COLLATERAL AND GUARANTEE REQUIREMENT" means the requirement
that:

                  (a) the Collateral Agent shall have received (i) from
         Holdings, a counterpart of the Holdings Guarantee Agreement duly
         executed and delivered on behalf of Holdings, (ii) from each Restricted
         Subsidiary (other than any Colombian Subsidiary or Argentine
         Subsidiary), a counterpart of the Subsidiary Guarantee Agreement duly
         executed and delivered on behalf of such Restricted Subsidiary, (iii)
         from each Restricted Subsidiary, a counterpart of the Argentine
         Guarantee Agreement duly executed and delivered on behalf of such
         Restricted Subsidiary and (iv) from each Chilean Subsidiary, a
         counterpart of the Chilean Guarantee Agreement duly executed and
         delivered on behalf of such Chilean Subsidiary;

                  (b) the Collateral Agent shall have received from each
         Colombian Subsidiary, a counterpart of the Colombian Funding Agreement
         duly executed and delivered on behalf of such Colombian Subsidiary;

                  (c) the Collateral Agent shall have received from each Loan
         Party (other than any Colombian Subsidiary) a




                                       9
<PAGE>

         counterpart of the Indemnity, Subrogation and Contribution Agreement
         duly executed and delivered on behalf of each such Loan Party; PROVIDED
         that the Argentine Subsidiaries shall not be required to so execute and
         deliver the Indemnity, Subrogation and Contribution Agreement if they
         enter into another Loan Document reasonably satisfactory to the Agents
         that accomplishes substantially the same purposes as the Indemnity,
         Subrogation and Contribution Agreement;

                  (d) the Collateral Agent shall have received (i) from each
         Loan Party that is incorporated or organized under the laws of the
         United States or any political subdivision thereof or that owns any
         Equity Interests in any Person that is incorporated or organized under
         the laws of the United States or any political subdivision thereof that
         would constitute Collateral if such Loan Party executed the U.S. Pledge
         Agreement, a counterpart of the U.S. Pledge Agreement duly executed and
         delivered on behalf of such Loan Party, (ii) from each Loan Party that
         is incorporated or organized under the laws of the United States or any
         political subdivision thereof or that owns any assets located in the
         United States or any political subdivision thereof that would
         constitute Collateral if such Loan Party executed the U.S. Security
         Agreement, a counterpart of the U.S. Security Agreement duly executed
         and delivered on behalf of such Loan Party, (iii) from each Loan Party
         that is incorporated or organized under the laws of Argentina or any
         political subdivision thereof or owns any Equity Interests in a Person
         that is incorporated or organized under the laws of Argentina or any
         political subdivision thereof or owns any assets located in Argentina
         that would constitute Collateral if such Loan Party executed any
         Argentine Security Document, counterparts of the applicable Argentine
         Security Documents duly executed and delivered on behalf of such Loan
         Party, (iv) from each Loan Party that is incorporated or organized
         under the laws of Brazil or any political subdivision thereof or that
         owns any Equity Interests in a Person that is incorporated or organized
         under the laws of Brazil or any political subdivision thereof or owns
         any assets located in Brazil that would constitute Collateral if such
         Loan Party executed any Brazilian Security Document, counterparts of
         the applicable Brazilian Security Documents duly executed and delivered
         on behalf of such Loan Party, (v) from each Loan Party that is
         incorporated or organized under the laws of Chile or owns any Equity
         Interests in a Person that is incorporated or organized under the laws
         of Chile or owns any assets located in Chile that would constitute
         Collateral if such Loan Party executed any Chilean Security Document,
         counterparts of the applicable Chilean Security Documents, duly
         executed and delivered on behalf of such Loan Party, (vi) from each
         Loan Party that is incorporated or organized under the laws of Colombia
         or any political subdivision




                                       10
<PAGE>

         thereof or owns any Equity Interests in a Person that is incorporated
         or organized under the laws of Colombia or any political subdivision
         thereof or owns any assets located in Colombia that would constitute
         Collateral if such Loan Party executed any Colombian Security Document,
         counterparts of the applicable Colombian Security Documents duly
         executed and delivered on behalf of such Loan Party, (vii) from each
         Loan Party that is incorporated or organized under the laws of the
         Netherlands or any political subdivision thereof or owns any Equity
         Interests in a Person that is incorporated or organized under the laws
         of the Netherlands or owns any assets located in the Netherlands that
         would constitute Collateral if such Loan Party executed any Netherlands
         Security Document, counterparts of the applicable Netherlands Security
         Documents duly executed and delivered on behalf of such Loan Party and
         (viii) from each Loan Party that is incorporated or organized under the
         laws of Peru or any political subdivision thereof or owns any Equity
         Interests in a Person that is incorporated or organized under the laws
         of Peru or any political subdivision thereof or owns any assets located
         in Peru that would constitute Collateral if such Loan Party executed
         any Peruvian Security Document, counterparts of the applicable Peruvian
         Security Documents duly executed and delivered on behalf of such Loan
         Party;

                  (e) all outstanding Equity Interests of the Borrower and of
         each Subsidiary (whether or not a Restricted Subsidiary) owned, in the
         case of each Subsidiary, directly by or directly on behalf of any Loan
         Party shall have been pledged pursuant to the applicable Security
         Document and either (i) the Collateral Agent shall have received
         certificates or other instruments representing all such Equity
         Interests, together (except with respect to Equity Interests of a
         Subsidiary organized under the laws of Chile) with stock powers or
         other instruments of transfer with respect thereto endorsed in blank or
         (ii) such other action shall have been taken as necessary to perfect
         the security interest granted to the Collateral Agent in such Equity
         Interests; PROVIDED that no Loan Party shall be required to pledge
         Equity Interests of any Unrestricted Subsidiary or Strategic Investment
         to the extent that (A) the pledge of such Equity Interests is
         prohibited by the terms of the contractual arrangements relating to the
         initial formation or initial financing of such Unrestricted Subsidiary
         or the initial investment in such Strategic Investment or (B) at the
         time such Unrestricted Subsidiary is created or acquired or such
         Strategic Investment is made, a Financial Officer shall have delivered
         to the Lenders a certificate stating that Holdings has determined in
         good faith that the pledge of such Equity Interests is reasonably
         likely to prevent the consummation of future material financing
         arrangements




                                       11
<PAGE>

         required by such Unrestricted Subsidiary or the entity in which such
         Strategic Investment is made and setting forth the reasons for such
         determination, and, in the case of clauses (A) and (B) above, the
         applicable Loan Party shall use commercially reasonable efforts to have
         the Equity Interests in such Unrestricted Subsidiary or Strategic
         Investment held by a limited purpose intermediate holding company of
         which all the Equity Interests are pledged as contemplated by this
         clause (e);

                  (f) all Indebtedness (of the type described in clause (a),
         (b), (c) or (d) of the definition of Indebtedness) that is owing to any
         Loan Party (excluding (i) any Indebtedness of a Chilean Subsidiary
         owing to another Chilean Subsidiary, (ii) any Indebtedness of any
         director, officer or employee of any Loan Party that is outstanding as
         of the Closing Date and set forth on Schedule 6.04(b) and (iii) other
         Indebtedness in an aggregate principal amount not exceeding $50,000 at
         any time) shall be evidenced by a promissory note and shall have been
         pledged pursuant to the applicable Security Document or (in the case of
         any Chilean Subsidiary) endorsed as Collateral (unless so evidencing
         such Indebtedness with a promissory note shall give rise to material
         Taxes or other costs that can be avoided by not so evidencing such
         Indebtedness; PROVIDED that the Loan Parties take such steps and
         execute such documents as any Agent reasonably requests to ensure that
         such Indebtedness is subject to a perfected Lien in favor of the
         Collateral Agent), and either (A) the Collateral Agent shall have
         received all such promissory notes, together with instruments of
         transfer with respect thereto endorsed in blank or (B) such other
         action shall have been taken as necessary to perfect the security
         interest granted to the Collateral Agent in such Indebtedness;

                  (g) all documents, instruments, registrations, filings,
         publications and annotations required by Argentine, Brazilian, Chilean,
         Colombian, Netherlands, Peruvian, United States or other applicable
         law, as applicable, or reasonably requested by any Agent to be filed,
         registered, recorded, annotated, published or delivered to create the
         Liens intended to be created by the Security Documents and to perfect
         such Liens to the extent required by, and with the priority required
         by, the Security Documents, shall have been filed, registered,
         recorded, annotated, published or delivered to the Collateral Agent for
         filing, registration, annotating, publishing or recording;

                  (h) the Collateral Agent shall have received (i) counterparts
         of a Mortgage with respect to each Mortgaged Property duly executed and
         delivered by the record




                                       12
<PAGE>

         owner or lease holder of such Mortgaged Property, (ii) a policy or
         policies of title insurance issued by a nationally recognized title
         insurance company reasonably satisfactory to the Administrative Agents
         insuring the Lien of each such Mortgage in respect of a Mortgaged
         Property located in the United States or, if reasonably requested by
         any of the Agents and customary in the applicable jurisdiction, outside
         the United States as a valid first Lien on the Mortgaged Property
         described therein, free of any other Liens except as permitted by
         Section 6.02, together with such endorsements, coinsurance and
         reinsurance as any Agent or Supplier may reasonably request, (iii) such
         surveys, abstracts, appraisals, legal opinions and other documents as
         any Agent reasonably requests with respect to any such Mortgage or
         Mortgaged Property, (iv) counterparts of Mortgages duly executed by the
         relevant lessee in respect of the leased properties identified on
         Schedule 3.05 at which are located tangible assets with a fair market
         value in excess of $1,000,000, to the extent obtainable through the use
         of commercially reasonable best efforts, and (v) counterparts of
         Mortgages duly executed by the relevant lessee in respect of each lease
         entered into by a Loan Party, as lessee, after the Closing Date, to the
         extent required by Section 5.12(d);

                  (i) each Loan Party shall have obtained all consents and
         approvals required to be obtained by it in connection with the
         execution and delivery of all Guarantee Agreements and Security
         Documents to which it is a party, and, in the case of a Colombian
         Subsidiary, the Colombian Funding Agreement, the performance of its
         obligations thereunder and the granting by it of the Liens under such
         Security Documents, other than (i) in the case of the Brazilian
         Operating Subsidiary, the prior approval of the Central Bank of Brazil
         authorizing the remittance of hard currency abroad by the Brazilian
         Operating Subsidiary to fulfill its obligations under the applicable
         Security Documents to which it is a party and (ii) any such consent or
         approval that is expressly contemplated by the relevant Security
         Document or Guarantee Agreement or the Colombian Funding Agreement, as
         applicable, to be obtained at a date later than the relevant date on
         which satisfaction of the Collateral and Guarantee Requirement is
         required;

                  (j) in the case of any Restricted Subsidiary (other than a
         Colombian Subsidiary) acquired by any Loan Party after the Effective
         Date, such Restricted Subsidiary shall execute a supplement to the
         Subsidiary Guarantee Agreement, the Indemnity, Contribution and
         Subrogation Agreement and each applicable Security Document, in the
         form specified therein;




                                       13
<PAGE>

                  (k) in the case of any Colombian Subsidiary formed or acquired
         by any Loan Party after the Effective Date, such Colombian Subsidiary
         shall execute the Colombian Funding Agreement and each applicable
         Security Document, in the form specified therein;

                  (l) in the case of any Loan Party that (i) is organized under
         the laws of any Additional Jurisdiction or (ii) owns or acquires any
         assets located in any Additional Jurisdiction or any Equity Interests
         in any Person organized under the laws of any Additional Jurisdiction,
         such Loan Party shall (A) deliver to the Collateral Agent counterparts
         of all such security agreements and other instruments and agreements as
         any Agent may reasonably request to create and perfect Liens securing
         the Obligations over all such assets and Equity Interests, (B) file,
         register or record all documents, instruments, filings, registrations
         and annotations required by the laws of such Additional Jurisdiction or
         reasonably requested by any Agent to create, perfect or ensure the
         priority of the Liens described in subclause (A) of this paragraph and
         (C) obtain all consents and approvals required in connection with the
         execution of the security documents described in subclause (A) of this
         paragraph for the creation and perfection of the Liens created thereby;
         and

                  (m) the Collateral Agent will have received a copy of an
         acknowledgment or other evidence from each applicable Governmental
         Authority or public registry, as the case may be, in form and substance
         reasonably satisfactory to the Administrative Agents, regarding the
         registration of the security interest on the Collateral pursuant to the
         Collateral and Guarantee Requirement, in each case to the extent
         customarily obtained;

PROVIDED that, notwithstanding the foregoing, the Loan Parties shall not be
required to pledge any Equity Interests in any Unrestricted Subsidiary listed on
Schedule 1.01(b) unless any such Unrestricted Subsidiary or Unrestricted
Subsidiaries have not been liquidated within six months after the Effective
Date, in which case Equity Interests in such Unrestricted Subsidiaries shall be
pledged at such time.

                  "COLOMBIA" means the Republic of Colombia.

                  "COLOMBIAN FUNDING AGREEMENT" means a Funding Agreement among
each Colombian Subsidiary and the Collateral Agent, reasonably satisfactory in
form and substance to the Initial Lenders, providing for (a) the obligations of
the Colombian Subsidiaries to fund Obligations owed by other Loan Parties and
(b) subordination of inter-company obligations to the Obligations in a manner
substantially the same as the subordination




                                       14
<PAGE>
provisions contained in the Indemnity, Subrogation and Contribution Agreement.

                  "COLOMBIAN OBLIGATIONS" has the meaning assigned to such term
in any Colombian Security Document.

                  "COLOMBIAN OPERATING SUBSIDIARY" means AT&T Colombia S.A., a
sociedad anonima organized under the laws of Colombia.

                  "COLOMBIAN SECURITY DOCUMENTS" means the agreements and
documents described on Schedule 1.01(g) under the caption "Colombia" (in form
and substance reasonably satisfactory to the Initial Lenders) and each security
agreement or other instrument or document executed and delivered pursuant to
Section 5.11 or 5.12 or otherwise to secure any of the Colombian Obligations in
respect of (a) Collateral located in Colombia and (b) Equity Interests of any
Person incorporated or organized under the laws of Colombia or any political
subdivision thereof that constitute Collateral.

                  "COLOMBIAN SUBSIDIARIES" means the Colombian Operating
Subsidiary and each other Restricted Subsidiary organized under the laws of
Colombia or any political subdivision thereof.

                  "COMMITMENT" means the commitment of any Lender to make loans
under any Participating Credit Agreement.

                  "COMPETITOR" means (a) with respect to Holdings and the
Operating Subsidiaries, any Person that (i) is primarily engaged in the business
of providing fixed, broadband telecommunications services to end-users in one or
more Project Countries and (ii) derives at least $5,000,000 in annual revenues
from the provision of such services and (b) with respect to any Supplier, any
Person engaged in the business of producing or selling telecommunications
equipment that, in such Supplier's reasonable, good faith judgment, performs
substantially the same function as equipment produced or sold by such Supplier;
PROVIDED that any Person listed on Schedule 1.01(f) hereto with respect to any
Supplier shall not constitute a "Competitor" with respect to such Supplier;
PROVIDED FURTHER that any Supplier may amend such Schedule by written notice to
Holdings.

                  "CONCESSION" means each license, permit, concession or other
permission or authorization of any Governmental Authority in any Project Country
that is necessary for or otherwise material to the ownership, build-out,
maintenance or operation of the Network or the provision of Permitted Services;
PROVIDED that the term "Concession" shall not include any building,
construction, zoning or similar license or permit.

                  "CONSOLIDATED EBITDA" means, for any period, Consolidated Net
Income for such period plus without duplication




                                       15
<PAGE>

and to the extent deducted in determining such Consolidated Net Income, the sum
of (i) consolidated interest expense for such period, (ii) consolidated income
tax expense for such period and (iii) all amounts attributable to depreciation
and amortization for such period; PROVIDED that there shall be excluded from the
Consolidated EBITDA for such period without duplication and to the extent
included in determining Consolidated Net Income, (a) the Consolidated EBITDA
(whether positive or negative) of any Person, property, business or asset sold,
transferred or otherwise disposed of (including businesses discontinued during
such period) by any Loan Party during or subsequent to the end of such period
based on the actual Consolidated EBITDA of such Person, property or business for
such period (including the portion thereof occurring prior to such sale,
transfer or disposition), (b) any extraordinary gains or losses, (c) any
restoration of any contingency reserve, except to the extent that provision for
such reserve was made out of income during such period, (d) any net gain or loss
on the sale or other disposition, other than in the ordinary course of business,
of Equity Interests and other investments and any related charges for Taxes
(other than any value-added or similar Taxes, to the extent recoverable by the
applicable Loan Party), (e) any net gain or loss arising from the collection of
the proceeds of any insurance policy, (f) any write-up of any asset, (g) any
non-cash write-down of any asset (other than inventory, accounts receivable or
other current assets), (h) any net gain resulting from the extinguishment or
defeasance of any Indebtedness and (i) any currency translation gains or losses.
Any Designated Acquired Assets or business conducted with Designated Acquired
Assets shall not be excluded in calculating Consolidated EBITDA prior to the
date sold or otherwise disposed of, regardless of whether accounted for as a
discontinued operation that would permit exclusion thereof in accordance with
GAAP.

                  "CONSOLIDATED FIXED CHARGES" means, for any period, the sum of
(a) Consolidated Interest Expense for such period, (b) Capital Expenditures
during such period, (c) Tax payments (other than payments with respect to any
value-added or similar Taxes, to the extent recoverable by the applicable Loan
Party) made by Holdings, the Borrower or any Restricted Subsidiary during such
period, and (d) scheduled principal payments of Long-Term Indebtedness made by
Holdings, the Borrower or any Restricted Subsidiary during such period to any
Person other than a Loan Party, and prepayments of any such Indebtedness during
such period to the extent that such prepayments reduced scheduled principal
payments that would have been due within 12 months after the date that such
prepayments were made, except to the extent that such prepayments are financed
with the proceeds of Long-Term Indebtedness.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, the
interest expense (including the interest component in respect




                                       16
<PAGE>

of Capital Lease Obligations), net of interest income, accrued by Holdings, the
Borrower and the Restricted Subsidiaries during such period determined on a
consolidated basis in accordance with GAAP, but excluding any such interest
expense in respect of the Subordinated AT&T Indebtedness.

                  "CONSOLIDATED NET INCOME" means, for any period, the
consolidated net income or loss of Holdings, the Borrower and the Restricted
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP; PROVIDED that there shall be excluded from such determination (a) the
income or loss of any Unrestricted Subsidiary and any other Person (other than
the Borrower or a Restricted Subsidiary) in which any other Person (other than
Holdings, the Borrower or a Restricted Subsidiary or any director holding
qualifying shares in compliance with applicable law) owns an Equity Interest,
except that any such income may be included to the extent of the amount of
dividends or other distributions actually paid to Holdings, the Borrower or any
of the Restricted Subsidiaries during such period and (b) the income or loss of
any Person accrued prior to the date it becomes a Restricted Subsidiary or is
merged into or consolidated with Holdings or any Restricted Subsidiary or the
date that such Person's assets are acquired by Holdings or any Restricted
Subsidiary.

                  "CONTRIBUTED EQUITY" means, at any time, the sum (without
duplication) of (a) $169,509,000 PLUS (b) the aggregate principal amount of
Subordinated AT&T Indebtedness outstanding at such time plus (c) the aggregate
amount of increases to the shareholders' equity of Holdings after the date of
this Agreement and prior to such time attributable to the issuance of Equity
Interests by or capital contributions to Holdings MINUS (d) the aggregate amount
of decreases to the shareholders' equity of Holdings after the date of this
Agreement attributable to Restricted Payments; PROVIDED that "Contributed
Equity" shall not include any increase in shareholders' equity described in
clause (c) above or any increase in the principal amount of Subordinated AT&T
Indebtedness after the date of this Agreement, in each case to the extent that
the consideration received by Holdings therefor did not consist of either (i)
cash or (ii) tangible assets (other than assets acquired pursuant to a Permitted
Business Acquisition) that (A) are transferred to a Restricted Subsidiary for
use in the Network, (B) become Collateral and (C) would have been acquired by a
Restricted Subsidiary pursuant to a Capital Expenditure permitted hereunder if
cash had been received by Holdings as consideration therefor. Any assets
referred to in clause (ii) shall be valued at the lesser of the cost or fair
market value of such assets at the time received by Holdings.

                  "CONTROL" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management



                                       17
<PAGE>

or policies of a Person, whether through the ability to exercise voting power,
by contract or otherwise. "CONTROLLING" and "CONTROLLED" have meanings
correlative thereto.

                  "CPE" means telecommunications equipment that is owned (or
leased under a capital lease) by a Loan Party and located on the premises of any
customer of a Loan Party for the purpose of connecting such customer's network
to the Network or enabling such customer to purchase Permitted Services from a
Loan Party; PROVIDED that (a) such telecommunications equipment is not connected
to the network of, or used to service, more than one customer and (b) if the
book value of all such telecommunications equipment with respect to any single
customer that is located in a single building shall exceed $10,000 in the
aggregate, then such equipment shall not constitute "CPE".

                  "CUSTOMER" means a customer of any Loan Party, including such
customers who have a direct contractual relationship with a Loan Party and such
customers whose contractual relationship with a Loan Party is indirect through
agents, content providers, distributors, resellers, other
telecommunications-service providers, and all other indirect sales channels.

                  "CUSTOMER CONTRACT" means any service agreement or similar
arrangement pursuant to which Holdings or any Restricted Subsidiary provides any
services described in clause (b), (c) or (d) of the definition of the term
"Project" to Persons other than Affiliates of Holdings.

                  "DEBT CAPITAL MARKET TRANSACTION" means any incurrence of
Indebtedness in any public or private placement or offering by any Loan Party,
excluding (a) any Indebtedness permitted by Section 6.01 (other than pursuant to
clauses (j) and (k) thereof) and (b) any Permitted High-Yield Indebtedness that
constitutes Brazilian Debenture Refinancing Indebtedness.

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

                  "DESIGNATED ACQUIRED ASSETS" means assets acquired pursuant to
a Permitted Business Acquisition (or comprising a business unit or division
acquired pursuant to a Permitted Business Acquisition) that are clearly
identified, by written notice to the Administrative Agents prior to the date of
consummation of such Permitted Business Acquisition, as being intended for sale
promptly after consummation of such Permitted Business Acquisition.




                                       18
<PAGE>

                  "DISCLOSED MATTERS" means the actions, suits and proceedings
and the environmental matters disclosed in the Disclosure Letter.

                  "DISCLOSURE LETTER" means the disclosure letter dated the date
hereof from Holdings to the Administrative Agents and the Lenders.

                  "DISQUALIFIED STOCK" means any Equity Interest of Holdings,
the Borrower or any Restricted Subsidiary which by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable or
exercisable) or upon the happening of any event (a) matures or is mandatorily
redeemable pursuant to a sinking fund obligation or otherwise, (b) is
convertible or exchangeable for Indebtedness or Disqualified Stock, (c) requires
the payment of dividends other than dividends payable solely in additional
Equity Interests of Holdings (other than Disqualified Stock) or (d) is
redeemable or subject to required repurchase at the option of the holder
thereof, in whole or in part.

                  "DOLLAR EQUIVALENT" means with respect to any sum denominated
in any currency other than Dollars (an "ALTERNATIVE CURRENCY"), the product of
(a) such sum and (b) the rate at which such Alternative Currency can be
exchanged into Dollars as set forth on the applicable Reuters World Spot Page at
11:00 a.m., New York City time, on the day on which such calculation is required
to be made; PROVIDED that if such rate is not set forth on the applicable
Reuters World Spot Page at such time, then such rate as shall be quoted by any
commercial bank or other financial institution of international standing that
regularly quotes exchange rates in the applicable currency, as selected by the
Administrative Agents.

                  "DOLLARS" or "$" refers to lawful money of the United States.

                  "EFFECTIVE DATE" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
8.02).

                  "ENVIRONMENTAL LAWS" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating to the environment, preservation or reclamation of natural resources,
the management, release or threatened release of any Hazardous Material or to
health and safety matters.

                  "ENVIRONMENTAL LIABILITY" means any liability, contingent or
otherwise (including any liability for damages,




                                       19
<PAGE>

costs of environmental remediation, fines, penalties or indemnities), of any
Loan Party directly or indirectly resulting from or based upon (a) violation of
any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

                  "EQUITY CAPITAL MARKET TRANSACTION" means any issuance or sale
by any Loan Party of any Equity Interests of any Loan Party (including by way of
capital contribution), except (a) any such issuance or sale to another Loan
Party (including by way of capital contribution), (b) any such issuance or sale
of Equity Interests in Holdings to a Permitted Holder, (c) any such issuance or
sale of directors' qualifying shares (or similar shares required by law), (d)
any such issuance or sale of Equity Interests in Holdings pursuant to
management, employee or director compensation plans, (e) any such issuance or
sale of Equity Interests in Holdings that is negotiated on an individual basis
(or on the basis of co-investment by a small group of investors) with any
private equity investment firm, venture capital investor or other strategic
investor, in each case for investment purposes and without a view towards
resale, (f) any such issuance or sale of Equity Interests in Holdings pursuant
to the exercise of (i) any options, warrants or other stock purchase rights
outstanding as of the Closing Date, (ii) any options, warrants or other stock
purchase rights issued by Holdings in settlement of litigation or dispute
between Holdings or any Restricted Subsidiary and its existing or former
directors or employees and (iii) any options, warrants or other stock purchase
rights issued by Holdings in settlement of other litigation, but not after the
aggregate Net Proceeds received therefrom after the Closing Date exceed
$2,000,000 and (g) any such issuance or sale of Equity Interests in any
Restricted Subsidiary pursuant to the exercise of any Existing Preemptive
Rights.

                  "EQUITY INTERESTS" means any and all shares of capital stock,
partnership interests, whether general or limited, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests (however designated) in a Person.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with Holdings, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of




                                       20
<PAGE>

the Code, is treated as a single employer under Section 414 of the Code.

                  "ERISA EVENT" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by Holdings or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by Holdings or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by Holdings or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (g) the receipt by Holdings or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from Holdings or any ERISA Affiliate, of
any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA.

                  "EVENT OF DEFAULT" has the meaning assigned to such term in
Section 7.01.

                  "EXCESS CASH FLOW" means, for any fiscal year of Holdings, the
sum (without duplication) of:

                  (a) Consolidated Net Income for such fiscal year adjusted to
         exclude any gains or losses attributable to Prepayment Events or IRU
         Transactions; PLUS

                  (b) depreciation, amortization and other noncash charges,
         losses or expenses deducted in determining Consolidated Net Income for
         such fiscal year; PLUS

                  (c) the sum of (i) the amount, if any, by which Net Working
         Capital decreased during such fiscal year plus (ii) the net amount, if
         any, by which the consolidated deferred revenues of Holdings, the
         Borrower and the Restricted Subsidiaries increased during such fiscal
         year plus (iii) the aggregate amount of Net Proceeds received during
         such period from IRU Transactions, net of the amount of prepayments and
         Commitment reductions attributable thereto pursuant to Section 2.03(c);
         MINUS




                                       21
<PAGE>

                  (d) the sum of (i) any noncash gains included in determining
         such Consolidated Net Income for such fiscal year plus (ii) the amount,
         if any, by which Net Working Capital increased during such fiscal year
         plus (iii) the net amount, if any, by which the consolidated deferred
         revenues of Holdings, the Borrower and the Restricted Subsidiaries
         decreased during such fiscal year; MINUS

                  (e) Capital Expenditures for such fiscal year (except (i) to
         the extent attributable to the incurrence of Capital Lease Obligations
         or otherwise financed by incurring Loans or other Long-Term
         Indebtedness or (ii) Capital Expenditures made pursuant to the second
         proviso in Section 2.03(b)); MINUS

                  (f) the aggregate principal amount of Long-Term Indebtedness
         repaid or prepaid by Holdings, the Borrower and the Restricted
         Subsidiaries during such fiscal year, excluding (i) Loans and Other
         Senior Secured Indebtedness prepaid pursuant to Section 2.03(b), (c),
         (d) or (e), (ii) repayments or prepayments of Long-Term Indebtedness
         financed by incurring other Long-Term Indebtedness, (iii) repayments or
         prepayments of Subordinated AT&T Indebtedness and (iv) repayments or
         prepayments of Long-Term Indebtedness owing to a Loan Party.

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

                  "EXISTING AT&T FINANCINGS" means the credit facilities, loans
and other investments in or available to Holdings and its Subsidiaries by AT&T
and its subsidiaries as of the Closing Date, as described on Schedule 1.01(i).

                  "EXISTING PREEMPTIVE RIGHTS" means rights of any minority
holder of Equity Interests in a Restricted Subsidiary to acquire its pro rata
share of additional Equity Interests in such Restricted Subsidiary on the same
terms as other investors if such Restricted Subsidiary issues additional Equity
Interests; PROVIDED that such rights exist on the Closing Date.

                  "FINANCED COLLATERAL" has the meaning assigned to such term in
the definition of Permitted Senior Secured Indebtedness.

                  "FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer or controller of Holdings.

                  "FIXED CHARGE COVERAGE RATIO" means, on any date, the ratio of
(a) Consolidated EBITDA for the period of four consecutive fiscal quarters of
Holdings ended on such date to (b)




                                       22
<PAGE>

Consolidated Fixed Charges for the period of four consecutive fiscal quarters of
Holdings ended on such date.

                  "FORBEARANCE AGREEMENT" means the Forbearance Agreement
between AT&T and the Collateral Agent for the benefit of the Secured Parties,
substantially in the form of Exhibit G.

                  "FUNDING AGREEMENT" means an agreement among the Agents,
Holdings and the Borrower and such other Persons as shall be appropriate,
including the Local Financing Bank, reasonably satisfactory in form and
substance to the Initial Lenders, setting forth the structure, procedures and
terms of the arrangements pursuant to which proceeds of the Loans are to be made
available to (or for the benefit of) the Operating Subsidiaries and applied for
the purposes required by the Initial Participating Credit Agreements.

                  "GAAP" means generally accepted accounting principles in the
United States.

                  "GLOBAL CROSSING CAPACITY AGREEMENT" means the Capacity
Purchase Agreement dated as of August 25, 2000, between Holdings and Global
Crossing Bandwidth Inc.

                  "GOVERNMENTAL APPROVALS" means any consent, approval or
acknowledgment of, license or permit from, registration or filing with, notice
to or other action by, any Governmental Authority, including any Concession.

                  "GOVERNMENTAL AUTHORITY" means the government of the United
States, Argentina, Brazil, Chile, Colombia, Peru, the Netherlands or any other
nation, or any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

                  "GUARANTEE" of or by any Person (the "GUARANTOR") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "PRIMARY OBLIGOR") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof
(including pursuant to any "synthetic lease" arrangement), (c) to maintain
working capital, equity capital or




                                       23
<PAGE>

any other financial statement condition or liquidity of the primary obligor, or
otherwise to keep such primary obligor well, so as to enable the primary obligor
to pay such Indebtedness or other obligation or (d) as an account party in
respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; PROVIDED that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. When
used as a verb, "GUARANTEE" has a meaning correlative thereto.

                  "GUARANTEE AGREEMENTS" means the Holdings Guarantee Agreement,
the Subsidiary Guarantee Agreement, the Argentine Guarantee Agreement and the
Chilean Guarantee Agreement.

                  "HAZARDOUS MATERIALS" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or
asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated
pursuant to any applicable Environmental Law.

                  "HEDGING AGREEMENT" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement, other interest or currency exchange rate or commodity price hedging
arrangement or any similar arrangement.

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

                  "HOLDINGS GUARANTEE AGREEMENT" means the guarantee agreement
between Holdings and the Collateral Agent, substantially in the form of Exhibit
C.

                  "INDEBTEDNESS" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(other than current trade payables and similar current liabilities incurred in
the ordinary course of such Person's business (whether or not evidenced by a
promissory note), in each case not overdue by more than 60 days, except to the
extent such overdue amount is attributable to a good faith dispute), (e) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (f) all Guarantees by such Person of
Indebtedness of others, (g) all Capital Lease



                                       24
<PAGE>

Obligations of such Person, (h) all obligations, contingent or otherwise, of
such Person as an account party in respect of letters of credit and letters of
guaranty, (i) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances, (j) the value of all Disqualified Stock of such
Person owned by any Person other than such Person, determined for this purpose
as the higher of (i) the aggregate liquidation preference of such Disqualified
Stock or (ii) the aggregate amount payable upon the maturity of such
Disqualified Stock (other than accrued dividends), (k) any obligation of such
Person to purchase securities or other property that arises out of or in
connection with the sale of the same or substantially similar securities or
property and (l) the net liabilities of such Person under Hedging Agreements.
The Indebtedness of any Person shall exclude deferred taxes and shall include
the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.

                  "INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT" means the
Indemnity, Subrogation and Contribution Agreement among the Loan Parties (other
than the Colombian Subsidiaries) and the Collateral Agent, substantially in the
form of Exhibit B.

                  "INITIAL LENDER" means a Lender as of the Effective Date.

                  "INITIAL PARTICIPATING CREDIT AGREEMENTS" means the Cisco
Credit Agreement, the Lucent Credit Agreement and the Nortel Credit Agreement.

                  "INTERCONNECTION AGREEMENTS" means the agreements listed on
Schedule 1.01(h), and any agreements entered into in order to replace any such
agreements.

                  "INTEREST COVERAGE RATIO" means, on any date, the ratio of (a)
Consolidated EBITDA for the period of four consecutive fiscal quarters of
Holdings ended on such date to (b) Consolidated Interest Expense for the period
of four consecutive fiscal quarters of Holdings ended on such date.

                  "IRU" means an "indefeasible right to use" with respect to
fiber or telecommunications network capacity, pursuant to which the Person that
owns or otherwise holds the right to use such fiber or capacity grants to
another Person the indefeasible right to use a specified portion of the capacity
thereof for a specified period of time in consideration of (a) cash payments in
an amount determined at the time such right to use is granted and that are not
accounted for as revenues in accordance with GAAP or


                                       25
<PAGE>

(b) the grant to such Person of a like-kind "indefeasible right
to use".

                  "IRU TRANSACTION" means any grant by a Loan Party of an IRU.

                  "LENDER" means any Person that holds any Loan or has any
Commitment under any Participating Credit Agreement.

                  "LENDER GROUP" means all Lenders under the same Participating
Credit Agreement, or the sole Lender thereunder if there is only one Lender
under such Participating Credit Agreement.

                  "LEVERAGE RATIO" means, on any date, the ratio of (a) Total
Indebtedness on such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of Holdings ended on such date (or, if such date is
not the last day of a fiscal quarter, ended on the last day of the fiscal
quarter of Holdings most recently ended).

                  "LIEN" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge, conditional
assignment or security interest in, on or of such asset, (b) the interest of a
vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing) relating to such asset and (c) in the
case of securities, any purchase option, call or similar right of a third party
with respect to such securities.

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

                  "LOAN DOCUMENTS" means this Agreement, the Participating
Credit Agreements, the Disclosure Letter, the Guarantee Agreements, the
Colombian Funding Agreement, the Security Documents, the Indemnity, Subrogation
and Contribution Agreement, the Collateral Agency Agreement, the AT&T
Subordination Agreement, the Supplemental Agreement, the Forbearance Agreement,
the Syndication Assistance Agreement, the Funding Agreement and the Local
Financing Documents.

                  "LOAN PARTIES" means Holdings, the Borrower and the Restricted
Subsidiaries.

                  "LOCAL FACILITIES INDEBTEDNESS" means unsecured Indebtedness
for borrowed money incurred by any Restricted Subsidiary (other than
Indebtedness owed to any Loan Party), including the Indebtedness described on
Schedule 1.01(d), and any unsecured Indebtedness incurred by any Restricted
Subsidiary



                                       26
<PAGE>

(other than Indebtedness owed to any Loan Party) to refinance any Indebtedness
that constitutes "Local Facilities Indebtedness"; PROVIDED that the aggregate
principal amount of all outstanding Indebtedness constituting "Local Facilities
Indebtedness" at any time shall not exceed $90,000,000.

                  "LOCAL FINANCING BANK" means a bank that will make Local
Financing Loans as provided in the Funding Agreement.

                  "LOCAL FINANCING DOCUMENTS" means all agreements, instruments,
notes and other documents evidencing or otherwise relating to the Local
Financing Loans.

                  "LOCAL FINANCING LOANS" means, with respect to any Borrowing:

                  (a) a loan, deposit or similar investment made between the
         Borrower and the Local Financing Bank or an Affiliate thereof or a loan
         made by the Borrower to an Operating Subsidiary; PROVIDED that (i) such
         loan, deposit or similar investment has been made using the proceeds of
         such Borrowing on substantially the economic terms of such Borrowing,
         (ii) such loan, deposit or similar investment has been pledged by the
         Borrower to the Collateral Agent for the benefit of the Secured Parties
         and (iii) in the case of any such loan, deposit or similar investment
         in the Local Financing Bank or an Affiliate thereof, funds in an amount
         equal to the proceeds of such loan, deposit or similar investment have
         been used by the Local Financing Bank or its Affiliate to make a loan,
         deposit or similar investment described in clause (b) below; or

                  (b) a loan made by the Local Financing Bank or an Affiliate
         thereof to an Operating Subsidiary or a Chilean Subsidiary with funds
         in an amount equal to the proceeds of a loan, deposit or similar
         investment described in clause (a) above; PROVIDED that (i) such loan
         is made on substantially the same economic terms as the related Local
         Financing Loan made between the Borrower and the Local Financing Bank
         or its Affiliate and (ii) the proceeds of such loan are used by the
         applicable Operating Subsidiary for a purpose permitted by the
         applicable Loan Documents.

Local Financing Loans shall be made as more particularly described in the
Funding Agreement.

                  "LONG-TERM INDEBTEDNESS" means any Indebtedness that, in
accordance with GAAP, constitutes (or, when incurred, constituted) a long-term
liability.

                  "LUCENT" means Lucent Technologies Inc. and shall include, if
the context so requires, any subsidiary or Affiliate




                                       27
<PAGE>

of Lucent Technologies Inc. that is a party to the Lucent Supply
Contract.

                  "LUCENT CREDIT AGREEMENT" means the Credit Agreement dated as
of December 21, 2001, as amended and restated as of March 25, 2002, among
Holdings, the Borrower, the Lenders thereunder (including Lucent, as Initial
Lender thereunder) and Bankers Trust Company, as Administrative Agent. The
Lucent Credit Agreement relates to the Lucent Supply Contract, and any provision
herein that refers to a Participating Credit Agreement and its related Supply
Contract shall be construed accordingly.

                  "LUCENT SUPPLY CONTRACT" means the Supply Contract to be
entered into by Lucent and Holdings and such Restricted Subsidiaries as may be
party thereto, in form and substance reasonably satisfactory to Lucent.

                  "MARGIN STOCK" shall have the meaning assigned to such term in
Regulation U.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
(a) the business, Concessions (or rights to operate thereunder), assets,
operations, condition (financial or otherwise) or prospects of Holdings, the
Borrower and the Restricted Subsidiaries, taken as a whole; (b) the ability of
the Loan Parties to perform their obligations under the Loan Documents, taken as
a whole; or (c) the validity or enforceability of any of the Loan Documents or
the Liens created thereby on any material portion of the Collateral, or the
rights or remedies of the Lenders under the Loan Documents.

                  "MATERIAL CONTRACT" means each contract to which Holdings, the
Borrower or a Restricted Subsidiary is a party that (a) requires or is
reasonably likely to require the payment by Holdings, the Borrower and the
Restricted Subsidiaries of $2,500,000 (or, for purposes of Sections 4.01(x) and
5.15, $5,000,000) or more over the term of such contract (giving effect to
extension options that are reasonably likely to be exercised), (b) under which
the aggregate amount or value of services performed or to be performed for or
by, or the aggregate amount of funds or other property transferred or to be
transferred to or by, Holdings, the Borrower and the Restricted Subsidiaries
equals or could reasonably be expected to equal $2,500,000 (or, for purposes of
Sections 4.01(x) and 5.15, $5,000,000) or more or (c) is otherwise related to
the installation, construction or operation of the Project if the failure to
have such contract in full force and effect would reasonably be expected to have
Material Adverse Effect; PROVIDED that (i) no Customer Contract shall be a
Material Contract and (ii) the Supplemental Agreement, each Interconnection
Agreement and each Brand License Agreement shall be a Material Contract.




                                       28
<PAGE>

                  "MATERIAL INDEBTEDNESS" means (i) any Other Senior Secured
Indebtedness or (ii) Indebtedness (other than the Loans), or obligations in
respect of one or more Hedging Agreements, of any one or more of the Loan
Parties in an aggregate principal amount exceeding $5,000,000. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
a Loan Party in respect of any Hedging Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that such
Loan Party would be required to pay if such Hedging Agreement were terminated at
such time.

                  "MATERIAL PARTICIPATING CREDIT AGREEMENT" means, at any time,
any Participating Credit Agreement under which the outstanding Loans and
Commitments at such time exceed either (a) $30,000,000 or (b) 20% of the total
outstanding Loans and Commitments under all Participating Credit Agreements at
such time.

                  "MATURITY DATE" means June 30, 2008.

                  "MINIMUM ECONOMIC PERCENTAGE" means 25%; PROVIDED that the
"Minimum Economic Percentage" shall be reduced to 10% on the later to occur of
(a) the third anniversary of the Effective Date and (b) such date as the
financial statements delivered to the Agents pursuant to Section 5.01 (a) or (b)
demonstrate that the Leverage Ratio is less than or equal to 5.00 to 1.00.

                  "MINIMUM VOTING PERCENTAGE" means 50%; PROVIDED that the
"Minimum Voting Percentage" shall be reduced to 25% on the later to occur of (a)
the third anniversary of the Effective Date and (b) such date as the financial
statements delivered to the Agents pursuant to Section 5.01 (a) or (b)
demonstrate that the Leverage Ratio is less than or equal to 5.00 to 1.00.

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

                  "MORTGAGE" means a mortgage, deed of trust, assignment of
leases and rents, leasehold mortgage or other security document (or, in the case
of a Mortgaged Property that is a leasehold interest, a lease assignment)
granting a Lien on any Mortgaged Property to secure any of the Obligations. Each
Mortgage shall be reasonably satisfactory in form and substance to the
Administrative Agents.

                  "MORTGAGED PROPERTY" means, initially, each parcel of real
property and the improvements thereto owned by a Loan Party as of the Effective
Date that the Initial Lenders and Holdings agree will be required to be subject
to a Mortgage, and includes each other parcel of real property and improvements
thereto with respect to which a Mortgage is granted pursuant to Section 5.11 or
5.12.




                                       29
<PAGE>

                  "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "NETHERLANDS SECURITY DOCUMENTS" means the agreements and
documents described on Schedule 1.01(g) under the caption "Netherlands" (in form
and substance reasonably satisfactory to the Initial Lenders) and each security
agreement or other instrument or document executed and delivered pursuant to
Section 5.11 or 5.12 or otherwise to secure any of the Obligations in respect of
(a) Collateral located in the Netherlands and (b) Equity Interests of any Person
incorporated or organized under the laws of the Netherlands or any political
subdivision thereof that constitute Collateral.

                  "NET PROCEEDS" means, with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any noncash proceeds, but only as and when received, (ii) in the case
of a casualty, insurance proceeds, and (iii) in the case of a condemnation or
similar event, condemnation awards and similar payments, net of (b) the sum of
(i) all fees, commissions and out-of-pocket expenses (including reasonable
investment banking and underwriting fees and commissions, legal, accounting,
consulting, survey and recording tax expenses, as applicable) paid or payable by
Holdings, the Borrower and the Restricted Subsidiaries to third parties (other
than Affiliates) in connection with such event, (ii) in the case of a sale or
other disposition of an asset (including pursuant to a sale and leaseback
transaction or a casualty or condemnation), the amount of all payments required
to be made by Holdings, the Borrower and the Restricted Subsidiaries as a result
of such event to repay Indebtedness (other than Loans under any Participating
Credit Agreement and Other Senior Secured Indebtedness) secured by such asset
and permitted hereunder, and (iii) the amount of all Taxes paid (or reasonably
estimated to be payable) by Holdings, the Borrower and the Restricted
Subsidiaries, and the amount of any reserves required to be established and in
fact established and maintained by Holdings, the Borrower and the Restricted
Subsidiaries to fund contingent liabilities reasonably estimated to be payable,
in each case during the year that such event occurred or the next succeeding
year and that are directly attributable to such event (as determined reasonably
and in good faith by a Financial Officer); PROVIDED that, at the time and to the
extent any such amounts are released from such reserve, such amounts shall
constitute Net Proceeds.

                  "NETWORK" means the broadband pan-regional telecommunications
network of Holdings and the Restricted Subsidiaries described in clause (a) of
the definition of the term "Project".


                                       30
<PAGE>

                  "NETWORK INFRASTRUCTURE" means equipment, improvements and
other personal property and related real property, in each case reasonably
necessary to operate the Network, including fiber, conduits, switches and
electronic hardware and software, but excluding CPE, web hosting equipment and
servers and real and personal property the primary purpose of which is to house
or support such web hosting equipment and servers (including software, licenses
and similar intangible assets) and located on the same premises.

                  "NET WORKING CAPITAL" means, at any date, (a) the consolidated
current assets of Holdings, the Borrower and the Restricted Subsidiaries as of
such date (excluding cash and Permitted Investments) minus (b) the sum of the
consolidated current liabilities of Holdings, the Borrower and the Restricted
Subsidiaries as of such date (excluding current liabilities in respect of
Indebtedness), determined on a consolidated basis in accordance with GAAP. Net
Working Capital at any date may be a positive or negative number. Net Working
Capital increases when it becomes more positive or less negative and decreases
when it becomes less positive or more negative.

                  "NON-VENDOR LENDER" means any Lender that (a) is not a Vendor
or an Affiliate of a Vendor, (b) does not hold any Loans Guaranteed by or
otherwise subject to credit support provided by a Vendor or an Affiliate of a
Vendor, (c) is not subject to any agreement or arrangement pursuant to which any
Vendor or an Affiliate of any Vendor has the right to direct, or to consent or
approve of the exercise of, any voting rights of such Lender in respect of the
Loans held by it and (d) does not hold any Commitments that, when funded, would
result in Loans that would be subject to (i) Guarantees or other credit support
described in clause (b) of this definition or (ii) any agreement or arrangement
described in clause (c) of this definition.

                  "NORTEL" means Nortel Networks Limited and shall include, if
the context so requires, any subsidiary or Affiliate of Nortel Networks Limited
that is a party to the Nortel Supply Contract.

                  "NORTEL CREDIT AGREEMENT" means the Credit Agreement dated as
of December 21, 2001, as amended and restated as of March 25, 2002, among
Holdings, the Borrower, the Lenders there under (including Nortel, as Initial
Lender thereunder) and Bankers Trust Company, as Administrative Agent. The
Nortel Credit Agreement relates to the Nortel Supply Contract and any provision
herein that refers to a Participating Credit Agreement and its related Supply
Contract shall be construed accordingly.

                  "NORTEL SUPPLY CONTRACT" means a letter agreement dated as of
March 29, 2001, between Holdings and Nortel Networks (CALA) Inc., together with
that certain General Purchase Agreement,




                                       31
<PAGE>

Contract #GPA011D, executed between AT&T and Nortel Networks,
Inc. (f/k/a Northern Telecom Inc.), dated as of March 5, 1998, as
amended, as supplemented by a letter agreement dated March 29,
2001 and a letter agreement to be entered into by Holdings and
Nortel Networks (CALA) Inc., in form and substance reasonably
satisfactory to Nortel.

                  "NOTICE OF ENFORCEMENT" has the meaning assigned to such term
in the Collateral Agency Agreement.

                  "OBLIGATIONS" has the meaning assigned to such term in the
Collateral Agency Agreement.

                  "OPERATING SUBSIDIARIES" means the Argentine Operating
Subsidiary, the Brazilian Operating Subsidiary, the Chilean Operating
Subsidiaries, the Colombian Operating Subsidiary and the Peruvian Operating
Subsidiary.

                  "OSS" means the operations support system to be established by
Holdings and one or more Restricted Subsidiaries and owned by one or more
Restricted Subsidiaries as a control center for the Network, including the
software, hardware and equipment related thereto.

                  "OTHER SENIOR SECURED INDEBTEDNESS" means any Permitted Senior
Secured Indebtedness that has not been incurred pursuant to a Participating
Credit Agreement.

                  "PARTICIPATING CREDIT AGREEMENT" means any Initial
Participating Credit Agreement or any Additional Participating Credit Agreement.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "PERFECTION CERTIFICATE" means a certificate in the form of
Exhibit D or any other form approved by the Administrative Agents (such approval
not to be unreasonably withheld).

                  "PERMITTED ADDITIONAL GOVERNMENTAL APPROVAL" means any
Governmental Approval the requirement for which is not reasonably foreseeable as
of the Closing Date, so long as (a) such Governmental Approval is readily
obtainable, (b) once the requirement therefor is identified, Holdings promptly
notifies the Agents thereof and promptly obtains such Governmental Approval, and
(c) the cost of obtaining such Governmental Approval shall not exceed $2,000,000
(unless Holdings delivers to the Administrative Agents financial projections
demonstrating to the reasonable satisfaction of the Administrative Agents that
it will be in compliance, on a pro forma basis after giving effect




                                       32
<PAGE>

to the cost of obtaining such Governmental Approval, with the covenants
contained in Sections 6.15 through 6.24 at all times during the period from the
date such Governmental Approval is obtained until the Maturity Date, without
receiving the proceeds of any financing not committed on the date such
Governmental Approval is obtained).

                  "PERMITTED BUSINESS" means the activities set forth in the
definition of the term "Project".

                  "PERMITTED BUSINESS ACQUISITION" means (a) the acquisition by
Holdings or a Restricted Subsidiary of all of the Equity Interests in, or the
acquisition by any Restricted Subsidiary of all or substantially all of the
assets of, a Person, or a business unit or division of a Person, primarily
engaged in the business of providing one or more Permitted Services at the time
of such acquisition or (b) the merger of a Person primarily engaged in the
business of providing one or more Permitted Services at the time of such merger
with or into a Restricted Subsidiary; PROVIDED, in each case, that (i) at least
85% of the book value of the property, plant and equipment acquired pursuant to
such acquisition or merger is located in one or more Project Cities (determined
as provided in Section 1.05), (ii) at the time thereof and after giving effect
thereto, no Default has occurred and is continuing or would result therefrom,
(iii) each Subsidiary formed for the purpose of or resulting from such
acquisition shall be a Loan Party, and all of the Equity Interests (other than
directors' qualifying and similar shares and other than shares held by
management, employees and directors of the acquired Person pursuant to bona fide
employee benefits plans) of such Loan Party are owned directly by a Loan Party,
and all actions required to be taken with respect to such acquired or newly
formed subsidiary and its assets under Sections 5.11 and 5.12 shall have been
taken, (iv) in the case of a merger, the surviving entity is a Restricted
Subsidiary, (v) within 10 Business Days after such acquisition or merger,
Holdings delivers to the Agents financial projections (which shall be (A)
reasonable, (B) reasonably satisfactory to the Administrative Agents with
respect to the form and level of detail thereof and (C) prepared on the same
basis as the financial projections reviewed by the Board of Directors of
Holdings in conjunction with its approval of such acquisition or merger)
demonstrating that Holdings will be in compliance, on a pro forma basis after
giving effect to such acquisition or merger, with the covenants contained in
Sections 6.15 through 6.24 at all times during the period from the date of such
acquisition or merger until the Maturity Date, without receiving the proceeds of
any financing not committed on the date of such acquisition or merger, (vi) the
consideration for such acquisition or merger is in the form of Equity Interests
of Holdings, cash or Indebtedness, (vii) Holdings is in compliance, on a pro
forma basis after giving effect to such acquisition or merger (provided that the


                                       33
<PAGE>

determination of the amount of any acquired EBITDA, in each case where EBITDA is
a component of a covenant listed below, shall (A) be made in accordance with the
requirements of Regulation S-X promulgated under the Exchange Act and (B) be on
the basis of the most recent two consecutive fiscal quarters then ended of the
Person or business to be acquired multiplied by two), with the covenants
contained in Sections 6.16, 6.17, 6.18, 6.20, 6.21 and 6.23 recomputed as at the
last day of the most recently ended fiscal quarter of Holdings for which
financial statements are available, as if such acquisition or merger (and any
related incurrence, repayment, forgiveness or cancelation of Indebtedness, with
any new Indebtedness being deemed to be amortized over the applicable testing
period in accordance with its terms) had occurred on the first day of each
relevant period for testing such compliance, and (viii) Holdings has delivered
to the Agents an officers' certificate to the effect set forth in clauses (i),
(ii), (iii), (iv) and (v) above, together with all relevant financial
information for the Person or assets to be acquired and reasonably detailed
calculations demonstrating satisfaction of the requirements set forth in clauses
(v) and (vii) above (provided that, with respect to financial projections, such
certificate shall represent only that such projections have been prepared in
good faith based on assumptions believed to be reasonable). For purposes of
preparing the financial projections required by clause (v) above and determining
pro forma compliance in accordance with clause (vii) above, effect shall be
given to the sale of any Designated Acquired Assets.

                  "PERMITTED ENCUMBRANCES" means:

                  (a) Liens imposed by law for Taxes that are not yet due
         or are being contested in compliance with Section 5.05;

                  (b) carriers', warehousemen's, mechanics', landlords',
         materialmen's, repairmen's and other like Liens imposed by law, arising
         in the ordinary course of business and securing obligations that are
         not overdue by more than 30 days or are being contested in compliance
         with Section 5.05;

                  (c) pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance, other social security laws or regulations and similar public
         or statutory obligations;

                  (d) deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business;

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default under clause (l) of




                                       34
<PAGE>

         Section 7.01 with respect to which such Person shall then be proceeding
         with an appeal or other proceeding for review with respect to which
         time for appeal has not yet expired; and

                  (f) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligations and do
         not materially detract from the value of the affected property or
         interfere in any material respect with the ordinary conduct of business
         of Holdings, the Borrower or any Restricted Subsidiary;

PROVIDED that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

                  "PERMITTED HIGH-YIELD INDEBTEDNESS" means Indebtedness for
borrowed money in respect of debt securities issued by Holdings, the Borrower, a
special purpose Restricted Subsidiary owned directly by Holdings or a special
purpose Person with an ownership and management structure similar to that of the
Borrower (so long as the sole function and purpose of such Restricted Subsidiary
or special purpose Person is to issue such debt securities) in a public offering
or private placement (whether pursuant to Rule 144A under the Securities Act or
otherwise) in the capital markets, that (a) matures no earlier than, and does
not require any scheduled payment of principal (other than amortization of
principal not exceeding 1% of the total original principal amount in any year
prior to the year of maturity) earlier than, 180 days after the Maturity Date,
(b) is unsecured (except with respect to a Permitted Interest Reserve Account),
(c) ranks PARI PASSU in right of payment with, or is subordinate to, all other
unsecured Indebtedness of Holdings or the Borrower, as applicable, (d) does not
require any mandatory prepayment, redemption or offer to repurchase prior to 180
days after the Maturity Date, except (i) upon a change of control of Holdings or
(ii) in respect of the Net Proceeds of an asset sale that would constitute a
Prepayment Event, but only to the extent that such Net Proceeds are not, within
a period no longer than 365 days after the date of receipt of such Net Proceeds,
either reinvested in the business of the Loan Parties or applied to prepay
Borrowings or Other Senior Secured Indebtedness or to reduce Commitments, (e)
shall not be Guaranteed by any Person, other than pursuant to an unsecured
Guarantee by Holdings (if the Borrower, a special purpose Restricted Subsidiary
or a special purpose Person with an ownership and management structure similar
to that of the Borrower is the issuer) and unsecured Guarantees by any
Restricted Subsidiary that (i) are subordinated to the Obligations on terms no
less favorable to the Lenders than the terms set forth in Schedule 1.01(c) and
(ii) are by their terms released upon such Restricted Subsidiary ceasing to be a




                                       35
<PAGE>

Subsidiary, and (f) do not have any material terms and conditions (including
covenants and events of default) that are not customary for high-yield debt
securities issued in underwritten offerings in the capital markets in the United
States of America prior to the date of this Agreement (as reasonably determined
by the Administrative Agents), it being understood that such terms and
conditions do not include (i) financial covenants that require maintenance or
satisfaction of any financial test or condition (as opposed to financial
conditions to the incurrence of Indebtedness, the making of investments or the
taking of other actions) or (ii) any cross-default, except for failure to pay at
maturity, or acceleration of maturity, of Indebtedness in a material amount.

                  "PERMITTED HOLDERS" means (a) AT&T and the company that will
operate the AT&T Business division following completion of the restructuring
plan announced by AT&T in October 2000 (or any successor to or assignee of
substantially all of the assets or business of such division, collectively the
"AT&T SUCCESSOR"), (b) any Permitted Transferee and (c) any Person (other than a
joint venture or similar entity the Control of which is shared between AT&T, the
AT&T Successor or any Permitted Transferee, on the one hand, and any Person
other than a Loan Party, on the other hand) Controlled by AT&T, the AT&T
Successor or a Permitted Transferee.

                  "PERMITTED INTEREST RESERVE ACCOUNT" means, in respect of any
Indebtedness, an interest reserve account funded with the proceeds of such
Indebtedness in an amount not exceeding interest on such Indebtedness for the
three-year period after the date of issuance thereof.

                  "PERMITTED INVESTMENTS" means:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States,
         the Netherlands or any Project Country (or by any agency thereof to the
         extent such obligations are backed by the full faith and credit of the
         United States, the Netherlands or any Project Country), in each case
         maturing within one year from the date of acquisition thereof; PROVIDED
         that any such investment consisting of any such obligation of or
         guaranteed by the Netherlands or a Project Country shall be permitted
         only to the extent of cash balances of the Borrower or the applicable
         Operating Subsidiary denominated in the relevant local currency and
         located in the relevant jurisdiction;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating obtainable from S&P or from
         Moody's;



                                       36
<PAGE>

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any commercial bank organized under the laws of the United States or
         any State thereof or the Netherlands or any Project Country which has a
         combined capital and surplus and undivided profits of not less than
         $500,000,000 (or the foreign currency equivalent thereof); PROVIDED
         that any such investment in the Netherlands or a Project Country shall
         be permitted only to the extent of cash balances of the Borrower or the
         applicable Operating Subsidiary denominated in the relevant local
         currency and located in the relevant jurisdiction;

                  (d) fully collateralized repurchase agreements for securities
         described in clause (a) above and entered into with a financial
         institution satisfying the criteria described in clause (c) above; and

                  (e) investments in any mutual fund that invests substantially
         all its investments in obligations or investments of the type described
         in clauses (a) through (d) above.

                  "PERMITTED SENIOR SECURED INDEBTEDNESS" means Indebtedness of
Holdings or the Borrower (a) that is pari passu in right of payment with the
Obligations, (b) that has a maturity date not earlier than the Maturity Date,
(c) that requires amortization of principal on a schedule that yields a Weighted
Average Life at least as long as the Weighted Average Life of the Loans under
the Participating Credit Agreements as in effect on the date that such
Indebtedness is incurred, (d) the material terms of which (except, in the case
of any such Indebtedness held by a financial institution that is a Non-Vendor
Lender, with respect to interest rates and fees applicable thereto) are, in the
reasonable judgment of each Administrative Agent (or, in the case of terms
disclosed only to the Collateral Agent as contemplated by Section 2.01(a) of the
Collateral Agency Agreement, the Collateral Agent), no more onerous to the Loan
Parties than the terms of this Agreement and the Initial Participating Credit
Agreements, (e) that is incurred to finance the purchase, importation and
installation of tangible assets constituting Collateral ("FINANCED COLLATERAL")
(and for other purposes, including general corporate purposes, to the extent of
any excess permitted by clause (f) below), (f) the aggregate principal amount of
which does not at any time exceed 150% of the purchase price (net of any sales
taxes, customs, import duties or like taxes) of the applicable Financed
Collateral, (g) that is not secured by any assets of any Loan Party other than
the Collateral and (h) each of the lenders with respect thereto (or an agent or
other representative on their behalf) has become party to the Collateral Agency
Agreement; PROVIDED that, notwithstanding the requirements of clauses (b) and



                                       37
<PAGE>

(c) above (but subject to the other clauses of this definition) Indebtedness
incurred to finance the acquisition and construction of the OSS may constitute
"Permitted Senior Secured Indebtedness" if such Indebtedness matures on or prior
to the date that is two years after the date of this Agreement and such
Indebtedness is not entitled to receive any prepayments described in Section
2.03(b), (c), (d) or (e).

                  "PERMITTED SERVICES" means the following telecommunications
services: data services, internet services, voice services, managed services and
e-commerce/e-business services; but excluding mobile wireless services.

                  "PERMITTED SERVICES AGREEMENT" means a contract for
professional, technical, treasury support or consulting services or similar
arrangement between a Loan Party or Loan Parties and a Person that is an
Affiliate of Holdings and that is not a Subsidiary; PROVIDED that (a) the terms
and conditions of such agreement shall not be less favorable to any Loan Party
than those that could have been obtained on an arm's-length basis from unrelated
third parties and (b) fees payable by the Loan Parties for services thereunder
shall not in any event exceed the sum of (i) the costs to the Person providing
such services of providing such services plus (ii) 15% of such costs.

                  "PERMITTED TRANSFEREE" means any Person to whom AT&T or the
AT&T Successor has transferred or is transferring its interests in Holdings;
PROVIDED that such Person has been approved by the Requisite Lenders, such
approval not to be unreasonably withheld.

                  "PERMITTED WORKING CAPITAL INDEBTEDNESS" means Indebtedness
for borrowed money incurred by any Loan Party (other than the Borrower) pursuant
to a revolving credit facility for working capital purposes; PROVIDED that the
aggregate principal amount of all such Indebtedness outstanding at any time
shall not exceed $20,000,000.

                  "PERSON" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "PERU" means the Republic of Peru.

                  "PERUVIAN OPERATING SUBSIDIARY" means AT&T Peru S.A., a
corporation organized under the laws of Peru.

                  "PERUVIAN SECURITY DOCUMENTS" means the agreements and
documents described on Schedule 1.01(g) under the caption "Peru" (in form and
substance reasonably satisfactory to the Initial Lenders) and each security
agreement or other instrument or



                                       38
<PAGE>

document executed and delivered pursuant to Section 5.11 or 5.12 or otherwise to
secure any of the Obligations in respect of (a) Collateral located in Peru and
(b) Equity Interests of any Person incorporated or organized under the laws of
Peru or any political subdivision thereof that constitute Collateral.

                  "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which Holdings or any
ERISA Affiliate is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

                  "PORT" means a dedicated physical point of interconnection
that (a) has been installed and is provided by a Loan Party to a Customer
pursuant to an executed service contract that is in full force and effect (or
temporarily suspended for less than 90 days) and (b) is located within a Project
Country, between a Customer's network and the Network, regardless of (i) the
ownership of the Customer access circuit (including owned or third party), (ii)
the access medium (including copper, fiber and wireless) and (iii) the type of
service provided using the Port.

                  "PREPAYMENT EVENT" means:

                           (a) any sale, transfer or other disposition
                  (including pursuant to a sale and leaseback transaction) of
                  any property or asset of any Loan Party, other than sales,
                  transfers and other dispositions (i) to another Loan Party,
                  (ii) permitted by clause (i), (ii), (v) or (viii) of Section
                  6.04(b), (iii) of CPE permitted by clause (vi) of Section
                  6.04(b), except CPE that was financed with the proceeds of any
                  Loans made by a Supplier or an Affiliate thereof, (iv) of
                  Designated Acquired Assets, except that, if any of the
                  consideration for the Permitted Business Acquisition pursuant
                  to which such Designated Acquired Assets were acquired
                  consisted of Equity Interests of Holdings, then the sale,
                  transfer or disposition of such Designated Acquired Assets
                  shall be treated as a "Prepayment Event" (but, if only a
                  portion of such consideration consisted of such Equity
                  Interests, then only a portion of the Net Proceeds of such
                  sale, transfer or disposition shall be treated as Net Proceeds
                  of a Prepayment Event, such portion being equal to the
                  percentage of the value of the total consideration for such
                  Permitted Business Acquisition represented by such Equity
                  Interests), or (v) resulting in Net Proceeds, together with
                  Net Proceeds of other dispositions covered by this clause (v)
                  during the same fiscal year, aggregating not more than
                  $1,000,000



                                       39
<PAGE>

                  during any fiscal year of Holdings; PROVIDED that any sale,
                  transfer or disposition permitted by clause (iv) of Section
                  6.04(b) shall constitute a Prepayment Event only to the extent
                  that the Net Proceeds thereof exceed the unrecovered
                  investment amount in respect of the investment so sold,
                  transferred or otherwise disposed of;

                           (b) any casualty or other insured damage to, or any
                  taking under power of eminent domain or by condemnation or
                  similar proceeding of, any property or asset of any Loan
                  Party; or

                           (c) any Capital Market Transaction.

                  "PROJECT" means (a) the build-out, ownership and operation by
Holdings and the Operating Subsidiaries of a broadband pan-regional
telecommunications network (i) in and between the Project Cities, (ii) subject
to Section 6.15(c), in and between other locations within the Project Countries
and (iii) subject to Section 6.15(c), in and between such other locations as may
be incidental thereto in order to provide connectivity to the internet and other
national and international telecommunications service providers or to provide
end-to-end services to customers in the Project Countries, (b) the provision of
Permitted Services in, or originating or terminating in, the Project Cities, (c)
subject to Section 6.15(c), the provision of Permitted Services in other
locations within the Project Countries and (d) subject to Section 6.15(c), the
provision of services and other business activities outside the Project
Countries to the extent attributable to assets or businesses located outside of
the Project Countries that are acquired pursuant to a Permitted Business
Acquisition; PROVIDED that the scope of such services or businesses shall not be
materially expanded after such Permitted Business Acquisition.

                  "PROJECT CITIES" means the greater metropolitan areas of Sao
Paulo, Rio de Janeiro, Brasilia, Curitiba, Porto Alegre, Campinas, Belo
Horizonte and Salvador, Brazil; Buenos Aires, Cordoba, Mendoza and Rosario,
Argentina; Bogota and Cali, Colombia; Santiago, Chile; and Lima/Callao, Peru.

                  "PROJECT COUNTRIES" means Argentina, Brazil, Chile, Colombia
and Peru.

                  "PROJECT DOCUMENTS" means the Brand License Agreements, the
AT&T Financing Documents, the Supplemental Agreement, the Interconnection
Agreements, the Supply Contracts, the Material Contracts and the Concessions.

                  "PRO RATA SHARE" means, with respect to any Other Senior
Secured Indebtedness in relation to any amount, a share of




                                       40
<PAGE>

such amount determined by multiplying such amount by a fraction, the numerator
of which shall be the sum of the aggregate principal amount Indebtedness and
commitments in respect of such Other Senior Secured Indebtedness outstanding at
the time, and the denominator of which shall be the sum of the aggregate
principal amount of all Loans, Commitments and Indebtedness and commitments in
respect of Other Senior Secured Indebtedness outstanding at the time.

                  "PURCHASE PRICE" means amounts paid or payable to any Supplier
pursuant to invoices delivered by such Supplier pursuant to its Supply Contract
for Qualifying Purchases, excluding any such amounts attributable to Taxes
(including sales or manufacturing Taxes and import duties).

                  "QUALIFYING PURCHASES" means purchases by the Operating
Subsidiaries of Supplier Manufactured Items and Supplier Third-Party Services.

                  "REGISTRATION CERTIFICATE" has the meaning given to such term
in Section 5.18.

                  "REGULATION T" shall mean Regulation T of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                  "REGULATION U" shall mean Regulation U of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                  "REGULATION X" shall mean Regulation X of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                  "REINVESTMENT PERIOD" means, in respect of any Net Proceeds of
a Prepayment Event as to which an election is made by Holdings in accordance
with the second proviso to Section 2.03(b), (a) in the case of a Prepayment
Event described in clause (a) of the definition of the term "Prepayment Event",
the period of 180 days beginning on the date of receipt of such Net Proceeds or
(b) in the case of a Prepayment Event described in clause (b) of the definition
of the term "Prepayment Event", the period beginning on the date such Prepayment
Event occurs and ending 180 days following the date of receipt of such Net
Proceeds (provided that, with respect to an election to reinvest any such Net
Proceeds prior to their receipt, any assets intended to be acquired in
accordance with the proviso to Section 2.03(b) shall be clearly identified in
the certificate delivered by Holdings under such proviso); PROVIDED that if
prior to the end of the applicable period one or more of the Loan Parties has
entered into a contractual commitment or commitments to apply such Net Proceeds
(or a portion thereof) as contemplated by the



                                       41
<PAGE>

second proviso to Section 2.03(b) and Holdings notifies the Agents thereof, then
(to the extent of the amounts so committed) such "Reinvestment Period" shall be
extended to end on the date 365 days after the date of receipt of such Net
Proceeds.

                  "RELATED PARTIES" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

                  "REQUIRED TOTAL LENDERS" means, at any time, Lenders having
outstanding Loans and Commitments under the Participating Credit Agreements
representing more than 50% of the sum of the total outstanding Loans and
Commitments thereunder at such time; PROVIDED that at any time that the
Non-Vendor Lenders do not have outstanding Loans and Commitments representing
more than 50% of the sum of all outstanding Loans and Commitments under the
Participating Credit Agreements at such time, "Required Total Lenders" means
each of (a) the Non-Vendor Lenders having outstanding Loans and Commitments
under the Participating Credit Agreements representing more than 50% of the sum
of the total outstanding Loans and Commitments thereunder held by Non-Vendor
Lenders at such time, (b) Lenders having outstanding Loans and Commitments under
the Participating Credit Agreements representing more than 50% of the sum of the
total outstanding Loans and Commitments thereunder at such time and (c) at any
time that there are Loans and/or Commitments outstanding under more than one
Initial Participating Credit Agreement and the Loans and Commitments held by one
Vendor and its Affiliates constitute more than 50% of the sum of the total
outstanding Loans and Commitments under all Participating Credit Agreements at
such time, the Required Lenders (as defined in an Initial Participating Credit
Agreement) under each of two Initial Participating Credit Agreements.

                  "REQUISITE LENDERS" means, at any time, the number or
percentage interest of Lenders whose consent or approval would be required at
such time in respect of a modification or waiver of the applicable provision of
this Agreement as provided in Section 8.02.

                  "RESTRICTED PAYMENT" means any (i) dividend or other
distribution (whether in cash, securities or other property) with respect to any
Equity Interests in any Loan Party, or any payment (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, exchange, defeasance,
conversion, cancelation or termination of any Equity Interest in any Loan Party
or any option, warrant or other right to acquire such Equity Interests in any
Loan Party, but excluding any distribution of Equity Interests upon the exercise
of any option, warrant or other right to acquire such Equity Interests and, for



                                       42
<PAGE>

the avoidance of doubt, excluding any payments made to management, employees or
directors to indemnify them for taxes arising in connection with employment
compensation arrangements or (ii) any payment (whether in cash, securities or
property) by any Loan Party to any Permitted Holder (or any Affiliate thereof
that is not a Loan Party) in respect of any management agreement, contract for
professional, technical, managerial or consulting services, profit-sharing
agreement or similar arrangement (other than (A) the Brand License Agreements or
any Permitted Services Agreement and (B) any profit-sharing agreement relating
to services provided to customers jointly by a Loan Party and a Permitted Holder
and any agreement, applicable tariff or similar arrangement between or affecting
any Loan Party and AT&T or one of its Affiliates providing for asynchronous
transfer mode, private communications line, communications or network
connectivity, traffic termination, collocation, ordinary telephony and related
value added services, value added data services and similar services, in each
case entered into in the ordinary course of business and on terms and conditions
no less favorable to any Loan Party than those that could have been obtained on
an arm's-length basis from unrelated third parties).

                  "RESTRICTED SUBSIDIARY" means any Subsidiary other than an
Unrestricted Subsidiary.

                  "S&P" means Standard & Poor's Ratings Service.

                  "SEC" means the United States Securities and Exchange
Commission.

                  "SECURED INDEBTEDNESS" means any Indebtedness of Holdings, the
Borrower or any Restricted Subsidiary (other than Subordinated AT&T
Indebtedness) that is secured by a Lien on any asset of Holdings, the Borrower
or any Restricted Subsidiary; PROVIDED that any Indebtedness constituting
Brazilian Debentures, Brazilian Debenture Refinancing Indebtedness or Permitted
High-Yield Indebtedness that is secured by a Permitted Interest Reserve Account
during the three-year period commencing on the date of issuance of such
Indebtedness shall not be treated as "Secured Indebtedness" solely by reason of
such Permitted Interest Reserve Account.

                  "SECURED PARTIES" has the meaning assigned to such term in the
Collateral Agency Agreement.

                  "SECURITIES ACT" means the Securities Act of 1933.

                  "SECURITY DOCUMENTS" means the Collateral Agency

Agreement, the Argentine Security Documents, the Brazilian
Security Documents, the Chilean Security Documents, the Colombian
Security Documents, the Netherlands Security Documents, the
Peruvian Security Documents, the U.S. Security Documents, any




                                       43
<PAGE>

agreements or instruments executed by any Loan Party pursuant to paragraph (m)
of the definition of the term Collateral and Guarantee Requirement and each
other security agreement or other instrument or document executed and delivered
pursuant to Section 5.11 or 5.12 to secure any of the Obligations.

                  "SERIES B PREFERRED STOCK" means the mandatorily redeemable
15% series B cumulative preferred stock of Holdings, created pursuant to the
Certificate of Designation of Holdings dated as of August 28, 2000.

                  "STRATEGIC INVESTMENTS" means investments in Equity Interests
in Persons that are primarily engaged in businesses of the type conducted by
Holdings and the Restricted Subsidiaries on the date of this Agreement (or
otherwise contemplated to be conducted as part of the Project) or businesses
reasonably related thereto.

                  "SUBORDINATED AT&T INDEBTEDNESS" means Indebtedness of
Holdings (or, subject to the last paragraph of Section 6.01, a Restricted
Subsidiary) to AT&T or any of its subsidiaries (including any Disqualified Stock
of Holdings held by AT&T or any of its subsidiaries) that constitutes Primary
Subordinated Obligations (as defined in the AT&T Subordination Agreement),
including the Series B Preferred Stock and Indebtedness under the AT&T Credit
Facilities. Prior to the Effective Date, up to $398,000,000 aggregate principal
amount of Existing AT&T Financings shall constitute Subordinated AT&T
Indebtedness regardless of the foregoing criteria.

                  "SUBSIDIARY" means, with respect to any Person (the "PARENT")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held by the parent or one
or more subsidiaries of the parent or by the parent and one or more subsidiaries
of the parent.

                  "SUBSIDIARY" means any subsidiary of Holdings.

                  "SUBSIDIARY GUARANTEE AGREEMENT" means the Guarantee Agreement
among the Restricted Subsidiaries (other than any Argentine Subsidiary or
Colombian Subsidiary) and the Collateral Agent, substantially in the form of
Exhibit H.




                                       44
<PAGE>

                  "SUPPLEMENTAL AGREEMENT" means the Supplemental Agreement to
be entered into among AT&T, Holdings and the Collateral Agent, providing for
loans to or investments in Holdings by AT&T in lieu of, or to refinance or
replace, the Brazilian Debentures or any Brazilian Debenture Refinancing
Indebtedness (in form and substance reasonably satisfactory to the Initial
Lenders).

                  "SUPPLEMENTAL AGREEMENT FACILITY" means a credit facility
providing for loans or other investments to be made by AT&T to or in Holdings or
(subject to the last paragraph of Section 6.01) any Restricted Subsidiary in an
aggregate principal amount up to $150,000,000, as and to the extent required to
comply with the Supplemental Agreement, which facility may replace or refinance
on the Effective Date certain Existing AT&T Financings that are not refinanced
by the AT&T Credit Facilities on the Effective Date.

                  "SUPPLIER MANUFACTURED ITEMS" means, with respect to any
Supply Contract, equipment (other than fiber) sold thereunder that is
manufactured by the Supplier thereunder (or such Supplier's Affiliates) or
services (including installation and systems integration) performed by such
Supplier or its Affiliates thereunder.

                  "SUPPLIERS" means, collectively, Cisco, Lucent and Nortel.

                  "SUPPLIER THIRD-PARTY SERVICES" means, with respect to any
Supply Contract, installation and systems integration services related to any
Supplier Manufactured Items under such Supply Contract performed by a
subcontractor of the Supplier under such Supply Contract; PROVIDED that any
payments made by any Loan Party in respect of such services are required to be
made to the applicable Supplier pursuant to such Supply Contract.

                  "SUPPLY CONTRACTS" means the Cisco Supply Contract, the Lucent
Supply Contract and the Nortel Supply Contract or any contract substituted
therefor as described in clause (s) of Section 7.01.

                  "SYNDICATION ASSISTANCE AGREEMENT" means the letter agreement
dated December 21, 2001, among the Suppliers, Holdings, the Borrower and AT&T.

                  "SYNTHETIC PURCHASE AGREEMENT" means any swap, derivative or
other agreement or combination of agreements pursuant to which any Loan Party is
or may become obligated to make (a) any cash payment in connection with a
purchase by any third party from a Person other than a Loan Party of any Equity
Interest of any Loan Party or any Indebtedness of any Loan Party or (b) any cash
payment the amount of which is determined by




                                       45
<PAGE>

reference to the price or value at any time of any Equity Interest of any Loan
Party or any Indebtedness of any Loan Party; PROVIDED that any bona fide
management, director or employee compensation arrangement or similar arrangement
or, with respect to any acquisition of assets in exchange for Equity Interests
of Holdings, any agreement that provides for payment (i) in lieu of fractional
Equity Interests or (ii) pursuant to a post-closing purchase price adjustment,
in each case that does not directly or indirectly have the economic effect of
violating Section 6.06 shall not constitute a Synthetic Purchase Agreement.

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

                  "TOTAL INDEBTEDNESS" means, as of any date, the sum, without
duplication, of (a) the aggregate principal amount of Indebtedness of Holdings,
the Borrower and the Restricted Subsidiaries outstanding as of such date, in the
amount that would be reflected on a balance sheet prepared as of such date on a
consolidated basis in accordance with GAAP, plus (b) the aggregate principal
amount of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries
outstanding as of such date that is not required to be reflected on a balance
sheet in accordance with GAAP, determined on a consolidated basis; PROVIDED that
(i) Subordinated AT&T Indebtedness shall not be included in "Total Indebtedness"
and (ii) for purposes of clause (b) above, the term "Indebtedness" shall not
include contingent obligations of Holdings, the Borrower or any Restricted
Subsidiary as an account party in respect of any letter of credit or letter of
guaranty unless such letter of credit or letter of guaranty supports an
obligation that constitutes Indebtedness.

                  "TRANCHE A", when used in reference to any Loan, Borrowing or
Commitment, refers to (a) in the case of any such Loan, Borrowing or Commitment
under an Initial Participating Credit Agreement, whether such Loan, Borrowing or
Commitment is a Tranche A Loan, Tranche A Borrowing or Tranche A Commitment (in
each case, as defined in such Initial Participating Credit Agreement) or (b) in
the case of any other Participating Credit Agreement, whether the proceeds of
such Loan or Borrowing (or the Loans to be made pursuant to such Commitment) are
to be used to finance the purchase, importation and installation of Financed
Collateral (as opposed to other permitted purposes).

                  "TRANCHE B", when used in reference to any Loan, Borrowing or
Commitment, refers to (a) in the case of any such Loan, Borrowing or Commitment
under an Initial Participating Credit Agreement, whether such Loan, Borrowing or
Commitment is a Tranche B Loan, Tranche B Borrowing or Tranche B Commitment (in
each case, as defined in such Initial Participating Credit



                                       46
<PAGE>

Agreement) or (b) in the case of any other Participating Credit Agreement,
whether the proceeds of such Loan or Borrowing (or the Loans to be made pursuant
to such Commitment) are to be used for a purpose other than the purchase,
importation and installation of Financed Collateral.

                  "TRANSACTIONS" means the execution, delivery and performance
by the Loan Parties of the Loan Documents, the borrowing of Loans, the use of
the proceeds thereof by any Loan Party and the purchase of goods and services
under the Supply Contracts.

                  "TYPE", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to a particular index or reference
rate (E.G., the Adjusted LIBO Rate or Alternate Base Rate, in each case as
defined in the Initial Participating Credit Agreements).

                  "UNITED STATES" means the United States of America.

                  "UNRESTRICTED SUBSIDIARY" means (a) each Subsidiary listed on
Schedule 1.01(b) hereto, (b) each Subsidiary designated as an Unrestricted
Subsidiary after the date hereof pursuant to Section 8.13 and (c) each
subsidiary of an Unrestricted Subsidiary; PROVIDED that no Subsidiary that holds
any Concession shall be an Unrestricted Subsidiary.

                  "U.S. PLEDGE AGREEMENT" means the Pledge Agreement among the
Loan Parties party thereto and the Collateral Agent, substantially in the form
of Exhibit E.

                  "U.S. SECURITY AGREEMENT" means the Security Agreement among
the Loan Parties party thereto and the Collateral Agent, substantially in the
form of Exhibit F.

                  "U.S. SECURITY DOCUMENTS" means the U.S. Pledge Agreement and
the U.S. Security Agreement.

                  "VENDOR" means (a) each supplier of goods and services the
purchase of which is financed with the proceeds of Loans and (b) each such
supplier with outstanding Commitments, including, for as long as any Loans or
Commitments remain outstanding under the applicable Initial Participating Credit
Agreement, each Supplier.

                  "VENDOR LENDER" means any Lender that is not a Non-Vendor
Lender.

                  "WEIGHTED AVERAGE ACCOUNTS AGE" means, in respect of any
period (a) the consolidated accounts receivable of Holdings and its consolidated
Subsidiaries as of the last day in such




                                       47
<PAGE>

period (adjusted to reflect any write-down, reserve or allowance in respect
thereof that would reduce the book value thereof determined in accordance with
GAAP), divided by (b) the quotient obtained by dividing the consolidated
revenues of Holdings and its consolidated Subsidiaries for such period by the
number of days in such period.

                  "WEIGHTED AVERAGE LIFE" means, with respect to any
Indebtedness at any date, the number of years obtained by dividing: (a) the sum
of: (i) the amount of each remaining scheduled payment of principal for such
Indebtedness (or in the case of a revolving credit facility, each scheduled
reduction in the commitments thereunder) multiplied by (ii) the number of years
that will elapse between such date and the scheduled repayment date therefor (or
in the case of a revolving credit facility, such scheduled reduction in the
commitments thereunder), by (b) the outstanding principal amount of such
Indebtedness (or, in the case of a revolving credit facility, the maximum amount
of commitments thereunder, regardless of the amount of revolving loans then
outstanding).

                  "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

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

                  SECTION 1.03. TERMS GENERALLY. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any term defined herein by reference to another instrument or document shall
continue to have the meaning ascribed thereto whether or not such other
instrument or document remains in effect, (c) any reference



                                       48
<PAGE>

herein to any Person (other than AT&T) shall be construed to include such
Person's successors and assigns and, in the case of a Governmental Authority,
succeeding to the relevant functions thereof, (d) the words "herein", "hereof"
and "hereunder", and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (e)
all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (f) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts, contract
rights, licenses and intellectual property.

                  SECTION 1.04. ACCOUNTING TERMS; GAAP. (a) Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed, all accounting determinations and computations hereunder shall be
made, and all financial statements required to be delivered hereunder shall be
prepared in accordance with GAAP, as in effect from time to time. If Holdings
notifies the Agents that Holdings requests an amendment to any provision hereof
to eliminate the effect of any change occurring after the date hereof in GAAP or
in the application thereof on the operation of such provision (or if any Agent
notifies Holdings that the Requisite Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.

                  (b) Any accounting or financial determination to be made in
respect of Holdings, the Borrower and the Restricted Subsidiaries on a
consolidated basis shall be made (i) excluding the accounts of the Unrestricted
Subsidiaries that would otherwise be consolidated therewith in accordance with
GAAP and (ii) treating the Borrower as a consolidated subsidiary of Holdings and
such treatment shall be considered as GAAP for purposes of the Loan Documents.

                  SECTION 1.05. DETERMINATIONS REGARDING PROJECT CITIES. For
purposes of determining whether any asset is "located" in a Project City
pursuant to any provision hereof requiring such a determination (a) any asset
the principal function, purpose or use of which is (i) to connect the Network
between two or more Project Cities or (ii) to connect the Network located in a
Project City to internet or long-distance carriers located outside of a Project
City shall, in each case, be deemed to be "located" in a Project City
(regardless of whether actually located in a Project City) and (b) any asset the
principal


                                       49
<PAGE>

function, purpose or use of which is to connect the Network between a Project
City and a location outside of a Project City shall be deemed to be "located"
outside of a Project City (regardless of whether actually located in a Project
City).

                                   ARTICLE II
                                    THE LOANS

                  SECTION 2.01. ACCESSION OF ADDITIONAL PARTICIPATING CREDIT
AGREEMENTS. The Administrative Agent under each Additional Participating Credit
Agreement shall become a party hereto, and such Administrative Agent and the
Lender Group thereunder shall become bound by this Agreement, in accordance with
the procedure set forth in Section 2.01 of the Collateral Agency Agreement.

                  SECTION 2.02. TERMINATION OR REDUCTION OF COMMITMENTS. (a)
Unless previously terminated, the Commitments shall terminate at 5:00 p.m., New
York City time, on the Availability Termination Date.

                  (b) On the date of each Loan of any Class made by any Lender,
such Lender's Commitment of such Class shall be reduced by an amount equal to
such Loan.

                  (c) In the event that a prepayment of Loans would be required
pursuant to paragraph (b), (c), (d) or (e) of Section 2.03, the Commitments then
in effect shall be reduced as and to the extent required by Section 2.03.

                  (d) The Borrower may at any time terminate, or from time to
time reduce, the Commitments upon at least three Business Days notice to the
Administrative Agents; PROVIDED that, prior to any such termination or reduction
(unless, after giving effect thereto and to any concurrent repayment of Loans,
there will not be any Commitments in effect and there will not be any Loans
outstanding), the Borrower shall demonstrate, to the reasonable satisfaction of
the Requisite Lenders, either (i) availability of alternative funds on a
dollar-for-dollar basis and on terms reasonably satisfactory to the Requisite
Lenders or (ii) that after giving effect to such termination or reduction, there
shall be sufficient Commitments (or other alternative funds available on terms
reasonably satisfactory to the Requisite Lenders) to finance the build-out and
operation of the Project in a manner that will enable Holdings to comply with
the covenants contained in Sections 6.16 through 6.25 at all times during the
period from the date of such termination or reduction until the Maturity Date;
PROVIDED FURTHER that, after giving effect to such reduction or termination,
there shall be sufficient Commitments under each Participating Credit Agreement
for the payment of any




                                       50
<PAGE>

Supplier Manufactured Items which have been ordered under the applicable Supply
Contract and for which the applicable Supplier has not yet been paid; PROVIDED
FURTHER that each reduction of less than all remaining Commitments pursuant to
this paragraph (d) shall be in an amount that is an integral multiple of
$1,000,000 and not less than $3,000,000. The Borrower shall not have the right
optionally to terminate or reduce any Commitments except as provided herein.

                  (e) The Borrower shall notify the Administrative Agents of any
election to terminate or reduce the Commitments of any Class under paragraph (d)
of this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any such notice, each Administrative
Agent shall advise the Lenders in its Lender Group of the contents thereof. Each
notice delivered by the Borrower pursuant to this Section shall be irrevocable.
Any termination or reduction of the Commitments shall be permanent. Each
reduction or termination of the Commitments pursuant to paragraph (c) of this
Section shall be applied as provided in Section 2.03(g). Each reduction or
termination of the Commitments pursuant to paragraph (d) of this Section shall
be applied to all Commitments of each Class under all Participating Credit
Agreements then in effect ratably; PROVIDED that the Borrower may elect to
terminate or reduce Commitments under a Participating Credit Agreement (without
terminating or ratably reducing other Commitments) if Holdings and the Borrower
certify to the Administrative Agents under the other Participating Credit
Agreements that such termination or reduction reflects anticipated reduced
purchases under and in accordance with the related Supply Contract and otherwise
in accordance with paragraph (d) of this Section.

                  SECTION 2.03. PREPAYMENT OF LOANS. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to the requirements of this Section and the applicable
Participating Credit Agreement; PROVIDED that each partial prepayment shall be
in an aggregate principal amount that is an integral multiple of $1,000,000 and
not less than $3,000,000.

                  (b) In the event and on each occasion that any Net Proceeds
are received by or on behalf of any Loan Party in respect of any Prepayment
Event described in clause (a) or (b) of the definition of the term "Prepayment
Event", the Borrower shall, substantially simultaneously with the receipt of
such Net Proceeds, prepay Borrowings and Other Senior Secured Indebtedness and
reduce Commitments in accordance with paragraphs (f) and (g) below in an
aggregate principal amount equal to such Net Proceeds; PROVIDED that the
Borrower shall not be required to make any such prepayment or reduction of
Commitments in



                                       51
<PAGE>

connection with any event described in clause (a) or (b) of the definition of
"Prepayment Event", unless the Net Proceeds from such event (or any related
series of such events) exceed $1,000,000; PROVIDED FURTHER that, in the case of
any event described in clause (a) or (b) of the definition of the term
"Prepayment Event", if Holdings shall deliver to the Administrative Agents a
certificate of a Financial Officer to the effect that Holdings elects to apply
the Net Proceeds from such event (or a portion thereof specified in such
certificate), within the Reinvestment Period in respect of such Net Proceeds, to
acquire real property, equipment or other tangible assets (in each case, that
will constitute Collateral) to be used in the Project (in the case of an event
described in clause (a) of the definition of the term "Prepayment Event") or to
repair, restore or replace the affected property or asset (in the case of an
event described in clause (b) of the definition of the term "Prepayment Event"),
and certifying that no Event of Default has occurred and is continuing, then no
prepayment or reduction of Commitments shall be required pursuant to this
paragraph in respect of the Net Proceeds in respect of such event (or the
portion of such Net Proceeds specified in such certificate, if applicable)
except to the extent of any such Net Proceeds therefrom that have not been so
applied by the end of such Reinvestment Period, at which time a prepayment or
reduction of Commitments shall be required in an amount equal to such Net
Proceeds that have not been so applied; PROVIDED FURTHER that, subject to the
last sentence of this paragraph, as a condition to any election by Holdings
pursuant to the immediately preceding proviso (except with respect to any such
election that is contemplated by the parenthetical to clause (b) of the
definition of the term "Reinvestment Period"), the Loan Parties shall deposit
with the Collateral Agent an amount in cash equal to the amount of Net Proceeds
with respect to which such election is being made (less the amount of such Net
Proceeds, if any, already reinvested as provided above), which amount shall be
held by the Collateral Agent as Collateral. At or prior to the end of any
Reinvestment Period referred to above, Holdings may deliver to the Collateral
Agent either (i) a certificate (or, from time to time, certificates) of a
Financial Officer certifying that the Net Proceeds so deposited by it and held
as Collateral (or a portion thereof specified in such certificate) are to be
released and applied for the purposes specified above, which certificate shall
set forth a reasonably detailed description of the application thereof, attach
invoices or receipts to be paid or reimbursed with the funds so released and
certify that a Notice of Enforcement is not in effect and no Secured Party is
entitled to deliver a Notice of Enforcement at the time (in which case such Net
Proceeds or the specified portion thereof, as applicable, shall be released by
the Collateral Agent for such purpose) or (ii) a written notice to the effect
that Holdings has determined not to so apply such Net Proceeds (or a portion
thereof specified in such notice) and directing the Collateral


                                       52
<PAGE>

Agent to release such Net Proceeds (or such portion thereof) for application to
make prepayments and reductions of Commitments in accordance with paragraphs (f)
and (g) below in an equivalent amount (in which case such Net Proceeds or the
specified portion thereof, as applicable, shall be released by the Collateral
Agent for such purpose). If a Prepayment Event described in clause (a) or (b) of
the definition of the term "Prepayment Event" occurs prior to the Effective Date
and Holdings makes the election referred to in the second proviso to the first
sentence of this Section, Holdings will not be required as a condition to such
election to deposit Net Proceeds from such event with the Collateral Agent as
contemplated by the third proviso to such sentence if such Net proceeds are
received prior to the Effective Date; PROVIDED that any such Net Proceeds so
received and not reinvested as contemplated hereby prior to the Effective Date
shall be deposited with the Collateral Agent on the Effective Date pursuant to
such third proviso.

                  (c) In the event and on each occasion that any Net Proceeds
are received by or on behalf of any Loan Party in respect of any IRU
Transaction, the Borrower shall, substantially simultaneously with the receipt
of such Net Proceeds, prepay Borrowings and Other Senior Secured Indebtedness
and reduce Commitments in accordance with paragraphs (f) and (g) below in an
aggregate principal amount equal to 50% of such Net Proceeds; PROVIDED that no
such prepayment shall be required in respect of the first $20,000,000 of Net
Proceeds in respect of IRU Transactions received by the Loan Parties during any
fiscal year of Holdings. Notwithstanding the foregoing, if Holdings elects by
notice to the Administrative Agents at least 30 days prior to the commencement
of a fiscal year of Holdings that the provisions of this sentence will apply for
such fiscal year in lieu of the provisions of the immediately preceding
sentence, then (for such fiscal year), in lieu of the provisions of the
immediately preceding sentence, the Borrower shall, within 10 Business Days
after the end of each of the first six-month period and the second six-month
period of such fiscal year, prepay Borrowings and Other Senior Secured
Indebtedness and reduce Commitments in accordance with paragraphs (f) and (g)
below in an aggregate principal amount equal to 50% of the excess, if any, of
(i) the Net Proceeds in respect of IRU Transactions received by the Loan Parties
during such six-month period over (ii) the sum of $5,000,000 plus the amount of
cash payments made by the Loan Parties to acquire IRUs during such six-month
period.

                  (d) In the event and on each occasion that any Net Proceeds
are received by any Loan Party in respect of any Prepayment Event described in
clause (c) of the definition of the term "Prepayment Event", the Borrower shall,
substantially simultaneously with the receipt of such Net Proceeds, prepay
Borrowings and Other Senior Secured Indebtedness and reduce Commitments in
accordance with paragraphs (f) and (g) below in an




                                       53
<PAGE>

aggregate principal amount equal to the product of (i) the amount of such Net
Proceeds and (ii) the applicable Capital Markets Percentage.

                  (e) Following the end of each fiscal year of Holdings,
commencing with the fiscal year ending on December 31, 2004, the Borrower shall
prepay Borrowings and Other Senior Secured Indebtedness and reduce Commitments
in accordance with paragraphs (f) and (g) below in an aggregate principal amount
equal to 50% of Excess Cash Flow for such fiscal year. Each prepayment or
reduction of Commitments pursuant to this paragraph shall be made on or before
the date on which financial statements are delivered pursuant to Section 5.01
with respect to the fiscal year for which Excess Cash Flow is being calculated
(and in any event within the period required under Section 5.01 for the delivery
of financial statements with respect to such fiscal year).

                  (f) Any Net Proceeds or other amounts required to be applied
to make prepayments or reduce Commitments pursuant to paragraph (b), (c), (d) or
(e) above shall be applied (i) to prepay or offer to prepay Other Senior Secured
Indebtedness to the extent required by the terms thereof; PROVIDED that (A) the
amount so applied in respect of any Other Senior Secured Indebtedness shall not
exceed its Pro Rata Share of the total amount of Borrowings and Other Senior
Secured Indebtedness required to be prepaid and Commitments required to be
reduced pursuant to paragraph (b), (c), (d) or (e) above, as applicable, (B) in
the case of an Agency Capital Market Transaction arranged by a Supplier, no
amount shall be applied to prepay any Other Senior Secured Indebtedness and (C)
if Other Senior Secured Indebtedness with a maturity of two years or less is
incurred to construct or acquire the OSS, then no amount shall be applied to
prepay such Other Senior Secured Indebtedness, and (ii) otherwise (including any
amounts offered to prepay any Other Senior Secured Indebtedness, to the extent
such offer is declined) to prepay Borrowings and reduce Commitments in
accordance with the applicable provisions of this Section.

                  (g) Prior to any optional prepayment of Borrowings, the
Borrower shall select the Borrowing or Borrowings to be prepaid and shall
specify such selection in the notice of such prepayment pursuant to paragraph
(h) of this Section; PROVIDED that the Borrower shall select Borrowings to be
prepaid such that each Lender receives its pro rata share of such prepayment
(based on the percentage of the aggregate principal amount of Loans then
outstanding represented by such Lender's Loans). Prior to any mandatory
prepayment of Borrowings or mandatory reduction of




                                       54
<PAGE>

Commitments pursuant to this Section, the Borrower shall select Borrowings to be
prepaid and Commitments to be reduced as follows:

                      (i) the aggregate amount to be applied to prepay
         Borrowings and reduce Commitments under the Participating Credit
         Agreements shall be allocated among the Participating Credit Agreements
         ratably (based on the percentage of the aggregate principal amount of
         Loans and Commitments then outstanding represented by the Loans and
         Commitments under each Participating Credit Agreement); PROVIDED that
         (A) in the case of an Agency Capital Market Transaction arranged by a
         Supplier, the aggregate amount to be applied to prepay Borrowings and
         reduce Commitments as a result of such Agency Capital Market
         Transaction shall be allocated solely to the Participating Credit
         Agreement related to such Supplier's Supply Contract, and (B) if
         Permitted Senior Secured Indebtedness with a maturity of two years or
         less is incurred to construct or acquire the OSS, then the
         Participating Credit Agreement, and the Borrowings and Commitments
         thereunder, in respect of such Permitted Senior Secured Indebtedness
         shall be disregarded for purposes of allocations of mandatory
         prepayments of Borrowings and mandatory reductions of Commitments;

                     (ii) the aggregate amount to be applied to prepay
         Borrowings and reduce Commitments under each Participating Credit
         Agreement (as determined pursuant to clause (i) above) shall be applied
         (A) first, to prepay Borrowings under such Participating Credit
         Agreement in accordance with clause (iii) below, (B) second,
         permanently to reduce Tranche B Commitments under such Participating
         Credit Agreement in accordance with clause (iv) below and (C) third,
         permanently to reduce Tranche A Commitments under such Participating
         Credit Agreement in accordance with clause (iv) below;

                    (iii) the Borrower shall select Borrowings to be prepaid
         under each Participating Credit Agreement such that each Lender
         thereunder receives its pro rata share of such prepayment (based on the
         percentage of the aggregate principal amount of Loans then outstanding
         under such Participating Credit Agreement represented by such Lender's
         Loans under such Participating Credit Agreement); and

                     (iv) the Borrower shall select Commitments of the
         applicable Class to be reduced under each Participating Credit
         Agreement such that the Commitments of such Class of each Lender
         thereunder are reduced ratably (based on the percentage of the
         aggregate principal amount of Commitments of such Class then
         outstanding under such Participating



                                       55
<PAGE>

         Credit Agreement represented by such Lender's Commitment of such Class
         under such Participating Credit Agreement).

                  (h) The Borrower shall notify the Administrative Agents by
telephone (confirmed by telecopy) of any prepayment or reduction of Commitments
not later than 11:00 a.m., New York City time, three Business Days before the
date of such prepayment or reduction of Commitments. Each such notice shall be
irrevocable and shall specify the date, the principal amount of each Borrowing
or portion thereof to be prepaid or of the Commitments to be reduced and, in the
case of a mandatory prepayment or reduction of Commitments, a reasonably
detailed calculation of the amount of such prepayment or reduction of
Commitments. Promptly following receipt of any such notice, each Administrative
Agent shall advise the Lenders in its Lender Group of the contents thereof. Each
partial prepayment of Borrowings shall be in an amount that is an integral
multiple of $1,000,000 and not less than $3,000,000, except as necessary to
apply fully the required amount of a mandatory prepayment. Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing (except as necessary to allocate prepayments in accordance with the
other requirements of this Agreement). Prepayments of Borrowings shall be
accompanied by the payment of accrued interest on the amount prepaid.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

                  Each of Holdings and the Borrower represents and warrants to
the Lenders that:

                  SECTION 3.01. ORGANIZATION; POWERS. Holdings, the Borrower and
each of the Restricted Subsidiaries is duly organized, validly existing and,
where applicable, in good standing under the laws of the jurisdiction of its
organization, has all requisite corporate or, as applicable, other
organizational power and authority to carry on its business as now conducted
and, except where the failure to do so, individually or in the aggregate, would
not be reasonably expected to result in a Material Adverse Effect, is qualified
to do business in, and is in good standing, where applicable, in, every
jurisdiction where such qualification is required or in which the nature of its
business or the ownership, leasing or holding of its property makes such
qualification necessary.

                  SECTION 3.02. AUTHORIZATION; ENFORCEABILITY. The Transactions
entered into or to be entered into by each Loan Party are within such Loan
Party's powers and have been duly authorized (or, in the case of any Restricted
Subsidiary, will have been duly authorized as of the Effective Date) by all



                                       56
<PAGE>

necessary corporate and, if required, shareholder action. This Agreement has
been duly executed and delivered by Holdings and the Borrower and constitutes a
legal, valid and binding obligation of Holdings and the Borrower, and each other
Loan Document and Project Document to which any Loan Party is or is to be a
party constitutes (or, when executed and delivered by it, will constitute) a
legal, valid and binding obligation of such Loan Party, in each case enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally,
subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.

                  SECTION 3.03. GOVERNMENTAL APPROVALS; NO CONFLICTS. (a) The
Transactions, the build-out, maintenance, installation and operation of the
Network, the development of the Project and the execution, delivery and
performance of the Project Documents (i) do not require any material
Governmental Approvals, except (A) such as have been obtained or made and are in
full force and effect, (B) filings necessary to perfect Liens created under the
Security Documents, (C) the Governmental Approvals described on Schedules 3.03
and 3.19 and (D) any Permitted Additional Governmental Approvals, (ii) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of any Loan Party or any order of any Governmental
Authority, (iii) will not violate or result in a default under any indenture,
material agreement or other material instrument binding upon any Loan Party or
its assets, or give rise to a right thereunder to require any payment to be made
by any Loan Party (except in respect of Existing AT&T Financings prior to the
Effective Date), and (iv) will not result in the creation or imposition of any
Lien on any asset of any Loan Party, except Liens created under the Security
Documents and Permitted Encumbrances.

                  (b) Schedule 3.03 sets forth all material Governmental
Approvals (other than the Concessions and Permitted Additional Governmental
Approvals) required in connection with the Transactions, the build-out,
maintenance, installation and operation of the Network, the development of the
Project and the execution, delivery and performance of the Project Documents,
including Governmental Approvals required in order to permit payments to be made
in respect of principal of and interest on Local Financing Loans and in respect
of the Obligations. Except as expressly set forth in Schedule 3.03, all
Governmental Approvals set forth therein have been obtained, made or taken (as
the case may be) and are valid and in full force and effect, and each of the
Loan Parties is in compliance with the terms and conditions thereof, except
where the failure so to comply would not, individually or in the aggregate, be
reasonably expected to have a Material Adverse Effect. Each of the Borrower and



                                       57
<PAGE>

Holdings reasonably believes that any such Governmental Approval that has not
been obtained, made or taken (as the case may be) will be obtained, made or
taken in due course at or prior to the time when needed, free from any
conditions or requirements that cannot be satisfied and compliance with which
would not be reasonably expected to have a Materially Adverse Effect.
Notwithstanding any of the foregoing provisions of this paragraph, no
representation is made in this paragraph with respect to any Governmental
Approvals that may be required to satisfy the Argentina Payment Condition.

                  SECTION 3.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.
(a) Holdings has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders' equity and cash flows (i) as of
and for the fiscal year ended December 31, 2000, reported on by
PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and
for the nine month period ended September 30, 2001, certified by a Financial
Officer. Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of Holdings and its
consolidated subsidiaries as of such dates and for such periods in accordance
with GAAP, consistently applied, subject to year-end audit adjustments and the
absence of footnotes in the case of the statements referred to in clause (ii)
above. The Borrower has heretofore furnished to the Lenders its balance sheet as
of September 30, 2001, certified by a Financial Officer. Such balance sheet
presents fairly, in all material respects, the financial position of the
Borrower as of such date in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes. Neither Holdings, the Borrower nor any
of the Restricted Subsidiaries had, as of the date of any such financial
statements, any material contingent liabilities, material liabilities for Taxes
or material long-term leases, material forward or long-term commitments or
material unrealized losses from any unfavorable commitments that are not
reflected in the foregoing statements or in the notes thereto or in publicly
available filings either made by Holdings with the SEC at least 30 days prior to
the date of this Agreement or delivered to the Initial Lenders.

                  (b) Since March 31, 2001, there has been no change, event,
development or circumstance that has had or would be reasonably expected to have
a Material Adverse Effect.

                  (c) The projected consolidated statements of income and cash
flow of Holdings and its consolidated subsidiaries for the period from calendar
year 2001 to and including calendar year 2008, and the projected annual
consolidated balance sheets of Holdings and its consolidated subsidiaries as of
the last day of each fiscal year, each as included in the Business Plan (copies
of which have been furnished to the Lenders), have been prepared


                                       58
<PAGE>

in good faith on the basis of assumptions believed to be reasonable as of the
date of preparation thereof.

                  SECTION 3.05. PROPERTIES. (a) Holdings, the Borrower and each
of the Restricted Subsidiaries has good title to, or valid leasehold interests
in, all the real and personal property material to its business free and clear
of all Liens (other than Liens permitted under Section 6.02), except for minor
defects in title that do not interfere with its ability to conduct its business
as currently conducted or proposed to be conducted.

                  (b) Holdings, the Borrower and each of the Subsidiaries owns,
or is licensed or otherwise has the right to use, all trademarks, trade names,
copyrights, patents and other intellectual property material to its business,
and the use thereof by Holdings, the Borrower and the Subsidiaries does not
infringe upon the rights of any other Person, except for any such infringements
that, individually or in the aggregate, would not be reasonably expected to
result in a Material Adverse Effect.

                  (c) Schedule 3.05 (as supplemented by any supplements thereto
delivered to the Agents prior to the Effective Date) sets forth the address of
each real property that is owned or leased by Holdings, the Borrower or any of
the Subsidiaries as of the Effective Date and indicates any such owned real
property with a fair market value in excess of $1,000,000, or leased property at
which is located tangible assets with a fair market value in excess of
$1,000,000, in each case as determined by Holdings in good faith. As of the
Effective Date, neither Holdings, the Borrower nor any of the Subsidiaries has
received notice of, or has knowledge of, any pending or contemplated
condemnation or similar proceeding affecting any Mortgaged Property or any sale
or disposition thereof in lieu of condemnation. Neither any Mortgaged Property
nor any material interest therein is subject to any right of first refusal,
option or other contractual right to purchase such Mortgaged Property or
interest therein.

                  SECTION 3.06. LITIGATION AND ENVIRONMENTAL MATTERS. (a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against, (to its knowledge) threatened against or (to its
knowledge) affecting Holdings, the Borrower or any of the Subsidiaries, or (to
their knowledge) seeking to nullify, rescind, terminate, modify or suspend any
Concession or other Governmental Approval set forth on Schedule 3.03 (i) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely determined, would be reasonably expected, individually or in the
aggregate, to result in a Material Adverse Effect or (ii) that challenge the
validity, enforceability or effectiveness of any of the Loan Documents, the
borrowing of the Loans or the use of the proceeds thereof.




                                       59
<PAGE>

                  (b) Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, would not be
reasonably expected to result in a Material Adverse Effect, neither Holdings,
the Borrower nor any of the Subsidiaries (i) has failed to comply with any
applicable Environmental Law or to obtain, maintain or comply with any
Governmental Approval required under any applicable Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received notice of any
claim with respect to any Environmental Liability or (iv) knows, on the basis of
the most recent information available to it, of any basis for any Environmental
Liability.

                  (c) Since the date of this Agreement, there has been no change
in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

                  SECTION 3.07. COMPLIANCE WITH LAWS AND AGREEMENTS. Holdings,
the Borrower and each of the Subsidiaries is in compliance with all laws,
regulations, orders, judgments and decrees of any Governmental Authority
applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so,
individually or in the aggregate, would not be reasonably expected to result in
a Material Adverse Effect. No Default has occurred and is continuing.

                  SECTION 3.08. INVESTMENT AND HOLDING COMPANY STATUS. None of
the Loan Parties is (a) an "investment company" subject to regulation under the
Investment Company Act of 1940, (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935 or
(c) subject to any similar law or regulation restricting its ability to incur
Indebtedness.

                  SECTION 3.09. TAXES. Each of the Loan Parties has timely filed
or caused to be filed all material Tax returns and reports required to have been
filed and has paid or caused to be paid all material Taxes required to have been
paid by it, except where (a) the validity or amount thereof is being contested
in good faith by appropriate proceedings, (b) the applicable Loan Party has set
aside on its books adequate reserves in accordance with GAAP, (c) such contest
effectively suspends collection of such Taxes and the enforcement of any Lien
securing such obligations and (d) the failure to so file or make payment pending
the resolution of such contest would not reasonably be expected to result in a
Material Adverse Effect. There has not been asserted or proposed to be asserted
any material Tax deficiency against any Loan Party or for which any Loan Party
may be liable for which an adequate reserve in accordance with GAAP has not been
set aside on the books of the applicable Loan Party.



                                       60
<PAGE>

                  SECTION 3.10. DISCLOSURE. Holdings and the Borrower have
disclosed to the Lenders (directly or indirectly through their counsel or
agents) all agreements, instruments and corporate or other restrictions to which
any of the Loan Parties is subject, and all matters otherwise known to either of
them, that, individually or in the aggregate, would be reasonably expected to
result in a Material Adverse Effect. None of the reports, financial statements,
certificates or other information furnished by or on behalf of any Loan Party to
any Agent or any Lender in connection with the negotiation of this Agreement or
any other Loan Document or delivered hereunder or thereunder (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; PROVIDED that, with respect to projected financial
information, Holdings and the Borrower represent only that such information was
prepared in good faith on the basis of assumptions believed to be reasonable at
the time.

                  SECTION 3.11. SUBSIDIARIES. Schedule 3.11 (as supplemented by
any supplements thereto delivered to the Administrative Agents prior to the
Effective Date) sets forth as of the Effective Date the name of, and the
ownership interest of Holdings in, each Subsidiary, indicating with respect to
each such Subsidiary its status as a Restricted Subsidiary or an Unrestricted
Subsidiary and its jurisdiction of organization. Each Subsidiary listed on
Schedule 1.01(b) as an Unrestricted Subsidiary (a) does not hold any material
assets, (b) does not conduct any material operations and (c) satisfies the
criteria set forth in clauses (a) through (h) (other than clause (e)) of Section
8.13.

                  SECTION 3.12. INSURANCE. Schedule 3.12 (as supplemented by any
supplements thereto delivered to the Agents prior to the Effective Date) sets
forth a description of all insurance maintained by or on behalf of the Loan
Parties as of the Effective Date. As of the Effective Date, premiums due and
payable in respect of such insurance have been paid. Holdings and the Borrower
believe that the insurance maintained by or on behalf of the Loan Parties is
adequate and complies with the insurance requirements contained herein and in
the other Loan Documents.

                  SECTION 3.13. SUPPLY CONTRACTS. As of the Effective Date, each
Supply Contract is in full force and effect. As of the date of each Borrowing
under any Participating Credit Agreement (a) the Supply Contract related to such
Participating Credit Agreement is in full force and effect and (b) except for
any termination in compliance with this Agreement, each other Supply Contract is
in full force and effect. As of the Effective Date and the date of each such
Borrowing, Holdings and each



                                       61
<PAGE>

applicable Restricted Subsidiary is in compliance in all material respects with
the terms and conditions of each Supply Contract.

                  SECTION 3.14. NO IMMUNITY DEFENSE. Each of the Loan Parties is
subject to private commercial law and suit, and no Loan Party is entitled to
sovereign immunity under any such laws. Neither the Loan Parties nor their
respective assets have the right of immunity from suit, attachment or execution
on the grounds of sovereignty within the Netherlands, any Project Country or in
any other jurisdiction. Under the Laws of Argentina, none of the Loan Parties
nor any asset of any Loan Party has any immunity from jurisdiction of any court
or from setoff or any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, attachment,
execution or otherwise), nor are any such assets considered assets pertaining to
the rendering of a public service.

                  SECTION 3.15. OWNERSHIP OF HOLDINGS. To the best knowledge of
Holdings, Schedule 3.15 identifies each Person that, as of the Closing Date,
beneficially or of record owns Equity Interests in Holdings representing 5% or
more of the ordinary voting power or the equity value represented by all Equity
Interests in Holdings outstanding as of the Closing Date. The total number of
shares of capital stock of Holdings that are subject to options, warrants and
other stock purchase rights outstanding as of the Closing Date does not exceed
20,000,000.

                  SECTION 3.16. PROJECT DOCUMENTS, ETC. Schedule 3.16 (as
supplemented by any supplements thereto delivered to the Administrative Agents
prior to the Effective Date) includes all the Project Documents in effect as of
the Effective Date. The documents identified on Schedule 3.16 constitute and
include all material contracts and agreements necessary for the construction,
installation and operation of the Project as contemplated as of the Effective
Date and in a manner consistent with the Business Plan and applicable law, in
each case to the extent reasonably foreseeable as of the Effective Date.
Holdings has delivered to the Lenders true and correct copies of each Project
Document in effect as of the Effective Date (subject to redaction to exclude
information that any Loan Party is not permitted to disclose by reason of
binding confidentiality obligations imposed on such Loan Party pursuant to the
terms thereof). Neither any Loan Party nor any other party to any Project
Document is in default in the performance of any obligation set forth in such
Project Document that would reasonably be expected to result in a Material
Adverse Effect. No event has occurred that would reasonably be expected to give
rise to the termination of any Project Document that would reasonably be
expected to result in a Material Adverse Effect. All conditions precedent to the
obligations of the respective parties to each Project Document have been waived
or satisfied, except for any such conditions



                                       62
<PAGE>

that are not to be met until a later stage of the implementation of the Project,
and Holdings reasonably believes that any such condition to be satisfied in the
future will be satisfied at or prior to the time required.

                  SECTION 3.17. WITHHOLDING AND OTHER TAXES. As of the Closing
Date and as of the Effective Date, other than as set forth on Schedule 3.17 to
the Disclosure Letter (as supplemented by any supplements thereto delivered to
the Administrative Agents prior to the Effective Date), there is no material
tax, levy, impost, deduction, charge or withholding imposed, levied or made by
or in any Project Country or the Netherlands or any political subdivision or
taxing authority thereof or therein (i) on or by virtue of the execution,
delivery, performance, enforcement or admissibility into evidence of this
Agreement or any of the other Loan Documents or (ii) on or in respect of any
payment to be made by the Borrower or any Restricted Subsidiary pursuant to this
Agreement or any of the other Loan Documents.

                  SECTION 3.18. RANKING OF LOANS. The obligations of each Loan
Party under the Loan Documents rank in right of payment at least PARI PASSU with
all other senior Indebtedness for borrowed money of such Loan Party.

                  SECTION 3.19. CONCESSIONS. Schedule 3.19 (as supplemented by
any supplements thereto delivered to the Administrative Agents prior to the
Effective Date) sets forth all of the Concessions, as of the Closing Date and as
of the Effective Date, and the name of the Loan Party holding each such
Concession. Each of the Concessions is valid and in full force and effect
(except as set forth in Schedule 3.19), and the Loan Parties are in compliance
in all material respects with the terms and conditions thereof. The rights
granted to the Loan Parties pursuant to the Concessions, together with the other
Governmental Approvals set forth on Schedule 3.03 (and any Permitted Additional
Governmental Approval), provide the Loan Parties with adequate rights to enable
the Loan Parties to operate the Project.

                  SECTION 3.20. BUILD AND COVERAGE REQUIREMENTS. Except as set
forth on Schedule 3.20 and except for requirements attributable to changes in
circumstances after the Closing Date that would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, no Loan
Party is required by the terms of any Concession or other Governmental Approval
or by any applicable law, rule, regulation or other requirement of any
Governmental Authority to (a) provide or make available any telecommunications
service to any Person or in any geographic region, (b) make any
telecommunications service generally available in any Project Country or (c)
install any telecommunications equipment, build or cause to be built any




                                       63
<PAGE>

telecommunications network or otherwise make any Capital Expenditure.

                  SECTION 3.21. SECURITY DOCUMENTS. On and after the Effective
Date, the Security Documents create in favor of the Collateral Agent or, where
specified, the Lenders, for the benefit of the Secured Parties, legal, valid,
binding and enforceable Liens in all Collateral as specified therein, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.
The Liens granted under each Security Document are perfected and are prior to
any other Liens on the Collateral referred to therein, except in each case as
permitted by the terms of, and subject to the exceptions set forth in, the Loan
Documents.

                  SECTION 3.22. SOLVENCY. Immediately after the consummation of
the Transactions to occur on the Effective Date and immediately following the
making of each Loan and after giving effect to the application of the proceeds
of such Loans (and taking into account all rights of contribution arising by
operation of law or otherwise to which any Loan Party may be entitled and other
credit support available to any Subsidiary from Holdings, any of the other
Subsidiaries or the Borrower or available to the Borrower from Holdings or any
Subsidiaries), (a) the fair value of the assets of each Loan Party, at a fair
valuation, will exceed its debts and liabilities, subordinated, contingent or
otherwise, (b) the present fair saleable value of the property of each Loan
Party will be greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured, (c)
each Loan Party will be able, generally, to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured, (d) each Loan Party will not have unreasonably small
capital with which to conduct the business in which it is engaged as such
business is now conducted and is proposed to be conducted following the
Effective Date and (e) the Argentine Operating Subsidiary's financial condition
will be consistent with the technical and investment plans described by them in
the application forms for telecommunication licenses and services filed with the
Argentine Governmental Authorities.

                  SECTION 3.23. ERISA. (a) No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, would reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards



                                       64
<PAGE>

No. 87) did not in the aggregate, as of the date of the most recent financial
statements reflecting such amounts, exceed the fair market value of the assets
of such Plan by an amount by more than $1,000,000, and the present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not in the aggregate, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $1,000,000 the fair
market value of the assets of all such underfunded Plans. None of Holdings, the
Subsidiaries or any other ERISA Affiliate has engaged in a transaction with
respect to any employee benefit plan that would reasonably be expected to result
in a Material Adverse Effect.

                  (b) With respect to each pension or employee benefit scheme or
arrangement mandated by a government other than the United States (a "FOREIGN
GOVERNMENT ARRANGEMENT") and with respect to each employee benefit plan
maintained or contributed to by any Loan Party that is not subject to United
States law (a "FOREIGN BENEFIT PLAN"), any employer and employee contributions
required by law or by the terms of any Foreign Government Arrangement or any
Foreign Benefit Plan have been made, or, if applicable, accrued, in accordance
with normal accounting practices (other than any failure to make or accrue such
contributions that would not reasonably be expected to have a Material Adverse
Effect).

                  SECTION 3.24. FEDERAL RESERVE REGULATIONS. (a) Neither
Holdings, the Borrower nor any of the Subsidiaries is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of buying or carrying Margin Stock.

                  (b) No part of the proceeds of any Loan will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, for
any purpose that entails a violation of, or that is inconsistent with, the
provisions of the Regulations of the Board, including Regulation T, U or X.

                  SECTION 3.25. LABOR MATTERS. As of the Effective Date, there
are no material strikes, lockouts or slowdowns against Holdings or any
Restricted Subsidiary pending or threatened. The hours worked by and payments
made to employees of Holdings and the Restricted Subsidiaries have not been in
violation in any material respect of the Fair Labor Standards Act or any other
applicable Federal, state, local or foreign law dealing with such matters. All
material payments due from Holdings or any Restricted Subsidiary, or for which
any claim may be made against Holdings or any Restricted Subsidiary, on account
of wages and employee health and welfare insurance and other benefits, have been
paid, including all payments required by the Labor Code of Colombia and by any
union agreement or collective




                                       65
<PAGE>

pact, including payments for night work, overtime day work, overtime night work,
work performed on Sundays or legal holidays, severance pay and interest on
severance pay, semester bonus, vacation, transfer expenses indemnities, and
payroll taxes, or (to the extent required by GAAP or generally accepted
accounting principles in effect in the applicable Project Country) accrued as a
liability on the books of Holdings or such Restricted Subsidiary. None of
Holdings or the Restricted Subsidiaries has any outstanding material obligations
relating to Peruvian Workers Time Service Compensation (CTS), Workers Social
Benefits or Private or Public Pensions. The consummation of the Transactions
will not give rise to any right of termination or right of renegotiation on the
part of any union or individual employee under any collective bargaining
agreement to which Holdings or any Restricted Subsidiary is bound. Holdings and
the Restricted Subsidiaries have performed all medical examinations required by
Colombian law or by any union agreement or collective pact, have affiliated all
of their personnel to the Integral Social Security System of Colombia and have
made the payments and contributions to the Integral Social Security System of
Colombia, except where the failure to do so would not reasonably be expected to
result in a Material Adverse Effect. No labor law in Argentina, including the
Labor Contract Law No. 20,744 as amended ("Ley de Contrato de Trabajo No.
20.744"), the Labor Risk Law No. 24,557 ("Ley de Riesgos de Trabajo No. 24.557")
and the National Employment Law No. 24,013 ("Ley Nacional de Empleo No. 24.103")
has been violated in any material respect or is being violated in connection
with employees of Holdings and the Restricted Subsidiaries. Holdings and the
Restricted Subsidiaries control independent contractors' compliance with the
labor and social security obligations related to the independent contractors'
employees in all material respects according to Section 30 of the Labor Contract
Law in Argentina. There are no material labor claims from employees of such
contractors against Holdings or any Restricted Subsidiary pending or threatened,
under which the employees of such contractors argue that Holdings or any
Restricted Subsidiary is jointly and severally liable for any labor or social
security obligations. There are no material pending or threatened claims from
independent professionals of unregistered labor relationships against Holdings
or any Restricted Subsidiary. Each Chilean Subsidiary has entered into a written
employment contract with each of its employees pursuant to the provisions of the
Chilean Labor Code and is not in violation in any material respect of the
Chilean Labor Code or any other labor related laws.

                  SECTION 3.26. AFFILIATE TRANSACTIONS. As of the Closing Date,
except as set forth on Schedule 3.26, no Loan Party is party to any contract or
legally binding arrangement with any Affiliate that is not a Loan Party.




                                       66
<PAGE>

                  SECTION 3.27. LOCAL FACILITIES INDEBTEDNESS. Schedule 1.01(d)
sets forth all Local Facilities Indebtedness existing as of the Closing Date.


                                   ARTICLE IV
                                   CONDITIONS

                  SECTION 4.01. EFFECTIVE DATE. The obligations of each Initial
Lender to make Loans under its Initial Participating Credit Agreement shall not
become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 8.02):

                  (a) The Administrative Agents (or their counsel) shall have
         received from each party hereto or thereto a counterpart of this
         Agreement and each Initial Participating Credit Agreement signed on
         behalf of such party and promissory notes for each Lender as required
         by the Initial Participating Credit Agreements. Each Initial
         Participating Credit Agreement shall be reasonably satisfactory in form
         and substance to the Administrative Agents and Initial Lenders that are
         not parties thereto.

                  (b) The Administrative Agents shall have received a favorable
         written opinion (addressed to the Agents and the Lenders and dated the
         Effective Date) of each of (i) Debevoise & Plimpton, United States
         counsel for the Loan Parties, (ii) Thomas C. Canfield, general counsel
         of Holdings, (iii) Ortiz & Asociados, Argentine counsel for the Loan
         Parties, (iv) Veirano & Advogados Associados, Brazilian counsel for the
         Loan Parties, (v) Morales, Noguera, Valdivieso & Besa Ltda., Chilean
         counsel for the Loan Parties, (vi) Lewin & Wills, Colombian counsel to
         the Loan Parties, (vii) Loyens & Loeff, Netherlands counsel for the
         Loan Parties, (viii) Rodrigo, Elias & Medrano, abogados, Peruvian
         counsel for the Loan Parties, (ix) in-house counsel of AT&T reasonably
         satisfactory to the Administrative Agents, and (x) such other counsel
         for each of the Loan Parties and AT&T as the Administrative Agents may
         reasonably require, and, in each case, covering such matters relating
         to the Loan Parties, AT&T, the Loan Documents, the Transactions or the
         Project as any Administrative Agent shall reasonably request. Holdings
         and the Borrower hereby request their counsel referred to in this
         paragraph to deliver such opinions.

                  (c) The Administrative Agents shall have received such
         documents and certificates as any Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of the Loan



                                       67
<PAGE>

         Parties, the authorization of the Transactions and any other legal
         matters relating to the Loan Parties, the Loan Documents, the
         Transactions or the Project, all in form and substance reasonably
         satisfactory to such Administrative Agent and its counsel.

                  (d) The Administrative Agents shall each have received a
         certificate, dated the Effective Date and signed by the President, a
         Vice President or a Financial Officer of Holdings, confirming
         compliance with the conditions set forth in paragraphs (a) and (b) of
         Section 4.02.

                  (e) Each of the Agents and the Initial Lenders shall have
         received (or shall receive or be satisfied with the arrangements for it
         to receive from the proceeds of the initial Borrowing on the Effective
         Date) all fees and other amounts due and payable to them on or prior to
         the Effective Date, including, to the extent invoiced and delivered to
         Holdings at least one Business Day prior to the Effective Date,
         reimbursement or payment of all expenses (including reasonable legal
         fees and expenses) required to be reimbursed or paid by any Loan Party
         hereunder or under any other Loan Document.

                  (f) The Lenders shall be reasonably satisfied with the
         corporate and legal structure and capitalization of the Loan Parties,
         including the organizational documents of each Loan Party and the
         ownership of, and arrangements for the Control by Holdings of, the
         Borrower.

                  (g) The Collateral and Guarantee Requirement shall have been
         satisfied and the Administrative Agents shall have received a completed
         Perfection Certificate dated the Effective Date and signed by a
         Financial Officer. The Administrative Agents shall have received
         evidence reasonably satisfactory to them of the absence of any Liens
         not permitted hereunder in each jurisdiction for which any
         Administrative Agent requests such evidence and in which such evidence
         is reasonably obtainable. The Initial Lenders shall be reasonably
         satisfied with the properties selected to be the initial Mortgaged
         Properties.

                  (h) The Administrative Agents shall have received evidence
         reasonably satisfactory to them that the insurance required by Section
         5.07 is in effect and that the Collateral Agent has been named as an
         additional insured and loss payee, to the extent required by the Loan
         Documents, under insurance policies maintained with respect to the
         properties of the Loan Parties constituting Collateral.

                  (i)  Each Concession and each other Governmental Approval set
         forth in Schedules 3.03 and 3.19 shall be in




                                       68
<PAGE>

         full force and effect (except as expressly set forth in such
         Schedules). No event shall have occurred that would subject any
         Concession or any other material Governmental Approval to revocation,
         termination or suspension by any Governmental Authority.

                  (j) True and correct copies of each Concession shall have been
         delivered to the Initial Lenders.

                  (k) All Interconnection Agreements that were not received and
         reviewed by or on behalf of the Initial Lenders prior to the Closing
         Date shall be reasonably satisfactory in form and substance to the
         Initial Lenders. True and correct copies of all Interconnection
         Agreements shall have been delivered to the Initial Lenders.

                  (l) Each of the Brand License Agreements shall be in full
         force and effect. No event shall have occurred that would, whether
         after the passage of time or the giving of notice or otherwise, give
         AT&T the right to revoke, terminate or suspend either Brand License
         Agreement, and all payments required to be made by any Loan Party under
         either Brand License Agreement shall have been made or waived.

                  (m) The AT&T Subordination Agreement shall have been executed
         and delivered by each of the parties thereto and shall be in full force
         and effect. AT&T and Holdings shall have entered into the AT&T
         Financing Documents with respect to the AT&T Credit Facilities and the
         Supplemental Agreement Facility, and true and correct copies thereof
         shall have been delivered to the Initial Lenders. Each of the AT&T
         Financing Documents shall be reasonably satisfactory in form and
         substance to the Initial Lenders and in full force and effect, each of
         the Loan Parties shall be in compliance in all material respects with
         the terms of each of the AT&T Financing Documents to which it is party,
         AT&T shall have funded all amounts required to be funded under each of
         the AT&T Financing Documents, and all unused commitments under each of
         the AT&T Financing Documents shall be available to the applicable Loan
         Parties.

                  (n) Each Supply Contract shall have been executed and
         delivered by Holdings and each other Loan Party that is a party thereto
         and the applicable Supplier and shall be in full force and effect and
         any conditions to its effectiveness shall have been satisfied or
         waived.

                  (o) The Supplemental Agreement shall have been executed and
         delivered by each of the parties thereto and shall be in full force and
         effect.



                                       69
<PAGE>

                  (p) The Administrative Agents shall have received or been
         provided with copies of all agreements, instruments and other documents
         then in existence (i) evidencing or governing any Indebtedness of any
         Loan Party (other than the Indebtedness created under the Loan
         Documents and Indebtedness owing to any Supplier or its Affiliates) and
         (ii) relating to the Equity Interests of the Loan Parties (including
         shareholder agreements related thereto) and such agreements,
         instruments and other documents shall be on terms reasonably
         satisfactory in form and substance to the Initial Lenders.

                  (q) The Collateral Agency Agreement shall have been executed
         and delivered by each party thereto and shall be in full force and
         effect.

                  (r) The Forbearance Agreement shall have been executed and
         delivered by each of the parties thereto and shall be in full force and
         effect.

                  (s) No change in applicable law shall have occurred adversely
         affecting the legality, validity or enforceability of this Agreement or
         any Initial Participating Credit Agreement, the extension of credit
         thereunder or the making or repayment of Loans thereunder.

                  (t) A true and correct copy of each Project Document (other
         than the Supply Contracts) shall have been delivered to the Initial
         Lenders, executed in a form and in substance reasonably satisfactory to
         the Initial Lenders; PROVIDED that copies of Interconnection Agreements
         and Material Contracts may be redacted to exclude information that the
         Loan Parties are not permitted to disclose by reason of binding
         confidentiality obligations imposed on the Loan Parties pursuant to the
         terms thereof. The Administrative Agents shall have received a
         certificate of an officer of Holdings certifying that each of the
         Supply Contracts has been executed and delivered and is in full force
         and effect.

                  (u) The Loan Parties shall have established, to the reasonable
         satisfaction of the Administrative Agents, the cash collection systems
         contemplated by the Security Documents.

                  (v) Any additional conditions to the effectiveness of each
         Initial Participating Credit Agreement set forth therein shall have
         been satisfied or waived.

                  (w) The Board of Directors of Holdings shall have approved the
         Business Plan, without any change thereto.



                                       70
<PAGE>

                  (x) The Initial Lenders shall be satisfied that Holdings shall
         have (i) assigned each Material Contract to which it is party
         (including the Global Crossing Capacity Agreement but excluding the
         Brand License Agreements, the AT&T Financing Documents and software
         licenses) to a Restricted Subsidiary that is a wholly owned Subsidiary
         and (ii) taken all actions necessary (including the acquisition of all
         requisite third-party consents) to ensure that each such assignment is
         effective.

                  (y) Since the date of this Agreement, there shall have
         occurred no material disruption of or material adverse change in
         capital market or loan syndication market conditions, or in the
         economic, political or regulatory conditions in any Project Country,
         that in the reasonable judgment of any Supplier would materially and
         adversely affect the syndication of any Loans.

                  (z) Since March 31, 2001, there shall have occurred no change,
         event, development or circumstance that has had or would reasonably be
         expected to have a Material Adverse Effect.

                  (aa) The structure, procedures and terms of the arrangements
         pursuant to which the proceeds of the Loans are to be made available to
         (or for the benefit of) the Operating Subsidiaries and applied for the
         purposes required by the Initial Participating Credit Agreements shall
         have been finalized, shall be reasonably satisfactory to the Initial
         Lenders and shall be set forth in the Funding Agreement, which shall
         have been executed by each of the parties thereto and shall be in full
         force and effect. All Local Financing Documents shall be reasonably
         satisfactory in form and substance to the Initial Lenders. All Local
         Financing Documents shall have been executed by each of the parties
         thereto and shall be in full force and effect. True and correct copies
         of all Local Financing Documents shall have been delivered to the
         Initial Lenders.

                  (bb) The Initial Lenders shall have received an unaudited
         consolidated balance sheet and statements of income, stockholders'
         equity and cash flows of Holdings and its consolidated subsidiaries as
         of and for the fiscal quarter ending December 31, 2001, certified by a
         Financial Officer of Holdings. The consolidated revenues and
         Consolidated EBITDA of Holdings and its consolidated subsidiaries for
         the fiscal year ending December 31, 2001, shall not be less than
         $142,000,000 and ($110,000,000), respectively. The Initial Lenders
         shall have been afforded a reasonable opportunity to review any
         information, documents and agreements reasonably requested by them for
         review with respect to any disclosures added to any of




                                       71
<PAGE>

         Schedules 3.05, 3.11, 3.12, 3.16, 3.17 and 3.19 by supplements thereto
         after the Closing Date, and shall be reasonably satisfied with the
         results of such review.

                  (cc) The Borrower shall have been granted an exemption within
         the meaning of Section 1 sub 4 of the Netherlands Act on the Credit
         Supervision 1992 ("Wet Toezicht Kredietwezen 1992") or shall have
         obtained written confirmation by the Netherlands Central Bank that it
         qualifies for an exemption pursuant to the Ministerial Decree of
         February 4, 1993 concerning Section 1 of such Act.

The Administrative Agents shall notify the Borrower, Holdings and the Initial
Lenders of the Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Initial Lenders to make
Loans under the Initial Participating Credit Agreements shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 8.02) at or prior to 3:00 p.m., New York City time, on March
31, 2002 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

                  SECTION 4.02. EACH BORROWING. The obligation of each Lender to
make a Loan on the occasion of any Borrowing under any Participating Credit
Agreement is subject to the satisfaction of the following conditions, in
addition to any conditions set forth in the applicable Participating Credit
Agreement:

                  (a) At the time of and immediately after giving effect to such
         Borrowing, the representations and warranties of the Loan Parties set
         forth in the Loan Documents shall be true and correct in all material
         respects on and as of the date of such Borrowing, except any such
         representation and warranty that expressly relates to an earlier date,
         in which case such representation and warranty shall have been true and
         correct in all material respects as of such earlier date.

                  (b) At the time of and immediately after giving effect to such
         Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
Holdings and the Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section 4.02 and as to the satisfaction of any
additional conditions to such Borrowing set forth in the applicable
Participating Credit Agreement.




                                       72
<PAGE>

                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable under the
Participating Credit Agreements shall have been paid in full, each of Holdings
and the Borrower covenants and agrees with the Lenders that:

                  SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION. The
Borrower and Holdings will furnish to each Agent (and promptly following
receipt, each Administrative Agent will furnish to the Lenders in its Lender
Group):

                  (a) as soon as available and in any event within 90 days after
         the end of each fiscal year of Holdings and the Borrower, the audited
         consolidated balance sheet of each of Holdings and the Borrower and
         related statements of operations, shareholders' equity and cash flows
         as of the end of and for such year, in each case presented in Dollars,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all reported on by PricewaterhouseCoopers LLP or
         other independent public accountants of recognized international
         standing (without a "going concern" or like qualification or exception
         and without any qualification or exception as to the scope of such
         audit) to the effect that such consolidated financial statements
         present fairly in all material respects the financial condition and
         results of operations of Holdings and its consolidated subsidiaries or
         the Borrower and its consolidated subsidiaries, as applicable, on a
         consolidated basis in accordance with GAAP;

                  (b) as soon as available and in any event within 45 days after
         the end of each of the first three fiscal quarters of each fiscal year
         of Holdings and the Borrower, the consolidated balance sheet of each of
         Holdings and the Borrower and related statements of operations,
         shareholders' equity and cash flows as of the end of and for such
         fiscal quarter and the then elapsed portion of the fiscal year, in each
         case presented in Dollars, setting forth in each case in comparative
         form the figures for the corresponding period or periods of (or, in the
         case of the balance sheet, as of the end of) the previous fiscal year,
         all certified by a chief financial officer, principal accounting
         officer, treasurer or controller of Holdings, as presenting fairly in
         all material respects the financial condition and results of operations
         of Holdings and its consolidated subsidiaries or the Borrower and its
         consolidated subsidiaries, as applicable, on a consolidated basis in
         accordance with GAAP,



                                       73
<PAGE>

         subject to normal year-end audit adjustments and the absence
         of footnotes;

                  (c) within 30 days after the end of each fiscal month of
         Holdings, a summary report setting forth (i) Capital Expenditures,
         revenue and Consolidated EBITDA, in each case for such fiscal month and
         the then elapsed portion of the fiscal year and (ii) cash balance, an
         itemized list of unused borrowing commitments, new cities where
         services are offered and the Weighted Average Accounts Age, and, on a
         country-by-country basis, total network route kilometers (segregated
         between metropolitan and domestic), total fiber kilometers, the number
         of buildings connected, the number of data internet ports in service,
         the number of private virtual circuits active, the number of dedicated
         data and internet customers, and the total number of employees, in each
         case as of the end of such fiscal month, all certified by one of the
         Financial Officers as presenting in all material respects such
         financial information of Holdings and the Restricted Subsidiaries on a
         consolidated basis in accordance with GAAP, subject, to the extent
         applicable, to normal year-end audit adjustments and the absence of
         footnotes;

                  (d) concurrently with any delivery of Holdings's financial
         statements under clause (a) or (b) above, (i) unaudited consolidating
         balance sheets as of the date of such financial statements and the
         related statements of income and stockholders' equity for the fiscal
         quarter ending on the date of such financial statements and for the
         portion of Holdings's fiscal year ended on the date of such financial
         statements, of (A) the Restricted Subsidiaries in each Project Country,
         combined (excluding the accounts of Unrestricted Subsidiaries), and (B)
         the Unrestricted Subsidiaries, combined, and (ii) a certificate of a
         Financial Officer, (A) certifying as to whether a Default has occurred
         and is continuing and, if a Default has occurred and is continuing,
         specifying the details thereof and any action taken or proposed to be
         taken with respect thereto, (B) setting forth reasonably detailed
         calculations demonstrating compliance with Sections 6.15 through 6.24
         and (C) stating whether any change in GAAP or in the application
         thereof has occurred since the date of Holdings's audited financial
         statements referred to in Section 3.04 and, if any such change has
         occurred, specifying the effect thereof on the financial statements
         accompanying such certificate;

                  (e) concurrently with any delivery of financial statements
         under clause (a) above, a written statement (which may be limited to
         the extent required by accounting rules or guidelines or the usual
         practices of such accounting firm) by the independent certified public




                                       74
<PAGE>

         accountants giving the report thereon (i) stating that their audit
         examination has included a review of the terms of the Loan Documents as
         they relate to accounting matters, (ii) stating whether, in connection
         with their audit examination, any Default has come to their attention
         and, if so, specifying the nature and period of existence thereof and
         (iii) confirming the calculations set forth in the compliance
         certificate delivered simultaneously therewith;

                  (f) promptly after the same becomes available but in any event
         within 45 days after the end of each fiscal year of Holdings, the
         Budget with respect to the current fiscal year which shall be in
         substantially the same format as the Business Plan and which shall have
         been prepared in good faith and on the basis of reasonable assumptions;

                  (g) promptly after the same becomes publicly available, copies
         (which may be in electronic format) of all periodic and other reports,
         proxy statements and other materials filed by any Loan Party with the
         Securities and Exchange Commission, or any Governmental Authority
         succeeding to any or all of the functions of said Commission, or with
         any national securities exchange, or distributed by Holdings to its
         shareholders generally, as the case may be;

                  (h) reasonably promptly following any request therefor, such
         other information regarding the operations, business, affairs,
         financial condition or prospects of any Loan Party, or compliance with
         the terms of any Loan Document, as any Agent or any Lender may
         reasonably request;

                  (i) promptly after execution thereof, copies of (i) any
         agreement, instrument or other document evidencing or governing any
         Permitted Senior Secured Indebtedness or any other Material
         Indebtedness (other than any fee letters and other related agreements
         that are subject to express confidentiality agreements restricting
         disclosure thereof, provided such agreements are customarily subject to
         such confidentiality agreements), (ii) any Material Contract (which may
         be redacted to exclude information that the Loan Parties are not
         permitted to disclose by reason of binding confidentiality obligations
         imposed on the Loan Parties pursuant to the terms thereof), and (iii)
         any amendment or modification to any thereof or waiver under any
         thereof (subject to redaction as provided in clause (ii) above, in the
         case of amendments, modifications or waivers relating to Material
         Contracts);

                  (j) promptly after the availability thereof, copies of all
         amendments to the charter, by-laws or other organizational documents of
         Holdings, the Borrower or any of the Restricted Subsidiaries (other
         than ministerial




                                       75
<PAGE>

         amendments and amendments to give effect to capital
         increases otherwise permissible under the Loan Documents);
         and

                  (k) promptly after receipt or availability thereof, copies of
         all (i) material reports prepared by Holdings, the Borrower or any
         Restricted Subsidiaries and sent to any Governmental Authority and (ii)
         written notices, citations or communications concerning any actual,
         alleged, suspected or threatened material violation or nonrenewal of
         (A) any material Governmental Approval of Holdings, the Borrower or any
         of the Restricted Subsidiaries or (B) subject to entering into
         appropriate confidentiality agreements, any Material Contract.

                  SECTION 5.02. NOTICES OF MATERIAL EVENTS. Holdings and the
Borrower will furnish to each Agent and each Lender prompt (but, with respect to
paragraph (d) below, in any event within three days thereof, and with respect to
each other paragraph below, in any event within five days thereof) written
notice of the following:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or (to its knowledge) affecting any Loan Party that, if
         adversely determined, would reasonably be expected to result in a
         Material Adverse Effect;

                  (c) receipt of any notice from any Governmental Authority
         asserting that any Loan Party is not in compliance with, or that there
         are any grounds to suspend, revoke or terminate, any Concession or any
         other material Governmental Approval, or of any suspension, revocation
         or termination thereof;

                  (d) the commencement of, or Holdings becoming aware of a
         material threat of, any action by any Governmental Authority that would
         reasonably be expected to result in the condemnation, seizure,
         compulsory acquisition, expropriation or nationalization of all or a
         material part of the assets of the Loan Parties or any Equity Interests
         of the Borrower or any Restricted Subsidiary;

                  (e)(i) any involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking liquidation,
         reorganization, "concordato", "concordata", a bankruptcy judgment,
         application of Colombian Law 550 of 1999, as amended, or other relief
         in respect of any Unrestricted Subsidiary, or its debts, (ii) any
         Unrestricted Subsidiary shall voluntarily commence any proceeding or
         file any




                                       76
<PAGE>

         petition seeking liquidation, reorganization, "concordato",
         "concordata", a bankruptcy judgment, a judicial creditors' agreement,
         application of Colombian Law 550 of 1999, as amended, or other relief
         or (iii) any Unrestricted Subsidiary shall become unable, admit in
         writing its inability or fail generally to pay its debts as they become
         due;

                  (f) the declaration of a moratorium on the payment of external
         debt by any Governmental Authority or Central Bank in any Project
         Country or the Netherlands or any other action by any such Governmental
         Authority or Central Bank that restricts the ability of any Loan Party
         to make any payment when due under any Loan Document or to transfer
         Dollars to the United States; and

                  (g) any other development that results in, or would reasonably
         be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of Holdings setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

                  SECTION 5.03. INFORMATION REGARDING COLLATERAL. (a) Holdings
will furnish to the Agents written notice of any change 30 days prior to such
change (or, in the case of clause (iv) below, promptly upon becoming aware of
such change) (i) in any Loan Party's corporate name or in any trade name used to
identify it in the conduct of its business or in the ownership of its
properties, (ii) in the location of any Loan Party's chief executive office or
its principal place of business, (iii) in any Loan Party's jurisdiction of
organization, identity or corporate structure or (iv) that results in the
inaccuracy of any description of Collateral contained in any Security Document,
to the extent such description is required to be amended in order to perfect or
maintain the perfection of a security interest in such Collateral.

                  (b) Holdings and the Borrower agree not to effect or permit
any change referred to in the preceding paragraph or any change in the location
where any asset constituting Collateral is installed or situated (including the
installation of any asset constituting Collateral (other than CPE) at a location
where Collateral has not previously been located) unless all filings or other
actions have been made or taken that are required, in connection with or as a
result of such change, in order for the Collateral Agent to continue at all
times following such change to have a valid, legal and perfected Lien in all the
Collateral. Holdings and the Borrower also agree promptly to notify the




                                       77
<PAGE>

Agents if any material portion of the Collateral is damaged or destroyed.

                  (c) Each year, at the time of delivery of annual financial
statements for Holdings with respect to the preceding fiscal year pursuant to
clause (a) of Section 5.01, Holdings shall deliver to the Agents a certificate
of a Financial Officer certifying that all appropriate filings, recordings or
registrations, including all refilings, rerecordings and reregistrations,
containing a description of the Collateral have been filed of record in each
governmental, municipal or other appropriate office in each jurisdiction to the
extent necessary to protect and perfect the Liens under the Security Documents
for a period of not less than 18 months after the date of such certificate
(except as noted therein with respect to any documents or instruments to be
filed within such period).

                  (d) Holdings shall maintain records with respect to the
locations of assets constituting Collateral, and shall provide such records to
any Agent promptly upon request therefor.

                  SECTION 5.04. EXISTENCE; CONDUCT OF BUSINESS. Each of Holdings
and the Borrower will, and Holdings will cause each of the Restricted
Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its (a) legal existence, (b) the Concessions
and (c) the rights, licenses, permits, privileges, franchises and Governmental
Approvals (i) material to the conduct of the business of Holdings, the Borrower
and the Restricted Subsidiaries or (ii) necessary to the construction,
completion, operation or maintenance of the Project; PROVIDED that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution
permitted under Section 6.03.

                  SECTION 5.05. PAYMENT OF TAXES AND OTHER OBLIGATIONS. Each of
Holdings and the Borrower will, and Holdings will cause each of the Restricted
Subsidiaries to, pay its Material Indebtedness and other material obligations,
including material Tax liabilities, before the same shall become delinquent or
in default, except where (a) the validity or amount thereof is being contested
in good faith by appropriate proceedings, (b) Holdings, the Borrower or such
Restricted Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP, (c) such contest effectively suspends
collection of the contested obligation and the enforcement of any Lien securing
such obligation and (d) the failure to make payment pending the resolution of
such contest would not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 5.06. MAINTENANCE OF PROPERTIES. Each of Holdings and
the Borrower will, and Holdings will cause each of the Restricted Subsidiaries
to, keep and maintain all property




                                       78
<PAGE>

material to the conduct of its business in good repair, working order and
condition, ordinary wear and tear excepted.

                  SECTION 5.07. INSURANCE. (a) Holdings and the Borrower will,
and Holdings will cause each of the Restricted Subsidiaries to, maintain at all
times on and after the Effective Date with financially sound and reputable
insurance companies insurance as specified below.

                  (b) Such insurance shall include:

                  (i) "all risk" property insurance, including landslides,
         windstorm and flood, for an amount per occurrence of not less than the
         full replacement value (less any applicable reasonable deductible) of
         the insured property;

                  (ii) equipment and machinery breakdown insurance providing
         coverage for the sudden and accidental breakdown of any Object (as
         defined below), or part thereof, which manifests itself at the time of
         its occurrence by physical damage to the Object that necessitates
         repair or replacement of the Object or part thereof;

                  (iii) business interruption insurance covering risk of loss as
         a result of physical damage to the property of the Loan Party required
         to be insured under clause (i) or (ii) above, which provides for the
         payment of insurance proceeds equal to the decline in gross revenues of
         the applicable Loan Parties, less any noncontinuing costs and expenses
         attributable to the accident (gross earnings form); and

                  (iv) third-party liability insurance for bodily injury and
         property damage, having a limit of not less than $5,000,000 per
         occurrence, and with a cross-liability clause with respect to any
         operations of any Loan Party.

                  For purposes of clause (ii) above, accidental breakdown shall
not include: (1) depletion, deterioration, corrosion, or erosion of material,
(2) ordinary wear and tear, (3) the breakdown of any structure or foundation
supporting the Object, other than the bedplate of a machine, or (4) the
functioning of any safety device or protective device.

                  Each Object shall be insured for its full replacement value
(less any applicable reasonable deductible). "Object" shall include the
following items:

                  1.       Any boiler, fired vessel or unfired vessel subject
                           to vacuum or internal pressure other than static
                           pressure of contents; any refrigerating system or
                           piping and its accessory equipment, and including




                                       79
<PAGE>

                           any boiler or pressure vessel mounted on mobile
                           equipment;

                  2.       Any mechanical or electrical machinery or
                           electrical apparatus used for the generation,
                           transmission or utilization of mechanical or
                           electrical power; and

                  3.       Any process computer or process control equipment
                           which is owned by or leased by any Loan Party and
                           located on the premises of any Loan Party.

                           Object shall not include:

                  1.       Any object which is being or has been manufactured
                           by any Loan Party for test or sale; or

                  2.       Any vehicle, elevator, crane, hoist, power shovel,
                           drag line, continuous mining machine, but not
                           excluding any electrical equipment, compressor or
                           pump used with said machine or apparatus; or

                  3.       Any computer or data processing equipment used
                           wholly or in part for administrative, statistical
                           or accounting purpose; or

                  4.       Any equipment or apparatus described in item 1, 2
                           or 3 above, except equipment or apparatus which is
                           in the care, custody or control of any Loan Party,
                           or which is owned by (a) the public utility or
                           (b) other company under contract to supply natural
                           gas, water or electricity to any Loan Party and
                           used to supply steam, natural gas, water or
                           electricity directly to the premises of any Loan
                           Party.

                  (c) Holdings will include the Secured Parties as an additional
insured under the third party liability policy required under Section
5.07(b)(iv) with respect to liability arising from Holdings's activities for
which Holdings has legally assumed responsibility herein. The insurance policies
required by Sections 5.07(b)(i) and (ii) with respect to any assets of any Loan
Party constituting Collateral shall contain lenders' loss payable endorsements
in favor of the Collateral Agent on behalf of the Secured Parties in form and
substance reasonably satisfactory to the Administrative Agents, which shall
provide that all insurance proceeds (x) in excess of $2,000,000 or (y) payable
at any time that an Event of Default shall be continuing shall be payable
directly to the Collateral Agent on behalf of all the Secured Parties and held
as Collateral. Holdings may deliver to the Collateral Agent a certificate (or,
from time to time, certificates) of a Financial Officer




                                       80
<PAGE>

certifying that such insurance proceeds held as Collateral (or a portion thereof
specified in such certificate) are to be released and applied for repair or
replacement of the affected assets or to reimburse the applicable Loan Party
therefor, which certificate shall certify that a Notice of Enforcement is not in
effect and no Secured Party is entitled to deliver a Notice of Enforcement at
the time (in which case such Net Proceeds or the specified portion thereof, as
applicable, shall be released by the Collateral Agent for such purpose). Each
policy required under Section 5.07(b), or certificate evidencing such policy,
also shall (i) provide that it shall not be canceled, reduced in amount,
materially adversely modified in coverage or otherwise, or not renewed for any
reason except upon not less than 30 days' prior written notice thereof (except
in the event of the nonpayment of a premium, in which case the requirement of
not less than 10 days' prior written notice thereof shall apply) by the insurer
to the Agents and (ii) provide that the Secured Parties shall not have any
obligation for liability for premiums, commissions, assessments or calls in
connection with such insurance or in connection with any representation or
warranty made by any Loan Party in connection with obtaining such insurance.
Holdings shall deliver to the Agents, prior to the cancelation, reduction,
materially adverse modification or nonrenewal of any such policy of insurance, a
certificate of insurance from the provider of such renewal or replacement
policy.

                  (d) Holdings shall furnish to each Agent within 30 days after
each policy anniversary, or as requested by such Agent from time to time,
certificates of insurance in respect of all insurance required to be maintained
for the next term, stating the names of the insurance companies, the amounts of
insurance, the dates of expiration thereof, the assets and risks covered thereby
and otherwise demonstrating compliance with paragraphs (b) and (c) of this
Section. Such certificates shall (i) be executed by an authorized representative
of each insurer and (ii) certify that such insurance is not subject to
cancelation by the insurer except as permitted hereby.

                  SECTION 5.08. BOOKS AND RECORDS; INSPECTION RIGHTS. (a) Each
of Holdings and the Borrower will, and Holdings will cause each of the
Restricted Subsidiaries to, keep proper books of record and account in which
full, true and correct entries are made, in all material respects, of all
dealings and transactions in relation to its business and activities. Each of
Holdings and the Borrower will, and Holdings will cause each of the Restricted
Subsidiaries to, permit any representatives designated by any Agent or any
Lender, upon reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountants,
all during normal business hours but as often as reasonably




                                       81
<PAGE>

requested; PROVIDED that, so long as no Event of Default has occurred and is
continuing, the Agents and Lenders shall use reasonable efforts to coordinate
any such visits so that interested Agents and Lenders visit as a group rather
than individually and otherwise minimize any disruption to the business of the
Loan Parties and any material burdens on management time.

                  (b) Within 90 days of the end of each fiscal year of Holdings,
representatives of the senior management of Holdings will meet with the Agents
and the Lenders and provide the Agents and the Lenders with such information as
they require with respect to (i) the financial results and other information for
such fiscal year delivered pursuant to Section 5.01, (ii) the status and
progress of the Project, (iii) the Budget required to be delivered pursuant to
clause (f) of Section 5.01 and (iv) such other matters relating to the business,
operations and condition of Holdings, the Borrower and the Subsidiaries as any
Agent or Lender may reasonably request.

                  SECTION 5.09. COMPLIANCE WITH LAWS AND AGREEMENTS; MAINTENANCE
AND ENFORCEMENT OF PROJECT DOCUMENTS. Each of Holdings and the Borrower will,
and Holdings will cause each of the Restricted Subsidiaries to, comply with all
laws, rules, regulations and orders of any Governmental Authority (including all
Environmental Laws) applicable to it or its property and with all indentures,
agreements and other instruments binding upon it or its property (including each
Supply Contract, each Concession, the other Project Documents and each Material
Contract), except where the failure to do so, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect. Each of
Holdings and the Borrower will, and Holdings will cause each of the Restricted
Subsidiaries to, maintain in full force and effect each of the Project Documents
and diligently enforce, to the fullest extent permitted thereunder, all its
material rights, remedies and benefits under such Project Documents, except
where the failure to do so (individually or in the aggregate) would not
reasonably be expected to result in a Material Adverse Effect; PROVIDED that the
termination of a Supply Contract for any reason set forth in clause (s) of
Section 7.01 shall constitute an Event of Default only as provided in such
clause.

                  SECTION 5.10. USE OF PROCEEDS. The proceeds of Loans under
each Participating Credit Agreement will be used for the purposes specified in
such Participating Credit Agreement.

                  SECTION 5.11. ADDITIONAL SUBSIDIARIES. If any additional
Restricted Subsidiary is formed or acquired after the Effective Date, Holdings
will, within 15 calendar days after such Restricted Subsidiary is formed or
acquired, (a) notify the Agents thereof and (b) cause the Collateral and
Guarantee




                                       82
<PAGE>

Requirement to be satisfied with respect to such Restricted Subsidiary and with
respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary
owned by or on behalf of any Loan Party.

                  SECTION 5.12. COLLATERAL FURTHER ASSURANCES. (a) Except as
provided in paragraphs (b), (c), (d) and (e) below, Holdings and the Borrower
will, and Holdings will cause each of the Restricted Subsidiaries to, execute
any and all documents, financing statements, agreements and instruments, and
take all actions, which may be required under any applicable law, or which any
Agent or the Requisite Lenders may reasonably request, to cause the Collateral
and Guarantee Requirement to be and remain satisfied, all at the expense of the
Loan Parties. Holdings and the Borrower also agree to provide to the Agents,
from time to time upon request, evidence reasonably satisfactory to the
Administrative Agents as to the perfection and priority of the Liens created or
intended to be created by the Security Documents.

                  (b) If any assets (excluding any real property or improvements
thereto or any interest therein and accounts receivable) are acquired by
Holdings or any Restricted Subsidiary after the Effective Date, Holdings will,
on the earlier of (i)(A) during the Availability Period, the most recent
two-month anniversary of the Effective Date or (B) after the Availability
Period, the most recent three-month anniversary of the Effective Date and (ii)
the date on which the aggregate cost of such assets acquired since the previous
such notification exceeds $10,000,000, notify the Agents thereof, and Holdings
will cause such assets to be subjected to a perfected Lien securing the
Obligations (to the extent required to satisfy the Collateral and Guarantee
Requirement) and will take, and will cause the Restricted Subsidiaries to take,
such actions as shall be necessary or reasonably requested by any Agent to grant
and perfect such Liens, including actions described in paragraph (a) of this
Section, all at the expense of the Loan Parties; PROVIDED that, if an Event of
Default has occurred and is continuing, Holdings will take, and will cause the
Restricted Subsidiaries to take, any of the foregoing actions immediately upon
request by any Agent; PROVIDED FURTHER that Holdings will take, and will cause
the Restricted Subsidiaries to take, any of the foregoing actions immediately
with respect to any asset the acquisition of which is contemplated by the last
proviso to Section 6.04(b).

                  (c) Holdings will cause the accounts receivable of each Loan
Party to be subjected to a Lien securing the Obligations in accordance with the
requirements of the applicable Security Documents, all at the expense of the
Loan Parties.

                  (d) Holdings shall grant or cause the applicable Loan Party to
grant a Mortgage with respect to each parcel of real




                                       83
<PAGE>

property and improvements thereto acquired after the Effective Date and legally
or beneficially owned by any Loan Party; PROVIDED that either the cost to any
Loan Party acquiring such parcel and improvements or the value of such parcel
and improvements included on the consolidated balance sheet of Holdings shall
equal or exceed $1,000,000. Holdings shall, or shall cause the applicable Loan
Party to, grant a Mortgage with respect to the applicable Loan Party's rights in
each leasehold interest of such Loan Party in real property and improvements
thereto, in each case, in favor of the Collateral Agent or the Lenders, if the
lease providing for such leasehold interest was entered into, renewed or
extended (except with respect to any renewal or extension effected solely by the
giving of notice to the relevant lessor under the terms of the applicable lease)
after the Closing Date and the sum of the fair market value to the applicable
Loan Party of such leasehold interest plus the aggregate cost of all assets of
any Loan Party (including tenant improvements) located or held at or in such
real property and improvements is equal to or greater than $1,000,000. Holdings
also shall, and shall cause the Restricted Subsidiaries to, exercise
commercially reasonable efforts to grant a Mortgage with respect to the
applicable Loan Party's rights in each leasehold interest of such Loan Party in
real property and improvements thereto, in each case in favor of the Collateral
Agent or the Lenders, if the lease providing for such leasehold interest was
entered into after the Closing Date and any Network Infrastructure is located or
held at or in such real property or improvements, but a Mortgage is not required
by the preceding sentence.

                  (e) Unless prohibited by applicable law, Holdings or the
Borrower shall (or, with respect to Concessions, Material Contracts and
Governmental Approvals, shall use its commercially reasonable best efforts to),
and Holdings shall (or, with respect to Concessions, Material Contracts and
Governmental Approvals, shall use its commercially reasonable best efforts to)
cause each Restricted Subsidiary to, enter into an assignment agreement or
similar agreement in favor of the Collateral Agent, or, if specified by the
Administrative Agents, the Lenders, with respect to any Loan Party's rights
under any Project Document, to the extent contemplated by any Security Document.
Any such assignment agreement shall be in a form reasonably satisfactory to the
Administrative Agents and shall be accompanied by a counterparty consents
substantially in the form of Exhibit J (with such changes as may be reasonably
agreed by the Administrative Agents as necessary or desirable in order to obtain
the consent of the applicable counterparty).

                  (f) Each Operating Subsidiary will maintain deposit accounts
in the applicable Project Country in accordance with the terms of the applicable
Security Documents.




                                       84
<PAGE>

                  (g) Holdings will cause each of the Chilean Subsidiaries to
(i) execute and deliver a statement in the form of a Chilean public deed
("Escritura Publica") and, pursuant to the terms of the Chilean Guarantee
Agreement, evidencing the economic terms and conditions of each Borrowing, no
later than 30 days after the date of such Borrowing and (ii) enter into a
commercial pledge in favor of the Collateral Agent with respect to accounts
receivable under any Customer Contract with an annual value in excess of
$250,000 that it enters into after the date hereof.

                  (h) Holdings will cause each of the actions described on
Schedule 5.12(h) to be completed within the time period prescribed therein.

                  SECTION 5.13. CASUALTY AND CONDEMNATION. (a) Holdings will
furnish to the Agents and the Lenders prompt written notice of any casualty or
other damage to any portion of any Collateral with a value exceeding $1,000,000
or the commencement of any action or proceeding for the taking of any such
Collateral or any part thereof or interest therein under power of eminent domain
or by condemnation or similar proceeding.

                  (b) If any event described in paragraph (a) of this Section
results in Net Proceeds (whether in the form of insurance proceeds, condemnation
award or otherwise), the Collateral Agent is authorized and empowered to collect
such Net Proceeds and, if received by any Loan Party, such Net Proceeds shall be
paid over to the Collateral Agent; PROVIDED that, if at the time of such
collection or receipt, an Event of Default shall not have occurred and be
continuing, then such Net Proceeds may be retained by, or paid over to, the Loan
Parties if such Net Proceeds shall not exceed $5,000,000. All such Net Proceeds
retained by or paid over to the Collateral Agent shall be held by the Collateral
Agent as Collateral and released from time to time as provided below to pay the
costs of repairing, restoring or replacing the affected property or purchasing
additional property constituting Collateral in accordance with the terms of this
Agreement and the applicable provisions of the Security Documents, subject to
the provisions of the Security Documents regarding application of such Net
Proceeds during a Default. Holdings may deliver to the Collateral Agent a
certificate (or, from time to time, certificates) of a Financial Officer
certifying that such Net Proceeds held as Collateral (or a portion thereof
specified in such certificate) are to be released and applied for the purposes
specified above, which certificate shall set forth a reasonably detailed
description of the application thereof, attach invoices or receipts to be paid
or reimbursed with the funds so released and certify that a Notice of
Enforcement is not in effect and no Secured Party is entitled to deliver a
Notice of Enforcement at the time (in which case such Net Proceeds or the
specified portion thereof, as




                                       85
<PAGE>

applicable, shall be released by the Collateral Agent for such purpose).

                  (c) If any Net Proceeds retained by or paid over to the
Collateral Agent as provided above continue to be held by the Collateral Agent
on the date that any prepayment is due pursuant to Section 2.03(b) in respect of
the event resulting in such Net Proceeds, then such Net Proceeds shall be
applied to prepay Borrowings and Other Senior Secured Indebtedness as provided
in Section 2.03(b).

                  SECTION 5.14. HEDGING. Holdings or the Borrower will from time
to time enter into and maintain in effect interest rate protection agreements,
on such terms and with such parties as shall be reasonably satisfactory to the
Administrative Agents, as shall be necessary so that at all times on and after
the Effective Date at least 50% of Total Indebtedness (including, for this
purpose, Subordinated AT&T Indebtedness, but excluding contingent obligations
and obligations under Hedging Agreements) shall be comprised of Subordinated
AT&T Indebtedness, Indebtedness bearing interest at a fixed rate or Indebtedness
subject to such interest rate protection agreements. The Loan Parties will from
time to time enter into currency exchange rate protection agreements in such
amounts and with respect to such currencies as are prudent and customary for
similarly situated companies that are subject to similar currency exchange rate
risks.

                  SECTION 5.15. MATERIAL CONTRACTS. Holdings will (a)
irrevocably assign all of its rights and interests under each Material Contract
(other than the Brand License Agreements) to which it is party on the Effective
Date to a Restricted Subsidiary that is a wholly owned Subsidiary, (b) take all
actions necessary to ensure the effectiveness of each assignment required
pursuant to clause (a) of this sentence (including the acquisition of all
required third-party consents thereto) and (c) ensure that, except to the extent
necessary or advisable in the good faith judgment of Holdings, no Loan Party
other than a Restricted Subsidiary becomes party to any Material Contract after
the Effective Date.

                  SECTION 5.16. AT&T FINANCINGS. Holdings will at all times on
and after the Effective Date maintain in effect (and borrowings thereunder shall
be available (other than by reason, at any time, of such facility having been
fully drawn down)) the AT&T Credit Facilities and Series B Preferred Stock on
terms substantially the same as (or, with respect to economic terms, more
favorable to Holdings than) those in effect on the Effective Date; PROVIDED that
Holdings may prepay the AT&T Credit Facilities and Series B Preferred Stock to
the extent permitted under Section 6.06 and the AT&T Subordination Agreement.



                                       86
<PAGE>

                  SECTION 5.17. AVAILABILITY AND TRANSFER OF FOREIGN CURRENCY.
Holdings will ensure that all requisite foreign exchange control registrations,
approvals and other authorizations, if any, by Argentina, Brazil, Chile,
Colombia, Peru, the Netherlands, or any Governmental Authority therein will be
kept current and in full force and effect, or will be obtained as may be
necessary from time to time, to assure the ability of each Loan Party to
purchase and transfer Dollars to enable such Loan Party to satisfy all its
obligations under the Loan Documents in accordance with their respective terms;
PROVIDED, that the foregoing shall not be construed to require that the
Argentina Payment Condition be satisfied prior to June 30, 2003 or (ii) the
earliest date after the Effective Date on which it becomes reasonably
practicable to satisfy such condition.

                  SECTION 5.18. CENTRAL BANKS. (a) Holdings will cause each
applicable Loan Party to obtain the issuance by each applicable Central Bank of
a certificate of registration or similar evidence (the "REGISTRATION
CERTIFICATE") indicating the amount and the payment dates of each payment of
principal, interest, fees and expenses payable under the Local Financing Loans
no more than 30 days from each date the proceeds of the Local Financing Loans
shall have entered a Project Country or shall have been disbursed abroad in
accordance with the applicable exchange regulations, or, in the case of the
Brazilian Operating Subsidiary, the registration of (i) the relevant Local
Financing Loan with the Central Bank of Brazil under the Registration of
Financial Transactions ("Registro de Operacoes Financeiras") ("ROF"), (ii) the
registration with the Central Bank of Brazil under the applicable ROF of the
payment schedule ("Esquema de Pagamento") with respect to the Local Financing
Loan under the relevant Participating Credit Agreement, which will authorize
payments in foreign currency by the Brazilian Operating Subsidiary of principal,
interest, fees and commissions (if any) under the relevant Local Financing Loan,
and (iii) further authorizations from the Central Bank of Brazil for remittances
under the relevant Local Financing Loan prior to, or no more than 120 days from,
each scheduled payment provided in such ROF registration with the Central Bank
of Brazil obtained in connection with the relevant Local Financing Loan
(including in the case of a mandatory prepayment, acceleration or otherwise), in
each case pursuant to Resolution 2770 dated August 30, 2000, and Circular 3027
dated February 22, 2001, in each case issued by the Central Bank of Brazil;
PROVIDED, that the foregoing shall not be construed to require that the
Argentina Payment Condition be satisfied prior to June 30, 2003 or (ii) the
earliest date after the Effective Date on which it becomes reasonably
practicable to satisfy such condition.

                  (b) Holdings will use its best efforts to obtain all further
approvals and authorizations that are necessary to permit all payments from time
to time required under the Loan Documents,




                                       87
<PAGE>

including mandatory prepayments, payments due upon acceleration and payments
under the Guarantee Agreements, to be made as and when due; PROVIDED, that the
foregoing shall not be construed to require that the Argentina Payment Condition
be satisfied prior to June 30, 2003 or (ii) the earliest date after the
Effective Date on which it becomes reasonably practical to satisfy such
condition.

                  SECTION 5.19. NOTARIZATION, CONSULARIZATION AND TRANSLATION.
Each of Holdings and the Borrower will, and Holdings will cause each of the
Restricted Subsidiaries to, at its own expense, take all such actions with
respect to any Loan Document as may be necessary or reasonably requested by any
Agent in the Netherlands, any Project Country and any other jurisdiction in
which any Loan Party is located in order to ensure the validity, admissibility
into evidence or enforceability of the Loan Documents against the Loan Parties
in any such jurisdiction, including any required certification, notarization,
consularization, official translation, notice or filing of Loan Documents;
PROVIDED that the foregoing shall not apply to any translation of any Loan
Document or other document or agreement. Each of Holdings and the Borrower will,
and Holdings will cause each of the Restricted Subsidiaries to, at its own
expense, cause to be prepared and delivered to the Agents such translations of
any of the Loan Documents or other documents or agreements (a) as shall be
necessary in order to comply with the Collateral and Guarantee Requirement and
create and perfect the Liens required thereby or (b) as any Agent shall
otherwise determine to be necessary or desirable in order to ensure the
admissibility into evidence of any of the Loan Documents in connection with the
exercise of rights or remedies thereunder; PROVIDED that any translation
requested by any Agent pursuant to clause (b) above shall not be required to be
completed until the date that is 60 days after the Effective date, in the case
of any such request on or before the Effective Date, or 60 days after the date
of request, in the case of any request thereafter.

                  SECTION 5.20. AFFILIATE AGREEMENTS. All agreements between any
Loan Party, on the one hand, and AT&T (or the AT&T Successor or Permitted
Transferee that assumes AT&T's obligations under the AT&T Subordination
Agreement as provided therein) or any Affiliate of AT&T (or the AT&T Successor
or such Permitted Transferee, as the case may be)(other than another Loan
Party), on the other hand, including with respect to tax sharing, management
fees or sharing of facilities, services or employees ("AFFILIATE AGREEMENTS")
shall be subject to the AT&T Subordination Agreement, except agreements that are
not required to constitute Subordinated Obligations (as defined therein)
pursuant to the terms thereof. Holdings will cause true and correct copies of
all such Affiliate Agreements to be delivered to the Agents.



                                       88
<PAGE>

                  SECTION 5.21. SUPPLY CONTRACTS. Each of Holdings and the
Borrower agrees that it will not, and Holdings agrees not to permit any
Restricted Subsidiary to, on or after the Effective Date, make any cash payment
in respect of any Supply Contract (that is not financed with Loans under the
related Participating Credit Agreement) except to the extent that (a)
substantially simultaneously with such cash payment, a Loan Party makes cash
payments of the same aggregate amount in respect of each other Supply Contract
or (b) Commitments under the applicable Participating Credit Agreement have been
mandatorily reduced in accordance with Section 2.03 and no corresponding
reduction has been made in the purchase commitment under such Supply Contract.

                  SECTION 5.22. LOCAL FINANCING RESTRUCTURING. If a Ratings
Event (as defined below) occurs in respect of any bank or other financial
institution that is acting as Local Financing Bank (or any direct or indirect
parent entity of such bank or financial institution) (the "RATED ENTITY") then
(a) if the Required Total Lenders so request, each of Holdings and the Borrower
will, and Holdings will cause each of the Restricted Subsidiaries to, cooperate
in replacing such bank or financial institution as Local Financing Bank or
otherwise restructure the Local Financing Loans in a manner reasonably
satisfactory to the Required Total Lenders and (b) if any request is made by the
Required Total Lenders as contemplated by the foregoing clause (a), then unless
and until such request is satisfied the Borrower shall not be entitled to
request a Borrowing under a Participating Credit Agreement and no Operating
Subsidiary or Chilean Subsidiary (as the case may be) shall be entitled to
request a borrowing under any Local Financing Documents. For the purposes of
this Section 5.02, "RATINGS EVENT" means, at any time, (i) a reduction of the
Rated Entity's corporate rating from any nationally recognized credit rating
agency to less than "investment grade", or (ii) no nationally recognized credit
rating agency has in effect a corporate rating of the Rated Entity.

                                   ARTICLE VI
                               NEGATIVE COVENANTS

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable under the
Participating Credit Agreements have been paid in full, each of Holdings and the
Borrower covenants and agrees with the Lenders that:

                  SECTION 6.01. INDEBTEDNESS; DISQUALIFIED STOCK. Holdings and
the Borrower will not, nor will Holdings permit any



                                       89
<PAGE>

Restricted Subsidiary to, create, incur, assume or permit to exist any
Indebtedness or issue any Disqualified Stock, except:

                  (a) Loans, Other Senior Secured Indebtedness and unsecured
         Indebtedness incurred to finance the construction or acquisition of the
         OSS; PROVIDED that the sum of the aggregate principal amount of
         outstanding Loans, Other Senior Secured Indebtedness, unsecured
         Indebtedness incurred to finance the construction or acquisition of the
         OSS and Indebtedness incurred pursuant to Agency Capital Market
         Transactions described in clause (j) below plus the aggregate amount of
         commitments to lend Loans, Other Senior Secured Indebtedness and
         unsecured Indebtedness incurred to finance the construction or
         acquisition of the OSS (including the Commitments) in effect shall not
         exceed $370,000,000 (plus up to $50,000,000 solely in respect of
         Permitted Senior Secured Indebtedness committed or arranged by any of
         the Suppliers) at any time;

                  (b) Indebtedness existing on the date hereof and set forth in
         Schedule 6.01 (other than any Local Facilities Indebtedness) and
         extensions, renewals and replacements of any such Indebtedness that do
         not increase (except by the amount of any premium or fees incurred in
         connection with such refinancing or replacement) the outstanding
         principal amount thereof or result in an earlier maturity date or
         decreased Weighted Average Life thereof; PROVIDED that neither the
         Existing AT&T Financings nor any other Indebtedness to AT&T or any
         subsidiary thereof shall be permitted by this clause (b) after the
         Effective Date;

                  (c) subject to Section 6.04, Indebtedness of Holdings to the
         Borrower or any Restricted Subsidiary and Indebtedness of any
         Restricted Subsidiary or the Borrower to Holdings, the Borrower or any
         other Restricted Subsidiary;

                  (d) subject to Section 6.04, Guarantees by any Restricted
         Subsidiary of Indebtedness of Holdings, the Borrower or any Restricted
         Subsidiary and Guarantees by Holdings of Indebtedness of the Borrower
         or any Restricted

         Subsidiary;

                  (e) Indebtedness of any Restricted Subsidiary (i) incurred to
         finance the acquisition, construction or improvement of tangible assets
         (and any related software, licenses and similar intangible assets, if
         applicable, acquired in connection therewith) that do not constitute
         Network Infrastructure and to finance leasehold improvements for office
         space, in each case, used in such Restricted Subsidiary's business,
         including Capital Lease Obligations and any Indebtedness assumed in
         connection with the acquisition of any such assets or secured by a Lien
         on any




                                       90
<PAGE>

         such assets prior to the acquisition thereof; PROVIDED that (A) such
         Indebtedness is incurred prior to or within 90 days after such
         acquisition or the completion of such construction or improvement and
         (B) any such Indebtedness incurred in connection with any particular
         acquisition, construction or improvement shall not exceed 100% of the
         cost of such acquisition, construction or improvement or (ii) incurred
         to extend, renew or replace outstanding Indebtedness permitted by this
         clause (e) without increasing the outstanding principal amount thereof
         or resulting in an earlier maturity date or decreased Weighted Average
         Life thereof; PROVIDED FURTHER that the aggregate principal amount of
         all Indebtedness permitted by this clause (e) shall not exceed
         $30,000,000 at any time outstanding;

                  (f) Subordinated AT&T Indebtedness;

                  (g) Indebtedness of the Brazilian Operating Subsidiary under
         the Brazilian Debentures, Indebtedness of Holdings or (subject to the
         last paragraph of this Section 6.01) any Restricted Subsidiary under
         the Supplemental Agreement Facility and Brazilian Debenture Refinancing
         Indebtedness (or, prior to the Effective Date only, other Indebtedness
         owing to AT&T); PROVIDED that the aggregate principal amount of
         Indebtedness incurred pursuant to this clause (g) shall not exceed
         $155,000,000 at any time outstanding;

                  (h) Local Facilities Indebtedness;

                  (i) Indebtedness pursuant to the Local Financing Loans;

                  (j) Indebtedness of Holdings or the Borrower incurred pursuant
         to Agency Capital Market Transactions; PROVIDED that (i) all the Net
         Proceeds thereof are applied to repay Loans and Other Senior Secured
         Indebtedness or reduce Commitments in accordance with Section 2.03(d)
         and (ii) such Indebtedness meets the conditions set forth in clauses
         (a), (b), (c), (d) and (h) of the definition of "Permitted Senior
         Secured Indebtedness" or the terms of such Indebtedness have been
         approved by each of the Administrative Agents or the Requisite Lenders;

                  (k) Permitted High-Yield Indebtedness;

                  (l) unsecured Indebtedness of Holdings and unsecured
         Indebtedness in respect of letters of credit issued for the account of
         Operating Subsidiaries in the ordinary course of business; PROVIDED
         that the aggregate amount of Indebtedness permitted by this clause (l)
         shall not exceed $5,000,000 at any time outstanding;




                                       91
<PAGE>

                  (m) Permitted Working Capital Indebtedness; PROVIDED that no
         such Indebtedness shall be permitted until the AT&T Credit Facilities
         are fully drawn; and

                  (n) this Section shall not be construed to restrict the
         execution, delivery and performance of Hedging Agreements otherwise
         permitted by the Loan Documents.

                  If Indebtedness is incurred that would be permitted under more
than one of the clauses of this Section set forth above, Holdings shall be
permitted to allocate such Indebtedness among such clauses for purposes of
determining compliance with this Section. For purposes of determining compliance
with any provision of this Section that limits the amount of Indebtedness
permitted to an amount expressed in Dollars, compliance with such provision
shall be determined on each date that Indebtedness limited thereby is incurred
by reference to the Dollar Equivalent (determined as of such date of incurrence)
of all Indebtedness limited by such provision and that is denominated in a
currency other than Dollars (including any such Indebtedness then being incurred
as well as all other outstanding Indebtedness limited by such provision), and
fluctuations in exchange rates after such date of incurrence until the next date
of incurrence shall be disregarded; PROVIDED that, solely for purposes of
determining compliance with the limit applicable to clause (g) of this Section,
if the Dollar Equivalent of the initial issuance of Brazilian Debentures
complies with such limit as of the date of issuance, then each successive
refinancing or replacement thereof shall be deemed to comply with such limit if
the proceeds of such refinancing or replacement are applied solely to repay
outstanding Indebtedness under such clause.

                  On and after the Effective Date, the borrower in respect of
all Subordinated AT&T Indebtedness and Indebtedness under the Supplemental
Agreement Facility must be Holdings; PROVIDED that a Restricted Subsidiary may
be a borrower of Subordinated AT&T Indebtedness or Indebtedness under the
Supplemental Agreement Facility if (i) such Indebtedness is evidenced by a
promissory note that (A) is pledged to the Collateral Agent by the holder
thereof to secure the Obligations pursuant to a Security Document reasonably
satisfactory to the Administrative Agents, (B) contains terms reasonably
satisfactory to the Administrative Agents providing that immediately upon the
occurrence of an Event of Default, Holdings shall automatically become the sole
obligor in respect of such Indebtedness and such Restricted Subsidiary shall not
have any liability therefor and (C) is executed by Holdings and (ii) such
Restricted Subsidiary is a party to the AT&T Subordination Agreement. If a
Restricted Subsidiary satisfies the foregoing requirements to be a borrower of
Subordinated AT&T Indebtedness or Indebtedness under the Supplemental Agreement
Facility, as applicable, then Holdings may enter into a Guarantee in favor of
the holder of such




                                       92
<PAGE>

Indebtedness providing for Holdings to Guarantee payment thereof to such holder
in the event that such holder is deprived of such Indebtedness as a result of
foreclosure or other exercise of remedies under such Security Document; PROVIDED
that Holdings's obligations under such Guarantee must (x) in the case of a
Guarantee of Subordinated AT&T Indebtedness, also constitute Subordinated AT&T
Indebtedness and (y) in the case of a Guarantee of Indebtedness under the
Supplemental Agreement Facility, be subordinated to the Obligations to the same
extent as such Indebtedness.

                  SECTION 6.02. LIENS. (a) Holdings and the Borrower will not,
nor will Holdings permit any Restricted Subsidiary to, create, incur, assume or
permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:

                  (i) Liens created under the Security Documents;

                  (ii) Permitted Encumbrances;

                  (iii) any Lien on any property or asset of Holdings, the
         Borrower or any Restricted Subsidiary existing on the date hereof and
         set forth in Schedule 6.02; PROVIDED that (A) such Lien shall not apply
         to any other property or asset of Holdings, the Borrower or any
         Restricted Subsidiary and (B) such Lien shall secure only those
         obligations which it secures on the date hereof and permitted
         refinancings and replacements thereof that do not increase the amount
         thereof;

                  (iv) any Lien existing on any property or asset acquired after
         the date hereof prior to the date that such property or asset was first
         acquired by Holdings, the Borrower or any Restricted Subsidiary or
         existing on any property or asset of any Person that becomes a
         Restricted Subsidiary after the date hereof prior to the time such
         Person becomes a Restricted Subsidiary; PROVIDED that (A) such Lien is
         not created in contemplation of or in connection with such acquisition
         or such Person becoming a Restricted Subsidiary, (B) such Lien shall
         not apply to any other property or assets of Holdings, the Borrower or
         any Restricted Subsidiary and (C) such Lien shall secure only those
         obligations which it secures on the date of such acquisition or the
         date such Person becomes a Restricted Subsidiary, as the case may be,
         and permitted refinancings and replacements thereof that do not
         increase the amount thereof;

                  (v) Liens on tangible assets (and any related software,
         licenses and similar intangible assets, if applicable) not constituting
         Network Infrastructure acquired, constructed or




                                       93
<PAGE>

         improved by Holdings or a Restricted Subsidiary; PROVIDED that (A) such
         Liens secure only Indebtedness permitted by clause (e) of Section 6.01,
         (B) except in the case of such Liens securing Indebtedness described in
         clause (e)(ii) of Section 6.01, such Liens and the Indebtedness secured
         thereby are incurred prior to or within 90 days after such acquisition
         or the completion of such construction or improvement, (C) the
         principal amount of the Indebtedness secured thereby does not exceed
         100% of the cost of acquiring, constructing or improving such tangible
         assets and (D) such Liens shall not apply to any other property or
         assets of Holdings, the Borrower or any Restricted Subsidiary;

                  (vi) Liens on CPE that arise in the ordinary course of
         business as a result of the installation thereof or other arrangements
         entered into with customers for the use of CPE;

                  (vii) Liens on any Permitted Interest Reserve Account;
         PROVIDED that such Liens secure only obligations in respect of the
         Brazilian Debentures, Brazilian Debenture Refinancing Indebtedness or
         Permitted High-Yield Indebtedness (as applicable) to which such
         Permitted Interest Reserve Account relates;

                  (viii) Liens constituting licenses of intellectual property
         (including patents, trademarks, trade names, service marks, copyrights,
         technology and processes, but excluding rights under the Brand License
         Agreements) by Restricted Subsidiaries to third parties in the ordinary
         course of business and otherwise in compliance with the Loan Documents;

                  (ix) rights in respect of fiber or telecommunications
         network capacity attributable to IRU Transactions permitted
         hereunder;

                   (x) Liens on Strategic Investments or investments in
         Unrestricted Subsidiaries securing obligations of the entity in which
         such Strategic Investment is made or such Unrestricted Subsidiary (as
         the case may be), to the extent not required to be pledged to the
         Collateral Agent to satisfy the Collateral and Guarantee Requirement;

                  (xi) Liens of a Local Financing Bank or its Affiliates on
         deposit accounts, loans or investments with such Local Financing Bank
         or its Affiliates incurred in connection with Local Financing Loans and
         securing such Local Financing Loans;




                                       94
<PAGE>

                  (xii) Liens arising by operation of law over deposit accounts
         maintained by any Loan Party in accordance with the terms of the
         Security Documents;

                  (xiii) cash deposits or pledges of Permitted Investments, in
         each case securing obligations under Hedging Agreements; PROVIDED that
         such cash deposits or pledges are approved by the Administrative
         Agents; and

                  (xiv) sales and dispositions of rights of the Peruvian
         Operating Subsidiary in respect of its accounts receivable in the
         ordinary course of business consistent with past practice, not
         exceeding 10% of such accounts receivable due in any month; PROVIDED
         that no sales or dispositions described in this clause (xiv) shall be
         made after the Effective Date.

                  (b) Notwithstanding the foregoing, Holdings and the Borrower
will not, nor will Holdings permit any Restricted Subsidiary to, create, incur,
assume or permit to exist any Lien (other than Liens created under the Security
Documents and Permitted Encumbrances) on any Project Document or any right of
any Loan Party thereunder.

                  SECTION 6.03. FUNDAMENTAL CHANGES. Neither Holdings nor the
Borrower will, nor will Holdings permit any Restricted Subsidiary to, merge into
or consolidate with any other Person, or permit any other Person to merge into
or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or substantially all of its
assets, or all or substantially all of the Equity Interests of any of its
Restricted Subsidiaries (in each case, whether now owned or hereafter acquired),
or liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Event of Default shall have occurred and be
continuing and no Default would result therefrom (i) any Restricted Subsidiary
may merge or liquidate into any other Restricted Subsidiary, (ii) any Restricted
Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a
Restricted Subsidiary, (iii) any Restricted Subsidiary may merge with any other
Person in order to effect a Permitted Business Acquisition and (iv) any
Restricted Subsidiary (other than an Operating Subsidiary) may liquidate or
dissolve if Holdings determines in good faith that such liquidation or
dissolution is in the best interests of the Loan Parties and is not materially
disadvantageous to the Lenders.

                  SECTION 6.04. INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND
ACQUISITIONS; ASSET SALES. (a) Holdings and the Borrower will not, nor will
Holdings permit any Restricted Subsidiary to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a wholly owned
Restricted Subsidiary




                                       95
<PAGE>

prior to such merger) any Equity Interests in, evidences of indebtedness or
other securities (including any option, warrant or other right to acquire any of
the foregoing) of, make or permit to exist any loans or advances to, Guarantee
any obligations of, or make or permit to exist any investment or any other
interest in, any other Person, or purchase or otherwise acquire (in one
transaction or a series of transactions) any assets of any other Person
constituting a business unit, except:

                  (i) Permitted Investments;

                  (ii) investments existing or committed on the date hereof and
         set forth on Schedule 6.04(a) and renewals and extensions thereof that
         do not increase the amount thereof;

                  (iii) subject to Section 6.10, investments by Holdings and the
         Restricted Subsidiaries in Equity Interests in their respective
         Subsidiaries (including by way of capital contributions); PROVIDED that
         (A) any such Equity Interests shall be pledged pursuant to the
         applicable Security Document (except, in the case of an Unrestricted
         Subsidiary, to the extent such pledge is not required to satisfy the
         Collateral and Guarantee Requirement) and (B) the sum of (1) the
         aggregate amount of investments by Loan Parties in, and loans and
         advances by Loan Parties to, and Guarantees by Loan Parties of
         Indebtedness of, Unrestricted Subsidiaries (including all such
         investments, loans, advances and Guarantees existing on the Effective
         Date) and (2) the aggregate amount of Strategic Investments made
         pursuant to clause (ix) of this Section shall not exceed $5,000,000 (or
         $15,000,000 after the Loan Parties shall have received Net Proceeds
         exceeding $250,000,000 from Capital Market Transactions consummated
         after the Closing Date, excluding Agency Capital Market Transactions
         arranged by any of the Suppliers) at any time outstanding;

                  (iv) loans or advances made by Holdings to the Borrower or any
         Subsidiary, made by the Borrower to Holdings or any Restricted
         Subsidiary and made by any Restricted Subsidiary to Holdings, the
         Borrower or any other Subsidiary; PROVIDED that (A) any such loans and
         advances made by a Loan Party shall be evidenced by a promissory note
         pledged pursuant to the applicable Security Document (unless so
         evidencing such loans and advances with a promissory note shall give
         rise to material Taxes or other costs that can be avoided by not so
         evidencing such loans and advances; PROVIDED that the Loan Parties take
         such steps and execute such documents as any Agent reasonably requests
         to ensure that such loans and advances are subject to a perfected Lien
         in favor of the Collateral Agent) and (B) the amount of such loans and
         advances made by Loan Parties to Unrestricted Subsidiaries




                                       96
<PAGE>

         shall be subject to the limitation set forth in clause (iii)
         above;

                  (v) Guarantees by Holdings of obligations of the Borrower or
         any Restricted Subsidiaries and Guarantees by the Borrower or any
         Restricted Subsidiary constituting Indebtedness of the Borrower or such
         Restricted Subsidiary permitted by Section 6.01;

                  (vi) Guarantees of the Obligations made pursuant to the
         Loan Documents;

                  (vii) Local Financing Loans made by the Borrower to the
         Local Financing Bank;

                  (viii) Permitted Business Acquisitions;

                  (ix) Strategic Investments; PROVIDED that (A) to the extent
         necessary to satisfy the Collateral and Guarantee Requirement, any
         Equity Interests acquired in connection with such Strategic Investments
         shall be pledged pursuant to the applicable Security Document and (B)
         the amount of such Strategic Investments shall be subject to the
         limitation set forth in clause (iii) above;

                  (x) Strategic Investments and investments by the Loan Parties
         in the Equity Interests of Unrestricted Subsidiaries in an aggregate
         amount not to exceed $45,000,000; PROVIDED that (A) such investments
         may be made only with Net Proceeds of an Equity Capital Market
         Transaction, (B) no such investment shall be permitted unless prior to
         or simultaneously with such investment (1) the Borrower has made all
         prepayments and reductions of Commitments required by Section 2.03(d)
         to be made in connection with such Equity Capital Market Transaction
         and (2) the Borrower has applied Net Proceeds of such Equity Capital
         Market Transaction to prepay Borrowings and reduce Commitments in an
         aggregate principal amount of not less than the amount of such
         investment and (C) to the extent necessary to satisfy the Collateral
         and Guaranty requirement, any Equity Interests acquired in connection
         with such investment shall be pledged pursuant to the applicable
         Security Document;

                  (xi) this Section shall not be construed to restrict (A) the
         execution, delivery and performance of Hedging Agreements otherwise
         permitted by the Loan Documents or (B) the extension of trade credit in
         the ordinary course of business;

                  (xii) loans and advances to officers, directors or employees
         of any Loan Party to the extent (A) outstanding as of the Closing Date
         and set forth on Schedule 6.04(b),




                                       97
<PAGE>

         (B) made in the ordinary course of business, (C) made pursuant to
         director or management compensation or benefit plans or employee
         benefit plans or (D) related to indemnification or reimbursement of
         expenses of such persons for their services in such capacity; PROVIDED
         that the aggregate amount of loans and advances permitted by
         sub-clauses (B), (C) and (D) of this clause (xii) shall not exceed
         $1,000,000 at any time outstanding;

                  (xiii) investments in the nature of cash pledges or
         deposits with respect to leases or utilities in the ordinary
         course of business;

                  (xiv) investments received in connection with the bankruptcy
         or reorganization of, or settlement of delinquent accounts and disputes
         with, customers, suppliers or other third parties, or acquired as a
         result of foreclosure, enforcement or settlement of any Lien securing
         obligations owed to a Loan Party by any third party, in each case in
         the ordinary course of business;

                  (xv) investments received as non-cash consideration for any
         asset sale and IRU Transactions providing for cash consideration to be
         received in installments, in each case to the extent permitted by
         Section 6.04(b) below; and

                  (xvi) other investments not to exceed $1,000,000 in the
         aggregate at any time outstanding.

                  (b) Holdings and the Borrower will not, nor will Holdings
permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose
of any asset, including any Equity Interest in any other Person owned by it (it
being understood that this Section does not apply to the issuance by Holdings of
its Equity Interests), nor will Holdings permit any Restricted Subsidiary to
issue (other than to Holdings or a Restricted Subsidiary) any additional Equity
Interest in such Restricted Subsidiary, except:

                  (i) sales of obsolete or surplus equipment and
         Permitted Investments, in each case in the ordinary course
         of business;

                  (ii) sales, transfers and dispositions to Holdings or a
         Restricted Subsidiary;

                  (iii) sales, transfers and other dispositions of assets (other
         than Equity Interests in a Restricted Subsidiary) that are not
         permitted by any other clause of this Section; PROVIDED that the
         aggregate fair market value of all assets sold, transferred or
         otherwise disposed of in reliance upon



                                       98
<PAGE>

         this clause (iii) shall not exceed $15,000,000 during any
         fiscal year of Holdings;

                  (iv) sales, transfers and dispositions of investments in
         Unrestricted Subsidiaries or Strategic Investments;

                  (v) IRU Transactions; PROVIDED that, after giving effect to
         any IRU Transaction, the Loan Parties shall retain sufficient capacity
         in respect of the applicable fiber to operate the Network;

                  (vi) installation and lease of CPE at any customer's place of
         business and sales, transfers and dispositions of CPE to such
         customers, in each case in the ordinary course of business;

                  (vii) sales, transfers and dispositions of Designated Acquired
         Assets; PROVIDED that any such Designated Acquired Assets are sold,
         transferred or otherwise disposed of within 365 days after the
         consummation of the Permitted Business Acquisition pursuant to which
         such Designated Acquired Assets were acquired; and

                  (viii) issuances of Equity Interests contemplated by
         Section 6.10(b);

PROVIDED that all sales, transfers, leases and other dispositions permitted
hereby (other than to Holdings or a Restricted Subsidiary pursuant to clause
(ii) above) shall be made for fair value and solely for cash consideration,
except that sales, transfers and dispositions may be made for non-cash
consideration provided that the aggregate amount (determined based on the face
value or fair value as of the date of receipt) of all such non-cash
consideration (including any cash payments to be received as consideration for
any IRU Transaction other than in a lump sum on the date of consummation of such
IRU Transaction) received after the Closing Date shall not exceed $3,000,000 in
any fiscal year of Holdings; PROVIDED FURTHER that, for purposes of such
limitation on annual non-cash consideration, any consideration for an IRU
Transaction consisting of a like-kind grant of an IRU to a Restricted Subsidiary
shall be deemed not to constitute non-cash consideration if such IRU constitutes
Collateral.

                  SECTION 6.05. HEDGING AGREEMENTS. Neither Holdings nor the
Borrower will, nor will Holdings permit any Restricted Subsidiary to, enter into
any Hedging Agreement, other than Hedging Agreements (i) entered into in the
ordinary course of business to hedge or mitigate risks to which the Loan Parties
are exposed in the conduct of their business or the management of their
liabilities or (ii) required by Section 5.14.




                                       99
<PAGE>

                  SECTION 6.06. RESTRICTED PAYMENTS; CERTAIN PAYMENTS OF
INDEBTEDNESS. (a) Neither Holdings nor the Borrower will, nor will Holdings
permit any Restricted Subsidiary to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, except (i) Holdings may declare
and pay dividends with respect to its common stock payable solely in additional
shares of its common stock and may exchange shares of one class of its common
stock for shares of another class (other than Disqualified Stock), (ii)
Restricted Subsidiaries may declare and pay dividends and distributions
(including by way of capital reduction) ratably with respect to their capital
stock, (iii) Holdings may make Restricted Payments in cash, not exceeding
$1,000,000 during any fiscal year, pursuant to and in accordance with stock
option plans or other benefit plans for directors, management or employees of
Holdings and the Restricted Subsidiaries, including the redemption or purchase
of Equity Interests of Holdings held by former directors, management or
employees of Holdings or any Restricted Subsidiary following termination of
their employment, (iv) Holdings may repurchase its Equity Interests from its
employees, directors and management for consideration consisting of the
cancelation or forgiveness of Indebtedness (or the proceeds of the repayment of
such Indebtedness) of such employee, director or management owing to any Loan
Party that was incurred as consideration for the purchase of Equity Interests of
Holdings and is outstanding as of the Effective Date and (v) if any Disqualified
Stock in Holdings is issued to AT&T in order to comply with the Supplemental
Agreement, Holdings may repurchase or redeem such Disqualified Stock with the
proceeds of any Brazilian Debenture Refinancing Indebtedness subject to
compliance with the Supplemental Agreement.

                  (b) Except as permitted by Section 6.06(c), neither Holdings
nor the Borrower will, nor will Holdings permit any Restricted Subsidiary to,
make or agree to pay or make, directly or indirectly, any voluntary prepayment
or other distribution (whether in cash, securities or other property) of or in
respect of principal of or interest on any Indebtedness, or any other voluntary
payment or distribution (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the repurchase,
redemption, retirement, acquisition, cancelation or termination of any
Indebtedness, except:

                  (i) prepayments of Indebtedness created under the Loan
         Documents in accordance with the terms of Section 2.03 (including
         prepayments of Local Financing Loans made in order to effect such
         prepayments);

                  (ii) prepayments of Other Senior Secured Indebtedness
         (including prepayments of Local Financing Loans made in order to effect
         such prepayments); PROVIDED that the Loans



                                      100
<PAGE>

         are simultaneously prepaid in accordance with Section 2.03
         on a pro rata basis;

                  (iii) prepayments of Indebtedness of Holdings to the Borrower
         or any Restricted Subsidiary and prepayments of Indebtedness of the
         Borrower or any Restricted Subsidiary to Holdings, the Borrower or any
         other Restricted Subsidiary;

                  (iv) prepayments of Indebtedness constituting a
         refinancing thereof permitted by Section 6.01; and

                  (v) prepayments of Permitted Working Capital Indebtedness in
         the ordinary course of business and prepayments of Local Facilities
         Indebtedness.

Notwithstanding the foregoing, Local Financing Loans shall not be repaid or
prepaid except in connection with an equivalent repayment or prepayment of Loans
and Other Senior Secured Indebtedness in accordance with the Loan Documents.

                  (c) Neither Holdings nor the Borrower will, nor will Holdings
permit any Restricted Subsidiary to, make or agree to pay or make, directly or
indirectly, any payment or other distribution (whether in cash, securities or
other property) of or in respect of principal of or interest on (prior to the
Effective Date) any Existing AT&T Financings or other Indebtedness owing to AT&T
or any subsidiary thereof that is not a Loan Party or (on and after the
Effective Date) any Subordinated AT&T Indebtedness, or any payment or other
distribution (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancelation or termination of (x) prior to the
Effective Date, any Existing AT&T Financings or other Indebtedness owing to AT&T
or any subsidiary thereof that is not a Loan Party or (y) on and after the
Effective Date, any Subordinated AT&T Indebtedness, except (i) in the case of
Indebtedness in respect of the AT&T Credit Facilities or the Series B Preferred
Stock, if at the time thereof and after giving effect thereto no Default has
occurred and is continuing, with up to 25% of the Net Proceeds of any Capital
Market Transaction with respect to which the Capital Markets Percentage is 25%;
PROVIDED that (A) prior to or simultaneously with such payment or distribution,
Holdings makes all prepayments and reductions of Commitments required by Section
2.03(d) with respect to such Capital Market Transaction and (B) any such payment
or distribution is made substantially simultaneously with the consummation of
such Capital Market Transaction, (ii) any conversion of Subordinated AT&T
Indebtedness into Equity Interests of Holdings or into Disqualified Stock of
Holdings that constitutes Subordinated AT&T Indebtedness and (iii) any
refinancing of Subordinated AT&T Indebtedness with the proceeds of other
Subordinated AT&T Indebtedness; PROVIDED that any





                                      101
<PAGE>

conversion into Disqualified Stock referred to in clause (ii) above and any
refinancing referred to in clause (iii) above shall not be permitted if the
terms of the resulting Disqualified Stock or Subordinated AT&T Indebtedness
would not have been permitted by Section 6.11 if such conversion or refinancing
had been accomplished by amendment of the relevant Subordinated AT&T
Indebtedness instead of conversion or refinancing thereof.

                  (d) Neither Holdings nor the Borrower will, nor will Holdings
permit any Restricted Subsidiary to, enter into or be party to, or make any
payment under, any Synthetic Purchase Agreement.

                  SECTION 6.07. TRANSACTIONS WITH AFFILIATES. Neither Holdings
nor the Borrower will, nor will Holdings permit any Restricted Subsidiary to,
sell, lease or otherwise transfer any property or assets to, or purchase, lease
or otherwise acquire any property or assets from, or enter into or amend any
agreement with, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions that are at prices and on terms and
conditions not less favorable to Holdings, the Borrower or such Restricted
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, (b) transactions between or among Holdings, the Borrower and the
Restricted Subsidiaries not involving any other Affiliate, (c) any Restricted
Payment or repayment of Indebtedness permitted by Section 6.06, (d) transactions
expressly contemplated by the Brand License Agreements that are conducted in
accordance with the terms of the Brand License Agreements, (e) any Loan Party
may enter into and perform its obligations under indemnification and
contribution agreements for the benefit of any of its directors, officers and
agents that are Affiliates to the same extent that it does so for directors,
officers and agents that are not Affiliates, (f) Holdings may enter into and
perform its obligations under indemnification and contribution agreements for
the benefit of its Affiliates in respect of liabilities attributable to Holdings
arising under the Securities Act, the Exchange Act and any other applicable
securities laws, (g) the performance of obligations set forth in the agreements
with Affiliates that are listed on Schedule 3.26 and in existence on the Closing
Date and (h) transactions expressly contemplated by the Permitted Services
Agreements that are conducted in accordance with the terms of the Permitted
Services Agreements. Notwithstanding the foregoing, neither Holdings, the
Borrower nor the Restricted Subsidiaries shall pay any management or other
similar fees to any Affiliate of Holdings other than pursuant to (i) the Brand
License Agreements and (ii) Permitted Services Agreements.

                  SECTION 6.08. RESTRICTIVE AGREEMENTS. Neither Holdings nor the
Borrower will, nor will Holdings permit any Restricted Subsidiary to, directly
or indirectly, enter into,



                                      102
<PAGE>

incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of Holdings, the
Borrower or any Restricted Subsidiary to create, incur or permit to exist any
Lien to secure the Obligations upon any of its property or assets or (b) the
ability of any Restricted Subsidiary to pay dividends or other distributions
with respect to any of its Equity Interests or to make or repay loans or
advances to the Borrower or Local Financing Loans or to Guarantee Indebtedness
of the Borrower or Local Financing Loans; PROVIDED that (i) the foregoing shall
not apply to restrictions and conditions imposed by law, by any Governmental
Authority or by any Loan Document, (ii) the foregoing shall not apply to
restrictions and conditions existing on the date hereof identified on Schedule
6.08 and amendments, modifications, extensions, renewals or refinancings thereof
(but shall apply to any amendment, modification, extension, renewal or
refinancing expanding the scope of any such restriction or condition), (iii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted hereunder, (iv) clause (a) above shall not apply to
restrictions or conditions imposed by any agreement relating to any Lien
permitted by clause (v), (ix), (x) or (xi) of Section 6.02(a) if such
restrictions or conditions apply only to the property or assets subject to such
Lien, (v) clause (a) of the foregoing shall not apply to any cash deposit held
by a customer in the ordinary course of business that is permitted by the Loan
Documents, (vi) the foregoing shall not apply to customary non-assignment
provisions contained in leases and other contracts that are not required to be
assigned pursuant to the Security Documents and (vii) clause (b) of the
foregoing shall not apply to customary restrictions and conditions contained in
Permitted High-Yield Indebtedness.

                  SECTION 6.09. LIMITATION ON SALE-LEASEBACK TRANSACTIONS.
Neither Holdings nor the Borrower will, nor will Holdings permit any Restricted
Subsidiary to, enter into any arrangement, directly or indirectly, whereby it
shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property that performs substantially the same function as
the property sold or transferred.

                  SECTION 6.10. RESTRICTED SUBSIDIARIES. Holdings will not have
any Restricted Subsidiary that is not wholly owned (directly or indirectly) by
Holdings, except for (a) any qualifying shares held by any director in
accordance with applicable law and (b) any Equity Interests in a Restricted
Subsidiary that are owned by others as of the Closing Date as




                                      103
<PAGE>

disclosed on Schedule 3.11 or are issued by such Restricted Subsidiary pursuant
to Existing Preemptive Rights.

                  SECTION 6.11. AMENDMENT OF MATERIAL DOCUMENTS. (a) Neither
Holdings nor the Borrower will, nor will Holdings permit any Restricted
Subsidiary to, amend, modify or waive any of its rights under (i) either Brand
License Agreement, any of the AT&T Financing Documents or the Forbearance
Agreement, (ii) its certificate of incorporation, by-laws or other
organizational documents, (iii) any Project Document, (iv) any Concession, (v)
any indenture, agreement or instrument evidencing or governing any Other Senior
Secured Indebtedness or Material Indebtedness or (vi) any Material Contracts, in
each case in any manner that would reasonably be expected to materially
adversely affect (individually or collectively) any Loan Party or that would
reasonably be expected to adversely affect (individually or collectively) in any
material respect the rights or interests of the Lenders under the Loan
Documents. Neither Holdings nor the Borrower will, nor will Holdings permit any
Restricted Subsidiary to, amend, modify or waive any of its rights under any
Local Financing Documents or the Supplemental Agreement.

                  (b) Neither Holdings nor the Borrower will, nor will Holdings
permit any Restricted Subsidiary to, amend, modify or waive any of its rights
under any Supply Contract, other than such amendments, modifications or waivers
that (i) do not have a material adverse effect on the Loan Parties' ability to
construct or operate the Project and (ii) would not reasonably be expected to
have a Material Adverse Effect.

                  SECTION 6.12. BUSINESS OF THE LOAN PARTIES. (a) Holdings will
not, and Holdings will not permit any of the Restricted Subsidiaries to, engage
to any material extent in any business other than the Permitted Business. Each
of Holdings and the Borrower will, and Holdings will cause each of the
Restricted Subsidiaries to, (i) use their commercially reasonable efforts to
develop, construct, install, complete, operate and maintain the Network in the
Project Cities and (ii) refrain from engaging in any business or activity that
would prevent or materially interfere with the ability of Holdings, the Borrower
and the Subsidiaries to comply with clause (i) above or that would constitute a
material change in the overall business strategy of Holdings, the Borrower and
the Subsidiaries, taken as a whole, to comply with clause (i) above and to
provide Permitted Services in the Project Cities. Holdings will cause the
Unrestricted Subsidiaries not to compete with the business of Holdings and the
Restricted Subsidiaries, taken as a whole.

                  (b) The Borrower will not engage at any time in any business
or activities other than borrowing the Loans and Other Senior Secured
Indebtedness, making the Local Financing Loans, facilitating financings to
Subsidiaries, issuing Permitted High-



                                      104
<PAGE>

Yield Indebtedness and entering into and performing the Loan Documents and
agreements with respect to Other Senior Secured Indebtedness to which it is a
party and activities incidental thereto. The Borrower will not own or acquire
any assets (other than cash, Permitted Investments and Local Financing Loans) or
incur any liabilities other than under or in respect of the Loan Documents or
agreements with respect to Other Senior Secured Indebtedness or imposed by law
and other than in connection with facilitating intracompany financings and
issuing Permitted High-Yield Indebtedness. The Borrower will not have any
subsidiaries.

                  (c) Holdings will not engage in any business or activity other
than (i) the ownership of Equity Interests in its Subsidiaries and activities
incidental thereto, including activities contemplated by the following
provisions of this paragraph, and (ii) activities associated with the management
of the businesses of the Subsidiaries and direction of the management of the
Borrower. Holdings will not (i) own or acquire any assets (other than
investments in the Subsidiaries, cash, Permitted Investments and other assets
necessary or appropriate for its permitted business and activities), (ii) incur
any liabilities (other than liabilities under the Loan Documents, Indebtedness
expressly permitted hereunder, liabilities permitted under clause (iii) below,
Guarantees of obligations of the Loan Parties, obligations under any employment
contract, stock option plans or other benefit plans for directors, management or
employees of Holdings and the Subsidiaries, liabilities imposed by law,
including tax liabilities, and other liabilities incidental to its existence and
permitted business and activities) or (iii) enter into any Material Contract,
Customer Contract or other contract or agreement material to the Network other
than (x) the contracts set forth on Schedule 6.12(c) hereto and (y) other
contracts, if, prior to entering into any such contract, Holdings has used its
commercially reasonable best efforts (including the offer by Holdings to
Guarantee the relevant Restricted Subsidiary's obligations under such contract
or to enter into the contract as agent for such Restricted Subsidiary) to cause
the prospective counterparty to such contract to enter into such contract with a
Restricted Subsidiary.

                  SECTION 6.13. MATERIAL CONTRACTS. Holdings and the Borrower
will not, and Holdings will not permit any Restricted Subsidiary to, enter into
any Material Contract unless, (a) in the case of Holdings, Holdings has complied
with the requirements of Section 6.12(c) and (b) in the case of any other Loan
Party, such Loan Party has complied with the requirements of Section 5.12(e) in
respect of such Material Contract.

                  SECTION 6.14. CERTAIN OPERATING LEASES. Holdings and the
Borrower will not, and Holdings will not permit any Restricted Subsidiary to,
enter into any lease with respect to




                                      105
<PAGE>

any Network Infrastructure, other than any lease entered into by a Restricted
Subsidiary for a term of less than six months with respect to equipment that
such Restricted Subsidiary intends to acquire (or intends to acquire
substantially similar equipment) that will form a part of the Collateral within
six months; PROVIDED that this Section shall not be construed to restrict IRU
Transactions or leases of telecommunications network capacity.

                  SECTION 6.15. CAPITAL EXPENDITURES. (a) Holdings will not
permit the aggregate amount of Capital Expenditures made by Holdings, the
Borrower and the Restricted Subsidiaries for any fiscal quarter or year set
forth below to exceed the amount set forth below with respect to such period (as
adjusted pursuant to paragraph (b) of this Section):

PERIOD                                                        AMOUNT
------                                                        ------

January 1, 2002 to and including
March 31, 2002                                              $34,000,000

April 1, 2002 to and including
June 30, 2002                                               $24,000,000

July 1, 2002 to and including
September 30, 2002                                          $19,000,000

October 1, 2002 to and including
December 31, 2002                                           $21,000,000

January 1, 2002 to and including
December 31, 2002                                           $94,000,000

January 1, 2003 to and including
March 31, 2003                                              $25,000,000

April 1, 2003 to and including
June 30, 2003                                               $21,000,000

July 1, 2003 to and including
September 30, 2003                                          $26,000,000

October 1, 2003 to and including
December 31, 2003                                           $27,000,000

January 1, 2003 to and including
December 31, 2003                                           $93,000,000

January 1, 2004 to and including
March 31, 2004                                              $22,000,000

April 1, 2004 to and including
June 30, 2004                                               $22,000,000





                                      106
<PAGE>
PERIOD                                                        AMOUNT
------                                                        ------
July 1, 2004 to and including
September 30, 2004                                          $22,000,000

October 1, 2004 to and including
December 31, 2004                                           $22,000,000

January 1, 2004 to and including
December 31, 2004                                           $85,000,000

January 1, 2005 to and including
March 31, 2005                                              $23,000,000

April 1, 2005 to and including
June 30, 2005                                               $23,000,000

July 1, 2005 to and including
September 30, 2005                                          $23,000,000

October 1, 2005 to and including
December 31, 2005                                           $23,000,000

January 1, 2005 to and including
December 31, 2005                                           $85,000,000

January 1, 2006 to and including
March 31, 2006                                              $25,000,000

April 1, 2006 to and including
June 30, 2006                                               $25,000,000

July 1, 2006 to and including
September 30, 2006                                          $25,000,000

October 1, 2006 to and including
December 31, 2006                                           $25,000,000

January 1, 2006 to and including
December 31, 2006                                           $93,000,000

January 1, 2007 to and including
March 31, 2007                                              $25,000,000

April 1, 2007 to and including
June 30, 2007                                               $25,000,000

July 1, 2007 to and including
September 30, 2007                                          $25,000,000

October 1, 2007 to and including
December 31, 2007                                           $25,000,000




                                      107
<PAGE>
PERIOD                                                        AMOUNT
------                                                        ------

January 1, 2007 to and including
December 31, 2007                                           $94,000,000

January 1, 2008 to and including
March 31, 2008                                              $25,000,000

April 1, 2008 to and including
June 30, 2008                                               $25,000,000

                  (b) If the maximum amount of Capital Expenditures permitted by
paragraph (a) above for the fiscal year ending December 31, 2002, exceeds the
actual amount of Capital Expenditures for such fiscal year, then (i) the maximum
amount of Capital Expenditures permitted by paragraph (a) above for the fiscal
year ending December 31, 2003, shall be increased by the amount of such excess
and (ii) the maximum amount of Capital Expenditures permitted by paragraph (a)
above for the first two fiscal quarters (combined) of the fiscal year ending
December 31, 2003, shall be increased by the amount of such excess (but the
maximum amount of Capital Expenditures for the third and fourth fiscal quarters
of such fiscal year shall not be increased). If the maximum amount of Capital
Expenditures permitted by paragraph (a) above (disregarding any increases
permitted by this paragraph) for any fiscal year ending on or after December 31,
2003, exceeds the actual amount of Capital Expenditures for such fiscal year,
then (i) the maximum amount of Capital Expenditures permitted by paragraph (a)
above for the next fiscal year shall be increased by an amount equal to the
lesser of (A) 50% of such excess and (B) 10% of the maximum amount of Capital
Expenditures permitted by paragraph (a) above for such next fiscal year and (ii)
the maximum amount of Capital Expenditures permitted by paragraph (a) above for
the first two fiscal quarters of the next fiscal year (combined) shall be
increased by the amount of the increase permitted for such next fiscal year
pursuant to clause (i) above (but the maximum amount of Capital Expenditures for
the third and fourth fiscal quarters of such next fiscal year shall not be
increased). For the fiscal year ending December 31, 2002, the aggregate amount
of Capital Expenditures permitted under paragraph (a) above may be increased by
an amount (not exceeding $21,000,000) equal to the aggregate amount of Capital
Expenditures made during such year in respect of the OSS and that are financed
with Indebtedness permitted under clause (a) of Section 6.01.

                  (c) Not less than 85% of the Capital Expenditures in each
fiscal year of Holdings shall be in respect of property, plant, equipment and
other assets located in the Project Cities (determined as provided in Section
1.05), and no Capital


                                      108
<PAGE>

Expenditures shall be made in respect of property, plant, equipment or other
assets located outside of the Project Countries (other than Capital Expenditures
made by Holdings in the United States for office equipment, leasehold
improvements, software and other purchases in connection with the business
activities in which it is permitted to engage); PROVIDED that if any property,
plant or equipment of the Restricted Subsidiaries is located outside of the
Project Countries as a result of the acquisition thereof pursuant to a Permitted
Business Acquisition, then a portion of the Capital Expenditures in each fiscal
year of Holdings that is permitted to be made outside of the Project Cities may
be devoted to the maintenance of such property, plant or equipment. Holdings
will not permit assets initially located in Project Cities to be relocated
outside of Project Cities in a manner that would be inconsistent with the
concentration of business and assets in the Project Cities intended to be
required by this paragraph.

                  SECTION 6.16. MAXIMUM RATIO OF TOTAL INDEBTEDNESS TO
CONTRIBUTED EQUITY. Holdings will not permit the ratio of Total Indebtedness to
Contributed Equity at any time to exceed 1.00 to 1.00.

                  SECTION 6.17. MAXIMUM RATIO OF SECURED INDEBTEDNESS TO
CONTRIBUTED EQUITY. Holdings will not permit the ratio of Secured Indebtedness
to Contributed Equity at any time to exceed 0.50 to 1.00.

                  SECTION 6.18. MAXIMUM RATIO OF TOTAL INDEBTEDNESS TO
CONSOLIDATED EBITDA. Holdings will not permit the ratio of Total Indebtedness as
of any date during any period set forth below to Consolidated EBITDA for the
period of four consecutive fiscal quarters of Holdings most recently ended on or
prior to such date to exceed the ratio set forth opposite such period on the
table set forth below:

PERIOD                                                            RATIO
------                                                            -----

March 31, 2004 to and including
June 29, 2004                                                11.00 to 1.00

June 30, 2004 to and including
September 29, 2004                                            8.50 to 1.00

September 30, 2004 to and including
December 30, 2004                                             6.50 to 1.00

December 31, 2004 to and including
March 30, 2005                                                5.25 to 1.00

March 31, 2005 to and including
June 29, 2005                                                 4.85 to 1.00





                                      109
<PAGE>

PERIOD                                                            RATIO
------                                                            -----

June 30, 2005 to and including
September 29, 2005                                            4.20 to 1.00

September 30, 2005 to and including
December 30, 2005                                             3.55 to 1.00

December 31, 2005 to and including
March 29, 2006                                                2.90 to 1.00

Thereafter                                                    2.50 to 1.00


                  SECTION 6.19. MINIMUM FIXED CHARGE COVERAGE RATIO. Holdings
will not permit the Fixed Charge Coverage Ratio as of the last day of any fiscal
quarter ending during any period set forth below to be less than the ratio set
forth below opposite such period on the table set forth below:

PERIOD                                                            RATIO
------                                                            -----

October 1, 2005 to and including
December 31, 2005                                             1.00 to 1.00

January 1, 2006 to and including
March 31, 2006                                                1.05 to 1.00

April 1, 2006 to and including
June 30, 2006                                                 1.15 to 1.00

July 1, 2006 to and including
September 30, 2006                                            1.20 to 1.00

October 1, 2006 to and including
December 31, 2006                                             1.30 to 1.00

January 1, 2007 to and including
March 31, 2007                                                1.50 to 1.00

April 1, 2007 to and including
June 30, 2007                                                 1.50 to 1.00

Thereafter                                                    1.75 to 1.00


                  SECTION 6.20. MINIMUM INTEREST COVERAGE RATIO. Holdings will
not permit the Interest Coverage Ratio as of the last day of any fiscal quarter
ending during any period set forth below to be less than the ratio set forth
below opposite such period on the table set forth below:



                                      110
<PAGE>

PERIOD                                                         RATIO
------                                                         -----


April 1, 2004 to and including
June 30, 2004                                               1.10 to 1.00

July 1, 2004 to and including
September 30, 2004                                          1.40 to 1.00

October 1, 2004 to and including
December 31, 2004                                           1.70 to 1.00

January 1, 2005 to and including
March 31, 2005                                              2.00 to 1.00

April 1, 2005 to and including
June 30, 2005                                               2.35 to 1.00

July 1, 2005 to and including
September 30, 2005                                          2.75 to 1.00

October 1, 2005 to and including
December 31, 2005                                           3.00 to 1.00

Thereafter                                                  3.25 to 1.00

                  SECTION 6.21. MINIMUM EBITDA (MAXIMUM EBITDA LOSS). Holdings
will not permit the amount of Consolidated EBITDA for any period of four
consecutive fiscal quarters ending during any period set forth below to be less
(I.E., a less positive number or a more negative number) than the amount set
forth below opposite such period on the table set forth below:

PERIOD                                                         RATIO
------                                                         -----

January 1, 2002 to and including
March 31, 2002                                               $(103,000,000)

April 1, 2002 to and including
June 30, 2002                                                $(86,000,000)

July 1, 2002 to and including
September 30, 2002                                           $(63,000,000)

October 1, 2002 to and including
December 31, 2002                                            $(40,000,000)

January 1, 2003 to and including
March 31, 2003                                               $(19,000,000)

April 1, 2003 to and including
June 30, 2003                                                $  3,000,000



                                      111
<PAGE>
PERIOD                                                         RATIO
------                                                         -----

July 1, 2003 to and including
September 30, 2003                                           $20,000,000

October 1, 2003 to and including
December 31, 2003                                            $36,000,000

January 1, 2004 to and including
March 31, 2004                                               $54,000,000

April 1, 2004 to and including
June 30, 2004                                                $70,000,000

July 1, 2004 to and including
September 30, 2004                                           $90,000,000

October 1, 2004 to and including
December 31, 2004                                            $113,000,000

January 1, 2005 to and including
March 31, 2005                                               $132,000,000

April 1, 2005 to and including
June 30, 2005                                                $151,000,000

July 1, 2005 to and including
September 30, 2005                                           $170,000,000

October 1, 2005 to and including
December 31, 2005                                            $189,000,000

January 1, 2006 to and including
March 31, 2006                                               $210,250,000

April 1, 2006 to and including
June 30, 2006                                                $231,500,000

July 1, 2006 to and including
September 30, 2006                                           $252,750,000

October 1, 2006 to and including
December 31, 2006                                            $274,000,000

January 1, 2007 to and including
March 31, 2007                                               $303,500,000

April 1, 2007 to and including
June 30, 2007                                                $333,000,000

July 1, 2007 to and including
September 30, 2007                                           $362,500,000




                                      112
<PAGE>
PERIOD                                                         RATIO
------                                                         -----
October 1, 2007 to and including
December 31, 2007                                            $392,000,000

January 1, 2008 to and including
March 31, 2008                                               $427,500,000

Thereafter                                                   $463,000,000


                  SECTION 6.22. MINIMUM GROSS REVENUE. Holdings will not permit
the consolidated revenue of Holdings, the Borrower and the Restricted
Subsidiaries (determined on a consolidated basis in accordance with GAAP) for
any period of four consecutive fiscal quarters ending during any period set
forth below to be less than the amount set forth below opposite such period on
the table set forth below:

PERIOD                                                         RATIO
------                                                         -----

January 1, 2002 to and including
March 31, 2002                                              $145,000,000

April 1, 2002 to and including
June 30, 2002                                               $162,000,000

July 1, 2002 to and including
September 30, 2002                                          $181,000,000

October 1, 2002 to and including
December 31, 2002                                           $201,000,000

January 1, 2003 to and including
March 31, 2003                                              $232,000,000

April 1, 2003 to and including
June 30, 2003                                               $266,000,000

July 1, 2003 to and including
September 30, 2003                                          $302,000,000

October 1, 2003 to and including
December 31, 2003                                           $340,000,000

January 1, 2004 to and including
March 31, 2004                                              $369,000,000

April 1, 2004 to and including
June 30, 2004                                               $401,000,000



                                      113
<PAGE>
PERIOD                                                         RATIO
------                                                         -----
July 1, 2004 to and including
September 30, 2004                                          $440,000,000

October 1, 2004 to and including
December 31, 2004                                           $476,000,000


                  SECTION 6.23. MINIMUM LIQUIDITY. On and after the Effective
Date, Holdings will not permit (a) the total amount of cash and Permitted
Investments of the Loan Parties (excluding cash and Permitted Investments that
are subject to any Lien, other than the Liens of the Security Documents,
Permitted Encumbrances described in clause (a) of the definition of "Permitted
Encumbrances" and Liens arising by operation of law in favor of a bank or other
financial institution holding such cash or Permitted Investments) to be less
than $5,000,000 at any time or (b) the sum of (i) the total amount of cash and
Permitted Investments of the Loan Parties (excluding cash and Permitted
Investments that are subject to any Lien, other than the Liens of the Security
Documents, Permitted Encumbrances described in clause (a) of the definition of
"Permitted Encumbrances" and Liens arising by operation of law in favor of a
bank or other financial institution holding such cash or Permitted Investments),
plus (ii) unfunded legally binding commitments to any of the Loan Parties
pursuant to any line of credit from AT&T, an AT&T Successor or any financial
institution that, in each case, is not subject to any conditions that would
prevent the applicable Loan Party from borrowing thereunder at the time, to be
less than (A) $10,000,000 at any time during the period from and including the
Effective Date to but excluding July 1, 2002, (B) $13,000,000 at any time during
the period from and including July 1, 2002, to but excluding October 1, 2002,
(C) $15,000,000 at any time during the period from and including October 1,
2002, to but excluding April 1, 2003, or (D) $20,000,000 at any time on or after
April 1, 2003.

                  SECTION 6.24. ON-NETWORK PORTS. Holdings will not permit the
number of Ports as of the last day of any fiscal quarter ending during any
period referred to below to be less than the amount set forth opposite such
period:





                                      114
<PAGE>

PERIOD                                                  RATIO
------                                                  -----

January 1, 2002 to and including
March 31, 2002                                          17,000

April 1, 2002 to and including
June 30, 2002                                           19,000

July 1, 2002 to and including
September 30, 2002                                      20,000

October 1, 2002 to and including
December 31, 2002                                       22,000

January 1, 2003 to and including
March 31, 2003                                          23,000

April 1, 2003 to and including
June 30, 2003                                           24,000

July 1, 2003 to and including
September 30, 2003                                      26,000

October 1, 2003 to and including
December 31, 2003                                       27,000

January 1, 2004 to and including
March 31, 2004                                          28,000

April 1, 2004 to and including
June 30, 2004                                           30,000

July 1, 2004 to and including
September 30, 2004                                      31,000

October 1, 2004 to and including
December 31, 2004                                       33,000

                  SECTION 6.25. FISCAL YEAR OF HOLDINGS. Holdings and the
Borrower will not, and Holdings will not permit any Restricted Subsidiary to,
change the financial reporting convention by which Holdings, the Borrower and
the Restricted Subsidiaries determine the dates on which their fiscal years and
fiscal quarters will end.

                  SECTION 6.26. AGGREGATE AMOUNT OF LOANS. Holdings and the
Borrower will not permit the aggregate principal amount of Loans made on or
prior to any date under any Participating Credit Agreement (regardless of
whether or not such Loans have been repaid) (a) to exceed 150% of the aggregate
purchase price of all Qualifying Purchases made under the Supply Contract
related to such Participating Credit Agreement on or prior to such date or (b)
if there is no Supply Contract related to such Participating Credit Agreement,
to exceed 150% of the aggregate purchase price of all Financed Collateral
purchased in respect of such Participating Credit Agreement on or prior to such
date.




                                      115
<PAGE>

                  SECTION 6.27. AGGREGATE AMOUNT OF LOANS. Unless and until the
Argentina Payment Condition is satisfied, Holdings and the Borrower shall ensure
that the aggregate amount of Tranche A Loans made after the Effective Date, the
proceeds of which are used for purposes in connection with Argentina, shall not
exceed (a) $7,000,000 at any time on or prior to December 31, 2002, and (b)
$12,000,000 on a cumulative basis.

                                   ARTICLE VII
                                EVENTS OF DEFAULT

                  SECTION 7.01. EVENTS OF DEFAULT. If any of the following
events ("EVENTS OF DEFAULT") shall occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
         when and as the same shall become due and payable, whether at the due
         date thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Section) payable under this Agreement or any other Loan
         Document, when and as the same shall become due and payable, and such
         failure shall continue unremedied for a period of three Business Days;

                  (c) AT&T shall fail to pay (or cause to be paid) any amount
         required to be paid under the provisions of the Supplemental Agreement,
         when and as the same shall have become due and payable, and such
         failure shall continue unremedied for a period of three Business Days,
         or the Supplemental Agreement shall cease to be in full force and
         effect prior to the date on which the Supplemental Agreement is
         permitted to be terminated in accordance with the terms thereof;

                  (d) any representation or warranty made or deemed made by or
         on behalf of any Loan Party or AT&T in or in connection with any Loan
         Document or any amendment or modification thereof or waiver thereunder,
         or in any report, certificate, financial statement or other document
         furnished pursuant to or in connection with any Loan Document or any
         amendment or modification thereof or waiver thereunder, shall prove to
         have been incorrect in any material respect when made or deemed made;

                  (e) Holdings or the Borrower shall fail to observe or perform
         any covenant, condition or agreement contained in Section 5.02, 5.04
         (with respect to the existence of the




                                      116
<PAGE>

         Borrower, Holdings or any Operating Subsidiary), 5.10, 5.11,
         5.12(h) or 5.16 or in Article VI;

                  (f) any Loan Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Loan Document (other
         than those specified in clause (a), (b) or (e) of this Section), and
         such failure shall continue unremedied for a period of 30 days after
         notice thereof from any Administrative Agent to the Borrower and
         Holdings (which notice will be given promptly at the request of any
         Lender);

                  (g) any Loan Party shall fail to make any payment (whether of
         principal or interest and regardless of amount) in respect of any
         Material Indebtedness, when and as the same shall become due and
         payable beyond any applicable grace period;

                  (h) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits (giving effect to any applicable grace period) the
         holder or holders of any Material Indebtedness or any trustee or agent
         on its or their behalf to cause any Material Indebtedness to become
         due, or to require the prepayment, repurchase, redemption or defeasance
         thereof, prior to its scheduled maturity; PROVIDED that this clause (h)
         shall not apply to secured Indebtedness that becomes due as a result of
         any voluntary sale or transfer (to the extent such sale or transfer is
         permitted hereunder and under any other financing document governing
         such Indebtedness) of the property or assets securing such
         Indebtedness;

                  (i) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) bankruptcy,
         liquidation, reorganization, "concordato", "concordata", a bankruptcy
         judgment, application of Colombian Law 550 of 1999, as amended, or
         other relief in respect of any Loan Party, or its debts, or of a
         substantial part of its assets, in each case under any Federal, state
         or foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect or (ii) the appointment of a receiver, trustee,
         custodian, liquidator, sequestrator, conservator, "sindico de
         quiebras", "interventor" or similar official for any Loan Party, or for
         a substantial part of its assets, and, in any such case, such
         proceeding or petition shall continue undismissed for 60 days or an
         order or decree approving or ordering any of the foregoing shall be
         entered;

                  (j) any Loan Party shall (i) voluntarily commence any
         proceeding or file any petition seeking bankruptcy, liquidation,
         reorganization, "concordato", "concordata", a judicial creditors'
         agreement, a bankruptcy judgment,




                                      117
<PAGE>

         application of Colombian Law 550 of 1999, as amended, or other relief,
         in each case under any Federal, state or foreign bankruptcy,
         insolvency, receivership or similar law now or hereafter in effect,
         (ii) consent to the institution of, or fail to contest in a timely and
         appropriate manner, any proceeding or petition described in clause (i)
         of this Section, (iii) apply for or consent to the appointment of a
         receiver, trustee, custodian, liquidator, sequestrator, conservator,
         "sindico de quiebras", "interventor" or similar official for any Loan
         Party, or for a substantial part of its assets, (iv) file an answer
         admitting the material allegations of a petition filed against it in
         any such proceeding, (v) make a general assignment for the benefit of
         creditors or (vi) take any action for the purpose of effecting any of
         the foregoing;

                  (k) any Loan Party shall become unable, admit in writing its
         inability or fail generally to pay its debts as they become due;

                  (l) one or more judgments for the payment of money in an
         aggregate amount in excess of $5,000,000 shall be rendered against any
         Loan Party or any combination thereof and the same shall remain
         undischarged and unsatisfied for a period of 30 consecutive days during
         which execution shall not be effectively stayed, or any action shall be
         legally taken by a judgment creditor to attach or levy upon any assets
         of any Loan Party to enforce any such judgment;

                  (m) any Lien purported to be created under any Security
         Document shall cease to be, or shall be asserted in writing by any Loan
         Party not to be, a valid and perfected Lien on any portion of the
         Collateral with a gross book value exceeding $5,000,000, with the
         priority required by the applicable Security Document, except (i) as a
         result of the sale or other disposition of the applicable Collateral in
         a transaction permitted under the Loan Documents or (ii) as a result of
         the Collateral Agent's failure to maintain possession of any stock
         certificates, promissory notes, chattel paper or other instruments or
         documentation delivered to it under the applicable Security Document;

                  (n) any Loan Document shall cease to be, or shall be asserted
         in writing by any Loan Party not to be, the legal, valid, binding and
         enforceable obligation of any Loan Party;

                  (o) there shall have occurred any condemnation, seizure,
         compulsory acquisition, expropriation or nationalization of all or any
         part of the assets of the Loan Parties, or any Equity Interests of any
         Restricted Subsidiary, and such event would reasonably be expected to
         result in a Material Adverse Effect;



                                      118
<PAGE>

                  (p) a Change in Control shall occur;

                  (q) the loss, revocation, termination, non-renewal,
         suspension, voidness, unenforceability, material impairment or
         modification in a manner that is materially adverse to the interests of
         the Loan Parties or any Lender of (i) any Concession or (ii) any other
         Governmental Approval identified on Schedule 3.03; PROVIDED that (i) no
         such suspension shall constitute an Event of Default unless it has
         continued for a period of at least 30 days or results in a Material
         Adverse Effect and (ii) no loss, revocation, termination, non-renewal,
         voidness, unenforceability, material impairment or adverse modification
         of any such Concession or Governmental Approval shall constitute an
         Event of Default if (A) the applicable Loan Party or Loan Parties have,
         within 30 days after such event, renewed or replaced such Concession or
         Governmental Approval on terms and conditions no less favorable to the
         Loan Parties than the terms and conditions of such renewed or replaced
         Concession or Governmental Approval, (B) no Loan Party has been or will
         be required to make any material payment (or, with respect to any
         ongoing periodic payments required under any such Concession or
         Governmental Approval, any payment in a materially larger amount) in
         connection with the acquisition of the renewal or replacement of such
         Concession or Governmental Approval, (C) the renewal or replacement of
         such Concession or Governmental Approval will permit the Project and
         (D) during such 30-day period, such event does not have a Material
         Adverse Effect;

                  (r) the loss, revocation, termination, nonrenewal, suspension,
         voidness, unenforceability, material impairment or modification (other
         than as permitted by Section 6.11) of any Material Contract in a manner
         that would reasonably be expected to result in a Material Adverse
         Effect; PROVIDED that (i) no such suspension shall constitute an Event
         of Default unless it has continued for a period of at least 90 days or
         results in a Material Adverse Effect and (ii) no such loss, revocation,
         termination, nonrenewal, suspension, voidness, unenforceability,
         material impairment or adverse modification shall constitute an Event
         of Default if (A) the applicable Loan Party or Loan Parties have
         executed, within 30 calendar days after such event, an agreement
         replacing such Material Contract on terms and conditions substantially
         as favorable, when taken as a whole, to the Loan Parties as the terms
         and conditions of such replaced Material Contract and (B) such
         replacement Material Contract will permit the Project;

                  (s) in relation to any Supply Contract, (i) any
         Supplier shall terminate its Supply Contract as a result of




                                      119
<PAGE>

         any default or breach by any Loan Party thereunder or (ii) any Loan
         Party shall terminate any Supply Contract; PROVIDED that no such
         termination shall constitute an Event of Default if (A)(1) Holdings has
         executed, within 75 calendar days after such termination, an agreement
         to replace such Supply Contract on terms and conditions (including in
         respect of the scope of equipment supplied, services provided and
         economic terms) not materially less favorable, when taken as a whole,
         to the Loan Parties than the terms and conditions of such replaced
         Supply Contract and (2) such replacement Supply Contract will enable
         the Loan Parties to complete construction, installation, completion and
         operation of the Project; PROVIDED that, notwithstanding whether the
         conditions described in the foregoing clause (A) are satisfied, such
         termination shall constitute an Event of Default unless all of the
         Commitments under the Participating Credit Agreement relating to such
         Supply Contract shall have been replaced on terms (except, in the case
         of any such Indebtedness held by a financial institution that is a
         Non-Vendor Lender, with respect to interest rates and fees applicable
         thereto) substantially the same as those of the Initial Participating
         Credit Agreements or otherwise reasonably satisfactory to the Requisite
         Lenders within 75 calendar days after such termination, or (B) such
         termination would not reasonably be expected to interfere with the Loan
         Parties' ability to complete and operate the Project in accordance with
         the covenants contained in the Loan Documents;

                  (t) any Loan Party or Affiliate of any Loan Party shall fail
         to comply with any of its obligations under any Project Document, or
         any Project Document is terminated or shall become void or
         unenforceable, except where the failure to so comply or such
         termination, voidness or unenforceability, individually or in the
         aggregate, would not be reasonably expected to result in a Material
         Adverse Effect;

                  (u) any Governmental Authority in any Project Country or the
         Netherlands shall (i) declare a moratorium on the payment of external
         debt or take other action that impairs the ability of any Loan Party to
         make any payment when due under any Loan Document or to transfer
         Dollars to the United States or (ii) impose any obligation on any Loan
         Party (in respect of a Concession or otherwise) that is reasonably
         likely to result in a Material Adverse Effect;

                  (v) the Project is at any time wholly or substantially
         abandoned or suspended for a period exceeding 30 days, whether or not
         in stages and whether or not by reason of force majeure beyond the
         control of Holdings or any other Person;



                                      120
<PAGE>

                  (w) any event occurs that would, whether after the passage of
         time or the giving of notice or otherwise, give AT&T the right to
         terminate, revoke or suspend either Brand License Agreement and either
         (i) such event continues unremedied for a period of five consecutive
         Business Days after notice thereof to Holdings and AT&T or (ii) AT&T
         terminates, revokes or suspends either Brand License Agreement or
         exercises other rights or remedies thereunder (other than taking action
         to cause Holdings to comply with the applicable Brand License
         Agreement);

                  (x) the occurrence, since September 30, 2001, of a material
         adverse change in the business, assets, operations, condition
         (financial or otherwise) or prospects of Holdings, the Borrower and the
         Restricted Subsidiaries, taken as a whole;

                  (y) an ERISA Event shall have occurred that, when taken
         together with all other ERISA Events that have occurred, would
         reasonably be expected to result in a Material Adverse Effect; or

                  (z) at any time on or after June 30, 2003, the
         Argentina Payment Condition is not satisfied.

then, and in every such event, and at any time thereafter during the continuance
of such event, the Administrative Agent under each Participating Credit
Agreement may or shall, as the case may be, exercise the remedies set forth in
the applicable Participating Credit Agreement, in addition to any other remedies
permitted under the Loan Documents.

                                  ARTICLE VIII
                                  MISCELLANEOUS

                  SECTION 8.01. NOTICES. All notices and other communications
provided for herein shall be given as provided in Section 11.01 of the
Collateral Agency Agreement.

                  SECTION 8.02. WAIVERS; AMENDMENTS. (a) No failure or delay by
any Agent or any Lender in exercising any right or power hereunder or under any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by any Loan Party therefrom shall in any



                                      121
<PAGE>

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

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by Holdings, the Borrower and the Required Total Lenders;
PROVIDED that:

                  (i) no such agreement shall adversely affect any rights,
         immunities or rights to indemnification of any Agent (in its capacity
         as such) hereunder without the prior written consent of such Agent;

                  (ii) no such agreement shall, without the prior written
         consent of each Lender (or, in the case of clause (B) below, each
         affected Lender), (A) modify any provision of this Agreement (including
         Section 2.02, Section 2.03 or the definition of "Pro Rata Share") in a
         manner that would alter the manner in which reductions of Commitments
         or prepayments of Loans are required to be allocated and shared
         hereunder, (B) modify or waive any condition set forth in Article IV or
         (C) change the definition of "Required Total Lenders", this Section or
         any other provision of this Agreement specifying the identity, number
         or percentage of Lenders required to waive, amend or modify any rights
         thereunder or make any determination, grant any consent or give any
         instructions hereunder;

                  (iii) unless Non-Vendor Lenders hold outstanding Loans and
         Commitments under the Participating Credit Agreements representing more
         than 50% of the sum of all outstanding Loans and Commitments at the
         time, no such agreement shall, without the prior written consent of
         Lenders having outstanding Loans and Commitments under each Material
         Participating Credit Agreement representing more than 50% of the sum of
         the total outstanding Loans and Commitments under each such Material
         Participating Credit Agreement at the time (in addition to the consent
         of the Required Total Lenders and any other consent required under
         clause (i) or (ii) above), (A) modify or waive any provision of this
         Agreement relating to the requirements applicable to the Brazilian
         Debentures or any Brazilian Debenture Refinancing Indebtedness
         (including the terms of the Supplemental Agreement or the definition of
         the term "Brazilian Debentures" or "Brazilian Debenture Refinancing
         Indebtedness" or any definition used therein (to the extent


                                      122
<PAGE>

         affecting such definition)), (B) modify or waive any provision of this
         Agreement (including any definition) in a manner that would have the
         effect of reducing, postponing or excusing any mandatory prepayment of
         Loans or reduction of Commitments that otherwise would be due
         hereunder, other than a modification or waiver that would reduce any
         such prepayment or reduction by an amount not exceeding 10% of the
         amount that would have been required without giving effect to any
         previous modification or waiver of this Agreement, (C) modify or waive
         any provision of Section 5.20 or Section 5.21 (or any definition used
         in any such provision, to the extent affecting such provision), (D)
         modify or waive any provision of this Agreement (including any
         definition) in a manner that would have the effect of increasing the
         maximum amount (other than with respect to the $50,000,000 limit on
         Permitted Senior Secured Indebtedness committed or arranged by any of
         the Suppliers) of Loans, Other Senior Secured Indebtedness and
         unsecured Indebtedness incurred to finance the construction or
         acquisition of the OSS permitted by clause (a) of Section 6.01 on the
         date of execution of this Agreement, (E) modify or waive any provision
         of Section 6.04 or any definition used therein (to the extent affecting
         such Section), except that (1) the conditions and criteria applicable
         to Permitted Business Acquisitions may be modified or waived, other
         than with respect to any modification or waiver of clause (v) of the
         proviso to the definition of the term "Permitted Business Acquisition",
         which may only be modified or waived to the extent that clause (F)
         below would permit modification or waiver of the corresponding
         covenants referred to in such clause (v) and (2) clause (iii) of
         Section 6.04(b) may be amended or waived to increase the dollar amount
         of asset sales, transfers and other dispositions permitted thereunder
         by up to $40,000,000 in the aggregate (it being understood that any
         modification or waiver relating to the treatment of the Net Proceeds
         from any such sale, transfer or disposition shall be subject to the
         consent requirement of clause (B) above)), (F) modify or waive any
         provision of Section 6.15, 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.22,
         6.23 or 6.24 or any definition used therein (to the extent affecting
         such provision), unless, after giving effect thereto, the provisions of
         each such Section would be at least as restrictive as required by
         Schedule 8.02, or (G) waive any Default relating to any of the
         provisions referred to in clauses (A) through (F) above or under clause
         (c), (o), (p), (s), (u), (v) or (w) of Section 7.01, or modify any such
         clause or any definition used therein (to the extent affecting any such
         clause); and

                  (iv) notwithstanding the foregoing provisions of this Section,
         at any time that there are at least two Non-Vendor Lenders (that are
         not Affiliates of each other) and the




                                      123
<PAGE>

         total amount of outstanding Loans and Commitments under the
         Participating Credit Agreements held by Non-Vendor Lenders exceeds
         $50,000,000, the maximum amount of Loans, Other Senior Secured
         Indebtedness and unsecured Indebtedness incurred to finance the
         construction or acquisition of the OSS permitted by clause (a) of
         Section 6.01 may be amended with the prior written consent of
         Non-Vendor Lenders holding Loans and Commitments under the
         Participating Credit Agreements representing more than 50% of the sum
         of all outstanding Loans and Commitments held by Non-Vendor Lenders at
         the time (without the consent of any Vendor Lenders).

                  SECTION 8.03. EXPENSES; INDEMNITY; DAMAGE WAIVER. (a) Holdings
and the Borrower jointly and severally agree to pay (i) all reasonable,
evidenced out-of-pocket expenses incurred by each of the Initial Lenders, the
Agents and the Local Financing Bank, including the reasonable fees, charges and
disbursements of counsel for each of the Initial Lenders, the Agents and the
Local Financing Bank, in connection with the preparation, execution, delivery
and administration of the Loan Documents or any amendments, modifications or
waivers thereof (whether or not the transactions contemplated hereby are
consummated); PROVIDED that (A) except to the extent otherwise agreed to in
writing by Holdings or the Borrower, for the purposes of this clause (i) only,
such counsel for the Initial Lenders (and the Agents that are Initial Lenders)
shall be limited to one firm of common counsel to the Initial Lenders (and the
Agents that are Initial Lenders) in each of the United States, the Netherlands
and each Project Country and (B) Holdings and the Borrower shall not be required
to pay (1) any arranger, financial advisory or consulting fees and expenses
incurred by the Suppliers, the Lenders, any Agent and any Local Financing Bank,
or their affiliates, or advisors or consultants retained by them and (2) the
costs of any export-import agency financing arrangements obtained by any Lender,
(ii) all out-of-pocket costs and expenses, including lien search and filing
fees, and other taxes and registration fees necessary in order to satisfy the
Collateral and Guarantee Requirement and (iii) all out-of-pocket expenses
incurred by any Agent, any Lender or the Local Financing Bank, including the
reasonable fees, charges and disbursements of any counsel for any Agent, any
Lender or the Local Financing Bank, in connection with the enforcement or
protection of its rights in connection with the Loan Documents, including its
rights under this Section, or in connection with the Loans or Local Financing
Loans, including all such costs and expenses incurred during any workout,
restructuring or similar negotiations in respect of such Loans or Local
Financing Loans.

                  (b) Holdings and the Borrower jointly and severally agree to
indemnify each Agent, each Lender and the Local Financing Bank, and each Related
Party of any of the foregoing Persons (each such Person being called an
"INDEMNITEE") against,




                                      124
<PAGE>

and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any other agreement or instrument
contemplated hereby, the performance by the parties to the Loan Documents of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Commitment or Loan or
the use of the proceeds therefrom, (iii) any actual or alleged presence or
release of Hazardous Materials on or from any Mortgaged Property or any other
property at any time owned or operated by any Loan Party or at which any
Collateral is located or any Environmental Liability related in any way to any
Loan Party, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto;
PROVIDED that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
have resulted from the gross negligence or wilful misconduct of such Indemnitee
or any of its Related Parties.

                  (c) To the extent permitted by applicable law, neither the
Borrower nor Holdings shall assert, and each hereby waives, any claim against
any Indemnitee, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby, the Transactions, any Loan or
the use of the proceeds thereof; PROVIDED that the provisions of this paragraph
(c) shall not be construed to apply to any rights that the Borrower or Holdings
may have against any Supplier under its Supply Contract (which shall be governed
by such Supply Contract).

                  (d) All amounts due under this Section shall be payable on
demand.

                  SECTION 8.04. SUCCESSORS AND ASSIGNS. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that
neither the Borrower nor Holdings may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower or Holdings without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Related




                                      125
<PAGE>

Parties of each of the Agents and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.

                  (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under its Participating Credit Agreement
and the other Loan Documents in accordance with such Participating Credit
Agreement.

                  SECTION 8.05. SURVIVAL. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that any Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended under any Loan Document, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under any Participating Credit Agreement is
outstanding and unpaid and so long as the Commitments have not expired or
terminated. The provisions of Section 8.03 shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the
Commitments or the termination of this Agreement or any provision hereof.

                  SECTION 8.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to the
Borrower's and other Persons' agreement to cooperate with respect to marketing,
selling or syndicating Loans and Commitments or with respect to fees payable to
the Initial Lenders or any Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. This Agreement shall become effective when it shall have been executed
by the Administrative Agents and when the Administrative Agents shall have
received counterparts hereof which, when taken together, bear the signatures of
each of the other parties hereto (other than the Collateral Agent), and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. It is understood and agreed that
execution and delivery of this Agreement by the



                                      126
<PAGE>

Collateral Agent shall not be required in order for this Agreement to become
effective and binding on the other parties hereto, but shall be a condition to
the Effective Date. Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 8.07. SEVERABILITY. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

                  SECTION 8.08. RIGHT OF SETOFF. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower or Holdings against any of and all the obligations of the
Borrower or Holdings now or hereafter existing under the Loan Documents held by
such Lender, irrespective of whether or not such Lender shall have made any
demand under the Loan Documents and although such obligations may be unmatured.
The rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.

                  SECTION 8.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE
OF PROCESS. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                  (b) Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. To the extent permitted



                                      127
<PAGE>

by law, each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that
any Agent or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against the Borrower or
Holdings or its properties in the courts of any jurisdiction.

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

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 8.01. Each of
Holdings and the Borrower hereby irrevocably designates, appoints and empowers
CT Corporation System, with offices on the date hereof at 111 Eighth Avenue,
13th Floor, New York, New York 10011, as its designee, appointee and agent to
receive and accept for and on its behalf, and in respect of its property,
service of any and all legal process, summons, notices and documents which may
be served in any action or proceeding described in paragraph (b) above. If for
any reason such designee, appointee and agent shall cease to act as such, each
of Holdings and the Borrower agrees to designate a new designee, appointee and
agent in New York City on the terms and for the purposes of this provision
reasonably satisfactory to the Administrative Agents. Nothing in this Agreement
or any other Loan Document will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

                  SECTION 8.10. WAIVERS. (a) WAIVER OF JURY TRIAL. EACH PARTY
HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS


                                      128
<PAGE>

AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.

                  (b) WAIVER OF SOVEREIGN IMMUNITY. TO THE EXTENT THAT ANY LOAN
PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS, SUCH LOAN PARTY HEREBY WAIVES SUCH IMMUNITY AND
AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH
SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF THE COURTS NAMED IN SECTION 8.09(b), THAT IT IS IMMUNE FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF
OR ITS PROPERTY, OR ATTACHMENT EITHER PRIOR TO JUDGMENT OR IN AID OF EXECUTION,
BY REASON OF SOVEREIGN IMMUNITY, OR OTHERWISE, THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY
SUCH COURTS.

                  SECTION 8.11. HEADINGS. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

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



                                      129
<PAGE>

than any such information that is publicly available or available to any Agent
or any Lender on a nonconfidential basis prior to disclosure by any Loan Party.
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

                  SECTION 8.13. DESIGNATION OF UNRESTRICTED SUBSIDIARIES. The
Board of Directors of Holdings may designate any Subsidiary that is not a Loan
Party (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary if (a) such Subsidiary does not own any Equity Interests
of, and does not own or hold any Lien on any property of, any Loan Party, (b)
such Subsidiary does not own or lease any Network Infrastructure, (c) such
Subsidiary is not party to any material agreement, contract, arrangement or
understanding with Holdings or any Restricted Subsidiary unless the terms of any
such agreement, contract, arrangement or understanding are no less favorable to
Holdings or such Restricted Subsidiary than those that might be obtained at the
time in an arm's-length transaction with Persons who are not Affiliates of
Holdings, (d) neither Holdings nor any Restricted Subsidiary has any direct or
indirect obligation to subscribe for additional Equity Interests in such
Subsidiary or to maintain or preserve such Subsidiary's financial condition or
to cause such Subsidiary to achieve any specified levels of operating results,
(e) such Subsidiary has at least one director on its board of directors that is
not a director or executive officer of Holdings or any Restricted Subsidiary and
at least one executive officer that is not a director or executive officer of
Holdings or any Restricted Subsidiary, (f) such Subsidiary does not hold any
Concession or other Governmental Approval relating to the Project, (g) no Loan
Party has Guaranteed any Indebtedness of such Subsidiary outstanding at the time
of such designation, (h) such Subsidiary does not have any Indebtedness
outstanding if the occurrence of a default thereunder, after the giving of
notice, lapse of time or otherwise, or the exercise of remedies with respect
thereto would result in a default under any Indebtedness of any Loan Party or
otherwise permit, after the giving of notice, lapse of time or otherwise, any
holder of any Indebtedness of any Loan Party to accelerate the maturity of such
Indebtedness and (i) after giving effect to such designation Holdings, the
Borrower and the Restricted Subsidiaries will be in compliance with the
provisions of Section 6.04. For the purposes of determining compliance with
clause (i) of the previous sentence, all investments made by Holdings or any
Restricted Subsidiary in a Subsidiary on or prior to the date that such
Subsidiary is designated an Unrestricted Subsidiary shall be deemed to be made
on the date of such designation. The Board of Directors of Holdings may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary;



                                      130
<PAGE>

PROVIDED that (a) Holdings is in compliance on a pro forma basis after giving
effect to such designation, with the covenants contained in Sections 6.15
through 6.24 recomputed as at the last day of the most recently ended fiscal
quarter of Holdings for which financial statements are available, as if such
designation had occurred on the first day of each relevant period for testing
such compliance and (b) immediately after giving effect to such designation, no
Default shall have occurred and be continuing. Any designation permitted under
this Section shall be evidenced to the Agents by delivering to each of them a
certified copy of the resolution of the Board of Directors of Holdings giving
effect to such designation and a certificate of a Financial Officer certifying
that such designation complies with the foregoing conditions.

                  SECTION 8.14. INTEREST RATE LIMITATION. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts that are treated as
interest on such Loan under applicable law (collectively the "CHARGES"), shall
exceed the maximum lawful rate (the "MAXIMUM RATE") that may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

                  SECTION 8.15. JUDGMENT CURRENCY. (a) The obligations of
Holdings and the Borrower hereunder and each Loan Parties' obligations under the
other Loan Documents to make payments in Dollars (the "OBLIGATION CURRENCY")
shall not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any currency other than the Obligation
Currency, except to the extent that such tender or recovery results in the
effective receipt by the applicable Agent or Lender of the full amount of the
Obligation Currency expressed to be payable to such Agent or Lender under this
Agreement or the other Loan Documents. If, for the purpose of obtaining or
enforcing judgment against the Borrower or any other Loan Party in any court or
in any jurisdiction, it becomes necessary to convert into or from any currency
other than the Obligation Currency (such other currency being hereinafter
referred to as the "JUDGMENT CURRENCY") an amount due in the Obligation
Currency, the conversion shall be made, at the rate of exchange



                                      131
<PAGE>

(as quoted by the applicable Administrative Agent or, if such Administrative
Agent does not quote a rate of exchange on such currency, by a known dealer in
such currency designated by such Administrative Agent) determined, in each case,
as of the date immediately preceding the day on which the judgment is given
(such Business Day being hereinafter referred to as the "JUDGMENT CURRENCY
CONVERSION DATE").

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

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

                  SECTION 8.16. CHILEAN REORGANIZATION. Each of the Initial
Lenders under the Initial Participating Credit Agreements has acknowledged that
Holdings may cause a reorganization (the "CHILEAN REORGANIZATION") of AT&T Chile
Holding S.A. pursuant to which AT&T Chile Holding S.A. will be converted from a
corporation to a limited liability partnership. In the event that the Chilean
Reorganization requires amendments to the Loan Documents, the Initial Lenders to
the Initial Participating Credit Agreements will negotiate in good faith with
Holdings in respect of such amendments, subject to their satisfaction that the
Chilean Reorganization will not impair their collateral position in any material
respect. Holdings has acknowledged that in order to ensure that the Chilean
Reorganization does not impair the collateral position of the Lenders, it may be
necessary to covenant that the entity that results from the Chilean
Reorganization will remain a holding company with no assets or business other
than owning the shares of its subsidiaries, all of which shares shall be pledged
under the Security Documents.

                  SECTION 8.17. ACKNOWLEDGMENT. The parties acknowledge that the
following events (the "DESIGNATED EVENTS") relating to Argentina have occurred
during the period between the Closing Date and the Effective Date: (a) the
decision, announced December 24, 2001, of President Adolfo Rodriguez Saa to
suspend payments of Argentine external debt, (b) the abrogation of




                                      132
<PAGE>

Convertibility Law No. 23,928 pursuant to Law No. 25,561 dated January 6, 2002,
(c) the suspension of foreclosure proceedings for 180 days as provided by Law
No. 25,563 dated February 14, 2002, (d) the creation of a single foreign
exchange market as provided by Argentine Executive Power of Decree 260/2002
dated February 8, 2002, (e) the requirement that until May 1, 2002 certain
transfers of Dollars outside Argentina for purposes of making principal payments
under financial obligations be approved in advance by the Central Bank of
Argentina as provided by Communication "A" 3471 by the Central Bank dated
February 8, 2002, (f) the conversion of payment obligations of customers of the
Argentine Operating Subsidiary from Dollars into Argentine Pesos as provided by
Argentine Executive Power of Decree 214/2002 dated February 3, 2002, (g) the
requirement that, from March 25, 2002 onwards, transfers of Dollars outside
Argentina for the purposes of making principal and interest payments under
financial obligations be approved in advance by the Central Bank of Argentina,
as provided by Communication "A" 3537 by the Central Bank of Argentina dated
March 25,2002; PROVIDED that any action taken after the Effective Date pursuant
to any decisions, moratoriums, laws, decrees, rules or regulations listed in the
foregoing clauses (a) through (f) that is not expressly referred to herein shall
not constitute a Designated Event. The parties acknowledge and agree that,
subject to the following paragraph, the Designated Events shall not be deemed to
(a) constitute a default under clause (m), (n), (u) or (x) of Section 7.01, (b)
render untrue or incorrect any of the representations and warranties made
pursuant to Article III or (c) constitute a Material Adverse Effect.

                  Notwithstanding the foregoing, if, after March 25, 2002,
events, circumstances or changes in Argentina occur (whether resulting from the
Designated Events or not, and whether individually or together with one or more
Designated Events or other events, circumstances or changes) which cause a
further deterioration or escalation in the economic or political situation in
Argentina, nothing in this Section shall be construed as a waiver of any rights
or powers of the Agents or the Lenders under this Agreement or under any other
Loan Document, or be construed as an acknowledgment that a Default does not
result from such deterioration or escalation, or that a representation and
warranty is not rendered untrue or incorrect as a result of such deterioration
or escalation, or that a Material Adverse Effect does not result from such
deterioration or escalation.

                  SECTION 8.18. AMENDMENT AND RESTATEMENT. This Agreement was
initially executed by the parties hereto (other than the Collateral Agent) as of
December 21, 2001, and has been amended and restated in the form hereof as of
March 25, 2002. All references in this Agreement to "the date hereof" shall,
unless the context clearly requires otherwise, be deemed to be references to the
Closing Date.



                                      133
<PAGE>



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

                                   AT&T LATIN AMERICA CORP.,

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


                                   LATIN AMERICAN EQUIPMENT FINANCE
                                   B.V.,

                                     by:        MEESPIERSON TRUST B.V., as
                                                its Managing Director,

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

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


                                   ABN AMRO TRUSTEES LIMITED, as
                                   Collateral and Intercreditor Agent,

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


                                   BANKERS TRUST COMPANY,
                                   as Administrative Agent under each
                                   Initial Participating Credit
                                   Agreement,

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

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




                                      134