<PAGE>
                                                          Exhibit 10(r)
                                                          Form 10-K for 1995
                                                          File No. 1-11237 

                                 $1,500,000,000



                                CREDIT AGREEMENT


                                   dated as of


                                  June 30, 1995


                                      among


                            AT&T Capital Corporation


                             The Banks Listed Herein


                                       and


                   Morgan Guaranty Trust Company of New York,
                                    as Agent



                                       




<PAGE>
<PAGE>




                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                  Page
                                    ARTICLE I
                                   DEFINITIONS


<S>                  <C>                                                          <C>
SECTION     1.01     Definitions................................................    1
            1.02     Accounting Terms and Determinations........................   12
            1.03     Types of Borrowings........................................   13
            1.04     Basis for Ratings..........................................   13


                                   ARTICLE II
                                   THE CREDITS


SECTION     2.01     Commitments to Lend........................................   13
            2.02     Notice of Committed Borrowing..............................   14
            2.03     Money Market Borrowings....................................   14
            2.04     Notice to Banks; Funding of Loans..........................   18
            2.05     Notes......................................................   19
            2.06     Maturity of Loans; Termination of
                       Commitments..............................................   20
            2.07     Interest Rates.............................................   20
            2.08     Facility Fees..............................................   24
            2.09     Optional Termination or
                       Reduction of Commitments.................................   24
            2.10     Method of Electing Interest Rates..........................   24
            2.11     Optional Prepayments.......................................   26
            2.12     General Provisions as to Payments..........................   27
            2.13     Funding Losses.............................................   28
            2.14     Computation of Interest and Fees...........................   28
            2.15     Regulation D Compensation..................................   29


                                   ARTICLE III
                                   CONDITIONS


SECTION     3.01     Effectiveness. . . ........................................   29
            3.02     Borrowings.................................................   30
</TABLE>

--------
*The Table of Contents is not a part of this Agreement.

                                       


                                        i


<PAGE>
<PAGE>



<TABLE>
<CAPTION>
                                                                                  Page
                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES


<S>                  <C>                                                           <C>
SECTION     4.01     Corporate Existence and Power..............................   30
            4.02     Corporate and Governmental
                       Authorization; No Contravention..........................   30
            4.03     Binding Effect.............................................   30
            4.04     Financial Information......................................   32
            4.05     Litigation.................................................   32
            4.06     Subsidiaries...............................................   33
            4.07     Not an Investment Company..................................   33
            4.08     Full Disclosure............................................   33


                                    ARTICLE V
                                    COVENANTS


SECTION     5.01     Information................................................   33
            5.02     Maintenance of Existence...................................   34
            5.03     Fixed Charge Coverage......................................   34
            5.04     Debt.......................................................   35
            5.05     Limitation on Secured Debt.................................   35
            5.06     Consolidations, Mergers and
                       Sales of Assets..........................................   37
            5.07     Use of Proceeds............................................   38


                                   ARTICLE VI
                                    DEFAULTS


SECTION     6.01     Events of Default..........................................   38
            6.02     Notice of Default..........................................   40
            6.03     Rescission.................................................   40


                                   ARTICLE VII
                                    THE AGENT


SECTION     7.01     Appointment and Authorization..............................   41
            7.02     Agent and Affiliates.......................................   41
            7.03     Action by Agent............................................   41
            7.04     Consultation with Experts..................................   41
            7.05     Liability of Agent.........................................   41
            7.06     Indemnification............................................   42

</TABLE>

                                       ii


<PAGE>
<PAGE>



<TABLE>
<CAPTION>
                                                                                  Page

<S>                  <C>                                                           <C>
            7.07     Credit Decision............................................   42
            7.08     Successor Agent............................................   42
            7.09     Agent's Fee................................................   43


                                  ARTICLE VIII
                             CHANGE IN CIRCUMSTANCES


SECTION     8.01  Basis for Determining Interest
                       Rate Inadequate or Unfair................................   43
            8.02  Illegality....................................................   44
            8.03  Increased Cost and Reduced Return.............................   44
            8.04     Taxes......................................................   46
            8.05     Base Rate Loans Substituted for
                       Affected Fixed Rate Loans................................   49
            8.06     Substitution of Bank.......................................   49
            8.07     Compensation...............................................   50


                                   ARTICLE IX
                                  MISCELLANEOUS


SECTION     9.01     Notices....................................................   50
            9.02     No Waivers.................................................   51
            9.03     Expenses; Indemnification..................................   51
            9.04     Sharing of Set-Offs........................................   51
            9.05     Amendments and Waivers.....................................   52
            9.06     Successors and Assigns.....................................   52
            9.07     Collateral.................................................   54
            9.08     Governing Law; Submission to Juris-
                       diction..................................................   54
            9.09     Counterparts; Integration..................................   55
            9.10     WAIVER OF JURY TRIAL.......................................   55
            9.11     Confidentiality............................................   55


Exhibit A -   Note

Exhibit B -   Money Market Quote Request

Exhibit C -   Invitation for Money Market Quotes

Exhibit D -   Money Market Quote

</TABLE>

                                       


                                       iii


<PAGE>
<PAGE>


<TABLE>
<CAPTION>
                                                                                  Page

<S>           <C>                                                                 <C>
Exhibit E -   Opinion of Counsel for the Borrower

Exhibit F -   Opinion of Special Counsel for the
                Agent

Exhibit G -   Assignment and Assumption Agreement

</TABLE>

                                       


                                       iv


<PAGE>
<PAGE>




                                CREDIT AGREEMENT



               AGREEMENT dated as of June 30, 1995 among AT&T CAPITAL
CORPORATION, the BANKS party hereto and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Agent.

                              W I T N E S S E T H :

               WHEREAS, the Borrower (as defined below) has heretofore entered
into a $1,500,000,000 Credit Agreement dated as of July 11, 1994 with the banks
listed on the signature pages thereof and Morgan Guaranty Trust Company of New
York, as agent for such banks (the "Existing Credit Agreement"); and

               WHEREAS, the Borrower wishes to enter into this
Agreement to replace the Existing Credit Agreement; and

               WHEREAS, upon the effectiveness of this Agreement in accordance
with Section 3.01, the Existing Credit Agreement shall terminate;

               NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS


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

               "Absolute Rate Auction" means a solicitation of
Money Market Quotes setting forth Money Market Absolute
Rates pursuant to Section 2.03.

               "Accounts Receivable" shall mean (i) any accounts receivable
(whether or not earned by performance), chattel paper, instruments, documents,
general intangibles, trade acceptances, any other rights to receive installment,
rental or other payments for, or relating to amounts due or to become due on
account of equipment or goods sold or leased or to be sold or leased or services
rendered or to be rendered or funds advanced or loaned or to be advanced or
loaned and other rights to payment of any kind, (ii) any proceeds of any of the
foregoing and (iii) any interest in


<PAGE>
<PAGE>


any property or asset of any kind (whether of the obligor under such Accounts
Receivable or any other Person) securing the payment of any item listed in
clause (i) hereof.

               "Adjusted CD Rate" has the meaning set forth in Section 2.07(b).

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

               "Agent" means Morgan Guaranty Trust Company of New York in its
capacity as agent for the Banks hereunder, and its successors in such capacity.

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

               "Applicable Margin" has the meaning set forth in Section 2.07(h).

               "Assessment Rate" has the meaning set forth in Section 2.07(b).

               "Asset Drop-Down" has the meaning set forth in Section 5.06.

               "Assignee" has the meaning set forth in Section 9.06(c).

               "AT&T" means American Telephone and Telegraph Company, a New York
corporation, and its successors.

               "Bank" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 9.06(c), and their respective
successors.

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

               "Base Rate Loan" means (i) a Committed Loan which bears interest
at the Base Rate pursuant to the applicable Notice of Committed Borrowing or
Notice of Interest Rate Election or the provisions of Article VIII or (ii) an

                                       2

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<PAGE>

overdue amount which was a Base Rate Loan immediately before it became overdue.

"Borrower" means AT&T Capital Corporation, a Delaware corporation, and its
successors.

               "Borrower's 1994 Form 10-K" means the Borrower's annual report on
Form 10-K for 1994, as filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934.

               "Borrower's Latest Form 10-Q" means the Borrower's quarterly
report on Form 10-Q for the quarter ended March 31, 1995, as filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934.

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

               "CD Base Rate" has the meaning set forth in Section 2.07(b).

               "CD Loan" means (i) a Committed Loan which bears interest at a CD
Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or (ii) an overdue amount which was a CD Loan immediately
before it became overdue.

               "CD Rate" means a rate of interest determined pursuant to Section
2.07(b) on the basis of an Adjusted CD Rate.

               "CD Reference Banks" means Chemical Bank, Citibank, N.A. and
Morgan Guaranty Trust Company of New York.

               "Commitment" means, with respect to each Bank, the amount set
forth opposite the name of such Bank on the signature pages hereof, as such
amount may be reduced from time to time pursuant to Section 2.09 or changed
pursuant to Section 9.06(c).

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

                                       3


<PAGE>
<PAGE>


               "Consolidated Debt" means at any date the Debt of the Borrower
and its Consolidated Subsidiaries, determined on a consolidated basis as of such
date.

               "Consolidated EBIT" means, for any period, the sum of (i) the
consolidated net income from continuing operations of the Borrower and its
Consolidated Subsidiaries for such period before extraordinary items and without
giving effect to unusual non-recurring events plus (ii) to the extent deducted
in determining such consolidated net income from continuing operations, the sum
of Consolidated Interest Expense and the provision for income tax for such
period.

               "Consolidated Interest Expense" means, for any period, the
interest expense of the Borrower and its Consolidated Subsidiaries determined on
a consolidated basis for such period.

               "Consolidated Net Tangible Assets" means, at the date of any
determination, the total assets appearing on the consolidated balance sheet of
the Borrower and its Restricted Subsidiaries as at the end of the most recent
fiscal quarter of the Borrower for which such balance sheet is available,
prepared in accordance with generally accepted accounting principles, less (a)
all current liabilities (obligations whose liquidation is reasonably expected to
occur within twelve months), (b) investments in and advances to Subsidiaries of
the Borrower other than Restricted Subsidiaries or other entities accounted for
on the equity method of accounting, and (c) Intangible Assets.

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

               "Consolidated Tangible Net Worth" means, at any date, the
consolidated stockholders' equity of the Borrower and its Consolidated
Subsidiaries less Intangible Assets, all determined as of such date.

               "Debt" of any Person means at any date, without duplication, (i)
all obligations of such Person for borrowed money and (ii) all obligations of
others for borrowed money guaranteed by such Person; provided, however, that any
recourse provided by any Person in connection with any sale, transfer or other
disposition by such Person of Accounts Receivable or of any subsidiary of such
Person substantially all the assets of which are Accounts Receivable which
                                       4


<PAGE>
<PAGE>

constitutes a "sale" under generally accepted accounting principles (as in
effect at the time of such sale, transfer or other disposition) shall not, in
any event, constitute Debt.

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

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

               "Domestic Lending Office" means, as to each Bank, its office
located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office)
or such other office as such Bank may hereafter designate as its Domestic
Lending Office by notice to the Borrower and the Agent; provided that any Bank
may so designate separate Domestic Lending Offices for its Base Rate Loans, on
the one hand, and its CD Loans, on the other hand, in which case all references
herein to the Domestic Lending Office of such Bank shall be deemed to refer to
either or both of such offices, as the context may require.

               "Domestic Loans" means CD Loans or Base Rate Loans or both.

               "Domestic Reserve Percentage" has the meaning set forth in
Section 2.07(b).

               "Drop-Down Subsidiary" has the meaning set forth in Section 5.06.

               "Effective Date" means the date this Agreement becomes effective
in accordance with Section 3.01.

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

               "Euro-Dollar Lending Office" means, as to each Bank, its office,
branch or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its 
 
                                      5

<PAGE>
<PAGE>


Euro-Dollar Lending Office by notice to the Borrower and the Agent.

               "Euro-Dollar Loan" means (i) a Committed Loan which bears
interest at a Euro-Dollar Rate pursuant to the applicable Notice of Committed
Borrowing or Notice of Interest Rate Election or (ii) an overdue amount which
was a Euro-Dollar Loan immediately before it became overdue.

               "Euro-Dollar Rate" means a rate of interest determined pursuant
to Section 2.07(c) on the basis of a London Interbank Offered Rate.

               "Euro-Dollar Reference Banks" means the principal London offices
of The Fuji Bank, Limited, Royal Bank of Canada and Morgan Guaranty Trust
Company of New York.

               "Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
dollars in respect of "Eurocurrency liabilities" (or in respect of any other
category of liabilities which includes deposits by reference to which the
interest rate on Euro-Dollar Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United States office of
any Bank to United States residents).

               "Event of Default" has the meaning set forth in Section 6.01.

               "Existing Credit Agreement" has the meaning set forth in the
recitals hereto.

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

                                       6

<PAGE>
<PAGE>

Trust Company of New York on such day on such transactions as determined by the
Agent.

               "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or Money
Market Loans (excluding Money Market LIBOR Loans bearing interest at the Base
Rate pursuant to Section 8.01(a)) or any combination of the foregoing.

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

               "Indemnitee" has the meaning set forth in Section 9.03(b).

               "Intangible Assets" means the value (net of any applicable
reserves), as shown on or reflected in the Borrower's balance sheet, of: (i) all
trade names, trademarks, licenses, patents, copyrights and goodwill; (ii)
organization and development costs; (iii) deferred charges (other than prepaid
items such as insurance, taxes, interest, commissions, rents and similar items
and tangible assets being amortized); and (iv) unamortized debt discount and
expense, less unamortized premium.

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

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

               (b) any Interest Period which begins on the last Euro-Dollar
        Business Day of a calendar month (or on a day for which there is no
        numerically corresponding day

                                       7


<PAGE>
<PAGE>

        in the calendar month at the end of such Interest Period) shall, subject
        to clause (c) below, end on the last Euro-Dollar Business Day of a
        calendar month; and

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

(2) with respect to each CD Loan, a period commencing on the date of borrowing
specified in the applicable Notice of Borrowing or on the date specified in the
applicable Notice of Interest Rate Election and ending 30, 60, 90 or 180 days
thereafter, as the Borrower may elect in the applicable notice; provided that:

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

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

(3) with respect to each Money Market LIBOR Loan, the period commencing on the
date of borrowing specified in the applicable Notice of Borrowing and ending
such whole number of months thereafter as the Borrower may elect in accordance
with Section 2.03; provided that:

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

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

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

(4) with respect to each Money Market Absolute Rate Loan, the period commencing
on the date of borrowing specified in


                                       8

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<PAGE>

the applicable Notice of Borrowing and ending such number of days thereafter
(but not less than 14 days) as the Borrower may elect in accordance with Section
2.03; provided that:

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

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

               "Internal Revenue Code" means the Internal Revenue Code of 1986,
as amended, or any successor statute.

               "Level I Status" exists at any date if, at such date, both (i)
the Borrower's outstanding senior unsecured long-term debt is rated both A+ or
higher by S&P and A1 or higher by Moody's and (ii) the Borrower's commercial
paper is rated both A1 or higher by S&P and P1 by Moody's.

               "Level II Status" exists at any date if, at such date, (a) both
(i) the Borrower's outstanding senior unsecured long-term debt is rated both A-
or higher by S&P and A3 or higher by Moody's and (ii) the Borrower's commercial
paper is rated both A1 or higher by S&P and P1 by Moody's and (b) Level I Status
does not exist at such date.

               "Level III Status" exists at any date if, at such date, (a) both
(i) the Borrower's outstanding senior unsecured long-term debt is rated both
BBB- or higher by S&P and Baa3 or higher by Moody's and (ii) the Borrower's
commercial paper is rated both A2 or higher by S&P and P2 or higher by Moody's
and (b) neither Level I Status nor Level II Status exists at such date.

               "Level IV Status" exists at any date if, at such date, neither
Level I Status, Level II Status nor Level III Status exists.

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

               "Lien" means any mortgage, pledge, security interest or lien.

               "Loan" means a Domestic Loan or a Euro-Dollar Loan or a Money
Market Loan and "Loans" means Domestic Loans or


                                       9

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<PAGE>


Euro-Dollar Loans or Money Market Loans or any combination of the foregoing.

               "London Interbank Offered Rate" has the meaning set forth in
Section 2.07(c).

               "Material Adverse Effect" means a material adverse effect on the
consolidated financial position of the Borrower and its subsidiaries.

               "Money Market Absolute Rate" has the meaning set forth in Section
2.03(d).

               "Money Market Absolute Rate Loan" means a loan made or to be made
by a Bank pursuant to an Absolute Rate Auction.

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

               "Money Market LIBOR Loan" means a loan made or to be made by a
Bank pursuant to a LIBOR Auction (including such a loan bearing interest at the
Base Rate pursuant to Section 8.01(a)).

               "Money Market Loan" means a Money Market LIBOR Loan or a Money
Market Absolute Rate Loan.

               "Money Market Margin" has the meaning set forth in Section
2.03(d).

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

               "Moody's" means Moody's Investors Service, Inc. or any successor
rating agency acceptable to the Agent and the Borrower.

               "Non-Recourse Debt" of the Borrower or any Restricted Subsidiary
means any indebtedness for borrowed money of the Borrower or any Restricted
Subsidiary, as the


                                       10

<PAGE>
<PAGE>

case may be, which is secured by any Lien on or payable solely from the income
and proceeds of any property (including, without limiting the generality of such
term, any intangible assets), shares of stock, other equity interests or debt of
the Borrower or such Restricted Subsidiary, as the case may be, and which is not
a general obligation of the Borrower or such Restricted Subsidiary, as the case
may be.

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

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

               "Notice of Interest Rate Election" has the meaning set forth in
Section 2.10.

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

               "Participant" has the meaning set forth in Section 9.06(b).

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

               "Prime Rate" means the rate of interest publicly announced by
Morgan Guaranty Trust Company of New York in New York City from time to time as
its Prime Rate.

               "Quarterly Date" means the last Euro-Dollar Business Day of each
March, June, September and December.

               "Reference Banks" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "Reference Bank" means any one
of such Reference Banks.

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

               "Required Banks" means at any time Banks having at least 51% of
the aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes


                                       11

<PAGE>
<PAGE>

evidencing at least 51% of the aggregate unpaid principal amount of the Loans.

               "Restricted Subsidiary" means each Subsidiary of the Borrower
organized under the laws of any State of the United States or the District of
Columbia no substantial portion of the business of which is carried on outside
of the United States; provided that each Drop-Down Subsidiary (as defined in
Section 5.06) shall be a Restricted Subsidiary.

               "S&P" means Standard & Poor's Ratings Group or any successor
rating agency acceptable to the Agent and the Borrower.

               "Status" means, at any date, whichever of Level I Status, Level
II Status, Level III Status or Level IV Status exists at such date.

               "Subsidiary" means any corporation or other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned by the Borrower (or, if such term
is used with reference to any other Person, by such other Person).

               "Termination Date" means June 28, 1996, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

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

               "Wholly-Owned Restricted Subsidiary" means any Restricted
Subsidiary all of the shares of capital stock or other ownership interests of
which (except directors' qualifying shares) are at the time directly or
indirectly owned by the Borrower.

               SECTION 1.02. Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with United States generally accepted accounting principles as in
effect from time to time, applied on a basis consistent (except for changes made
in consultation with the Borrower's independent public accountants) with the
most recent audited consolidated


                                       12

<PAGE>
<PAGE>


financial statements of the Borrower and its subsidiaries delivered to the
Banks; provided that, if the Borrower notifies the Agent that the Borrower
wishes to amend any covenant in Article V to eliminate the effect of any change
in generally accepted accounting principles on the operation of such covenant
(or if the Agent notifies the Borrower that the Required Banks wish to amend
Article V for such purpose), then the Borrower's compliance with such covenant
shall be determined on the basis of generally accepted accounting principles in
effect immediately before the relevant change in generally accepted accounting
principles became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Borrower and the Required
Banks.

               SECTION 1.03. Types of Borrowings. The term "Borrowing" denotes
the aggregation of Loans of one or more Banks to be made to the Borrower
pursuant to Article II on the same date, all of which Loans are of the same type
(subject to Article VIII) and, except in the case of Base Rate Loans, have the
same Interest Period or initial Interest Period. Borrowings are classified for
purposes of this Agreement either by reference to the pricing of Loans
comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is a Borrowing
comprised of Euro-Dollar Loans) or by reference to the provisions of Article II
under which participation therein is determined (i.e., a "Committed Borrowing"
is a Borrowing under Section 2.01 in which all Banks participate in proportion
to their Commitments, while a "Money Market Borrowing" is a Borrowing under
Section 2.03 in which the Bank participants are determined on the basis of their
bids in accordance therewith).

               SECTION 1.04. Basis for Ratings. The credit ratings to be
utilized in the determination of a Status are the ratings assigned to unsecured
obligations of the Borrower without third party credit support. Ratings assigned
to any obligation which is secured or which has the benefit of third party
credit support shall be disregarded.


                                   ARTICLE II

                                   THE CREDITS


               SECTION 2.01. Commitments to Lend. Each Bank severally agrees, on
the terms and conditions set forth in this Agreement, to make loans to the
Borrower pursuant to this Section from time to time on and after the Effective
Date and prior to the Termination Date in amounts such that


                                       13

<PAGE>
<PAGE>

the aggregate principal amount of Committed Loans by such Bank at any one time
outstanding shall not exceed the amount of its Commitment. Each Borrowing under
this Section shall be in an aggregate principal amount of $50,000,000 or any
larger multiple of $5,000,000 (except that any such Borrowing may be in the
aggregate amount available in accordance with Section 3.02(b)) and shall be made
from the several Banks ratably in proportion to their respective Commitments.
Within the foregoing limits, the Borrower may borrow under this Section, prepay
Loans to the extent permitted by Section 2.11, and reborrow at any time prior to
the Termination Date.

               SECTION 2.02. Notice of Committed Borrowing. The Borrower shall
give the Agent notice (a "Notice of Committed Borrowing") not later than 10:30
A.M. (New York City time) on (x) the date of each Base Rate Borrowing, (y) the
second Domestic Business Day before each CD Borrowing and (z) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

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

               (b)  the aggregate amount of such Borrowing,

               (c) whether the Loans comprising such Borrowing are to bear
        interest initially at the Base Rate or at a CD Rate or a Euro-Dollar
        Rate, and

               (d) in the case of a Fixed Rate Borrowing, the duration of the
        initial Interest Period applicable thereto, subject to the provisions of
        the definition of Interest Period.

               SECTION 2.03.  Money Market Borrowings.

               (a) The Money Market Option. In addition to Committed Borrowings
pursuant to Section 2.01, the Borrower may, as set forth in this Section,
request the Banks to make offers to make Money Market Loans to the Borrower
prior to the Termination Date. The Banks may, but shall have no obligation to,
make such offers and the Borrower may, but shall have no obligation to, accept
any such offers in the manner set forth in this Section.

               (b) Money Market Quote Request. When the Borrower wishes to
request offers to make Money Market Loans under this Section, it shall transmit
to the Agent by telex

                                       14

<PAGE>
<PAGE>

or facsimile transmission a Money Market Quote Request substantially in the form
of Exhibit B hereto so as to be received no later than 10:30 A.M. (New York City
time) on (x) the fourth Euro-Dollar Business Day prior to the date of Borrowing
proposed therein, in the case of a LIBOR Auction or (y) the Domestic Business
Day next preceding the date of Borrowing proposed therein, in the case of an
Absolute Rate Auction (or, in either case, such other time or date as the
Borrower and the Agent shall have mutually agreed and shall have notified to the
Banks not later than the date of the Money Market Quote Request for the first
LIBOR Auction or Absolute Rate Auction for which such change is to be effective)
specifying:

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

               (ii) the aggregate amount of such Borrowing, which shall be
        $5,000,000 or a larger multiple of $1,000,000,

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

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

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


               (c) Invitation for Money Market Quotes. Promptly upon receipt of
a Money Market Quote Request, the Agent shall send to the Banks by telex or
facsimile transmission an Invitation for Money Market Quotes substantially in
the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance with
this Section.

               (d) Submission and Contents of Money Market Quotes. (i) Each Bank
may submit a Money Market Quote containing an offer or offers to make Money
Market Loans in response to any Invitation for Money Market Quotes. Each

                                       15

<PAGE>
<PAGE>


Money Market Quote must comply with the requirements of this subsection (d) and
must be submitted to the Agent by telex or facsimile transmission at its offices
specified in or pursuant to Section 9.01 not later than (x) 4:00 P.M. (New York
City time) on the fourth Euro-Dollar Business Day prior to the proposed date of
Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time)
on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or,
in either case, such other time or date as the Borrower and the Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective); provided that Money Market
Quotes submitted by the Agent (or any affiliate of the Agent) in the capacity of
a Bank may be submitted, and may only be submitted, if the Agent or such
affiliate notifies the Borrower of the terms of the offer or offers contained
therein not later than (x) one hour prior to the deadline for the other Banks,
in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the
other Banks, in the case of an Absolute Rate Auction. Subject to Articles III
and VI, any Money Market Quote so made shall be irrevocable except with the
written consent of the Agent given on the instructions of the Borrower.

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

               (A)  the proposed date of Borrowing,

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

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




                                       16

<PAGE>
<PAGE>


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

               (E) the identity of the quoting Bank.

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

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

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

               (B) except as provided in subsection (d)(ii)(B)(z) contains
        qualifying, conditional or similar language;

               (C) except as provided in subsection (d)(ii)(B)(z) proposes terms
        other than or in addition to those set forth in the applicable
        Invitation for Money Market Quotes; or

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

               (e) Notice to Borrower. The Agent shall promptly notify the
Borrower of the terms (x) of any Money Market Quote submitted by a Bank that is
in accordance with subsection (d) and (y) of any Money Market Quote that amends,
modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Agent unless such
subsequent Money Market Quote is submitted solely to correct a manifest error in
such former Money Market Quote. The Agent's notice to the Borrower shall specify
(A) the aggregate principal amount of Money Market Loans for which offers have
been received for each Interest Period specified in the related Money Market
Quote Request, (B) the respective principal amounts and Money Market Margins or
Money Market Absolute Rates, as the case may be, so offered and (C) if
applicable, limitations on the aggregate principal amount of Money Market Loans
for which offers in any single Money Market Quote may be accepted.



                                       17

<PAGE>
<PAGE>


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

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

               (ii) the principal amount of each Money Market Borrowing must be
        $5,000,000 or a larger multiple of $1,000,000,

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

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

               (g) Allocation by Agent. If offers are made by two or more Banks
with the same Money Market Margins or Money Market Absolute Rates, as the case
may be, for a greater aggregate principal amount than the amount in respect of
which such offers are accepted for the related Interest Period, the principal
amount of Money Market Loans in respect of which such offers are accepted shall
be allocated by the Agent among such Banks as nearly as possible (in multiples
of $1,000,000, as the Agent may deem appropriate) in proportion to the aggregate
principal amounts of such offers. Determinations by the Agent of the amounts of
Money Market Loans shall be conclusive in the absence of manifest error.

               SECTION 2.04.  Notice to Banks; Funding of Loans.


                                       18

<PAGE>
<PAGE>


               (a) Upon receipt of a Notice of Borrowing, the Agent shall
promptly notify each Bank of the contents thereof and of such Bank's share (if
any) of such Borrowing and such Notice of Borrowing shall not thereafter be
revocable by the Borrower.

               (b) Not later than 12:00 Noon (New York City time) on the date of
each Borrowing, each Bank participating therein shall make available its share
of such Borrowing, in Federal or other funds immediately available in New York
City, to the Agent at its address referred to in Section 9.01. Unless the Agent
determines that any applicable condition specified in Article III has not been
satisfied, the Agent will make the funds so received from the Banks available to
the Borrower by 3:00 P.M. (New York City time) on the date of such Borrowing at
the Agent's aforesaid address.

               (c) Unless the Agent shall have received notice from a Bank prior
to the date of any Borrowing that such Bank will not make available to the Agent
such Bank's share of such Borrowing, the Agent may assume that such Bank has
made such share available to the Agent on the date of such Borrowing in
accordance with subsection (b) of this Section 2.04 and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Agent, such Bank and the Borrower severally agree to
repay to the Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Borrower until the date such amount is repaid to the Agent, at (i) in the
case of the Borrower, a rate per annum equal to the higher of the Federal Funds
Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii)
in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to
the Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Loan included in such Borrowing for purposes of this Agreement.

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

               (b) Each Bank may, by notice to the Borrower and the Agent,
request that its Loans of a particular type be evidenced by a separate Note in
an amount equal to the aggregate unpaid principal amount of such Loans. Each
such

                                       19

<PAGE>
<PAGE>


Note shall be in substantially the form of Exhibit A hereto with appropriate
modifications to reflect the fact that it evidences solely Loans of the relevant
type. Each reference in this Agreement to the "Note" of such Bank shall be
deemed to refer to and include any or all of such Notes, as the context may
require.

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

               SECTION 2.06. Maturity of Loans; Termination of Commitments. (a)
The Commitments shall terminate on the Termination Date, and all Committed Loans
shall mature, and the principal amount thereof shall be due and payable, on such
date.

               (b) Each Money Market Loan included in any Money Market Borrowing
shall mature, and the principal amount thereof shall be due and payable, on the
last day of the Interest Period applicable to such Borrowing.

               SECTION 2.07. Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal to the Base
Rate for such day. Such interest shall be payable quarterly in arrears on each
Quarterly Date and on the Termination Date, and, with respect to the principal
amount of any Base Rate Loan converted to a CD Loan or a Euro-Dollar Loan, on
each date a Base Rate Loan is so converted. Any overdue principal of or interest
on any Base Rate Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 1% plus the rate otherwise
applicable to Base Rate Loans for such day.

               (b) Each CD Loan shall bear interest on the outstanding principal
amount thereof, for each day during

                                       20

<PAGE>
<PAGE>


each Interest Period applicable thereto, at a rate per annum equal to the sum of
the Applicable Margin for such day plus the Adjusted CD Rate applicable to such
Interest Period; provided that if any CD Loan or any portion thereof shall, as a
result of clause (2)(b) of the definition of Interest Period, have an Interest
Period of less than 30 days, such portion shall bear interest during such
Interest Period at the rate applicable to Base Rate Loans during such period.
Such interest shall be payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than 90 days, at intervals of 90 days
after the first day thereof. Any overdue principal of or interest on any CD Loan
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the sum of 1% plus the rate applicable to Base Rate Loans for
such day.

               The "Adjusted CD Rate" applicable to any Interest Period means a
rate per annum determined pursuant to the following formula:


                        [ CDBR       ]*
               ACDR  =  [ ---------- ]  + AR
                        [ 1.00 - DRP ]

               ACDR  =  Adjusted CD Rate
               CDBR  =  CD Base Rate
                DRP  =  Domestic Reserve Percentage
                 AR  =  Assessment Rate

----------

* The amount in brackets being rounded upward, if necessary, to the next higher
1/100 of 1%


               The "CD Base Rate" applicable to any Interest Period is the rate
of interest determined by the Agent to be the average (rounded upward, if
necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum bid
at 10:00 A.M. (New York City time) (or as soon thereafter as practicable) on the
first day of such Interest Period by two or more New York certificate of deposit
dealers of recognized standing for the purchase at face value from each CD
Reference Bank of its certificates of deposit in an amount comparable to the
principal amount of the CD Loan of such CD Reference Bank to which such Interest
Period applies and having a maturity comparable to such Interest Period.

               "Domestic Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the

                                       21

<PAGE>
<PAGE>

Federal Reserve System (or any successor) for determining the maximum reserve
requirement (including without limitation any basic, supplemental or emergency
reserves) for a member bank of the Federal Reserve System in New York City with
deposits exceeding five billion dollars in respect of new non-personal time
deposits in dollars in New York City having a maturity comparable to the related
Interest Period and in an amount of $100,000 or more. The Adjusted CD Rate shall
be adjusted automatically on and as of the effective date of any change in the
Domestic Reserve Percentage.

               "Assessment Rate" means for any day the annual assessment rate in
effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. ss. 327.4(a) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of such institution in the United
States. The Adjusted CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Assessment Rate.

               (c) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Margin for such
day plus the London Interbank Offered Rate applicable to such Interest Period.
Such interest shall be payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

               The "London Interbank Offered Rate" applicable to any Interest
Period means a rate of interest determined by the Agent on the basis of at least
two offered rates for deposits in United States dollars for a period equal to
such Interest Period commencing on the first day of such Interest Period
appearing on the Reuters Screen LIBO Page as of 11:00 A.M. (London time) on the
day that is two Euro-Dollar Business Days prior to the first day of such
Interest Period. If at least two such offered rates appear on the Reuters Screen
LIBO Page, the rate with respect to each Interest Period will be the arithmetic
average (rounded upwards to the next 1/16th of 1%) of such offered rates. If
fewer than two offered rates appear, the "London Interbank Offered Rate" in
respect of any Interest Period will be the average (rounded upward, if
necessary, to the next higher 1/16 of 1%) of the respective rates per annum at
which


                                       22

<PAGE>
<PAGE>

deposits in dollars are offered to each of the Euro-Dollar Reference
Banks in the London interbank market at approximately 11:00 A.M. (London time)
two Euro-Dollar Business Days before the first day of such Interest Period in an
amount approximately equal to the principal amount of the Euro-Dollar Loan of
such Euro-Dollar Reference Bank to which such Interest Period is to apply and
for a period of time comparable to such Interest Period.

               (d) Any overdue principal of or interest on any Euro-Dollar Loan
shall bear interest, payable on demand, for each day from and including the date
payment thereof was due to but excluding the date of actual payment, at a rate
per annum equal to the sum of 1% plus the rate applicable to Base Rate Loans for
such day.

               (e) Subject to Section 8.01(a), each Money Market LIBOR Loan
shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the sum of the
London Interbank Offered Rate for such Interest Period (determined in accordance
with Section 2.07(c) as if the related Money Market LIBOR Borrowing were a
Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted
by the Bank making such Loan in accordance with Section 2.03.
 Each Money Market Absolute Rate Loan shall bear interest on the outstanding
principal amount thereof, for the Interest Period applicable thereto, at a rate
per annum equal to the Money Market Absolute Rate quoted by the Bank making such
Loan in accordance with Section 2.03. Such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest Period is longer
than three months, at intervals of three months after the first day thereof. Any
overdue principal of or interest on any Money Market Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the sum
of 1% plus the Base Rate for such day.

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

               (g) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated by this Section. If any Reference Bank
does not furnish a timely quotation necessary to determine an interest rate in
accordance with this Section, the Agent shall determine the relevant interest
rate on the basis of the quotation or


                                       23

<PAGE>
<PAGE>

quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.01
shall apply.

               (h) The "Applicable Margin" with respect to any Euro-Dollar Loan
or CD Loan at any date is the applicable percentage amount set forth in the
table below based on the Status on such date:

<TABLE>

==================================================================================================
<CAPTION>
                         Level I            Level II            Level III          Level IV
                         Status              Status              Status             Status
--------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>                 <C>                <C>    
Euro-Dollar Loans        0.2000%             0.2400%             0.3750%            0.5500%
--------------------------------------------------------------------------------------------------
CD Loans                 0.3250%             0.3650%             0.5000%            0.6750%
==================================================================================================
</TABLE>



               SECTION 2.08. Facility Fees. The Borrower shall pay to the Agent
for the account of the Banks ratably a facility fee at the Facility Fee Rate.
Such facility fee shall accrue from and including the Effective Date to but
excluding the Termination Date (or earlier date of termination of the
Commitments in their entirety), on the daily aggregate amount of the Commitments
(whether used or unused). Accrued facility fees shall be payable quarterly on
each Quarterly Date and upon the date of termination of the Commitments in their
entirety.

               The "Facility Fee Rate" at any date is: (i) 0.0500% if Level I
Status exists at such date, (ii) 0.0600% if Level II Status exists at such date,
(iii) 0.1250% if Level III Status exists at such date and (iv) 0.2000% if Level
IV Status exists at such date.

               SECTION 2.09. Optional Termination or Reduction of Commitments.
The Borrower may, upon at least three Domestic Business Days' notice to the
Agent, (i) terminate the Commitments at any time, if no Loans are outstanding at
such time or (ii) ratably reduce from time to time by an aggregate amount of
$25,000,000 or any larger multiple of $5,000,000, the aggregate amount of the
Commitments in excess of the aggregate outstanding principal amount of the
Loans. The Agent shall promptly notify each Bank of any such notice received by
the Agent.

               SECTION 2.10. Method of Electing Interest Rates. (a) The Loans
included in each Committed Borrowing shall bear interest initially at the type
of rate specified by the Borrower in the applicable Notice of Committed
Borrowing. Thereafter, the Borrower may from time to time elect to


                                       24

<PAGE>
<PAGE>

change or continue the type of interest rate borne by each Group of Loans
(subject in each case to the provisions of Article VIII), as follows:

               (i) if such Loans are Base Rate Loans, the Borrower may elect to
        convert such Loans to CD Loans as of any Domestic Business Day or to
        Euro-Dollar Loans as of any Euro-Dollar Business Day;

            (ii) if such Loans are CD Loans, the Borrower may elect to convert
        such Loans to Base Rate Loans or Euro-Dollar Loans or elect to continue
        such Loans as CD Loans for an additional Interest Period, in each case
        effective on the last day of the then current Interest Period applicable
        to such Loans; and

           (iii) if such Loans are Euro-Dollar Loans, the Borrower may elect to
        convert such Loans to Base Rate Loans or CD Loans or elect to continue
        such Loans as Euro-Dollar Loans for an additional Interest Period, in
        each case effective on the last day of the then current Interest Period
        applicable to such Loans.

Each such election shall be made by delivering a notice (a "Notice of Interest
Rate Election") to the Agent at least three Euro-Dollar Business Days before the
conversion or continuation selected in such notice is to be effective (unless
the relevant Loans are to be converted from Domestic Loans to Domestic Loans of
the other type or continued as Domestic Loans of the same type for an additional
Interest Period, in which case such notice shall be delivered to the Agent at
least two Domestic Business Days before such conversion or continuation is to be
effective). A Notice of Interest Rate Election may, if it so specifies, apply to
only a portion of the aggregate principal amount of the relevant Group of Loans;
provided that (i) such portion is allocated ratably among the Loans comprising
such Group and (ii) the portion to which such notice applies, and the remaining
portion to which it does not apply, are each $50,000,000 or any larger multiple
of $5,000,000.

               (b)  Each Notice of Interest Rate Election shall
specify:

               (i)  the Group of Loans (or portion thereof) to
        which such notice applies;

            (ii) the date on which the conversion or continuation selected in
        such notice is to be effective, which shall comply with the applicable
        clause of subsection (a) above;

                                       


                                          25


<PAGE>
<PAGE>




           (iii) if the Loans comprising such Group are to be converted, the new
        type of Loans and, if such new Loans are Fixed Rate Loans, the duration
        of the initial Interest Period applicable thereto; and

            (iv) if such Loans are to be continued as CD Loans or Euro-Dollar
        Loans for an additional Interest Period, the duration of such additional
        Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

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

               SECTION 2.11. Optional Prepayments. (a) The Borrower may, upon at
least one Domestic Business Day's notice to the Agent, prepay the Group of Base
Rate Loans (or any Money Market Borrowing bearing interest at the Base Rate
pursuant to Section 8.01(a)) in whole at any time, or from time to time in part
in amounts aggregating $50,000,000 or any larger multiple of $5,000,000, by
paying the principal amount to be prepaid together with accrued interest thereon
to the date of prepayment. Each such optional prepayment shall be applied to
prepay ratably the Loans of the several Banks included in such Group or
Borrowing.

               (b) The Borrower may, upon at least three Domestic Business Days'
notice to the Agent, in the case of a Group of CD Loans or upon at least three
Euro-Dollar Business Days' notice to the Agent, in the case of a Group of
Euro-Dollar Loans, prepay the Loans comprising such a Group on the last day of
any Interest Period applicable to such Group, in whole at any time, or from time
to time in part in amounts aggregating $50,000,000 or any larger multiple of
$5,000,000, by paying the principal amount to be prepaid together with accrued
interest thereon to the date of prepayment. Each such optional prepayment shall
be applied to prepay ratably the Loans of the several Banks included in such
Group.

               (c) Except as provided in subsection (a) above, the Borrower may
not prepay all or any portion of the



                                          26


<PAGE>
<PAGE>

 principal amount of any Money Market Loan prior to the maturity thereof.

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

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

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




                                          27


<PAGE>
<PAGE>

 Bank until the date such Bank repays such amount to the Agent, at the Federal
 Funds Rate.

               SECTION 2.13. Funding Losses. If the Borrower makes any payment
of principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to a Base Rate Loan (pursuant to Article VI or VIII or otherwise) on
any day prior to the last day of an Interest Period applicable thereto, or if
the Borrower fails to borrow, continue, convert or prepay any Fixed Rate Loans
after notice has been given to any Bank in accordance with Section 2.04(a),
2.10(c) or 2.11(d), the Borrower shall reimburse each Bank as provided in the
following paragraph for any resulting loss or expense incurred by it (or by a
Participant in the related Loan), including (without limitation) any loss
incurred in obtaining, liquidating or employing deposits from third parties, but
excluding loss of the Applicable Margin or any other margin for the period after
any such payment or conversion or failure to borrow or prepay.

               A certificate of each Bank setting forth such amount or amounts
(including the computation of such amount or amounts) as shall be necessary to
compensate such Bank or a Participant for the out-of-pocket expenses incurred by
such Bank shall be delivered to the Borrower and such amount or amounts may be
reviewed by the Borrower. If the Borrower, after receipt of any such certificate
from such Bank, disagrees in good faith with such Bank on the computation of the
amount or amounts owed to such Bank pursuant to this Section 2.13, such Bank and
the Borrower shall negotiate in good faith to promptly resolve such
disagreement. Any payment required to be paid to such Bank pursuant to this
Section 2.13 shall be paid within 30 days after demand is made therefor (or if
there is a disagreement, after such disagreement is resolved). Each Bank shall
have a duty to mitigate the damages to such Bank that may arise as a consequence
of such funding losses described above to the extent that such mitigation will
not, in the judgment of such Bank, entail any cost or disadvantage to such Bank
that such Bank is not reimbursed or compensated for by the Borrower.

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

                                       


                                           28


<PAGE>
<PAGE>




               SECTION 2.15. Regulation D Compensation. For so long as any Bank
maintains reserves against "Eurocurrency liabilities" (or any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of such Bank to United
States residents), and as a result the cost to such Bank (or its Applicable
Lending Office) of making or maintaining its Euro-Dollar Loans is increased,
then such Bank may require the Borrower to pay, contemporaneously with each
payment of interest on the Euro-Dollar Loans, additional interest on the related
Euro-Dollar Loan of such Bank at a rate per annum up to but not exceeding the
excess of (i)(A) the applicable London Interbank Offered Rate divided by (B) one
minus the Euro-Dollar Reserve Percentage over (ii) the rate specified in clause
(i)(A). Any Bank wishing to require payment of such additional interest (x)
shall so notify the Borrower, in which case such additional interest on the
Euro-Dollar Loans of such Bank shall be payable to such Bank at the rate and
place indicated in such notice with respect to each Interest Period commencing
at least three Euro- Dollar Business Days after the giving of such notice and
(y) shall furnish to the Borrower at least five Euro-Dollar Business Days prior
to each date on which interest is payable on the Euro-Dollar Loans an officers'
certificate setting forth the amount to which such Bank is then entitled under
this Section 2.15 (which shall be consistent with such Bank's good faith
estimate of the level at which the related reserves are maintained by it).


                                   ARTICLE III

                                   CONDITIONS


               SECTION 3.01. Effectiveness. This Agreement shall become
effective on the date that each of the following conditions shall have been
satisfied (or waived in accordance with Section 9.05):

               (a) receipt by the Agent of counterparts hereof signed by each of
        the parties hereto (or, in the case of any party as to which an executed
        counterpart shall not have been received, receipt by the Agent in form
        satisfactory to it of telegraphic, telex, facsimile transmission or
        other written confirmation from such party of execution of a counterpart
        hereof by such party);


                                       


                                           29


<PAGE>
<PAGE>


               (b) receipt by the Agent of a duly executed Note for the account
        of each Bank dated on or before the Effective Date complying with the
        provisions of Section 2.05;

               (c)  receipt by the Agent of evidence
        satisfactory to it that no loans are outstanding under the
        Existing Credit Agreement;

               (d) receipt by the Agent of an opinion of the General Counsel or
        any Assistant General Counsel of the Borrower, substantially in the form
        of Exhibit E hereto;

               (e) receipt by the Agent of an opinion of Davis Polk & Wardwell,
        special counsel for the Agent, substantially in the form of Exhibit F
        hereto; and

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

provided that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later than
July 7, 1995. The Agent shall promptly notify the Borrower and the Banks of the
Effective Date, and such notice shall be conclusive and binding on all parties
hereto. The Banks that are parties to the Existing Credit Agreement, comprising
the "Required Banks" as defined therein, and the Borrower agree that the
commitments under the Existing Credit Agreement shall terminate in their
entirety simultaneously with and subject to the effectiveness of this Agreement
and that the Borrower shall be obligated to pay on the Effective Date the
accrued facility fees thereunder to but excluding the date of such
effectiveness.

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

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

               (b) immediately after such Borrowing, the aggregate outstanding
        principal amount of the Loans




                                          30


<PAGE>
<PAGE>


 will not exceed the aggregate amount of the Commitments;

               (c)  immediately before and after such Borrowing,
        no Default shall have occurred and be continuing; and

               (d) the representations and warranties of the Borrower contained
        in this Agreement (except the representations and warranties set forth
        in Sections 4.04(c) and 4.05) shall be true in all material respects on
        and as of the date of such Borrowing.

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


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES


               The Borrower represents and warrants that:

               SECTION 4.01. Corporate Existence and Power. The Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws of Delaware, and has all corporate power and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted except those which the failure to have would not have a Material
Adverse Effect.

               SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Borrower of this
Agreement and the Notes are within the Borrower's corporate power, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws of the Borrower or
of any material agreement, judgment, injunction, order, decree or other material
instrument binding upon the Borrower or result in the creation or imposition of
any Lien on any asset of the Borrower.

               SECTION 4.03. Binding Effect. This Agreement constitutes a valid
and binding agreement of the Borrower





                                          31


<PAGE>
<PAGE>


and the Notes, when executed and delivered in accordance with this Agreement,
will constitute valid and binding obligations of the Borrower, in each case
enforceable against the Borrower in accordance with their respective terms,
except as the same may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium and similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether considered
in a proceeding in equity or at law).

               SECTION 4.04.  Financial Information.

               (a) The consolidated balance sheet of the Borrower and its
subsidiaries as of December 31, 1994 and the related consolidated statements of
income, changes in stockholders' equity and cash flows for the fiscal year then
ended, reported on by Cooper's & Lybrand and set forth in the Borrower's 1994
Form 10-K, a copy of which has been delivered to each of the Banks, present
fairly, in all material respects, the consolidated financial position of the
Borrower and its subsidiaries as of such date and the consolidated results of
their operations and cash flows for such fiscal year, in conformity with
generally accepted accounting principles.

               (b) The unaudited consolidated balance sheet of the Borrower and
its subsidiaries as of March 31, 1995 and the related unaudited consolidated
statements of income and cash flows for the three months then ended, set forth
in the Borrower's Latest Form 10-Q, a copy of which has been delivered to each
of the Banks, present fairly, in all material respects, the consolidated
financial position of the Borrower and its subsidiaries as of such date and the
consolidated results of their operations and cash flows for such three-month
period, in conformity with generally accepted accounting principles for interim
financial information applied on a basis consistent with the financial
statements referred to in subsection (a) of this Section.

               (c) From March 31, 1995 through the Effective Date there has been
no material adverse change in the consolidated financial condition of the
Borrower and its subsidiaries.

               SECTION 4.05. Litigation. There is no action, suit or proceeding
pending against, or to the knowledge of the Borrower threatened against, the
Borrower or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable probability
of an adverse decision which would have a Material Adverse Effect, or which in
any manner draws





                                          32


<PAGE>
<PAGE>


into question the validity or enforceability of this Agreement
or the Notes.

               SECTION 4.06. Subsidiaries. Each of the Borrower's Consolidated
Subsidiaries which is a corporation is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, and has all corporate power and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted, except those which the failure to have would not have a Material
Adverse Effect.

               SECTION 4.07.  Not an Investment Company.  The
Borrower is not an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.

               SECTION 4.08. Full Disclosure. No written information heretofore
furnished by the Borrower to the Agent or any Bank pursuant to Section 4.04 is,
and no written information hereafter furnished by the Borrower to the Agent or
any Bank pursuant to Section 5.01 contains or will contain any material
misstatement of any material facts.


                                    ARTICLE V

                                    COVENANTS


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

               SECTION 5.01.  Information.  The Borrower will
deliver to each of the Banks:

               (a) within 105 days after the end of each fiscal year of the
        Borrower, a consolidated balance sheet of the Borrower and its
        subsidiaries as of the end of such fiscal year and the related
        consolidated statements of income, changes in stockholders' equity and
        cash flows for such fiscal year, setting forth in each case in
        comparative form the figures as of the end of and for the previous
        fiscal year, all reported on in a manner acceptable to the Securities
        and Exchange Commission by Coopers & Lybrand or other independent public
        accountants of nationally recognized standing;


                                       


                                          33


<PAGE>
<PAGE>


               (b) within 60 days after the end of each of the first three
        quarters of each fiscal year of the Borrower, a consolidated balance
        sheet of the Borrower and its subsidiaries as of the end of such quarter
        and the related consolidated statements of income for such quarter and
        the related consolidated statements of income and cash flows for the
        portion of the Borrower's fiscal year ended at the end of such quarter,
        setting forth in the case of such statements of income in comparative
        form the figures for the corresponding quarter and in the case of such
        statements of income and cash flows the corresponding portion of the
        Borrower's previous fiscal year, all certified as to fairness of
        presentation, generally accepted accounting principles and consistency
        by the chief financial officer or the chief accounting officer of the
        Borrower, subject to normal year end adjustments;

               (c) simultaneously with the delivery of each set of financial
        statements referred to in clauses (a) and (b) above, a certificate of
        the chief financial officer or the chief accounting officer of the
        Borrower (i) setting forth in reasonable detail the calculations
        required to establish whether the Borrower was in compliance with the
        requirements of Sections 5.03 and 5.04, inclusive, on the date of the
        consolidated balance sheet included in such financial statements and
        (ii) stating whether any Default exists on the date of such certificate
        and, if any Default then exists, setting forth the details thereof and
        the action which the Borrower is taking or proposes to take with respect
        thereto;

               (d) promptly after the mailing thereof to the shareholders of the
        Borrower generally, copies of all financial statements, reports and
        proxy statements so mailed; and

               (e) promptly after the filing thereof, copies of all reports on
        Forms 10-K, 10-Q and 8-K (or their equivalents) which the Borrower shall
        have filed with the Securities and Exchange Commission.

               SECTION 5.02. Maintenance of Existence. The Borrower will
preserve, renew and keep in full force and effect its corporate existence except
as otherwise permitted under Section 5.06.

               SECTION 5.03. Fixed Charge Coverage. The ratio




                                          34


<PAGE>
<PAGE>



of Consolidated EBIT to Consolidated Interest Expense will
not, for any period of four consecutive fiscal quarters, be
less than 1.15 to 1.

               SECTION 5.04. Debt. Consolidated Debt determined at the end of
any fiscal quarter will not exceed 850% of Consolidated Tangible Net Worth
determined at the end of such fiscal quarter, and Consolidated Debt determined
at the end of any fiscal month which is not the last month of a fiscal quarter
will not exceed 850% of the greater of (i) Consolidated Tangible Net Worth
determined at the end of the most recently ended fiscal quarter or (ii)
Consolidated Tangible Net Worth determined at the end of such fiscal month.

               SECTION 5.05. Limitation on Secured Debt. The Borrower will not,
nor will it permit any Restricted Subsidiary to, incur, issue, assume or
guarantee any Debt secured by any Lien on any property or assets of the Borrower
or any Restricted Subsidiary, or on any shares of stock or Debt of any
Restricted Subsidiary, without effectively providing that the principal of,
premium, if any, and interest, if any, on the Loans (together with, if the
Borrower so determines, any other Debt of the Borrower or such Restricted
Subsidiary, which is not subordinated to the Loans) shall be secured equally and
ratably with (or prior to) such Debt, so long as any such Debt shall be so
secured, unless, after giving effect thereto, the aggregate amount of all such
secured Debt of the Borrower and the Restricted Subsidiaries would not exceed
10% of Consolidated Net Tangible Assets of the Borrower and the Restricted
Subsidiaries; provided, however, that no Asset Drop Down shall, in any event,
constitute a Lien; and provided further that neither the satisfaction and
discharge of any Debt pursuant to any indenture or instrument governing such
Debt, nor the defeasance of any Debt pursuant to any indenture or instrument
governing such Debt, shall be deemed the incurrence, issue, assumption or
guarantee of Debt secured by a Lien for purposes of this Section.
Notwithstanding the foregoing, this Section shall neither limit nor be deemed or
construed as limiting the right of the Borrower or any Restricted Subsidiary to
incur, issue, assume or guarantee any Debt secured by any one or more of the
following: (1) Liens on property of, or on any shares of stock or Debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary of the Borrower; (2) Liens on property, shares of stock, other equity
interests, or Debt existing at the time of acquisition or repossession thereof
by the Borrower or any Restricted Subsidiary; (3) Liens on physical property (or
any Accounts Receivable arising in connection with the lease thereof), shares of




                                          35


<PAGE>
<PAGE>




stock, other equity interests, or Debt acquired (or, in the case of physical
property, constructed) after the date hereof by the Borrower or any Restricted
Subsidiary, which Liens are created prior to, at the time of, or within one year
after such acquisition (or, in the case of physical property, the completion of
such construction or commencement of commercial operation of such property,
whichever is later) to secure any Debt issued, incurred, assumed or guaranteed
prior to, at the time of, or within one year after such acquisition (or such
completion or commencement, whichever is later) or to secure any other Debt
issued, incurred, assumed or guaranteed at any time thereafter for the purpose
of refinancing all or any part of such Debt; (4) Liens on Accounts Receivable of
the Borrower or any Restricted Subsidiary arising from or in connection with
transactions entered into by the Borrower or such Restricted Subsidiary after
the date hereof or on Accounts Receivable acquired by the Borrower or such
Restricted Subsidiary after such date from others, which Liens are created prior
to, at the time of, or within one year after such Accounts Receivable arise or
are acquired or, if later, the completion of the delivery or installation of the
equipment or goods or the rendering of the services or the advancement or
loaning of funds relating thereto (i) as a result of any guarantee, repurchase
or other contingent (direct or indirect) or recourse obligation of the Borrower
or such Restricted Subsidiary in connection with the discounting, sale,
assignment, transfer or other disposition of such Accounts Receivable or any
interest therein, or (ii) to secure or provide for the payment of all or any
part of the investment of the Borrower or such Restricted Subsidiary in any such
Accounts Receivable (whether or not such Accounts Receivable are the Accounts
Receivable on which such Liens are created) or the purchase price thereof or to
secure any debt (including, without limitation, Non- Recourse Debt) issued,
incurred, assumed or guaranteed for the purpose of financing or refinancing all
or any part of such investment or purchase price; (5) Liens in favor of the
Borrower or any Restricted Subsidiary; (6) Liens in favor of the United States
of America or any State thereof or the District of Columbia, or any agency,
department or other instrumentality thereof, to secure progress, advance or
other payments pursuant to any contract or provision of any statute; (7) Liens
securing the performance of letters of credit, bids, tenders, sales contracts,
purchase agreements, leases, surety and performance bonds, and other similar
obligations not incurred in connection with the borrowing of money; (8) Liens to
secure Non-Recourse Debt in connection with the Borrower or any Restricted
Subsidiary engaging in any leveraged or single-investor or other lease
transactions, whether (in the case of Liens on or relating





                                          36


<PAGE>
<PAGE>




to leases or groups of leases or the particular properties subject thereto)
such Liens be on the particular properties subject to any leases involved in any
of such transactions and/or the rental or other payments or rights under such
leases or, in the case of any group of related or unrelated leases, on the
properties subject to the leases comprising such group and/or the rental or
other payments or rights under such leases, or on any direct or indirect
interest therein, and whether (in any case) (i) such Liens be created prior to,
at the time of, or at any time after the entering into of such lease
transactions and/or (ii) such leases be in existence prior to, or be entered
into by the Borrower or such Restricted Subsidiary at the time of or at any time
after, the purchase or other acquisition by the Borrower or such Restricted
Subsidiary of the properties subject to such leases; and (9) any extension,
renewal or replacement (or successive extensions, renewals or replacements), in
whole or in part, of any of the foregoing; provided, however, that any such
extension, renewal or replacement shall be limited to all or a part of the
property or assets which secured the Lien so extended, renewed or replaced (plus
any improvements on such property).

               SECTION 5.06. Consolidations, Mergers and Sales of Assets. The
Borrower covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
person (other than such a sale or conveyance to a Subsidiary or any successor
thereto (such a sale or conveyance being called an "Asset Drop-Down")), unless
(i) either the Borrower shall be the continuing corporation or the successor
corporation or the person which acquires by sale or conveyance substantially all
the assets of the Borrower (if other than the Borrower) shall be a corporation
organized under the laws of the United States of America or any State thereof
and shall expressly assume the due and punctual payment of the principal of and
interest on all the Notes according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Agreement to be performed or observed by the Borrower, by one or more
agreements, reasonably satisfactory in form to the Required Banks, executed and
delivered to the Agent by such corporation, and (ii) the Borrower or such
successor corporation, as the case may be, shall not, immediately after such
merger or consolidation, or such sale or conveyance, be in default in the
performance of any such covenant or condition. In the event of any Asset
Drop-Down after the date of this
Agreement, any subsequent sale or conveyance of assets by a Subsidiary to which
assets were transferred in such Asset Drop-Down (a "Drop-Down




                                          37


<PAGE>
<PAGE>


Subsidiary") will be deemed to be a sale or conveyance of assets by the Borrower
for purposes of this Section 5.06.

               SECTION 5.07. Use of Proceeds. The proceeds of the Loans made
under this Agreement will be used by the Borrower for general corporate
purposes, including, without limitation, the repayment of maturing commercial
paper and other Debt of the Borrower. None of such proceeds will be used for the
purpose of buying or carrying any "margin stock" within the meaning of
Regulation U.


                                   ARTICLE VI

                                    DEFAULTS


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

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

               (b)  the Borrower shall fail to observe or
        perform any covenant contained in Section 5.02, 5.03, 5.04 or
        5.06;

               (c) the Borrower shall fail to observe or perform any covenant or
        agreement contained in this Agreement (other than those covered by
        clause (a) or (b) above) for 30 days after notice thereof has been given
        to the Borrower by the Agent at the request of the Required Banks;

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

               (e) the Borrower shall fail to make any payment or payments, in
        the aggregate in excess of $300,000,000, on principal of Debt of the
        Borrower when due and such failure shall continue for 30 days after the
        due date thereof or, if longer, beyond any applicable grace periods;




                                          38


<PAGE>
<PAGE>



               (f) any event or condition shall occur which results in the
        acceleration of the maturity of the principal of any Debt of the
        Borrower in the aggregate in excess of $300,000,000 which acceleration
        shall not have been rescinded within 30 days;

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

               (h) an order for relief shall be entered against the Borrower
        under the federal bankruptcy laws as now or hereafter in effect in an
        involuntary case or other proceeding seeking liquidation, reorganization
        or other relief with respect to it or its debts or seeking the
        appointment of a trustee, receiver, liquidator, custodian or other
        similar official of it or any substantial part of its property, and such
        decree or order shall remain undismissed and unstayed for a period of 20
        days;

               (i) both (i) a person or group of persons (within the meaning of
        Section 13 or 14 of the Securities Exchange Act of 1934, as amended)
        other than AT&T shall have acquired beneficial ownership (within the
        meaning of Rule 13d-3 promulgated by the Securities and Exchange
        Commission under said Act) of 20% or more of the outstanding shares of
        common stock of the Borrower and (ii) the Borrower shall have ceased to
        be a Subsidiary of AT&T; provided that, notwithstanding clauses (i) and
        (ii) above, no Event of Default shall occur under this paragraph (i) if
        and for so long as both (x) officers, directors and employees of AT&T
        constitute a majority of the Board of Directors of the Borrower and (y)
        no person or group of persons has beneficial ownership of a greater
        percentage of the outstanding shares of common stock of the Borrower
        than does AT&T;


                                       


                                          39


<PAGE>
<PAGE>



then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Borrower
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding Notes evidencing more than 50% in aggregate principal
amount of the Loans, by notice to the Borrower declare the Notes (together with
accrued interest thereon) to be, and the Notes (together with accrued interest
thereon) shall thereupon become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; provided that in the case of any of the Events of
Default specified in paragraph (g) or (h) above with respect to the Borrower,
without any notice to the Borrower or any other act by the Agent or the Banks,
the Commitments shall thereupon terminate and the Notes (together with accrued
interest thereon) shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

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

               SECTION 6.03. Rescission. If at any time after termination of the
Commitments and/or acceleration of the maturity of the Loans pursuant to Section
6.01, the Borrower shall pay all arrears of interest and all payments on account
of principal of the Loans which shall have become due otherwise than by
acceleration (with interest on principal at the rates specified in this
Agreement) and all Defaults (other than nonpayment of principal of and accrued
interest on the Loans due and payable solely by virtue of acceleration) shall be
remedied or waived pursuant to Section 9.05, then upon the written consent of
the Required Banks and notice to the Borrower, such termination of the
Commitments and/or such acceleration and their consequences may be rescinded and
annulled; but such action shall not affect any subsequent Default or impair any
right or remedy consequent thereon. The provisions of the preceding sentence are
intended merely to bind the Banks to a decision which may be made at the
election of the Required Banks; they are not intended to benefit the Borrower
and do not give the Borrower the right to require the Banks to rescind or annul
any acceleration hereunder, even if the conditions set forth herein are met.



                                       


                                          40


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<PAGE>


                                   ARTICLE VII

                                    THE AGENT


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

               SECTION 7.02. Agent and Affiliates. Morgan Guaranty Trust Company
of New York shall have the same rights and powers under this Agreement as any
other Bank and may exercise or refrain from exercising the same as though it
were not the Agent, and Morgan Guaranty Trust Company of New York and its
affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or affiliate of the
Borrower as if it were not the Agent hereunder.

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

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

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




                                          41


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<PAGE>




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

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

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

               SECTION 7.08. Successor Agent. The Agent may resign at any time
by giving notice thereof to the Banks and the Borrower. Upon any such
resignation, the Borrower shall have the right to appoint a successor Agent from
among the Banks. If no successor Agent shall have been so appointed, and shall
have accepted such appointment, within 30 days after the retiring Agent gives
notice of resignation, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent, which shall be a commercial bank organized or
licensed under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of its appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the rights
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations hereunder. After any retiring Agent's




                                          42


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<PAGE>




resignation hereunder as Agent, the provisions of this Article shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent.

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


                                  ARTICLE VIII

                             CHANGE IN CIRCUMSTANCES


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

               (a) the Agent is advised by the CD Reference Banks or, under the
        circumstances contemplated by the final sentence of the definition of
        London Interbank Offered Rate, the Euro-Dollar Reference Banks that
        deposits in dollars (in the applicable amounts) are not being offered to
        such Reference Banks in the relevant market for such Interest Period, or

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

the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, (i) the obligations of the Banks to
make CD Loans or Euro-Dollar Loans, as the case may be, or to convert
outstanding Loans into CD Loans or Euro-Dollar Loans, as the case may be, shall
be suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case
may be, shall be converted into a Base Rate Loan on the last day of the then
current Interest Period applicable thereto. Unless the Borrower notifies the
Agent at least one Domestic Business Day before the date of any Fixed Rate
Borrowing for which a Notice of Borrowing has previously been given that it
elects not to borrow on such date, (i) if such Fixed Rate




                                          43


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<PAGE>



Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market
LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall
bear interest for each day from and including the first day to but excluding the
last day of the Interest Period applicable thereto at the Base Rate for such
day.

               SECTION 8.02. Illegality. If, on or after the date of this
Agreement, the adoption of any applicable law, rule or regulation, or any change
in any applicable law, rule or regulation, or any change in the interpretation
or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Euro-Dollar Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for any
Bank (or its Euro-Dollar Lending Office) to make, maintain or fund its
Euro-Dollar Loans and such Bank shall so notify the Agent, the Agent shall
forthwith give notice thereof to the other Banks and the Borrower, whereupon
until such Bank notifies the Borrower and the Agent that the circumstances
giving rise to such suspension no longer exist, the obligation of such Bank to
make Euro-Dollar Loans, or to convert outstanding Loans into Euro-Dollar Loans,
shall be suspended. Before giving any notice to the Agent pursuant to this
Section, such Bank shall designate a different Euro-Dollar Lending Office if
such designation will avoid the need for giving such notice and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. If such notice
is given, each Euro-Dollar Loan of such Bank then outstanding shall be converted
to a Base Rate Loan either (a) on the last day of the then current Interest
Period applicable to such Euro-Dollar Loan if such Bank may lawfully continue to
maintain and fund such Loan to such day or (b) immediately if such Bank shall
determine that it may not lawfully continue to maintain and fund such Loan to
such day.

               SECTION 8.03.  Increased Cost and Reduced Return.
 (a)  If on or after (x) the date hereof, in the case of any Committed Loan
or any obligation to make Committed Loans or (y) the date of the related Money
Market Quote, in the case of any Money Market Loan, the adoption of any
applicable law, rule or regulation, or any change in anyapplicable law, rule or
regulation, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by




                                          44


<PAGE>
<PAGE>


any Bank (or its Applicable Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall impose, modify or deem applicable any reserve
(including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding (i) with respect to any
CD Loan any such requirement included in an applicable Domestic Reserve
Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement
with respect to which such Bank is entitled to compensation during the relevant
Interest Period under Section 2.15, special deposit, insurance assessment
(excluding, with respect to any CD Loan, any such requirement reflected in an
applicable Assessment Rate) or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Bank (or its Applicable
Lending Office) or shall impose on any Bank (or its Applicable Lending Office)
or on the United States market for certificates of deposit or the London
interbank market any other condition affecting its Fixed Rate Loans, its Note or
its obligation to make Fixed Rate Loans and the result of any of the foregoing
is to increase the cost to such Bank (or its Applicable Lending Office) of
making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum
received or receivable by such Bank (or its Applicable Lending Office) under
this Agreement or under its Note with respect thereto, by an amount deemed by
such Bank to be material, then, within 15 days after demand by such Bank (with a
copy to the Agent), the Borrower shall pay to such Bank such additional amount
or amounts as will compensate such Bank for such increased cost or reduction.

               (b) If any Bank shall have determined that, after the date
hereof, the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change in any such law, rule or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on capital of such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or directive (taking
into consideration its policies with respect to capital adequacy) by an amount
deemed by such Bank to be material, then pursuant to paragraph (c) below, the
Borrower shall pay to such Bank such additional




                                          45


<PAGE>
<PAGE>



amount or amounts as will compensate such Bank (or its Parent) for
such reduction.

               (c) Each Bank will promptly notify the Borrower and the Agent of
any event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section. A certificate of a
Bank setting forth such amount or amounts (including computation of such amount
or amounts) as shall be necessary to compensate such Bank or its Parent as
specified in paragraph (a) or (b) above, as the case may be, shall be delivered
to the Borrower and such amount or amounts may be reviewed by the Borrower.
Unless the Borrower disagrees in good faith with the computation of the amount
or amounts in such certificate, the Borrower shall pay to such Bank, within 30
days after receipt by the Borrower of such certificate delivered by such Bank,
the amount shown as due on any such certificate. If the Borrower, after receipt
of any such certificate from a Bank, disagrees with such Bank on the computation
of the amount or amounts owed to such Bank pursuant to paragraph (a) or (b)
above, such Bank and the Borrower shall negotiate in good faith to promptly
resolve such disagreement. In either case, however, such Bank shall have a duty
to mitigate the damages that may arise as a consequence of paragraph (a) or (b)
above (including, without limitation, changing its Applicable Lending Office) to
the extent that such mitigation will not, in the judgment of such Bank, entail
any cost or disadvantage to such Bank that such Bank is not reimbursed or
compensated for by the Borrower.

               SECTION 8.04. Taxes. (a) Any and all payments by the Borrower to
or for the account of any Bank or the Agent hereunder or under any Note shall be
made free and clear of and without deduction for any and all present or future
taxes, duties, levies, imposts, deductions, charges or withholdings imposed by
the United States or any political subdivision or taxing authority thereof, and
all liabilities with respect thereto, excluding, in the case of each Bank and
the Agent, taxes imposed on its net income, and franchise taxes imposed on it,
by the United States or any political subdivision or taxing authority thereof
(all such non-excluded taxes, duties, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note to any Bank or the Agent, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 8.04) such Bank or the Agent (as the case





                                          46


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<PAGE>



may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law and (iv) the Borrower shall
furnish to the Agent, at its address referred to in Section 9.01, the original
or a certified copy of a receipt evidencing payment thereof.

               (b) In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes and any other excise or property taxes, or charges or
similar levies which arise from any payment made hereunder or under any Note or
from the execution or delivery of, or otherwise with respect to, this Agreement
or any Note (hereinafter referred to as "Other Taxes").

               (c) The Borrower agrees to indemnify each Bank and the Agent for
the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section 8.04) paid by such Bank or the Agent (as the case may be) and
any liability (including penalties, interest and reasonable out-of-pocket
expenses) arising therefrom or with respect thereto (other than any such
liability that results from the gross negligence or willful misconduct of such
Bank and the Agent, whether or not such Taxes or Other Taxes were correctly or
legally asserted by the relevant taxing authority or other governmental
authority). This indemnification shall be made within 30 days from the date such
Bank or the Agent (as the case may be) makes written demand therefor. If any
Bank or the Agent receives a refund in respect of any Taxes or Other Taxes for
which such Bank or the Agent has received payment from the Borrower hereunder it
shall promptly repay such refund (including any interest received by such Bank
or the Agent from the taxing authority with respect to the refund with respect
to such Taxes or Other Taxes) to the Borrower, net of all reasonable
out-of-pocket expenses of such Bank; provided that the Borrower, upon the
request of such Bank or the Agent, agrees to return such refund (plus penalties,
interest or other charges) to such Bank or the Agent in the event such Bank or
the Agent is required to repay such refund.

               (d) Each Bank organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
and from time to time thereafter if





                                       47


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<PAGE>


requested in writing by the Borrower (but only so long as such Bank remains
lawfully able to do so), shall provide the Borrower with Internal Revenue
Service form 1001 or 4224, as appropriate, or any successor form prescribed by
the Internal Revenue Service, duly executed by such Bank, certifying that such
Bank is entitled to benefits under an income tax treaty to which the United
States is a party which reduces the rate of withholding tax on payments of
interest or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States. If the form provided by a Bank at the time such Bank first becomes a
party to this Agreement indicates a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from "Taxes" as defined in Section 8.04(a).

               (e) Each Bank further agrees to promptly notify the Borrower if
such Bank changes its Applicable Lending Office and, upon written request from
the Borrower, deliver forms 1001 or 4224 required pursuant to Section 8.04(d)
prior to the immediately following due date of any payment by the Borrower
hereunder.

               (f) The Borrower shall not be required to pay any additional
amounts to any Bank or the Agent in respect of Taxes and Other Taxes pursuant to
paragraphs (a), (b) and (c) above if the obligation to pay such additional
amounts would not have arisen but for a failure by such Bank or Agent to comply,
if required, with the provisions of paragraphs (d) and (e) above unless such
failure results from (i) a change in applicable law, regulation or official
interpretation thereof or (ii) an amendment, modification or revocation of any
applicable tax treaty or a change in official position regarding the application
or interpretation thereof, in each case after the date hereof or after such Bank
became a party hereto; provided, however, that should a Bank, which is otherwise
exempt from or subject to a reduced rate of withholding tax, become subject to
Taxes because of its failure to deliver a form required

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

               (g) Any Bank claiming any additional amounts payable under this
Section 8.04 shall (i) to the extent legally able to do so, upon reasonable
written request from the Borrower, file any certificate or document if such
filing would avoid the need for or reduce the amount of any such additional
amounts which may thereafter accrue, and the Borrower shall not be obligated to
pay such additional





                                          48


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<PAGE>




amounts if, after the Borrower's request, any Bank could have filed such
certificate or document and failed to do so; or (ii) consistent with legal and
regulatory restrictions, use reasonable efforts to change the jurisdiction of
its Applicable Lending Office if the making of such change would avoid the need
for or reduce the amount of any additional amounts which may thereafter accrue
and would not, in the judgment of such Bank, be otherwise disadvantageous to
such Bank.
               SECTION 8.05. Base Rate Loans Substituted for Affected Fixed Rate
Loans. If (i) the obligation of any Bank to make or maintain Euro-Dollar Loans
has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded
compensation under Section 8.03 or 8.04 with respect to its CD Loans or
Euro-Dollar Loans and the Borrower shall, by at least five Euro-Dollar Business
Days' prior notice to such Bank through the Agent, have elected that the
provisions of this Section shall apply to such Bank, then, unless and until such
Bank notifies the Borrower that the circumstances giving rise to such suspension
or demand for compensation no longer exist:

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

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

If such Bank notifies the Borrower that the circumstances giving rise to such
notice no longer apply, the principal amount of each such Base Rate Loan shall
be converted into a CD Loan or Euro-Dollar Loan, as the case may be, on the
first day of the next succeeding Interest Period applicable to the related CD
Loans or Euro-Dollar Loans of the other Banks.

               SECTION 8.06. Substitution of Bank. If any Bank (i) has demanded
compensation for increased costs pursuant to Section 8.03 or 8.04 or, (ii) has
determined that the making or continuation of any Euro-Dollar Rate Loan has
become unlawful or impermissible pursuant to Section 8.02 and similar additional
interest or compensation has not been




                                          49


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<PAGE>



demanded by, or a similar determination has not been made by, all of the Banks,
the Borrower shall have the right to designate an Assignee which is not an
affiliate of the Borrower to purchase for cash, pursuant to an Assignment and
Assumption Agreement substantially in the form of Exhibit G hereto, the
outstanding Loans and Commitment of such Bank and to assume all of such Bank's
other rights and obligations hereunder without recourse to or warranty by, or
expense to, such Bank, for a purchase price equal to the principal amount of all
of such Bank's outstanding Loans plus any accrued but unpaid interest thereon
and the accrued but unpaid facility fees in respect of that Bank's Commitment
hereunder plus such amount, if any, as would be payable pursuant to Section 2.13
if the outstanding Loans of such Bank were prepaid in their entirety on the date
of consummation of such assignment.

               SECTION 8.07. Compensation. The Borrower shall not be liable for
compensating any Bank under Sections 2.13, 8.03 and 8.04 for any funding losses,
increased costs or taxes incurred by such Bank more than 30 days prior to such
Bank's written notice of its intention to demand payment therefor.


                                   ARTICLE IX

                                  MISCELLANEOUS


               SECTION 9.01. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile transmission or similar writing) and shall be given to such
party: (x) in the case of the Borrower or the Agent, at its address or telex or
facsimile number set forth on the signature pages hereof, (y) in the case of any
Bank, at its address or telex or facsimile number set forth in its
Administrative Questionnaire or (z) in the case of any party, such other address
or telex or facsimile number as such party may hereafter specify for the purpose
by notice to the Agent and the Borrower. Each such notice, request or other
communication shall be effective (i) if given by telex, when such telex is
transmitted to the telex number specified in this Section and the appropriate
answerback is received, (ii) if given by mail, 72 hours after such communication
is deposited in the mails with first class postage prepaid, addressed as
aforesaid or (iii) if given by any other means, when received at the address
specified in this Section; provided that notices to the Agent under Article II
or Article VIII shall not be effective until received.

                                       


                                          50


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<PAGE>



               SECTION 9.02. No Waivers. No failure or delay by the Agent or any
Bank in exercising any right, power or privilege hereunder or under any Note
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.

               SECTION 9.03. Expenses; Indemnification. (a) The Borrower shall
pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable
fees and disbursements of special counsel for the Agent, in connection with the
preparation and administration of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses
incurred by the Agent and each Bank, including reasonable fees and disbursements
of counsel, in connection with such Event of Default and collection, bankruptcy,
insolvency and other enforcement proceedings resulting therefrom.

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

               SECTION 9.04. Sharing of Set-Offs. Each Bank agrees that if it
shall, by exercising any right of set-off or counterclaim or otherwise, receive
payment of a proportion of the aggregate amount of principal and interest due
with respect to any Note held by it which is greater than the proportion
received by any other Bank in respect of the aggregate amount of principal and
interest due with respect to any Note held by such other Bank, the Bank
receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other




                                          51


<PAGE>
<PAGE>



Banks, and such other adjustments shall be made, as may be required so that all
such payments of principal and interest with respect to the Notes held by the
Banks shall be shared by the Banks pro rata; provided that nothing in this
Section shall impair the right of any Bank to exercise any right of set-off or
counterclaim it may have and to apply the amount subject to such exercise to the
payment of indebtedness of the Borrower other than its indebtedness under the
Notes.


               SECTION 9.05. Amendments and Waivers. Any provision of this
Agreement or the Notes may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Borrower and the Required Banks
(and, if the rights or duties of the Agent are affected thereby, by the Agent);
provided that no such amendment or waiver shall, unless signed by all the Banks,
(i) increase or decrease the Commitment of any Bank (except for a ratable
decrease in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any
fees hereunder, (iii) postpone the scheduled maturity of any payment of
principal of or interest on any Loan or any fees hereunder or for termination of
any Commitment or (iv) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes, or the number of Banks, which
shall be required for the Banks or any of them to take any action under this
Section or any other provision of this Agreement.

               SECTION 9.06. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Banks.

               (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Commitment or
any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Agent, such Bank shall remain responsible for the performance
of its obligations hereunder, and the Borrower and the Agent shall continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement. Any agreement pursuant to which any Bank
may grant such a participating interest shall provide that such Bank shall
retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder including, without limitation, the right to approve any
amendment, modification






                                          52


<PAGE>
<PAGE>



or waiver of any provision of this Agreement; provided that such participation
agreement may provide that such Bank will not agree to any modification,
amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of
Section 9.05 without the consent of the Participant. The Borrower agrees that
each Participant shall, to the extent provided in its participation agreement,
be entitled to the benefits of Sections 2.13 and 2.15 and Article VIII with
respect to its participating interest. An assignment or other transfer which is
not permitted by subsection (c) or (d) below shall be given effect for purposes
of this Agreement only to the extent of a participating interest granted in
accordance with this subsection (b).


               (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part of all, of its
rights and obligations under this Agreement and the Notes, and such Assignee
shall assume such rights and obligations, pursuant to an Assignment and
Assumption Agreement in substantially the form of Exhibit G hereto executed by
such Assignee and such transferor Bank, with (and subject to) the subscribed
consent of the Borrower and the Agent; provided that such assignment may, but
need not, include rights of the transferor Bank in respect of outstanding Money
Market Loans; and provided further that the interest of the Assignee shall be in
a minimum amount equivalent to an original Commitment of $15,000,000 and the
collective interest of the transferor Bank and its affiliates shall be in a
minimum amount equivalent to an original Commitment of $25,000,000 unless, in
the case of the transferor Bank and its affiliates, they have no Commitment
after giving effect to such assignment. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Agent and the Borrower
shall make appropriate arrangements so that, if required, a new Note is issued
to the Assignee. In connection with any such assignment, the transferor Bank
shall pay to the Agent an administrative fee for processing such assignment in
the amount of $2,500. If the Assignee is not incorporated under the laws of the
United States of America or a state thereof, it shall deliver to the Borrower
and the Agent certification as to




                                          53


<PAGE>
<PAGE>

exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 8.04.

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

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

               (f) Any Bank may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.06, disclose to the Assignee or Participant or proposed Assignee or
Participant any information relating to the Borrower or its Subsidiaries
furnished to such Bank by the Agent or by or on behalf of the Borrower; provided
that, prior to any such disclosure, such Assignee or Participant or proposed
Assignee or Participant shall agree to preserve in accordance with Section 9.11
the confidentiality of any confidential information described therein.

               SECTION 9.07.  Collateral.  Each of the Banks
represents to the Agent and each of the other Banks that it
in good faith is not relying upon any "margin stock" (as
defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

               SECTION 9.08. Governing Law; Submission to Jurisdiction. This
Agreement and each Note shall be governed by and construed in accordance with
the laws of the State of New York. The Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State court sitting in New York City
for purposes of all legal proceedings arising out of or relating to this

Agreement or the transactions contemplated hereby. The Borrower irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum.

                                       


                                          54


<PAGE>
<PAGE>




               SECTION 9.09. Counterparts; Integration. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof.

               SECTION 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE
AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

               SECTION 9.11. Confidentiality. Subject to Section 9.06(f), the
Banks shall hold all nonpublic information obtained pursuant to the requirements
of this Agreement and identified as such by the Borrower in accordance with such
Bank's customary procedures for handling confidential information of this nature
and in accordance with safe and sound banking practices and in any event may
make disclosure reasonably required by a bona fide offeree or transferee in
connection with the contemplated transfer, or as required or requested by any
governmental authority or representative thereof, or pursuant to legal process,
or to its accountants, lawyers and other advisors, and shall require any such
offeree or transferee to agree (and require any of its offerees, transferees or
participants to agree) to comply with this Section 9.11.

                                       


                                          55


<PAGE>
<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 CAPITAL CORPORATION



                            By ___________________________________
                               Title:

                            44 Whippany Road
                            Morristown, New Jersey 07962
                            Fax: (201) 397-3106

Commitments

$120,000,000                   MORGAN GUARANTY TRUST COMPANY
                                  OF NEW YORK



                             By ___________________________________
                                Title:



$71,250,000                  BARCLAYS BANK PLC




                             By ___________________________________
                                Title:



$71,250,000                  THE CHASE MANHATTAN BANK, N.A.




                             By ___________________________________
                                Title:




<PAGE>
<PAGE>



Commitments

$71,250,000                  CHEMICAL BANK



                             By ___________________________________
                                Title:



$71,250,000                  CITIBANK, N.A.




                             By ___________________________________
                                Title:



$71,250,000                  CREDIT LYONNAIS NEW YORK BRANCH




                             By ___________________________________
                                Title:



$71,250,000                  THE FUJI BANK, LIMITED




                             By _____________________________________
                                Title:




$48,750,000                  CREDIT SUISSE




                             By _____________________________________
                                Title:



                             By _____________________________________
                                Title:



<PAGE>
<PAGE>



Commitments

$48,750,000                  DEUTSCHE BANK AG, NEW YORK AND/OR
                                CAYMAN ISLANDS BRANCHES



                             By ___________________________________
                                Title:



                             By ___________________________________
                                Title:



$48,750,000                  THE FIRST NATIONAL BANK OF
                                CHICAGO



                             By ___________________________________
                                Title:



$48,750,000                  THE INDUSTRIAL BANK OF JAPAN,
                                LTD., NEW YORK BRANCH




                             By _____________________________________
                                Title:



<PAGE>
<PAGE>




Commitments

$48,750,000                  MELLON BANK



                             By ___________________________________
                                Title:



$48,750,000                  NATIONSBANK OF NORTH
                               CAROLINA, N.A.




                             By ___________________________________
                                Title:



$48,750,000                  PNC BANK, NATIONAL ASSOCIATION




                             By ___________________________________
                                Title:



$48,750,000                  ROYAL BANK OF CANADA




                             By _____________________________________
                                Title:




$48,750,000                  SOCIETE GENERALE




                             By _____________________________________
                                Title:








<PAGE>
<PAGE>


Commitments

$48,750,000                  THE SUMITOMO BANK, LIMITED,
                               NEW YORK BRANCH



                             By ___________________________________
                                Title:



$48,750,000                  SWISS BANK CORPORATION




                             By ___________________________________
                                Title:



                             By ___________________________________
                                Title:



$26,250,000                  ABN AMRO BANK N.V. NEW YORK
                                BRANCH



                             By ___________________________________
                                Title:



                              By __________________________________
                                 Title:




$26,250,000                  BANK OF AMERICA NATIONAL TRUST
                               AND SAVINGS ASSOCIATION




                             By _____________________________________
                                Title:




$26,250,000                  BANK OF BOSTON




                             By _____________________________________
                                Title:







<PAGE>
<PAGE>


Commitments

$26,250,000                  BANK OF HAWAII



                             By ___________________________________
                                Title:



$26,250,000                  THE BANK OF NEW YORK




                             By ___________________________________
                                Title:



$26,250,000                  BANQUE PARIBAS




                             By ___________________________________
                                Title:



                             By ___________________________________
                                Title:




$26,250,000                  CIBC INC.




                             By _____________________________________
                                Title:




$26,250,000                  COMERICA BANK




                             By _____________________________________
                                Title:








<PAGE>
<PAGE>


Commitments

$26,250,000                  COMMERZBANK AKTIENGESELLSCHAFT
                               NEW YORK BRANCH




                             By ___________________________________
                                Title:



                             By ___________________________________
                                Title:




$26,250,000                  DRESDNER BANK AG, NEW YORK AND
                               GRAND CAYMAN BRANCHES




                             By ___________________________________
                                Title:




                             By ___________________________________
                                Title:



$26,250,000                  THE NORTHERN TRUST COMPANY




                             By ___________________________________
                                Title:



$26,250,000                  TRUST COMPANY BANK




                             By _____________________________________
                                Title:




$26,250,000                  WACHOVIA BANK OF GEORGIA, N.A.




                             By _____________________________________
                                Title:








<PAGE>
<PAGE>


Commitments

$18,750,000                  BANCA COMMERCIALE ITALIANA SpA



                             By ___________________________________
                                Title:



$18,750,000                  BANCO CENTRAL HISPANOAMERICANO
                               S.A.




                             By ___________________________________
                                Title:



$18,750,000                  THE HONGKONG AND SHANGHAI BANKING
                                CORPORATION LIMITED




                             By ___________________________________
                                Title:



$18,750,000                  WESTPAC BANKING CORPORATION




                             By _____________________________________
                                Title:







_________________
Total Commitments

$1,500,000,000
_________________
_________________



<PAGE>
<PAGE>

                                      MORGAN GUARANTY TRUST COMPANY
                                        OF NEW YORK, as Agent



                                     By ___________________________________
                                        Title:
                                     60 Wall Street
                                     New York, New York 10260-0060
                                     Attention:
                                     Telex number: 177615



<PAGE>
<PAGE>





                                                                 EXHIBIT A




                                      NOTE



                                                       New York, New York
                                                                         , 19



               For value received, AT&T Capital Corporation, a Delaware
corporation (the "Borrower"), promises to pay to the order of

(the "Bank"), for the account of its Applicable Lending Office, the unpaid
principal amount of each Loan made by the Bank to the Borrower pursuant to the
Credit Agreement referred to below on the maturity date provided for in the
Credit Agreement. The Borrower promises to pay interest on the unpaid principal
amount of each such Loan on the dates and at the rate or rates provided for in
the Credit Agreement. All such payments of principal and interest shall be made
in lawful money of the United States in Federal or other immediately available
funds at the office of Morgan Guaranty Trust Company of New York, 60 Wall
Street, New York, New York.

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


                                       




<PAGE>
<PAGE>



               This note is one of the Notes referred to in and subject to the
terms of the $1,500,000,000 Credit Agreement dated as of June 30, 1995 among the
Borrower, the banks party thereto and Morgan Guaranty Trust Company of New York,
as Agent (as the same may be amended from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement are used herein with the same meanings.
Reference is made to the Credit Agreement for provisions for the mandatory and
optional prepayment hereof and the acceleration of the maturity hereof.


                                            AT&T CAPITAL CORPORATION



                                            By________________________
                                               Title:



                                       


                                        2


<PAGE>
<PAGE>




                                  Note (cont'd)


                         LOANS AND PAYMENTS OF PRINCIPAL



--------------------------------------------------------------------------------
                                                 Amount of
               Amount of        Type of          Principal     Notation
   Date          Loan            Loan            Repaid        Made By
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




                                       


                                        3


<PAGE>
<PAGE>



                                                                       EXHIBIT B



                       Form of Money Market Quote Request




                                                       [Date]




To:            Morgan Guaranty Trust Company of New York
                 (the "Agent")

From:          AT&T Capital Corporation

Re:            $1,500,000,000 Credit Agreement (as amended,
               the "Credit Agreement") dated as of June 30,
               1995 among the Borrower, the Banks party
               thereto and the Agent


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


Date of Borrowing:  __________________

Principal Amount*                              Interest Period**

$


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

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

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

                                       

                                        1


<PAGE>
<PAGE>



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


                                            AT&T CAPITAL CORPORATION



                                            By________________________
                                               Title:



                                       




<PAGE>
<PAGE>




                                                                 EXHIBIT C



                   Form of Invitation for Money Market Quotes




To:            [Name of Bank]

Re:            Invitation for Money Market Quotes to AT&T
               Capital Corporation (the "Borrower")


               Pursuant to Section 2.03 of the $1,500,000,000 Credit Agreement
(as amended, the "Credit Agreement") dated as of June 30, 1995 among the
Borrower, the Banks parties thereto and the undersigned, as Agent, we are
pleased on behalf of the Borrower to invite you to submit Money Market Quotes to
the Borrower for the following proposed Money Market Borrowing(s):


Date of Borrowing:  __________________

Principal Amount                               Interest Period


$


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

               Please respond to this invitation by no later than [4:00 P.M.]
[9:30 A.M.] (New York City time) on [date].

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


                                            MORGAN GUARANTY TRUST COMPANY
                                              OF NEW YORK, as Agent


                                            By______________________
                                               Authorized Officer


                                       




<PAGE>
<PAGE>



                                                                 EXHIBIT D


                           Form of Money Market Quote


To:            Morgan Guaranty Trust Company of New York,
                 as Agent

Re:            Money Market Quote to AT&T Capital
               Corporation (the "Borrower")


               In response to your invitation on behalf of the Borrower dated
_____________, 19__, we hereby make the following Money Market Quote on the
following terms:

1.      Quoting Bank:  ________________________________

2.      Person to contact at Quoting Bank:

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

3.      Date of Borrowing: ____________________*

4.      We hereby offer to make Money Market Loan(s) in the
        following principal amounts, for the following
        Interest Periods and at the following rates:

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

$

$


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

----------

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


                                        1




<PAGE>
<PAGE>



               We understand and agree that the offer(s) set forth above,
subject to the satisfaction of the applicable conditions set forth in the
$1,500,000,000 Credit Agreement (as amended, the "Credit Agreement") dated as of
June 30, 1995 among the Borrower, the Banks party thereto and yourselves, as
Agent, irrevocably obligates us to make the Money Market Loan(s) for which any
offer(s) are accepted, in whole or in part.

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


                                            Very truly yours,

                                            [NAME OF BANK]


Dated:_______________                   By:__________________________
                                               Authorized Officer




































----------

*** Not less than one month or not less than 14 days, as specified in the
related Invitation. No more than five bids are permitted for each Interest
Period.

**** Margin over or under the London Interbank Offered Rate determined
for the applicable Interest Period. Specify percentage (to the nearest 1/10,000
of 1%) and specify whether "PLUS" or "MINUS".

***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%).

                                       




<PAGE>
<PAGE>



                                                                 EXHIBIT E



                                   OPINION OF
                            COUNSEL FOR THE BORROWER







To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

               I am [General Counsel] [Assistant General Counsel] of AT&T
Capital Corporation (the "Borrower"), and as such, have acted as counsel for the
Borrower in connection with the $1,500,000,000 Credit Agreement (the "Credit
Agreement") dated as of June 30, 1995 among the Borrower, the banks listed on
the signature pages thereof and Morgan Guaranty Trust Company of New York, as
Agent. Terms defined in the Credit Agreement are used herein as therein defined.
This opinion is being rendered to you at the request of the Borrower pursuant to
Section 3.01(b) of the Credit Agreement.

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

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

               1. The Borrower is a corporation duly incorporated, validly
existing and in good standing under the laws of Delaware, and has all corporate
power and all governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted, except those which the
failure to have would not have a Material Adverse Effect.

                                       




<PAGE>
<PAGE>




               2. The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes are within the Borrower's corporate power, have
been duly authorized by all necessary corporate action, require no action by or
in respect of, or filing with, any governmental body, agency or official and do
not contravene, or constitute a default under, any provision of applicable law
or regulation or of the certificate of incorporation or by-laws of the Borrower
or of any material agreement, judgment, injunction, order, decree or other
material instrument binding upon the Borrower or result in the creation or
imposition of any Lien on any asset of the Borrower.

               3. The Credit Agreement constitutes a valid and binding agreement
of the Borrower and the Notes constitute valid and binding obligations of the
Borrower, in each case enforceable against the Borrower in accordance with their
respective terms, except as the same may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and similar laws affecting
creditors' rights generally and by general principles of equity (regardless of
whether considered in a proceeding in equity or at law).

               4. There is no action, suit or proceeding pending against, or to
the best of my knowledge threatened against, the Borrower or any of its
Consolidated Subsidiaries before any court or arbitrator or any governmental
body, agency or official, in which there is a reasonable probability of an
adverse decision which would have a Material Adverse Effect or which in any
manner draws into question the validity of the Credit Agreement or the Notes.

               5. Each of the Borrower's Consolidated Subsidiaries which is a
corporation is a corporation validly existing and in good standing under the
laws of its jurisdiction of incorporation, and has all corporate power and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted, except those which the failure to have would
not have a Material Adverse Effect.

               I am a member of the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of New York, the federal
laws of the United States of America and the General Corporation Law of the
State of Delaware. In giving the foregoing opinion, I express no opinion as to
the effect (if any) of any law of any jurisdiction (except the State of New
York) in which any Bank is located which limits the rate of interest that such
Bank may charge or collect.

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

                                Very truly yours,

                                       


                                        3


<PAGE>
<PAGE>




                                                                       EXHIBIT F




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







To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

               We have participated in the preparation of the $1,500,000,000
Credit Agreement (the "Credit Agreement") dated as of June 30, 1995 among AT&T
Capital Corporation, a Delaware corporation (the "Borrower"), the banks listed
on the signature pages thereof (the "Banks") and Morgan Guaranty Trust Company
of New York, as Agent (the "Agent"), and have acted as special counsel for the
Agent for the purpose of rendering this opinion pursuant to Section 3.01(c) of
the Credit Agreement. Terms defined in the Credit Agreement are used herein as
therein defined.

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

               Upon the basis of the foregoing, we are of the opinion that:

               1. The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes are within the Borrower's corporate power and
have been duly authorized by all necessary corporate action.


                                        1




<PAGE>
<PAGE>



               2. The Credit Agreement constitutes a valid and binding agreement
of the Borrower and the Notes constitute valid and binding obligations of the
Borrower, in each case enforceable against the Borrower in accordance with their
respective terms, except as the same may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and similar laws affecting
creditors' rights generally and by general principles of equity (regardless of
whether considered in a proceeding in equity or at law).

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

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

                                            Very truly yours,

                                       


                                           2


<PAGE>
<PAGE>




                                                                   EXHIBIT G



                       ASSIGNMENT AND ASSUMPTION AGREEMENT




               AGREEMENT dated as of _________, 19__ among [ASSIGNOR] (the
"Assignor"), [ASSIGNEE] (the "Assignee"), AT&T CAPITAL CORPORATION (the
"Borrower") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
"Agent").


                               W I T N E S S E T H


               WHEREAS, this Assignment and Assumption Agreement (the
"Agreement") relates to the $1,500,000,000 Credit Agreement dated as of June 30,
1995 among the Borrower, the Assignor and the other Banks party thereto, as
Banks, and the Agent (as amended, the "Credit Agreement");

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

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

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

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

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

                                       




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               SECTION 2. Assignment. The Assignor hereby assigns and sells to
the Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the purchase
from the Assignor of the corresponding portion of the principal amount of the
[Committed] Loans made by the Assignor outstanding at the date hereof. Upon the
execution and delivery hereof by the Assignor, the Assignee, the Borrower and
the Agent and the payment of the amounts specified in Section 3 hereof required
to be paid on the date hereof (i) the Assignee shall, as of the date hereof,
succeed to the rights and be obligated to perform the obligations of a Bank
under the Credit Agreement with a Commitment in an amount equal to the Assigned
Amount, and (ii) the Commitment of the Assignor shall, as of the date hereof, be
reduced by a like amount and the Assignor released from its obligations under
the Credit Agreement to the extent such obligations have been assumed by the
Assignee. The assignment provided for herein shall be without recourse to the
Assignor.

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

               SECTION 4. Consent of the Borrower and the Agent. This Agreement
is conditioned upon the consent of the Borrower and the Agent pursuant to
Section 9.06(c) of the Credit Agreement. The execution of this Agreement by the
Borrower and the Agent is evidence of this consent. Pursuant to Section 9.06(c)
the Borrower agrees to execute and deliver a Note payable to the order of the
Assignee to evidence the assignment and assumption provided for herein.

               SECTION 5. Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection




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

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

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

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


                                            [ASSIGNOR]


                                            By_________________________
                                              Title:



                                            [ASSIGNEE]


                                            By__________________________
                                              Title:



                                            AT&T CAPITAL CORPORATION


                                            By__________________________
                                              Title:



                                       


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                                            MORGAN GUARANTY TRUST COMPANY
                                              OF NEW YORK, as Agent


                                            By__________________________
                                              Title:



                                       


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