AT&T CORP
2002 CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>attcreditagree8k101002.txt
<DESCRIPTION>2002 CREDIT AGREEMENT
<TEXT>

              AMENDED AND RESTATED 364-DAY COMPETITIVE ADVANCE AND
                       REVOLVING CREDIT FACILITY AGREEMENT







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


                                 $4,000,000,000

                   364-DAY REVOLVING CREDIT FACILITY AGREEMENT

                           Dated as of October 9, 2002

                                      among

                                    AT&T CORP.,

                            THE LENDERS PARTY HERETO,

                      JPMORGAN CHASE BANK, CITIBANK, N.A.,
          CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH and GOLDMAN
                           SACHS CREDIT PARTNERS L.P.,
                            as Administrative Agents

                                       and

                                 CITIBANK, N.A.,
                                as Paying Agent,

                                      with

J.P.  MORGAN  SECURITIES  INC.,  SALOMON SMITH BARNEY INC.,  CREDIT SUISSE FIRST
BOSTON,  CAYMAN ISLANDS BRANCH and GOLDMAN SACHS CREDIT  PARTNERS L.P., as Joint
Lead Arrangers and Bookrunners

                                       and

BANK OF AMERICA,  N.A., HSBC BANK USA, MORGAN STANLEY BANK and THE ROYAL BANK OF
SCOTLAND PLC, as Co-Arrangers


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






<PAGE>


                                       iii
                                 AT&T CREDIT AGREEMENT
                                TABLE OF CONTENTS





                                    ARTICLE I
                                   Definitions

SECTION 1.01. Defined Terms...................................................1
SECTION 1.02. Terms Generally................................................14


                                   ARTICLE II
                                   The Credits

SECTION 2.01. Commitments....................................................15
SECTION 2.02. Loans   15
SECTION 2.03. [Intentionally Omitted]........................................16
SECTION 2.04. Borrowing Procedure............................................16
SECTION 2.05. Conversion and Continuation of Loans...........................17
SECTION 2.06. Fees    18
SECTION 2.07. Repayment of Loans; Evidence of Debt...........................18
SECTION 2.08. Interest on Loans..............................................19
SECTION 2.09. Default Interest...............................................19
SECTION 2.10. Alternate Rate of Interest.....................................20
SECTION 2.11. Termination and Reduction of Commitments.......................20
SECTION 2.12. Prepayment.....................................................20
SECTION 2.13. Reserve Requirements; Change in Circumstances..................21
SECTION 2.14. Change in Legality.............................................22
SECTION 2.15. Indemnity......................................................23
SECTION 2.16. Pro Rata Treatment.............................................24
SECTION 2.17. Sharing of Setoffs.............................................24
SECTION 2.18. Payments.......................................................24
SECTION 2.19. Taxes   25
SECTION 2.20. Mandatory Assignment; Commitment Termination...................27


                                   ARTICLE III
                         Representations and Warranties

SECTION 3.01. Organization; Powers...........................................28
SECTION 3.02. Authorization..................................................28
SECTION 3.03. Enforceability.................................................28
SECTION 3.04. Governmental Approvals.........................................28
SECTION 3.05. Financial Statements...........................................28
SECTION 3.06. Litigation; Compliance with Laws...............................29
SECTION 3.07. Federal Reserve Regulations....................................29
SECTION 3.08. Investment Company Act; Public Utility Holding Company Act.....29
SECTION 3.09. Use of Proceeds................................................30
SECTION 3.10. No Material Misstatements......................................30


                                   ARTICLE IV
                   Conditions of Effectiveness and of Lending

SECTION 4.01. All Borrowings.................................................30
SECTION 4.02. Closing Date...................................................30


                                    ARTICLE V
                                    Covenants

SECTION 5.01. Existence......................................................32
SECTION 5.02. Financial Statements, Reports, Etc.............................32
SECTION 5.03. Maintaining Records............................................32
SECTION 5.04. Use of Proceeds................................................33
SECTION 5.05. Consolidations, Mergers, Sales of Assets and Separation
Transactions.................................................................33
SECTION 5.06. Limitations on Liens...........................................33
SECTION 5.07. Limitations on Sale and Leaseback Transactions.................35
SECTION 5.08. Total Debt to EBITDA Ratio.....................................35


                                   ARTICLE VI
                                Events of Default

SECTION 6.01.         .......................................................35


                                   ARTICLE VII
                                   The Agents

SECTION 7.01.         .......................................................38


                                  ARTICLE VIII
                                  Miscellaneous

SECTION 8.01. Notices 40
SECTION 8.02. Survival of Agreement..........................................41
SECTION 8.03. Binding Effect.................................................41
SECTION 8.04. Successors and Assigns.........................................41
SECTION 8.05. Expenses; Indemnity............................................44
SECTION 8.06. Applicable Law.................................................45
SECTION 8.07. Waivers; Amendment.............................................45
SECTION 8.08. Entire Agreement...............................................46
SECTION 8.09. Severability...................................................46
SECTION 8.10. Execution in Counterparts......................................46
SECTION 8.11. Headings.......................................................46
SECTION 8.12. Jurisdiction, Etc..............................................46
SECTION 8.13. Waiver of Jury Trial...........................................48


Schedules and Exhibits

Schedule 2.01.....         Commitments

Exhibit A                  Form of Borrowing Request
Exhibit B                  Form of Assignment and Acceptance
Exhibit C                  Form of Opinion of Counsel for AT&T Corp.
Exhibit D                  Form of Note




<PAGE>


NYDOCS03/637079                                 AT&T CREDIT AGREEMENT

NYDOCS03/637079                                 AT&T CREDIT AGREEMENT
                  364-DAY REVOLVING CREDIT FACILITY AGREEMENT (this "Agreement")
dated as of  _________,  2002,  among AT&T CORP.,  a New York  corporation  (the
"Borrower"), the lenders listed in Schedule 2.01 (the "Lenders"), JPMORGAN CHASE
BANK  ("JPMorgan"),  CITIBANK,  N.A.  ("Citibank"),  CREDIT SUISSE FIRST BOSTON,
CAYMAN ISLANDS BRANCH ("CSFB") and GOLDMAN SACHS CREDIT PARTNERS L.P.  ("GSCP"),
as administrative agents for the Lenders (in such capacity,  the "Administrative
Agents"),  Citibank,  as paying  agent for the  Lenders (in such  capacity,  the
"Paying Agent") and with J.P. MORGAN SECURITIES INC., SALOMON SMITH BARNEY INC.,
CSFB  and  GSCP as  joint  lead  arrangers  and  bookrunners  (the  "Joint  Lead
Arrangers").

PRELIMINARY STATEMENTS

                  (1) The  Borrower  is a  party  to that  certain  Amended  and
Restated 364-Day  Competitive  Advance and Revolving  Credit Facility  Agreement
dated as of  December  14,  2001 (the  "Existing  Credit  Facility"),  among the
Borrower,  the lenders party thereto, the co-arrangers party thereto,  Citibank,
CSFB,  Deutsche  Bank AG New York  Branch and GSCP,  as  administrative  agents,
Citibank,  as paying agent, and Salomon Smith Barney Inc.,  CSFB,  Deutsche Bank
Alex Brown Inc. and GSCP, as joint lead arrangers and bookrunners.

                  (2) The Borrower has requested  that the Lenders extend credit
to the Borrower to enable it to borrow on a revolving  credit basis on and after
the date hereof and at any time and from time to time prior to the Maturity Date
(as herein defined) a principal  amount not in excess of  $4,000,000,000  at any
time outstanding (the "Facility"). The proceeds of borrowings under the Facility
are to be used to refinance the Existing  Credit  Facility and for other general
corporate  purposes  of  the  Borrower,  including  the  repayment  of  maturing
commercial paper of the Borrower.  The Lenders are willing to extend such credit
to the Borrower on the terms and subject to the conditions herein set forth.

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

     ARTICLE  I  Definitions  SECTION  1.01.  Defined  Terms.  As  used  in this
Agreement,  the  following  terms  shall  have  the  meanings  specified  below:
-------------

                  "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

                  "ABR  Loan"  shall  mean any  Revolving  Credit  Loan  bearing
         interest at a rate  determined by reference to the Alternate  Base Rate
         in accordance with the provisions of Article II.

                  "Administrative  Agents"  shall have the meaning  specified in
the recital of parties to this Agreement.

                  "Administrative  Fees" shall have the meaning assigned to such
term in Section 2.06(c).

                  "Affiliate"  shall mean, when used with respect to a specified
         person,  another  person  that  directly or  indirectly  controls or is
         controlled by or is under common control with the person specified.

                  "Agent Parties" shall mean the Agents and the Joint Lead
Arrangers.

                  "Agents" shall mean the  Administrative  Agents and the Paying
Agent.

                  "Alternate  Base  Rate"  shall  mean,  for any day, a rate per
         annum (rounded upwards, if necessary,  to the next 1/16 of 1%) equal to
         the  greater  of (a) the  Prime  Rate in effect on such day and (b) the
         Federal Funds  Effective Rate in effect on such day plus 1/2 of 1%. For
         purposes hereof, "Prime Rate" shall mean the rate of interest per annum
         publicly  announced  from time to time by the Paying Agent as its prime
         rate in effect at its principal office in New York City; each change in
         the Prime Rate shall be  effective  on the date such change is publicly
         announced as effective.  For purposes hereof,  "Federal Funds Effective
         Rate" shall mean,  for any day,  the  weighted  average of the rates on
         overnight  Federal  funds  transactions  with  members  of the  Federal
         Reserve System  arranged by Federal funds  brokers,  as released on the
         next  succeeding  Business Day by the Federal Reserve Bank of New York,
         or, if such  rate is not so  released  for any day which is a  Business
         Day, the  arithmetic  average  (rounded  upwards to the next 1/100th of
         1%), as determined by the Paying Agent,  of the  quotations for the day
         of such  transactions  received by the Paying Agent from three  Federal
         funds brokers of recognized  standing selected by it. If for any reason
         the Paying Agent shall have determined  (which  determination  shall be
         conclusive  absent  manifest  error) that it is unable to ascertain the
         Federal Funds Effective Rate for any reason, including the inability or
         failure  of  the  Paying  Agent  to  obtain  sufficient  quotations  in
         accordance  with the terms  thereof,  the Alternate  Base Rate shall be
         determined  without  regard to clause (b) of the first sentence of this
         definition  until the  circumstances  giving rise to such  inability no
         longer exist.  Any change in the Alternate Base Rate due to a change in
         the Prime Rate or the Federal Funds  Effective  Rate shall be effective
         on the  effective  date of such change in the Prime Rate or the Federal
         Funds Effective Rate, respectively.

                  "Applicable Facility Fee Percentage" shall mean on any date, a
         percentage per annum determined by reference to the Public Debt Ratings
         in effect on such date as set forth below:

--------------------------------------------------------------
-------------------------------------------------------------
       Applicable Facility Fee Percentage Pricing Grid
--------------------------------------------------------------
-------------------------------- -----------------------------
      Public Debt Ratings          Applicable Facility Fee
          Moody's/S&P                     Percentage
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 1

     Greater than or equal                  0.085%
  to A3 or A- and A1 and P-1
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 2

   Greater than or equal to                 0.10%
 A3 or A- and A-2 and P-2 but
       less than Level 1
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 3

 Greater than or equal to Baa1              0.125%
 or BBB+ but less than Level 2
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 4

 Greater than or equal to Baa2              0.15%
        or BBB but less
         than Level 3
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 5                         0.20%
            -------

 Greater than or equal to Baa3
and BBB- but less than Level 4
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 6
                                            0.25%
    Less than Baa3 or BBB-
-------------------------------- -----------------------------

         provided  that,  except as set forth above,  if the Public Debt Ratings
         established or deemed to have been  established by Moody's or S&P shall
         fall  within  different  levels,  then (x) if either of the Public Debt
         Ratings  is equal to Baa2 or BBB or higher  and the other  Public  Debt
         Rating falls within Level 1, 2 or 3, the applicable  percentage will be
         based on the higher of the two Public  Debt  Ratings  unless one of the
         two Public Debt Ratings is two or more levels lower than the other,  in
         which case the applicable  percentage  shall be determined by reference
         to the  level  next  above  that of the  lower of the two  Public  Debt
         Ratings and (y) if either of the Public  Debt  Ratings is equal to Baa3
         or BBB- or lower  and the  other  Public  Debt  Rating  falls  within a
         different Level,  the applicable  percentage will be based on the lower
         of the two Public Debt Ratings.

                  "Applicable  Margin"  shall mean on any date,  with respect to
         Eurodollar Loans, a percentage per annum determined by reference to the
         Public Debt Ratings in effect on such date as set forth below:

--------------------------------------------------------------
               Applicable Margin Pricing Grid
--------------------------------------------------------------
-------------------------------- -----------------------------
      Public Debt Ratings             Applicable Margin
         Moody's/S&P
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 1

     Greater than or equal                  0.54%
  to A3 or A- and A-1 and P-1
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 2

   Greater than or equal to                 0.65%
 A3 or A- and A-2 and P-2 but
       less than Level 1
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 3

 Greater than or equal to Baa1              0.875%
 or BBB+ but less than Level 2
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 4

 Greater than or equal to Baa2              1.10%
        or BBB but less
         than Level 3
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 5                         1.55%
            -------

 Greater than or equal to Baa3
and BBB- but less than Level 4
-------------------------------- -----------------------------
-------------------------------- -----------------------------
            Level 6                         2.00%
            -------

    Less than Baa3 or BBB-
-------------------------------- -----------------------------

         provided  that,  except as set forth above,  if the Public Debt Ratings
         established or deemed to have been  established by Moody's or S&P shall
         fall  within  different  levels,  then (x) if either of the Public Debt
         Ratings  is equal to Baa2 or BBB or higher  and the other  Public  Debt
         Rating falls within Level 1, 2 or 3, the applicable  percentage will be
         based on the higher of the two Public  Debt  Ratings  unless one of the
         two Public Debt Ratings is two or more levels lower than the other,  in
         which case the applicable  percentage  shall be determined by reference
         to the  level  next  above  that of the  lower of the two  Public  Debt
         Ratings and (y) if either of the Public  Debt  Ratings is equal to Baa3
         or BBB- or lower  and the  other  Public  Debt  Rating  falls  within a
         different Level,  the applicable  percentage will be based on the lower
         of the two Public Debt Ratings.

                  "Assignment  and  Acceptance"  shall  mean an  assignment  and
         acceptance entered into by a Lender and an assignee with the consent of
         the  Borrower,  and  accepted by the Paying  Agent in  accordance  with
         Section 8.04(e), substantially in the form of Exhibit B hereto.

                  "AT&T  Broadband"  means the  Borrower's  broadband  business;
         provided that for purposes of the definition of  "Indebtedness",  "AT&T
         Broadband" shall mean any Person or Persons (whether existing as of the
         date hereof or subsequently  formed) holding any significant portion of
         the Borrower's  broadband  business upon  consummation  of a Separation
         Transaction (including, without limitation, the Broadband Separation).

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

                  "At Home Corporation" means At Home Corporation, a Delaware
corporation.

                  "Attributable  Debt"  shall  mean,  as  of  the  date  of  its
         determination,   the  present  value  (discounted  semiannually  at  an
         interest rate implicit in the terms of the lease) of the  obligation of
         a lessee  for  rental  payments  pursuant  to any  Sale  and  Leaseback
         Transaction  (reduced  by the amount of the rental  obligations  of any
         sublessee  of all or part of the same  property)  during the  remaining
         term of such Sale and Leaseback  Transaction  (including any period for
         which  the lease  relating  thereto  has been  extended),  such  rental
         payments not to include  amounts  payable by the lessee for maintenance
         and repairs,  insurance, taxes, assessments and similar charges and for
         contingent  rents  (such as those based on sales);  provided,  however,
         that in the case of any Sale and  Leaseback  Transaction  in which  the
         lease is  terminable  by the  lessee  upon the  payment  of a  penalty,
         Attributable Debt shall mean the lesser of the present value of (a) the
         rental  payments to be paid under such Sale and  Leaseback  Transaction
         until the first date (after the date of such  determination) upon which
         it may be so  terminated  plus the then  applicable  penalty  upon such
         termination and (b) the rental payments  required to be paid during the
         remaining  term of such Sale and Leaseback  Transaction  (assuming such
         termination provision is not exercised).

                  "Board"  shall  mean the  Board of  Governors  of the  Federal
Reserve System of the United States.

                  "Board of Directors"  shall mean the Board of Directors of the
Borrower or any duly authorized committee thereof.

                  "Borrowing"  shall mean a group of Revolving Credit Loans of a
         single  Type  made by the  Lenders  on a single  date and as to which a
         single Interest Period is in effect.

                  "Borrowing  Request"  shall mean a request  made  pursuant  to
Section 2.04 in the form of Exhibit A.

                  "Broadband  Receivable"  shall have the meaning  specified  in
Section 6.01(i).

                  "Broadband   Separation"  shall  mean  the  spin-off  of  AT&T
         Broadband from the Borrower and the related merger with Comcast.

                  "Business Day" shall mean any day (other than a day which is a
         Saturday,  Sunday or legal  holiday  in the State of New York) on which
         banks are open for business in New York City; provided,  however, that,
         when used in connection with a Eurodollar Loan, the term "Business Day"
         shall also  exclude any day on which banks are not open for dealings in
         dollar deposits in the London interbank market.

                  "Closing  Date"  shall  mean  the  first  date  on  which  the
conditions set forth in Section 4.02 shall have been satisfied.

                  "Code"  shall mean the Internal  Revenue Code of 1986,  as the
same may be amended from time to time.

                  "Comcast"  shall  mean  Comcast  Corporation,  a  Pennsylvania
corporation.

                  "Commitment"  shall mean,  with  respect to each  Lender,  the
         Commitment of such Lender as set forth in Schedule 2.01 hereto.

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

                  "Consolidated Net Tangible Assets" shall mean, at any date, as
         to the  Borrower,  the  total  assets  appearing  on the most  recently
         prepared   consolidated   balance   sheet  of  the   Borrower  and  its
         Consolidated  Subsidiaries  as of the  end of the  most  recent  fiscal
         quarter of the  Borrower  for which such  balance  sheet is  available,
         prepared in accordance with GAAP,  less (a) all current  liabilities as
         shown on such balance sheet and (b) Intangible Assets.

                  "Default" shall mean any event or condition which upon notice,
         lapse of time or both would constitute an Event of Default.

                  "dollars" or "$" shall mean lawful money of the United States
of America.

                  "Equity  Interests" means, with respect to any Person,  shares
         of capital  stock of (or other  ownership or profit  interests in) such
         Person,  warrants,  options or other  rights for the  purchase or other
         acquisition  from such  Person of shares of capital  stock of (or other
         ownership or profit interests in) such Person,  securities  convertible
         into or exchangeable for shares of capital stock of (or other ownership
         or profit interests in) such Person or warrants,  rights or options for
         the purchase or other  acquisition  from such Person of such shares (or
         such other interests),  and other ownership or profit interests in such
         Person (including,  without  limitation,  partnership,  member or trust
         interests  therein),  whether  voting or nonvoting,  and whether or not
         such  shares,   warrants,   options,  rights  or  other  interests  are
         authorized or otherwise existing on any date of determination.

                  "Eurodollar  Borrowing"  shall mean a Borrowing  comprised  of
Eurodollar Loans.

                  "Eurodollar Loan" shall mean any Revolving Credit Loan bearing
         interest  at a rate  determined  by  reference  to  the  LIBO  Rate  in
         accordance with the provisions of Article II.

                  "Event of  Default"  shall have the  meaning  assigned to such
term in Article VI.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Existing Credit Facility" shall have the meaning set forth in
Preliminary Statement No. (1).

                  "Facility"  shall have the  meaning  set forth in  Preliminary
Statement (2).

                  "Facility Fee" shall have the meaning assigned to such term in
Section 2.06(a).

                  "Fee Letter"  shall mean the Fee Letter dated August 30, 2002,
         among the Borrower, the Joint Lead Arrangers, JPMorgan and Citibank.

                  "Fees" shall mean the Facility Fee, the Utilization Fee and
the Administrative Fees.

                  "Financial  Officer" of any  corporation  shall mean the chief
         financial officer, principal accounting officer, Treasurer or Assistant
         Treasurer of such corporation.

                  "GAAP" shall mean generally  accepted  accounting  principles,
applied on a consistent basis.

                  "Governmental  Authority" shall mean any Federal, state, local
         or foreign court or governmental agency, authority,  instrumentality or
         regulatory body.

                  "Granting  Lender" shall have the meaning specified in Section
8.04.

         "Indebtedness"  of any Person shall mean all indebtedness  representing
money borrowed which is created,  assumed,  incurred or guaranteed in any manner
by such Person or for which such  Person is  responsible  or liable  (whether by
agreement  to  purchase  indebtedness  of, or to supply  funds to or invest  in,
others or otherwise),  excluding (i) indebtedness of AT&T Latin America, so long
as AT&T Latin America is a non-wholly-owned  Subsidiary of the Borrower and (ii)
Monetized  Debt;  provided  that for  purposes of  determining  compliance  with
Section 5.08,  (a)  Indebtedness  in the form of guarantees  entered into by the
Borrower  or  its  Subsidiaries  or  for  which  the  Borrower  or  any  of  its
Subsidiaries  is  responsible  or liable shall  exclude (i)  keep-well and other
similar agreements to advance or supply funds (x) for the purchase or payment of
any primary  obligation of any other Person  (including  AT&T Latin America,  so
long as it is a non-wholly-owned  Subsidiary of the Borrower) (such other Person
being the  "primary  obligor")  or (y) to  maintain  working  capital  or equity
capital of the primary  obligor or otherwise  maintain the net worth or solvency
of  the  primary   obligor  and  (ii)   guarantees  of  obligations   for  which
cross-guarantees  or  cross-indemnifications  in favor of the  Borrower  or such
Subsidiary  from  Liberty  Media  Corporation  or AT&T  Broadband  exist and (b)
Indebtedness   shall  be  calculated  (i)  net  of  cash  and  cash  equivalents
(including,  without  limitation,  cash and cash equivalents the use of which is
restricted  to secure or repay  Indebtedness,  but only to the  extent  that the
relevant  Indebtedness  is reflected on the  consolidated  balance  sheet of the
Borrower and its Subsidiaries and excluding cash and cash equivalents the use of
which is  restricted  in  accordance  with  Section  5.06(g)  to the  payment of
principal  of,  interest  on,  or fees in  connection  with  the  incurrence  of
Monetized Debt),  held by the Borrower and its Consolidated  Subsidiaries on the
date of  determination  (other than cash and cash equivalents held by AT&T Latin
America,  so long as it is a  non-wholly-owned  Subsidiary  of the Borrower) and
(ii) in the case of non-dollar denominated Indebtedness,  after giving effect to
the  mark-to-market  value of any currency  hedge  transactions  entered into to
protect  such  Person  from  fluctuations  in  exchange  rates  related  to such
Indebtedness.

         "1990  Indenture"  means the  Indenture  dated as of  September 7, 1990
between  American  Telephone and Telegraph  Company and The Bank of New York, as
Trustee.

                  "Intangible   Assets"   shall  mean  the  value  (net  of  any
         applicable  reserves),  as shown on or reflected  in the most  recently
         prepared   consolidated   balance   sheet  of  the   Borrower  and  its
         Consolidated  Subsidiaries  as of the  end of the  most  recent  fiscal
         quarter of the Borrower of: (i) all trade names, trademarks,  licenses,
         patents,  copyrights and goodwill; (ii) organizational costs; and (iii)
         deferred  charges  (other than prepaid items such as insurance,  taxes,
         interest,  commissions,  rents and similar  items and  tangible  assets
         being  amortized);  but in no event shall the term "Intangible  Assets"
         include product development costs.

                  "Interest  Payment  Date"  shall  mean,  with  respect  to any
         Revolving  Credit Loan, the last day of the Interest Period  applicable
         thereto and, in the case of a Eurodollar  Loan with an Interest  Period
         of more than three months'  duration,  each day that would have been an
         Interest  Payment Date for such  Revolving  Credit Loan had  successive
         Interest  Periods of three  months'  duration  been  applicable to such
         Revolving  Credit Loan and, in addition,  the date of any conversion of
         such  Revolving  Credit Loan to a Revolving  Credit Loan of a different
         Type.

                  "Interest   Period"  shall  mean  (a)  as  to  any  Eurodollar
         Borrowing,  the period  commencing on the date of such  Borrowing or on
         the last day of the immediately preceding Interest Period applicable to
         such  Borrowing,  as the case may be,  and  ending  on the  numerically
         corresponding day (or, if there is no numerically corresponding day, on
         the  last  day) in the  calendar  month  that  is 1,  2, 3 or 6  months
         thereafter, as the Borrower may elect, and (b) as to any ABR Borrowing,
         the period  commencing on the date of such Borrowing or on the last day
         of  the  immediately  preceding  Interest  Period  applicable  to  such
         Borrowing,  as the case may be, and ending on the  earliest  of (i) the
         next  succeeding  March 31, June 30,  September 30 or December 31, (ii)
         the Maturity  Date, and (iii) the date such Borrowing is converted to a
         Borrowing of a different Type in accordance with Section 2.05 or repaid
         or prepaid in accordance  with Section 2.07 or Section 2.12;  provided,
         however,  that if any  Interest  Period would end on a day other than a
         Business  Day,  such  Interest  Period  shall be  extended  to the next
         succeeding  Business Day unless,  in the case of Eurodollar Loans only,
         such  next  succeeding  Business  Day would  fall in the next  calendar
         month,  in  which  case  such  Interest  Period  shall  end on the next
         preceding  Business Day.  Interest  shall accrue from and including the
         first day of an Interest  Period to but  excluding the last day of such
         Interest Period.

                  "Joint Lead Arrangers" shall have the meaning specified in the
recital of parties to this Agreement.

                  "LIBO Rate" shall mean, with respect to each Interest  Period,
         a rate of  interest  determined  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  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,
         "LIBO Rate" in respect of any Interest Period will be determined on the
         basis of the rates at which  deposits  in  United  States  dollars  are
         offered by the Paying Agent at  approximately  11:00 a.m. (London time)
         on the day that is two Business  Days  preceding  the first day of such
         Interest  Period to prime  banks in the London  interbank  market for a
         period equal to such  Interest  Period  commencing  on the first day of
         such Interest Period.

                  "Lien"  shall  mean,  with  respect  to  any  asset,  (a)  any
         mortgage,  deed of trust,  lien,  pledge,  hypothecation,  encumbrance,
         charge  or  security  interest  in,  on or of  such  asset  and (b) the
         interest of a vendor or lessor under any  conditional  sale  agreement,
         capital lease or title retention agreement relating to such asset.

                  "Long Term Debt" shall mean,  at any time,  any publicly  held
         senior  unsecured  debt  obligations  outstanding  at such  time with a
         maturity  more  than  one  year  after  the  date of any  determination
         hereunder.

                  "Long Term Senior  Debt" shall have the meaning  specified  in
the definition of "Public Debt Ratings".

                  "Margin  Regulations" shall mean Regulations T, U and X of the
         Board as from time to time in  effect,  and all  official  rulings  and
         interpretations thereunder or thereof.

                  "Margin  Stock"  shall have the meaning  given such term under
Regulation U of the Board.

                  "Material  Adverse  Effect"  shall mean a  materially  adverse
         effect on the business,  assets, operations or condition,  financial or
         otherwise,  of the Borrower and its  Subsidiaries  taken as a whole (it
         being understood that neither the proposed Broadband Separation nor any
         event, condition or result reflected in reports or financial statements
         filed  with the SEC prior to August 14,  2002,  shall be deemed to give
         rise to a Material Adverse Effect).

                  "Maturity Date" shall mean October 8, 2003.

     "Merger  Agreement" shall mean the Agreement and Plan of Merger dated as of
December 19, 2001, as amended as of May 14, 2002 by and among the Borrower, AT&T
Broadband Corp.,  Comcast, AT&T Broadband Acquisition Corp., Comcast Acquisition
Corp. and AT&T Comcast Corporation.

                  "Monetized Debt" shall mean  Indebtedness of the Borrower or a
         non-operating  Subsidiary  of the Borrower  secured by capital stock of
         Persons  not  directly  or   indirectly   controlled  by  the  Borrower
         (collectively,  the "Available Stock"), so long as the Borrower or such
         non-operating Subsidiary has at all times sufficient Available Stock so
         that  upon  maturity  or  exchange  prior to  maturity  it may  satisfy
         substantially  all of the obligations  arising under such  Indebtedness
         (other  than   obligations   to  pay  cash   coupon   amounts  on  such
         Indebtedness) solely by the delivery of Available Stock.

                  "Moody's" shall mean Moody's Investors Service, Inc. or any
 successor rating agency.

                  "Operational  EBITDA"  shall  mean,  for any period  operating
         income  (or  operating  loss)  of the  Borrower  and  its  Consolidated
         Subsidiaries,  excluding  the operating  income (or operating  loss) of
         AT&T Latin America (so long as it is a  non-wholly-owned  Subsidiary of
         the Borrower) and At Home  Corporation  plus, to the extent deducted in
         determining  such operating  income (or operating loss), the sum of (a)
         depreciation  expense, (b) amortization  expense, (c) restructuring and
         other  charges  and  (d)  asset  impairment  charges.  If the  Borrower
         acquires (whether by purchase, merger,  consolidation or otherwise) all
         or substantially  all of the assets or property of any other Person, or
         engages in any asset sale permitted by Section 5.05,  during any period
         in respect of which Operational  EBITDA is to be determined  hereunder,
         such  Operational  EBITDA will be determined on a pro forma basis as if
         such  acquisition  or such asset sale  occurred on the first day of the
         relevant  period  if  the  Operational  EBITDA   attributable  to  such
         acquisition or assets sold  represents  more than 10% of the Borrower's
         Operational  EBITDA  calculated  immediately  prior to giving effect to
         such acquisition or such asset sale.

                  "Paying Agent" shall have the meaning specified in the recital
of parties to this Agreement.

                  "Permitted Encumbrances" shall mean:

                           (a) Liens  imposed  by law for taxes that (x) are not
                  yet  due  or  (y)  are  being   contested  in  good  faith  by
                  appropriate  proceedings  and with  respect to which  adequate
                  reserves have been set aside in accordance with GAAP;

                           (b)    carriers',     warehousemen's,     mechanics',
                  materialmen's,  repairmen's  and other like  Liens  imposed by
                  law,  arising in the ordinary  course of business and securing
                  obligations  that (x) are not  overdue by more than 90 days or
                  (y)  are  being   contested  in  good  faith  by   appropriate
                  proceedings;

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

                           (d) deposits to secure the performance of bids, trade
                  contracts, joint-build contracts, leases, public, quasi-public
                  and   statutory   obligations,   surety  and   appeal   bonds,
                  performance bonds and other obligations of a like nature,  and
                  governmental  (foreign,  Federal,  state or  municipal)  liens
                  arising out of governmental franchise or similar agreements or
                  contracts  for the purchase of  products,  in each case in the
                  ordinary course of business;

                           (e) attachment,  judgment or similar liens in respect
                  of  judgments,  unless  such  liens  relate  to  one  or  more
                  judgments  for the  payment  of money in an  aggregate  amount
                  exceeding  $250,000,000  and (i) such  judgments have remained
                  undischarged  for a  period  of 60  consecutive  days  or more
                  during which execution has not been effectively stayed or (ii)
                  action has been legally taken by a judgment creditor to attach
                  or  levy  upon  assets  of  the  Borrower  or  any  Restricted
                  Subsidiary to enforce any such judgment;

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

                           (g) leases  (other than  leases with  respect to Sale
                  and Leaseback Transactions),  licenses and indefeasible rights
                  of use or similar  arrangements  relating to the shared use of
                  facilities entered into in the ordinary course of business and
                  consistent with past practices;

                           (h)      landlords' liens under leases of property to
 which the Borrower or a Restricted Subsidiary is a party; and

                           (i) other incidental encumbrances which do not secure
                  Indebtedness  and do not in the aggregate  materially  detract
                  from  the  value  of  the  assets  of  the  Borrower  and  its
                  Restricted  Subsidiaries or materially  impair the use thereof
                  in the operation of it business.

                  "Permitted  Receivables  Financing"  shall mean any  financing
         pursuant to which the  Borrower  or any  Restricted  Subsidiary  of the
         Borrower  may sell,  convey,  or otherwise  transfer to any Person,  or
         grant a security  interest  in, any  accounts  receivable  (and related
         assets) of the Borrower or such  Restricted  Subsidiary,  provided that
         such  financing  shall be on  customary  market terms and shall be with
         limited or no recourse to the Borrower and its  Subsidiaries  except to
         the extent customary for such transactions.

                  "Person"   or  "person"   shall  mean  any   natural   person,
         corporation,  business  trust,  joint  venture,  association,  company,
         partnership  or  government,  or any  agency or  political  subdivision
         thereof.

                  "Principal Property" of the Borrower shall mean any land, land
         improvements,  building and associated  factory,  laboratory office and
         switching equipment (excluding all products marketed by the Borrower or
         any  Subsidiary)  constituting a  manufacturing  facility,  development
         facility,  warehouse  facility,  service  facility,  office facility or
         operating facility (including any portion thereof),  which facility (a)
         is owned by or leased to the Borrower or any Restricted Subsidiary, (b)
         is located  within the United  States and (c) has an  acquisition  cost
         plus  capitalized  improvements in excess of 0.25% of Consolidated  Net
         Tangible  Assets of the Borrower as of the date of such  determination,
         other than (i) any such facility,  or portion  thereof,  which has been
         financed by obligations  issued by or on behalf of a State, a Territory
         or a possession of the United States,  or any political  subdivision of
         any of the  foregoing,  or the  District of  Columbia,  the interest on
         which is  excludable  from gross income of the holders  thereof  (other
         than a  "substantial  user" of such  facility or a "related  person" as
         those  terms  are used in  Section  103 of the  Code)  pursuant  to the
         provisions  of  Section  103 of the  Code  (or any  similar  provisions
         hereafter  enacted)  as in  effect  at the  time  of  issuance  of such
         obligations,  (ii) any such  facility  which  the  Borrower's  Board of
         Directors  may by resolution  declare is not of material  importance to
         the Borrower and the Restricted Subsidiaries taken as a whole and (iii)
         any such facility,  or portion  thereof,  owned or leased jointly or in
         common  with  one or more  persons  other  than  the  Borrower  and any
         Subsidiary  of the  Borrower  and in which the interest of the Borrower
         and all Subsidiaries of the Borrower does not exceed 50%.

                  "Proxy Statement" means the proxy statement filed with the SEC
         on May 14, 2002 in connection with the Merger Agreement.

                  "Public Debt Ratings" means, as of any date, the lowest rating
         that has been most recently announced by either S&P or Moody's,  as the
         case may be,  for any class of  non-credit  enhanced  long-term  senior
         unsecured debt (the "Long-Term  Senior Debt") and commercial paper (the
         "Short-Term  Debt")  issued  by  the  Borrower;  provided  that  if the
         Borrower has caused the credit facility  evidenced by this Agreement to
         be rated by S&P and Moody's, then such ratings shall be used in lieu of
         the ratings  applicable to Long-Term Senior Debt and Short-Term Debt of
         the Borrower for all purposes hereunder. For purposes of the foregoing,
         with respect to the Borrower (a) if S&P or Moody's shall have in effect
         a rating for only one but not both of the Long-Term  Senior Debt or the
         Short-Term Debt, the Applicable Margin and the Applicable  Facility Fee
         Percentage  shall  be  the  lowest  level  that  may be  determined  by
         reference to the available  rating;  (b) if only one of S&P and Moody's
         shall have in effect Public Debt Ratings, the Applicable Margin and the
         Applicable  Facility Fee Percentage shall be determined by reference to
         the  available  rating;  (c) if neither S&P nor  Moody's  shall have in
         effect Public Debt Ratings for either of the  Long-Term  Senior Debt or
         the Short-Term Debt, the Applicable Margin and the Applicable  Facility
         Fee  Percentage  will be set in  accordance  with  Level  6  under  the
         definition  of  "Applicable   Margin"  or   "Applicable   Facility  Fee
         Percentage",  as the case may be; (d) if any rating  established by S&P
         or Moody's  shall be changed,  such change shall be effective as of the
         date on which such  change is first  announced  publicly  by the rating
         agency  making such change;  and (e) if S&P or Moody's shall change the
         basis on which ratings are  established,  each  reference to the Public
         Debt  Ratings  announced  by S&P or Moody's,  as the case may be, shall
         refer to the then equivalent rating by S&P or Moody's,  as the case may
         be.

                  "Register"  shall have the meaning  given such term in Section
8.04(d).

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

                  "Required  Lenders"  shall mean, at any time,  Lenders  having
         Commitments  representing  at least 51% of the Total  Commitment or, if
         the  Commitments  shall  have  been  terminated,  or  for  purposes  of
         acceleration  pursuant to clause (ii) of Article  VI,  Lenders  holding
         Revolving  Credit  Loans  representing  at least  51% of the  aggregate
         principal amount of the Revolving Credit Loans outstanding.

                  "Responsible  Officer"  of  any  corporation  shall  mean  any
         executive  officer or  Financial  Officer of such  corporation  and any
         other  officer  or  similar  official   thereof   responsible  for  the
         administration  of the  obligations  of such  corporation in respect of
         this Agreement.

                  "Restricted  Subsidiary"  shall mean (a) any Subsidiary of the
         Borrower (i) which has  substantially  all of its  property  within the
         United  States  of  America,  (ii)  which  owns or is a  lessee  of any
         Principal  Property,  and (iii) in which the investment of the Borrower
         and  all  other   Subsidiaries   of  the  Borrower   exceeds  0.25%  of
         Consolidated Net Tangible Assets of the Borrower as of the date of such
         determination; provided, however, that the term "Restricted Subsidiary"
         shall not include (A) any  Subsidiary  of the  Borrower  (x)  primarily
         engaged in the business of purchasing,  holding, collecting,  servicing
         or otherwise dealing in and with installment  sales contracts,  leases,
         trust  receipts,   mortgages,   commercial  paper  or  other  financing
         instruments  and  any  collateral  or  agreements   relating   thereto,
         including in the business,  individually  or through  partnerships,  of
         financing  (whether  through long- or short-term  borrowings,  pledges,
         discounts or otherwise) the sales,  leasing or other  operations of the
         Borrower  and the  Subsidiaries  or any of them,  or (y) engaged in the
         business  of  financing  the assets and  operations  of third  parties;
         provided that,  notwithstanding  (x) and (y) above,  such Subsidiary of
         the Borrower  shall be a Restricted  Subsidiary  if it owns,  leases or
         operates any property which would qualify as Principal  Property except
         as incidental to such financing business;  or (B) any Subsidiary of the
         Borrower  acquired or organized after April 1, 1986, for the purpose of
         acquiring  the stock or business or assets of any person other than the
         Borrower   or   any   Restricted   Subsidiary,   whether   by   merger,
         consolidation,  acquisition  of stock or assets or similar  transaction
         analogous  in  purpose  or effect,  so long as such  Subsidiary  of the
         Borrower  does not  acquire by merger,  consolidation,  acquisition  of
         stock or assets or similar transactions  analogous in purpose or effect
         all or any  substantial  part of the business or assets of the Borrower
         or any  Restricted  Subsidiary  of the  Borrower;  and  (b)  any  other
         Subsidiary of the Borrower  which is hereafter  designated by the Board
         of  Directors  of  the  Borrower  as a  Restricted  Subsidiary  of  the
         Borrower.

                  "Revolving  Credit Loans" shall mean the revolving  loans made
         by the Lenders to the Borrower pursuant to Section 2.04. Each Revolving
         Credit Loan shall be a Eurodollar Loan or an ABR Loan.

                  "Sale and Leaseback  Transaction"  shall mean any  arrangement
         with any  person  providing  for the  leasing  by the  Borrower  or any
         Restricted Subsidiary of any Principal Property (whether such Principal
         Property is now owned or hereafter  acquired) that has been or is to be
         sold or  transferred by the Borrower or such  Restricted  Subsidiary to
         such  person,  other than (a)  temporary  leases for a term,  including
         renewals at the option of the lessee, of not more than three years; (b)
         leases  between the  Borrower and a  Restricted  Subsidiary  or between
         Restricted Subsidiaries;  and (c) leases of Principal Property executed
         by  the  time  of,  or  within  180  days  after  the  latest  of,  the
         acquisition,  the completion of construction or improvement  (including
         any  improvements  on  property  which  will  result  in such  property
         becoming  Principal  Property),   or  the  commencement  of  commercial
         operation of such Principal Property.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Separation Transaction" shall mean any disposition,  spin-off
         or other similar transaction  (whether pursuant to a single transaction
         or a  series  of  related  transactions)  of any  division  or  line of
         business  of the  Borrower  or any of its  Subsidiaries  as a result of
         which,  after giving effect thereto,  such division or line of business
         is no  longer  a part of or  conducted  by the  Borrower  or any of its
         Subsidiaries.  The Broadband Separation or any other separation of AT&T
         Broadband shall constitute a "Separation Transaction".

                  "SFAS Statement No. 133" shall mean the Statement of Financial
        Accounting Standards No. 133 ("Accounting for Derivative Instruments
        and Hedging Activities").

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

                  "Short-Term Debt" shall have the meaning assigned to such term
        in the definition of Public Debt Ratings.

                  "SPC" shall have the meaning specified in Section 8.04(j).

                  "Subsidiary"  shall mean, at any time, any Person,  a majority
         of the  Voting  Equity  Interests  of which are at such  time  owned or
         controlled,  directly or indirectly,  by the Borrower or by one or more
         Subsidiaries of the Borrower.  As used herein,  Voting Equity Interests
         are Equity Interests  entitled to vote in the election of directors (or
         comparable management positions).

                  "Swap  Agreement" shall mean any agreement with respect to any
         swap,  forward,  future or derivative  transaction or option or similar
         agreement  involving,  or settled by  reference  to, one or more rates,
         currencies,  commodities,  equity or debt instruments or securities, or
         economic,  financial  or  pricing  indices  or  measures  of  economic,
         financial  or pricing risk or value or any similar  transaction  or any
         combination of these  transactions  entered into in the ordinary course
         of business and not for speculative purposes.

                  "Total  Commitment"  shall mean,  at any time,  the  aggregate
         amount of Commitments of all the Lenders, as in effect at such time.

                  "Transactions" shall have the meaning assigned to such term in
Section 3.02.

                  "Type"  when used in respect of any  Revolving  Credit Loan or
         Borrowing,  shall refer to the Rate by reference  to which  interest on
         such Revolving  Credit Loan or on the Revolving Credit Loans comprising
         such Borrowing is determined. For purposes hereof, "Rate" shall include
         the LIBO Rate and the Alternate Base Rate.

                  "Utilization Fee" shall have the meaning assigned to such term
in Section 2.06(b).

SECTION  1.02.  Terms  Generally.  The  definitions  in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be  followed by the phrase  "without  limitation".  All  references
herein to Articles,  Sections, Exhibits and Schedules shall be deemed references
to Articles  and Sections of, and  Exhibits  and  Schedules  to, this  Agreement
unless the  context  shall  otherwise  require.  Except as  otherwise  expressly
provided  herein,  all  terms of an  accounting  or  financial  nature  shall be
construed  in  accordance  with GAAP,  as in effect from time to time;  provided
that,  if the Borrower  notifies  the Paying  Agent that the Borrower  wishes to
amend any covenant in Article V to eliminate the effect of any change in GAAP on
the  operation of such  covenant  (or if the Paying Agent  notifies the Borrower
that the Required  Lenders wish to amend Article V for such  purpose),  then the
Borrower's  compliance  with such  covenant  shall be determined on the basis of
GAAP in effect  immediately before the relevant change in GAAP became effective,
until either such notice is  withdrawn  or such  covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.

ARTICLE II
                                   The Credits
SECTION 2.01. Commitments.  Subject to the terms and conditions and relying upon
the  representations  and  warranties  herein set  forth,  each  Lender  agrees,
severally and not jointly,  to make Revolving  Credit Loans to the Borrower,  at
any time and from  time to time on and  after  the date  hereof  and  until  the
earlier of the  Maturity  Date and the  termination  of the  Commitment  of such
Lender,  in an aggregate  principal amount at any time outstanding not to exceed
such Lender's  Commitment,  subject,  however,  to the conditions that (i) at no
time shall the outstanding  aggregate  principal  amount of all Revolving Credit
Loans made by all Lenders exceed the Total Commitment, and (ii) at all times the
outstanding  aggregate  principal  amount of all Revolving  Credit Loans made by
each Lender shall equal the product of (A) the  percentage  which its Commitment
represents of the Total Commitment times (B) the outstanding aggregate principal
amount of all  Revolving  Credit  Loans  made  pursuant  to Section  2.04.  Each
Lender's  Commitment  is set forth  opposite  its name in  Schedule  2.01.  Such
Commitments  may be  terminated or reduced from time to time pursuant to Section
2.11.

                  Within the foregoing limits,  the Borrower may borrow,  pay or
prepay and reborrow  Revolving Credit Loans hereunder,  on and after the Closing
Date and prior to the  Maturity  Date,  subject  to the  terms,  conditions  and
limitations set forth herein.

SECTION 2.02.  Loans.  (a) Each Revolving Credit Loan shall be made as part of a
Borrowing  consisting of Revolving  Credit Loans made by the Lenders  ratably in
accordance  with  their  respective  Commitments;  provided,  however,  that the
failure  of any  Lender to make any  Revolving  Credit  Loan shall not in itself
relieve  any  other  Lender  of its  obligation  to  lend  hereunder  (it  being
understood,  however, that no Lender shall be responsible for the failure of any
other Lender to make any Revolving Credit Loan required to be made by such other
Lender).  The Revolving  Credit Loans  comprising  any Borrowing  shall be in an
aggregate  principal amount which is an integral multiple of $10,000,000 and not
less than  $50,000,000 (or an aggregate  principal amount equal to the remaining
balance of the available Commitments).

(b) Each Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans,
as the Borrower  may request  pursuant to Section  2.04.  Each Lender may at its
option make any  Eurodollar  Loan by causing any  domestic or foreign  branch or
Affiliate  of such  Lender  to make  such  Eurodollar  Loan;  provided  that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Eurodollar Loan in accordance with the terms of this Agreement.  Borrowings
of more than one Type may be  outstanding at the same time;  provided,  however,
that the Borrower shall not be entitled to request any Borrowing which, if made,
would result in an aggregate  of more than 25 separate  Borrowings  comprised of
Eurodollar  Loans being  outstanding  hereunder at any one time. For purposes of
the  foregoing,  Revolving  Credit  Loans  having  different  Interest  Periods,
regardless  of  whether  they  commence  on the same date,  shall be  considered
separate Revolving Credit Loans.

(c) Subject to Section 2.05,  each Lender shall make each Revolving  Credit Loan
to be made by it  hereunder on the  proposed  date  thereof by wire  transfer of
immediately available funds to the Paying Agent in New York, New York, not later
than 12:00 noon,  New York City time,  and the Paying  Agent shall by 3:00 p.m.,
New York City  time,  credit the  amounts so  received  to the  general  deposit
account of the Borrower with the Paying Agent or, if a Borrowing shall not occur
on such date because any condition  precedent  herein  specified  shall not have
been met,  return the amounts so received to the respective  Lenders.  Revolving
Credit  Loans shall be made by the Lenders pro rata in  accordance  with Section
2.16.  Unless the Paying Agent shall have received notice from a Lender prior to
the date (or in the case of ABR  Borrowings,  prior to 12:00  noon New York City
time on the date of such  Borrowing) of any Borrowing  that such Lender will not
make available to the Paying Agent such Lender's portion of such Borrowing,  the
Paying Agent may assume that such Lender has made such portion  available to the
Paying Agent on the date of such Borrowing in accordance with this paragraph (c)
and the Paying Agent may, in reliance upon such  assumption,  make  available to
the Borrower on such date a corresponding amount. If and to the extent that such
Lender shall not have made such  portion  available  to the Paying  Agent,  such
Lender and the Borrower  severally  agree to repay to the Paying 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  Paying  Agent at (i) in the case of the  Borrower,  the
interest rate  applicable at the time to the Revolving  Credit Loans  comprising
such Borrowing and (ii) in the case of such Lender,  the Federal Funds Effective
Rate. If such Lender shall repay to the Paying Agent such corresponding  amount,
such amount shall constitute such Lender's Revolving Credit Loan as part of such
Borrowing for purposes of this Agreement.

SECTION 2.03.     [Intentionally Omitted].

SECTION 2.04. Borrowing Procedure. In order to request a Borrowing, the Borrower
shall notify the Paying Agent of such request by telephone  (a) in the case of a
Eurodollar  Borrowing,  not later than  10:30  a.m.,  New York City time,  three
Business  Days  before  a  proposed  Borrowing  and  (b) in the  case  of an ABR
Borrowing,  not later  than  10:30  a.m.,  New York City  time,  on the day of a
proposed Borrowing.  Each such telephonic borrowing request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the Paying Agent
of a written  Borrowing  Request in the form of Exhibit A. Each such  telephonic
and written Borrowing Request shall specify (i) whether the Borrowing then being
requested is to be a Eurodollar Borrowing or an ABR Borrowing;  (ii) the date of
such Borrowing (which shall be a Business Day) and the amount thereof; and (iii)
if such  Borrowing is to be a  Eurodollar  Borrowing,  the Interest  Period with
respect thereto,  which shall not end after the Maturity Date. If no election as
to the Type of Borrowing is  specified  in any such notice,  then the  requested
Borrowing  shall be an ABR Borrowing.  If no Interest Period with respect to any
Eurodollar Borrowing is specified in any such notice, then the Borrower shall be
deemed  to  have   selected  an  Interest   Period  of  one  month's   duration.
Notwithstanding  any other  provision  of this  Agreement to the  contrary,  the
Borrower  shall not be entitled to request any Borrowing if the Interest  Period
requested with respect to such Borrowing  would end after the Maturity Date. The
Paying Agent shall  promptly  advise the Lenders of any notice given pursuant to
this Section 2.04 and of each Lender's portion of the requested Borrowing.

SECTION 2.05.  Conversion and Continuation of Loans. The Borrower shall have the
right at any time upon prior  notice by  telephone  to the Paying  Agent (i) not
later than 10:30  a.m.,  New York City time,  on the day of the  conversion,  to
convert all or any part of any Eurodollar Borrowing into an ABR Borrowing,  (ii)
not later than 10:30  a.m.,  New York City time,  three  Business  Days prior to
conversion  or  continuation,  to convert any ABR  Borrowing  into a  Eurodollar
Borrowing or to continue any Eurodollar  Borrowing as a Eurodollar Borrowing for
an additional Interest Period and (iii) not later than 10:30 a.m., New York City
time,  three Business Days prior to conversion,  to convert the Interest Period,
with respect to any Eurodollar Borrowing to another permissible Interest Period,
subject in each case to the following:

(a)      if less than all the  outstanding  principal  amount  of any  Borrowing
         shall be converted or continued,  the aggregate principal amount of the
         Borrowing  converted  or  continued  shall be an  integral  multiple of
         $10,000,000 and not less than $50,000,000;

(b)      accrued interest on a Borrowing (or portion thereof) being converted
         shall be paid by the Borrower at the time of conversion;

(c)      if any  Eurodollar  Borrowing is converted at a time other than the end
         of the Interest Period applicable thereto, the Borrower shall pay, upon
         demand, any amounts due to the Lenders pursuant to Section 2.15;

(d)      any portion of a Borrowing maturing or required to be repaid in less
         than one month may not be converted into or continued as a Eurodollar
         Borrowing;

(e)      any portion of a  Eurodollar  Borrowing  which cannot be continued as a
         Eurodollar   Borrowing   by  reason  of  clause  (d)  above   shall  be
         automatically converted at the end of the Interest Period in effect for
         such Eurodollar Borrowing into an ABR Borrowing; and

(f)      no Interest Period may be selected for any Eurodollar Borrowing that
         would end later than the Maturity Date.

                  Each such  telephonic  notice shall be  confirmed  promptly by
hand  delivery or telecopy to the Paying  Agent of a written  notice.  Each such
telephonic  and written  notice of the  Borrower  pursuant to this  Section 2.05
shall be  irrevocable  and shall  refer to this  Agreement  and  specify (i) the
identity and amount of the Borrowing that the Borrower  requests to be converted
or continued,  (ii) whether such Borrowing is to be converted to or continued as
a Eurodollar  Borrowing  or an ABR  Borrowing,  (iii) if such notice  requests a
conversion, the date of such conversion (which shall be a Business Day) and (iv)
if such Borrowing is to be converted to or continued as a Eurodollar  Borrowing,
the Interest Period with respect thereto.  If no Interest Period is specified in
any  such  notice  with  respect  to  any  conversion  to or  continuation  as a
Eurodollar Borrowing,  the Borrower shall be deemed to have selected an Interest
Period of one month's  duration.  If the Borrower shall not have given notice in
accordance  with this Section 2.05 to convert or continue  any  Borrowing,  such
Borrowing  shall, at the end of the Interest Period  applicable  thereto (unless
repaid  pursuant to the terms hereof),  automatically  be converted or continued
into a new Interest Period as an ABR Borrowing.

SECTION 2.06.  Fees. (a) The Borrower agrees to pay to each Lender,  through the
Paying Agent, on each March 31, June 30,  September 30 and December 31 (with the
first  payment  being  due on  December  31,  2002) and on the date on which the
Commitment of such Lender shall be terminated or reduced as provided  herein,  a
facility fee (a "Facility Fee") on the average daily amount of the Commitment of
such Lender,  whether  used or unused,  during the  preceding  quarter (or other
period  commencing  on the date of this  Agreement,  or ending with the Maturity
Date or any date on which the  Commitment  of such Lender shall be terminated or
reduced) at a rate per annum equal to the Applicable  Facility Fee Percentage in
effect from time to time.  All  Facility  Fees shall be computed on the basis of
the actual  number of days elapsed in a year of 365 or 366 days, as the case may
be. The Facility Fee due to each Lender shall  commence to accrue on the date of
this  Agreement,  and shall cease to accrue on the earlier of the Maturity  Date
and the termination of the Commitment of such Lender as provided herein.

(b) The Borrower agrees to pay to each Lender, through the Paying Agent, on each
March 31, June 30,  September  30 and  December 31 and on each date on which the
Commitment of such Lender shall be terminated or reduced as provided  herein,  a
utilization fee (a "Utilization  Fee") equal to a pro rata portion (based on the
ratio of such Lender's Commitment to the Total Commitment) of 0.25% per annum on
the aggregate  principal  amount of the outstanding  Revolving  Credit Loans for
each day during the  preceding  quarter (or other period  commencing on the date
hereof or ending with the Maturity  Date or any date on which the  Commitment of
such Lender shall be terminated  on which the sum of the Revolving  Credit Loans
outstanding  under  the  Facility  exceeds  25% of  the  Total  Commitment.  The
Utilization  Fee due to each  Lender  shall be  payable  in  arrears  and  shall
commence  to  accrue  on the date of this  Agreement  and cease to accrue on the
earlier of the  Maturity  Date and the  termination  of the  Commitment  of such
Lender as provided herein.

(c) The Borrower agrees to pay the Paying Agent, for its own account, the agency
and other fees referred to in the Fee Letter (the "Administrative  Fees") at the
times and in the amounts agreed upon in the Fee Letter.

(d) All Fees shall be paid on the dates due, in immediately  available funds, to
the Paying Agent for  distribution,  if and as  appropriate,  among the Lenders.
Once paid, none of the Fees shall be refundable under any circumstances.

SECTION  2.07.  Repayment of Loans;  Evidence of Debt.  (a) The Borrower  hereby
agrees that the  outstanding  principal  balance of each  Revolving  Credit Loan
shall be payable on the Maturity  Date.  Each  Revolving  Credit Loan shall bear
interest on the  outstanding  principal  balance thereof as set forth in Section
2.08.

(b) Each Lender shall maintain in accordance  with its usual practice an account
or accounts  evidencing  the  indebtedness  of the  Borrower to the  appropriate
lending office of such Lender  resulting from each Revolving Credit Loan made by
such lending  office of such Lender from time to time,  including the amounts of
principal and interest  payable and paid such lending office of such Lender from
time to time under this Agreement.

(c) The Paying Agent shall  maintain the Register  pursuant to Section  8.04(d),
and a  subaccount  for  each  Lender,  in which  Register  and  accounts  (taken
together)  shall be recorded (i) the amount of each  Revolving  Credit Loan made
hereunder,  the Type of each Revolving  Credit Loan made and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable  from the  Borrower to each  Lender  hereunder  and
(iii) the amount of any sum  received  by the Paying  Agent  hereunder  from the
Borrower and each Lender's share thereof.

(d) The  entries  made in the  Register  and  accounts  maintained  pursuant  to
paragraph  (b) and (c) of this  Section 2.07 shall,  to the extent  permitted by
applicable  law, be prima facie  evidence  of the  existence  and amounts of the
obligations  of the  Borrower  therein  recorded;  provided,  however,  that the
failure  of any  Lender or the  Paying  Agent to  maintain  such  account,  such
Register or such  subaccount,  as applicable,  or any error therein shall not in
any manner affect the  obligation of the Borrower to repay the Revolving  Credit
Loans made to the Borrower by such Lender in accordance with their terms.

SECTION 2.08.  Interest on Loans. (a) Subject to the provisions of Section 2.09,
the Revolving  Credit Loans  comprising  each  Eurodollar  Borrowing  shall bear
interest (computed on the basis of the actual number of days elapsed over a year
of 360 days) at a rate per annum equal to the LIBO Rate for the Interest  Period
in effect for such  Borrowing  plus the  Applicable  Margin from time to time in
effect.

(b) Subject to the  provisions  of Section  2.09,  the  Revolving  Credit  Loans
comprising each ABR Borrowing shall bear interest  (computed on the basis of the
actual  number of days elapsed  over a year of 365 or 366 days,  as the case may
be, for periods  during which the Alternate Base Rate is determined by reference
to the Prime Rate and 360 days for periods  during which the Alternate Base Rate
is determined by reference to the Federal  Funds  Effective  Rate) at a rate per
annum equal to the Alternate Base Rate.

(c)  Interest on each  Revolving  Credit Loan shall be payable on each  Interest
Payment  Date  applicable  to such  Revolving  Credit Loan  except as  otherwise
provided in this Agreement.  The applicable LIBO Rate or Alternate Base Rate for
each Interest Period or day within an Interest Period, as the case may be, shall
be determined in good faith by the Paying Agent, and such determination shall be
conclusive absent manifest error.

SECTION 2.09. Default Interest.  If the Borrower shall default in the payment of
the  principal of or interest on any  Revolving  Credit Loan or any other amount
becoming due  hereunder,  whether by scheduled  maturity,  notice of prepayment,
acceleration  or otherwise,  the Borrower shall on demand from time to time from
the Paying Agent pay interest, to the extent permitted by law, on such defaulted
amount up to (but not  including)  the date of actual  payment (after as well as
before judgment) at a rate per annum (computed on the basis of the actual number
of days elapsed over a year of 360 days) equal to the  Alternate  Base Rate plus
2.00%.

SECTION 2.10.  Alternate Rate of Interest.  In the event,  and on each occasion,
that on the day two  Business  Days prior to the  commencement  of any  Interest
Period for a Eurodollar Borrowing the Paying Agent shall have determined in good
faith (i) that dollar deposits in the principal  amounts of the Eurodollar Loans
comprising  such Borrowing are not generally  available in the London  interbank
market or (ii) that  reasonable  means do not  exist for  ascertaining  the LIBO
Rate, the Paying Agent shall, as soon as practicable  thereafter,  give telex or
telecopy notice of such  determination  to the Borrower and the Lenders.  In the
event of any such  determination  under  clauses  (i) or (ii)  above,  until the
Paying  Agent  shall  have  advised  the  Borrower  and  the  Lenders  that  the
circumstances  giving  rise to such notice no longer  exist,  any request by the
Borrower for a Eurodollar  Borrowing pursuant to Section 2.04 shall be deemed to
be a request for an ABR  Borrowing.  In the event a Lender  notifies  the Paying
Agent  that the  rates at which  dollar  deposits  are  being  offered  will not
adequately  and fairly  reflect the cost to such Lender of making or maintaining
its Eurodollar Loan during such Interest  Period,  the Paying Agent shall notify
the  Borrower of such notice and until the Lender  shall have advised the Paying
Agent that the  circumstances  giving rise to such notice no longer  exist,  any
request by the Borrower for a Eurodollar Borrowing shall be deemed a request for
an ABR Borrowing for the same Interest Period with respect to such Lender.  Each
determination  by  the  Paying  Agent  hereunder  shall  be in  good  faith  and
conclusive absent manifest error.

SECTION 2.11.     Termination and Reduction of Commitments.  (a)  The
Commitments shall be automatically terminated on the Maturity
                  ----------------------------------------
Date.

(b) Upon at least  three  Business  Days'  prior  irrevocable  telex or telecopy
notice to the Paying  Agent,  the Borrower may at any time in whole  permanently
terminate,  or  from  time  to  time  in  part  permanently  reduce,  the  Total
Commitment;  provided,  however,  that  each  partial  reduction  of  the  Total
Commitment  shall be in an  integral  multiple of  $10,000,000  and in a minimum
principal amount of $50,000,000.

(c) Each reduction in the Total Commitment hereunder shall be made ratably among
the Lenders in accordance with their respective Commitments.  The Borrower shall
pay to the  Paying  Agent for the  account of the  Lenders,  on the date of each
termination or reduction of the  Commitment,  the Facility Fees on the amount of
the  Commitments  so  terminated  or reduced  accrued  through  the date of such
termination or reduction.

                  (d) On the  date on  which  the  conditions  contained  in the
Merger Agreement to the  consummation of the Broadband  Separation are satisfied
or waived,  the  Facility  shall be  automatically  and  permanently  reduced to
$3,000,000,000  and such  reduction  shall be made ratably  among the Lenders in
accordance with their Commitments.

SECTION 2.12. Prepayment.  (a) The Borrower shall have the right at any time and
from time to time to prepay  any  Borrowing,  in whole or in part,  upon  giving
telex or telecopy  notice (or telephone  notice  promptly  confirmed by telex or
telecopy notice) to the Paying Agent: (i) before 10:00 a.m., New York City time,
three  Business Days prior to  prepayment,  in the case of Eurodollar  Loans and
(ii)  before  10:00  a.m.,  New  York  City  time,  one  Business  Day  prior to
prepayment,  in the case of ABR  Loans;  provided,  however,  that each  partial
prepayment  shall be in an amount which is an integral  multiple of  $10,000,000
and not less than $50,000,000.

(b) On the date of any termination or reduction of the  Commitments  pursuant to
Section  2.11,  the Borrower  shall pay or prepay so much of the  Borrowings  as
shall be necessary in order that the aggregate principal amount of the Revolving
Credit  Loans  outstanding  will not exceed the Total  Commitment,  after giving
effect to such termination or reduction.

(c) Each notice of prepayment  from the Borrower  shall  specify the  prepayment
date and the  principal  amount of each  Borrowing  (or  portion  thereof) to be
prepaid,  shall be  irrevocable  and shall  commit the  Borrower  to prepay such
Borrowing (or portion  thereof) by the amount stated  therein on the date stated
therein.  All  prepayments  under this  Section 2.12 shall be subject to Section
2.15 but  otherwise  without  premium or  penalty.  All  prepayments  under this
Section 2.12 shall be  accompanied by accrued  interest on the principal  amount
being prepaid to the date of payment.

SECTION 2.13.     Reserve Requirements; Change in Circumstances.
                  ---------------------------------------------
(a)  Notwithstanding  any  other  provision  herein,  if after  the date of this
Agreement any change in applicable law or regulation or in the interpretation or
administration   thereof  by  any  governmental   authority   charged  with  the
interpretation  or  administration  thereof  (whether or not having the force of
law)  shall  result in the  imposition,  modification  or  applicability  of any
reserve,  special deposit or similar requirement against assets or deposits with
or for the account of or credit  extended by any Lender,  or shall result in the
imposition on such Lender or the London  interbank market of any other condition
affecting this Agreement,  such Lender's  Commitment or any Eurodollar Loan made
by such Lender,  and the result of any of the foregoing shall be to increase the
cost to such Lender of making or maintaining  any  Eurodollar  Loan or to reduce
the amount of any sum received or receivable by such Lender  hereunder  (whether
of  principal,  interest or  otherwise) by an amount deemed by such Lender to be
material,  then the Borrower will pay to such Lender such  additional  amount or
amounts as will  compensate  such Lender for such  additional  costs incurred or
reduction suffered.

(b) If any Lender shall have determined that the applicability of any law, rule,
regulation or guideline adopted after the date hereof pursuant to or arising out
of the July 1988  report of the  Basle  Committee  on  Banking  Regulations  and
Supervisory Practices entitled "International Convergence of Capital Measurement
and Capital Standards",  or the adoption after the date hereof of any other law,
rule,  regulation or guideline regarding capital adequacy,  or any change in any
of  the  foregoing  or in the  interpretation  or  administration  of any of the
foregoing  by any  governmental  authority,  central bank or  comparable  agency
charged with the interpretation or administration  thereof, or compliance by any
Lender (or any lending  office of such Lender) or any Lender's  holding  company
with 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 such Lender's capital
or on the capital of such Lender's holding company,  if any, as a consequence of
this Agreement,  such Lender's  Commitment or the Revolving Credit Loans made by
such  Lender  pursuant  hereto to a level  below that which such  Lender or such
Lender's  holding  company could have achieved but for such adoption,  change or
compliance (taking into consideration such Lender's policies and the policies of
such  Lender's  holding  company with respect to capital  adequacy) by an amount
deemed by such Lender to be material,  then from time to time the Borrower shall
pay to such Lender such  additional  amount or amounts as will  compensate  such
Lender or such Lender's holding company for any such reduction  suffered.  It is
acknowledged  that this  Agreement  is being  entered into by the Lenders on the
understanding  that the Lenders will not be required to maintain capital against
their  Commitments under currently  applicable laws,  regulations and regulatory
guidelines.

(c) A certificate of the Lender setting forth such amount or amounts  (including
computation  of such amount or amounts) as shall be necessary to compensate  the
Lender or its holding company 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 the Lender, within 10 Business Days after receipt by the Borrower of such
certificate  delivered  by the  Lender,  the  amount  shown  as due on any  such
certificate.  If the Borrower,  after receipt of any such  certificate  from the
Lender,  disagrees  with the Lender on the  computation of the amount or amounts
owed to the Lender  pursuant to paragraph  (a) or (b) above,  the Lender and the
Borrower shall negotiate in good faith to promptly resolve such disagreement. In
either case, however,  the Lender shall have a duty to mitigate the damages that
may arise as a consequence of paragraph (a) or (b) above to the extent that such
mitigation  will  not,  in the  judgment  of the  Lender,  entail  any  cost  or
disadvantage  to the Lender that the Lender is not reimbursed or compensated for
by the Borrower.

(d) Failure on the part of any Lender to demand  compensation  for any increased
costs or reduction in amounts  received or  receivable or reduction in return on
capital  with  respect  to any  period  shall  not  constitute  a waiver of such
Lender's right to demand  compensation  with respect to such period or any other
period.  The  protection  of this  Section  shall be  available  to each  Lender
regardless of any possible  contention of the invalidity or  inapplicability  of
the law, rule,  regulation,  guideline or other change or condition  which shall
have occurred or been imposed.

SECTION  2.14.  Change in  Legality.  (a)  Notwithstanding  any other  provision
herein,  if after the date hereof any change in any law or  regulation or in the
interpretation   thereof  by  any  Governmental   Authority   charged  with  the
administration or  interpretation  thereof shall make it unlawful for any Lender
to make or maintain any Eurodollar  Loan or to give effect to its obligations as
contemplated  hereby with respect to any Eurodollar  Loan, then, by 30 days' (or
such shorter period as shall be required in order to comply with applicable law)
written notice to the Borrower and to the Paying Agent, such Lender may:

(i)      declare  that  Eurodollar  Loans  will not  thereafter  be made by such
         Lender  hereunder,   whereupon  any  request  by  the  Borrower  for  a
         Eurodollar Borrowing shall, as to such Lender only, be deemed a request
         for  an  ABR  Loan  unless  such  declaration   shall  be  subsequently
         withdrawn; and

(ii)     require that all outstanding  Eurodollar  Loans made by it be converted
         to ABR  Loans,  in which  event  all  such  Eurodollar  Loans  shall be
         automatically  converted to ABR Loans as of the effective  date of such
         notice as provided in paragraph (b) below.

In the event any Lender shall  exercise its rights under (i) or (ii) above,  all
payments and prepayments of principal which would otherwise have been applied to
repay the  Eurodollar  Loans  that  would  have been made by such  Lender or the
converted  Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting  from the  conversion of,
such Eurodollar Loans.

(b) For  purposes of this  Section  2.14, a notice to the Borrower by any Lender
shall be effective as to each Eurodollar Loan, if lawful, on the last day of the
Interest Period currently applicable to such Eurodollar Loan; in all other cases
such notice shall be effective  on the date of receipt by the  Borrower.  Before
giving any such notice,  such Lender shall designate a different  lending office
if such  designation will avoid the need for giving such notice and will not, in
the judgment of such Lender, be otherwise disadvantageous to such Lender.

SECTION 2.15.  Indemnity.  The Borrower shall  indemnify each Lender against any
out-of-pocket  loss or  expense  which  such  Lender  may  sustain or incur as a
consequence  of (a) any  failure  by the  Borrower  to borrow  or to  refinance,
convert or continue any Revolving Credit Loan hereunder after irrevocable notice
of such  borrowing,  refinancing,  conversion  or  continuation  has been  given
pursuant to Section 2.04 or 2.05, (b) any payment,  prepayment or conversion, or
an assignment  required under Section 2.20, of a Eurodollar Loan by the Borrower
required by any other  provision of this  Agreement or otherwise  made or deemed
made  on a date  other  than  the  last  day of the  Interest  Period,  if  any,
applicable thereto,  (c) any default by the Borrower in payment or prepayment of
the  principal  amount  of any  Revolving  Credit  Loan or any part  thereof  or
interest accrued thereon,  as and when due and payable (at the due date thereof,
whether by scheduled maturity, acceleration, irrevocable notice of prepayment or
otherwise) or (d) the occurrence of any Event of Default.

                  In the case of a Eurodollar Loan, such  out-of-pocket  loss or
expense  shall be limited to an amount equal to the excess,  if any, of (i) such
Lender's  cost of  obtaining  the  funds for the  Eurodollar  Loan  being  paid,
prepaid,  converted or not borrowed,  converted or continued  (based on the LIBO
Rate  applicable  thereto)  for the  period  from  the  date  of  such  payment,
prepayment, conversion or failure to borrow, convert or continue to the last day
of the Interest Period for such Eurodollar Loan (or, in the case of a failure to
borrow,  convert or continue, the Interest Period for such Eurodollar Loan which
would  have  commenced  on the date of such  failure)  over  (ii) the  amount of
interest that would be realized by such Lender in reemploying the funds so paid,
prepaid,  converted or not  borrowed,  converted or continued for such period or
Interest  Period,  as the  case  may  be.  In the  case  of an  ABR  Loan,  such
out-of-pocket loss or expense shall be limited to an amount equal to the excess,
if any, of (i) such  Lender's cost of obtaining the funds for the ABR Loan being
paid, prepaid, converted or not borrowed,  converted or continued for the period
from the date of such  payment,  prepayment,  conversion  or  failure to borrow,
convert or  continue  to the next  Business  Day for such ABR Loan over (ii) the
amount of interest  that would be realized  by such  Lender in  reemploying  the
funds so paid, prepaid, converted or not borrowed,  converted or continued until
the next Business Day, as the case may be.

                  A  certificate  of the Lender  setting  forth  such  amount or
amounts  (including  the  computation  of such  amount or  amounts)  as shall be
necessary to compensate the Lender or its holding company for the  out-of-pocket
expenses  defined  herein  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 the Lender, disagrees in good faith with the Lender on the
computation of the amount or amounts owed to the Lender pursuant to this Section
2.15,  the Lender and the  Borrower  shall  negotiate  in good faith to promptly
resolve such disagreement.

                  Each Lender  shall have a duty to mitigate the damages to such
Lender that may arise as a  consequence  of clause (a), (b), (c) or (d) above to
the extent that such mitigation will not, in the judgment of such Lender, entail
any cost or  disadvantage  to such Lender that such Lender is not  reimbursed or
compensated for by the Borrower.

SECTION 2.16. Pro Rata Treatment.  Except as required under Sections 2.10, 2.13,
2.14,  2.15,  2.19 and 2.20,  each  Borrowing,  each  payment or  prepayment  of
principal of any  Borrowing,  each payment of interest on the  Revolving  Credit
Loans, each payment of the Facility Fees and Utilization Fees, each reduction of
the  Commitments  and each  refinancing  or conversion  of any Borrowing  with a
Borrowing  of any  Type,  shall be  allocated  pro rata  among  the  Lenders  in
accordance with their respective Commitments (or, if such Commitments shall have
expired or been terminated,  in accordance with the respective principal amounts
of their  outstanding  Revolving  Credit  Loans).  Each  Lender  agrees  that in
computing  such  Lender's  portion of any  Borrowing to be made  hereunder,  the
Paying Agent may, in its  discretion,  round each  Lender's  percentage  of such
Borrowing to the next higher or lower whole dollar amount.

SECTION 2.17. Sharing of Setoffs.  Each Lender agrees that if it shall,  through
the exercise of a right of banker's  lien,  setoff or  counterclaim  against the
Borrower,  or pursuant to a secured  claim under  Section 506 of Title 11 of the
United  States Code or other  security or interest  arising from, or in lieu of,
such secured  claim,  received by such Lender under any  applicable  bankruptcy,
insolvency  or other  similar law or  otherwise,  or by any other means,  obtain
payment (voluntary or involuntary) in respect of any Revolving Credit Loans as a
result of which the unpaid  principal  portion of the Revolving  Credit Loans of
such Lender shall be  proportionately  less than the unpaid principal portion of
the  Revolving   Credit  Loans  of  any  other   Lender,   it  shall  be  deemed
simultaneously to have purchased from such other Lender at face value, and shall
promptly pay to such other Lender the purchase price for, a participation in the
Revolving  Credit  Loans of such  other  Lender,  so that the  aggregate  unpaid
principal  amount  of the  Revolving  Credit  Loans  and  participations  in the
Revolving  Credit Loans held by each Lender shall be in the same  proportion  to
the  aggregate  unpaid  principal  amount of all  Revolving  Credit  Loans  then
outstanding as the principal  amount of its Revolving Credit Loans prior to such
exercise  of banker's  lien,  setoff or  counterclaim  or other event was to the
principal  amount  of all  Revolving  Credit  Loans  outstanding  prior  to such
exercise of banker's  lien,  setoff or  counterclaim  or other event;  provided,
however,  that, if any such purchase or purchases or  adjustments  shall be made
pursuant  to this  Section  2.17  and the  payment  giving  rise  thereto  shall
thereafter be  recovered,  such  purchase or purchases or  adjustments  shall be
rescinded to the extent of such  recovery  and the  purchase  price or prices or
adjustment  restored without interest.  The Borrower  expressly  consents to the
foregoing  arrangements  and agrees that any Lender holding a participation in a
Revolving  Credit Loan deemed to have been so purchased may exercise any and all
rights of banker's  lien,  setoff or  counterclaim  with  respect to any and all
moneys  owing by the  Borrower to such  Lender by reason  thereof as fully as if
such Lender had made a Revolving  Credit  Loan  directly to the  Borrower in the
amount of such participation.

SECTION  2.18.  Payments.  (a) The Borrower  shall make each payment  (including
principal  of or  interest  on any  Borrowing  or any  Fees  or  other  amounts)
hereunder  from an account in the United  States not later than 12:00 noon,  New
York City  time,  on the date when due in  dollars  to the  Paying  Agent at the
location set forth in Section 8.01(b), in immediately available funds.

(b) Whenever any payment (including principal of or interest on any Borrowing or
any Fees or other amounts) hereunder shall become due, or otherwise would occur,
on a day  that is not a  Business  Day,  such  payment  may be made on the  next
succeeding  Business  Day,  and such  extension  of time  shall in such  case be
included in the computation of interest or Fees, if applicable.

SECTION 2.19. Taxes. (a) Any and all payments by the Borrower hereunder shall be
made, in accordance with Section 2.18,  free and clear of and without  deduction
for any and all present or future taxes, levies, imposts, deductions, charges or
withholdings,  and all  liabilities  with respect  thereto imposed by the United
States or any political subdivision or taxing authority thereof, excluding taxes
imposed on the Paying Agent or any Lender's (or any  transferee's or assignee's,
including a participation  holder's (any such entity a "Transferee")) net income
and franchise taxes imposed on the Paying Agent or any Lender (or Transferee) by
the United States or any political  subdivision or taxing authority thereof (all
such nonexcluded taxes, 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 to any Lender (or any  Transferee)  or the Paying  Agent,  (i) the sum
payable  shall be  increased  by the amount  necessary  so that after making all
required deductions  (including deductions applicable to additional sums payable
under this Section 2.19) such Lender (or Transferee) or the Paying Agent (as the
case may be) shall receive an amount equal to the sum it would have received had
no such  deductions  been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower  shall pay the full amount  deducted to the  relevant  taxing
authority or other Governmental Authority in accordance with applicable law.

(b) In  addition,  the  Borrower  agrees to pay any  present or future  stamp or
documentary  taxes or any other  excise or  property  taxes,  charges or similar
levies  which  arise from any  payment  made  hereunder  or from the  execution,
delivery or  registration  of, or  otherwise  with  respect  to, this  Agreement
imposed by the United States or any political  subdivision  or taxing  authority
thereof (hereinafter referred to as "Other Taxes").

(c) The Borrower will indemnify each Lender (or Transferee) and the Paying Agent
for the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes
on amounts  payable under this Section 2.19) paid by such Lender (or Transferee)
or the Paying  Agent,  as the case may be, with  respect to the Borrower 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 negligence or willful  misconduct of the Lender (or Transferee)
or the Paying Agent), whether or not such Taxes or Other Taxes were correctly or
legally  asserted  by  the  relevant  taxing  authority  or  other  Governmental
Authority.  Such indemnification shall be made within 30 days after the date any
Lender (or  Transferee)  or the Paying Agent,  as the case may be, makes written
demand  therefor.  If the Borrower or any Lender (or  Transferee)  or the Paying
Agent shall  determine  that Taxes or Other Taxes may not have been correctly or
legally  assessed  by  the  relevant  taxing  authority  or  other  Governmental
Authority, and that a Lender (or Transferee) or the Paying Agent may be entitled
to receive a refund in respect of Taxes or Other Taxes, it shall promptly notify
the  other  party  of the  availability  of such  refund  and  such  Lender  (or
Transferee) or the Paying Agent shall, within 30 days after receipt of a request
by the Borrower,  apply for such refund at the Borrower's expense. If any Lender
(or  Transferee)  or the  Paying  Agent  receives  a refund  or credit or offset
against  another tax  liability in respect of any Taxes or Other Taxes for which
such Lender (or  Transferee)  or the Paying Agent has received  payment from the
Borrower  hereunder  it shall  promptly  repay  such  refund or credit or offset
against  another tax liability  (including any interest  received by such Lender
(or  Transferee)  or the Paying Agent from the taxing  authority with respect to
the refund with  respect to such Taxes or Other Taxes) to the  Borrower,  net of
all out-of-pocket expenses of such Lender;  provided that the Borrower, upon the
request of such Lender (or  Transferee)  or the Paying  Agent,  agrees to return
such refund or credit or offset against another tax liability  (plus  penalties,
interest or other charges) to such Lender (or Transferee) or the Paying Agent in
the event such Lender (or  Transferee)  or the Paying Agent is required to repay
such refund or credit or offset against  another tax liability.  For purposes of
the preceding  sentence,  the Paying Agent or any Lender shall determine in good
faith and in its discretion  the amount of any credit or offset against  another
tax liability and shall be under no obligation to make available to the Borrower
any  of  its  tax  returns  or  any  other  information  that  it  deems  to  be
confidential.

(d) As soon as practicable after the date of any payment of Taxes or Other Taxes
withheld by the Borrower in respect of any payment to any Lender (or Transferee)
or the Paying  Agent,  the  Borrower  will furnish to the Paying  Agent,  at its
address  referred to in Section  8.01,  the  original  or a certified  copy of a
receipt evidencing payment thereof.

(e) Without  prejudice to the survival of any other agreement  contained herein,
the agreements and obligations  contained in this Section 2.19 shall survive the
payment in full of the principal of and interest on all  Revolving  Credit Loans
made hereunder.

(f) Each Lender (or  Transferee)  which is organized  outside the United  States
shall, prior to the due date of the first payment by the Borrower to such Lender
(or Transferee) hereunder, deliver to the Borrower such certificates,  documents
or other  evidence,  as  required  by the Code or  Treasury  Regulations  issued
pursuant thereto, including Internal Revenue Service Form W-8BEN or Form W-8ECI,
or any  successor  or other form  prescribed  by the  Internal  Revenue  Service
properly completed and duly executed by such Lender (or Transferee) establishing
that such payment is (i) not subject to withholding  under the Code because such
payment is effectively connected with the conduct by such Lender (or Transferee)
of a trade or business in the United  States or (ii) totally  exempt from United
States tax under a provision of an applicable  tax treaty.  Each such Lender (or
Transferee)  that changes its funding office shall promptly  notify the Borrower
of such change and, upon written  request from the  Borrower,  shall deliver any
new certificates, documents or other evidence required pursuant to the preceding
sentence  prior to the  immediately  following  due date of any  payment  by the
Borrower hereunder. Unless the Borrower and the Paying Agent have received forms
or other documents  satisfactory to them indicating that payments  hereunder are
not subject to United States withholding tax, notwithstanding paragraph (a), the
Borrower or the Paying  Agent  shall  withhold  taxes from such  payments at the
applicable  statutory  rate in the case of  payments  to or for any  Lender  (or
Transferee)  organized  under  the laws of a  jurisdiction  outside  the  United
States.

(g) The  Borrower  shall not be  required to pay any  additional  amounts to any
Lender  (or  Transferee)  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 Lender (or  Transferee)
to comply with the  provisions  of  paragraph  (f) above  unless such Lender (or
Transferee)  is unable to comply with  paragraph  (f) because of (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  (and,  in the case of a  Transferee,  after the
date of assignment or transfer).

(h) Any Lender (or  Transferee)  claiming any additional  amounts  payable under
this  Section  2.19 shall (i) to the extent  legally able to do so, upon 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 amounts if, after the Borrower's request,  any Lender (or Transferee)
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 sole  determination  of such
Lender  (or  Transferee),  be  otherwise  disadvantageous  to  such  Lender  (or
Transferee).

SECTION 2.20. Mandatory  Assignment;  Commitment  Termination.  In the event any
Lender  delivers  to  the  Paying  Agent  or the  Borrower,  as  appropriate,  a
certificate in accordance  with Section  2.13(c) or a notice in accordance  with
Section 2.10 or 2.14, or the Borrower is required to pay any additional  amounts
or other payments in accordance  with Section 2.19, the Borrower may, at its own
expense,  and in its sole  discretion  (a) require  such Lender to transfer  and
assign in whole or in part,  without recourse (in accordance with Section 8.04),
all or part of its interests,  rights and obligations under this Agreement to an
assignee  which shall assume such assigned  obligations  (which  assignee may be
another  Lender,  if a Lender accepts such  assignment);  provided that (i) such
assignment  shall not conflict  with any law, rule or regulation or order of any
court or other  Governmental  Authority  and (ii) the Borrower or such  assignee
shall  have paid to the  assigning  Lender in  immediately  available  funds the
principal of and interest  accrued to the date of such payment on the  Revolving
Credit Loans made by it hereunder  and all other amounts owed to it hereunder or
(b) terminate the Commitment of such Lender and prepay all outstanding Revolving
Credit  Loans  of  such  Lender;  provided  that  (x)  such  termination  of the
Commitment  of such Lender and  prepayment  of  Revolving  Credit Loans does not
conflict with any law, rule or regulation or order of any court or  Governmental
Authority  and (y) the  Borrower  shall have paid to such Lender in  immediately
available  funds  the  principal  of and  interest  accrued  to the date of such
payment on the Revolving Credit Loans made by it hereunder and all other amounts
owed to it hereunder.

ARTICLE III
                         Representations and Warranties
                  The  Borrower  represents  and warrants to each of the Lenders
that:

SECTION  3.01.  Organization;  Powers.  The Borrower (a) is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its  organization,  (b) has all requisite power and authority to
own its property and assets and to carry on its business as now conducted and as
proposed to be conducted,  (c) is qualified to do business in every jurisdiction
where such  qualification  is  required,  except where the failure so to qualify
would not result in a Material  Adverse Effect,  and (d) has the corporate power
and  authority  to  execute,  deliver and  perform  its  obligations  under this
Agreement and to borrow funds hereunder.

SECTION 3.02.  Authorization.  The  execution,  delivery and  performance by the
Borrower  of  this  Agreement  and  the  Borrowings  of the  Borrower  hereunder
(collectively,  the  "Transactions")  (a)  have  been  duly  authorized  by  all
requisite corporate action and (b) will not (i) violate (A) any provision of any
law, statute,  rule or regulation  (including,  without  limitation,  the Margin
Regulations)  or of the  certificate  of  incorporation  or  other  constitutive
documents  or  by-laws  of the  Borrower,  (B)  any  order  of any  Governmental
Authority or (C) any provision of any indenture,  agreement or other  instrument
to which the Borrower is a party or by which the Borrower or any of its property
is or may  be  bound,  (ii)  be in  conflict  with,  result  in a  breach  of or
constitute  (alone or with notice or lapse of time or both) a default  under any
such indenture, agreement or other instrument or (iii) result in the creation or
imposition of any Lien upon any property or assets of the Borrower.

SECTION  3.03.  Enforceability.  This  Agreement  has  been  duly  executed  and
delivered by the Borrower and constitutes a legal,  valid and binding obligation
of the Borrower  enforceable  against the Borrower in accordance with its terms,
subject to  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other  laws  affecting  creditors'  rights  generally  and  subject  to  general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

SECTION 3.04.     Governmental Approvals.  No action, consent or approval of,
registration or filing with or any other action by any
                  ----------------------
Governmental Authority is or will be required in connection with the
Transactions.

SECTION 3.05. Financial Statements. (a) The Borrower has heretofore furnished to
the Agents and the Lenders copies of (i) its consolidated  financial  statements
for the year ended  December 31,  2001,  which were  included in the  Borrower's
annual  report  on Form  10-K  filed  with the SEC on April 1,  2002  under  the
Exchange Act, the Borrower's  annual report on Form 10-K/A filed with the SEC on
May 3, 2002 under the  Exchange  Act and the  Borrower's  annual  report on Form
10-K/A  filed with the SEC on May 13,  2002  under the  Exchange  Act,  (ii) its
consolidated  financial  statements  for the three  months ended March 30, 2002,
which were included in the Borrower's  quarterly  report on Form 10-Q filed with
the SEC on May 15,  2002  under the  Exchange  Act and  (iii)  its  consolidated
financial statements for the six months ended June 30, 2002, which were included
in the Borrower's quarterly report on Form 10-Q filed with the SEC on August 14,
2002 under the Exchange Act. Such financial  statements  present fairly,  in all
material  respects,  the  consolidated  financial  condition  and the results of
operations of the Borrower as of such dates in accordance with GAAP.

(b) As of the Closing Date, there has occurred no material adverse change in the
consolidated  financial  condition of the Borrower from the financial  condition
reflected  in the  financial  statements  referred  to in the first  sentence of
paragraph  (a) above (it being  understood  that neither the proposed  Broadband
Separation nor any event, condition or result accurately reflected in reports or
financial  statements  filed  with the SEC prior to August  14,  2002,  shall be
deemed to give rise to a material adverse change).

SECTION  3.06.  Litigation;  Compliance  with Laws.  (a) There are no actions or
proceedings filed or (to the knowledge of the Borrower)  investigations  pending
or  overtly  threatened  against  the  Borrower  in  any  court  or  before  any
Governmental  Authority  or  arbitration  board or tribunal  which  question the
validity or legality of or seek damages in connection with this  Agreement,  the
Transactions  or any action taken or to be taken  pursuant to this Agreement and
no order or judgment has been issued or entered  restraining  or  enjoining  the
Borrower from the  execution,  delivery or  performance of this Agreement nor is
there any action or  proceeding  which  involves  a probable  risk of an adverse
determination  which  would  have any such  effect;  nor is there as of the date
hereof  any  other  action  or  proceeding  filed  or (to the  knowledge  of the
Borrower)  investigation  pending or overtly  threatened against the Borrower in
any court or before any Governmental  Authority or arbitration board or tribunal
which involves a probable risk of a material adverse decision which would result
in a Material Adverse Effect or materially  restrict the ability of the Borrower
to comply with its obligations under this Agreement.

(b) Neither the Borrower nor any of its Subsidiaries is in violation of any law,
rule or regulation, or in default with respect to any judgment, writ, injunction
or decree of any Governmental  Authority,  where such violation or default would
result in a Material Adverse Effect.

SECTION 3.07.     Federal Reserve Regulations.  (a)  Neither the Borrower nor
any of its Subsidiaries is engaged principally, or as
                  ---------------------------
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying Margin Stock.

(b) No part of the proceeds of any Revolving  Credit Loan will be used,  whether
directly or indirectly, and whether immediately, incidentally or ultimately, for
any purpose  which entails a violation of, or which is  inconsistent  with,  the
provisions of the Margin Regulations.

SECTION  3.08.  Investment  Company Act;  Public  Utility  Holding  Company Act.
Neither the Borrower nor any of its Subsidiaries is (a) an "investment  company"
as defined in, or subject to regulation  under,  the  Investment  Company Act of
1940 or (b) a "holding  company" as defined in, or subject to regulation  under,
the Public Utility Holding Company Act of 1935.

SECTION 3.09. Use of Proceeds.  All proceeds of the Revolving Credit Loans shall
be used to  refinance  the  Existing  Credit  Facility  and  for  other  general
corporate purposes of the Borrower, including, without limitation, the repayment
of maturing commercial paper of the Borrower.

SECTION 3.10. No Material Misstatements. No report, financial statement or other
written  information  furnished  by or on behalf of the Borrower to any Agent or
any Lender  pursuant to Section  3.05 or Section  5.02  hereof  contains or will
contain  any  material  misstatement  of fact or omits or will omit to state any
material fact necessary to make the statements therein, taken as a whole, in the
light  of the  circumstances  under  which  they  were  or  will  be  made,  not
misleading.

ARTICLE IV
                   Conditions of Effectiveness and of Lending
                  The obligations of the Lenders to make Revolving  Credit Loans
hereunder are subject to the satisfaction of the following conditions:

SECTION 4.01.     All Borrowings.  On the date of each Borrowing:
                  --------------

(a)      The Paying Agent shall have received a notice of such Borrowing as
required by Section 2.04.

(b)      The  representations  and  warranties  set forth in Article  III hereof
         shall be true and  correct in all  material  respects  on and as of the
         date of such Borrowing with the same effect as though made on and as of
         such date,  except to the extent such  representations  and  warranties
         expressly relate to an earlier date.

(c)      The Borrower  shall be in compliance  with all the terms and provisions
         set  forth  herein  in all  material  respects,  and at the time of and
         immediately  after such  Borrowing no Event of Default or Default shall
         have occurred and be continuing.

Each Borrowing  shall be deemed to constitute a  representation  and warranty by
the  Borrower  on the date of such  Borrowing  as to the  matters  specified  in
paragraphs (b) and (c) of this Section 4.01.

SECTION 4.02.     Closing Date.  This Agreement shall be effective upon the
satisfaction of the following conditions set forth in this
                  ------------
Section 4.02:

(a) The Paying Agent shall have received this  Agreement,  duly executed by each
of the parties hereto.

(b)      The Paying Agent shall have received a favorable written opinion of the
         General  Attorney  for  Corporate  Matters of the  Borrower,  dated the
         Closing Date and  addressed to the Lenders,  to the effect set forth in
         Exhibit C hereto.

(c) The Paying Agent shall have received (i) a long form  certificate  as to the
certificate of incorporation, including all amendments thereto, of the Borrower,
as of a recent date by the Secretary of State of the state of  incorporation  of
the Borrower and a  certificate  as to the good standing of the Borrower as of a
recent date,  from such Secretary of State;  (ii) a certificate of the Secretary
or an Assistant  Secretary of the Borrower dated the Closing Date and certifying
(A) that  attached  thereto is a true and  complete  copy of the  by-laws of the
Borrower as in effect on the Closing Date and at all times since a date prior to
the date of the  resolutions  described in clause (B) below,  (B) that  attached
thereto is a true and complete copy of resolutions  duly adopted by the Board of
Directors of the Borrower authorizing the execution, delivery and performance of
this Agreement and the Borrowings hereunder,  and that such resolutions have not
been modified,  rescinded or amended and are in full force and effect,  (C) that
the certificate of  incorporation of the Borrower has not been amended since the
date of the last  amendment  thereto shown on the  certificate  of good standing
furnished  pursuant  to  clause  (i)  above,  and (D) as to the  incumbency  and
specimen  signature  of each  officer  executing  this  Agreement  or any  other
document delivered in connection herewith on behalf of the Borrower; and (iii) a
certificate of another officer of the Borrower as to the incumbency and specimen
signature of the  Secretary or Assistant  Secretary  executing  the  certificate
pursuant to (ii) above.

(d)      The Paying Agent shall have received a  certificate  from the Borrower,
         dated  the  Closing  Date and  signed  by a  Financial  Officer  of the
         Borrower,  (i) confirming  compliance with the conditions precedent set
         forth in  paragraphs  (b) and (c) of Section  4.01 and (ii)  certifying
         that  either no change has been made to the Merger  Agreement  that has
         resulted in any reduction in the amount of the Broadband  Receivable or
         that  the  aggregate  amount  of  all  such  reductions,   changes  and
         replacements referred to in clauses (A), (B) and (C) of Section 6.01(i)
         resulting  from  changes  in the  Merger  Agreement  does not exceed $2
         billion.

(e)      The Paying Agent shall have received any Fees and other amounts due and
         payable on or prior to the Closing Date to the extent invoiced.

(f)      The Existing  Credit  Facility shall have been repaid in full, all fees
         due under the Existing Credit Facility shall have been paid in full and
         the commitments thereunder shall have been terminated.

(g)      The Public Debt Rating of the Borrower shall be at least equal to BBB-
by S&P and Baa3 by Moody's.

ARTICLE V
                                    Covenants
                  The  Borrower  covenants  and agrees with each Lender and each
Agent that so long as this Agreement  shall remain in effect or the principal of
or interest on any  Revolving  Credit  Loan,  any Fees or any other  expenses or
amounts  payable  hereunder shall be unpaid,  unless the Required  Lenders shall
otherwise consent in writing:

SECTION 5.01.     Existence.  The Borrower will do or cause to be done all
things necessary to preserve, renew and keep in full force
                  ---------
and effect its legal existence, except as otherwise expressly permitted under
Section 5.05.

SECTION 5.02.     Financial Statements, Reports, Etc.  The Borrower will
furnish to the Paying Agent for distribution to the Lenders:
                  ----------------------------------

(a)      promptly after the filing or sending thereof and in any event not later
         than (i) 105 days  after  the end of each  fiscal  year,  a copy of the
         Borrower's  report on Form 10-K which the  Borrower  files with the SEC
         for such year and (ii) 15 days after being sent to its public  security
         holders, a copy of the Borrower's annual report;
(b)      promptly  after the  filing  thereof,  and in any event  within 60 days
         after the end of each of the first three  fiscal  quarters  during each
         fiscal  year,  the  Borrower's  report on Form 10-Q which the  Borrower
         files with the SEC for such quarter;

(c)      concurrently  with any  delivery of  information  under  paragraph  (a)
         above, a certificate of a Financial Officer certifying that no Event of
         Default  or  Default  has  occurred  or, if such an Event of Default or
         Default has occurred,  specifying the nature and extent thereof and any
         corrective action taken or proposed to be taken with respect thereto;

(d)      promptly after the same become publicly available,  copies of all other
         reports  filed  by it  with  the  SEC,  or any  Governmental  Authority
         succeeding to any of or all the functions of the SEC, or distributed to
         its shareholders, as the case may be; and

(e)      promptly after the same become publicly  available,  notice that either
         or both of the Public Debt Ratings  have  changed from the  immediately
         preceding Public Debt Ratings  previously  reported to the Paying Agent
         by the Borrower.

                  Reports required to be delivered  pursuant to subsections (a),
(b) and (d) of this Section  5.02 shall be deemed to have been  delivered on the
date on which the Borrower posts such reports on the  Borrower's  website on the
Internet at the website  address  listed on the  signature  pages hereof or when
such report is posted on the SEC's  website at  www.sec.gov;  provided  that the
Borrower  shall deliver paper copies of the reports  referred to in  subsections
(a),  (b) and (d) of this  Section  5.02 to any Agent or any Lender who requests
the  Borrower  to  deliver  such  paper  copies  until  written  notice to cease
delivering  paper  copies is given by such  Agent or such  Lender  and  provided
further that in every  instance the Borrower  shall  provide paper copies of the
certificate required by subsection (c) and the notice required by subsection (e)
to the Paying Agent and each of the Lenders  until such time as the Paying Agent
shall provide the Borrower written notice otherwise.

SECTION 5.03.     Maintaining Records.  The Borrower will record, summarize and
report all financial information in accordance with
                  -------------------
GAAP.

SECTION 5.04.     Use of Proceeds.  The Borrower will use the proceeds of the
Revolving Credit Loans only for the purposes set forth
                 ---------------
in Section 3.09.

SECTION  5.05.   Consolidations,   Mergers,   Sales  of  Assets  and  Separation
Transactions.  (a)  Nothing  contained  in  this  Agreement  shall  prevent  any
consolidation  of the Borrower  with,  or merger of the Borrower  into,  another
corporation or corporations  (whether or not affiliated  with the Borrower),  or
successive  consolidations  or mergers to which the Borrower or its successor or
successors shall be a party or parties,  or shall prevent any sale or conveyance
of the property of the Borrower (including stock of Subsidiaries) as an entirety
or  substantially  as an  entirety  to any  other  corporation  (whether  or not
affiliated with the Borrower) authorized to acquire and own or operate the same;
provided, however, that the Borrower hereby covenants and agrees, that, upon any
such consolidation,  merger, sale or conveyance, the due and punctual payment of
the principal of and interest on all the Revolving  Credit Loans and the due and
punctual  performance and observance of all the covenants and conditions of this
Agreement  to be  performed  or  observed  by the  Borrower  shall be  expressly
assumed,  by one or  more  agreements,  reasonably  satisfactory  in form to the
Required Lenders,  executed and delivered to the Paying Agent by the corporation
formed by such consolidation, or into which the Borrower shall have been merged,
or  which  shall  have  acquired  such  property.   In  the  case  of  any  such
consolidation,  merger, sale or conveyance,  and following such an assumption by
the successor  corporation,  such successor  corporation shall succeed to and be
substituted  for the  Borrower,  with the same  effect  as if it had been  named
herein.

                  (b) Separation Transactions. Notwithstanding clause (a) above,
the Borrower will not effect,  or permit any Subsidiary to effect,  a Separation
Transaction other than the Broadband  Separation unless, at the time thereof and
after  giving  effect  thereto,  (i) no Default  or Event of Default  shall have
occurred and be continuing,  (ii) the Public Debt Rating of the Borrower for its
Long-Term Senior Debt is at least BBB- by S&P and Baa3 by Moody's, and (iii) all
preferred Equity Interests held by, and intercompany  Indebtedness  owed to, the
Borrower  in or by  any  Subsidiary  that  is  the  subject  of  the  Separation
Transaction are redeemed or repaid in full. For the avoidance of doubt,  nothing
contained in this  Agreement  shall  prevent the  consummation  of the Broadband
Separation (it being  understood  that Section  6.01(i) shall not be affected by
this sentence).

SECTION 5.06.  Limitations on Liens.  The Borrower will not, and will not permit
any Restricted  Subsidiary  (other than AT&T Latin  America) to, create,  incur,
assume  or  permit  to exist  any Lien on any  property  or asset  now  owned or
hereafter acquired by it, except:

(a)      Permitted Encumbrances;

(b)      any Lien on any  property or asset of the  Borrower  or any  Restricted
         Subsidiary  existing on the date hereof hereto securing  obligations in
         an  aggregate   principal   amount  not  exceeding   $250,000,000   and
         extensions,  renewals and replacements thereof that do not increase the
         outstanding principal amount thereof; provided that such Lien shall not
         apply to any other  property or asset of the Borrower or any Restricted
         Subsidiary;

(c)      any Lien  existing on any  property  or asset prior to the  acquisition
         thereof by the Borrower or any Restricted Subsidiary or existing on any
         property or asset of any Person that  becomes a  Restricted  Subsidiary
         after  the  date  hereof  prior  to the  time  such  Person  becomes  a
         Restricted  Subsidiary;  provided  that (i) such Lien is not created in
         contemplation  of or in connection with such acquisition or such Person
         becoming a  Restricted  Subsidiary,  as the case may be, (ii) such Lien
         shall not apply to any other  property or assets of the Borrower or any
         Restricted  Subsidiary  and (iii)  such Lien  shall  secure  only those
         obligations  which it  secures on the date of such  acquisition  or the
         date such Person becomes a Restricted  Subsidiary,  as the case may be,
         and extensions,  renewals and replacements thereof that do not increase
         the outstanding principal amount thereof;

(d)      Liens on fixed or capital assets  acquired,  constructed or improved by
         the  Borrower  or any  Restricted  Subsidiary;  provided  that (i) such
         security  interests and the  obligations  secured  thereby are incurred
         prior to or within 180 days after such acquisition or the completion of
         such  construction or improvement,  (ii) such security  interests shall
         not  apply to any other  property  or  assets  of the  Borrower  or any
         Restricted  Subsidiary and (iii) the Indebtedness secured thereby shall
         not exceed the cost of acquiring,  constructing or improving such fixed
         or capital assets;

(e)      Liens solely in favor of the Borrower or any Restricted Subsidiary
         arising in connection with transactions among the Borrower or any
         Subsidiary of the Borrower;

(f)      Liens arising in connection with Permitted Receivables  Financings,  as
         long as the aggregate  outstanding  principal amount of the obligations
         secured thereby does not exceed $2,700,000,000 at any time;

(g)      Liens of the type  described in the  definition of Monetized Debt which
         secure Monetized Debt;  provided that such Liens shall not apply to any
         other property or assets of the Borrower or any  Restricted  Subsidiary
         other than the Available  Stock  related  thereto and Liens on cash and
         cash  equivalents  the use of which is  restricted  to the  payment  of
         principal of, interest on, or fees in connection with the incurrence of
         such Monetized Debt;

(h)      Liens   incurred   in   connection   with  sales  and   leasebacks   of
         customer-related  equipment  undertaken  by AT&T Business  Services,  a
         business division of the Borrower, in the ordinary course of fulfilling
         the terms and  conditions of its  contractual  arrangements  consistent
         with past  practices;  provided  that such Liens extend  solely to such
         customer-related  equipment and physical investments made in connection
         with fulfilling such contractual arrangements;

(i)      Liens securing obligations under Swap Agreements;

(j)      Liens on cash and cash equivalents the use of which is restricted to
         defeasing or repaying Indebtedness existing on the date
         hereof;

(k)      Liens on cash and cash equivalents  arising under or incurred  pursuant
         to  certain   collateral   arrangements   made  in  connection  with  a
         $360,100,000  letter of credit obligation incurred on April 18, 2002 in
         connection  with  a  private  debt   transaction  of  the  Borrower  of
         approximately $0.8 billion; and

(l)      Liens not otherwise permitted hereunder securing obligations (including
         Attributable Debt outstanding under Sale and Leaseback Transactions) in
         an aggregate amount which shall not at any time exceed $500,000,000.

SECTION 5.07. Limitations on Sale and Leaseback Transactions.  The Borrower will
not, and will not permit any  Restricted  Subsidiary to, enter into any Sale and
Leaseback  Transaction  unless  the  sum  of (i)  the  Attributable  Debt  to be
outstanding  pursuant  to  such  Sale  and  Leaseback   Transaction,   (ii)  all
Attributable  Debt then  outstanding  pursuant  to all other Sale and  Leaseback
Transactions  entered into by the Borrower or a Restricted  Subsidiary after the
date of this Agreement and (iii) all then  outstanding  Indebtedness  secured in
reliance on Section 5.06(l) does not exceed $500,000,000.

SECTION  5.08.  Total Debt to EBITDA  Ratio.  As of the last day of each  fiscal
quarter,  the  ratio  of  Consolidated  Indebtedness  of the  Borrower  and  its
Consolidated  Subsidiaries on such day to Consolidated Operational EBITDA of the
Borrower  and its  Consolidated  Subsidiaries  for the four  consecutive  fiscal
quarters ending on such day shall not exceed 3.75:1.00;  provided that as of the
last day of each fiscal quarter ending after the date of the consummation of the
Broadband Separation or the date of consummation of any other separation of AT&T
Broadband from the Borrower, such ratio shall not exceed 2.25:1.00.

SECTION 5.09.  Maintenance  of Cash.  The Borrower  shall at all times after the
consummation  of the  exchange/consent  offer  contemplated  by  the  Borrower's
registration  statement  on form S-4 filed with the SEC on August 12,  2002,  as
amended,  maintain cash, cash equivalents and marketable  securities not subject
to  any  Lien  in  an  amount   which  equals  or  exceeds  the  lesser  of  (x)
$1,270,000,000  or  (y)  the  aggregate   principal  amount  of  any  series  of
Indebtedness incurred pursuant to the 1990 Indenture that has not been deemed to
have  consented  to  such  exchange/consent  offer  (net of any  amount  of such
Indebtedness  that has been determined in a final  non-appealable  judgment by a
court of  competent  jurisdiction  not to be due and  payable  before its stated
maturity  as a result of a breach or an alleged  breach of Article 5 of the 1990
Indenture due to the consummation of the Broadband Separation).

ARTICLE VI
                                Events of Default
SECTION 6.01.      In case of the happening of any of the following events
(each, an "Event of Default"):

(a)      any  representation or warranty made or deemed made in or in connection
         with the  execution  and delivery of this  Agreement or the  Borrowings
         hereunder, shall prove to have been false or misleading in any material
         respect when so made, deemed made or furnished;

(b)      default  shall be made in the payment of any principal of any Revolving
         Credit Loan when and as the same shall become due and payable,  whether
         at the due date thereof or at a date fixed for prepayment thereof or by
         acceleration thereof or otherwise;

(c)      default  shall be made in the payment of any interest on any  Revolving
         Credit  Loan or any  Fee or any  other  amount  (other  than an  amount
         referred to in paragraph (b) above) due hereunder, when and as the same
         shall  become  due  and  payable,   and  such  default  shall  continue
         unremedied for a period of ten days;

(d)      default shall be made in the due observance or performance of any
         covenant, condition or agreement contained in Section 5.01, 5.04, 5.05
         or 5.08;

(e)      default  shall  be made in the due  observance  or  performance  of any
         covenant,  condition or agreement  contained  herein  (other than those
         specified  in (b), (c) or (d) above) and such  default  shall  continue
         unremedied for a period of 30 days after notice thereof from the Paying
         Agent or any Lender to the Borrower;

(f)      a court or  governmental  agency  having  jurisdiction  in the premises
         shall enter a decree or order for relief in respect of the  Borrower in
         an  involuntary  case under any  applicable  bankruptcy,  insolvency or
         other similar law now or hereafter in effect, or appointing a receiver,
         liquidator,  assignee,  custodian,  trustee,  sequestrator  (or similar
         official) of the Borrower or for any  substantial  part of its property
         or ordering  the winding up or  liquidation  of its  affairs,  and such
         decree or order shall remain  unstayed and in effect for a period of 30
         consecutive days;

(g)      the  Borrower  shall  commence a  voluntary  case under any  applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or consent to the entry of an order for relief in an  involuntary  case
         under any such law; or consent to the appointment or taking  possession
         by a receiver,  liquidator,  assignee, custodian, trustee, sequestrator
         (or similar  official) of the Borrower or for any  substantial  part of
         its  property  or  make  any  general  assignment  for the  benefit  of
         creditors;  or the Borrower shall admit in writing its inability to pay
         its debts  generally as they become due, or  corporate  action shall be
         taken by the Borrower in furtherance of any of the aforesaid purposes;

     (h) (i)  the  Borrower  or any of its  Subsidiaries  shall  fail to pay any
principal of,  premium or interest on any  Indebtedness  of the Borrower or such
Subsidiary (as the case may be) that is outstanding in a principal  amount of at
least  $250,000,000  either  individually  or in the  aggregate  (but  excluding
Indebtedness  outstanding  hereunder),  when the same  becomes  due and  payable
(whether by scheduled maturity,  required  prepayment,  acceleration,  demand or
otherwise),  and such failure shall continue after the applicable  grace period,
if any, specified in the agreement or instrument  relating to such Indebtedness;
or (ii) any other event shall occur or condition shall exist under any agreement
or instrument  relating to any such  Indebtedness  and shall  continue after the
applicable grace period, if any,  specified in such agreement or instrument,  if
the effect of such event or  condition  is to  accelerate  the  maturity of such
Indebtedness or otherwise to cause such Indebtedness to mature before its stated
maturity; or (iii) any such Indebtedness shall be declared to be due and payable
or  required to be prepaid or  redeemed  (other  than by a  regularly  scheduled
required  prepayment or redemption)  before its stated  maturity;  provided that
neither clause (ii) nor (iii) shall apply to secured  Indebtedness  that becomes
due solely as a result of a voluntary sale or transfer of the property  securing
such Indebtedness;  and provided,  further,  that, so long as the Borrower shall
have commenced the exchange offer  contemplated  by the Borrower's  registration
statement on Form S-4 filed with the SEC on August 12, 2002, as amended, none of
clauses  (i),  (ii) or (iii)  shall apply to  Indebtedness  existing on the date
hereof,  and incurred  pursuant to the 1990 Indenture,  the maturity of which is
accelerated,  or is otherwise  declared to be due and payable,  as a result of a
breach or an  alleged  breach  of  Article  5 of the 1990  Indenture  due to the
consummation  of the  Broadband  Separation,  so  long as (x)  the  Borrower  is
contesting  in good  faith any such  breach  or  alleged  breach in  appropriate
proceedings  and (y) there has not been entered against the Borrower one or more
judgments  to  pay  such   Indebtedness   in  an  aggregate   amount   exceeding
$250,000,000,  which judgment either (A) exceeds the cash, cash  equivalents and
marketable  securities  (not subject to any Lien, and net of (1) the outstanding
aggregate  principal  amount of the Revolving Credit Loans and (2) the principal
amount  of any  such  Indebtedness  that at such  time is being  contested  in a
different  proceeding  of the  type  referred  to above  in  clause  (x)) of the
Borrower at the time such judgment is entered, or (B) has remained  undischarged
for a period of 30 consecutive days; and

                  (i) there shall occur any material  change to the terms of the
         Merger Agreement or Proxy Statement that is adverse from the standpoint
         of the Borrower and either (i)  requires a second  shareholder  vote to
         approve the terms of the  Broadband  Separation or (ii) would result in
         (A)  the   incurrence,   assumption  or  retention  of  any  additional
         liabilities  or  Indebtedness  by the  Borrower,  (B) any  reduction in
         (including  without  limitation,  forgiveness  of all or  part  of) the
         amount of the  intercompany  receivable  owed to the  Borrower  by AT&T
         Broadband  (the  "Broadband  Receivable")  or any change in the form of
         consideration  paid in respect of the  Broadband  Receivable;  provided
         that the Borrower may exchange cash  consideration that would otherwise
         be paid in respect of the Broadband Receivable for the assumption of an
         equal or greater amount of additional  Indebtedness  of the Borrower by
         AT&T Broadband or (C) the Broadband Receivable being replaced by a note
         made by a Comcast  affiliate in favor of the Borrower,  in an aggregate
         amount  for all such  additional  liabilities,  reductions,  changes or
         replacements referred to above in clauses (A), (B) and (C) in excess of
         $2 billion  (excluding  fees and  expenses  incurred by the Borrower in
         connection with the repayment of the Broadband Receivable);

then, and in every such event (other than an event described in paragraph (f) or
(g) above), and at any time thereafter during the continuance of such event, the
Paying Agent,  at the request of the Required  Lenders,  shall, by notice to the
Borrower, take either or both of the following actions, at the same or different
times:  (i) terminate  forthwith the  Commitments and (ii) declare the Revolving
Credit Loans then  outstanding  to be  forthwith  due and payable in whole or in
part,  whereupon the  principal of the Revolving  Credit Loans so declared to be
due and payable,  together with accrued  interest thereon and any unpaid accrued
Fees and all other liabilities of the Borrower accrued  hereunder,  shall become
forthwith due and payable,  without  presentment,  demand,  protest or any other
notice of any kind,  all of which are hereby  expressly  waived by the Borrower,
anything  contained  herein to the contrary  notwithstanding;  and, in any event
with  respect to the  Borrower  described  in  paragraph  (f) or (g) above,  the
Commitments  shall  automatically  terminate  and the principal of the Revolving
Credit Loans then  outstanding,  together with accrued  interest thereon and any
unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder,
shall automatically become due and payable, without presentment, demand, protest
or any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein to the contrary notwithstanding.

ARTICLE VII
                                   The Agents
SECTION  7.01.  In order  to  expedite  the  transactions  contemplated  by this
Agreement,  Citibank is hereby appointed to act as Paying Agent on behalf of the
Lenders and  JPMorgan,  CSFB,  Citibank and GSCP are hereby  appointed to act as
Administrative Agents on behalf of the Lenders. The Administrative Agents do not
assume any  responsibility  or obligation  under this Agreement or any duties as
agents for the Lenders.  The title  "Administrative  Agent" implies no fiduciary
obligation on the part of any Administrative  Agent to any Person and the use of
such  title does not impose on any  Administrative  Agent any duties  under this
Agreement. Each of the Lenders hereby authorizes each Agent to take such actions
on  behalf of such  Lender  and to  exercise  such  powers  as are  specifically
delegated to such Agent by the terms and provisions  hereof,  together with such
actions and powers as are  reasonably  incidental  thereto.  The Paying Agent is
hereby expressly authorized by the Lenders,  without hereby limiting any implied
authority,  (a) to receive on behalf of the Lenders all payments of principal of
and  interest on the  Revolving  Credit  Loans and all other  amounts due to the
Lenders hereunder, and promptly to distribute to each Lender its proper share of
each payment so received; (b) to give notice on behalf of each of the Lenders to
the Borrower of any Event of Default  specified  in this  Agreement of which the
Paying  Agent has  actual  knowledge  acquired  in  connection  with its  agency
hereunder; and (c) to distribute to each Lender copies of all notices, financial
statements  and other  materials  delivered  by the  Borrower  pursuant  to this
Agreement  as  received by the Paying  Agent.  It is  understood  that the Agent
Parties  shall not have any duties or  obligations  except those  expressly  set
forth herein.

                  Neither  any Agent Party nor any of its  directors,  officers,
employees  or agents  shall be liable as such for any action taken or omitted by
any of them except for its or his own gross negligence or willful misconduct, or
be  responsible  for any  statement,  warranty or  representation  herein or the
contents of any document  delivered in  connection  herewith,  or be required to
ascertain or to make any inquiry concerning the performance or observance by the
Borrower of any of the terms,  conditions,  covenants or agreements contained in
this  Agreement.  No Agent Party shall be responsible to the Lenders for the due
execution,  genuineness,  validity,  enforceability  or  effectiveness  of  this
Agreement  or other  instruments  or  agreements.  Each Agent Party may deem and
treat the Lender  which  makes any  Revolving  Credit  Loan as the holder of the
indebtedness  resulting  therefrom for all purposes hereof until, in the case of
the Paying Agent,  the Paying Agent shall have received  notice from such Lender
or, in the case of any other Agent Party,  such Agent Party shall have  received
notice from the Paying Agent that it received  such notice from such Lender,  in
each case, given as provided herein, of the transfer  thereof.  Each Agent Party
shall in all cases be fully protected in acting,  or refraining from acting,  in
accordance  with written  instructions  signed by the Required  Lenders (or when
expressly   required   hereby,   all  the  Lenders)  and,  except  as  otherwise
specifically  provided  herein,  such  instructions  and any action or  inaction
pursuant thereto shall be binding on all the Lenders. Each Agent Party shall, in
the absence of knowledge to the contrary,  be entitled to rely on any instrument
or  document  believed by it in good faith to be genuine and correct and to have
been signed or sent by the proper person or persons. Neither any Agent Party nor
any  of  its   directors,   officers,   employees   or  agents  shall  have  any
responsibility  to the  Borrower  on  account  of the  failure  of or  delay  in
performance  or breach by any Lender of any of its  obligations  hereunder or to
any Lender on account of the failure of or delay in performance or breach by any
other Lender or the Borrower of any of their respective obligations hereunder or
in  connection  herewith.  Each  Agent  Party  may  execute  any and all  duties
hereunder by or through  agents or employees  and shall be entitled to rely upon
the advice of legal counsel  selected by it with respect to all matters  arising
hereunder and shall not be liable for any action taken or suffered in good faith
by it in accordance with the advice of such counsel.

                  The Lenders hereby  acknowledge that each Agent shall be under
no duty to take any discretionary action permitted to be taken by it pursuant to
the provisions of this  Agreement  unless it shall be requested in writing to do
so by the Required Lenders.

                  Subject  to the  appointment  and  acceptance  of a  successor
Paying  Agent as provided  below,  any Agent may resign at any time by notifying
the Lenders and the Borrower. Upon any such resignation of the Paying Agent, the
Required  Lenders  shall  have the right to  appoint a  successor  Paying  Agent
acceptable to the Borrower.  If no successor shall have been so appointed by the
Required Lenders and shall have accepted such  appointment  within 30 days after
the retiring  Paying Agent gives  notice of its  resignation,  then the retiring
Paying  Agent may, on behalf of the  Lenders,  appoint a successor  Paying Agent
which  shall be a bank with an office in New York,  New York,  having a combined
capital and surplus of at least  $500,000,000  or an Affiliate of any such bank.
Upon  the  acceptance  of any  appointment  as a  Paying  Agent  hereunder  by a
successor  bank,  such successor shall succeed to and become vested with all the
rights,  powers,  privileges  and duties of the  retiring  Paying  Agent and the
retiring  Paying  Agent  shall be  discharged  from its duties  and  obligations
hereunder.  After any Agent's  resignation  hereunder,  the  provisions  of this
Article and Section 8.05 shall  continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as an Agent.

                  With  respect  to  the  Revolving  Credit  Loans  made  by  it
hereunder,  any Agent in its individual  capacity and not as an Agent shall have
the same  rights and powers as any other  Lender  and may  exercise  the same as
though  it were not an  Agent,  and each  Agent 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 other  Affiliate  thereof as if it were not an
Agent.

                  Each  Lender  agrees (i) to  reimburse  the Paying  Agent,  on
demand, in the amount of its pro rata share (based on its Commitment  hereunder)
of any expenses incurred for the benefit of the Lenders by such Agent, including
reasonable  counsel  fees and  compensation  of agents  and  employees  paid for
services rendered on behalf of the Lenders, which shall not have been reimbursed
by the  Borrower,  and (ii) to indemnify  and hold harmless each Agent Party and
any of its directors, officers, employees or agents, on demand, in the amount of
such  pro  rata  share,  from  and  against  any  and  all  liabilities,  taxes,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements of any kind or nature  whatsoever which may be imposed
on, incurred by or asserted  against it in its capacity as an Agent Party or any
of them in any way  relating to or arising out of this  Agreement  or any action
taken or omitted by it or any of them  under  this  Agreement  to the extent the
same shall not have been  reimbursed  by the  Borrower;  provided that no Lender
shall  be  liable  to any  Agent  Party  for any  portion  of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  or  disbursements  resulting  from the  gross  negligence  or  willful
misconduct of such Agent Party or any of its directors,  officers,  employees or
agents.

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

ARTICLE VIII
                                  Miscellaneous
SECTION  8.01.  Notices.  Notices and other  communications  provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed  or sent by  telex,  telecopy,  graphic  scanning  or  other  telegraphic
communications equipment of the sending party, as follows:

(a)      if to the Borrower, to it at AT&T Corp., 295 North Maple Avenue,
         Basking Ridge, New Jersey 07920, Attention of Patrick Moletteri,
         Senior Treasury Manager (Facsimile No. 908-630-1965) with a copy to
         Davis Polk & Wardwell, 450 Lexington Avenue,
         New York, New York 10017, Attention of Peter S. W. Levin
        (Facsimile No. 212-450-4800);

(b)      if to the Paying Agent, to it at Citibank, N.A., 2 Penns Way, Suite
         200, New Castle, Delaware 19720, Attention of Betsy Wier
         (Facsimile No. 212-994-0961);

(c)      if to an Administrative Agent, to it at its address (or telecopy
         number) set forth in Schedule 2.01; and

(d)      if to a Lender,  to it at its address (or telecopy number) set forth in
         Schedule 2.01 or in the  Assignment  and  Acceptance  pursuant to which
         such Lender became a party hereto.

All notices and other  communications  given to any party  hereto in  accordance
with the provisions of this Agreement  shall be deemed to have been given on the
date of receipt if  delivered by hand or  overnight  courier  service or sent by
telex, telecopy,  graphic scanning or other telegraphic communications equipment
of the sender,  or on the date five Business Days after dispatch by certified or
registered  mail if mailed,  in each case  delivered,  sent or mailed  (properly
addressed) to such party as provided in this Section 8.01 or in accordance  with
the latest  unrevoked  direction  from such party given in accordance  with this
Section 8.01.

SECTION 8.02. Survival of Agreement. All covenants, agreements,  representations
and  warranties  made by the Borrower  herein and in the  certificates  or other
instruments  prepared  or  delivered  in  connection  with or  pursuant  to this
Agreement  shall be considered to have been relied upon by the Lenders and shall
survive the making by the Lenders of the  Revolving  Credit Loans  regardless of
any investigation  made by the Lenders or on their behalf, and shall continue in
full force and effect as long as the principal of or any accrued interest on any
Revolving  Credit  Loan  or any  Fee or any  other  amount  payable  under  this
Agreement is outstanding and unpaid and so long as the Commitments have not been
terminated.

SECTION 8.03.  Binding  Effect.  This Agreement  shall become  effective when it
shall  have been  executed  by the  Borrower  and each Agent and when the Paying
Agent shall have received  copies hereof  (telefaxed or otherwise)  which,  when
taken  together,  bear the signatures of each Lender,  and  thereafter  shall be
binding  upon and inure to the  benefit  of the  Borrower,  each  Agent and each
Lender and their  respective  successors  and assigns,  except that the Borrower
shall not have the right to assign its respective  rights or duties hereunder or
any  interest  herein  without  the prior  consent  of all the  Lenders  and any
attempted assignment without such consent shall be void.

SECTION 8.04.  Successors and Assigns. (a) Whenever in this Agreement any of the
parties  hereto is referred  to, such  reference  shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of the Borrower, the Agents or the Lenders that are contained in
this  Agreement  shall  bind  and  inure  to the  benefit  of  their  respective
successors and assigns.

(b) Each  Lender  may  assign to one or more  assignees  all or a portion of its
interests,  rights and  obligations  under this  Agreement  (including  all or a
portion of its  Commitment  and the Revolving  Credit Loans at the time owing to
it); provided,  however, that (i) unless an Event of Default has occurred and is
continuing  under subsection (a), (b), (c), (f), (g) or (h) of Article VI hereto
or with  respect to the  covenant  of the  Borrower  contained  in Section  5.08
hereof,  the Borrower  must give its prior  written  consent to such  assignment
(which  consent  shall  not be  unreasonably  withheld),  (ii) in the case of an
assignment made by a Lender to a Person other than a Lender or an Affiliate of a
Lender,  the amount of the  Commitment of the assigning  Lender  subject to each
such  assignment  (determined as of the date the Assignment and Acceptance  with
respect to such  assignment  is delivered to the Paying Agent) shall not be less
than  $5,000,000 (or the remaining  balance of its Commitment) and the amount of
the Commitment of such Lender  remaining after such assignment shall not be less
than  $5,000,000 or shall be zero, and (iii) the parties to each such assignment
shall execute and deliver to the Paying Agent an Assignment and Acceptance,  and
a processing  and  recordation  fee of $3,000.  Upon  acceptance  and  recording
pursuant to paragraph  (e) of this Section  8.04,  from and after the  effective
date specified in each Assignment and Acceptance,  which effective date shall be
at least  five  Business  Days after the  execution  thereof,  (A) the  assignee
thereunder  shall be a party hereto and, to the extent of the interest  assigned
by such Assignment and  Acceptance,  have the rights and obligations of a Lender
under this Agreement,  (B) the assigning Lender  thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations  under  this  Agreement  (and,  in the  case  of an  Assignment  and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and  obligations  under this  Agreement,  such Lender  shall cease to be a party
hereto (but shall  continue to be  entitled  to the  benefits of Sections  2.13,
2.15,  2.19 and 8.05,  as well as to any Fees accrued for its account  hereunder
and not yet paid)) and (C) Schedule 2.01 shall be deemed  amended to give effect
to such assignment.

(c) By executing  and  delivering an Assignment  and  Acceptance,  the assigning
Lender thereunder and the assignee  thereunder shall be deemed to confirm to and
agree  with each  other  and the  other  parties  hereto  as  follows:  (i) such
assigning  Lender  warrants  that it is the  legal and  beneficial  owner of the
interest being assigned thereby free and clear of any adverse claim, (ii) except
as set forth in (i) above,  such  assigning  Lender makes no  representation  or
warranty  and  assumes  no  responsibility   with  respect  to  any  statements,
warranties or representations  made in or in connection with this Agreement,  or
the execution, legality, validity, enforceability,  genuineness,  sufficiency or
value of this Agreement or any other instrument or document  furnished  pursuant
hereto  or the  financial  condition  of the  Borrower  or  the  performance  or
observance by the Borrower of any of its obligations under this Agreement or any
other  instrument or document  furnished  pursuant  hereto;  (iii) such assignee
represents  and  warrants  that it is  legally  authorized  to enter  into  such
Assignment and  Acceptance;  (iv) such assignee  confirms that it has received a
copy of this  Agreement,  together  with  copies  of the most  recent  financial
statements  delivered  pursuant  to Section  5.02 and such other  documents  and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision to enter into such  Assignment and  Acceptance;  (v) such assignee will
independently  and without reliance upon any Agent, such assigning Lender or any
other  Lender  and based on such  documents  and  information  as it shall  deem
appropriate at the time,  continue to make its own credit decisions in taking or
not  taking  action  under  this  Agreement;  (vi) such  assignee  appoints  and
authorizes each Agent to take such action as agent on its behalf and to exercise
such powers  under this  Agreement  as are  delegated to such Agent by the terms
hereof, together with such powers as are reasonably incidental thereto and (vii)
such assignee agrees that it will perform in accordance with their terms all the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.

(d) The Paying  Agent  shall  maintain  at one of its offices in the City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the  recordation  of the names and addresses of the Lenders,  and the Commitment
of, and the principal amount of the Revolving Credit Loans owing to, each Lender
pursuant to the terms hereof from time to time (the "Register").  The entries in
the  Register  shall be  conclusive  in the  absence of  manifest  error and the
Borrower,  the  Agents  and the  Lenders  may treat  each  person  whose name is
recorded in the Register  pursuant to the terms hereof as a Lender hereunder for
all purposes of this  Agreement.  The Register shall be available for inspection
by the Borrower and each Lender,  at any  reasonable  time and from time to time
upon reasonable prior notice.

(e) Upon its receipt of a duly completed  Assignment and Acceptance  executed by
an assigning Lender and an assignee, the processing and recordation fee referred
to in paragraph (b) above and, if required,  the written consent of the Borrower
to such  assignment,  the Paying  Agent  shall (i) accept  such  Assignment  and
Acceptance and (ii) record the information contained therein in the Register.

(f) Each Lender may,  without the consent of the  Borrower or any of the Agents,
sell  participations  to one or more banks or other entities in all or a portion
of its rights and obligations  under this Agreement  (including all or a portion
of its  Commitment  and the  Revolving  Credit  Loans  owing  to it);  provided,
however,  that (i) such Lender's  obligations  under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) each participating bank or
other entity shall be entitled to the benefit of the cost protection  provisions
contained  in Sections  2.13,  2.15 and 2.19 to the same extent as if it was the
selling  Lender,  except that all claims and  petitions for payment and payments
made pursuant to such Sections  shall be made through such selling  Lender,  and
(iv) the  Borrower,  the Agents and the other  Lenders  shall  continue  to deal
solely and directly with such selling  Lender in  connection  with such Lender's
rights and obligations  under this  Agreement,  and such Lender shall retain the
sole right (and  participating  banks or other  entities shall have no right) to
enforce the obligations of the Borrower  relating to the Revolving  Credit Loans
and to approve any  amendment,  modification  or waiver of any provision of this
Agreement (other than amendments,  modifications or waivers  decreasing any fees
payable hereunder or the amount of principal of or the rate at which interest is
payable on the  Revolving  Credit Loans,  or extending  any scheduled  principal
payment date or date fixed for the payment of interest on the  Revolving  Credit
Loans).

(g) Any  Lender  or  participant  may,  in  connection  with any  assignment  or
participation or proposed  assignment or participation  pursuant to this Section
8.04,   disclose  to  the  assignee  or  participant  or  proposed  assignee  or
participant any information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower;  provided that, prior to any such disclosure, each
such assignee or participant or proposed  assignee or participant  shall execute
an  agreement  whereby  such  assignee or  participant  shall agree  (subject to
customary  exceptions) to preserve the  confidentiality of any such confidential
information relating to the Borrower.

(h) The Borrower shall not assign or delegate any of its  respective  rights and
duties  hereunder  without  the prior  written  consent of all  Lenders  and any
attempted assignment without such consent shall be void.

(i) Any Lender may at any time  pledge  all or any  portion of its rights  under
this  Agreement to a Federal  Reserve  Bank;  provided that no such pledge shall
release any Lender from its  obligations  hereunder or substitute  any such Bank
for such Lender as a party hereto.  In order to facilitate such an assignment to
a Federal  Reserve  Bank,  the Borrower  shall,  at the request of the assigning
Lender,  duly execute and deliver to the assigning  Lender a promissory  note or
notes in  substantially  the form of Exhibit D hereto  evidencing  the Revolving
Credit Loans made to the Borrower by the assigning Lender hereunder.

(j)  Notwithstanding  anything to the contrary  contained herein,  any Lender (a
"Granting  Lender") may grant to a special purpose funding vehicle (an "SPC") of
such  Granting  Lender,  identified  as such in writing from time to time by the
Granting  Lender to the  Administrative  Agent and the  Borrower,  the option to
provide to the Borrower all or any part of any  Revolving  Credit Loan that such
Granting Lender would otherwise be obligated to make to the Borrower pursuant to
this Agreement;  provided, that (i) nothing herein shall constitute a commitment
by any SPC to make any  Revolving  Credit  Loan and (ii) if an SPC elects not to
exercise  such  option or  otherwise  fails to  provide  all or any part of such
Revolving  Credit  Loan,  the  Granting  Lender  shall be obligated to make such
Revolving  Credit Loan pursuant to the terms  hereof.  The making of a Revolving
Credit Loan by an SPC hereunder  shall  utilize the  Commitment of such Granting
Lender to the same extent,  and as if, such  Revolving  Credit Loan were made by
such  Granting  Lender.  Each party  hereto  hereby  agrees that no SPC shall be
liable for any payment under this  Agreement for which a Lender would  otherwise
be liable,  for so long as, and to the extent that, the related  Granting Lender
makes such payment.  In furtherance  of the foregoing,  each party hereto hereby
agrees (which  agreement shall survive the termination of this Agreement)  that,
prior to the date that is one year and one day after the  payment in full of all
outstanding senior  indebtedness of any SPC, it will not institute  against,  or
join  any  other  person  in  instituting  against,  such  SPC  any  bankruptcy,
reorganization,  arrangement,  insolvency or liquidation  proceedings  under the
laws of the United  States or any State  thereof.  In addition,  notwithstanding
anything to the contrary  contained in this Section  8.04,  any SPC may (i) with
notice to, but  without  the prior  written  consent  of, the  Borrower  and the
Administrative Agent and without paying any processing fee therefor,  assign all
or a portion of its  interests  in any  Revolving  Credit  Loans to its Granting
Lender or to any  financial  institutions  (consented to by the Borrower and the
Administrative  Agent)  providing  liquidity and/or credit support to or for the
account of such SPC to support the funding or  maintenance  of Revolving  Credit
Loans and (ii)  disclose  on a  confidential  basis any  non-public  information
relating to its Revolving  Credit Loans to any rating agency,  commercial  paper
dealer or provider of any surety,  guarantee or credit or liquidity  enhancement
to such SPC. This section may not be amended without the written consent of each
SPC  that  holds  any  Revolving  Credit  Loans  at the  time of  such  proposed
amendment.

SECTION 8.05. Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable
out-of-pocket  expenses  incurred by any Agent in connection  with entering into
this  Agreement  or by the  Paying  Agent in  connection  with  any  amendments,
modifications or waivers of the provisions  hereof,  or incurred by any Agent or
any Lender in connection  with the  enforcement or protection of their rights in
connection with this Agreement or in connection with the Revolving  Credit Loans
made  hereunder,  including the reasonable  fees and  disbursements  of a single
counsel for the Agents or, in the case of enforcement or protection, counsel for
the Lenders.

(b) The  Borrower  agrees to indemnify  the Agent  Parties,  the Lenders,  their
respective Affiliates, and their respective directors,  officers,  employees and
agents (each such person being called an "Indemnitee") against, and to hold each
Indemnitee harmless from, any and all losses, claims,  damages,  liabilities and
related expenses, including reasonable counsel fees and expenses, incurred by or
asserted against any Indemnitee  arising out of (i) the execution or delivery of
this  Agreement  or  any  agreement  or  instrument  contemplated  thereby,  the
performance by the parties thereto of their respective obligations thereunder or
the consummation of the transactions  contemplated  thereby, (ii) the use of the
proceeds  of  the  Revolving  Credit  Loans  or  (iii)  any  claim,  litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee,  be  available  to the extent  that such  losses,  claims,  damages,
liabilities  or  related  expenses  are  determined  by  a  court  of  competent
jurisdiction  by final and  nonappealable  judgment  to have  resulted  from the
negligence or willful misconduct of such Indemnitee.

(c) The provisions of this Section 8.05 shall remain operative and in full force
and effect  regardless  of the  expiration  of the term of this  Agreement,  the
consummation of the transactions  contemplated  hereby,  the repayment of any of
the Revolving  Credit Loans, the invalidity or  unenforceability  of any term or
provision  of this  Agreement or any  investigation  made by or on behalf of any
Agent Party or any Lender.  All  amounts  due under this  Section  8.05 shall be
payable on written demand therefor.

(d) All  out-of-pocket  expenses  that  any  Lender  may  sustain  or incur as a
consequence of (a), (b), (c) or (d) of Section 2.15 but that are not included in
the  calculations  made  pursuant to the second and third  sentences  of Section
2.15,  shall be included in the amount or amounts  payable to such Lender and in
the manner provided pursuant to this Section 8.05.

SECTION 8.06.     Applicable Law.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
                  --------------
NEW YORK.

SECTION 8.07.  Waivers;  Amendment.  (a) No failure or delay of any Agent or any
Lender in  exercising  any power or right  hereunder  shall  operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any  abandonment  or  discontinuance  of steps to enforce such a right or power,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or power. The rights and remedies of the Agents and the Lenders  hereunder
are  cumulative and are not exclusive of any rights or remedies which they would
otherwise  have. No waiver of any provision of this  Agreement or consent to any
departure by the Borrower  therefrom shall in any event be effective  unless the
same shall be permitted by paragraph (b) below,  and then such waiver or consent
shall be effective  only in the specific  instance and for the purpose for which
given.  No notice  or  demand on the  Borrower  in any case  shall  entitle  the
Borrower  to any  other  or  further  notice  or  demand  in  similar  or  other
circumstances.

(b) Neither this  Agreement nor any provision  hereof may be waived,  amended or
modified  except  pursuant to an agreement or agreements in writing entered into
by the  Borrower  and the  Required  Lenders;  provided,  however,  that no such
agreement shall (i) decrease the principal  amount of, or extend the maturity of
or any scheduled  principal payment date or date for the payment of any interest
on any  Revolving  Credit Loan,  or waive or excuse any such payment or any part
thereof,  or decrease the rate of interest on any Revolving Credit Loan, without
the prior written  consent of each Lender  affected  thereby,  (ii) increase the
Commitment or decrease the Facility Fee of any Lender  without the prior written
consent of such Lender,  or (iii) amend or modify the provisions of Section 2.16
or Section  8.04(h),  the  provisions  of this Section or the  definition of the
"Required Lenders",  without the prior written consent of each Lender;  provided
further, however, that no such agreement shall amend, modify or otherwise affect
the rights or duties of any Agent hereunder without the prior written consent of
such Agent. Each Lender shall be bound by any waiver,  amendment or modification
authorized  by this  Section  and any  consent  by any Lender  pursuant  to this
Section shall bind any assignee of its rights and interests hereunder.

SECTION 8.08.  Entire  Agreement.  This Agreement,  any promissory  notes issued
hereunder,  and the Fee Letter  constitute the entire contract among the parties
relative to the subject matter hereof.  Any previous agreement among the parties
with respect to the subject  matter hereof is  superseded by this  Agreement and
the Fee  Letter.  Nothing  in this  Agreement  or the Fee  Letter  expressed  or
implied,  is intended to confer upon any party other than the parties hereto any
rights,  remedies,  obligations  or  liabilities  under  or by  reason  of  this
Agreement or the Fee Letter.

SECTION  8.09.  Severability.  In the  event  any one or more of the  provisions
contained in this Agreement should be held invalid,  illegal or unenforceable in
any  respect,  the  validity,  legality  and  enforceability  of  the  remaining
provisions  contained  herein  shall  not in any  way be  affected  or  impaired
thereby.  The parties shall endeavor in good-faith  negotiations  to replace the
invalid,  illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible  to that of the  invalid,  illegal or
unenforceable provisions.

SECTION 8.10.  Execution in Counterparts.  This Agreement may be executed in two
or more  counterparts,  each of which shall  constitute  an original  but all of
which when taken  together shall  constitute but one contract,  and shall become
effective as provided in Section 8.03.  Delivery of an executed  counterpart  of
this  Agreement  by  telecopier  shall be  effective  as delivery of an original
executed counterpart of this Agreement.

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

SECTION  8.12.  Jurisdiction,  Etc.  (a)  Each  of  the  parties  hereto  hereby
irrevocably and  unconditionally  submits,  for itself and its property,  to the
nonexclusive  jurisdiction  of any New York State court or Federal  court of the
United States of America  sitting in New York City, and any appellate court from
any  thereof,  in any action or  proceeding  arising  out of or relating to this
Agreement or for  recognition or  enforcement  of any judgment,  and each of the
parties hereto hereby irrevocably and unconditionally  agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
New York State court or, to the fullest extent permitted by law, in such Federal
court.  Each of the  parties  hereto  agrees  that a final  judgment in any such
action  or  proceeding  shall  be  conclusive  and  may  be  enforced  in  other
jurisdictions  by suit on the judgment or in any other  manner  provided by law.
Nothing in this  Agreement  shall affect any right that any party may  otherwise
have to bring any action or proceeding  relating to this Agreement in the courts
of any jurisdiction.

(b) Each of the parties hereto  irrevocably and  unconditionally  waives, to the
fullest  extent it may legally and  effectively do so, any objection that it may
now or hereafter  have to the laying of venue of any suit,  action or proceeding
arising out of or relating  to this  Agreement  in any New York State or Federal
court.  Each of the parties  hereto hereby  irrevocably  waives,  to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

<PAGE>



                                       48
NYDOCS03/637079                                 AT&T CREDIT AGREEMENT
SECTION 8.13.  Waiver of Jury Trial.  EACH OF THE  BORROWER,  THE AGENTS AND THE
LENDERS IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,  PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING  TO THIS  AGREEMENT  OR THE  ACTIONS  OF ANY AGENT OR ANY LENDER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


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


                                            AT&T CORP.


                                            By:   /s/ Edward M. Dwyer
                                                  Name:       Edward M. Dwyer
                                                  Title:      VP & Treasurer
                                                  Website:  www.att.com



                                            CITIBANK, N.A., as a Lender, as
                                                Paying Agent and as an Agent

                                            By:   /s/ Caroline A. Kee
                                                  Name:       Caroline A. Kee
                                                  Title:      Vice President



                                            CREDIT SUISSE FIRST BOSTON, CAYMAN
                                                ISLANDS BRANCH, as a Lender and
                                                as an Agent

                                            By:   /s/ Paul J. Corona
                                                  Name:       Paul J. Corona
                                                  Title:      Director



                                            By:   /s/ Jay Chall
                                                  Name:       Jay Chall
                                                  Title:      Director



                                            JPMORGAN CHASE BANK,
                                            as a Lender and as an Agent

                                            By:   /s/ Ayman Zameli
                                                  Name:       Ayman Zameli
                                                  Title:      Vice President



                                            GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                            as a Lender and as an Agent

                                            By:   /s/ Stephen P. Hickey
                                                  Name:       Stephen P. Hickey
                                            Title: Authorized Signatory



                                            The Lenders



                                            BANK OF AMERICA, N.A.

                                            By:   /s/ Pamela S. Kurtzman
                                            Name: Pamela S. Kurtzman
                                            Title:      Principal



                                            HSBC BANK USA

                                            By:   /s/ Paolo de Alessindrini
                                            Name: Paolo de Alessindrini
                                            Title:      Senior Banker



                                            THE ROYAL BANK OF SCOTLAND

                                            By:   /s/         David A. Lucas
                                            Name:       David A. Lucas
                                            Title: Senior Vice President





                                            MORGAN STANLEY BANK

                                            By:   /s/ Jaap L. Tonckens
                                            Name:       Jaap L. Tonckens
                                            Title:      Vice President

                                            DEUTSCHE BANK

                                            By:   /s/ Andreas Neumeirer
                                            Name: Andreas Neumeirer
                                            Title:      Director



                                            By:   /s/ Peter Eschmann
                                            Name:       Peter Eschmann
                                            Title:      Vice President



<PAGE>


                                            ABN AMRO BANK, N.V.

                                            By:   /s/ David Carrington
                                            Name: David Carrington
                                            Title:      Vice President



                                            By:   /s/ Thomas Cha
                                            Name:       Thomas Cha
                                            Title:      Vice President



                                            BANK ONE, NA

                                            By:   /s/ Daniel E. Casey
                                            Name:       Daniel E. Casey
                                            Title:      Director



                                            ROYAL BANK OF CANADA

                                            By:   /s/ John Crawford
                                            Name:       John Crawford
                                            Title:      Sr. Manager



                                            CAIXA GENERAL DE DEPOSITOS

                                            By:   /s/ Francisco N. Graca
                                            Name: Francisco N. Graca
                                            Title:      Executive Vice
                                            President & General Manager



                                            By:   /s/ Dale Prusinowski
                                            Name: Dale Prusinowski
                                            Title:      Senior Vice President &
                                            General Manager





                                            COMERICA BANK

                                            By:   /s/ Joel S. Gordon
                                            Name:       Joel S. Gordon
                                            Title: Assistant Vice President





                                            NORTHERN TRUST COMPANY

                                            By:   /s/ Eric Strickland
                                            Name:       Eric Strickland
                                            Title:      Vice President





                                            CIBC INC.

                                            By:   /s/ Tefta Ghilaga
                                            Name:       Tefta Ghilaga
                                            Title: Executive Director

                                            CIBC World Markets Corp. as Agent





<PAGE>
<TABLE>

<CAPTION>


                                  SCHEDULE 2.01


------------------------------------ ---------------------- ---------------------------------- ----------------------------------
      Name of Initial Lender              Commitment             Domestic Lending Office           Eurodollar Lending Office
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
<S>                                        <C>              <C>                                <C>
JPMorgan Chase Bank                        $512,500,000.00  270 Park Avenue                    270 Park Avenue
                                                            36th Floor                         36th Floor
                                                            Global Media &                     Global Media &
                                                            Telecommunications Group           Telecommunications Group
                                                            NY, NY 10017                       NY, NY 10017
                                                            Attn: Constance Coleman, VP        Attn: Constance Coleman, VP
                                                            Tel: 212-270-0372                  Tel: 212-270-0372
                                                            Fax: 212-270-4584                  Fax: 212-270-4584
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
Credit Suisse First Boston                                  11 Madison Avenue                  11 Madison Avenue
                                                            10th Floor                         10th Floor
                                                            NY, NY  10010-3629                 NY, NY  10010-3629
                                                            Attn: Kristin Lepri                Attn: Kristin Lepri
                                                            Tel: 212-325-9058                  Tel: 212-325-9058
                                           $512,500,000.00  Fax: 212-325-8309                  Fax: 212-325-8309
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
Goldman Sachs Credit Partners L.P.                          85 Broad Street                    85 Broad Street
                                                            15th Floor                         15th Floor
                                                            NY, NY  10004                      NY, NY  10004
                                                            Attn: Deanna Galeno                Attn: Deanna Galeno
                                                            Tel: 212-357-8585                  Tel: 212-357-8585
                                           $512,500,000.00  Fax: 212-357-4597                  Fax: 212-357-4597
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
Citibank, N.A.                                              Two Penns Way, Suite 200           Two Penns Way, Suite 200
                                                            New Castle, DE  19720              New Castle, DE  19720
                                                            Attn: Betsy Wier                   Attn: Betsy Weir
                                                            Tel: 212-559-5320                  Tel: 212-559-5320
                                           $512,500,000.00  Fax: 212-793-6873                  Fax: 212-793-6873
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
Bank of America, N.A.                                       901 Main Street                    901 Main Street
                                                            14th Floor                         14th Floor
                                                            Dallas, TX  75202                  Dallas, TX  75202
                                                            Attn: Pamela Kurtzman              Attn: Pamela Kurtzman
                                                            Tel: 214-209-0997                  Tel: 214-209-0997
                                           $300,000,000.00  Fax: 214-209-9390                  Fax: 214-209-9390
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
HSBC Bank USA                                               1 HSBC Center                      1 HSBC Center
                                                            Agent Servicing- 26th floor        Agent Servicing- 26th floor
                                                            Buffalo, NY14203                   Buffalo, NY
                                                            Attn: Marie Bax                    Attn: Marie Bax
                                                            Tel: 716-841-5668                  Tel: 716-841-5668
                                           $300,000,000.00  Fax: 716-841-0269                  Fax: 716-841-0269
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
The Royal Bank of Scotland                                  65 East 55th Street                65 East 55th Street
                                                            21st Floor                         21st Floor
                                                            NY, NY  10022                      NY, NY  10022
                                                            Attn: Jonathan Barrow              Attn: Jonathan Barrow
                                                            Tel: 212-401-3744                  Tel: 212-401-3744
                                           $300,000,000.00  Fax: 212-401-3456                  Fax: 212-401-3456
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
Morgan Stanley Bank                                         2500 Lake Park Boulevard           1633 Broadway
                                                            Suite 300C                         25th floor
                                                            West Valley City, UT 84120         New York, NY 10019
                                                            Attn: Joseph DiTomaso              Attn: James Morgan
                                                            Tel: 212-762-2320                  Tel: 212-537-1470
                                           $250,000,000.00  Fax: 212-762-0346                  Fax: 212-537-1867
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
Morgan Stanley Senior Funding, Inc.                         1585 Broadway                      1633 Broadway - 25th Floor
                                                            New York, NY 10020                 New York, NYU 10019
                                                            Attn: Mark Cross                   Attn: James Morgan
                                                            Tel: 212-762-2288                  Tel: 212-537-1470
                                            $50,000,000.00  Fax: 212-507-3700                  Fax: 212-527-1867/66
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
Bank One, NA                                                1717 Main Street                   1717 Main Street
                                                            Dallas, TX  75201                  Dallas, TX  75201
                                                            Attn: Jeffrey Lubatkin             Attn: Jeffrey Lubatkin
                                                            Tel: 212-373-1056                  Tel: 212-373-1056
                                           $200,000,000.00  Fax: 212-373-1180                  Fax: 212-373-1180
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
Deutsche  Bank AG New York Branch 31 West 52nd Street 31 West 52nd Street and/or
Cayman Islands Branch NY, NY 10019 NY, NY 10019
                                                            Attn: Virginia Mahler Cosenza      Attn: Virginia Mahler Cosenza
                                                            Tel: 212-469-2717                  Tel: 212-469-2717
                                           $200,000,000.00  Fax: 212-469-4604                  Fax: 212-469-4604
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
ABN Amro                                                    1251 Avenue of the Americas        1251 Avenue of the Americas
                                                            NY, NY  10020-1104                 NY, NY  10020-1104
                                                            Attn: Allison King                 Attn: Allison King
                                                            Tel: 212-282-3515                  Tel: 212-282-3515
                                           $200,000,000.00  Fax: 212-282-4486                  Fax: 212-282-4486
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
The Royal Bank of Scotland                                  65 East 55th Street                65 East 55th Street
                                                            21st Floor                         21st Floor
                                                            NY, NY  10022                      NY, NY  10022
                                                            Attn: Jonathan Barrow              Attn: Jonathan Barrow
                                                            Tel: 212-401-3744                  Tel: 212-401-3744
                                           $300,000,000.00  Fax: 212-401-3456                  Fax: 212-401-3456
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
Royal Bank of Canada                                        One Liberty Plaza                  One Liberty Plaza
                                                            5th Floor                          5th Floor
                                                            NY, NY  10006-1404                 NY, NY  10006-1404
                                                            Attn: Stephanie Babich             Attn: Stephanie Babich
                                                            Tel: 212-428-6319                  Tel: 212-428-6319
                                            $50,000,000.00  Fax: 212-428-6460                  Fax: 212-428-6460
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
Caixa General de Depositos                                  Paseo de la Castellana 189         Paseo de la Castellana 189
                                                            28046 Madrid                       28046 Madrid
                                                            Attn: Salvador Viada               Attn: Salvador Viada
                                                            Tel: 34 91 423 9977                Tel: 34 91 423 9977
                                            $25,000,000.00  Fax: 34 91 423 9718                Fax: 34 91 423 9718
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
Comerica Bank                                               500 Woodward Avenue                500 Woodward Avenue
                                                            9th Floor, MC 3279                 9th Floor, MC 3279
                                                            Detroit, MI  48275-3279            Detroit, MI  48275-3279
                                                            Attn: Joel Gordon                  Attn: Munther Abukhader
                                                            Tel: 313-222-3647                  Tel: 313-222-5601
                                            $25,000,000.00  Fax: 313-222-3330                  Fax: 313-222-3330
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
The Northern Trust Company                                  50 S. LaSalle Street               50 S. LaSalle Street
                                                            Chicago, IL  60675                 Chicago, IL  60675
                                                            Attn: Jaron Grimm                  Attn: Jaron Grimm
                                                            Tel: 312-444-2406                  Tel: 312-444-2406
                                            $25,000,000.00  Fax: 312-630-6062                  Fax: 312-630-6062
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
CIBC                                                        55 East 52nd Street                55 East 52nd Street
                                                            NY, NY  10055                      NY, NY  10055
                                                            Attn: Larry Elkins                 Attn: Larry Elkins
                                                            Tel: 212-339-1181                  Tel: 212-339-1181
                                            $25,000,000.00  Fax: 212-832-1428                  Fax: 212-832-1428
------------------------------------ ---------------------- ---------------------------------- ----------------------------------
-----------------------------------------------------------
                               Total     $4,000,000,000.00
-----------------------------------------------------------


</TABLE>



<PAGE>


                               Form of Borrowing Request

                                   EXHIBIT A


                            FORM OF BORROWING REQUEST


Citibank, N.A., as Paying Agent
  for the Lenders referred to below,
==========

Attention: [Date]

Ladies and Gentlemen:

                  The undersigned,  AT&T Corp. (the  "Borrower"),  refers to the
364-Day Revolving Credit Facility Agreement dated as of ___________, 2002 (as it
may be amended,  modified,  extended or restated from time to time,  the "Credit
Agreement"), among the Borrower, the Lenders named therein, JPMorgan Chase Bank,
Citibank,  N.A. ("Citibank"),  Credit Suisse First Boston, Cayman Islands Branch
and Goldman Sachs Credit Partners L.P., as Administrative  Agents, and Citibank,
as Paying Agent.  Capitalized terms used herein and not otherwise defined herein
shall have the  meanings  assigned  to such terms in the Credit  Agreement.  The
Borrower  hereby  gives  you  notice  pursuant  to  Section  2.04 of the  Credit
Agreement that it requests a Borrowing under the Credit  Agreement,  and in that
connection sets forth below the terms on which such Borrowing is requested to be
made:

(A)  Date of Borrowing (which is a Business Day)    --------------------------

(B)  Principal Amount of Borrowing 1/
                                                    --------------------------

(C)  Interest rate basis 2/
                                                    --------------------------

(D)  Interest Period and the last day thereof 3/
                                                    --------------------------

                  Upon  acceptance of any or all of the  Revolving  Credit Loans
made by the Lenders in response to this request, the Borrower shall be deemed to
have  represented  and warranted  that the  conditions  to lending  specified in
Section 4.01(b) and (c) of the Credit Agreement have been satisfied.

Very truly yours,

AT&T CORP.,


By:
   -----------------------------------------
     Name:
     Title:  [Responsible Officer]


<PAGE>


                        Form of Assignment and Acceptance

                        Form of Assignment and Acceptance

                                   EXHIBIT B


                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


                  Reference  is made to the 364-Day  Revolving  Credit  Facility
Agreement  dated  as of  ___________,  2002  (as it may  be  amended,  modified,
extended or restated  from time to time,  the  "Credit  Agreement"),  among AT&T
Corp.,  (the  "Borrower"),  the  Lenders  named  therein,  JPMorgan  Chase Bank,
Citibank,  N.A. ("Citibank"),  Credit Suisse First Boston, Cayman Islands Branch
and Goldman Sachs Credit Partners L.P., as Administrative  Agents, and Citibank,
as Paying Agent for the Lenders (in such capacity,  the "Paying  Agent").  Terms
defined in the Credit Agreement are used herein with the same meanings.

                  1. The Assignor hereby sells and assigns, without recourse, to
the Assignee,  and the Assignee hereby purchases and assumes,  without recourse,
from the  Assignor,  effective as of the  Effective  Date set forth  below,  the
interests set forth below (the "Assigned Interest") in the Assignor's rights and
obligations  under the Credit  Agreement,  including,  without  limitation,  the
interests  set forth herein in the  Commitment  of the Assignor on the Effective
Date and Revolving  Credit Loans owing to the Assignor which are  outstanding on
the  Effective  Date,  together  with unpaid  interest  accrued on the  assigned
Revolving  Credit  Loans to the  Effective  Date.  Each of the  Assignor and the
Assignee  hereby  makes  and  agrees  to be  bound  by all the  representations,
warranties and agreements set forth in Section 8.04(c) of the Credit  Agreement,
a copy of which  has been  received  by each  such  party.  From and  after  the
Effective  Date  (i) the  Assignee  shall  be a  party  to and be  bound  by the
provisions of the Credit Agreement and, to the extent of the interests  assigned
by this Assignment and  Acceptance,  have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent of the interests  assigned
by this  Assignment and  Acceptance,  relinquish its rights and be released from
its obligations under the Credit Agreement.

                  2. This  Assignment and  Acceptance is being  delivered to the
Paying Agent together with (i) if the Assignee is organized  under the laws of a
jurisdiction  outside the United States,  the forms specified in Section 2.19(f)
of the Credit Agreement,  duly completed and executed by such Assignee, and (ii)
a processing and recordation fee of $3,000.

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

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective  Date of  Assignment  (may not be fewer than 5 Business Days after the
Date of Assignment):


<PAGE>



                        Percentage Assigned of Facility
                           and Commitment thereunder
         Principal Amount Assigned (set forth, to at least 8 decimals,
                        as a percentage of the Facility
                         and the aggregate Commitments
                           of all Lenders thereunder)
                           --------------------------
Commitment Assigned:                           $                             %

Revolving Credit Loans:




The terms set forth above and on the
reverse side hereof are hereby agreed to:   Accepted: as of ___________________,


______________________, as Assignor                  AT&T CORP.


By:   _________________________             By: _______________________________
Name: _______________________               Name:  ____________________________
Title:   _______________________            Title: _____________________________


_____________________, as Assignee


By:   _________________________
Name: _______________________
Title:   _______________________



<PAGE>


NYDOCS03/597836.2                     Form of Opinion of Counsel for AT&T Corp.

NYDOCS03/637079                       Form of Opinion of Counsel for AT&T Corp.
                                    EXHIBIT C


                                     FORM OF
OPINION OF COUNSEL FOR AT&T CORP.                                           4/

                  1. AT&T Corp.  (i) is a corporation  duly  organized,  validly
existing and in good standing under the laws of the State of New York,  (ii) has
all requisite power and authority to own its property and assets and to carry on
its  business  as now  conducted,  (iii) is  qualified  to do  business in every
jurisdiction  within the United  States  where such  qualification  is required,
except  where the failure so to qualify  would not result in a Material  Adverse
Effect on AT&T Corp.,  and (iv) has all requisite  corporate power and authority
to execute,  deliver and perform its obligations  under the Credit Agreement and
to borrow funds thereunder.

                  2. The  execution,  delivery and  performance by AT&T Corp. of
the Credit Agreement and the Borrowings of AT&T Corp. thereunder  (collectively,
the  "Transactions")  (i) have been duly  authorized by all requisite  corporate
action and (ii) will not (a) violate (1) any provision of law, statute,  rule or
regulation  (including without limitation,  the Margin  Regulations),  or of the
certificate of incorporation or other constitutive  documents or by-laws of AT&T
Corp., (2) any order of any  governmental  authority or (3) any provision of any
indenture,  agreement or other  instrument  to which AT&T Corp. is a party or by
which it or its property is or may be bound, (b) be in conflict with,  result in
a breach  of or  constitute  (alone  or with  notice or lapse of time or both) a
default under any such indenture, agreement or other instrument or (c) result in
the creation or imposition of any lien upon any property or assets of AT&T Corp.

                  3. The Credit  Agreement  has been duly executed and delivered
by AT&T Corp.  and  constitutes  a legal,  valid and binding  obligation of AT&T
Corp. enforceable against AT&T Corp. in accordance with its terms, subject as to
the  enforceability  of  rights  and  remedies  to  any  applicable  bankruptcy,
reorganization,   insolvency,  moratorium  or  other  similar  laws  of  general
application  relating to or affecting the enforcement of creditors'  rights from
time to time in effect.

                  4. No action,  consent or approval of,  registration or filing
with, or any other action by, any government authority is or will be required in
connection with the Transactions,  except such as have been made or obtained and
are in full force and effect.

                  5.  Neither  AT&T Corp.  nor any of its  subsidiaries  is (a)
an  "investment  company"  as defined in, or subject to regulation  under,  the
Investment  Company Act of 1940 or (b) a "holding  company" as defined in, or
subject to regulation  under, the Public Utility Holding Company Act of 1935.




<PAGE>


                                        2
NYDOCS03/637079                                     Form of Note

NYDOCS03/637079                                     Form of Note
                                    EXHIBIT D
                                  FORM OF NOTE

                  $ [Amount of Commitment] New York, New York
                                     [Date]

                  FOR VALUE RECEIVED,  the  undersigned,  AT&T Corp., a New York
corporation  (the  "Borrower"),  hereby promises to pay to the order of [Name of
Lender] (the  "Lender"),  at the office of ___________  (the "Paying  Agent") at
[__________]  on the Maturity Date (as defined in the 364-Day  Revolving  Credit
Facility  Agreement  dated  as of  ___________,  2002  (as it  may  be  amended,
modified, extended or restated from time to time, the "Credit Agreement"), among
the Borrower,  the Lenders named therein,  JPMorgan Chase Bank, Citibank,  N.A.,
Credit  Suisse First  Boston,  Cayman  Islands  Branch and Goldman  Sachs Credit
Partners L.P., as Administrative Agents, and the Paying Agent) the lesser of the
principal sum of [amount of Commitment in words] ($[ ]) and the aggregate unpaid
principal  amount of all  Revolving  Credit  Loans  (as  defined  in the  Credit
Agreement) made to the Borrower by the Lender pursuant to the Credit  Agreement,
in lawful money of the United States of America, in immediately available funds,
and  to  pay  interest  on  the  principal  amount  hereof  from  time  to  time
outstanding, in like funds, at said office, at the rate or rates per annum, from
the dates and payable on the dates provided in the Credit Agreement.

                  The  Borrower  promises  to pay  interest,  on demand,  on any
overdue  principal and, to the extent  permitted by law,  overdue  interest from
their due dates at the rate or rates provided in the Credit Agreement.

                  The Borrower  hereby waives  diligence,  presentment,  demand,
protest and notice of any kind whatsoever.  The nonexercise by the holder of any
of its rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.

                  All  borrowings  evidenced  by this Note and all  payments and
prepayments of the principal hereof and interest hereon and the respective dates
and  maturity  dates  thereof  shall be  endorsed  by the  holder  hereof on the
schedule  attached  hereto and made a part hereof or on a  continuation  thereof
which shall be attached hereto and made a part hereof, or otherwise  recorded by
such holder in its internal records; provided,  however, that the failure of the
holder to make such a notation or any error in such a notation  shall not affect
the obligations of the Borrower under this Note.

                  The  Revolving  Credit Loans  evidenced  hereby are  Revolving
Credit Loans  referred to in the Credit  Agreement,  which,  among other things,
contains  provisions  for the  acceleration  of the  maturity  thereof  upon the
happening  of certain  events,  for  optional and  mandatory  prepayment  of the
principal  thereof prior to the maturity thereof and for the amendment or waiver
of certain provisions of the Credit Agreement, all upon the terms and conditions
therein specified.



<PAGE>


THIS NOTE SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF
THE STATE OF NEW YORK.

                                   AT&T CORP.


                                By:
                                   -----------------------------------------
                                      Name:
                                     Title:


<PAGE>


<TABLE>
<CAPTION>


                               Loans and Payments


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

      Date          Amount         Maturity      Principal      Payments     Interest       Unpaid         Name of
      ----                                       ---------      --------     --------
                   and Type          Date                                                 Principal         Person
                                     ----
                    of Loan                                                                Balance          Making
                    -------
                                                                                           of Note         Notation
     <S>           <C>             <C>            <C>            <C>         <C>          <C>              <C>

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

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

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

</TABLE>


--------
1/ Not less than  $50,000,000  (and in integral  multiples  of  $10,000,000)  or
greater than the Total  Commitment  then  available.  2/ Eurodollar  Loan or ABR
Loan. 3/ Which shall be subject to the  definition of "Interest  Period" and end
not later than the Maturity  Date. 4/  Capitalized  terms used but not otherwise
defined  herein  shall have the  meanings  assigned to such terms in the 364-Day
Revolving Credit Facility Agreement dated as of ___________,  2002 (as it may be
amended,  modified,  extended  or  restated  from  time  to  time,  the  "Credit
Agreement"),  among AT&T Corp.,  (the  "Borrower"),  the Lenders named  therein,
JPMorgan Chase Bank, Citibank, N.A. ("Citibank"), Credit Suisse First Boston and
Goldman Sachs Credit Partners L.P., as Administrative  Agents, and Citibank,  as
Paying Agent for the
                                    Lenders.

</TEXT>
</DOCUMENT>
