AT&T CORP
AMENDED AND RESTATED AGREEMENT
<DOCUMENT>
<TYPE>EX-10.I.38
<SEQUENCE>5
<FILENAME>e56632ex10-i_38.txt
<DESCRIPTION>AMENDED AND RESTATED AGREEMENT
<TEXT>
<PAGE>

                                                               Exhibit (10)(i)38

                                                                  EXECUTION COPY

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

                          AMENDED AND RESTATED 364-DAY

                        COMPETITIVE ADVANCE AND REVOLVING
                            CREDIT FACILITY AGREEMENT

                          Dated as of December 14, 2001

                                      among

                                   AT&T CORP.,

                            THE LENDERS PARTY HERETO,

                   CITIBANK, N.A., CREDIT SUISSE FIRST BOSTON,
                      DEUTSCHE BANK AG NEW YORK BRANCH and
                                     GOLDMAN
                           SACHS CREDIT PARTNERS L.P.,
                            as Administrative Agents,

                                       and

                                 CITIBANK, N.A.,

                                as Paying Agent,

                                      with

                    SALOMON SMITH BARNEY INC., CREDIT SUISSE
                          FIRST BOSTON, DEUTSCHE BANC
                       ALEX. BROWN INC. and GOLDMAN SACHS
                              CREDIT PARTNERS L.P.,
                     as Joint Lead Arrangers and Bookrunners

                                       and

                        BANK ONE, NA, THE BANK OF TOKYO-
                   MITSUBISHI, LTD., NEW YORK BRANCH, BANK OF
                     AMERICA, N.A., BARCLAYS BANK PLC, BNP
                    PARIBAS, THE ROYAL BANK OF SCOTLAND PLC,
                      NEW YORK BRANCH, INTESABCI, NEW YORK
                   BRANCH, THE FUJI BANK, LIMITED, HSBC BANK
                      USA, and FIRST UNION NATIONAL BANK,
                                 as Co-Arrangers
<PAGE>
                                       i


                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I Definitions

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

ARTICLE II The Credits

         SECTION 2.01. Commitments...........................................17
         SECTION 2.02. Loans.................................................17
         SECTION 2.03. Competitive Bid Procedure.............................18
         SECTION 2.04. Standby Borrowing Procedure...........................20
         SECTION 2.05. Conversion and Continuation of Standby Loans..........20
         SECTION 2.06. Fees..................................................21
         SECTION 2.07. Repayment of Loans; Evidence of Debt..................22
         SECTION 2.08. Interest on Loans.....................................22
         SECTION 2.09. Default Interest......................................23
         SECTION 2.10. Alternate Rate of Interest............................23
         SECTION 2.11. Termination and Reduction of Commitments..............23
         SECTION 2.12. Prepayment............................................24
         SECTION 2.13. Reserve Requirements; Change in Circumstances.........24
         SECTION 2.14. Change in Legality....................................26
         SECTION 2.15. Indemnity.............................................26
         SECTION 2.16. Pro Rata Treatment....................................27
         SECTION 2.17. Sharing of Setoffs....................................27
         SECTION 2.18. Payments..............................................28
         SECTION 2.19. Taxes.................................................28
         SECTION 2.20. Mandatory Assignment; Commitment Termination..........30

ARTICLE III Representations and Warranties

         SECTION 3.01. Organization; Powers..................................30
         SECTION 3.02. Authorization.........................................31
         SECTION 3.03. Enforceability........................................31
         SECTION 3.04. Governmental Approvals................................31
         SECTION 3.05. Financial Statements..................................31
         SECTION 3.06. Litigation; Compliance with Laws......................31
         SECTION 3.07. Federal Reserve Regulations...........................32
         SECTION 3.08. Investment Company Act; Public Utility
                       Holding Company Act...................................32
         SECTION 3.09. Use of Proceeds.......................................32
         SECTION 3.10. No Material Misstatements.............................32

ARTICLE IV Conditions of Effectiveness and of Lending
         SECTION 4.01. All Borrowings........................................32
         SECTION 4.02. Closing Date..........................................33

ARTICLE V Covenants

         SECTION 5.01. Existence.............................................33
         SECTION 5.02. Financial Statements, Reports, Etc....................33
<PAGE>
                                       ii


         SECTION 5.03. Maintaining Records...................................34
         SECTION 5.04. Use of Proceeds.......................................34
         SECTION 5.05. Consolidations, Mergers, Sales of Assets
                       and Separation Transactions...........................34
         SECTION 5.06. Limitations on Liens..................................35
         SECTION 5.07. Limitations on Sale and Leaseback Transactions........35
         SECTION 5.08. Total Debt to EBITDA Ratio............................35

ARTICLE VI Events of Default

ARTICLE VII The Agents

ARTICLE VIII Miscellaneous

         SECTION 8.01. Notices...............................................39
         SECTION 8.02. Survival of Agreement.................................39
         SECTION 8.03. Binding Effect........................................39
         SECTION 8.04. Successors and Assigns................................40
         SECTION 8.05. Expenses; Indemnity...................................42
         SECTION 8.06. Applicable Law........................................42
         SECTION 8.07. Waivers; Amendment....................................43
         SECTION 8.08. Entire Agreement......................................43
         SECTION 8.09. Severability..........................................43
         SECTION 8.10. Counterparts..........................................43
         SECTION 8.11. Headings..............................................43
         SECTION 8.12. Jurisdiction, Etc.....................................43
         SECTION 8.13. Waiver of Jury Trial...................................1
<PAGE>
                                      iii



         Exhibits and Schedules

Exhibit A-1       Form of Competitive Bid Request
Exhibit A-2       Form of Notice of Competitive Bid Request
Exhibit A-3       Form of Competitive Bid
Exhibit A-4       Form of Competitive Bid Accept/Reject Letter
Exhibit A-5       Form of Standby 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
Exhibit E         Form of AT&T Business Guaranty


Schedule 2.01     Commitments
<PAGE>
                  AMENDED AND RESTATED 364-DAY COMPETITIVE ADVANCE AND REVOLVING
CREDIT FACILITY AGREEMENT (the "Agreement") dated as of December [__], 2001,
among AT&T CORP., a New York corporation (the "Borrower"), the lenders listed in
Schedule 2.01 (the "Lenders"), CITIBANK, N.A. ("Citibank"), CREDIT SUISSE FIRST
BOSTON ("CSFB"), DEUTSCHE BANK AG NEW YORK BRANCH ("DB") 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 SALOMON SMITH BARNEY
INC., CSFB, DEUTSCHE BANC ALEX. BROWN INC. ("DBAB") and GSCP, as joint lead
arrangers and bookrunners (the "Joint Lead Arrangers").

                  PRELIMINARY STATEMENTS

(1) The Borrower is a party to that certain 364-Day Competitive Advance and
Revolving Credit Facility Agreement dated as of December 28, 2000, among the
Borrower, the lenders party thereto, the co-arrangers party thereto, The Chase
Manhattan Bank ("Chase"), CSFB and GSCP, as administrative agents, Chase, as
paying agent, and Chase Securities Inc., CSFB and GSCP, as joint lead arrangers
and bookrunners (the "Existing Bank Agreement").

(2) The parties hereto have agreed to amend and restate the Existing Bank
Agreement, on the terms and conditions hereinafter set forth, to provide for,
among other things, a reduction in the Total Commitment of the Lenders
hereunder.

(3) The Borrower has requested that the Lenders continue to extend credit to the
Borrower to enable it to borrow on a standby 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 $8,000,000,000 at any
time outstanding. The Borrower has also requested that the Lenders continue to
provide a procedure pursuant to which the Borrower may invite the Lenders to bid
on an uncommitted basis on short-term borrowings by the Borrower maturing on or
prior to the Maturity Date. The proceeds of such borrowings are to be used to
refinance the Existing Bank Agreement (as hereinafter defined) 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.

Accordingly, the Borrower, the Lenders and the Agents agree that, effective as
of the Closing Date, the Existing Bank Agreement is hereby amended and restated
in its entirety to read as follows:

DEFINITIONS

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 Standby 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).

<PAGE>
                                       2

                  "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:
<PAGE>
                                        3


                 APPLICABLE FACILITY FEE PERCENTAGE PRICING GRID

<TABLE>
<CAPTION>
                                                         APPLICABLE
                    PUBLIC DEBT                           FACILITY
                      RATINGS                                FEE
                    S&P/MOODY'S                          PERCENTAGE
                    -----------                          ----------
<S>                                                      <C>
                      Level 1

                  Greater than or                           0.075%
                       equal
                    to A and A2

                      Level 2

                  Greater than or                           0.085%
                      equal to
                    A- or A3 and
                  A-1 and P-1 but
                  less than Level 1

                      Level 3

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

                      Level 4

                  Greater than or                           0.10%
                   equal to BBB+
                  or Baa1 but less
                    than Level 3

                      Level 5

                  Greater than or
                  equal to BBB or
                  Baa2 but less                            0.125%
                    than Level 4

                      Level 6

                   Less than BBB
                      and Baa2                             0.175%
</TABLE>


                  "Applicable Margin" shall mean on any date, with respect to
         Eurodollar Standby Loans, a percentage per annum determined by
         reference to the Public Debt Ratings in effect on such date as set
         forth below:
<PAGE>
                                       4

                         APPLICABLE MARGIN PRICING GRID

<TABLE>
<CAPTION>
                    PUBLIC DEBT
                      RATINGS                         APPLICABLE
                    S&P/MOODY'S                         MARGIN
<S>                                                   <C>
                      Level 1

                  Greater than or                       0.325%
                       equal
                    to A and A2

                      Level 2

                  Greater than or                       0.415%
                      equal to
                    A- or A3 and
                  A-1 and P-1 but
                  less than Level 1

                      Level 3

                  Greater than or                       0.525%
                   equal to A- or
                   A3 and A-2 and
                    P-2 but less
                    than Level 2

                      Level 4

                  Greater than or                        0.65%
                   equal to BBB+
                    or Baa1 but
                        less
                    than Level 3

                      Level 5

                  Greater than or
                  equal to BBB or
                   Baa2 but less                        0.875%
                    than Level 4

                      Level 6

                   Less than BBB
                      and Baa2                          1.325%
</TABLE>


                  "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.
<PAGE>
                                       5


                  "AT&T Business" means a Person (whether existing as of the
         date hereof or subsequently formed) that holds all or substantially all
         of the Borrower's consumer services and business services businesses
         upon consummation of a Separation Transaction involving AT&T Broadband.

                  "AT&T Business Spinoff" has the meaning set forth in Section
         5.05(c).

                  "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 Loans of a single Type made
         by the Lenders (or, in the case of a Competitive Borrowing, by the
         Lender or Lenders whose Competitive Bids have been accepted pursuant to
         Section 2.03) on a single date and as to which a single Interest Period
         is in effect.

                  "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 date hereof.




<PAGE>
                                       6


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

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

                  "Competitive Bid" shall mean an offer by a Lender to make a
         Competitive Loan pursuant to Section 2.03.

                  "Competitive Bid Accept/Reject Letter" shall mean a
         notification made by the Borrower pursuant to Section 2.03(d) in the
         form of Exhibit A-4.

                  "Competitive Bid Rate" shall mean, as to any Competitive Bid
         made by a Lender pursuant to Section 2.03(b), (i) in the case of a
         Eurodollar Loan, the Margin, and (ii) in the case of a Fixed Rate Loan,
         the fixed rate of interest offered by the Lender making such
         Competitive Bid.

                  "Competitive Bid Request" shall mean a request made pursuant
         to Section 2.03 in the form of Exhibit A-1.

                  "Competitive Borrowing" shall mean a Borrowing consisting of a
         Competitive Loan or concurrent Competitive Loans from the Lender or
         Lenders whose Competitive Bids for such Borrowing have been accepted by
         the Borrower under the bidding procedure described in Section 2.03.

                  "Competitive Loan" shall mean a Loan from a Lender to the
         Borrower pursuant to the bidding procedure described in Section 2.03.
         Each Competitive Loan shall be a Eurodollar Competitive Loan or a Fixed
         Rate Loan.

                  "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



<PAGE>
                                       7

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

                  "Eurodollar Loan" shall mean any Eurodollar Competitive Loan
         or Eurodollar Standby Loan.

                  "Eurodollar Standby Loan" shall mean any Standby 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 Bank Agreement" shall have the meaning set forth in
         Preliminary Statement No. (1).

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

                  "Fee Letter" shall mean the Fee Letter dated October 19, 2001,
         among the Borrower, the Joint Lead Arrangers, DB 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.

                  "Fixed Rate Borrowing" shall mean a Borrowing comprised of
         Fixed Rate Loans.

                  "Fixed Rate Loan" shall mean any Competitive Loan bearing
         interest at a fixed percentage rate per annum (expressed in the form of
         a decimal to no more than four decimal places) specified by the Lender
         making such Loan in its Competitive Bid.

                  "Funded Debt" shall mean any Indebtedness maturing by its
         terms more than one year from the date of the determination thereof,
         including any Indebtedness renewable or extendible at the option of the
         obligor to a date later than one year from the date of the
         determination thereof.




<PAGE>
                                       8


                  "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.

                  "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
         indebtedness of AT&T Latin America and 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 (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 AT&T Wireless Services, Inc., Liberty Media Corporation, AT&T
         Corp., AT&T Broadband or AT&T Business exist and (b) Indebtedness shall
         be calculated net of cash and cash equivalents 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).

                  "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 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 or a Fixed Rate Loan with an Interest Period of more than 90
         days' duration, each day that would have been an Interest Payment Date
         for such Loan had successive Interest Periods of three months' duration
         or 90 days' duration, as the case may be, been applicable to such Loan
         and, in addition, the date of any conversion of such Loan to a 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, (b) as to any ABR Borrowing, the
         period commencing on the date of


<PAGE>
                                       9

         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 and (c) as to any Fixed Rate Borrowing, the period
         commencing on the date of such Borrowing and ending on the date
         specified in the Competitive Bids in which the offer to make the Fixed
         Rate Loans comprising such Borrowing were extended, which shall not be
         earlier than seven days after the date of such Borrowing or later than
         360 days after the date of such Borrowing; 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" means any mortgage, pledge, security interest, lien,
         charge or other encumbrance, but shall not include any of the foregoing
         types of encumbrances that are incidental to the conduct of the
         business of the Borrower or any Restricted Subsidiary or the ownership
         of the property and assets of any of them and that were not incurred in
         connection with the incurrence of any Indebtedness. Such incidental
         encumbrances that are to be excluded from the term "Lien" include,
         without limitation: (i) pledges or deposits made to secure obligations
         of the Borrower or Restricted Subsidiary under workmen's compensation
         laws or similar legislation; (ii) liens imposed by law, such as
         materialmen's, mechanics', carriers', workmen's, vendors', repairmen's,
         or other like liens incurred in the ordinary course of business; (iii)
         governmental (Federal, state or municipal) liens arising out of
         contracts for the purchase of products of the Borrower or a Restricted
         Subsidiary, and deposits or pledges to obtain the release of any of the
         foregoing liens; (iv) liens created by or resulting from any litigation
         or legal proceeding

<PAGE>
                                       10


         that is currently being contested in good faith by appropriate
         proceedings; (v) leases made or existing on Principal Property entered
         into in the ordinary course of business by the Borrower or a Restricted
         Subsidiary; (vi) landlords' liens under leases of Principal Property to
         which the Borrower or a Restricted Subsidiary is a party; (vii) zoning
         restrictions, easements, licenses or restrictions on the use of
         Principal Property or minor irregularities in the title thereto; (viii)
         deposits in connection with bids, tenders, contracts (other than for
         the payment of money) to which the Borrower or any Restricted
         Subsidiary is a party; (ix) deposits to secure public or statutory
         obligations of the Borrower or any Restricted Subsidiary; (x) deposits
         in connection with obtaining or maintaining self-insurance or to obtain
         the benefits of any law, regulation or arrangement pertaining to
         unemployment insurance, old age pensions, social security or similar
         matters; (xi) deposits of cash or obligations of the United States of
         America to secure surety, appeal or customs bonds to which the Borrower
         or any Restricted Subsidiary is a party; and (xii) liens for taxes or
         assessments or governmental charges or levies not yet due or
         delinquent, or which can thereafter be paid without penalty, or which
         are being contested in good faith by appropriate proceedings.

                  "Loan" shall mean a Competitive Loan or a Standby Loan,
         whether made as a Eurodollar Loan, an ABR Loan or a Fixed Rate Loan, as
         permitted hereby.

                  "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" shall mean, as to any Eurodollar Competitive Loan,
         the margin (expressed as a percentage rate per annum in the form of a
         decimal to no more than four decimal places) to be added to or
         subtracted from the LIBO Rate in order to determine the interest rate
         applicable to such Loan, as specified in the Competitive Bid relating
         to such Loan.

                  "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 Separation Transactions nor
         any event, condition or result reflected in reports or financial
         statements filed with the SEC prior to November 13, 2001, shall be
         deemed to give rise to a Material Adverse Effect).

                  "Maturity Date" shall mean December 13, 2002.



<PAGE>
                                       11


                  "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 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.

                  "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



<PAGE>
                                       12


         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%.

                  "Public Debt Ratings" means, as of any date, the lowest rating
         (other than any rating based on, or incorporating an expectation of,
         the prospective occurrence and consequences of a Separation Transaction
         in which AT&T Broadband is separated from AT&T Business) 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 (i) 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, (ii) if the event referred to in the
         preceding clause (i) has not occurred and AT&T Business has assumed the
         obligations of Borrower hereunder then the Long-Term Senior Debt and
         Short-Term Debt ratings of AT&T Business will be used in lieu of such
         ratings of the Borrower and (iii) if the events referred to in the
         preceding clauses (i) and (ii) have not occurred but the Borrower has
         delivered to the Paying Agent a guaranty in substantially the form of
         Exhibit E hereto (the "AT&T Business Guarantee"), pursuant to which
         AT&T Business guarantees the obligations of the Borrower under this
         Agreement, the ratings established by S&P and Moody's for Long-Term
         Senior Debt of AT&T Business shall be used in lieu of the ratings
         applicable to Long-Term Senior Debt of the Borrower for all purposes
         hereunder and, if higher, the ratings established by S&P and Moody's
         for the Short-Term Debt of AT&T Business shall be used in lieu of the
         ratings applicable to Short-Term Debt of the Borrower for all purposes
         hereunder, in each case, for such time as the AT&T Business Guarantee
         remains in effect. For purposes of the foregoing, with respect to the
         Borrower or AT&T Business, as the case may be, (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.



<PAGE>
                                       13


                  "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
         Loans representing at least 51% of the aggregate principal amount of
         the 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 Securities" shall mean any shares of capital stock
         or Indebtedness of any Restricted Subsidiary (but shall not include any
         Margin Stock).

                  "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.



<PAGE>
                                       14


                  "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.

                  "Secured Indebtedness" shall mean (a) Indebtedness of the
         Borrower or a Restricted Subsidiary which is secured by any Lien upon
         any Principal Property or Restricted Securities and (b) Indebtedness of
         the Borrower or a Restricted Subsidiary in respect of any conditional
         sale or other title retention agreement covering Principal Property or
         Restricted Securities; but "Secured Indebtedness" shall not include any
         of the following:

                  Indebtedness of the Borrower and the Restricted Subsidiaries
                  outstanding on April 1, 1986, secured by then existing Liens
                  upon, or incurred in connection with conditional sales
                  agreements or other title retention agreements with respect to
                  Principal Property or Restricted Securities;

                  Indebtedness which is secured by (A) purchase money Liens upon
                  Principal Property or Restricted Securities acquired after
                  April 1, 1986, or (B) Liens placed on Principal Property after
                  April 1, 1986, during construction or improvement thereof
                  (including any improvements on property which will result in
                  such property becoming Principal Property) or placed thereon
                  within 180 days after the later of acquisition, completion of
                  construction or improvement or the commencement of commercial
                  operation of such Principal Property or improvement, or placed
                  on Restricted Securities acquired after April 1, 1986, or (C)
                  conditional sale agreements or other title retention
                  agreements with respect to any Principal Property or
                  Restricted Securities acquired after April 1, 1986, if (in
                  each case referred to in this subparagraph (ii)) (x) such Lien
                  or agreement secures all or any part of the Indebtedness
                  incurred for the purpose of financing all or any part of the
                  purchase price or cost of construction of such Principal
                  Property or improvement or Restricted Securities and (y) such
                  Lien or agreement does not extend to any Principal Property or
                  Restricted Securities other than the Principal Property or
                  Restricted Securities so acquired or the Principal Property,
                  or portion thereof, on which the property so constructed, or
                  such improvement, is located; provided, however, that the
                  amount by which the aggregate principal amount of Indebtedness
                  secured by any such Lien or agreement exceeds the cost to the
                  Borrower or such Restricted Subsidiary of the related
                  acquisition, construction or improvement shall be considered
                  to be "Secured Indebtedness";

                  Indebtedness which is secured by Liens on Principal Property
                  or Restricted Securities, which Liens exist at the time of
                  acquisition (by any manner



<PAGE>
                                       15


                  whatsoever) of such Principal Property or Restricted
                  Securities by the Borrower or a Restricted Subsidiary;

                  Indebtedness of Restricted Subsidiaries owing to the Borrower
                  or any other Restricted Subsidiary and Indebtedness of the
                  Borrower owing to any Restricted Subsidiary;

                  in the case of any corporation which becomes (by any manner
                  whatsoever) a Restricted Subsidiary after April 1, 1986,
                  Indebtedness which is secured by Liens upon, or conditional
                  sale agreements or other title retention agreements with
                  respect to, its property which constitutes Principal Property
                  or Restricted Securities, which Liens exist at the time such
                  corporation becomes a Restricted Subsidiary;

                  guarantees by the Borrower of Secured Indebtedness and
                  Attributable Debt of any Restricted Subsidiaries and
                  guarantees by a Restricted Subsidiary of the Secured
                  Indebtedness and Attributable Debt of the Borrower and any
                  other Restricted Subsidiaries;

                  Indebtedness arising from any Sale and Leaseback Transaction;

                  Indebtedness secured by Liens on property of the Borrower or a
                  Restricted Subsidiary in favor of the United States of
                  America, any State, Territory or possession thereof, or the
                  District of Columbia, or any department, agency or
                  instrumentality or political subdivision of the United States
                  of America or any State, Territory or possession thereof, or
                  the District of Columbia, or in favor of any other country or
                  any political subdivision thereof, if such Indebtedness was
                  incurred for the purpose of financing all or any part of the
                  purchase price or the cost of construction of the property
                  subject to such Liens; provided, however, that the amount by
                  which the aggregate principal amount of Indebtedness secured
                  by any such Lien exceeds the cost to the Borrower or such
                  Restricted Subsidiary of the related acquisition or
                  construction shall be considered to be "Secured Indebtedness";
                  and

                  the replacement, extension or renewal (or successive
                  replacements, extensions or renewals) of any Indebtedness (in
                  whole or in part) excluded from the definition of "Secured
                  Indebtedness" by subparagraphs (i) through (viii) above;
                  provided, however, that no Lien securing, or conditional sale
                  or title retention agreement with respect to, such
                  Indebtedness shall extend to or cover any Principal Property
                  or any Restricted Securities, other than such property which
                  secured the Indebtedness so replaced, extended or renewed
                  (plus improvements on or to any such Principal Property);
                  provided further, however, that to the extent that such
                  replacement, extension or renewal increases the principal
                  amount of Indebtedness secured by such Lien or is in a
                  principal amount in excess of the principal amount of
                  Indebtedness excluded from the definition of "Secured
                  Indebtedness" by subparagraphs (i) through (viii) above, the
                  amount of such increase or excess shall be considered to be
                  "Secured Indebtedness".

                  In no event shall the foregoing provisions be interpreted to
         mean or their operation to cause the same Indebtedness to be included
         more than once in the calculation of "Secured Indebtedness" as that
         term is used in this Agreement.


                  "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



<PAGE>
                                       16


         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 separation of AT&T Broadband from AT&T Business 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 Rating.

                  "Standby Borrowing" shall mean a Borrowing consisting of
         simultaneous Standby Loans from each of the Lenders.

                  "Standby Borrowing Request" shall mean a request made pursuant
         to Section 2.04 in the form of Exhibit A-5.

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

                  "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).

                  "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 Loan or Borrowing, shall
         refer to the Rate by reference to which interest on such Loan or on the
         Loans comprising such Borrowing is determined. For purposes hereof,
         "Rate" shall include the LIBO Rate, the Alternate Base Rate and the
         Fixed Rate.

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

                  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



<PAGE>
                                       17


         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.

         THE CREDITS

         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 Standby 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 minus the amount by
         which the Competitive Loans outstanding at such time shall be deemed to
         have used such Commitment pursuant to Section 2.16, subject, however,
         to the conditions that (i) at no time shall (A) the sum of (x) the
         outstanding aggregate principal amount of all Standby Loans made by all
         Lenders plus (y) the outstanding aggregate principal amount of all
         Competitive Loans made by all Lenders exceed (B) the Total Commitment,
         and (ii) at all times the outstanding aggregate principal amount of all
         Standby 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 Standby
         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 Standby Loans hereunder, on and after the Closing Date and
         prior to the Maturity Date, subject to the terms, conditions and
         limitations set forth herein.

         LOANS. (b) Each Standby Loan shall be made as part of a Borrowing
         consisting of Loans made by the Lenders ratably in accordance with
         their respective Commitments; provided, however, that the failure of
         any Lender to make any Standby 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 Loan required to be made by such other
         Lender). Each Competitive Loan shall be made in accordance with the
         procedures set forth in Section 2.03. The Standby Loans or Competitive
         Loans comprising any Borrowing shall be (i) in the case of Competitive
         Loans, in an aggregate principal amount which is an integral multiple
         of $1,000,000 and not less than $5,000,000 and (ii) in the case of
         Standby Loans, 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).

                  Each Competitive Borrowing shall be comprised entirely of
                  Eurodollar Competitive Loans or Fixed Rate Loans, and each
                  Standby Borrowing shall be comprised entirely of Eurodollar
                  Standby Loans or ABR Loans, as the Borrower may request
                  pursuant to Section 2.03 or 2.04, as applicable. 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 Loan; provided that any exercise of such option shall not
                  affect the obligation of the Borrower to repay such Loan in
                  accordance with the terms of this Agreement. 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 Standby Borrowings
                  comprised of Eurodollar Standby Loans being outstanding
                  hereunder at any one time.



<PAGE>
                                       18


                  For purposes of the foregoing, Loans having different Interest
                  Periods, regardless of whether they commence on the same date,
                  shall be considered separate Loans.

                  Subject to Section 2.05, each Lender shall make each 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. Competitive
                  Loans shall be made by the Lender or Lenders whose Competitive
                  Bids therefor are accepted pursuant to Section 2.03 in the
                  amounts so accepted. Standby 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 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 Loan as part of such Borrowing for
                  purposes of this Agreement.

         COMPETITIVE BID PROCEDURE. (c) In order to request Competitive Bids,
         the Borrower shall hand deliver, telex or telecopy to the Paying Agent
         a duly completed Competitive Bid Request in the form of Exhibit A-1
         hereto, to be received by the Paying Agent (i) in the case of a
         Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York
         City time, four Business Days before a proposed Competitive Borrowing
         and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00
         a.m., New York City time, one Business Day before a proposed
         Competitive Borrowing. No ABR Loan shall be requested in, or made
         pursuant to, a Competitive Bid Request. A Competitive Bid Request that
         does not conform substantially to the format of Exhibit A-1 may be
         rejected in the Paying Agent's sole discretion, and the Paying Agent
         shall promptly notify the Borrower of such rejection by telex or
         telecopy. Each Competitive Bid Request shall refer to this Agreement
         and specify (x) whether the Borrowing then being requested is to be a
         Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such
         Borrowing (which shall be a Business Day) and the aggregate principal
         amount thereof which shall be in a minimum principal amount of
         $5,000,000 and in an integral multiple of $1,000,000, and (z) the
         Interest Period with respect thereto (which may not end after the
         Maturity Date). Promptly after its receipt of a Competitive Bid Request
         that is not rejected as aforesaid, the Paying Agent shall invite by
         telex or telecopy (in the form set forth in Exhibit A-2 hereto) the
         Lenders to bid, on the terms and conditions of this Agreement, to make
         Competitive Loans pursuant to the Competitive Bid Request.

                  Each Lender invited to bid may, in its sole discretion, make
                  one or more Competitive Bids to the Borrower responsive to the
                  Borrower's Competitive Bid Request. Each Competitive Bid by a
                  Lender must be received by the Paying Agent via telex or


<PAGE>
                                       19


                  telecopy, in the form of Exhibit A-3 hereto, (i) in the case
                  of a Eurodollar Competitive Borrowing, not later than 9:30
                  a.m., New York City time, three Business Days before a
                  proposed Competitive Borrowing and (ii) in the case of a Fixed
                  Rate Borrowing, not later than 9:30 a.m., New York City time,
                  on the day of a proposed Competitive Borrowing. Multiple bids
                  will be accepted by the Paying Agent. Competitive Bids that do
                  not conform substantially to the format of Exhibit A-3 may be
                  rejected by the Paying Agent after conferring with, and upon
                  the instruction of, the Borrower, and the Paying Agent shall
                  notify the Lender making such nonconforming bid of such
                  rejection as soon as practicable. Each Competitive Bid shall
                  refer to this Agreement and specify (x) the principal amount
                  (which shall be in a minimum principal amount of $5,000,000
                  and in an integral multiple of $1,000,000 and which may equal
                  the entire principal amount of the Competitive Borrowing
                  requested by the Borrower) of the Competitive Loan or Loans
                  that the Lender is willing to make to the Borrower, (y) the
                  Competitive Bid Rate or Rates at which the Lender is prepared
                  to make the Competitive Loan or Loans and (z) the Interest
                  Period and the last day thereof. If any Lender invited to bid
                  shall elect not to make a Competitive Bid, such Lender shall
                  so notify the Paying Agent via telex or telecopy (I) in the
                  case of Eurodollar Competitive Loans, not later than 9:30
                  a.m., New York City time, three Business Days before a
                  proposed Competitive Borrowing, and (II) in the case of Fixed
                  Rate Loans, not later than 9:30 a.m., New York City time, on
                  the day of a proposed Competitive Borrowing; provided,
                  however, that failure by any Lender to give such notice shall
                  not cause such Lender to be obligated to make any Competitive
                  Loan as part of such Competitive Borrowing. A Competitive Bid
                  submitted by a Lender pursuant to this paragraph (b) shall be
                  irrevocable.

                  The Paying Agent shall promptly notify the Borrower, by telex
                  or telecopy, of all the Competitive Bids made, the Competitive
                  Bid Rate and the principal amount of each Competitive Loan in
                  respect of which a Competitive Bid was made and the identity
                  of the Lender that made each bid. The Paying Agent shall send
                  a copy of all Competitive Bids to the Borrower for its records
                  as soon as practicable after completion of the bidding process
                  set forth in this Section 2.03.

                  The Borrower may in its sole and absolute discretion, subject
                  only to the provisions of this paragraph (d), accept or reject
                  any Competitive Bid referred to in paragraph (c) above. The
                  Borrower shall notify the Paying Agent by telephone, confirmed
                  by telex or telecopy in the form of a Competitive Bid
                  Accept/Reject Letter, whether and to what extent it has
                  decided to accept or reject any of or all the bids referred to
                  in paragraph (c) above, (x) in the case of a Eurodollar
                  Competitive Borrowing, not later than 10:30 a.m., New York
                  City time, three Business Days before a proposed Competitive
                  Borrowing, and (y) in the case of a Fixed Rate Borrowing, not
                  later than 10:30 a.m., New York City time, on the day of a
                  proposed Competitive Borrowing; provided, however, that (i)
                  the failure by the Borrower to give such notice shall be
                  deemed to be a rejection of all the bids referred to in
                  paragraph (c) above, (ii) the Borrower shall not accept a bid
                  made at a particular Competitive Bid Rate if it has decided to
                  reject a bid made at a lower Competitive Bid Rate, (iii) the
                  aggregate amount of the Competitive Bids accepted by the
                  Borrower shall not exceed the principal amount specified in
                  the Competitive Bid Request, (iv) if the Borrower shall accept
                  a bid or bids made at a particular Competitive Bid Rate but
                  the amount of such bid or bids shall cause the total amount of
                  bids to be accepted by the Borrower to exceed the amount
                  specified in the Competitive Bid Request, then the Borrower
                  shall accept a portion of such bid or bids in an amount equal
                  to the amount specified in the Competitive Bid Request less
                  the amount of all other Competitive Bids accepted with respect
                  to such Competitive Bid Request, which acceptance, in the case
                  of multiple bids at such Competitive Bid Rate, shall be made
                  pro rata in accordance with the amount of each such bid at
                  such Competitive Bid Rate, and (v) except pursuant to clause
                  (iv)



<PAGE>
                                       20


                  above, no bid shall be accepted for a Competitive Loan unless
                  such Competitive Loan is in a minimum principal amount of
                  $5,000,000 and an integral multiple of $1,000,000; provided
                  further, however, that if a Competitive Loan must be in an
                  amount less than $5,000,000 because of the provisions of
                  clause (iv) above, such Competitive Loan may be for a minimum
                  of $1,000,000 or any integral multiple thereof, and in
                  calculating the pro rata allocation of acceptances of portions
                  of multiple bids at a particular Competitive Bid Rate pursuant
                  to clause (iv) the amounts shall be rounded to integral
                  multiples of $1,000,000 in a manner which shall be in the
                  discretion of the Borrower. A notice given by the Borrower
                  pursuant to this paragraph (d) shall be irrevocable.

                  The Paying Agent shall promptly notify each bidding Lender
                  whether or not its Competitive Bid has been accepted (and if
                  so, in what amount and at what Competitive Bid Rate) by telex
                  or telecopy sent by the Paying Agent, and each successful
                  bidder will thereupon become bound, subject to the other
                  applicable conditions hereof, to make the Competitive Loan in
                  respect of which its bid has been accepted.

                  A Competitive Bid Request shall not be made within five
                  Business Days after the date of any previous Competitive Bid
                  Request. No Competitive Borrowing shall be requested or made
                  hereunder if after giving effect thereto any of the conditions
                  set forth in Section 2.01 would not be met.

                  If the Paying Agent shall elect to submit a Competitive Bid in
                  its capacity as a Lender, it shall submit such bid directly to
                  the Borrower one quarter of an hour earlier than the latest
                  time at which the other Lenders are required to submit their
                  bids to the Paying Agent pursuant to paragraph (b) above.

                  All notices required by this Section 2.03 shall be given in
                  accordance with Section 8.01.

         STANDBY BORROWING PROCEDURE. In order to request a Standby Borrowing,
         the Borrower shall hand deliver, telex or telecopy to the Paying Agent
         a duly completed Standby Borrowing Request in the form of Exhibit A-5
         (a) in the case of a Eurodollar Standby 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. No Fixed
         Rate Loan shall be requested or made pursuant to a Standby Borrowing
         Request. Such notice shall be irrevocable and shall in each case
         specify (i) whether the Borrowing then being requested is to be a
         Eurodollar Standby Borrowing or an ABR Borrowing; (ii) the date of such
         Standby Borrowing (which shall be a Business Day) and the amount
         thereof; and (iii) if such Borrowing is to be a Eurodollar Standby
         Borrowing, the Interest Period with respect thereto, which shall not
         end after the Maturity Date. If no election as to the Type of Standby
         Borrowing is specified in any such notice, then the requested Standby
         Borrowing shall be an ABR Borrowing. If no Interest Period with respect
         to any Eurodollar Standby 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 Standby Borrowing if the Interest Period requested with
         respect to such Standby 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.

         CONVERSION AND CONTINUATION OF STANDBY LOANS. The Borrower shall have
         the right at any time upon prior irrevocable notice 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 Standby
         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 Standby
         Borrowing or to continue any Eurodollar Standby Borrowing as a
         Eurodollar Standby Borrowing for



<PAGE>
                                       21


         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 Standby Borrowing to
         another permissible Interest Period, subject in each case to the
         following:

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

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

                  if any Eurodollar Standby 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;

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

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

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

         Each 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 Standby Borrowing that the Borrower requests
         to be converted or continued, (ii) whether such Standby Borrowing is to
         be converted to or continued as a Eurodollar Standby 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
         Standby Borrowing is to be converted to or continued as a Eurodollar
         Standby 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 Standby 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 Standby
         Borrowing, such Standby 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.

         FEES. (d) 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, 2001) 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.



<PAGE>
                                       22


                  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 principal amount of the outstanding
                  Loans, including Competitive Loans, whether or not made by
                  such Lender, 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
                  outstanding Standby Loans and the outstanding Competitive
                  Loans 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 hereof and cease to accrue on
                  the earlier of the Maturity Date and the termination of the
                  Commitment of such Lender as provided herein.

                  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.

                  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.

         REPAYMENT OF LOANS; EVIDENCE OF DEBT. (e) The Borrower hereby agrees
         that the outstanding principal balance of each Standby Loan shall be
         payable on the Maturity Date, and that the outstanding principal
         balance of each Competitive Loan shall be payable on the last day of
         the Interest Period applicable thereto. Each Loan shall bear interest
         on the outstanding principal balance thereof as set forth in Section
         2.08.

                  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 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.

                  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 Loan made hereunder, the Type of each 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.

                  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 Loans made to the
                  Borrower by such Lender in accordance with their terms.

         INTEREST ON LOANS. (f) Subject to the provisions of Section 2.09, the
         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 (i) in the case of each
         Eurodollar Standby Loan, the LIBO Rate for the Interest


<PAGE>
                                       23


         Period in effect for such Borrowing plus the Applicable Margin from
         time to time in effect and (ii) in the case of each Eurodollar
         Competitive Loan, the LIBO Rate for the Interest Period in effect for
         such Borrowing plus the Margin offered by the Lender making such Loan
         and accepted by the Borrower pursuant to Section 2.03.

                  Subject to the provisions of Section 2.09, the 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.

                  Subject to the provisions of Section 2.09, each Fixed Rate
                  Loan shall bear interest 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 fixed rate of interest offered by the
                  Lender making such Loan and accepted by the Borrower pursuant
                  to Section 2.03.

                  Interest on each Loan shall be payable on each Interest
                  Payment Date applicable to such 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.

         DEFAULT INTEREST. If the Borrower shall default in the payment of the
         principal of or interest on any 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%.

         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, (x)
         any request by the Borrower for a Eurodollar Competitive Borrowing
         pursuant to Section 2.03 shall be of no force and effect and shall be
         denied by the Paying Agent and (y) any request by the Borrower for a
         Eurodollar Standby 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 Standby 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.

         TERMINATION AND REDUCTION OF COMMITMENTS. (g) The Commitments shall be
         automatically terminated on the Maturity Date.



<PAGE>
                                       24


                  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 (i) 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 and (ii) no such
                  termination or reduction shall be made which would reduce the
                  Total Commitment to an amount less than the aggregate
                  outstanding principal amount of the Competitive Loans.

                  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.

         PREPAYMENT. (h) The Borrower shall have the right at any time and from
         time to time to prepay any Standby 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. The Borrower shall not have the right to prepay any
         Competitive Borrowing.

                  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 Standby Borrowings as shall be necessary in order
                  that the aggregate principal amount of the Competitive Loans
                  and Standby Loans outstanding will not exceed the Total
                  Commitment, after giving effect to such termination or
                  reduction.

                  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.

         RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES. (i) 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 or
         Fixed Rate 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 Fixed Rate 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. Notwithstanding
         the foregoing, no Lender shall be entitled to request compensation
         under this paragraph with respect to any Competitive Loan if the change
         giving rise to such request was applicable to such



<PAGE>
                                       25


         Lender at the time of submission of the Competitive Bid pursuant to
         which such Competitive Loan shall have been made.

                  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 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.

                  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.

                  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.



<PAGE>
                                       26


         CHANGE IN LEGALITY. (j) 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:

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

                  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.

                  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.

         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 Loan hereunder after irrevocable
         notice of such borrowing, refinancing, conversion or continuation has
         been given pursuant to Section 2.03, 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 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 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 Loan (or, in the case of a
         failure to borrow, convert or continue, the Interest Period for such
         Loan which would have commenced on the date of such failure) over (ii)
         the amount of interest that would be realized by such



<PAGE>
                                       27


         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.

         PRO RATA TREATMENT. Except as required under Sections 2.10, 2.13, 2.14,
         2.15, 2.19 and 2.20, each Standby Borrowing, each payment or prepayment
         of principal of any Standby Borrowing, each payment of interest on the
         Standby 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 Standby 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 Standby Loans). Each payment of principal of any
         Competitive Borrowing shall be allocated pro rata among the Lenders
         participating in such Borrowing in accordance with the respective
         principal amounts of their outstanding Competitive Loans comprising
         such Borrowing. Each payment of interest on any Competitive Borrowing
         shall be allocated pro rata among the Lenders participating in such
         Borrowing in accordance with the respective amounts of accrued and
         unpaid interest on their outstanding Competitive Loans comprising such
         Borrowing. For purposes of determining the available Commitments of the
         Lenders at any time, each outstanding Competitive Borrowing shall be
         deemed to have utilized the Commitments of the Lenders (including those
         Lenders which shall not have made Loans as part of such Competitive
         Borrowing) pro rata in accordance with their respective Commitments.
         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.

         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 Standby Loan or Loans as a result of
         which the unpaid principal portion of the Standby Loans of such Lender
         shall be proportionately less than the unpaid principal portion of the
         Standby 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
         Standby Loans of such other Lender, so that the aggregate unpaid
         principal amount of the Standby Loans and participations in the Standby
         Loans held by each Lender shall be in the same proportion to the
         aggregate unpaid principal amount of all Standby Loans then


<PAGE>
                                       28


         outstanding as the principal amount of its Standby Loans prior to such
         exercise of banker's lien, setoff or counterclaim or other event was to
         the principal amount of all Standby 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
         Standby 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 Standby Loan directly to the
         Borrower in the amount of such participation.

         PAYMENTS. (k) 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
         its offices at 2 Penns Way, Suite 200, New Castle, Delaware 19720, in
         immediately available funds.

                  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.

         TAXES. (l) 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.

                  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").

                  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



<PAGE>
                                       29


                  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.

                  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.

                  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 Loans made hereunder.

                  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



<PAGE>
                                       30


                  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.

                  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).

                  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).

         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 (other than
         outstanding Competitive Loans) 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 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 Loans (other than Competitive Loans) of such Lender;
         provided that (x) such termination of the Commitment of such Lender and
         prepayment of 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
         Loans (other than Competitive Loans) made by it hereunder and all other
         amounts owed to it hereunder.

         REPRESENTATIONS AND WARRANTIES
         The Borrower represents and warrants to each of the Lenders that:

         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,



<PAGE>
                                       31


         (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.

         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 actions 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.

         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.

         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.

         FINANCIAL STATEMENTS. (m) The Borrower has heretofore furnished to the
         Agents and the Lenders copies of (i) its consolidated financial
         statements for the year ended December 31, 2000, which were included in
         the Borrower's annual report on Form 10-K filed with the SEC on April
         2, 2001 (and amended on April 17, 2001) under the Exchange Act, and the
         restated financial statements on Form 8-K filed with the SEC on
         September 24, 2001 and (ii) its consolidated financial statements for
         the nine months ended September 30, 2001, which were included in the
         Borrower's Quarterly Report on Form 10-Q filed with the SEC on November
         13, 2001 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.

                  As of the date hereof, there has been 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
                  Separation Transactions nor any event, condition or result
                  accurately reflected in reports or financial statements filed
                  with the SEC prior to November 13, 2001, shall be deemed to
                  give rise to a material adverse change).

         LITIGATION; COMPLIANCE WITH LAWS. (n) 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


<PAGE>
                                       32


         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.

                  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.

         FEDERAL RESERVE REGULATIONS. (o) 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.

                  No part of the proceeds of any 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.

         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.

         USE OF PROCEEDS. All proceeds of the Loans shall be used to refinance
         the Existing Bank Agreement and for other general corporate purposes of
         the Borrower, including without limitation, the repayment of maturing
         commercial paper of the Borrower.

         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.

         CONDITIONS OF EFFECTIVENESS AND OF LENDING

         The obligations of the Lenders to make Loans hereunder are subject to
         the satisfaction of the following conditions:

         ALL BORROWINGS. On the date of each Borrowing:

                  The Paying Agent shall have received a notice of such
                  Borrowing as required by Section 2.03 or Section 2.04, as
                  applicable.

                  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.

                  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.



<PAGE>
                                       33


                  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.

         CLOSING DATE. This Agreement shall be effective upon the satisfaction
         of the following conditions set forth in this Section 4.02:

                  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.

                  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.

                  The Paying Agent shall have received a certificate from the
                  Borrower, dated the Closing Date and signed by a Financial
                  Officer of the Borrower, confirming compliance with the
                  conditions precedent set forth in paragraphs (b) and (c) of
                  Section 4.01.

                  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.

         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 Loan, any Fees or any other expenses or amounts payable
         hereunder shall be unpaid, unless the Required Lenders shall otherwise
         consent in writing:

         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.

         FINANCIAL STATEMENTS, REPORTS, ETC. The Borrower will furnish to the
         Paying Agent for distribution to the Lenders:

                  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;



<PAGE>
                                       34


                  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;

                  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;

                  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

                  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.

         MAINTAINING RECORDS. The Borrower will record, summarize and report all
         financial information in accordance with GAAP.

         USE OF PROCEEDS. The Borrower will use the proceeds of the Loans only
         for the purposes set forth in Section 3.09.

         CONSOLIDATIONS, MERGERS, SALES OF ASSETS AND SEPARATION TRANSACTIONS.
         (p) 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 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.

                  Notwithstanding clause (a) above, the Borrower will not
                  effect, or permit any Subsidiary to effect, a Separation
                  Transaction unless, at the time thereof and after giving
                  effect thereto, (i) no Default or Event of Default shall have
                  occurred and be


<PAGE>
                                       35


                  continuing, (ii) the Public Debt Rating of the Borrower (or,
                  in the case of a Separation Transaction that is an AT&T
                  Business Spinoff (as defined in clause (c) below), the Public
                  Debt Rating of AT&T Business) for its Long-Term Senior Debt is
                  at least BBB+ by S&P and Baa1 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.

                  In the event that a Separation Transaction permitted by
                  Section 5.05(b) occurs in which AT&T Broadband is separated
                  from AT&T Business by means of a spinoff of AT&T Business (or
                  by means of a similar transaction whereby AT&T Business ceases
                  to be any of the Borrower or its Subsidiaries) (any such
                  Separation Transaction, an "AT&T Business Spinoff"), then AT&T
                  Business shall assume all rights and obligations of the
                  original Borrower under this Agreement and, upon effectiveness
                  of such assumption, the original Borrower shall automatically
                  be discharged from all obligations (including, without
                  limitation, payment obligations with respect to any Loans)
                  hereunder.

         LIMITATIONS ON LIENS. The Borrower will not create, assume, incur or
         guarantee, and will not permit any Restricted Subsidiary to create,
         assume, incur or guarantee, any Secured Indebtedness without making
         provision whereby all the Loans shall be secured equally and ratably
         with (or prior to) such Secured Indebtedness (together with, if the
         Borrower shall so determine, any other Indebtedness of the Borrower or
         such Restricted Subsidiary then existing or thereafter created which is
         not subordinate to the Loans) so long as such Secured Indebtedness
         shall be outstanding, unless such Secured Indebtedness, when added to
         (a) the aggregate amount of all Secured Indebtedness then outstanding
         (not including in this computation Secured Indebtedness if the Loans
         are secured equally and ratably with (or prior to) such Secured
         Indebtedness and further not including in this computation any Secured
         Indebtedness which is concurrently being retired) and (b) the aggregate
         amount of all Attributable Debt then outstanding pursuant to Sale and
         Leaseback Transactions entered into by the Borrower after April 1,
         1986, or entered into by a Restricted Subsidiary after April 1, 1986,
         or, if later, the date on which it became a Restricted Subsidiary (not
         including in this computation any Attributable Debt which is
         concurrently being retired), would not exceed 10% of Consolidated Net
         Tangible Assets of the Borrower.

         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 (a) 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 after April 1,
         1986, or entered into by a Restricted Subsidiary after April 1, 1986,
         or, if later, the date on which it became a Restricted Subsidiary and
         (iii) the aggregate of all Secured Indebtedness then outstanding (not
         including in this computation Secured Indebtedness if the Loans are
         secured equally and ratably with (or prior to) such Secured
         Indebtedness) would not exceed 10% of Consolidated Net Tangible Assets
         or (b) an amount equal to the greater of (i) the net proceeds to the
         Borrower or the Restricted Subsidiary of the sale of the Principal
         Property sold and leased back pursuant to such Sale and Leaseback
         Transaction and (ii) the amount of Attributable Debt to be outstanding
         pursuant to such Sale and Leaseback Transaction is applied to the
         retirement of Funded Debt of the Borrower or any Restricted
         Subsidiaries (other than Funded Debt which is subordinate to the Loans
         or which is owing to the Borrower or any Restricted Subsidiaries)
         within 180 days after the consummation of such Sale and Leaseback
         Transaction.

         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
         3.00:1.00.




<PAGE>

                                       36

EVENTS OF DEFAULT

In case of the happening of any of the following events (each an "Event of
Default"):

         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;

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

         default shall be made in the payment of any interest on any 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;

         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;

         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;

         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; and

         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;

                  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 Loans then outstanding to be
                  forthwith due and payable in whole or in part, whereupon the
                  principal of the 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



<PAGE>
                                       37

                  with respect to the Borrower described in paragraph (f) or (g)
                  above, the Commitments shall automatically terminate and the
                  principal of the 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.

THE AGENTS

         In order to expedite the transactions contemplated by this Agreement,
Citibank, N.A. is hereby appointed to act as Paying Agent on behalf of the
Lenders and Citibank, N.A., Credit Suisse First Boston, Deutsche Bank AG New
York Branch and Goldman Sachs Credit Partners L.P. 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 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
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



<PAGE>
                                       38


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 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.



<PAGE>
                                       39



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.

MISCELLANEOUS

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:

         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);

         if to the Paying Agent, to it at 2 Penns Way, Suite 200, New Castle,
         Delaware 19720, Attention: Bank Loan Syndications;

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

         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.

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 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 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.

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



<PAGE>
                                       40


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.

SUCCESSORS AND ASSIGNS. (q) 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.

     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 Loans at the time owing to it); provided,
     however, that (i) 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 $25,000,000 (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 $25,000,000 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. Notwithstanding the foregoing, any Lender assigning its rights
     and obligations under this Agreement may retain any Competitive Loans made
     by it outstanding at such time, and in such case shall retain its rights
     hereunder in respect of any Loans so retained until such Loans have been
     repaid in full in accordance with this Agreement.

     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



<PAGE>
                                       41


         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.

         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 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.

         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.

         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 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 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 Loans, or extending any scheduled
         principal payment date or date fixed for the payment of interest on the
         Loans).

         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



<PAGE>
                                       42


         (subject to customary exceptions) to preserve the confidentiality of
         any such confidential information relating to the Borrower.

         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.

         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 Loans made to the Borrower by
         the assigning Lender hereunder.

EXPENSES; INDEMNITY. (r) 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 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.

         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 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.

         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 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.

         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.

APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


<PAGE>
                                       43


WAIVERS; AMENDMENT. (s) 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.

         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 Loan, or waive or excuse
         any such payment or any part thereof, or decrease the rate of interest
         on any 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.

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.

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.

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.

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.

JURISDICTION, ETC. (t) 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

<PAGE>
                                       44


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.

         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>
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: ________________________________
                                                Name:
                                                Title:
                                                Website:










<PAGE>
                                   CITIBANK, N.A., individually and as an Agent


                                   By: _________________________________________
                                       Name:
                                       Title:









<PAGE>
                                        CREDIT SUISSE FIRST BOSTON, individually
                                        and as an Agent


                                        By: ____________________________________
                                            Name:
                                            Title:









<PAGE>
                                               DEUTSCHE BANK AG NEW YORK BRANCH,
                                               individually and as an Agent

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                               By: _____________________________
                                                   Name:
                                                   Title:











<PAGE>
                                             GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                             individually and as an Agent

                                             By: _______________________________
                                                 Name:
                                                 Title:











<PAGE>
                                             BANKONE, N.A.


                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                             N.Y. BRANCH


                                             By: _______________________________
                                                 Name:
                                                 Title:









<PAGE>
                                             BANK OF AMERICA N.A.


                                             By: _______________________________
                                                 Name:
                                                 Title:









<PAGE>
                                             BARCLAYS BANK PLC


                                             By: _______________________________
                                                 Name:
                                                 Title:








<PAGE>
                                             BNP PARIBAS


                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             HSBC BANK USA


                                             By: _______________________________
                                                 Name:
                                                 Title:








<PAGE>
                                             INTESABCI S.P.A NEW YORK BRANCH


                                             By: _______________________________
                                                 Name:
                                                 Title:


                                             By: _______________________________
                                                 Name:
                                                 Title:








<PAGE>
                             THE FUJI BANK, LIMITED

                                             By: _______________________________
                                                 Name:
                                                 Title:









<PAGE>
                                             ROYAL BANK OF SCOTLAND PLC

                                             By: _______________________________
                                                 Name:
                                                 Title:









<PAGE>
                                             ABN AMRO BANK


                                             By: _______________________________
                                                 Name:
                                                 Title:









<PAGE>
                                             ING (U.S.) CAPITAL LLC

                                             By: _______________________________
                                                 Name:
                                                 Title:









<PAGE>
                                             LLOYDS TSB BANK PLC


                                             By: _______________________________
                                                 Name:
                                                 Title:


                                             By: _______________________________
                                                 Name:
                                                 Title:









<PAGE>
                                             BAYERISCHE LANDESBANK GIROZENTRALE,
                                             CAYMAN ISLANDS BRANCH


                                             By: _______________________________
                                                 Name:
                                                 Title:









<PAGE>
                                             FLEET NATIONAL BANK


                                             By: _______________________________
                                                 Name:
                                                 Title:









<PAGE>
                                             MELLON BANK, N.A.


                                             By: _______________________________
                                                 Name:
                                                 Title:











<PAGE>
                                             BANKGESELLSCHAFT BERLIN AG

                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             ROYAL BANK OF CANADA

                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             CAIXA GERAL DE DEPOSITOS, S.A.


                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             COMERICA BANK


                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             THE NORTHERN TRUST COMPANY

                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             THE WELLS FARGO BANK, NATIONAL
                                             ASSOCIATION


                                             By: _______________________________
                                                 Name:
                                                 Title:


                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             CIBC INC.


                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             MALAYAN BANKING BERHAD

                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             THE SANWA BANK, LIMITED

                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             STATE STREET BANK AND TRUST COMPANY


                                             By: _______________________________
                                                 Name:
                                                 Title:










<PAGE>
                                             FIRST UNION NATIONAL BANK

                                             By: _______________________________
                                                 Name:
                                                 Title:












<PAGE>
                                  SCHEDULE 2.01


                         Commitments and Lending Offices

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
NAME OF INITIAL               COMMITMENT                           LENDING OFFICE
 LENDER PARTY
-------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>
Citibank N.A.               $500,000,000      Citibank, N.A.
                                              Two Penns Way
                                              Suite 200
                                              New Castle, DE  19720
                                              Attn:  Betsy Wier
                                              Phone: (309) 894-6025
                                              Fax:   (309) 894-6120
-------------------------------------------------------------------------------------------------------
Credit Suisse First         $500,000,000      Credit Suisse First Boston
Boston                                        Eleven Madison Avenue
                                              New York, NY  10010
                                              Attn:  Edward Markowski / Nirmala Dutgana
                                              Phone: 212-538-3380 / 3525
                                              Fax:   212-538-3477 / 561-8926
-------------------------------------------------------------------------------------------------------
Deutsche Bank Alex          $500,000,000      Deutsche Bank Alex Brown
Brown                                         90 Hudson Street
                                              Mail stop no. JCY05-0511
                                              Jersey City, N.J. 07302
                                              Attn:  Nelson Lugaro - Loan Administrator
                                              Phone: 201-593-2225
                                              Fax:   201-593-2313 / 2314
-------------------------------------------------------------------------------------------------------
Goldman Sachs Credit        $500,000,000      Goldman Sachs Credit Partners L.P.
Partners L.P.                                 c/o Goldman, Sachs & Co.
                                              85 Broad Street - 6th Floor
                                              New York, NY  10004
                                              Attn:  Barbara Aaron / Sally Wenden
                                              Phone: 212-357-3111/9735
                                              Fax:   212-428-1243
-------------------------------------------------------------------------------------------------------
BankOne, N.A.               $400,000,000
-------------------------------------------------------------------------------------------------------
The Bank of                 $400,000,000      The Bank of Tokyo-Mitsubishi, Ltd., N.Y. Branch
Tokyo-Mitsubishi,                             One BankOne Plaza
Ltd., N.Y. Branch                             Suite IL1-10, 0629
                                              Chicago, IL 60670
                                              Attn:  Medy Hernandez
                                              Phone: 312-732-8297
                                              Fax:   312-732-4840
-------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
<TABLE>
<S>                         <C>               <C>
-------------------------------------------------------------------------------------------------------
Bank of America N.A.        $400,000,000
-------------------------------------------------------------------------------------------------------
Barclays Bank plc           $400,000,000      Barclays Bank plc
                                              222 Broadway
                                              New York, NY  10038
                                              Attn:  George Sierzputowski
                                              Phone: 212-412-3710
                                              Fax:   212-412-5306
-------------------------------------------------------------------------------------------------------
BNP Paribas                 $400,000,000      BNP Paribas
                                              919 Third Avenue
                                              New York, NY 10022
                                              Attn:  Landsworth Tulloch
                                              Phone: 212-471-6649
                                              Fax:   212-471-6603
-------------------------------------------------------------------------------------------------------
First Union National        $400,000,000      First Union National Bank
Bank                                          201 South College Street
                                              17th Floor
                                              Charlotte, NC  28288-1183
                                              Attn:  Lisa Davis
                                              Phone: 704-715-8102
                                              Fax:   704-383-7201
-------------------------------------------------------------------------------------------------------
HSBC Bank USA               $400,000,000      HSBC Bank USA
                                              One HSBC Center
                                              26th Floor
                                              Buffalo, NY  14203
                                              Attn:  Marie Bax
                                              Phone: 716-841-5668
                                              Fax:   716-841-0269
-------------------------------------------------------------------------------------------------------
IntesaBci S.p.A             $400,000,000      IntesaBci S.p.A
                                              1 William Street
                                              New York, NY  10004
                                              Attn:  Isabella Castrogiovanni
                                              Phone: 212-607-3522
                                              Fax:   212-607-3897
-------------------------------------------------------------------------------------------------------
The Fuji Bank, Limited      $400,000,000
-------------------------------------------------------------------------------------------------------
The Royal Bank of           $400,000,000      The Royal Bank of Scotland plc
Scotland plc                                  65 East 55th Street, 21st Floor
                                              New York, NY  10022
                                              Attn:  Sheila Shaw
                                              Phone: 212-401-1406
                                              Fax:   212-401-1336
-------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
<TABLE>
<S>                         <C>               <C>
-------------------------------------------------------------------------------------------------------
ABN Amro Bank               $300,000,000
-------------------------------------------------------------------------------------------------------
ING (U.S.) Capital LLC      $300,000,000      ING (U.S.) Capital LLC
                                              135 East 57th Street
                                              New York, NY  10022
                                              Attn:  Annette Miller-Lewis
                                              Phone: 646-424-8226
                                              Fax:   646-424-8260
-------------------------------------------------------------------------------------------------------
Lloyds TSB Bank plc         $300,000,000      Lloyds TSB Bank plc
                                              1251 Avenue of the Americas
                                              New York, NY  10020
                                              Attn:  Patricia Kilian
                                              Phone: 212-930-8914
                                              Fax:   212-930-5098
-------------------------------------------------------------------------------------------------------
Bayerische Landesbank       $200,000,000      Bayerische Landesbank Girozentrale, Cayman Islands Branch
Girozentrale, Cayman                          560 Lexington Avenue
Islands Branch                                New York, NY  10022
                                              Attn:  Patricia Sanchez
                                              Phone: 212-310-9810
                                              Fax:   212-310-9930
-------------------------------------------------------------------------------------------------------
Fleet National Bank         $200,000,000      Fleet National Bank
                                              100 Federal Street
                                              Boston, MA 02110
                                              Attn:  Michael Shuhy
                                              Phone: 617-434-5543
                                              Fax:   617-434-1240
-------------------------------------------------------------------------------------------------------
Mellon Bank, N.A.           $200,000,000      Mellon Bank, N.A.
                                              3 Mellon Bank Center
                                              Room 1203
                                              Pittsburgh, PA 15259
                                              Attn:  Daria A. Armen
                                              Phone: 412-234-1870
                                              Fax:   412-209-6117
-------------------------------------------------------------------------------------------------------
Bankgesellschaft            $100,000,000      Bankgesellschaft Berlin AG, London Branch
Berlin AG, London                             1 Crown Court, Cheapside
Branch                                        London EC2V 6LR
                                              Attn:  Penny Neville-Park / Collette Hayden
                                              Phone: 011-44-20-7572-6327 / 6350
                                              Fax:   011-44-20-7572-6359
-------------------------------------------------------------------------------------------------------
Royal Bank of Canada        $100,000,000      Royal Bank of Canada
                                              One Liberty Plaza
                                              New York, NY 10006-1404
                                              Attn:  Manager, Loans Administration
                                              Phone: 212-428-6322
-------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
<TABLE>
<S>                         <C>               <C>
-------------------------------------------------------------------------------------------------------
                                              Fax:   212-428-2372
-------------------------------------------------------------------------------------------------------
Caixa Geral de               $50,000,000      Caixa Geral de Depositos, S.A.
Depositos, S.A.                               280 Park Avenue 28th Floor East Building
                                              New York, NY  10017
                                              Attn:  Dale Prusinowski
                                              Phone: 212-557-0025
                                              Fax:   212-687-0848
-------------------------------------------------------------------------------------------------------
Comerica Bank                $50,000,000      Comercia Bank
                                              U.S. Banking/Northeast
                                              500 Woodward Avenue, 9th Floor
                                              MC 3279
                                              Detroit, MI  48275-3279
                                              Attn:  Venus Moses / Munther Abukhader
                                              Phone: 313-222-3319 / 5601
                                              Fax:   313-222-3330 / 3776
-------------------------------------------------------------------------------------------------------
The Northern Trust           $50,000,000      The Northern Trust Company
Company                                       50 S. LaSalle Street
                                              Chicago, IL 60675
                                              Attn:  Ms. Linda Honda
                                              Phone: 312-444-3532
                                              Fax:   312-630-1566
-------------------------------------------------------------------------------------------------------
The Wells Fargo Bank,        $50,000,000      The Wells Fargo Bank, National Association
National Association
-------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<S>                        <C>                <C>
-------------------------------------------------------------------------------------------------------
CIBC Inc.                    $25,000,000      CIBC Inc.
                                              2727 Paces Ferry Road, Suite 120
                                              2 Paces West, Building 2
                                              Atlanta, GA  30339
                                              Attn:  Bonnie Harris
                                              Phone:    770-319-4850
                                              Fax:      770-319-4950
-------------------------------------------------------------------------------------------------------
Malayan Banking              $25,000,000      Malayan Banking Berhad, New York Branch
Berhad,                                       400 Park Avenue, 9th Floor
New York Branch                               New York, NY  10022
                                              Attn:  Nicki Chan / P.C. Kim
                                              Phone:    212-303-1319
                                              Fax:      212-308-0109
-------------------------------------------------------------------------------------------------------
The Sanwa Bank, Limited      $25,000,000      The Sanwa Bank, Limited, New York Branch
                                              55 East 52nd Street
                                              New York, NY 10055
                                              Attn:  Shirley Mosquera
                                              Phone:    212-339-6362
                                              Fax:      212-754-2368
-------------------------------------------------------------------------------------------------------
State Street Bank and        $25,000,000      State Street Bank and Trust Company
Trust Company                                 2 Avenue de Lafayette
                                              Boston, MA 02111
                                              Attn:  Mary H. Carey
                                              Phone:    617-662-3413
                                              Fax:      617-662-4201
-------------------------------------------------------------------------------------------------------

TOTAL                      $8,000,000,000
</TABLE>
<PAGE>
                                                                     EXHIBIT A-1




                         FORM OF COMPETITIVE BID 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 Amended
and Restated 364-Day Competitive Advance and Revolving Credit Facility Agreement
dated as of December [__], 2001 (as it may be amended, modified, extended or
restated from time to time, the "Credit Agreement"), among the Borrower, the
Lenders named therein, Citibank, N.A. ("Citibank"), Credit Suisse First Boston,
Deutsche Bank AG New York 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 2.03(a) of the Credit Agreement that it requests a Competitive Borrowing
under the Credit Agreement, and in that connection sets forth below the terms on
which such Competitive Borrowing is requested to be made:

      (A) Date of Competitive Borrowing (which is a
          Business Day)                                ______________________

      (B) Principal Amount of Competitive Borrowing 1/ ______________________

      (C) Interest rate basis 2/                       ______________________

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

            Upon acceptance of any or all of the Loans offered 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:


__________________

1/ Not less than $5,000,000 (and in integral multiples of $1,000,000) or greater
than the Total Commitment then available.
2/ Eurodollar Loan or Fixed Rate Loan.
3/ Which shall be subject to the definition of "Interest Period" and end not
later than the Maturity Date.


                         Form of Competitive Bid Request
<PAGE>
                                       2


   Title: [Responsible Officer]



              AMENDED AND RESTATED 364-DAY COMPETITIVE ADVANCE AND
                       REVOLVING CREDIT FACILITY AGREEMENT
<PAGE>
                                                                     EXHIBIT A-2



                   FORM OF NOTICE OF COMPETITIVE BID REQUEST



[Name of Lender]
[Address]


                                                               Attention: [Date]



Ladies and Gentlemen:

            Reference is made to the Amended and Restated 364-Day Competitive
Advance and Revolving Credit Facility Agreement dated as of December [__], 2001
(as it may be amended, modified, extended or restated from time to time, the
"Credit Agreement"), among AT&T Corp., the Lenders named therein, Citibank, N.A.
("Citibank"), Credit Suisse First Boston, Deutsche Bank AG New York 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. AT&T
Corp. (the "Borrower") made a Competitive Bid Request on [          ], [2001]
[2002], pursuant to Section 2.03(a) of the Credit Agreement, and in that
connection you are invited to submit a Competitive Bid by [Date]/[Time]. 4/ Your
Competitive Bid must comply with Section 2.03(b) of the Credit Agreement and the
terms set forth below on which the Competitive Bid Request was made:

      (A) Date of Competitive Borrowing                ______________________

      (B) Principal amount of Competitive Borrowing    ______________________

      (C) Interest rate basis                          ______________________

      (D) Interest Period and the last day thereof     ______________________


Very truly yours,

CITIBANK, N.A., as Paying Agent,



By:_______________________________

    Name:
    Title: [Responsible Officer]


__________________

4/ The Competitive Bid must be received by the Paying Agent (i) in the case of
Eurodollar Loans, not later than 9:30 a.m., New York City time, three Business
Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate
Loans, not later than 9:30 a.m., New York City time, on the Business Day of a
proposed Competitive Borrowing.



                         Form of Competitive Bid Request
<PAGE>
                                                                     EXHIBIT A-3



                             FORM OF COMPETITIVE BID




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

__________________

__________________


Attention:

Ladies and Gentlemen:

            The undersigned, [Name of Lender], refers to the Amended and
Restated 364-Day Competitive Advance and Revolving Credit Facility Agreement
dated as of December [__], 2001 (as it may be amended, modified, extended or
restated from time to time, the "Credit Agreement"), among AT&T Corp., the
Lenders named therein, Citibank, N.A. ("Citibank"), Credit Suisse First Boston,
Deutsche Bank AG New York 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 undersigned hereby makes a Competitive Bid
pursuant to Section 2.03(b) of the Credit Agreement, in response to the
Competitive Bid Request made by AT&T Corp. (the "Borrower") on [ ],
[2001][2002], and in that connection sets forth below the terms on which such
Competitive Bid is made:

      (A) Principal Amount 5/                         ______________________

      (B) Competitive Bid Rate 6/                     ______________________

      (C) Interest Period and last day thereof        ______________________

            The undersigned hereby confirms that it is prepared, subject to the
conditions set forth in the Credit Agreement, to extend credit to the Borrower
upon acceptance by the Borrower of this bid in accordance with Section 2.03(d)
of the Credit Agreement.


Very truly yours,

[NAME OF LENDER],


By:_______________________________
    Name:
    Title:


__________________

5/ Not less than $5,000,000 or greater than the requested Competitive Borrowing
and in integral multiples of $1,000,000. Multiple bids will be accepted by the
Paying Agent.
6/ i.e., LIBO Rate + or -     %, in the case of Eurodollar Loans or     %, in
the case of Fixed Rate Loans.



                             Form of Competitive Bid
<PAGE>
                                                                     EXHIBIT A-4



                  FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER



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

__________

__________



Attention:



Ladies and Gentlemen:

            The undersigned, AT&T Corp. (the "Borrower"), refers to the Amended
and Restated 364-Day Competitive Advance and Revolving Credit Facility Agreement
dated as of December [__], 2001, (as it may be amended, modified, extended or
restated from time to time, the "Credit Agreement"), among the Borrower, the
Lenders named therein, Citibank, N.A. ("Citibank"), Credit Suisse First Boston,
Deutsche Bank AG New York Branch and Goldman Sachs Credit Partners L.P., as
Administrative Agents, and Citibank, as Paying Agent for the Lenders.

            In accordance with Section 2.03(c) of the Credit Agreement, we have
received a summary of bids in connection with our Competitive Bid Request dated
___________ and in accordance with Section 2.03(d) of the Credit Agreement, we
hereby accept the following bids for maturity on [date]:

<TABLE>
<CAPTION>
      Principal Amount        Fixed Rate/Margin                 Lender
      ----------------------------------------------------------------
<S>                           <C>                               <C>
      $                             [%]/[+/-.   %]
      $
      </TABLE>

      We hereby reject the following bids:

<TABLE>
<CAPTION>
      Principal Amount        Fixed Rate/Margin                 Lender
      ----------------------------------------------------------------
<S>                           <C>                               <C>
      $                             [%]/[+/-.   %]
      $
</TABLE>

      The $_______ should be deposited in Citibank, N.A. account number
      [           ] on [date].



Very truly yours,

AT&T CORP.,



By:_______________________________
    Name:
    Title:




                  Form of Competitive Bid Accept/Reject Letter
<PAGE>
                                                                     EXHIBIT A-5



                        FORM OF STANDBY 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
Amended and Restated 364-Day Competitive Advance and Revolving Credit Facility
Agreement dated as of December [__], 2001 (as it may be amended, modified,
extended or restated from time to time, the "Credit Agreement"), among the
Borrower, the Lenders named therein, Citibank, N.A. ("Citibank"), Credit Suisse
First Boston, Deutsche Bank AG New York 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 Standby
Borrowing under the Credit Agreement, and in that connection sets forth below
the terms on which such Standby Borrowing is requested to be made:

      (A) Date of Standby Borrowing (which is a
          Business Day)                               ______________________

      (B) Principal Amount of Standby Borrowing 7/    ______________________

      (C) Interest rate basis 8/                      ______________________

      (D) Interest Period and the last day thereof 9/ ______________________

                  Upon acceptance of any or all of the 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]


__________________

7/ Not less than $50,000,000 (and in integral multiples of $10,000,000) or
greater than the Total Commitment then available.
8/ Eurodollar Loan or ABR Loan.
9/ Which shall be subject to the definition of "Interest Period" and end not
later than the Maturity Date.



                       Form of Standby Borrowing Request
<PAGE>
                                                                       EXHIBIT B



                                     FORM OF

                            ASSIGNMENT AND ACCEPTANCE



            Reference is made to the Amended and Restated 364-Day Competitive
Advance and Revolving Credit Facility Agreement dated as of December [__],
2001(as the same may be modified, amended, extended or restated from time to
time, the "Credit Agreement"), among AT&T Corp., (the "Borrower"), the lenders
party thereto (the "Lenders"), Citibank, N.A. ("Citibank"), Credit Suisse First
Boston, Deutsche Bank AG New York 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 the Competitive Loans (if noted on the attached Schedule) and Standby
Loans owing to the Assignor which are outstanding on the Effective Date,
together with unpaid interest accrued on the assigned 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):




                        Form of Assignment and Acceptance
<PAGE>
                                       2

<TABLE>
<CAPTION>
                                                                    Percentage Assigned of Facility
                                          Principal Amount             and Commitment thereunder
                                           Assigned (and          (set forth, to at least 8 decimals,
                                       identifying information      as a percentage of the Facility
                                          as to individual           and the aggregate Commitments
                                         Competitive Loans)            of all Lenders thereunder)
                                         ------------------            --------------------------
<S>                                    <C>                        <C>
Commitment Assigned:                        $                                                %

Standby Loans:

Competitive Loans, if any:
</TABLE>




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: ________________________






                        Form of Assignment and Acceptance
<PAGE>
                                                                       EXHIBIT C



                                     FORM OF

                      OPINION OF COUNSEL FOR AT&T CORP. 10/


            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.





__________________

10/ Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Amended and Restated 364-Day Competitive
Advance and Revolving Credit Facility Agreement dated as of December __, 2001,
among AT&T Corp., the lenders listed in Schedule 2.01 thereto, Citibank, N.A.
("Citibank"), Credit Suisse First Boston, Deutsche Bank AG New York Branch and
Goldman Sachs Credit Partners L.P., as Administrative Agents, and Citibank, as
Paying Agent (the "Credit Agreement").



                   Form of Opinion of Counsel for AT&T Corp.
<PAGE>
                                                                       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 Citibank, N.A. (the "Paying Agent") at
[__________], on the Maturity Date (as defined in the Credit Agreement dated as
of December [__], 2001 (as amended, modified or supplemented from time to time,
the "Credit Agreement"), among the Borrower, the Lenders named therein,
Citibank, N.A., Credit Suisse First Boston, Deutsche Bank AG New York 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 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 Loans evidenced hereby are 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.




                                  Form of Note
<PAGE>
                                       2


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:



                                  Form of Note
<PAGE>
                                        3




                               Loans and Payments

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

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

============================================================================================
</TABLE>




                                   Form of Note
<PAGE>
                                                                       EXHIBIT E


                        [FORM OF AT&T BUSINESS GUARANTEE]


         GUARANTEE AGREEMENT dated as of ___________, 200_, by AT&T Business, a
___________ corporation (with its successors, the "GUARANTOR") in favor of
Citibank, N.A., as Paying Agent (with its successors, the "PAYING AGENT" or
"CITIBANK"), for the benefit of the Lenders and the Agents (as defined in the
Credit Agreement referred to below).

                              W I T N E S S E T H :

         WHEREAS, AT&T Corp. (with its successors, the "BORROWER"), a New York
corporation, the Lenders party thereto (the "LENDERS"), the Paying Agent, and
Citibank, Credit Suisse First Boston, Deutsche Bank AG New York Branch and
Goldman Sachs Credit Partners L.P., as Administrative Agents (the
"ADMINISTRATIVE AGENTS" and, together with the Paying Agent, the "AGENTS"), are
parties to an Amended and Restated 364-Day Competitive Advance and Revolving
Credit Facility Agreement dated as of December [__], 2001 (as amended from time
to time, the "CREDIT AGREEMENT"); and

         WHEREAS, in consideration of the financial and other support that the
Borrower has provided, and such financial and other support as the Borrower may
in the future provide, to the Guarantor, the Guarantor is willing to enter into
this Guarantee Agreement;

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         SECTION 1. Definitions. Terms defined in the Credit Agreement and not
otherwise defined herein have, as used herein, the respective meanings provided
for therein.

         SECTION 2. The Guarantee. The Guarantor hereby unconditionally
guarantees the full and punctual payment (whether at stated maturity, upon
acceleration or otherwise) of the principal and interest (including, without
limitation, interest accruing during the pendency of any bankruptcy or
insolvency proceedings whether or not allowable or allowed thereunder) on any
Loan under the Credit Agreement, and the full and punctual payment when due of
all other amounts payable by the Borrower under the Credit Agreement (all such
obligations being the "GUARANTEED OBLIGATIONS"). Upon failure by the Borrower to
pay punctually any such amount, the Guarantor agrees that it shall forthwith on
demand pay the amount not so paid at the place and in the manner specified in
the Credit Agreement.

         SECTION 3. Guarantee Unconditional. The obligations of the Guarantor
under or in respect of this Guarantee are independent of any other obligations
of the Borrower under or in respect of the Credit Agreement, and a separate
action or actions may be brought and prosecuted against the Guarantor to enforce
this Guarantee, irrespective of whether any action is brought against the
Borrower or whether the Borrower is joined in any such action or actions. The




                         Form of AT&T Business Guarantee
<PAGE>
                                       2


liability of the Guarantor under this Guarantee shall be irrevocable, absolute
and unconditional irrespective of, and the Guarantor hereby irrevocably waives,
to the extent such waiver is legally permitted, any defenses it may now have or
hereafter acquire in any way relating to, any or all of the following:

                           (i)      any extension, renewal, settlement,
compromise, waiver or release in respect of any obligation of the Borrower under
the Credit Agreement, by operation of law or otherwise;

                           (ii)     any modification or amendment of or
supplement to the Credit Agreement;

                           (iii)    any release, impairment, non-perfection or
invalidity of any direct or indirect security for any obligation of the Borrower
under the Credit Agreement;

                           (iv)     any change in the corporate existence,
structure or ownership of the Borrower, or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting the Borrower or any of its
assets or any resulting release or discharge of any obligation of the Borrower
contained in the Credit Agreement;

                           (v)      the existence of any claim, set-off or other
rights which the Guarantor may have at any time against the Borrower, any Agent,
any Lender or any other Person, whether in connection with the Credit Agreement
or with any unrelated transactions; provided that nothing herein shall prevent
the assertion of any such claim by separate suit or compulsory counterclaim;

                           (vi)     any invalidity or unenforceability relating
to or against the Borrower for any reason of the Credit Agreement, or any
provision of applicable law or regulation purporting to prohibit the payment by
the Borrower of the principal of or interest on the Loans or any other amount
payable by the Borrower under the Credit Agreement; or

                           (vii)    any other act or omission to act or delay of
any kind by the Borrower, any Agent, any Lender or any other party to the Credit
Agreement, or any other circumstance whatsoever which might, but for the
provisions of this Section, constitute a legal or equitable discharge of or
defense to obligations of the Guarantor hereunder.

         SECTION 4. Representations and Warranties. The Guarantor represents and
warrants that:

         (a)      Corporate Organization. The Guarantor (i) is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization, (ii) has all requisite power and authority to own its property and
assets and carry on its business as now conducted, (iii) is duly qualified in
every jurisdiction where such qualification is required, except where the
failure to so qualify would not result in a Material Adverse Effect and (iv) has
the corporate power and authority to execute, deliver and perform its
obligations under this Guarantee Agreement.





                         Form of AT&T Business Guarantee
<PAGE>
                                       3


         (b)      Authorization; No Conflict. The execution, delivery and
performance by the Guarantor of this Guarantee Agreement (i) have been duly
authorized by all requisite corporate actions and (ii) will not (A) violate (1)
any provision of any law, statute, rule or regulation or of the certificate of
incorporation or other constitutive documents or by-laws of the Guarantor, (2)
any order of any Governmental Authority or (3) any provision of any indenture,
agreement or other instrument to which the Guarantor is a party or by which the
Guarantor or any of 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
the Guarantor.

         (c)      Binding Effect. This Guarantee Agreement is a legal, valid and
binding obligation of the Guarantor, enforceable against the Guarantor in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding at law or in equity.

         (d)      Independent Decision. The Guarantor has, independently and
without reliance upon any Lender or any Agent and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Guarantee, and the Guarantor has established
adequate means of obtaining from the Borrower on a continuing basis information
pertaining to, and is now and on a continuing basis will be completely familiar
with, the business, condition (financial or otherwise), operations, performance,
properties and prospects of the Borrower.

         SECTION 5. Discharge Only Upon Payment in Full; Reinstatement in
Certain Circumstances. (a) The Guarantor's obligations hereunder shall remain in
full force and effect until the Commitments under the Credit Agreement shall
have terminated and the principal of and interest on the Loans and all other
amounts payable by the Borrower under the Credit Agreement shall have been paid
in full. If at any time any payment of the principal of or interest on any Loan
or any other amount payable by the Borrower under the Credit Agreement is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise, the Guarantor's
obligations hereunder with respect to such payment shall be reinstated as though
such payment had been due but not made at such time.

         SECTION 6. Waivers by the Guarantor. (a) The Guarantor irrevocably
waives notice of acceptance hereof, presentment, demand, protest and any notice
not provided for herein, as well as any requirement that at any time any action
be taken by any Person against the Borrower or any other Person.

                  (b)      The Guarantor hereby unconditionally and irrevocably
waives any defense arising by reason of any claim or defense based upon an
election of remedies by any Lender or any Agent that in any manner impairs,
reduces, releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of the Guarantor




                         Form of AT&T Business Guarantee
<PAGE>
                                       4


or other rights of the Guarantor to proceed against the Borrower, any other
guarantor or any other Person.

                  (c)      The Guarantor hereby unconditionally and irrevocably
waives any duty on the part of any Lender or any Agent to disclose to the
Guarantor any matter, fact or thing relating to the business, condition
(financial or otherwise), operations, performance, properties or prospects of
the Borrower or any of its Subsidiaries now or hereafter known by such Lender or
Agent.

                  (d)      The Guarantor acknowledges that it will receive
substantial direct and indirect benefits from the financing arrangements
contemplated by the Credit Agreement and that the waivers set forth in Section 3
and this Section 6 are knowingly made in contemplation of such benefits.

         SECTION 7. Subrogation. Upon making any payment hereunder with respect
to the obligations of the Borrower, the Guarantor shall be subrogated to the
rights of the payee against the Borrower with respect to such obligation;
provided that the Guarantor shall not enforce any payment by way of subrogation
(including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in any
claim or remedy of any Lender or the Paying Agent against the Borrower, whether
or not such claim, remedy or right arises in equity or under contract, statute
or common law, including, without limitation, the right to take or receive from
the Borrower, directly or indirectly, in cash or other property or by set-off or
in any other manner, payment or security on account of such claim, remedy or
right), until the repayment in full of all amounts payable by the Borrower under
the Credit Agreement and the termination of the Commitments under the Credit
Agreement.

         SECTION 8. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by the Borrower under the Credit Agreement is
stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all
such amounts otherwise subject to acceleration under the terms of the Credit
Agreement shall nonetheless be payable by the Guarantor hereunder forthwith on
demand by the Paying Agent made at the request of the Required Lenders.

         SECTION 9. Amendments; Supplements. Any provision of this Guarantee
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by the Guarantor, the Paying Agent and the Required
Lenders; provided, however, that no amendment, waiver or consent shall, unless
in writing and signed by all of the Lenders, (a) reduce or limit the obligations
of the Guarantor hereunder, release the Guarantor hereunder if immediately
before and after giving effect to such release the Borrower's Public Debt Rating
is less than BBB+ by S&P or Baa1 by Moody's, or otherwise limit the Guarantor's
liability with respect to the obligations owing to the Lenders under or in
respect of the Credit Agreement, (b) postpone any date fixed for payment
hereunder or (c) change the number of Lenders or the percentage of (x) the Total
Commitments, or (y) the aggregate unpaid principal amount of the Loans that, in
each case, shall be required for the Lenders or any of them to take any action
hereunder.





                         Form of AT&T Business Guarantee
<PAGE>
                                       5


         SECTION 10. Continuing Guarantee. This Guarantee is a continuing
Guarantee and shall be binding upon the Guarantor and its successors and
assigns, and inure to the benefit of and be enforceable by the Paying Agent, the
Agents or the Lenders and their respective successors and assigns. This
Guarantee is for the benefit of the Agents and the Lenders and its successors
and permitted assigns pursuant to Sections 8.04 of the Credit Agreement, and in
the event of an assignment of all or any of any Lender's interest in and to its
rights and obligations under the Credit Agreement in accordance with the Credit
Agreement, the assignor's rights hereunder, to the extent applicable to the
indebtedness or obligation so assigned, shall automatically be transferred with
such indebtedness or obligation.

         SECTION 11. Limitation on the Obligations. The obligations of the
Guarantor hereunder shall be limited to an aggregate amount that is equal to the
largest amount that would not render the obligations of the Guarantor hereunder
subject to avoidance under Section 548 of the United States Bankruptcy Code or
any comparable provisions of applicable law.

         SECTION 12. Right of Set-Off. Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request specified
by Article VI of the Credit Agreement to authorize the Paying Agent to declare
the Loans due and payable pursuant to the provisions of said Article VI, each
Agent and each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Agent, such Lender or such Affiliate to or for the credit or
the account of the Guarantor against any and all of the Guaranteed Obligations
of the Guarantor now or hereafter existing hereunder, irrespective of whether
such Agent or such Lender shall have made any demand under this Guarantee and
although such Guaranteed Obligations may be unmatured. Each Agent and each
Lender agrees promptly to notify the Guarantor after any such set-off and
application; provided, however, that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Agent
and each Lender and their respective Affiliates under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Agent, such Lender and their respective Affiliates
may have.

         SECTION 13. Taxes; Expenses; Indemnity; Miscellaneous. The provisions
of Sections 2.19, 8.01, 8.05, 8.06 and 8.10 through 8.14, inclusive, of the
Credit Agreement apply to the Guarantor and this Guarantee Agreement mutatis
mutandis, with notice to the Guarantor to be at:

         AT&T Business
         [Address]
         Attention:
         Fax:











                         Form of AT&T Business Guarantee
<PAGE>
                                       6


         IN WITNESS WHEREOF, the undersigned has caused this Guarantee Agreement
to be duly executed by its authorized officer as of the day and year first above
written.

                                    AT&T BUSINESS



                                    By:_____________________________________
                                         Name:
                                         Title:

</TEXT>
</DOCUMENT>
