WORLDCOM INC /MS/, 10-Q, 1996-08-14

WORLDCOM INC /MS/
10-Q, 1996-08-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1996
-------------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
----------- -----------

Commission file number: 0-11258

WorldCom, Inc.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
Georgia 58-1521612
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

515 East Amite Street, Jackson, Mississippi 39201-2702
(Address of principal executive offices) (Zip Code)
</TABLE>

Registrant's telephone number, including area code: (601) 360-8600

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
----- -----

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.

Yes X No
----- -----

The number of outstanding shares of the registrant's Common
Stock, par value $.01 per share, was 396,210,381 on July 31, 1996.
<PAGE> 2
FORM 10-Q
INDEX

<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets as of
June 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . 3

Consolidated Statements of Operations
for the three and six months ended June 30, 1996
and June 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . 4

Consolidated Statements of Cash Flows for
the six months ended June 30, 1996 and
June 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 5

Notes to Consolidated Financial Statements . . . . . . . . . . . 6

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

PART II. OTHER INFORMATION

Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 13

Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . 13

Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . . . 13

Item 4. Submission of Matters to a Vote
of Securities Holders . . . . . . . . . . . . . . . . . . . . . 13

Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . 14

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . 14

Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

Page 2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

WORLDCOM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, Except Per Share Data)

<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 16,584 $ 41,679
Accounts receivable, net of allowance for bad debts of $75,139 in 1996
and $57,980 in 1995 673,910 528,763
Income taxes receivable 17,887 17,499
Deferred tax asset 32,573 16,899
Other current assets 71,375 49,992
------------- ------------
Total current assets 812,329 654,832
------------- ------------
Property and equipment:
Transmission equipment 1,438,091 1,376,242
Communications equipment 277,370 401,454
Furniture, fixtures and other 251,755 278,716
------------- ------------
1,967,216 2,056,412
Less - accumulated depreciation (333,620) (487,080)
------------- ------------
1,633,596 1,569,332
------------- ------------
Excess of cost over net tangible assets acquired, net of accumulated amortization 4,059,911 4,292,752
Other assets 167,416 117,655
------------- ------------
$ 6,673,252 $ 6,634,571
============= ============

LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities:
Short-term debt and current maturities of long-term debt $ 998 $ 1,112,853
Accounts payable 184,970 137,342
Accrued line costs 478,415 391,604
Other current liabilities 329,316 337,013
------------- ------------
Total current liabilities 993,699 1,978,812
------------- ------------
Long-term liabilities, less current portion:
Long-term debt 3,346,596 2,278,428
Deferred income taxes payable 77,407 26,172
Other liabilities 159,500 163,873
------------- ------------
Total long-term liabilities 3,583,503 2,468,473
------------- ------------

Commitments and contingencies

Shareholders' investment:
Series 2 preferred stock, par value $.01 per share; authorized, issued and
outstanding: none in 1996 and 1,244,048 shares in 1995 (liquidation preference
of $31,101 in 1995) - 12
Preferred stock, par value $.01 per share; authorized: 50,000,000 shares in
1996 and 48,755,952 shares in 1995; none issued - -
Common stock, par value $.01 per share; authorized: 750,000,000 shares; issued
and outstanding: 395,920,528 shares in 1996 and 386,485,278 shares in 1995 3,959 3,865
Additional paid-in capital 1,942,490 1,896,377
Unrealized holding gain on marketable securities 46,032 -
Retained earnings 103,569 287,032
------------- ------------
Total shareholders' investment 2,096,050 2,187,286
------------- ------------
$ 6,673,252 $ 6,634,571
============= ============
</TABLE>

The accompanying notes are an integral part of these statements.

Page 3
<PAGE> 4
WORLDCOM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------------- ----------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 1,061,400 $ 894,719 $ 2,087,586 $ 1,759,754
------------ ------------ ------------ ------------
Operating expenses:
Line costs 577,012 492,543 1,135,201 972,378
Selling, general and administrative 195,109 162,321 384,332 322,569
Depreciation and amortization 71,642 77,100 155,353 151,514
Provision to reduce carrying value of certain assets 402,000 - 402,000 -
------------ ------------ ------------ ------------
Total 1,245,763 731,964 2,076,886 1,446,461
------------ ------------ ------------ ------------
Operating income (loss) (184,363) 162,755 10,700 313,293
Other income (expense):
Interest expense (55,863) (64,558) (112,889) (126,866)
Miscellaneous 2,017 3,139 4,143 3,373
------------ ------------ ------------ ------------
Net income (loss) before taxes and extraordinary items (238,209) 101,336 (98,046) 189,800
Provision for income taxes 5,459 39,521 60,122 74,022
------------ ------------ ------------ ------------
Net income (loss) before extraordinary items (243,668) 61,815 (158,168) 115,778
Extraordinary items (net of income taxes of $15,621 in 1996) (24,434) - (24,434) -
------------ ------------ ------------ ------------
Net income (loss) (268,102) 61,815 (182,602) 115,778
------------ ------------ ------------ ------------
Preferred dividend requirement 355 6,936 860 13,875
------------ ------------ ------------ ------------
Net income (loss) applicable to common shareholders $ (268,457) $ 54,879 $ (183,462) $ 101,903
============ ============ ============ ============

Earnings (loss) per common share -
Net income (loss) applicable to common shareholders before
extraordinary items:
Primary $ (0.62) $ 0.16 $ (0.41) $ 0.30
Fully diluted (0.62) 0.16 (0.41) 0.30

Extraordinary items (0.06) - (0.06) -

Net income (loss) applicable to common shareholders:
Primary (0.69) 0.16 (0.47) 0.30
Fully diluted (0.69) 0.16 (0.47) 0.30

Weighted average shares outstanding:
Primary 391,160 337,622 389,363 335,584
Fully diluted 391,160 400,684 389,363 398,620
</TABLE>

The accompanying notes are an integral part of these statements.

Page 4
<PAGE> 5

WORLDCOM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)

<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
-----------------------------
1996 1995
-------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (182,602) $ 115,778
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Extraordinary items 24,434 -
Provision to reduce carrying value of certain assets 402,000 -
Depreciation and amortization 155,353 151,514
Provision for losses on accounts receivable 27,553 21,113
Provision for deferred income taxes 30,428 28,722
Change in assets and liabilities, net of effect of
business combinations:
Accounts receivable (172,700) 27,808
Income taxes, net 18,521 39,042
Other current assets (49,352) 6,810
Accrued line costs 64,811 (7,042)
Shareholder litigation reserve - (75,000)
Accounts payable and other current liabilities 15,885 (63,108)
Other (9,442) (2,715)
-------------- -------------
Net cash provided by operating activities 324,889 242,922
-------------- -------------
Cash flows from investing activities:
Capital expenditures (251,581) (181,196)
Acquisitions and related costs (580) (2,689,372)
Increase in intangible assets (57,547) (3,653)
Increase in other assets (9,623) (13,911)
Decrease in other liabilities (20,991) (13,671)
Proceeds from sale of long-term assets 8,724 17,406
Other - 1,000
-------------- -------------
Net cash used in investing activities (331,598) (2,883,397)
-------------- -------------
Cash flows from financing activities:
Borrowings - 2,748,208
Principal payments on debt (43,601) (125,948)
Common stock issuance 26,075 47,531
Dividends paid on preferred stock (860) (13,875)
-------------- -------------
Net cash provided by (used in) financing activities (18,386) 2,655,916
-------------- -------------
Net increase (decrease) in cash and cash equivalents (25,095) 15,441
Cash and cash equivalents at beginning of period 41,679 19,259
-------------- -------------
Cash and cash equivalents at end of period $ 16,584 $ 34,700
============== =============
</TABLE>

The accompanying notes are an integral part of these statements.

Page 5
<PAGE> 6
WORLDCOM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(A) GENERAL

The financial statements included herein are unaudited and have been prepared
in accordance with generally accepted accounting principles for interim
financial reporting and Securities and Exchange Commission ("SEC") regulations.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of management, the financial statements reflect all adjustments (of a
normal and recurring nature) which are necessary to present fairly the
financial position, results of operations and cash flows for the interim
periods. These financial statements should be read in conjunction with the
Annual Report of the Company on Form 10-K for the year ended December 31, 1995.
The results for the six month period ended June 30, 1996, are not necessarily
indicative of the results that may be expected for the year ending December 31,
1996.

(B) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest paid by the Company during the six months ended June 30, 1996 and 1995
amounted to $116.3 million and $94.9 million, respectively. Income taxes paid
during the six months ended June 30, 1996 and 1995 were $11.2 million and $5.5
million, respectively. In conjunction with business combinations during the
six months ended June 30, 1996 and 1995, assumed assets and liabilities were as
follows (in thousands):

FOR THE SIX MONTHS
ENDED JUNE 30,
---------------------------------
1996 1995
---------- ------------
<S> <C> <C>
Fair value of assets acquired $ 595 $ 837,380
Excess of cost over net tangible assets acquired 26,267 2,173,537
Liabilities assumed (26,282) (308,695)
Common stock issued - (12,850)
---------- ------------
Net cash paid $ 580 $ 2,689,372
========== ============
</TABLE>

Acquisition and related costs for the six months ended June 30, 1996 reflect
additional costs related to the acquisitions in 1995.

In the second quarter of 1996, one of the Company's equity investments became
publicly traded. This investment, previously recorded at cost, has been
classified as an available for sale security under Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("FASB 115"). Accordingly, this investment is recorded at
its fair value of approximately $77 million at June 30, 1996, and is included
in other assets in the accompanying consolidated financial statements. The
unrealized holding gain on this marketable equity security is included as a
component of shareholders' investment at June 30, 1996.

(D) LONG-TERM DEBT

On June 28, 1996, WorldCom replaced its then existing $3.41 billion credit
facilities (the "Previous Facilities") with a new $3.75 billion revolving
credit facility (the "Credit Facility"). Borrowings under the Credit Facility
were used to refinance the Previous Facilities and will be used to finance
capital expenditures and provide additional working capital. As a result of
the refinancing, WorldCom recorded an extraordinary charge of $4.2 million, net
of $2.7 million in taxes, related to the charge-off of the unamortized portion
of costs associated with the refinanced debt.

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<PAGE> 7
The Credit Facility has a five-year term and bears interest, payable quarterly,
at variable rates selected by the Company under the terms of the Credit
Facility including a Base Rate or the London Interbank Offering Rate ("LIBOR"),
plus applicable margin. The applicable margin for LIBOR rate borrowings varies
from 0.35% to 0.875% based upon a specified financial test. The Credit
Facility is unsecured and requires compliance with certain financial and other
operating covenants which limit, among other things, the incurrence of
additional indebtedness by WorldCom and restricts the payment of cash dividends
to WorldCom's shareholders. The Credit Facility is also subject to an annual
commitment fee not to exceed 0.25% of any unborrowed portion of the Credit
Facility.

On July 15, 1996, WorldCom announced that it had exercised its option to redeem
on August 16, 1996, all of the outstanding IDB WorldCom, Inc. 5% Convertible
Subordinated Notes due 2003 (the "Notes"), at a price equal to 103.5% of the
principal amount, plus accrued and unpaid interest. The conversion price for
the Notes is $19.034975 per share, resulting in the receipt of 52 shares of
WorldCom, Inc. common stock per $1,000 principal amount of the Notes plus cash
in lieu of a fractional share. The Company expects that all holders of the
Notes ($195.5 million principal amount) will elect to convert their Notes into
common stock prior to the redemption.

(E) STOCK SPLIT

On May 23, 1996, the Board of Directors authorized a 2-for-1 stock split in the
form of a 100% stock dividend which was distributed on July 3, 1996 to
shareholders of record on June 6, 1996. All per share data and numbers of
common shares have been retroactively restated to reflect the stock split.

(F) PREFERRED STOCK

In connection with the announcement in May 1996, that the Company would redeem
its Series 2 Preferred Stock on June 5, 1996, all of the remaining outstanding
Series 2 Preferred Stock (1,244,048 shares) was converted into 5,266,160 shares
of common stock of the Company in the second quarter of 1996.

(G) PROVISION TO REDUCE THE CARRYING VALUE OF CERTAIN ASSETS

In the second quarter of 1996, the Company incurred non-cash charges related to
a write-down in the carrying value of certain assets, including goodwill and
equipment. Because of events resulting from the passage of the
Telecommunications Act of 1996, and changes in circumstances impacting certain
non-core operations, management estimates of the Company's fair value of
operating assets within its core and non-core businesses resulted in a non-cash
charge of $344 million after tax or $.88 per share. On a pretax basis, the
write-down was $402 million and included $139 million for network facilities
and $263 million for non-core businesses, primarily operator services goodwill.
Fair value of the non-core business was determined by estimating the present
value of future cash flows to be generated from those operations while the
majority of the network facilities were recorded at net salvage value due to
anticipated early disposal.

In connection with the signing of agreements to provide long distance
telecommunications services to certain local exchange carriers, and after the
successful assimilation of recent facilities-based acquisitions, WorldCom
evaluated the impact that the increased traffic volumes would have on the
Company's network. This review resulted in the Company's current plans to
expand and upgrade its existing network switching, transmission and other
communications equipment. This capital project directly affected the estimated
useful lives of certain network facilities which will result in replacement of
these facilities within the next twelve months.

Additionally, due to the decreasing emphasis on operator services, including
non-renewal of existing long-term contracts, management adjusted the fair value
of this non-core business based upon its projections of future cash flow.
Operator services now comprise less than 3% of WorldCom's consolidated
revenues.

(H) EXTRAORDINARY ITEMS

In the second quarter of 1996, the Company recorded extraordinary items
totaling $24.4 million, net of income tax benefit of $15.6 million. The items
included $4.2 million in connection with the Company's debt refinancing, as
discussed in Note C and $20.2 million related to a write-off of deferred
international costs. Previously, a portion of the outbound call fee due the
foreign carrier

Page 7
<PAGE> 8
was deferred and accounted for as a cost attributable to the revenue associated
with the inbound call. Currently, the outbound call fee due the foreign
carrier is expensed as incurred.

(I) CONTINGENCIES

IDB RELATED INVESTIGATIONS. On June 9, 1994, the SEC issued a formal order of
investigation concerning certain matters, including IDB Communication Group,
Inc.'s ("IDB") financial position, books and records and internal controls and
trading in IDB securities on the basis of non-public information. The SEC has
issued subpoenas to WorldCom, IDB and others, including certain former officers
of IDB, in connection with its investigation. The National Association of
Securities Dealers and other self-regulatory bodies have also made inquiries of
IDB concerning similar matters.

The U.S. Attorney's Office for the Central District of California has issued
grand jury subpoenas to IDB seeking documents relating to IDB's first quarter
of 1994 results, the Deloitte & Touche LLP resignation, trading in IDB
securities and other matters, including information concerning certain entities
in which certain former officers of IDB are personal investors and transactions
between such entities and IDB. IDB has been informed that a criminal
investigation has commenced. The U.S. Attorney's Office has issued a grand
jury subpoena to WorldCom arising out of the same investigation seeking certain
documents relating to IDB.

OTHER. On February 8, 1996, President Clinton signed legislation, known as the
Telecommunications Act of 1996, that: permits, without limitation, the Bell
Operating Companies (the "BOCs") to provide domestic and international long
distance services to customers located outside of the BOC's home regions;
permits a petitioning BOC to provide domestic and international long distance
service to customers within its home regions upon a finding by the Federal
Communications Commission (the "FCC") that a petitioning BOC has satisfied
certain criteria for opening up its local exchange network to competition and
that its provision of long distance services would further the public interest;
and removes existing barriers to entry into local service markets.
Additionally, there are significant changes in: the manner in which
carrier-to-carrier arrangements are regulated at the federal and state level;
procedures to revise universal service standards; and, penalties for
unauthorized switching of customers. The FCC has instituted proceedings
addressing the implementation of this legislation.

On August 8, 1996 the FCC released its First Report and Order in the Matter of
Implementation of the Local Competition Provisions in the Telecommunications
Act of 1996 (the "Order"). In that Order, the FCC established nationwide rules
designed to encourage new entrants to participate in the local service markets
through interconnection with the incumbent local exchange carriers ("ILEC"),
resale of the ILEC's retail services and unbundled network elements. These
rules set the groundwork for the statutory criteria governing BOC entry into
the long distance market. The Company cannot predict the effect such
legislation or the implementing regulations will have on the Company or the
industry. However, the Company believes that it is positioned to take
advantage of business opportunities in the rapidly changing telecommunications
market.

On August 1, 1996, the FCC announced its intention to conduct a proceeding in
the Fall of 1996 leading to the reform of access charges. Such charges are a
principal component of the Company's line cost expense. The Company cannot
predict whether or not the result of such a proceeding will have a material
impact upon the Company.

The Company is involved in other legal and regulatory proceedings generally
incidental to its business. In some instances, rulings by regulatory
authorities in some states may result in increased operating costs to the
Company. While the results of these various legal and regulatory matters
contain an element of uncertainty, the Company believes that the probable
outcome of any of the legal or regulatory matters, or all of them combined,
should not have a material adverse effect on the Company's consolidated results
of operations or financial position.

(J) CONCENTRATION OF CREDIT RISK

A portion of the Company's revenues is derived from services provided to others
in the telecommunications industry, mainly resellers of long distance
telecommunications service. As a result, the Company has some concentration of
credit risk among its customer base. The Company performs ongoing credit
evaluations of its larger customers' financial condition and, at times,
requires collateral from its customers to support its receivables, usually in
the form of assignment of its customers' receivables to the Company in the
event of nonpayment.

Page 8
<PAGE> 9
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

This Quarterly Report on Form 10-Q may be deemed to include forward looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
that involve risk and uncertainty, including financial, regulatory environment
and trend projections. Although the Company believes that its expectations are
based on reasonable assumptions, it can give no assurance that its expectations
will be achieved. The important factors that could cause actual results to
differ materially from those in the forward looking statements herein include,
without limitation, the Company's high degree of financial leverage, risks
associated with debt service requirements and interest rate fluctuations, risks
associated with acquisitions and the integration thereof, risks of
international business, dependence on availability of transmission facilities,
regulation risks including the impact of the Telecommunications Act of 1996,
contingent liabilities, and the impact of competitive services and pricing, as
well as other risks referenced from time to time in the Company's filings with
the SEC. The following discussion and analysis relates to the financial
condition and results of operations of the Company for the three and six months
ended June 30, 1996 and 1995, and should be read in conjunction with the
consolidated financial statements and notes thereto.

GENERAL

The Company's continued emphasis on acquisitions has taken the Company from a
small regional long distance carrier to one of the largest long distance
telecommunications companies in the industry, serving customers domestically
and internationally. The Company's operations have grown significantly in each
year of its operations as a result of internal growth, the selective
acquisition of smaller long distance companies with limited geographic service
areas and market shares, the consolidation of certain third tier long distance
carriers with larger market shares and international expansion.

The Company's long distance revenues are derived principally from the number of
minutes of use billed by the Company. Minutes billed are those conversation
minutes during which a call is actually connected at the Company's switch
(except for minutes during which the customer receives a busy signal or the
call is unanswered at its destination). The Company's profitability is
dependent upon, among other things, its ability to achieve economies of scale
in line cost expenditures and to control and maintain selling, general and
administrative overhead costs. The principal components of line costs are
access charges and transport charges. Access charges are expenses incurred by
all interexchange carriers ("IXCs") for accessing the local networks of the
local exchange carriers ("LECs") in order to originate and terminate calls and
payments made to foreign telephone administrations to complete calls made from
the U.S. by the Company's customers. Transport charges are the expenses
incurred in transmitting calls between or within local access and transport
areas.

The most significant portion of the Company's line costs is access charges,
which are highly regulated. The FCC regulates international communications
services and interstate telephone service and certain states, through the
appropriate regulatory agency, regulate intrastate telephone service.
Accordingly, the Company cannot predict what effect continued regulation and
increased competition between LECs and other IXCs will have on future access
charges. However, the Company believes that it will be able to continue to
reduce transport costs through effective utilization of its network, favorable
contracts with carriers and network efficiencies made possible as a result of
expansion of the Company's customer base by acquisitions and internal growth.

On February 8, 1996, President Clinton signed legislation, known as the
Telecommunications Act of 1996, that: permits, without limitation, the BOCs to
provide domestic and international long distance services to customers located
outside of the BOC's home regions; permits a petitioning BOC to provide
domestic and international long distance service to customers within its home
regions upon a finding by the FCC that a petitioning BOC has satisfied certain
criteria for opening up its local exchange network to competition and that its
provision of long distance services would further the public interest; and
removes existing barriers to entry into local service markets. Additionally,
there are significant changes in: the manner in which carrier-to-carrier
arrangements are regulated at the federal and state level; procedures to revise
universal service standards; and, penalties for unauthorized switching of
customers. The FCC has instituted proceedings addressing the implementation of
this legislation.

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<PAGE> 10
governing BOC entry into the long distance market. The Company cannot predict
the effect such legislation or the implementing regulations will have on the
Company or the industry. However, the Company believes that it is positioned
to take advantage of business opportunities in the rapidly changing
telecommunications market. The enactment of this legislation has made it
possible for the Company to form business associations to provide long distance
telecommunications services with certain LECs and the Company expects to pursue
resale of local service in those markets where it is both economically and
technically feasible. While the effects of this legislation or the
implementing regulations on the Company and the industry remain uncertain, the
Company believes that it is positioned to take advantage of business
opportunities in the rapidly changing telecommunications market.

In the first quarter of 1996, the Company signed agreements to provide long
distance telecommunications services to GTE Long Distance, Ameritech
Communications, Inc. and Southwestern Bell Mobile Systems, Inc. WorldCom also
entered into an agreement to become a major provider of data telecommunications
services for Electronic Data Systems Corporation, a global information services
company.

Additionally, in response to the changing regulatory environment, WorldCom has
filed applications with public utility commissions in several states to offer
customers a full range of local telephone exchange services, an important
capability that will serve as a complement to the Company's national and
international service offerings. To date, WorldCom has received permission to
provide local service on a resale basis in California, Connecticut, Florida,
Illinois and Texas, and WorldCom has applications pending in other states.

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated the Company's
statement of operations as a percentage of its operating revenues.

For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------ ------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0%
----- ----- ----- -----

Line costs . . . . . . . . . . . . . . . . . . . . . . . . . 54.4 55.1 54.4 55.3
Selling, general and administrative . . . . . . . . . . . . . 18.4 18.1 18.4 18.3
Depreciation and amortization . . . . . . . . . . . . . . . . 6.7 8.6 7.4 8.6
Provision to reduce carrying value of certain assets . . . . 37.9 - 19.3 -
----- ----- ----- -----
Operating income (loss) . . . . . . . . . . . . . . . . . . . (17.4) 18.2 0.5 17.8
Other income (expense):
Interest expense . . . . . . . . . . . . . . . . . . . . (5.3) (7.2) (5.4) (7.2)
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 0.2 0.3 0.2 0.2
----- ----- ----- -----
Net income (loss) before income taxes and extraordinary items (22.5) 11.3 (4.7) 10.8
----- ----- ----- -----
Provision for income taxes . . . . . . . . . . . . . . . . . 0.5 4.4 2.9 4.2
----- ----- ----- -----
Net income (loss) before extraordinary items . . . . . . . . (23.0) 6.9 (7.6) 6.6
Extraordinary items, net of taxes . . . . . . . . . . . . . . (2.3) - (1.2) -
Preferred dividend requirement . . . . . . . . . . . . . . . 0.0 0.8 0.0 0.8
----- ----- ----- -----
Net income (loss) applicable to common shareholders . . . . . (25.3)% 6.1% 8.8% 5.8%
===== ===== ===== ======
</TABLE>

Revenues for the three months ended June 30, 1996 increased 19% to $1.06
billion on 5.66 billion revenue minutes as compared to $894.7 million on 4.70
billion revenue minutes for the three months ended June 30, 1995. For the six
months ended June 30, 1996, revenues increased 19% to $2.09 billion on 11.26
billion revenue minutes versus $1.76 billion on 9.27 billion revenue minutes.
The increase in total revenues and minutes is attributable to internal growth
of the Company.

The Company's second quarter switched retail and wholesale revenue, excluding
operator services traffic, increased 22% over 1995 results, while traffic
growth from these businesses approximated 21%. Private line revenues for the
three months ended June 30, 1996, also reflected positive growth, with an
increase of 24% over the 1995 results.

Page 10
<PAGE> 11
Line costs as a percentage of revenues decreased to 54.4% during the second
quarter of 1996 as compared to 55.1% for the same period in the prior year. On
a year-to-date basis, line costs as a percentage of revenues decreased to 54.4%
in 1996 from 55.3% in 1995. These decreases are attributable to changes in the
product mix, rate reductions resulting from favorable contract negotiations and
synergies and economies of scale resulting from network efficiencies achieved
from the assimilation of recent acquisitions into the Company's operations.

Selling, general and administrative expenses for the second quarter of 1996
increased to $195.1 million or 18.4% of revenues as compared to $162.3 million
or 18.1% of revenues for the second quarter of 1995. On a year-to-date basis,
these expenses increased to $384.3 million or 18.4% of revenues from $322.6
million or 18.3% of revenues for the six months ended June 30, 1995. The
increase in selling, general and administrative expenses results from the
Company's expanding operations, primarily through internal growth.

Depreciation and amortization expense for the second quarter of 1996 decreased
to $71.6 million or 6.7% of revenues from $77.1 million or 8.6% of revenues for
the second quarter of 1995. This decrease reflects the reduction in
depreciation and amortization associated with the second quarter 1996
write-down in the carrying value of goodwill and equipment. On a year-to-date
basis, this expense increased to $155.4 million or 7.4% of revenues versus
$151.5 million or 8.6% of revenues for the comparable 1995 period. This
increase reflects additional depreciation related to capital expenditures
offset by the reduction in depreciation and amortization associated with the
second quarter write-downs. The reduction in the percentage is due to a
relatively stable dollar of amortization on a higher revenue base.

Interest expense in the second quarter of 1996 was $55.9 million or 5.3% of
revenues, as compared to $64.6 million or 7.2% of revenues in the second
quarter of 1995. For the six months ended June 30, 1996, interest expense was
$112.9 million or 5.4% of revenues, as compared to $126.9 million or 7.2% of
revenues for the first six months of 1995. The decrease in interest expense is
attributable to lower interest rates in effect on the Company's long-term debt.
For the six months ended June 30, 1996 and 1995, weighted average annual
interest rates were 6.4% and 7.3%, respectively, while weighted average annual
levels of borrowing were $3.47 billion and $3.44 billion, respectively.

In the second quarter 1996, the Company recorded extraordinary items totaling
$24.4 million, net of income tax benefit of $15.6 million. The items included
$4.2 million in connection with the Company's debt refinancing, and $20.2
million related to a write-off of deferred international costs. Previously, a
portion of the outbound call fee due the foreign carrier was deferred and
accounted for as a cost attributable to the revenue associated with the inbound
call. Currently, the outbound call fee due the foreign carrier is expensed as
incurred.

For the second quarter ended June 30, 1996, net income, before non-cash
charges, increased 81% to $99.6 million compared with $54.9 million for the
1995 second quarter. Fully diluted earnings per common share, before non-cash
charges, increased 56% to $0.25 compared with $0.16 a year ago. Including the
non-cash, after-tax charges, the Company reported a net loss of $268.5 million
or $0.69 per share, for the second quarter of 1996.

For the six months ended June 30, 1996, net income, before non-cash charges,
increased 81% to $184.6 million compared with $101.9 million for the 1995 first
half. Fully diluted earnings per common share, before non-cash charges
increased 53% to $0.46 compared with $0.30 a year ago. Including the non-cash,
after-tax charges, the Company reported a net loss of $183.5 million or $0.47
for the first six months of 1996.

Page 11
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES

The Credit Facility has a five-year term and bears interest, payable quarterly,
at variable rates selected by the Company under the terms of the Credit
Facility including a Base Rate or the London Interbank Offering Rate ("LIBOR"),
plus applicable margin. The applicable margin for LIBOR rate borrowings varies
from 0.35% to 0.875% based upon a specified financial test. The Credit
Facility is unsecured and requires compliance with certain financial and other
operating covenants which limit, among other things, the incurrence of
additional indebtedness by WorldCom and restricts the payment of cash dividends
to WorldCom's shareholders. The Credit Facility is also subject to an annual
commitment fee not to exceed 0.25% of any unborrowed portion of the Credit
Facility.

The Company has historically utilized cash flow from operations to finance
capital expenditures and a mixture of cash flow, debt and stock to finance
acquisitions. The Company is committed to a priority plan of accelerating
operating cash flow to reduce debt. Additional capital availability may be
generated through a combination of commercial bank debt and public market debt.
Successful execution of the priority plan would provide continued compliance
with required operating ratio covenants and improved interest rate spread
pricing, and would eliminate any type of equity financing other than equity
issued in connection with acquisitions. No assurance can be given that the
Company will achieve its priority plan.

Borrowings under the Credit Facility bear interest at rates that fluctuate with
prevailing short-term interest rates. To protect against the effect of rising
interest rates, the Company has entered into financial hedging agreements with
various financial institutions in connection with requirements under the Credit
Facility. The hedging agreements establish capped fixed rates of interest
ranging from 7.43% to 8.3125% on an aggregate notional value of $1.7 billion
and mature in 1997. If interest rates do not reach this cap, the Company's
interest rate remains variable.

For the six months ended June 30, 1996, the Company's cash flow from operations
was $324.9 million, increasing from $242.9 million in the comparable period for
1995. The increase in cash flow from operations was primarily attributable to
internal growth.

The Company's existing $300.0 million receivables purchase agreement generated
additional proceeds of $4.6 million in the first quarter of 1996. The Company
used these proceeds to reduce outstanding debt under the Company's credit
facilities. As of June 30, 1996, the purchaser owned an undivided interest in
a $692.2 million pool of receivables which includes the $300.0 million sold.

Cash used in investing activities in the six months ended June 30, 1996 totaled
$331.6 million and included $204.9 million for normal capital expenditures and
an additional $46.7 million for additional city pair network construction.
Primary capital expenditures include purchases of switching, transmission,
communication and other equipment. The Company's current budgeted capital
expenditures for 1996 approximates $400.0 million. In addition to this amount,
the Company has additional city pair network construction opportunities which
could approximate $700.0 million to $800.0 million over the next two years.

Included in cash flows from financing activities are payments of $0.9 million
for preferred dividend requirements. In connection with the announcement in
May 1996, that the Company would redeem its Series 2 Preferred Stock on June 5,
1996, all of the remaining outstanding Series 2 Preferred Stock (1,244,048
shares) was converted into 5,266,160 shares of common stock of the Company in
the second quarter of 1996. The fully diluted common shares outstanding are
unaffected by the conversion and the Company has no further dividend
requirements.

On July 15, 1996, WorldCom announced that it had exercised its option to redeem
on August 16, 1996, all of the outstanding IDB WorldCom, Inc. 5% Convertible
Subordinated Notes due 2003 (the "Notes"). The Company expects that all
holders of the Notes will elect to convert their Notes to common stock prior to
the redemption. The fully diluted common shares outstanding are unaffected by
the conversion, and the Company will have no further cash interest requirement
related to the Notes.

Page 12
<PAGE> 13
Absent significant capital requirements for other acquisitions, the Company
believes that cash flow from operations and funds available under the Credit
Facility will be adequate to meet the Company's capital needs for the remainder
of 1996.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

There have been no material changes in the legal proceedings reported
in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, filed on March 30, 1996 except as may be reflected
in the discussion under Note I of the Notes to Consolidated Financial
Statements in Part I, Item 1, above.

Item 2. Changes in Securities.

None

Item 3. Defaults upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

On May 23, 1996, the Company held the Annual Meeting of Shareholders
for the purposes of:

1. electing a Board of twelve (12) directors;

2. considering and acting upon a proposal to amend the Company's
Amended and Restated Articles of Incorporation to increase the
number of authorized shares of common stock, par value $.01 per
share, from 500,000,000 to 750,000,000;

3. considering and acting upon a proposal to approve the Company's
Third Amended and Restated 1990 Stock Option Plan; and

4. considering and acting upon a proposal to approve the Company's
Special Performance Bonus Plan;

The tabulation of the voting (on a pre-split basis), which includes
2,633,081 equivalent shares for the Series 2 Preferred Stock, is as follows:

Page 13
<PAGE> 14
<TABLE>
<CAPTION>
Against or Abstentions and
For Withheld Broker non-votes
<S> <C> <C> <C>
Election of Directors:

Carl J. Aycock 151,704,954 4,507,406 0
Max E. Bobbitt 151,378,674 4,833,686 0
Bernard J. Ebbers 151,372,376 4,839,984 0
Francesco Galesi 151,707,183 4,505,177 0
Stiles A. Kellett, Jr. 151,699,979 4,512,381 0
Silvia Kessel 151,682,740 4,529,620 0
John W. Kluge 151,349,222 4,863,138 0
John A. Porter 151,374,820 4,837,540 0
Stuart Subotnick 151,367,296 4,845,064 0
Scott D. Sullivan 150,697,171 5,515,189 0
Lawrence C. Tucker 151,704,810 4,507,550 0
Roy A. Wilkens 150,694,160 5,518,200 0

Increase in Common Stock 128,987,563 24,585,079 2,639,718

Amendment to Stock Option Plan 121,847,588 32,794,995 1,569,777

Special Performance Bonus Plan 149,185,958 3,275,530 3,750,872

Item 5. Other Information.

None

Item 6. Exhibits and Reports on Form 8-K.

A. Exhibits

See Exhibit Index

B. Reports on Form 8-K

None
</TABLE>

Page 14
<PAGE> 15
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report on Form 10-Q to be signed on its
behalf by Scott D. Sullivan, thereunto duly authorized to sign on behalf of the
registrant and as the principal financial officer thereof.

WORLDCOM, INC.

By: /s/ Scott D. Sullivan
-----------------------------------
Scott D. Sullivan
Chief Financial Officer

Dated: August 14, 1996

Page 15
<PAGE> 16
EXHIBIT INDEX

Exhibit
No. Description
- ------- -----------

3(i) Amended and Restated Articles of Incorporation of the
Company (including preferred stock designations) as
of September 15, 1993, as amended by Articles of
Amendment dated May 26, 1994, as amended by Articles
of Amendment dated May 25, 1995 (incorporated herein
by reference to Exhibit 4.1 to the Annual Report on
Form 10-K filed by the Company for the year ended
December 31, 1995)

3(ii) Articles of Amendment to the Amended and Restated
Articles of Incorporation dated May 23, 1996

3(iii) Bylaws of the Company

10.1 Amended and Restated Credit Agreement among the
Company, Nations Bank of Texas, N.A. (Managing Agent
and Administrative Agent), Bank of America Illinois,
The Bank of New York, The Bank of Nova Scotia,
Canadian Imperial Bank of Commerce, Chemical Bank,
Credit Lyonnais New York Branch, First Union National
Bank of North Carolina, The Industrial Bank of Japan,
Limited, Atlanta Agency, The First National Bank of
Chicago, The Long-Term Credit Bank of Japan, Limited,
New York Branch, Toronto Dominion (Texas), Inc., and
Wachovia Bank of Georgia N.A., (Agents) and the
Lenders named therein (Lenders) dated as of June 28,
1996.

10.2 WorldCom, Inc. Third Amended and Restated 1990 Stock
Option Plan (incorporated herein by reference to
Exhibit A to the Company's Proxy Statement dated
April 22, 1996 used in connection with the Company's
1996 Annual Meeting of Shareholders) (Compensatory
Plan)

10.3 WorldCom, Inc. Special Performance Bonus Plan
(incorporated by reference to Exhibit B to the
Company's Proxy Statement dated April 22, 1996 used
in connection with the Company's 1996 Annual Meeting
of Shareholders) (Compensatory Plan)

11.1 Computation of Per Share Earnings

18.1 Letter regarding change in accounting principles

27.1 Financial Data Schedule

Page 16

<PAGE> 1

EXHIBIT 3(ii)

ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
WORLDCOM, INC.

The name of the corporation is "WorldCom, Inc." (the "Corporation").

Effective the date hereof, Section A of Article Four of the
Corporation's Amended and Restated Articles of Incorporation is amended, in its
entirety, to read as follows:

A. Common Stock. The authorized voting common stock of
the Corporation is seven hundred fifty million (750,000,000) shares,
par value $.01 per share.

All other provisions of the Amended and Restated Articles of
Incorporation, as previously amended, shall remain in full force and effect.

The foregoing amendment was duly approved by the shareholders of
the Corporation in accordance with the provisions of Section 14-2-1003 of
the Georgia Business Corporation Code and adopted on May 23, 1996.

IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed and attested by its duly authorized officers this
23rd day of May, 1996.

WORLDCOM, INC.

By: /s/ Bernard J. Ebbers
-----------------------------------
Bernard J. Ebbers, President

[CORPORATE SEAL]

ATTEST:

By: /s/ Scott D. Sullivan
----------------------------
Scott D. Sullivan, Secretary

<PAGE> 1

EXHIBIT 3(iii)

BYLAW AMENDMENTS ADOPTED BY

THE BOARD OF DIRECTORS OF WORLDCOM, INC.

ON MAY 23, 1996

RESOLVED, that the following phrase be deleted at the end of the first
sentence of Article III, Section 2 of the Bylaws of the Company:

"provided, however, that if the holders of Series 1 Preferred Stock
shall be entitled, voting as a separate class, to elect one or more
directors in accordance with the voting provisions set forth in
Exhibit A of the Articles of Incorporation, no increase in the number
of directors shall be effected by the Board of Directors except (i) as
permitted in said Exhibit A, or (ii) with the consent or approval of
the holders of not less than a majority of the then outstanding shares
of Series 1 Preferred Stock."

RESOLVED, that the fifth sentence of Article V, Section 1 of the
Bylaws of the Company be deleted in its entirety and that the following
sentence be inserted in its place:

"The name and address of the person to whom the shares represented
thereby are issued, with the number and class of shares, the
designation of the series, if any, the certificate represents, and
date of issue, shall be entered on the stock transfer books of the
corporation."

RESOLVED, that a new provision be added as Article V, Section 2 of the
Bylaws, to read as follows:

"Section 2. Shares without Certificates. Shares of common stock of
the corporation need not be represented by certificates. The Board of
Directors of the corporation may authorize the issuance of some or all
of the shares of any or all of the corporation's other classes or
series of stock without certificates. Any such authorization shall
not affect shares already represented by certificates until such
certificated shares are surrendered to the corporation. Within a
reasonable time after the issue or transfer of shares without
certificates, the corporation shall send to the holder thereof a
written statement which includes: (1) the name of the corporation and
that it is organized under the laws of the State of Georgia; (2) the
name of the person to whom the shares are issued; (3) the number and
class and designation of the series, if any, of the shares; and (4)
any restrictions on the transfer or registration of transfer of such
shares."

<PAGE> 2
RESOLVED, that Article V, Section 2 of the Bylaws of the Company be
redesignated as Article V, Section 3 and that the following phrase be added at
the end of the first sentence of said section:

", if a certificate representing such shares shall have
been issued."

RESOLVED, that the officers of the Company be, and each of them hereby
is, authorized to prepare a restatement of the Company's Bylaws reflecting the
foregoing amendments and to take such other actions as they may deem necessary
or appropriate in order to effectuate fully the foregoing resolutions.

-2-

<PAGE> 3

Adopted September 15, 1993

BYLAWS
OF
LDDS COMMUNICATIONS, INC.

(a Georgia Corporation)

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

ARTICLE I

OFFICES

The principal office of the corporation shall be
located in Jackson, Mississippi. The principal books of the corporation shall
be kept at such principal office, with necessary books and records being kept
at such other place or places as the Board of Directors may from time to time
determine. The registered office of the corporation required by the Georgia
Business Corporation Code shall be located within the State of Georgia. The
corporation may have such other offices, either within or without the State of
Georgia, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of
the shareholders shall be held on the date and time fixed by the Board of
Directors for the purpose of electing directors and for the transaction of such
other business as may properly be brought before the meeting.

Section 2. Special Meetings. Special meetings of
the shareholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the Board of Directors or President, and shall be
called by the President at the written request of the holders of not less than
forty percent (40%) of all the votes entitled to be cast on any issue to be
considered at the meeting, which written request must describe the purpose or
purposes for which the special meeting is to be held.

Section 3. Place of Meeting. Meetings of the
shareholders shall be held at such place as may be designated by the Board of
Directors and stated in the notice of meeting.

Section 4. Notice of Meeting. Written notice
stating the place, date and time of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall, unless
otherwise prescribed by statute, be delivered to each shareholder of record
entitled to vote at such meeting not less than ten (10) days or more than sixty
(60) days before the date of the meeting.
<PAGE> 4
Section 5. Record Date. In order that the
corporation may determine the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other action, the Board of
Directors may fix, in advance, a record date, which shall not be more than
seventy (70) nor less than ten (10) days before the date of such meeting or
action. If no record date is fixed, (i) the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the day before the day on which the first
notice is given to such shareholders, and (ii) the record date for determining
shareholders for any other purpose shall be at the close of business on the day
which the Board of Directors authorizes the action. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting, unless the Board of
Directors fixes a new record date. The Board of Directors is required to fix a
new record date if the meeting is adjourned to a date more than one hundred
twenty (120) days after the date fixed for the original meeting.

Section 6. Voting Record. The officer or agent
having charge of the stock transfer books for shares of the corporation shall
make a complete record of the shareholders entitled to vote at each meeting of
shareholders or any adjournment thereof, arranged by voting group in
alphabetical order, with the address of and the number of shares held by each.
Such record shall be produced and kept open beginning two (2) business days
after notice of the meeting through the meeting at the corporation's principal
office. Upon written demand of a shareholder, such record shall be subject to
inspection by the shareholder during regular business hours during such time.
Such record may also be copied by any shareholder, at his expense, if such
shareholder does so in good faith, for a proper purpose and in compliance with
statutory requirements.

Section 7. Quorum. The holders of shares entitled
to vote as a separate voting group may take action on a matter at a meeting
only if a quorum exists with respect to that matter. Unless the Articles of
Incorporation or the Georgia Business Corporation Code, as amended from time to
time, provides otherwise, the holders of a majority of the votes entitled to be
cast on a matter by the voting group constitute a quorum of that voting group
for action on that matter. Once a share is represented for any purpose at a
meeting, the holder is deemed present for quorum purposes for the remainder of
the meeting, unless a new record date is or must be set for an adjournment of
such meeting.

Section 8. Proxies. At all meetings of
shareholders, a shareholder may vote in person or by proxy executed in writing
by the shareholder or by his duly authorized attorney-in-fact. Such proxy
shall be filed with the Secretary of the corporation before or at the time of
the meeting. No proxy shall be valid after eleven (11) months from the date of
its execution, unless otherwise provided in the proxy. The appointment of a
proxy is revocable by the shareholder, unless the appointment form
conspicuously states that it is irrevocable and the appointment is coupled with
an interest.

Section 9. Voting of Shares. Directors shall be
elected by a plurality of the votes cast by shareholders entitled to vote in
the election at a meeting at which a quorum is

- 2 -
<PAGE> 5
present. Shareholder action on all other matters shall be approved if the
votes cast in favor of the action exceed the votes cast in opposition to such
action, unless otherwise provided by law or the Articles of Incorporation. If
two or more groups are entitled to vote separately on a matter, action on a
matter is taken only when approved by each voting group. Each outstanding
share of the capital stock having voting power shall be entitled to one vote
upon each matter submitted to a vote at a meeting of shareholders; provided,
however, that the preferred stock of the corporation outstanding, if any, shall
have such voting rights as granted to such shares of preferred stock in or
pursuant to the corporation's Articles of Incorporation.

Section 10. Adjournment. When a meeting of
shareholders is adjourned to another date, time or place, notice need not be
given of the adjourned meeting if the new date, time and place are announced at
the meeting before the adjournment; provided, however, that if a new record
date is or must be fixed under the Georgia Business Corporation Code, as
amended from time to time, or these Bylaws, a notice of the adjourned meeting
must be given to shareholders as of the new record date. At the adjourned
meeting the shareholders may transact any business which might have been
transacted had a quorum been present at the time originally designated for the
meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Powers. The powers of the
corporation shall be exercised, its business conducted and managed, and its
property controlled under the direction of the Board of Directors.

Section 2. Number, Tenure and Qualifications. The
number of directors of the corporation shall be not less than three (3); the
number thereof to be determined from time to time by the Board of Directors;
provided, however, that if the holders of Series 1 Preferred Stock shall be
entitled, voting as a separate class, to elect one or more directors in
accordance with the voting provisions set forth in Exhibit A of the Articles of
Incorporation, no increase in the number of directors shall be effected by the
Board of Directors except (i) as permitted in said Exhibit A, or (ii) with the
consent or approval of the holders of not less than a majority of the then
outstanding shares of Series 1 Preferred Stock. Each director shall hold
office until the next annual meeting of shareholders following his election or
appointment and until his successor shall have been elected and qualified or
until his earlier resignation, removal from office, or death. A director need
not be a resident of the State of Georgia or a shareholder of the corporation.

Section 3. Nomination. Nominations for the election
of directors at an annual meeting of shareholders will be made by the Board of
Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote in the election of directors at the meeting.
Shareholders entitled to vote in such election may nominate one or more persons
for election as directors only if written notice of such shareholder's intent
to make such nomination or nominations has been given either by personal
delivery or by United States mail, postage

- 3 -
<PAGE> 6
prepaid, to the Secretary of the corporation not later than ninety (90) days
prior to the anniversary date of the immediately preceding annual meeting.
Such notice shall set forth: (a) the name and address of the shareholder who
intends to make the nomination and of the person or persons to be nominated;
(b) a representation that the shareholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (d) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (e) the consent of each nominee to serve as a director of the
corporation if so elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.

Section 4. Regular Meetings. A regular meeting of
the Board of Directors shall be held without notice other than this Bylaw
immediately after, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide, by resolution, the time and
place for the holding of additional regular meetings without notice other than
such resolution.

Section 5. Special Meetings. Special meetings of
the Board of Directors may be called by or at the request of the Chairman of
the Board, the President or a majority of directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any place
as the place for holding any special meeting of the Board of Directors so
called.

Section 6. Chairman of the Board. The Chairman of
the Board shall be chosen from among the members of the Board of Directors. If
requested to do so, the Chairman of the Board shall preside at all meetings of
the Board of Directors and shareholders. The Chairman of the Board shall
perform such other duties as from time to time may be assigned by the Board of
Directors.

Section 7. Telephonic Meetings. Meetings of the
Board of Directors may be conducted by conference telephone or similar
communications equipment by means of which all person participating can hear
each other, and participation in such a meeting shall constitute presence in
person at such meeting.

Section 8. Notice of Meeting. Notice of any special
meeting shall be given at least one (1) day prior thereto. Notice is not
required prior to any regular meeting of the Board of Directors. Any director
may waive notice of any meeting. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

- 4 -
<PAGE> 7
Section 9. Adjournment. When a meeting of the Board
of Directors is adjourned to another time or place, notice need not be given of
the adjourned meeting if the new time and place are fixed at the meeting at
which the adjournment is taken and if the period of adjournment does not exceed
one (1) month in any one adjournment. At the adjourned meeting the Board of
Directors may transact any business which might have been transacted had a
quorum been present at the time originally designated for the meeting.

Section 10. Quorum and Voting. A quorum of the
Board of Directors consists of a majority of the number of directors fixed
pursuant to these Bylaws. The affirmative vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, except as otherwise may be specifically provided by law, by the
Articles of Incorporation or by these Bylaws.

Section 11. Action without a Meeting. Any action
required or permitted to be taken by the Board of Directors at a meeting may be
taken without a meeting if all members of the Board consent thereto in writing,
setting forth the action so taken, and there is an affirmative vote of the
number of directors which would be necessary to authorize or take such action
at a meeting, evidenced in writing. The writing or writings are to be filed
with the minutes of the proceedings of the Board.

Section 12. Vacancies. Any vacancy occurring on the
Board of Directors created by an increase in the number of directors by action
of the shareholders shall be filled by the shareholders in the same manner as
at an annual election. The Board of Directors shall fill any vacancy occurring
on the Board created by an increase in the number of directors by action of the
Board or the removal or resignation of a director as set forth in Sections 14
and 15 of this Article III, except such vacancy shall be filled pursuant to the
Articles of Incorporation to the extent the Articles of Incorporation provide
that a class of shareholders may fill a vacancy created by the removal or
resignation of a director elected by that class. A director elected to fill a
vacancy shall hold office for the unexpired term of his predecessor.

Section 13. Compensation. By resolution of the
Board of Directors, each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid a stated
salary as director, or a fixed sum for attendance at each meeting of the Board
of Directors, or both, payable in cash or securities of the corporation. No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

Section 14. Removal. Any or all of the directors
may be removed with or without cause by majority vote of the shares represented
at a meeting of the shareholders at which a quorum is present.

Section 15. Resignation. A director may resign at
any time by delivering written notice to the corporation, the Chairman of the
Board, the Board of Directors or the President. A resignation is effective
when the notice is delivered unless the notice specifies a later effective
date.

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<PAGE> 8
ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation
shall be a President and a Secretary, each of whom shall be elected by the
Board of Directors. The Board may also elect or appoint a Chairman of the
Board, one or more Vice Presidents (with or without a modified title such as
"Senior," "Executive," or "Assistant"), an Assistant Secretary, a Treasurer, an
Assistant Treasurer and such other officers and assistant officers as may be
deemed necessary. One person may hold any number of such offices, except the
President may not hold the office of Senior Vice President, Vice President,
Secretary or Assistant Secretary, and the Secretary and Treasurer shall not
hold the office of Assistant Secretary and Assistant Treasurer, respectively.

Section 2. Election and Term of Office. The
officers of the corporation shall be elected from time to time by the Board of
Directors, as it deems advisable. Each officer shall hold office until his
successor shall have been duly elected and qualified, or until his death, or
until he shall resign or shall have been removed in the manner hereinafter
provided.

Section 3. Removal. The Board of Directors may
remove any officer or agent of the corporation at any time with or without
cause. Removal of an officer or agent shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of
an officer or agent shall not of itself create any contract rights.

Section 4. Resignation. Any officer may resign at
any time by delivering notice to the corporation. A resignation is effective
when the notice is delivered unless the notice specifies a later effective
date. If a resignation is made effective at a later date and the corporation
accepts the future effective date, the Board of Directors may fill the pending
vacancy before the effective date if it provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the corporation's contract rights, if any, with the officer.

Section 5. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification, or otherwise, may be
filled by the Board of Directors for the unexpired portion of the term. In the
event of an absence of any officer of the corporation, or for any other reason
which the Board of Directors may deem sufficient, the Board may delegate for
the time being the powers or duties, or any of them, of such officer to any
other officer or director, in connection with these Bylaws.

Section 6. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of Directors, and no officer
shall be prevented from receiving such salary by reason of the fact that he is
also a director of the corporation.

Section 7. President. The President shall be the
chief executive officer of the corporation and, subject to the control of the
Board of Directors, shall be primarily responsible for the general management
of the business affairs of the corporation and for implementing the

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<PAGE> 9
policies and directives of the Board of Directors, shall in general supervise
and control all of the business and affairs of the corporation and shall see
that all orders and resolutions of the Board of Directors are carried into
effect, shall have authority to make contracts on behalf of the corporation in
the ordinary course of business of the corporation, shall preside at all
meetings of the Board of Directors and shareholders if requested to do so and
shall perform such other duties as from time to time may be assigned by the
Board of Directors.

Section 8. The Vice Presidents. The Vice Presidents
shall assist the President in the management of the business. During the
absence or disability of the President, the Vice Presidents in the order
designated by the President or the Board of Directors, or in the absence of any
designation, then in the order of their election, shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. The Vice Presidents shall perform
such other duties as from time to time may be assigned to them by the
President.

Section 9. The Secretary. The Secretary shall: (a)
keep the minutes of the proceedings of the shareholders, the Board of Directors
and the standing committees in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the corporate records and of
the seal of the corporation and see that the seal of the corporation is affixed
to all documents, the execution of which on behalf of the corporation under its
seal is duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign, with the President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors or the President.

Section 10. The Treasurer. The Treasurer shall be
the chief financial officer of the corporation and shall have custody of all
valuables. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive and
give receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the corporation's account(s); and
(c) in general perform all of the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President.

Section 11. Assistant Secretaries and Assistant
Treasurers. The Assistant Secretaries may sign with the President certificates
for shares of the corporation, the issuance of which shall have been authorized
by a resolution of the Board of Directors. The Assistant Treasurers shall, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors
shall determine. The Assistant Secretaries and Assistant Treasurers, in
general, shall perform such duties as shall be assigned to them by the
Secretary or the Treasurer, respectively, or the President.

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<PAGE> 10
ARTICLE V

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Shares may be
issued by the corporation by the delivery of certificates representing such
shares and in such form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the Secretary or an
Assistant Secretary. The signature of such officers upon a certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar, other than the corporation itself or one of its employees.
Each certificate for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled, and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a
lost, destroyed, or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the corporation as the President or the Board of
Directors may prescribe.

Section 2. Transfer of Shares. Transfers of shares
of the corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal representative, who
shall furnish proper evidence of his authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the corporation or a transfer agent or registrar, and on surrender
for cancellation of the certificate for such shares. The person in whose name
shares stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be
determined and fixed by the Board of Directors.

ARTICLE VII

CORPORATE SEAL

The Board of Directors of the corporation may adopt a
corporate seal for the corporation and when so adopted and impressed on the
margin hereof or the margin of the minutes of the meeting at which the seal is
adopted, the same shall be and constitute the corporate seal of this
corporation, but unless and until such action be taken by the Board of
Directors, this corporation shall have no corporate seal. In the event that no
corporate seal is adopted, or if it is inconvenient to use such seal at any
time, the signature of the corporation followed by the word

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<PAGE> 11
"Seal" enclosed in parentheses shall be deemed the seal of the corporation, but
the absence of such seal on any instrument, or its addition thereto, shall not
affect its character or validity or legal effect in any respect.

ARTICLE VIII

WAIVER OF NOTICE

Whenever any notice is required to be given to any
shareholder or director of the corporation pursuant to law or under the
provisions of the Articles of Incorporation or these Bylaws, a waiver thereof
in writing signed by the person or persons entitled to such notice delivered to
the corporation and filed in the corporation's minutes or corporate records,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. A shareholder's or director's attendance at, or
participation in, a meeting shall constitute waiver of notice and consent to
the consideration of matters not described in any notice as set forth in the
Georgia Business Corporation Code, as amended from time to time. Neither the
business to be transacted at, nor the purpose of, any meeting of the
shareholders or directors is required to be specified in any waiver of notice.

ARTICLE IX

COMMITTEES

Section 1. Appointment. The Board of Directors, by
resolution adopted by a majority of all the directors in office when the action
is taken, may designate one or more of its members to constitute a committee.
The designation of a committee and the delegation of authority thereto shall
not operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any
absent or disabled member at any meeting of the committee.

Section 2. Tenure. The members of a committee serve
at the pleasure of the Board of Directors, which may at any time, for any or no
reason, remove any individual committee member, increase or decrease the number
of members of a committee, or terminate the existence of a committee. The
membership of a committee member shall terminate on the date of his removal,
resignation or death. The Board of Directors may fill any vacancy on a
committee created by removal, resignation, death or an increase in the number
of members of the committee.

Section 3. Authority. All duly delegated committees
may exercise such power and authority in the management of the business and
affairs of the corporation as specified by resolution of the Board of Directors
and to the extent allowed by applicable law, the Articles of Incorporation and
these Bylaws and may have power to authorize the seal of the corporation to be
affixed to all papers which may require it.

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<PAGE> 12
Section 4. Executive Committee. The Board of
Directors may appoint an Executive Committee which, to the extent permitted by
law, shall have and may exercise when the Board of Directors is not in session
all powers of the Board of Directors regarding the supervision of the
management of the business and affairs of the corporation. The Executive
Committee shall be chaired by the President of the corporation.

ARTICLE X

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. Indemnification for Third Party Actions.
Under the circumstances prescribed in Sections 3 and 4 of this Article, the
corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in a manner he believed in good faith to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

Section 2. Indemnification for Derivative Actions.
Under the circumstances prescribed in Sections 3 and 4 of this Article, the
corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted
in good faith and in a manner he believed in good faith to be in or not opposed
to the best interests of the corporation; except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

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<PAGE> 13
Section 3. Indemnification for Expenses. To the
extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

Section 4. Determination as to Indemnification.
Except as provided in Section 3 of this Article and except as may be ordered by
a court, any indemnification under Sections 1 and 2 of this Article shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 1 and 2. Such determination shall be made (1) by
the Board of Directors by a majority vote of a quorum consisting of directors
not at the time parties to the proceeding; (2) if a quorum cannot be obtained
under paragraph (1) of this subsection, by majority vote of a committee duly
designated by the Board of Directors (in which designation directors who are
parties may participate), consisting solely of two (2) or more directors not at
the time parties to the proceeding; (3) by special legal counsel (A) selected
by the Board of Directors or a committee thereof in the manner prescribed in
paragraph (1) or (2) of this subsection, or (B) if a quorum of the Board of
Directors cannot be obtained under paragraph (1) of this subsection and a
committee cannot be designated under paragraph (2) of this subsection, selected
by majority vote of the full Board of Directors (in which selection directors
who are parties may participate); or (4) by the shareholders, but shares owned
by or voted under the control of directors who are at the time parties to the
proceeding may not be voted on the determination. The obligation to indemnify
and the evaluation as to reasonableness of expenses shall be made in the same
manner as the determination whether indemnification is proper is made, except
that if the determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses also shall be
made by such special legal counsel.

Section 5. Advancement of Expenses. Reasonable
expenses incurred by a director, officer, employee or agent who is a party to a
civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt of (1) a
written affirmation from the director, officer, employee or agent of his good
faith belief that he has met the standard of conduct set forth in Sections 1
and 2 of this Article, and (2) a written undertaking, executed personally or on
behalf of such director, officer, employee or agent, to repay any advances if
it ultimately shall be determined that he is not entitled to be indemnified by
the corporation as authorized in this section.

Section 6. Indemnification not Exclusive. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights, in respect of indemnification or otherwise, to which those
seeking indemnification may be entitled under any Bylaw or resolution approved
by the affirmative vote of the holders of a majority of the shares entitled to
vote thereon taken at a meeting the notice of which specified that such Bylaw
or resolution would be placed before the shareholders, both as to action by a
director, officer, employee or agent in his official capacity while holding
such office or position, and as to action by a person who has ceased to be

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<PAGE> 14
a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

Section 7. Insurance. The corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under the provisions of this
Article.

Section 8. Statement to Shareholders. If and as
required by the Georgia Business Corporation Code, as amended from time to
time, the corporation shall send to its shareholders a statement regarding
expenses or other amounts paid by way of indemnification.

ARTICLE XI

AMENDMENTS

The Bylaws of the corporation may be altered, amended
or repealed, and new Bylaws may be adopted, by the shareholders at any annual
or special meeting of the shareholders or by the Board of Directors at any
regular or special meeting of the Board of Directors; provided, however, that,
the notice of such meeting shall specify that amendments to the Bylaws will be
considered at such meeting and shall summarize the proposed amendments; and
provided further, that the Bylaws may not be altered, amended or repealed by
the Board of Directors to the extent: (1) the Articles of Incorporation or
applicable law reserve the power to alter, amend or repeal a particular Bylaw
exclusively to the shareholders, in whole or in part; or (2) the shareholders
in altering, amending or repealing a particular Bylaw provide expressly that
the Board of Directors may not alter, amend or repeal that Bylaw.

ARTICLE XII

ARTICLES OF INCORPORATION

In the event that any provision of these Bylaws is
inconsistent or in conflict with any provision contained in the corporation's
Articles of Incorporation (including any amendment thereto setting forth the
preferences, limitations and rights of any series or class of the corporation's
preferred stock) the provision contained in the Articles of Incorporation shall
govern.

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<PAGE> 1
EXHIBIT 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

among

WORLDCOM, INC.,
Borrower

NATIONSBANK OF TEXAS, N.A.,
Managing Agent and Administrative Agent

BANK OF AMERICA ILLINOIS,
THE BANK OF NEW YORK,
THE BANK OF NOVA SCOTIA,
CANADIAN IMPERIAL BANK OF COMMERCE,
CHEMICAL BANK,
CREDIT LYONNAIS NEW YORK BRANCH,
FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY,
THE FIRST NATIONAL BANK OF CHICAGO,
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, NEW YORK BRANCH,
TORONTO DOMINION (TEXAS), INC.,
and
WACHOVIA BANK OF GEORGIA, N.A.,
Agents

and

THE LENDERS NAMED HEREIN,
Lenders

$3,750,000,000

DATED AS OF JUNE 28, 1996
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
SECTION 1 DEFINITIONS AND TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Number and Gender of Words; Other References . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
1.3 Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

SECTION 2 COMMITMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.1 Revolving Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.2 LC Subfacility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.3 Swing Line Subfacility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.4 Competitive Bid Subfacility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.5 Termination of Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.6 Borrowing Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

SECTION 3 TERMS OF PAYMENT; GUARANTIES; NEGATIVE PLEDGE . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.1 Notes and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.2 Interest and Principal Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.3 Interest Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.4 Quotation of Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.5 Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.6 Interest Recapture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.7 Interest Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.8 Maximum Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.9 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.10 Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.11 Order of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.12 Sharing of Payments, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.13 Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.14 Booking Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.15 Basis Unavailable or Inadequate for LIBOR Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.16 Additional Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.17 Change in Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
3.18 Consequential Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
3.19 Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
3.20 Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 4 FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.1 Treatment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.2 Fees of Administrative Agent and Arranger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.3 Standby LC Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.4 LC Issuance and Fronting Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.5 Competitive Bid Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.6 Agent and Co-Agent Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.7 Amendment Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.8 Incremental Facility Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.9 Commitment Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>

(i)
<PAGE> 3
<TABLE>
<S> <C> <C>
SECTION 5 CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.1 Conditions Precedent to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.2 Conditions Precedent to a Permitted Acquisition. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.3 Conditions Precedent to Each Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.4 Conditions Precedent to Availability of the Incremental Commitment. . . . . . . . . . . . . . . . . 34

SECTION 6 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.1 Purpose of Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.2 Existence, Good Standing, Authority, and Authorizations . . . . . . . . . . . . . . . . . . . . . . 35
6.3 Subsidiaries; Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.4 Authorization and Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.5 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.7 Litigation, Claims, Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.8 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.9 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.11 Properties; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.12 Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.13 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.14 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.15 Material Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.16 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.17 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.18 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.19 Trade Names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.20 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.21 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.22 Regulation U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.23 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SECTION 7 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.1 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.2 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.3 Items to be Furnished . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.4 Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.6 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.7 Maintenance of Existence, Assets, and Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.9 Preservation and Protection of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
7.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
7.11 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
7.12 Debt and Contingent Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
7.13 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.14 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.15 Compliance with Laws and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.16 Permitted Acquisitions; Subsidiary Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

7.17 New Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.18 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
</TABLE>

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7.19 Fiscal Year and Accounting Methods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.20 Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.21 Loans, Advances, and Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.22 Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.23 Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.24 Financial Hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.25 Amendments to Certain Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.26 Mergers and Dissolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.27 Inactive Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.28 Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 8 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.1 Payment of Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.2 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.3 Debtor Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.4 Judgments and Attachments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.5 Government Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.6 Misrepresentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.7 SEC Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.8 Financial Hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.9 Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.10 Ownership of Other Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.11 Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.12 Default Under Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.13 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.14 LCs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.15 Validity and Enforceability of Loan Papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.16 Payment of Note Agreement Debt and IDB Subordinated Debt. . . . . . . . . . . . . . . . . . . . . . 53
8.17 Default or Acceleration under any Note Agreement or the IDB Subordinated Debt Indenture . . . . . . 54
8.18 Redemption of IDB Subordinated Debt and Note Agreement Debt. . . . . . . . . . . . . . . . . . . . . 54

SECTION 9 RIGHTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.1 Remedies Upon Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.2 Company Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.3 Performance by Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.4 Delegation of Duties and Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.5 Not in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.6 Course of Dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.7 Cumulative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.8 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
9.9 Diminution in Value of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
9.10 Certain Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
9.11 Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
9.12 Expenditures by Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
9.13 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 10 AGREEMENT AMONG LENDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.1 Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
</TABLE>

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<TABLE>
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10.3 Proportionate Absorption of Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.4 Delegation of Duties; Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.5 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.6 Default; Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.7 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.8 Relationship of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.9 Foreign Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.10 Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.11 Agents and Co-Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

SECTION 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.1 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.2 Nonbusiness Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.3 Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.4 Form and Number of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.5 Exceptions to Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.6 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
11.8 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
11.9 Entirety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
11.10 Jurisdiction; Venue; Service of Process; Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . 63
11.11 Amendments, Consents, Conflicts, and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.12 Multiple Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.14 Successors and Assigns; Participation; Novation . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.15 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances . . . . . . . . . . . . 67
11.16 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
11.17 Restatement of Existing Agreement, Repayment of Non-Participating
Existing Lenders, and Settlement of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
</TABLE>

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<PAGE> 6
SCHEDULES AND EXHIBITS

<TABLE>
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Schedule 2.1 - Lenders and Commitments
Schedule 4.7 - Amendment Fees
Schedule 4.8 - Incremental Facility Fees
Schedule 5.1 - Conditions Precedent to Closing
Schedule 6.2(a) - Exceptions Regarding Material Authorizations
Schedule 6.2(b) - FCC and PUC Authorizations
Schedule 6.3(a) - Subsidiaries
Schedule 6.3(b) - Warrants, Options, or Other Rights
Schedule 6.7(a) - Litigation Reasonably Likely to be a Material Adverse Event
Schedule 6.7(b) - Other Litigation
Schedule 6.9 - Environmental Matters
Schedule 6.11 - Properties
Schedule 6.13 - Transactions with Affiliates
Schedule 6.19 - Trade Names
Schedule 6.20 - Intellectual Property
Schedule 7.12 - Existing Debt
Schedule 7.13 - Existing Liens
Schedule 7.16 - Requirements for a Permitted Acquisition
Schedule 7.21 - Other Investments
Schedule 7.24 - Existing Financial Hedges

Exhibit A-1 - Form of Amended and Restated Revolving Note
Exhibit A-2 - Form of Amended and Restated Competitive Bid Note
Exhibit A-3 - Form of Amended and Restated Swing Line Note
Exhibit B - Guaranty
Exhibit C-1 - Form of Notice of Borrowing
Exhibit C-2 - Form of Notice of Conversion
Exhibit C-3 - Form of Notice of LC
Exhibit C-4 - Form of Competitive Bid Request
Exhibit C-5 - Form of Notice to Lenders of Competitive Bid Request
Exhibit C-6 - Form of Competitive Bid
Exhibit D - Administrative Questionnaire
Exhibit E-1 - Compliance Certificate
Exhibit E-2 - Permitted Acquisition Compliance Certificate
Exhibit F - Assignment and Assumption Agreement
Exhibit G-1 - Form of Opinion of General Counsel of Borrower
Exhibit G-2 - Form of Opinion of Special Communications Counsel
Exhibit G-3 - Form of Opinion of Special New York and Delaware Counsel
Exhibit G-4 - Form of Opinion of Special Alabama Counsel
Exhibit G-5 - Form of Opinion of Special California Counsel
Exhibit G-6 - Form of Opinion of Special Georgia Counsel

* The Registrant hereby agrees to furnish supplementally a copy of any omitted
Schedules to this Agreement to the Securities and Exchange Commission upon its
request.
</TABLE>

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<PAGE> 7
AMENDED AND RESTATED CREDIT AGREEMENT

THIS AGREEMENT is entered into as of June 28, 1996, among WORLDCOM,
INC. (FORMERLY KNOWN AS LDDS COMMUNICATIONS, INC.), a Georgia corporation
("BORROWER"), Lenders (hereinafter defined), the Agents (hereinafter defined),
the Co-Agents (hereinafter defined), and NATIONSBANK OF TEXAS, N.A., as a
Lender and as Administrative Agent (hereinafter defined) for itself and the
other Lenders.

RECITALS

A. Borrower, certain lenders, and Administrative Agent are
parties to the Credit Agreement (as renewed, extended, or amended, the
"EXISTING AGREEMENT") dated as of December 21, 1994, providing for, among other
things, (i) a revolving loan and standby letter of credit facility in the
aggregate principal amount of up to $2,160,000,000, and (ii) a term loan
facility in the aggregate principal amount of $1,250,000,000.

B. Borrower has requested that the lenders under the Existing
Agreement (collectively, the "EXISTING LENDERS") entirely amend, modify, and
restate the Existing Agreement in the form of this Agreement (i) to provide for
the renewal and extension of the indebtedness under the Existing Agreement and
the modification and consolidation of the term loan facility and the revolving
loan facility under the Existing Agreement into a single revolving facility
evidenced by this Agreement, and (ii) to increase the aggregate commitments of
the Lenders (hereinafter defined) to $3,750,000,000.

C. Upon and subject to the terms and conditions of this
Agreement, Lenders are willing to entirely amend and restate the Existing
Agreement.

Accordingly, in consideration of the mutual covenants contained
herein, Borrower, Administrative Agent, Agents, Co-Agents, and Lenders agree
that the Existing Agreement shall be amended and restated in its entirety, as
follows:

SECTION 1 DEFINITIONS AND TERMS.

1.1 Definitions. As used herein:

ACCOUNTS RECEIVABLE FINANCING means any transaction or series of
transactions that may be entered into by any Company pursuant to which such
Company or any of its Subsidiaries may sell, convey, grant a security interest
in, or otherwise transfer, undivided percentage interests in the Receivables
Program Assets; provided that, for purposes of determinations made pursuant to
SECTIONS 7.23(F) and 7.12(H), any Accounts Receivable Financing involving a
sale of Receivables Program Assets to the Receivables Subsidiary by any
Restricted Company and a subsequent substantially concurrent resale of such
Receivables Program Assets, or an interest therein, to a third party shall be
treated as a single Accounts Receivable Financing transaction.

ACCOUNTS RECEIVABLE FINANCING AMOUNT means, with respect to any
Accounts Receivable Financing and without duplication, the aggregate
outstanding principal amount of the undivided percentage interests in the
Receivables Program Assets, representing Rights to be paid a specified
principal amount from such Receivables Program Assets.
<PAGE> 8
ACQUISITION means any transaction, or any series of related
transactions, by which any Company directly or indirectly (a) acquires all or
substantially all of the assets of any Person, whether through purchase of
assets, merger, or otherwise or (b) acquires (in one transaction or as the most
recent transaction in a series of transactions) at least a majority (in number
of votes) of the securities (or similar ownership interests) of any Person;
provided that, formation or organization of any entity shall not constitute an
"Acquisition" to the extent that the amount of the loan, advance, investment,
or capital contribution in such entity constitutes a permitted investment under
SECTION 7.21(K).

ADMINISTRATIVE AGENT means NationsBank of Texas, N.A., and its
permitted successor or successors as administrative agent and managing agent
for Lenders under this Agreement.

ADMINISTRATIVE QUESTIONNAIRE means an Administrative Questionnaire
substantially in the form of EXHIBIT D hereto, which each Lender shall complete
and provide to Administrative Agent.

AFFILIATE of any Person means any other individual or entity who
directly or indirectly controls, or is controlled by, or is under common
control with, such Person, and, for purposes of this definition only,
"control," "controlled by," and "under common control with" mean possession,
directly or indirectly, of power to direct or cause the direction of management
or policies (whether through ownership of voting securities, by contract, or
otherwise).

AGENTS means Bank of America Illinois; The Bank of New York; The Bank
of Nova Scotia; Canadian Imperial Bank of Commerce.; Chemical Bank; Credit
Lyonnais New York Branch; First Union National Bank of North Carolina; The
Industrial Bank of Japan, Limited, Atlanta Agency; The First National Bank of
Chicago; The Long-Term Credit Bank of Japan, Limited, New York Branch; Toronto
Dominion (Texas), Inc.; and Wachovia Bank of Georgia, N.A.

AGREEMENT means this Amended and Restated Credit Agreement (as the
same may hereafter be amended, modified, supplemented or restated from time to
time).

ANNUALIZED OPERATING CASH FLOW means, for any Person, an amount equal
to the product of two (2) multiplied by the amount of the Operating Cash Flow
for the relevant period of calculation thereof (subject to adjustments as set
forth in the definition of "Operating Cash Flow"). The relevant period for
calculation of Annualized Operating Cash Flow on any date of determination
shall be (a) for purposes of SECTION 7.28, the six-month period then ending,
and (b) for all other purposes under the Loan Papers, the then most recently
ended two fiscal quarters for which quarterly or annual Financial Statements
have been delivered by Borrower pursuant to SECTIONS 7.3(A) and 7.3(B).

APPLICABLE MARGIN means, at the time of any determination thereof, for
purposes of all Borrowings (other than Competitive Borrowings), the margin of
interest over the Base Rate or the LIBOR Rate, as the case may be, which is
applicable at the time of any determination of interest rates under this
Agreement, which Applicable Margin shall be subject to adjustment (upwards or
downwards, as appropriate) and shall be the Applicable Margin corresponding to
Borrower's Leverage Ratio as set forth in the table below:

2
<PAGE> 9
<TABLE>
<CAPTION>
==========================================================================================================
Applicable Margin
-----------------------------------------------
Leverage Ratio Base Rate Borrowings LIBOR Rate Borrowings
==========================================================================================================
<S> <C> <C>
Greater than or equal to 3.5:1.0 0% 0.875%
- ----------------------------------------------------------------------------------------------------------
Less than 3.5:1.0, but greater than or equal to 3.0:1.0 0% 0.625%
- ----------------------------------------------------------------------------------------------------------
Less than 3.0:1.0, but greater than or equal to 2.5:1.0 0% 0.500%
- ----------------------------------------------------------------------------------------------------------
Less than 2.5:1.0, but greater than or equal to 2.0:1.0 0% 0.375%
- ----------------------------------------------------------------------------------------------------------
Less than 2.0:1.0 0% 0.350%
==========================================================================================================
</TABLE>

The Leverage Ratio shall be determined from the then most current of either (a)
the quarterly or annual Financial Statements and related Compliance Certificate
delivered by Borrower pursuant to SECTIONS 7.3(A) and 7.3(B) or (b) the most
recent Notice of Borrowing for a Permitted Acquisition, calculating any
adjustments to the Leverage Ratio necessitated as a result of the Permitted
Acquisition for which such Borrowing was made. The adjustment, if any, to the
Applicable Margin shall be effective (i) on the Closing Date based upon the
calculation of Leverage Ratio provided by Borrower in its initial Borrowing
Notice delivered on the Closing Date and (ii) thereafter commencing on the
fifth Business Day after the delivery of such Financial Statements (and related
Compliance Certificate) or the respective date of Borrowing for a Permitted
Acquisition, as the case may be. If Borrower fails at any time to timely
furnish to Lenders the Financial Statements and related Compliance Certificates
as required to be delivered pursuant to SECTIONS 7.3(A) and 7.3(B), and such
failure shall not be remedied within five days after written notice thereof
from Administrative Agent or any Lender, then the maximum Applicable Margin
shall apply until such time as such Financial Statements and Compliance
Certificates are so delivered.

ARRANGER means NationsBanc Capital Markets, Inc., and its successors
and assigns.

ASSUMED TAXES means, (a) with respect to any sale or other disposition
of items considered to be capital items, an amount equal to such percentage as
Borrower estimates in good faith to be its effective tax rate of the taxable
gain for federal and state income tax purposes with respect to such sale or
disposition, and (b) with respect to any Equity Issuance, an amount equal to
such incremental annual increase in franchise Taxes as Borrower estimates in
good faith shall be payable as a result of such Equity Issuance.

AUTHORIZATIONS means all filings, recordings, and registrations with,
and all validations or exemptions, approvals, orders, authorizations, consents,
franchises, licenses, certificates, and permits from, any Governmental
Authority (including, without limitation, the FCC and applicable PUCs),
including without limitation, any of the foregoing authorizing or permitting
the acquisition, construction, or operation of Network Facilities or any other
telecommunications system.

BASE RATE means, for any day, the greater of (a) the prime rate per
annum most recently announced by Administrative Agent as its prime rate in
effect at its principal office in Dallas, Texas automatically fluctuating
upward and downward with and at the time specified in each such announcement
without special notice to Borrower or any other Person, which prime rate may
not necessarily represent the lowest or best rate actually charged to a
customer, or (b) the sum of the Federal Funds Rate plus 0.5%.

BASE RATE BORROWING means a Borrowing bearing interest at the sum of
the Base Rate plus the Applicable Margin.

3
<PAGE> 10
BORROWER is defined in the preamble to this Agreement.

BORROWING means any amount disbursed (a) by one or more Lenders to
Borrower under the Loan Papers, whether such amount constitutes an original
disbursement of funds, the continuation of an amount outstanding, or payment of
a draft under an LC (whether under the LC Subfacility, the Competitive Bid
Subfacility, the Swing Line Subfacility, or otherwise), or (b) any disbursement
by any Lender in accordance with, and to satisfy the obligations of any Company
under, any Loan Paper.

BORROWING DATE is defined in SECTION 2.6(A).

BUSINESS DAY means (a) for all purposes, any day other than Saturday,
Sunday, and any other day on which commercial banking institutions are required
or authorized by Law to be closed in Dallas, Texas, or New York, New York, and
(b) in addition to the foregoing, in respect of any LIBOR Rate Borrowing, a day
on which dealings in United States dollars are conducted in the London
interbank market and commercial banks are open for international business in
London.

CAPITAL EXPENDITURE means, for any Person, the sum of (a) the
aggregate amount of all purchases or acquisitions by such Person of items
considered to be capital items, including, without limitation, expenditures
relating to property, plant, or equipment which should in accordance with GAAP
be capitalized on such Person's balance sheet, minus (b) the aggregate amount
of Net Proceeds realized by such Person from the sale or other disposition of
items so considered to be capital items. As used herein, any calculation of
the amount of any "Capital Expenditures" shall not include any Permitted
Acquisition or any divestiture of a Subsidiary or division thereof by Borrower
or any Company.

CAPITAL LEASE means any capital lease or sublease which should be
capitalized on a balance sheet in accordance with GAAP.

CLOSING DATE means the date upon which this Agreement has been
executed by Borrower, Lenders, each Agent, each Co-Agent, and Administrative
Agent and all conditions precedent specified in SECTION 5.1 have been satisfied
or waived.

CO-AGENTS means Bank of Montreal; Bank of Tokyo-Mitsubishi Trust
Company; Banque Paribas; Barclays Bank PLC; Banque Nationale de Paris;
CoreStates Bank, N.A.; Credit Suisse; Fleet National Bank; Mellon Bank, N.A.;
Royal Bank of Canada; The Sanwa Bank, Limited, Dallas Agency; and Societe
Generale.

CODE means the Internal Revenue Code of 1986, as amended, together
with rules and regulations promulgated thereunder.

COMMITMENT means an amount (subject to reduction or cancellation as
herein provided) equal to $3,750,000,000; provided that, for all purposes under
the Loan Papers, such amount shall be reduced on any date of determination by
the amount of the Incremental Commitment then in effect, if the conditions set
forth in SECTION 5.4 have not been satisfied.

COMMITMENT USAGE means, at the time of any determination thereof, the
sum of (a) the aggregate Principal Debt under the Revolving Facility, whether
under the Competitive Bid Subfacility, the Swing Line Subfacility, or
otherwise, plus (b) the LC Exposure.

4
<PAGE> 11
COMMITTED SUM means, for any Lender, the amount (subject to reduction
or cancellation as provided in this Agreement) stated beside its name on
SCHEDULE 2.1, as such amount may be adjusted pursuant to permitted assignments
of such Lender's Rights as reflected from time to time on the most recently
amended SCHEDULE 2.1, if any, delivered by Administrative Agent pursuant to
this Agreement; provided that, for all purposes under the Loan Papers other
than SECTIONS 3.1 AND 11.14(C), such amount shall be reduced on any date of
determination by the amount of such Lender's Pro Rata Part of the Incremental
Commitment then in effect, if the conditions set forth in SECTION 5.4 have not
been satisfied.

COMPANIES means, at the time of any determination thereof, Borrower
and each of its Subsidiaries.

COMPETITIVE BID means an offer by a Lender to fund a Borrowing under
the Competitive Bid Subfacility pursuant to SECTION 2.4.

COMPETITIVE BID AVAILABILITY means, on any date of determination
thereof, the maximum percentage of the then-effective Commitment which may be
borrowed under the Competitive Bid Subfacility, which Competitive Bid
Availability shall be subject to adjustment (upwards or downwards, as
appropriate) based on the Leverage Ratio then in effect, as follows:

================================================================================
Leverage Ratio Competitive Bid Availability
================================================================================
Greater than or equal to 4.0:1.0 0% of the Commitment
- --------------------------------------------------------------------------------
Less than 4.0:1.0 but greater than or equal 50% of the Commitment
to 3.5:1.0
- --------------------------------------------------------------------------------
Less than 3.5:1.0 100% of the Commitment
================================================================================

The Leverage Ratio shall be determined from the then most current of either (a)
the quarterly or annual Financial Statements and related Compliance Certificate
delivered by Borrower pursuant to SECTIONS 7.3(A) and 7.3(B) or (b) the most
recent Notice of Borrowing for a Permitted Acquisition, calculating any
adjustments to the Leverage Ratio necessitated as a result of the Permitted
Acquisition for which such Borrowing was made. The adjustment, if any, to the
Competitive Bid Availability shall be effective upon delivery to Administrative
Agent of such Financial Statements (and related Compliance Certificate) or the
respective date of Borrowing for a Permitted Acquisition, as the case may be.
If Borrower fails at any time to timely furnish to Lenders the Financial
Statements and related Compliance Certificates as required to be delivered
pursuant to SECTIONS 7.3(A) and 7.3(B), then no new Competitive Borrowing may
be made until such time as such Financial Statements and Compliance
Certificates are so delivered.

COMPETITIVE BID NOTE means a promissory note in substantially the form
of EXHIBIT A-2, and all renewals and extensions of all or any part thereof.

COMPETITIVE BID RATE means, as to any Competitive Bid made by a Lender
pursuant to SECTION 2.4, (a) in the case of a LIBOR Rate Borrowing, the margin
which shall be added to or subtracted from the LIBOR Rate and (b) in the case
of a Fixed Rate Borrowing, the fixed rate of interest, in each case, offered by
the Lender making such Competitive Bid.

COMPETITIVE BID REQUEST means a request for Competitive Bids made
pursuant to SECTION 2.4(B) substantially in the form of EXHIBIT C-4.

5
<PAGE> 12
COMPETITIVE BID SUBFACILITY means a subfacility of the Revolving
Facility, as described in and subject to the limitations of SECTION 2.4.

COMPETITIVE BORROWING means any Borrowing under the Competitive Bid
Subfacility.

COMPLIANCE CERTIFICATE means a certificate signed by a Responsible
Officer, substantially in the form of EXHIBIT E.

CONSEQUENTIAL LOSS means any loss or expense which any Lender may
reasonably incur in respect of a LIBOR Rate Borrowing or a Fixed Rate Borrowing
as a consequence of (a) any failure or refusal of Borrower (for any reasons
whatsoever other than a default by Administrative Agent or a Lender) to accept
or utilize such Borrowing after Borrower shall have requested it under this
Agreement, or (b) any prepayment or payment of such Borrowing or conversion of
such Borrowing to a Borrowing of another type, in each case, prior to the last
day of the Interest Period therefor.

CONTINGENT OBLIGATION means (without duplication), for any Person, all
obligations, contingent or otherwise of such Person in respect of guaranties,
endorsements, and other contingent obligations (enforceable by or for the
benefit of a third party) with respect to indebtedness or liabilities of
others, including, but not limited to, any obligations to purchase, sell, or
furnish property or services primarily for the purpose of enabling such other
Person to make payment of any of such Person's indebtedness or liabilities, or
to otherwise assure the owner of any of such indebtedness or liabilities
against loss with respect thereto.

CURRENT FINANCIALS means, at the time of any determination thereof,
the more recently delivered to Lenders of either (a) the consolidated Financial
Statements of Borrower and its Subsidiaries for the fiscal year ended December
31, 1995, and the three month period ended March 31, 1996, or (b) the
consolidated Financial Statements of Borrower and its Subsidiaries required to
be delivered under SECTIONS 7.3(A) or 7.3(B), as the case may be.

DEBT means (without duplication), for any Person, the sum of the
following: (a) all liabilities, obligations, and indebtedness of such Person
which in accordance with GAAP should be classified upon such Person's balance
sheet as liabilities in respect of (i) money borrowed, including, without
limitation, the Principal Debt, and solely in the case of the Restricted
Companies obligated thereon, the IDB Subordinated Debt, (ii) obligations of
such Person under Capital Leases, and (iii) obligations of such Person issued
or assumed as the deferred purchase price of property, all conditional sale
obligations, and obligations under any title retention agreement (but excluding
trade accounts payable arising in the ordinary course of business); (b) all
obligations of the type referred to in CLAUSES (A)(I) through (A)(III)
preceding of other Persons for the payment of which such Person is responsible
or liable as obligor, guarantor, or otherwise; (c) all obligations of the type
referred to in CLAUSES (A)(I) through CLAUSE (A)(III) and CLAUSE (B) preceding
of other Persons secured by any Lien on any property or asset of such Person
(whether or not such obligation is assumed by such Person), the amount of such
obligation being deemed to be the lesser of the value of such property or
assets or the amount of the obligation so secured; (d) the face amount of all
letters of credit and banker's acceptances issued for the account of such
Person, and without duplication, all drafts drawn and unpaid thereunder; and
(e) obligations arising under any Accounts Receivable Financing which in
accordance with GAAP should be classified upon such Person's balance sheet as
liabilities.

DEBTOR RELIEF LAWS means the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency,

6
<PAGE> 13
reorganization, fraudulent transfer or conveyance, suspension of payments or
similar Laws from time to time in effect affecting the Rights of creditors
generally.

DEFAULT is defined in SECTION 8.

DEFAULT RATE means a per annum rate of interest equal from day to day
to the lesser of (a) the sum of the Base Rate plus the Applicable Margin plus
2% and (b) the Maximum Rate.

DETERMINING LENDERS means, on any date of determination, those Lenders
who collectively hold at least 51% of the aggregate Committed Sums of the
Lenders then in effect; provided that, on any date of determination if all
commitments to lend under this Agreement have been terminated, "Determining
Lenders" shall be those Lenders who collectively hold at least 51% of the sum
of the Principal Debt and the LC Exposure.

DISTRIBUTION for any Person means, with respect to any shares of any
capital stock or other equity securities issued by such Person, (a) the
retirement, redemption, purchase, or other acquisition for value of any such
securities, (b) the declaration or payment of any dividend on or with respect
to any such securities, and (c) any other payment by such Person with respect
to such securities.

EMPLOYEE PLAN means an employee pension benefit plan covered by Title
IV of ERISA and established or maintained by Borrower or any ERISA Affiliate,
but not including any Multiemployer Plan.

ENVIRONMENTAL LAW means any applicable Law that relates to (a) the
condition or protection of air, groundwater, surface water, soil, or other
environmental media, (b) the environment, including natural resources or any
activity which affects the environment, (c) the regulation of any pollutants,
contaminants, wastes, substances, and Hazardous Substances, including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. Section 9601 et seq.) ("CERCLA"), the Hazardous
Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) ("RCRA"), the
Clean Water Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42
U.S.C. Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C.
Section 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act
(7 U.S.C. Section 136 et seq.), the Safe Drinking Water Act (42 U.S.C. Section
201 and Section 300f et seq.) and the Rivers and Harbors Act (33 U.S.C.
Section 401 et seq.), the Oil Pollution Act (33 U.S.C. Section 2701 et seq.)
and analogous state and local Laws, as any of the foregoing may have been and
may be amended or supplemented from time to time, and any analogous future
enacted or adopted Law, or (d) the Release or threatened Release of Hazardous
Substances.

EQUITY ISSUANCE means the issuance by any Company of any shares of any
class of stock, warrants, or other equity interests, other than (a) stock
issued by Borrower as payment of all or any portion of the purchase price for a
Permitted Acquisition, (b) present and future shares of stock, options, or
warrants issued to employees, directors or consultants of the Companies, or
stock issued upon their exercise, (c) stock issued upon the exercise of the
existing options and warrants described on SCHEDULE 6.3(B), and (d) stock
issued by Borrower upon conversion of the IDB Subordinated Debt; provided that,
solely for the purposes of calculating the Fixed Charge Ratio, only ITEMS (B)
and (C) above shall be included in the definition of "EQUITY ISSUANCE."

ERISA means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations and rulings thereunder.

7
<PAGE> 14
ERISA AFFILIATE means any company or trade or business (whether or not
incorporated) which, for purposes of Title IV of ERISA, is a member of
Borrower's controlled group or which is under common control with Borrower
within the meaning of Section 414(b) or (c) of the Code.

EXHIBIT means an exhibit to this Agreement unless otherwise specified.

EXISTING AGREEMENT is defined in the Recitals to this Agreement.

EXISTING DEBT means the Debt described on SCHEDULE 7.12.

EXISTING FINANCIAL HEDGES means those Financial Hedges existing on the
Closing Date and listed on SCHEDULE 7.24.

EXISTING LENDERS is defined in the Recitals to this Agreement.

EXISTING LIENS means those Liens described on SCHEDULE 7.13.

FCC means the Federal Communications Commission and any successor
regulatory body.

FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 0.01%) determined (which determination
shall be conclusive and binding, absent manifest error) by Administrative Agent
to be equal to the weighted average of the rates on overnight federal funds
transactions with member banks of the Federal Reserve System arranged by
federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day, or, if such rates are
not published for any day, the average of the quotations at approximately 10:00
a.m. (Dallas, Texas time) received by Administrative Agent from three Federal
funds brokers of recognized standing selected by Administrative Agent in its
sole discretion.

FINANCIAL HEDGE means a swap, collar, floor, cap, or other contract
entered into by any Company with any Lender or an Affiliate of any Lender or
another Person reasonably acceptable to Administrative Agent under the Laws of
a jurisdiction in which such contracts are legal and enforceable (except as
enforceability may be limited by applicable Debtor Relief Laws and general
principles of equity), which is intended to reduce or eliminate the risk of
fluctuations in interest rates applicable to Borrowings under this Agreement.

FINANCIAL STATEMENTS means balance sheets, statements of operations,
statements of shareholders' investments, and statements of cash flows prepared
in accordance with GAAP, which statements of operations and statements of cash
flows shall be in comparative form to the corresponding period of the preceding
fiscal year and to the figures for the corresponding quarter in the budget
furnished pursuant to SECTION 7.3(C), and which balance sheets and statements
of shareholders' investments shall be in comparative form to the prior fiscal
year-end figures.

FIXED CHARGE RATIO means, for any period of calculation thereof, for
the Companies, the ratio that:

(a) The sum (without duplication) of (i) Operating Cash
Flow of the Companies for such period plus (ii) Net Cash Proceeds
received by the Companies in connection with any Equity Issuance
during such period, plus (iii) cash on hand at the beginning of such
period, minus (iv) federal and state income Taxes paid or accrued as a
liability and payable in cash by the

8
<PAGE> 15
Companies during such period, minus (v) total Capital Expenditures of
the Companies during such period, plus (vi) Capital Expenditures of
the Companies relating solely to the Network Construction Project,
paid or accrued during any period of calculation occurring in fiscal
years 1996, 1997, and 1998, but only up to a maximum of $430,000,000
in respect of Borrower's fiscal year 1996, $318,000,000 in respect of
Borrower's fiscal year 1997, and $54,000,000 in respect of Borrower's
fiscal year 1998; bears to

(b) The sum of the following, without duplication, during
such period: (i) Interest Expense of the Companies; plus (ii)
scheduled principal payments made by the Companies on the Debt of the
Companies; plus (iii) Distributions actually paid or distributed in
cash by the Companies.

FIXED RATE BORROWING means any Competitive Borrowing made from a
Lender pursuant to SECTION 2.4 based upon an actual percentage rate per annum
offered by such Lender, expressed as a decimal (to no more than four decimal
places) and accepted by Borrower.

FOREIGN RESTRICTED SUBSIDIARY means any Restricted Subsidiary that is
organized under the Laws of a jurisdiction other than the United States of
America or any state thereof or the District of Columbia.

GAAP means generally accepted accounting principles of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
the Financial Accounting Standards Board which (a) with respect to the
covenants contained in SECTION 7.28 and the defined terms "ANNUALIZED OPERATING
CASH FLOW," "FIXED CHARGE RATIO," "INTEREST EXPENSE," "LEVERAGE RATIO," and
"OPERATING CASH FLOW," (and, to the extent used in or relating to such
covenants or such defined terms, any other defined terms), are in effect on the
date hereof, and (b) for all other purposes hereunder, are applicable from time
to time.

GOVERNMENTAL AUTHORITY means any (a) local, state, municipal, or
federal judicial, executive, or legislative instrumentality, (b) private
arbitration board or panel, or (c) central bank.

GUARANTY means a guaranty in substantially the form and upon the terms
of EXHIBIT B.

HAZARDOUS SUBSTANCE means (a) any substance that is designated,
defined or classified as a hazardous waste, hazardous material, pollutant,
contaminant or toxic or hazardous substance under any Environmental Law,
including without limitation, any hazardous substance within the meaning of
Section 101(14) of CERCLA, (b) petroleum, oil, gasoline, natural gas, fuel oil,
motor oil, waste oil, diesel fuel, jet fuel, and other petroleum hydrocarbons,
(c) regulated asbestos and asbestos-containing materials in any form, (d)
polychlorinated byphenyls, or (e) urea formaldehyde foam.

IDB means IDB WorldCom, Inc., a Delaware corporation (formerly known
as IDB Communications Group, Inc.)

IDB SUBORDINATED DEBT means the subordinated Debt of IDB and Borrower
issued pursuant to the IDB Subordinated Debt Indenture.

IDB SUBORDINATED DEBT INDENTURE means the Indenture dated as of August
1, 1993, between IDB and Continental Bank, National Association, as trustee, or
any successor trustee, relating to 5% Convertible Subordinated Notes due 2003,
as the same was jointly and severally assumed by Borrower pursuant to a
Supplemental Indenture dated as of December 30, 1994 (as the same may be
further modified, amended, and supplemented from time to time with the consent
of Determining Lenders).

9
<PAGE> 16
INACTIVE SUBSIDIARIES means (a) those Subsidiaries designated as
"inactive" by Borrower from time to time, including those Subsidiaries
designated as such by Borrower on SCHEDULE 6.3(A) (as such Schedule may be
amended or modified from time to time) and which are not engaged in the
business of long distance telephone transmission, local telephone service,
cellular telephone service, operator or interexchange services or any other
material trade, business, or other activity and (b) prior to the consummation
of the related acquisition or merger, any Subsidiary formed solely for the
purpose of acquiring stock or assets pursuant to a Permitted Acquisition.

INCREMENTAL COMMITMENT means that portion of the Commitment not
available to be borrowed and reborrowed prior to the satisfaction of the
conditions set forth in SECTION 5.4, which Incremental Commitment is an amount
equal to (a) $250,000,000 on any date of determination occurring on or prior to
December 30, 1996, or (b) $1,590,000,000 on any date of determination occurring
on or after December 31, 1996.

INTEREST EXPENSE means, for any period of calculation thereof, for any
Person, all interest (including commitment fees) on all Debt of such Person,
whether paid in cash or accrued as a liability and payable in cash during such
period (including, without limitation, imputed interest on Capital Lease
obligations) and all cash premiums or penalties for repayment, redemption, or
repurchase of Debt (excluding any premium paid in connection with the
redemption of the IDB Subordinated Debt).

INTEREST PERIOD is determined in accordance with SECTION 3.9.

LAWS means all applicable statutes, laws, treaties, ordinances, tariff
requirements, rules, regulations, orders, writs, injunctions, decrees,
judgments, opinions, or interpretations of any Governmental Authority.

LC means a standby letter of credit issued by Administrative Agent
under this Agreement pursuant to an LC Agreement.

LC AGREEMENT means a standby letter of credit application and
agreement (in form and substance satisfactory to Administrative Agent)
submitted by Borrower to Administrative Agent for an LC for its own account
(and for its benefit or the benefit of any other Company); provided that this
Agreement shall control any conflict between this Agreement and any such LC
Agreement.

LC EXPOSURE means, without duplication, the sum of (a) the aggregate
undrawn portion of all uncancelled and unexpired LCs plus (b) the aggregate
unpaid reimbursement obligations of Borrower in respect of drawings or drafts
under any LC.

LC SUBFACILITY means a subfacility of the Revolving Facility for the
issuance of LCs (the LC Exposure in connection with which may never exceed
$75,000,000), as described in and subject to the limitations of SECTION 2.2.

LENDERS means the financial institutions named on SCHEDULE 2.1 or on
the most recently amended SCHEDULE 2.1, if any, delivered by Administrative
Agent pursuant to this Agreement, and, subject to the terms and conditions of
this Agreement, their respective successors and assigns, but not any
Participant who is not otherwise a party to this Agreement.

LEVERAGE RATIO means, on any date of determination thereof, the ratio
of (a) Total Debt outstanding to (b) Annualized Operating Cash Flow, all
calculated for the Companies on a consolidated basis, and (i) determined, for
purposes of SECTION 7.28, as of any such date of determination, and

10
<PAGE> 17
(ii) determined for all other purposes under the Loan Papers, from the then
most current of either (A) the quarterly or annual Financial Statements and
related Compliance Certificate delivered by Borrower pursuant to SECTIONS
7.3(A) and 7.3(B) or (B) the most recent Notice of Borrowing for a Permitted
Acquisition, calculating any adjustments to the Leverage Ratio necessitated as
a result of the Permitted Acquisition for which such Borrowing was made.

LIBOR RATE means with respect to a LIBOR Rate Borrowing for the
relevant Interest Period, the per annum rate of interest (rounded upward, if
necessary, to the nearest 0.01%) equal to the quotient obtained by dividing (a)
the rate at which deposits in United States dollars are offered by
Administrative Agent (or, in the case of a Competitive Bid, by the bidding
Lender) to major banks in the London interbank market at approximately 11:00
a.m. (London time) two Business Days prior to the first day of the applicable
Interest Period in an amount comparable to the approximate amount of
Administrative Agent's relevant LIBOR Rate Borrowing therefor (or, in the case
of a Competitive Bid, the amount of such bid) and having a maturity
approximately equal to the applicable Interest Period, by (b) one minus the
Reserve Requirement (expressed as a decimal) applicable to such Interest
Period.

LIBOR RATE BORROWING means, as the case may be, either (a) a Borrowing
(other than a Competitive Borrowing) bearing interest at the sum of the LIBOR
Rate plus the Applicable Margin or (b) a Competitive Borrowing bearing interest
at the sum of the LIBOR Rate plus or minus the margin indicated for such
Competitive Borrowing in the related Competitive Bid.

LIEN means any lien, mortgage, security interest, pledge, assignment,
charge, title retention agreement, or encumbrance of any kind, and any other
Right of or arrangement with any creditor (other than under or relating to
subordination or other intercreditor arrangements) to have its claim satisfied
out of any property or assets, or the proceeds therefrom, prior to the general
creditors of the owner thereof.

LITIGATION means any action by or before any Governmental Authority.

LOAN PAPERS means (a) this Agreement, certificates delivered pursuant
to this Agreement, and Exhibits and Schedules hereto, (b) all agreements,
documents, or instruments in favor of Administrative Agent or Lenders (or
Administrative Agent on behalf of Lenders) ever delivered pursuant to this
Agreement or otherwise delivered in connection with all or any part of the
Obligation, (c) all LCs and LC Agreements, (d) any Financial Hedge between any
Company and any Lender or any Affiliate of any Lender, and (e) all renewals,
extensions, or restatements of, or amendments or supplements to, any of the
foregoing.

MATERIAL ADVERSE EVENT means any set of one or more circumstances or
events which, individually or collectively, could reasonably be expected to
result in any (a) material impairment of the ability of any Company to perform
any of its payment or other material obligations under the Loan Papers or the
ability of Administrative Agent or any Lender to enforce any such obligations
or any of their respective Rights under the Loan Papers, (b) material and
adverse effect on the business, properties, condition (financial or otherwise)
or results of operations of the Companies, in each case considered as a whole,
or (c) Default or Potential Default. The phrase "could be a Material Adverse
Event" (and any similar phrase herein) means that there is a material
probability of such Material Adverse Event occurring, and the phrase "could not
be a Material Adverse Event" (and any similar phrase herein) means that there
is not a material probability of such Material Adverse Event occurring.

MATERIAL AGREEMENT means, for any Person, any material written or oral
agreement, contract, commitment, or understanding to which such Person is a
party, by which such Person is directly or

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<PAGE> 18
indirectly bound (including, without limitation, any such agreement or
understanding relating to Network Facilities or transponder leases), or to
which any assets of such Person may be subject, excluding purchase orders for
material or inventory in the ordinary course of business, (a) that involves
revenues to, or financial obligations of, any Restricted Company in excess of
$10,000,000 in the aggregate during any 12-month period and which is not
cancelable by such Person upon 30 days or less notice without liability for
further payment other than nominal penalty, or (b) in the case of any such
agreement, contract, commitment or understanding relating to Rights of Way,
that (w) covers 100 miles or more of Rights of Way, (x) covers a portion of the
Rights of Way acquired for a purchase price of $1,000,000 or more, or (y)
provides for annual payments of $100,000 or more.

MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for each Lender,
the maximum non-usurious amount and the maximum non-usurious rate of interest
which, under applicable Law, such Lender is permitted to contract for, charge,
take, reserve, or receive on the Obligation.

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

MONEY MARKET BORROWING means a Borrowing bearing interest at the Money
Market Rate.

MONEY MARKET RATE means, as to any Swing Line Borrowing made from
Administrative Agent pursuant to SECTION 2.3, a rate per annum equal to the sum
of (a) the Applicable Margin for LIBOR Rate Borrowings in effect on any date of
determination, and (b) the rate per annum equal to NationsBank's cost of funds.

MULTIEMPLOYER PLAN means a multiemployer plan as defined in Sections
3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code to which any Company
or any ERISA Affiliate is making, or has made, or is accruing, or has accrued,
an obligation to make contributions.

NATIONSBANK means NationsBank of Texas, N.A., in its individual
capacity as a Lender, and its successors and assigns.

NET CASH PROCEEDS means, with respect to any Equity Issuance, cash
(freely convertible into U.S. dollars) (including any cash received by way of
deferred payment pursuant to a promissory note, or otherwise, but only as and
when received) received, on or after the date of such Equity Issuance, by any
Company from such Equity Issuance, net of usual and customary transaction costs
and expenses and Assumed Taxes.

NET PROCEEDS means, with respect to any sale or disposition of
property or assets (tangible or intangible) (an "ASSET DISPOSITION"), the gross
proceeds, whether received in cash or otherwise, received, on or after the date
of consummation of such asset disposition, by any Company from such asset
disposition, after (a) deduction of Assumed Taxes, (b) payment of all usual and
customary brokerage commissions and all other reasonable fees and expenses
related to such asset disposition (including, without limitation, reasonable
attorneys' fees and closing costs and reasonable environmental remediation
costs incurred in connection with such asset disposition), (c) deduction of
appropriate amounts to be provided by any Company as a reserve, in accordance
with GAAP, against any liabilities retained by any Company after such asset
disposition, which liabilities are associated with the asset or assets being
sold, including, without limitation, pension and other post-employment benefit
liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such asset disposition.

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NETWORK CONSTRUCTION PROJECT means the construction project undertaken
by the Companies to expand, but not to repair or replace, their existing
Network Facilities by adding new fiber optic, pair city routes and associated
optronics.

NETWORK FACILITIES means the network of telecommunications facilities
owned or leased by the Companies.

NOTE AGREEMENTS means, collectively, any indentures or other
agreements pursuant to which notes, debentures, bonds, or debt securities are
issued in accordance with the limitations set forth in SECTION 7.12(F).

NOTES means, at the time of any determination thereof, all outstanding
and unpaid Competitive Bid Notes, Revolving Notes, and the Swing Line Note.

NOTICE OF BORROWING is defined in SECTION 2.6(A).

NOTICE OF CONVERSION is defined in SECTION 3.10.

NOTICE OF LC is defined in SECTION 2.2(A).

OBLIGATION means all present and future indebtedness, liabilities, and
obligations, and all renewals and extensions thereof, or any part thereof, now
or hereafter owed to Administrative Agent, any Agent, any Co-Agent, or any
Lender by any Company arising from, by virtue of, or pursuant to any Loan
Paper, together with all interest accruing thereon, fees, costs, and expenses
(including, without limitation, all attorneys' fees and expenses incurred in
the enforcement or collection thereof) payable under the Loan Papers.

OPERATING CASH FLOW means, for any period of calculation thereof, the
sum (without duplication and without giving effect to any extraordinary losses
or gains during such period) of (a) pre-tax income or deficit during such
period, plus (b) to the extent already deducted in computing such pre-tax
income, (i) Interest Expense during such period, (ii) depreciation,
amortization, and other non-cash expense items during such period, and (iii)
any non- recurring cash merger and restructuring charges related solely to
Acquisitions occurring on or after the Closing Date (so long as the aggregate
amount of all adjustments made pursuant to this CLAUSE (III) shall not exceed
$50,000,000) less (c) any income (or plus any loss) attributable to any Person
accounted for on the "equity" method of accounting (other than dividends or
distributions actually received by any Company from such Person); provided
that, no more than 7.5% of Operating Cash Flow may be comprised of Operating
Cash Flow of Foreign Restricted Subsidiaries and Subsidiaries which are not
Restricted Subsidiaries. Only for the purpose of the calculation of the
Leverage Ratio with respect to the Companies, Operating Cash Flow of the
Companies shall be calculated after giving effect to Acquisitions and
divestitures of Subsidiaries permitted by the Loan Papers during such period as
if such transactions had occurred on the first day of such period, regardless
whether the effect is positive or negative. In the case of any Permitted
Acquisition during any period of calculation, Operating Cash Flow of the
Companies shall, for the purposes of the foregoing calculations, be adjusted to
give effect to such Permitted Acquisition, as if such Permitted Acquisition
occurred on the first day of such period, by increasing, if positive, or
decreasing, if negative, the Operating Cash Flow of the Companies by the
Operating Cash Flow of such newly-acquired business during such period of
calculation occurring prior to the date of such Permitted Acquisition. In the
case of any Subsidiary sold, transferred, or otherwise disposed of by any
Company as permitted under the Loan Papers (a "PERMITTED DISPOSITION") during
any period of calculation, Operating Cash Flow shall, for the purposes of the
foregoing calculations,

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<PAGE> 20
be adjusted to give effect to such Permitted Disposition, as if such Permitted
Disposition occurred on the first day of such period, by decreasing, if
positive, or increasing, if negative, the Operating Cash Flow of the Companies
by the Operating Cash Flow of such Subsidiary during such period prior to the
date of such Permitted Disposition.

PARTICIPANT is defined in SECTION 11.14(B).

PBGC means the Pension Benefit Guaranty Corporation, or any successor
thereof, established pursuant to ERISA.

PERMITTED ACQUISITION means:

(a) Any Acquisition (exclusive of those Acquisitions
permitted by CLAUSE (B) of this definition) (i) which constitutes an
Acquisition by any Restricted Company of a business which is engaged
in substantially the same business (including local telephone or
cellular service) as the business conducted by the Restricted
Companies on the Closing Date, except that Acquisitions of businesses
not engaged in substantially the same business ("SPECIAL
ACQUISITIONS") are permitted, so long as on the date of execution of a
definitive acquisition agreement with respect to any Special
Acquisition, the Annualized Revenues of such Special Acquisition (when
aggregated with the Annualized Revenues of all Special Acquisitions
made since the Closing Date) does not exceed 5% of the Annualized
Revenues of the Companies (as adjusted to give effect to the proposed
Special Acquisition) (for purposes of this CLAUSE (I), "Annualized
Revenue" means, for any Person, the revenues of such Person for the
then most recently ended two fiscal quarters multiplied by two); and
(ii) with respect to which each of the following requirements shall
also have been satisfied:

(A) as of the closing of any Acquisition, the
Acquisition has been approved and recommended by the board of
directors or other similar governing body of the Person to be
acquired or from which such business is to be acquired;

(B) not less than 15 Business Days prior to
consummation of any Acquisition, Borrower shall have delivered
to Administrative Agent a written description of the targeted
entity to be acquired and its operations and a copy of the
related purchase agreement;

(C) as of the closing of any Acquisition, after
giving effect to such Acquisition, the acquiring party must be
Solvent and the Companies, on a consolidated basis, must be
Solvent;

(D) prior to consummation of any Acquisition,
Borrower shall have satisfied the conditions precedent to a
Permitted Acquisition as set forth in SECTION 5.2;

(E) as of the closing of any Acquisition, no
Default or Potential Default shall exist or occur as a result
of, and after giving effect to, such Acquisition; and

(F) as of the closing of any Acquisition, if such
Acquisition is structured as a merger, Borrower (or if such
merger is with any Restricted Company other than Borrower,
then such Restricted Company) must be the surviving entity
after giving effect to such merger; and

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<PAGE> 21
(b) any other Acquisition for which the prior written
consent of Determining Lenders has been obtained; provided that at the
request of Administrative Agent, Borrower shall have delivered to
Administrative Agent the following: (i) five year income and balance
sheet projections in respect of the Companies and the entity to be
acquired, after giving effect to such Acquisition; and (ii) such other
information in respect of such Acquisition as Administrative Agent or
Determining Lenders shall have reasonably requested. Administrative
Agent shall, upon request of Borrower, confirm to Borrower that it has
received all such agreements, documents, instruments, and other
information so requested by Administrative Agent or Determining
Lenders.

PERMITTED DEBT means Debt permitted under SECTION 7.12 as described in
such Section.

PERMITTED LIENS means Liens permitted under SECTION 7.13 as described
in such Section.

PERSON means any individual, entity, or Governmental Authority.

POTENTIAL DEFAULT means the occurrence of any event or existence of
any circumstance which, with the giving of notice or lapse of time or both,
would become a Default.

PRINCIPAL DEBT means, at the time of any determination thereof, the
aggregate unpaid principal balance of all Borrowings.

PRO RATA and PRO RATA PART means, on any date of determination thereof
for any Lender (a) at any time prior to the termination of the Commitment, the
proportion that such Lender's Committed Sum bears to the Commitment, or (b) at
any time on and after the termination of the Commitment, the proportion that
the sum of (i) the Principal Debt owed to such Lender plus (ii) such Lender's
proportionate part (whether held directly or through a participation therein
and determined after giving effect to any participations) of the LC Exposure
bears to the sum of (x) the Principal Debt plus (y) the LC Exposure.

PUC means any state or local regulatory agency or governmental
authority that exercises jurisdiction over the rates or services or the
ownership, construction, or operation of Network Facilities or
telecommunications systems or over Persons who own, construct, or operate
Network Facilities or telecommunications systems.

PURCHASER is defined in SECTION 11.14(C).

RECEIVABLES means all Rights of any Company (as a "Seller" under
Receivables Documents) to payments (whether constituting accounts, chattel
paper, instruments, general intangibles, or otherwise, and including the Right
to payment of any interest or finance charges) with respect to (a) dedicated
telecommunications services provided by any such Company to its customers
between designated customer premises or (b) measured services provided by any
such Company to its customers for originating or terminating telecommunication
transmissions; but expressly excluding, for purposes of this definition, any
Receivables arising on or after the termination of any Accounts Receivable
Financing.

RECEIVABLES DOCUMENTS means one or more receivables purchase
agreements entered into by one or more Companies and each other instrument,
agreement, and document entered into by such Companies evidencing Accounts
Receivable Financings.

RECEIVABLES PROGRAM ASSETS means (a) all Receivables in which
undivided percentage interests are transferred by any Company pursuant to the
Receivables Documents, (b) all Receivables Related

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<PAGE> 22
Assets with respect to the Receivables described in CLAUSE (A) of this
definition, and (c) all collections (including recoveries) and other proceeds
of the assets described in the foregoing clauses.

RECEIVABLES RELATED ASSETS means (a) any Rights arising under the
documentation governing or relating to Receivables (including Rights in respect
of Liens securing such Receivables and other credit support in respect of such
Receivables), (b) any proceeds of such Receivables and any lockboxes or
accounts in which such proceeds are deposited, and (c) spread accounts and
other similar accounts (and any amounts on deposit therein) established in
connection with an Accounts Receivable Financing.

RECEIVABLES SUBSIDIARY means a special purpose Wholly-owned Subsidiary
created in connection with the transactions contemplated by an Accounts
Receivable Financing, which Subsidiary engages in no activities or owns no
other assets, other than those incidental to such Accounts Receivable
Financing.

REGULATION U means Regulation U of the Board of Governors of the
Federal Reserve System, as amended.

RELEASE means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposal,
deposit, dispersal, migrating, or other movement into the air, ground, or
surface water, or soil.

REPORTABLE EVENT shall have the meaning specified in Section 4043 of
ERISA or the regulations issued thereunder in connection with an Employee Plan,
excluding events for which the notice requirement is waived under applicable
PBGC regulations other than those events described in sections 2615.11, 2615.15
and 2615.19 of such regulations, including each such provision as it may
subsequently be renumbered.

REPRESENTATIVES means representatives, officers, directors, employees,
attorneys, and agents.

RESERVE REQUIREMENT means, with respect to any LIBOR Rate Borrowing
for the relevant Interest Period, the maximum aggregate reserve requirements
(including all basic, supplemental, emergency, special, marginal, and other
reserves required by applicable Law) applicable to a member bank of the Federal
Reserve System in respect of eurocurrency fundings or liabilities.

RESPONSIBLE OFFICER means the chairman, president, chief executive
officer, chief financial officer, senior vice president, or treasurer of
Borrower, or, for all purposes under the Loan Papers other than SECTION 8.9,
any other officer designated from time to time by the Board of Directors of
Borrower, which designated officer is acceptable to Administrative Agent.

RESTRICTED COMPANIES, at the time of any determination thereof, shall
mean Borrower and each of its Subsidiaries (other than Inactive Subsidiaries
and the Receivables Subsidiary) of which more than 80% (by number of votes) of
the Voting Stock is beneficially owned, directly or indirectly, by Borrower or
any Restricted Subsidiary.

RESTRICTED SUBSIDIARIES means the Restricted Companies, other than
Borrower.

REVOLVING FACILITY means the credit facility described in and subject
to the limitations of SECTION 2.1 (the Principal Debt of which may never exceed
the aggregate of $3,750,000,000, as such amount is subject to reduction and
cancellation in accordance with this Agreement).

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REVOLVING NOTE means a promissory note in substantially the form of
EXHIBIT A-1, and all renewals and extensions of all or any part thereof.

RIGHTS means rights, remedies, powers, privileges, and benefits.

RIGHTS OF WAY means the easements, rights of way, and other rights
entitling the Restricted Companies to own, use, operate and maintain the
Network Facilities.

SALE-LEASEBACK FINANCINGS means those certain transactions pursuant to
the Sale-Leaseback Participation Agreements pursuant to which Williams
Telecommunications Company (predecessor in interest to WorldCom Network
Services, Inc.) sold (a) its fiber optics telecommunications system from
Fairfax, Kansas to Salt Lake City, Utah, (b) its fiber optics
telecommunications system from Salt Lake City, Utah to Los Angeles, California,
and (c) its digital microwave telecommunications system from Evanston, Wyoming
to Portland, Oregon, and the owner participants leased such systems back to
Williams Telecommunications Company (predecessor in interest to WorldCom
Network Services, Inc.).

SALE-LEASEBACK PARTICIPATION AGREEMENTS means (a) the First
Supplemental Participation Agreement, dated as of April 15, 1987, among
Williams Telecommunications Company (predecessor in interest to WorldCom
Network Services, Inc.), as lessee, The CIT Group/Factoring Manufacturers
Hanover, Inc. ("CIT"), as owner participant, Wilmington Trust Company and
William J. Wade, as owner trustee, the purchasers listed in Schedule I thereto,
as purchasers, and The Connecticut Trust Company, National Association ("CBT"),
as indenture trustee, (b) the Participation Agreement, dated as of April 15,
1987, among Williams Telecommunications Company (predecessor in interest to
WorldCom Network Services, Inc.) , as lessee, Ford Motor Credit Company, as
owner participant, Wilmington Trust Company and William J. Wade as owner
trustee, the financial institutions listed in Schedule I thereto as loan
participants, and CBT, as indenture trustee, and (c) the Participation
Agreement, dated as of April 16, 1987, among Williams Telecommunications
Company (predecessor in interest to WorldCom Network Services, Inc.), as
lessee, Ford Motor Credit Company, as owner participant, Wilmington Trust
Company and William J. Wade, as owner trustee, the financial institutions
listed in Schedule I thereto, as loan participants, and CBT, as indenture
trustee.

S&P means Standard & Poor's Rating Group, a division of McGraw Hill,
Inc., a New York corporation.

SCHEDULE means, unless specified otherwise, a schedule attached to
this Agreement, as the same may be supplemented and modified from time to time
in accordance with the terms of the Loan Papers.

SOLVENT means, as to a Person, that (a) the aggregate fair market
value of such Person's assets exceeds its liabilities (whether contingent,
subordinated, unmatured, unliquidated, or otherwise), (b) such Person has
sufficient cash flow to enable it to pay its Debts as they mature, and (c) such
Person does not have unreasonably small capital to conduct such Person's
businesses.

SPECIAL GUARANTIES means those guaranties described in ITEMS (1), (2),
and (5) in SECTION 7.12(I).

SPECIAL REGULATORY APPROVALS means all necessary approvals,
authorizations, consents, adjudications, or orders of the FCC or any PUC with
respect to any Borrowings under the Loan Papers of amounts available pursuant
to the Incremental Commitment and the extension of the Termination Date to June
30, 2001.

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SUBSIDIARY of any Person means any entity of which an aggregate of
more than 50% (in number of votes) of the stock (or equivalent interests) is
owned of record or beneficially, directly or indirectly, by such Person.

SWING LINE BORROWING means any Borrowing under the Swing Line
Subfacility.

SWING LINE MATURITY DATE means June 28, 1997, and successive one year
extensions thereof if agreed to in writing by NationsBank in its sole
discretion, but in no event, a date later than the Termination Date.

SWING LINE NOTE means a promissory note in substantially the form of
EXHIBIT A-3, and all renewals and extensions of all or any part thereof.

SWING LINE SUBFACILITY means the subfacility under the Revolving
Facility (the Principal Debt of which may never exceed the aggregate of
$25,000,000), as described in, and subject to the limitations of, SECTION 2.3.

SWING PRINCIPAL DEBT means, on any date of determination, that portion
of the Principal Debt outstanding under the Swing Line Subfacility.

TAXES means, for any Person, taxes, assessments, or other governmental
charges or levies imposed upon such Person, its income, or any of its
properties, franchises, or assets.

TERMINATION DATE means the earliest of (a) June 30, 2001, (b) December
31, 2000, in the event the Companies fail to satisfy the conditions of SECTION
5.4 on or before December 30, 2000, and (c) the effective date of any other
termination or cancellation of Lenders' commitments to lend under, and in
accordance with, this Agreement.

TOTAL DEBT means (without duplication), all Debt of the Companies.

TYPE means any type of Borrowing determined with respect to the
interest option applicable thereto.

VOTING STOCK shall mean securities (as such term is defined in Section
2(1) of the Securities Act of 1933, as amended) of any class or classes, the
holders of which are ordinarily, in the absence of contingencies, entitled to
elect a majority of the corporate directors (or Persons performing similar
functions).

WHOLLY-OWNED when used in connection with any Subsidiary shall mean a
Subsidiary of which all of the issued and outstanding shares of stock (except
shares required as directors' qualifying shares) shall be owned by Borrower or
one or more of its Wholly-owned Subsidiaries.

WTG means Williams Telecommunications Group, Inc., a Delaware
corporation that merged with and into Borrower effective as of February 22,
1995.

1.2 Number and Gender of Words; Other References. Whenever in any
Loan Paper the singular number is used, the same shall include the plural where
appropriate and vice versa, and words of any gender shall include each other
gender where appropriate. Unless otherwise specified, section, schedule,
exhibit, and similar references are to the particular Loan Paper in which they
are used.

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1.3 Accounting Principles. All accounting and financial terms
used in the Loan Papers and the compliance with each financial covenant therein
shall be determined in accordance with GAAP, and, all accounting principles
shall be applied on a consistent basis so that the accounting principles in a
current period are comparable in all material respects to those applied during
the preceding comparable period.

SECTION 2 COMMITMENT.

2.1 Revolving Facility. Subject to and in reliance upon the
terms, conditions, representations, and warranties in the Loan Papers, each
Lender severally and not jointly agrees to lend to Borrower such Lender's Pro
Rata Part of one or more Borrowings under the Revolving Facility not to exceed
such Lender's Committed Sum, which, subject to the Loan Papers, Borrower may
borrow, repay, and reborrow under this Agreement; provided that (a) each such
Borrowing must occur on a Business Day and no later than the Business Day
immediately preceding the Termination Date; (b) each such Borrowing shall be in
an amount not less than (i) $5,000,000 or a greater integral multiple of
$1,000,000 (if a Base Rate Borrowing), (ii) $20,000,000 or a greater integral
multiple of $1,000,000 (if a LIBOR Rate Borrowing), (iii) $20,000,000 or a
greater integral multiple of $1,000,000 (if a Competitive Borrowing), or (iv)
$250,000 or a greater integral multiple thereof (if a Swing Line Borrowing);
and (c) on any date of determination, the Commitment Usage shall never exceed
the Commitment.

2.2 LC Subfacility.

(a) Subject to the terms and conditions of this Agreement
and applicable Law, Administrative Agent agrees to issue LCs upon
Borrower's application therefor by delivering to Administrative Agent
a properly completed notice (a "NOTICE OF LC," substantially in the
form of EXHIBIT C-3) and an LC Agreement with respect thereto no later
than 10:00 a.m. Dallas, Texas time three Business Days before such LC
is to be issued; provided that (i) on any date of determination and
after giving effect to any LC to be issued on such date, the
Commitment Usage shall never exceed the Commitment then in effect,
(ii) on any date of determination and after giving effect to any LC to
be issued on such date, the LC Exposure shall never exceed
$75,000,000, (iii) at the time of issuance of such LC, no Default or
Potential Default shall have occurred and be continuing, (iv) each LC
will be issued solely for purposes of securing obligations under
Special Guaranties, and Company obligations of a type described in
SECTION 7.13(B)(IV) as all such obligations arise in the ordinary
course of business of the Companies, and (v) each LC must expire no
later than the earlier of the thirtieth (30th) day prior to the
Termination Date and one year from its issuance; provided that any LC
may provide for automatic renewal for successive twelve month periods
(but no renewal period may extend beyond the thirtieth (30th) day
prior to the Termination Date) unless Administrative Agent has given
prior notice to the applicable beneficiary of its election not to
extend such LC.

(b) Immediately upon the issuance by Administrative Agent
of any LC, Administrative Agent shall be deemed to have sold and
transferred to each other Lender, and each other such Lender shall be
deemed irrevocably and unconditionally to have purchased and received
from Administrative Agent, without recourse or warranty, an undivided
interest and participation, to the extent of such Lender's Pro Rata
Part, in such LC and all Rights of Administrative Agent in respect
thereof (other than Rights to receive certain fees provided for in
SECTION 2.2(C)). Upon issuance, renewal, or extension of an LC,
Administrative Agent shall provide copies of such LC to each other
Lender.

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(c) In order to induce Administrative Agent to issue and
maintain LCs and Lenders to participate therein, Borrower agrees to pay
or reimburse Administrative Agent (i) on the date on which any draft
is presented under any LC, the amount of any draft paid or to be paid
by Administrative Agent and (ii) promptly, upon demand, the amount of
any fees in addition to the fees described in SECTION 4 Administrative
Agent customarily charges to a Person similarly situated in the
ordinary course of its business for amending LC Agreements, for
honoring drafts, and taking similar action in connection with letters
of credit; provided that, (x) if Borrower has not reimbursed
Administrative Agent for any drafts paid or to be paid within 24 hours
of demand therefor by Administrative Agent, Administrative Agent is
hereby irrevocably authorized to fund such reimbursement obligations
as a Borrowing under the Revolving Facility to the extent of
availability under such Revolving Facility; the proceeds of such
Borrowing under the Revolving Facility shall be advanced directly to
Administrative Agent in payment of Borrower's reimbursement obligation
with respect to the draft under the LC; and (y) if for any reason,
funds are not advanced pursuant to the Revolving Facility, then
Borrower's reimbursement obligation shall continue to be due and
payable. Borrower's obligations under this SECTION 2.2(C) shall be
absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim, or defense to payment which
Borrower may have at any time against Administrative Agent or any
other Person, and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances: (A) any lack
of validity or enforceability of this Agreement or any of the Loan
Papers; (B) the existence of any claim, setoff, defense, or other
Right which Borrower may have at any time against a beneficiary named
in a LC, any transferee of any LC (or any Person for whom any such
transferee may be acting), Administrative Agent, any Lender, or any
other Person, whether in connection with this Agreement, any LC, the
transactions contemplated herein, or any unrelated transactions
(including any underlying transaction between Borrower and the
beneficiary named in any such LC); (C) any draft, certificate, or any
other document presented under the LC proving to be forged,
fraudulent, invalid, or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; and (D) the
occurrence of any Potential Default or Default. To the extent any
funding of a draft has been made by Lenders pursuant to SECTION 2.2(E)
or under the Revolving Facility, Administrative Agent shall promptly
distribute any such payments received from Borrower with respect to
such draft to all Lenders funding such draft according to their
ratable share. Interest on any amounts remaining unpaid by Borrower
(and unfunded by a Borrowing under the Revolving Facility) under this
clause at any time from and after the date such amounts become payable
until paid in full shall be payable by Borrower to Administrative
Agent at the Default Rate. In the event any payment by Borrower
received by Administrative Agent with respect to an LC and distributed
to Lenders on account of their participations therein is thereafter
set aside, avoided, or recovered from Administrative Agent in
connection with any receivership, liquidation, or bankruptcy
proceeding, each Lender which received such distribution shall, upon
demand by Administrative Agent, contribute such Lender's ratable
portion of the amount set aside, avoided, or recovered, together with
interest at the rate required to be paid by Administrative Agent upon
the amount required to be repaid by it.

(d) If any draft shall be presented for honor under any
LC, Administrative Agent shall promptly notify Borrower of the date
and amount of such draft; provided that failure to give any such
notice shall not affect the obligations of Borrower hereunder.
Administrative Agent shall make payment upon presentment of a draft
for honor unless it appears that presentment on its face does not
comply with the terms of such LC, regardless of whether (i) any
default or potential default under any other agreement has occurred
and (ii) the obligations under any other agreement have been performed
by the beneficiary or any other Person (and Administrative Agent shall
not

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be liable for any obligation of any Person thereunder).
Administrative Agent and Lenders shall not be responsible for, and
Borrower's reimbursement obligations for honored drafts shall not be
affected by, any matter or event whatsoever (including, without
limitation, the validity or genuineness of documents or of any
endorsements thereof, even if such documents should in fact prove to
be in any respect invalid, fraudulent, or forged), or any dispute
among any Company, the beneficiary of any LC, or any other Person to
whom any LC may be transferred, or any claims whatsoever of any
Company against any beneficiary of any LC or any such transferee;
provided that, nothing in this Agreement shall constitute a waiver of
Borrower's Rights to assert any claim based upon the gross negligence
or wilful misconduct of Administrative Agent or any Lender.

(e) If Borrower fails to reimburse Administrative Agent
as provided in SECTION 2.2(C) within 24 hours of the demand therefor
by Administrative Agent, Administrative Agent shall promptly notify
each Lender of such failure, of the date and amount of the draft paid,
and of such Lender's Pro Rata Part thereof. Each Lender shall
promptly and unconditionally make available to Administrative Agent in
immediately available funds such Lender's Pro Rata Part of such unpaid
reimbursement obligation, which funds shall be paid to Administrative
Agent on or before the close of business on the Business Day on which
such notice was given by Administrative Agent (if given prior to 1:00
p.m., Dallas, Texas time) or on the next succeeding Business Day (if
notice was given after 1:00 p.m., Dallas, Texas time). All such
amounts payable by any such Lender shall include interest thereon
accruing at the Federal Funds Rate from the day the applicable draft
is paid by Administrative Agent to (but not including) the date such
amount is paid by such Lender to Administrative Agent. The
obligations of Lenders to make payments to Administrative Agent with
respect to LCs shall be irrevocable and not subject to any
qualification or exception whatsoever (other than the gross negligence
or wilful misconduct of Administrative Agent) and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances: (i) any lack of validity or enforceability of this
Agreement or any of the Loan Papers; (ii) the existence of any claim,
setoff, defense, or other Right which Borrower may have at any time
against a beneficiary named in a LC, any transferee of any LC (or any
Person for whom any such transferee may be acting), Administrative
Agent, any Lender, or any other Person, whether in connection with
this Agreement, any LC, the transactions contemplated herein, or any
unrelated transactions (including any underlying transaction between
Borrower and the beneficiary named in any such LC); (iii) any draft,
certificate, or any other document presented under the LC proving to
be forged, fraudulent, invalid, or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; and (iv)
the occurrence of any Potential Default or Default.

(f) Borrower acknowledges that each LC will be deemed
issued upon delivery to its beneficiary or Borrower. If Borrower
requests any LC be delivered to Borrower rather than the beneficiary,
and Borrower subsequently cancels such LC, Borrower agrees to return
it to Administrative Agent together with Borrower's written
certification that it has never been delivered to such beneficiary.
If any LC is delivered to its beneficiary pursuant to Borrower's
instructions, no cancellation thereof by Borrower shall be effective
without written consent of such beneficiary to Administrative Agent
and return of such LC to Administrative Agent. Borrower hereby agrees
that if Administrative Agent becomes involved in any dispute as a
result of Borrower's cancellation of any LC, it shall indemnify
Administrative Agent and Lenders for all losses, costs, damages,
expenses, and reasonable attorneys' fees suffered or incurred by
Administrative Agent and Lenders as a direct result thereof.

(g) Administrative Agent agrees with each Lender that it
will exercise and give the same care and attention to each LC as it
gives to its other letters of credit, and Administrative

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<PAGE> 28
Agent's sole liability to each Lender with respect to such LCs (other
than liability arising from the gross negligence or willful misconduct
of Administrative Agent) shall be to distribute promptly to each
Lender who has acquired a participating interest therein such Lender's
ratable portion of any payments made to Administrative Agent by
Borrower pursuant to SECTION 2.2(C). Each Lender and Borrower agree
that, in paying any draw under any LC, Administrative Agent shall not
have any responsibility to obtain any document (other than any
documents required by the respective LC) or to ascertain or inquire as
to the validity or accuracy of any such document or the authority of
the Person delivering any such document. Administrative Agent,
Lenders, and their respective Representatives shall not be liable to
any other Lender or any Company for the use which may be made of any
LC or for any acts or omissions of any beneficiary thereof in
connection therewith. Any action, inaction, error, delay, or omission
taken or suffered by Administrative Agent or any of its
Representatives under or in connection with any LC, the draws, drafts,
or documents relating thereto, or the transmission, dispatch, or
delivery of any message or advice related thereto, if in good faith
and in conformity with such Laws as Administrative Agent or any of its
Representatives may deem applicable and in accordance with the
standards of care specified in the Uniform Customs and Practice for
Documentary Credits, as in effect on the date of issue of such LC by
the International Chamber of Commerce, shall be binding upon the
Companies and Lenders and shall not place Administrative Agent or any
of its Representatives under any resulting liability to any Company or
any Lender. Any action taken or omitted or to be taken by
Administrative Agent under or in connection with any LC if taken or
omitted in the absence of gross negligence or wilful misconduct shall
not create for Administrative Agent any resulting liability to any
Lender or any Company.

(h) On the Termination Date or upon any demand by
Administrative Agent upon the occurrence and during continuance of a
Default, Borrower shall provide to Administrative Agent, for the
benefit of Lenders, cash collateral in an amount equal to the LC
Exposure existing on such date.

(i) IN ADDITION TO AMOUNTS PAYABLE AS ELSEWHERE PROVIDED
IN THIS AGREEMENT, BORROWER HEREBY AGREES TO PROTECT, INDEMNIFY, PAY
AND SAVE ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM AND
AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, OR LOSSES
OF, OR OWED TO THIRD PARTIES, AND ANY AND ALL RELATED COSTS, CHARGES,
AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES, INCLUDING
ALLOCATED COST OF INTERNAL COUNSEL), WHICH ADMINISTRATIVE AGENT, OR
ANY LENDER MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE, DIRECT OR
INDIRECT, OF (A) THE ISSUANCE OF ANY LC, OR (B) THE FAILURE OF
ADMINISTRATIVE AGENT TO HONOR A DRAFT UNDER SUCH LC AS A RESULT OF ANY
ACT OR OMISSION, WHETHER RIGHTFUL OR WRONGFUL, OF ANY PRESENT OR
FUTURE GOVERNMENTAL AUTHORITY; PROVIDED THAT, BORROWER SHALL HAVE NO
LIABILITY TO INDEMNIFY ADMINISTRATIVE AGENT OR ANY LENDER IN RESPECT
OF ANY LIABILITY ARISING OUT OF THE GROSS NEGLIGENCE OR WILFUL
MISCONDUCT OF SUCH PARTY OR ANY REPRESENTATIVES OF SUCH PARTY. THE
PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATIONS SET FORTH IN THIS
SECTION 2.2(I) SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE
OBLIGATION AND TERMINATION OF THIS AGREEMENT.

(j) Although referenced in any LC, terms of any
particular agreement or other obligation to the beneficiary are not in
any manner incorporated herein. The fees and other amounts payable
with respect to each LC shall be as provided in this Agreement, drafts
under any

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<PAGE> 29
LC shall be deemed part of the Obligation, and in the event of any
conflict between the terms of this Agreement and any LC Agreement, the
terms of this Agreement shall be controlling.

2.3 Swing Line Subfacility.

(a) For the convenience of the parties and as an integral
part of the transactions contemplated by the Loan Papers, NationsBank,
solely for its own account, may make any requested Borrowing of
$250,000 or a greater integral multiple thereof, subject to those
terms and conditions applicable to Borrowings set forth in SECTION
5.3(C), (D), (E), and (F), directly to Borrower as a Swing Line
Borrowing without requiring any other Lender to fund its Pro Rata Part
thereof unless and until SECTION 2.3(B) is applicable; provided that:
(i) each such Borrowing must occur on a Business Day prior to, and not
on or after, the Swing Line Maturity Date; (ii) the aggregate Swing
Principal Debt outstanding on any date of determination shall not
exceed $25,000,000; (iii) on any date of determination, the Commitment
Usage shall never exceed the Commitment; (iv) at the time of such
Swing Line Borrowing, no Default or Potential Default shall have
occurred and be continuing; (v) each Swing Line Borrowing shall be a
Money Market Borrowing; provided that at any time after Lenders are
deemed to have purchased pursuant to SECTION 2.3(B) a participation in
any Swing Line Borrowing, such Borrowing shall bear interest at the
Default Rate; and (vi) no additional Swing Line Borrowing shall be
made at any time after any Lender has refused, notwithstanding the
requirements of SECTION 2.3(B), to purchase a participation in any
Swing Line Borrowing as provided in such Section, and until such
purchase shall occur or until the Swing Line Borrowing has been
repaid. Each Borrowing under the Swing Line Subfacility shall be
available and may be prepaid on same day telephonic notice from
Borrower to NationsBank, so long as such notice is received by
NationsBank prior to 12:00 noon (Dallas, Texas time). Swing Line
Borrowings are payable by Borrower upon demand by NationsBank.

(b) If Borrower fails to repay any Swing Line Borrowing
within three Business Days after demand by NationsBank (and in any
event upon the earlier to occur of a Default, the Termination Date, or
the date on which the Commitment is canceled in full), Administrative
Agent shall timely notify each Lender of such failure and of the date
and amount not paid. No later than the close of business on the date
such notice is given (if such notice was given prior to 12:00 noon
Dallas time on any Business Day, or, if made at any other time, on the
next Business Day following the date of such notice), each Lender
shall be deemed to have irrevocably and unconditionally purchased and
received from NationsBank an undivided interest and participation in
such Swing Line Borrowing to the extent of such Lender's Pro Rata
Part, and each Lender shall make available to NationsBank in
immediately available funds such Lender's Pro Rata Part of such unpaid
amount. All such amounts payable by any Lender shall include interest
thereon from the date on which such payment is payable by such Lender
to, but not including, the date such amount is paid by such Lender to
Administrative Agent, at the Federal Funds Rate. If such Lender does
not promptly pay such amount upon Administrative Agent's demand
therefor, and until such time as such Lender makes the required
payment, NationsBank shall be deemed to continue to have outstanding a
Swing Line Borrowing in the amount of such unpaid obligation. Each
payment by Borrower of all or any part of any Swing Line Borrowing
shall be paid to Administrative Agent for the ratable benefit of
NationsBank and those Lenders who have funded their participations in
such Swing Line Debt under this SECTION 2.3(B); provided that, with
respect to any such participation, all interest accruing on the Swing
Principal Debt to which such participation relates prior to the date
of funding such participation shall be payable solely to NationsBank
for its own account.

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2.4 Competitive Bid Subfacility.

(a) In addition to Borrowings under the Revolving
Facility otherwise provided for herein, but subject to the terms and
conditions of the Loan Papers, Borrower may, as set forth in this
SECTION 2.4, request Lenders to make offers to make Competitive
Borrowings. Lenders may, but shall have no obligation to, make any
such offers, and Borrower may, but shall have no obligation to, accept
any such offers. Any Competitive Borrowings made available to
Borrower hereunder shall be subject, however, to the conditions that
on any date of determination: (i) the aggregate principal outstanding
under all Competitive Borrowings made by all Lenders shall not exceed
the Competitive Bid Availability then in effect; (ii) on any date of
determination, the Commitment Usage shall not exceed the Commitment;
and (iii) each Borrowing under the Competitive Bid Subfacility must
occur on a Business Day and prior to the Business Day immediately
preceding the Termination Date.

(b) In order to request Competitive Bids, Borrower shall
deliver a Competitive Bid Request to Administrative Agent no later
than 10:00 a.m. Dallas, Texas time (i) on the fifth Business Day
preceding the Borrowing Date for any requested Competitive Borrowing
that will be comprised of LIBOR Rate Borrowings, or (ii) not later
than 10:00 a.m. Dallas, Texas time one Business Day before the
Borrowing Date for any requested Competitive Borrowing that will be
comprised of Fixed Rate Borrowings. A Competitive Bid Request that
does not conform substantially to the format of EXHIBIT C-4 may be
rejected by Administrative Agent, and Administrative Agent shall
promptly notify Borrower of such rejection. Each Competitive Bid
Request shall refer to this Agreement and shall specify (x) whether
the Competitive Borrowing then being requested will be comprised of
LIBOR Rate Borrowings or Fixed Rate Borrowings, (y) the Borrowing Date
of such Competitive Borrowing (which shall be a Business Day) and the
aggregate principal amount thereof (which shall not be less than
$20,000,000 or a greater integral multiple of $1,000,000), and (z) the
Interest Period with respect thereto (which may not be more than six
months and may not extend beyond the Termination Date). Promptly
after its receipt of a Competitive Bid Request that is not rejected as
aforesaid, Administrative Agent shall notify Lenders of the
Competitive Bid Request on a form substantially similar to EXHIBIT C-5
hereto, pursuant to which Lenders are invited to bid, subject to the
terms and conditions of this Agreement, to make Competitive Borrowings
pursuant to such Competitive Bid Request. Notwithstanding the
foregoing, Administrative Agent shall have no obligation to invite any
Lender to make a Competitive Bid pursuant to this SECTION 2.4 until
such Lender has delivered a completed Administrative Questionnaire to
Administrative Agent.

(c) Each Lender may make one or more Competitive Bids to
Borrower responsive to each Competitive Bid Request. Each Competitive
Bid by a Lender must be received by Administrative Agent substantially
in the form of EXHIBIT C-6, (i) no later than 11:00 a.m. Dallas, Texas
time on the fourth Business Day preceding the Borrowing Date for any
requested Competitive Borrowing that will be comprised of LIBOR Rate
Borrowings, or (ii) prior to 10:00 a.m. Dallas, Texas time on the
Borrowing Date for any requested Competitive Borrowing that will be
comprised of Fixed Rate Borrowings. Competitive Bids that do not
conform substantially to the format of EXHIBIT C-6 may be rejected by
Administrative Agent after conferring with, and upon the instruction
of, Borrower, and Administrative Agent shall notify the appropriate
Lender of such rejection as soon as practicable. Each Competitive Bid
shall refer to this Agreement and shall (x) specify the principal
amount (which shall be in a minimum principal amount of $5,000,000 or
a greater integral multiple of $1,000,000 and which may equal the
entire principal amount of the Competitive Borrowing requested by
Borrower and may exceed such

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<PAGE> 31
Lender's Committed Sum, subject to the limitations set forth in
SECTION 2.4(A) hereof) of the Competitive Borrowing such Lender is
willing to make to Borrower, (y) specify the Competitive Bid Rate at
which such Lender is prepared to make its Competitive Borrowing, and
(z) confirm the Interest Period with respect thereto specified by
Borrower in its Competitive Bid Request. A Competitive Bid submitted
by a Lender pursuant to this SECTION 2.4(C) shall be irrevocable.

(d) Administrative Agent shall promptly notify Borrower
of all Competitive Bids made and the Competitive Bid Rate and the
principal amount of each Competitive Borrowing in respect of which a
Competitive Bid was made and the identity of the Lender that made each
bid.

(e) Borrower may, subject only to the provisions of this
SECTION 2.4(E), accept or reject any or all of the Competitive Bids
referred to in SECTION 2.4(C); provided, however, that the aggregate
amount of the Competitive Bids so accepted by Borrower may not exceed
the principal amount of the Competitive Borrowing requested by
Borrower (subject to the further limitations of SECTION 2.4(A)
hereof). Borrower shall notify Administrative Agent whether and to
what extent it has decided to accept or reject any or all of the bids
referred to in SECTION 2.4(C), (i) not later than 10:00 a.m. Dallas,
Texas time three Business Days before the Borrowing Date specified for
a proposed Competitive Borrowing that is deemed a LIBOR Rate Borrowing
or (ii) not later than 11:00 a.m., Dallas, Texas time on the day
specified for a proposed Competitive Borrowing that is deemed a Fixed
Rate Borrowing; provided, however, that (w) the failure by Borrower to
give such notice shall be deemed to be a rejection of all the bids
referred to in SECTION 2.4(C), (x) Borrower shall not accept a bid in
the same or lower principal amount made at a particular Competitive
Bid Rate if Borrower has decided to reject a bid made at a lower
Competitive Bid Rate, (y) if Borrower shall accept bids made at a
particular Competitive Bid Rate but shall be restricted by other
conditions hereof from borrowing the principal amount of the
Competitive Borrowing in respect of which bids at such Competitive Bid
Rate have been made, then Borrower shall accept a ratable portion of
each bid made at such Competitive Bid Rate based as nearly as possible
on the respective principal amounts of the Competitive Borrowing for
which such bids were made, and (z) no bid shall be accepted for a
Competitive Borrowing unless the aggregate principal amount to be
funded pursuant to all accepted bids shall be in a minimum amount of
$5,000,000 or a greater integral multiple of $1,000,000 for each
respective Lender whose bid is accepted. Notwithstanding the
foregoing, if it is necessary for Borrower to accept a ratable
allocation of the bids made in response to a Competitive Bid Request
(whether pursuant to the events specified in CLAUSE (Y) above or
otherwise) and the available principal amount of the Competitive
Borrowing to be allocated among the Lenders submitting Competitive
Bids is not sufficient to enable Competitive Borrowings to be
allocated to each such Lender in a minimum principal amount of
$5,000,000 or a greater integral multiple of $1,000,000, then Borrower
shall select the Lenders to be allocated such Competitive Borrowings
and shall round allocations up or down to the next higher or lower
multiple of $500,000 as it shall deem appropriate. A notice given by
Borrower pursuant to this SECTION 2.4(E) shall be irrevocable.

(f) Administrative Agent shall promptly notify each
bidding Lender whether or not its Competitive Bid has been accepted
(which notice to those Lenders whose Competitive Bids have been
accepted will be given within one hour from the time such bid was
accepted by Borrower and shall further indicate in what amount and at
what Competitive Bid Rate), and each successful bidder will thereupon
become bound, subject to the other applicable conditions hereof, to
advance the Competitive Borrowing in respect of which its bid has been
accepted. After completing the notifications referred to in the
immediately preceding sentence, Administrative Agent shall notify each
bidding Lender of the aggregate principal amount of all Competitive
Bids

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<PAGE> 32
accepted and the range of Competitive Bid Rates submitted in
connection with that Competitive Borrowing.

(g) If Administrative Agent shall at any time elect to
submit a Competitive Bid in its capacity as a Lender, it shall submit
such bid directly to Borrower one-half hour earlier than the latest
time at which the other Lenders are required to submit their bids to
Administrative Agent pursuant to SECTION 2.4(C).

(h) Each Competitive Borrowing shall be due and payable
on the last day of the applicable Interest Period; provided that if
Borrower fails to repay such Competitive Borrowing on such day,
Borrower shall be deemed to have given a Notice of Borrowing
requesting Lenders to make a Borrowing under the Revolving Facility in
the amount of such Competitive Borrowing, subject to satisfaction of
the conditions specified in SECTIONS 2.1 and 5.3; provided that
failure to repay such Competitive Borrowing on the last day of the
applicable Interest Period shall not constitute a failure to satisfy
such conditions.

2.5 Termination of Commitment. Without premium or penalty, and
upon giving not less than ten (10) Business Days prior written and irrevocable
notice to Administrative Agent, Borrower may terminate in whole or in part the
unused portion of the Commitment; provided that: (a) each partial termination
shall be in an amount of not less than $5,000,000 or a greater integral
multiple of $1,000,000; (b) the amount of the Commitment may not be reduced
below the Commitment Usage at such time; and (c) each reduction shall be
allocated Pro Rata among the Lenders in accordance with their respective Pro
Rata Part. Promptly after receipt of such notice of termination or reduction,
Administrative Agent shall notify each Lender of the proposed cancellation or
reduction. Such termination or partial reduction of the Commitment shall be
effective on the Business Date specified in Borrower's notice (which date must
be at least ten Business Days after Borrower's delivery of such notice). In
the event that the Commitment is reduced to zero at a time when there shall be
no outstanding LCs or Principal Debt, this Agreement shall be terminated to the
extent specified in SECTION 11.15, and all commitment fees and other fees then
earned and unpaid hereunder and all other amounts of the Obligation then due
and owing shall be immediately due and payable, without notice or demand by
Administrative Agent or any Lender.

2.6 Borrowing Procedure. The following procedures apply to
Borrowings (other than Competitive Borrowings, Swing Line Borrowings and
Borrowings pursuant to SECTION 2.2(C)):

(a) Each Borrowing shall be made on Borrower's notice (a
"NOTICE OF BORROWING," substantially in the form of EXHIBIT C-1) to
Administrative Agent requesting that Lenders fund a Borrowing on a
certain date (the "BORROWING DATE"), which notice (i) shall be
irrevocable and binding on Borrower, (ii) shall specify the Borrowing
Date, amount, Type, and (for a Borrowing comprised of LIBOR Rate
Borrowings) Interest Period, and (iii) must be received by
Administrative Agent no later than 10:00 a.m. Dallas, Texas time on
the third Business Day preceding the Borrowing Date for any LIBOR Rate
Borrowing or on the Business Day immediately preceding the Borrowing
Date for any Base Rate Borrowing. Administrative Agent shall timely
notify each Lender with respect to each Notice of Borrowing.

(b) Each Lender shall remit its Pro Rata Part of each
requested Borrowing to Administrative Agent's principal office in
Dallas, in funds which are or will be available for immediate use by
Administrative Agent by 1:00 p.m. Dallas time on the Borrowing Date
therefor. Subject to receipt of such funds, Administrative Agent
shall (unless to its actual knowledge any of the conditions precedent
therefor have not been satisfied by Borrower or waived by

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<PAGE> 33
Determining Lenders) make such funds available to Borrower by causing
such funds to be deposited to Borrower's account as designated to
Administrative Agent by Borrower. Notwithstanding the foregoing,
unless Administrative Agent shall have been notified by a Lender prior
to a Borrowing Date that such Lender does not intend to make available
to Administrative Agent such Lender's Pro Rata Part of the applicable
Borrowing, Administrative Agent may assume that such Lender has made
such proceeds available to Administrative Agent on such date, as
required herein, and Administrative Agent may (unless to its actual
knowledge any of the conditions precedent therefor have not been
satisfied by Borrower or waived by Determining Lenders), in reliance
upon such assumption (but shall not be required to), make available to
Borrower a corresponding amount in accordance with the foregoing
terms, but, if such corresponding amount is not in fact made available
to Administrative Agent by such Lender on such Borrowing Date,
Administrative Agent shall be entitled to recover such corresponding
amount on demand (i) from such Lender, together with interest at the
Federal Funds Rate during the period commencing on the date such
corresponding amount was made available to Borrower and ending on (but
excluding) the date Administrative Agent recovers such corresponding
amount from such Lender, or (ii) if such Lender fails to pay such
corresponding amount forthwith upon such demand, then from Borrower,
together with interest at a rate per annum equal to the applicable
rate for such Borrowing during the period commencing on such Borrowing
Date and ending on (but excluding) the date Administrative Agent
recovers such corresponding amount from Borrower. No Lender shall be
responsible for the failure of any other Lender to make its Pro Rata
Part of any Borrowing.

SECTION 3 TERMS OF PAYMENT; GUARANTIES; NEGATIVE PLEDGE.

3.1 Notes and Payments.

(a) The Principal Debt (other than Principal Debt arising
and outstanding under the Swing Line Subfacility and the Competitive
Bid Subfacility) shall be evidenced by the Revolving Notes, one
payable to each Lender in the maximum stated principal amount of its
Committed Sum as of the Closing Date. Principal Debt arising and
outstanding under the Competitive Bid Subfacility shall be evidenced
by Competitive Bid Notes, one payable to each Lender. Swing Line
Principal Debt arising and outstanding shall be evidenced by a Swing
Line Note payable to NationsBank in the maximum stated principal
amount of $25,000,000.

(b) Each payment or prepayment on the Obligation is due
and must be paid at Administrative Agent's principal office in Dallas
in funds which are or will be available for immediate use by
Administrative Agent by 12:00 noon Dallas, Texas time on the day due.
Payments made after 12:00 noon, Dallas, Texas, time shall be deemed
made on the Business Day next following. Administrative Agent shall
pay to each Lender any payment or prepayment to which such Lender is
entitled hereunder on the same day Administrative Agent shall have
received the same from Borrower; provided such payment or prepayment
is received by Administrative Agent prior to 12:00 noon Dallas, Texas
time, and otherwise before 12:00 noon Dallas time on the Business Day
next following. If and to the extent Administrative Agent shall not
make such payments to Lenders when due as set forth in the preceding
sentence, such unpaid amounts shall accrue interest, payable by
Administrative Agent, at the Federal Funds Rate from the due date
until (but not including) the date on which Administrative Agent makes
such payments to Lenders.

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3.2 Interest and Principal Payments.

(a) Interest on each LIBOR Rate Borrowing or on each
Fixed Rate Borrowing shall be due and payable as it accrues on the
last day of its respective Interest Period; provided that if any
Interest Period is a period greater than three (3) months, then
accrued interest shall also be due and payable on the date three (3)
months after the commencement of such Interest Period. Interest on
each Base Rate Borrowing shall be due and payable as it accrues on
each March 31, June 30, September 30, and December 31, and on the
Termination Date.

(b) The Commitment shall be permanently canceled and
reduced to $0 on the Termination Date, and Borrower shall pay on such
Termination Date all outstanding Principal Debt, together with all
accrued and unpaid interest and fees.

(c) If the Companies fail to satisfy the conditions in
SECTION 5.4 on or before December 30, 1996, then on December 31, 1996,
Borrower shall repay or prepay the Principal Debt in an amount equal
to the amount, if any, by which the Commitment Usage exceeds the
Commitment then in effect, together with all accrued and unpaid
interest on the principal amount so repaid or prepaid and any
Consequential Loss arising as a result thereof.

(d) On any date of determination, if the Commitment Usage
exceeds the Commitment then in effect, or if the Swing Principal Debt
exceeds the Swing Line Subfacility then in effect, then Borrower shall
make a mandatory prepayment of the Principal Debt under the Revolving
Facility in at least the amount of such excess, together with (i) all
accrued and unpaid interest on the principal amount so prepaid and
(ii) any Consequential Loss arising as a result thereof.

(e) After giving Administrative Agent advance written
notice of the intent to prepay, Borrower may voluntarily prepay all or
any part of the Principal Debt from time to time and at any time, in
whole or in part, without premium or penalty; provided that: (i) such
notice must be received by Administrative Agent by 12:00 noon Dallas,
Texas time on (A) the third Business Day preceding the date of
prepayment of a LIBOR Rate Borrowing, and (B) one Business Day
preceding the date of prepayment of a Base Rate Borrowing; (ii) each
such partial prepayment must be in a minimum amount of at least
$5,000,000 or a greater integral multiple of $1,000,000 thereof (if a
LIBOR Rate Borrowing or a Base Rate Borrowing), or $250,000 or an
integral multiple thereof (if a Swing Line Borrowing); (iii) all
accrued interest on the Obligation must also be paid in full, to the
date of such prepayment; and (iv) Borrower shall pay any related
Consequential Loss within ten (10) days after demand therefor. Each
notice of prepayment shall specify the prepayment date, the facility
or the subfacility hereunder being prepaid, the Type of Borrowing(s)
and amount(s) of such Borrowing(s) to be prepaid and shall constitute
a binding obligation of Borrower to make a prepayment on the date
stated therein. Notwithstanding the foregoing, Borrower shall not
voluntarily prepay any Competitive Borrowing prior to the last day of
the Interest Period therefor.

(f) This SECTION 3.2(F) shall apply in the event of an
asset disposition by any Company, as a result of which Borrower is
required to prepay, or to offer to prepay, all or any part of the Debt
under any Note Agreement or the IDB Subordinated Debt. In the event
that any Company shall consummate such an asset disposition, Borrower
shall provide Administrative Agent and each Lender with written notice
of such asset disposition and the amount of the aggregate net proceeds
thereof. Borrower shall, within ten (10) Business Days after the
consummation of such disposition, prepay the Obligation in an amount
equal to the aggregate net

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proceeds received by Borrower or any Restricted Company from such
asset disposition multiplied by a fraction, the numerator of which
fraction shall be the outstanding principal amount of the Principal
Debt on the date of such disposition, and the denominator of which
fraction shall be the outstanding consolidated Total Debt on such
date. Prepayments on the Obligation under this SECTION 3.2(F) shall
be applied in such order and manner as set forth in SECTION 3.11.

3.3 Interest Options. Except where specifically otherwise
provided, Borrowings shall bear interest at a rate per annum equal to the
lesser of (a) as to the respective Type of Borrowing (as designated by Borrower
in accordance with this Agreement), the Base Rate plus the Applicable Margin,
the LIBOR Rate plus the Applicable Margin, any Competitive Bid Rate, or the
Money Market Rate, as the case may be, and (b) the Maximum Rate. Each change
in the Base Rate, the Maximum Rate, and the Money Market Rate, subject to the
terms of this Agreement, will become effective, without notice to Borrower or
any other Person, upon the effective date of such change.

3.4 Quotation of Rates. It is hereby acknowledged that a
Responsible Officer or other appropriately designated officer of Borrower may
call Administrative Agent on or before the date on which a Notice of Borrowing
is to be delivered by Borrower in order to receive an indication of the rates
then in effect, but such indicated rates shall neither be binding upon
Administrative Agent or Lenders nor affect the rate of interest which
thereafter is actually in effect when the Notice of Borrowing is given.

3.5 Default Rate. At the option of Determining Lenders and to the
extent permitted by Law, all past-due Principal Debt and accrued interest
thereon shall bear interest from maturity (stated or by acceleration) at the
Default Rate until paid, regardless whether such payment is made before or
after entry of a judgment; provided that the Default Rate shall automatically
apply in the case of SECTIONS 2.2(C) and 2.3(A) where the Default Rate is
specified.

3.6 Interest Recapture. If the designated rate applicable to any
Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing
shall be limited to the Maximum Rate, but any subsequent reductions in such
designated rate shall not reduce the rate of interest thereon below the Maximum
Rate until the total amount of interest accrued thereon equals the amount of
interest which would have accrued thereon if such designated rate had at all
times been in effect. In the event that at maturity (stated or by
acceleration), or at final payment of the Notes, the total amount of interest
paid or accrued is less than the amount of interest which would have accrued if
such designated rates had at all times been in effect, then, at such time and
to the extent permitted by Law, Borrower shall pay an amount equal to the
difference between (a) the lesser of the amount of interest which would have
accrued if such designated rates had at all times been in effect and the amount
of interest which would have accrued if the Maximum Rate had at all times been
in effect, and (b) the amount of interest actually paid or accrued on the
Notes.

3.7 Interest Calculations.

(a) All payments of interest shall be calculated on the
basis of actual number of days (including the first day but excluding
the last day) elapsed but computed as if each calendar year consisted
of 360 days in the case of a LIBOR Rate Borrowing, a Fixed Rate
Borrowing, or a Money Market Borrowing (unless such calculation would
result in the interest on the Borrowings exceeding the Maximum Rate in
which event such interest shall be calculated on the basis of a year
of 365 or 366 days, as the case may be) and 365 or 366 days, as the
case may be, in the case of a Base Rate Borrowing. All interest rate
determinations and calculations by Administrative Agent shall be
conclusive and binding absent manifest error.

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(b) The provisions of this Agreement relating to
calculation of the Base Rate, the LIBOR Rate, the Money Market Rate,
and Competitive Bid Rates are included only for the purpose of
determining the rate of interest or other amounts to be paid
hereunder that are based upon such rate.

3.8 Maximum Rate. Regardless of any provision contained in any
Loan Paper, no Lender shall ever be entitled to contract for, charge, take,
reserve, receive, or apply, as interest on the Obligation, or any part thereof,
any amount in excess of the Maximum Rate, and, if Lenders ever do so, then such
excess shall be deemed a partial prepayment of principal and treated hereunder
as such and any remaining excess shall be refunded to Borrower. In determining
if the interest paid or payable exceeds the Maximum Rate, Borrower and Lenders
shall, to the maximum extent permitted under applicable Law, (a) treat all
Borrowings as but a single extension of credit (and Lenders and Borrower agree
that such is the case and that provision herein for multiple Borrowings is for
convenience only), (b) characterize any nonprincipal payment as an expense,
fee, or premium rather than as interest, (c) exclude voluntary prepayments and
the effects thereof, and (d) amortize, prorate, allocate, and spread the total
amount of interest throughout the entire contemplated term of the Obligation;
provided that, if the Obligation is paid and performed in full prior to the end
of the full contemplated term thereof, and if the interest received for the
actual period of existence thereof exceeds the Maximum Amount, Lenders shall
refund such excess, and, in such event, Lenders shall not, to the extent
permitted by Law, be subject to any penalties provided by any Laws for
contracting for, charging, taking, reserving, or receiving interest in excess
of the Maximum Amount.

3.9 Interest Periods. When Borrower requests any LIBOR Rate
Borrowing or a Fixed Rate Borrowing, Borrower may elect the interest period
(each an "INTEREST PERIOD") applicable thereto, which shall be, at Borrower's
option, one, two, three, or six months (in respect of any LIBOR Rate Borrowing)
and any period of up to six (6) months (with respect to any Fixed Rate
Borrowing); provided, however, that: (a) the initial Interest Period for a
LIBOR Rate Borrowing shall commence on the date of such Borrowing (including
the date of any conversion thereto), and each Interest Period occurring
thereafter in respect of such Borrowing shall commence on the day on which the
next preceding Interest Period applicable thereto expires; (b) if any Interest
Period for a LIBOR Rate Borrowing begins on a day for which there is no
numerically corresponding Business Day in the calendar month at the end of such
Interest Period, such Interest Period shall end on the next Business Day
immediately following what otherwise would have been such numerically
corresponding day in the calendar month at the end of such Interest Period
(unless such date would be in a different calendar month from what would have
been the month at the end of such Interest Period, or unless there is no
numerically corresponding day in the calendar month at the end of the Interest
Period; whereupon, such Interest Period shall end on the last Business Day in
the calendar month at the end of such Interest Period); (c) no Interest Period
may be chosen with respect to any portion of the Principal Debt which would
extend beyond the scheduled repayment date (including any dates on which
mandatory prepayments are required to be made) for such portion of the
Principal Debt; and (d) no more than an aggregate of ten (10) Interest Periods
(including, without limitation, Interest Periods for Competitive Borrowings)
shall be in effect at one time.

3.10 Conversions. Borrower may (a) convert a LIBOR Rate Borrowing
on the last day of an Interest Period to a Base Rate Borrowing, (b) convert a
Base Rate Borrowing at any time to a LIBOR Rate Borrowing, and (c) elect a new
Interest Period (in the case of a LIBOR Rate Borrowing), by giving notice (a
"NOTICE OF CONVERSION," substantially in the form of EXHIBIT C-2) of such
intent no later than 10:00 a.m. Dallas, Texas time on the third Business Day
prior to the date of conversion or the last day of the Interest Period, as the
case may be (in the case of a conversion to a LIBOR Rate Borrowing or an
election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas
time one Business Day prior to the last day of the Interest Period (in the case
of a conversion to a Base Rate Borrowing); provided that

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the principal amount converted to, or continued as, a LIBOR Rate Borrowing
shall be in an amount not less than $20,000,000 or a greater integral multiple
of $1,000,000. Administrative Agent shall timely notify each Lender with
respect to each Notice of Conversion. Absent Borrower's Notice of Conversion
or election of a new Interest Period, a LIBOR Rate Borrowing shall be deemed
converted to a Base Rate Borrowing effective as of the expiration of the
Interest Period applicable thereto.

3.11 Order of Application.

(a) Payments and prepayments of the Obligation shall be
applied in the order and manner specified in this Agreement; provided,
however, if no order is otherwise specified in this Agreement and no
Default or Potential Default has occurred and is continuing, payments
and prepayments of the Obligation shall be applied first to fees,
second to accrued interest then due and payable on the Principal Debt,
and then to the remaining Obligation in the order and manner as
Borrower may direct.

(b) If a Default or Potential Default has occurred and is
continuing (or if Borrower fails to give direction as permitted under
SECTION 3.11(A)), any payment or prepayment (including proceeds from
the exercise of any Rights) shall be applied in the following order:
(i) to all fees and expenses for which Administrative Agent or Lenders
have not been paid or reimbursed in accordance with the Loan Papers;
(ii) to accrued interest on the Principal Debt; (iii) to the Swing
Principal Debt; (iv) to any reimbursement obligation with respect to
any LC which is due and payable and which remains unfunded by any
Borrowing under the Revolving Facility; (v) to the remaining Principal
Debt in such order as Determining Lenders may elect (provided that
Determining Lenders will apply such proceeds in an order that will
minimize any Consequential Loss); (vi) to the remaining Obligation in
the order and manner Determining Lenders deem appropriate; and (vii)
as a deposit with Administrative Agent, for the benefit of Lenders, as
security for, and to provide for the payment of, any reimbursement
obligations, if any, thereafter arising with respect to any LC.

3.12 Sharing of Payments, Etc.. If any Lender shall obtain any
payment (whether voluntary, involuntary, or otherwise, including, without
limitation, as a result of exercising its Rights under SECTION 3.13) which is
in excess of its ratable share of any such payment, such Lender shall purchase
from the other Lenders such participations as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, the purchase shall be
rescinded and the purchase price restored to the extent of such recovery.
Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this section may to the fullest extent permitted by Law,
exercise all of its Rights of payment (including the Right of offset) with
respect to such participation as fully as if such Lender were the direct
creditor of Borrower in the amount of such participation.

3.13 Offset. Upon the occurrence and during the continuance of a
Default, each Lender shall be entitled to exercise (for the benefit of all
Lenders in accordance with SECTION 3.12) the Rights of offset and/or banker's
Lien against each and every account and other property, or any interest
therein, which any Company may now or hereafter have with, or which is now or
hereafter in the possession of, such Lender to the extent of the full amount of
the Obligation owed to such Lender.

3.14 Booking Borrowings. To the extent permitted by Law, any
Lender may make, carry, or transfer its Borrowings at, to, or for the account
of any of its branch offices or the office of any of its

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Affiliates, provided that no Affiliate shall be entitled to receive any greater
payment under SECTION 3.16 than the transferor Lender would have been entitled
to receive with respect to such Borrowings.

3.15 Basis Unavailable or Inadequate for LIBOR Rate. If, on or
before any date on which a LIBOR Rate is to be determined for a Borrowing,
Administrative Agent determines that the basis for determining any such rate is
not available or Determining Lenders determine that the resulting rate does not
accurately reflect the cost to Lenders of making, maintaining, or converting
Borrowings at such rate for the applicable Interest Period, then Administrative
Agent shall promptly give notice of such determination to Borrower and Lenders
(and such determination shall be conclusive and binding on Borrower, absent
manifest error) and such Borrowing shall bear interest at the sum of the Base
Rate plus the Applicable Margin. Until Administrative Agent notifies Borrower
that the circumstances giving rise to such condition no longer exist, Lenders'
commitments hereunder to make or maintain, or to convert to, LIBOR Rate
Borrowings shall be suspended and such Borrowings shall be made or maintained
at the sum of the Base Rate plus the Applicable Margin. Subject to the terms
and conditions of this Agreement, if Administrative Agent notifies Borrower
that the circumstances giving rise to the suspension of Lenders' obligations to
make or maintain LIBOR Rate Borrowings no longer exist, Borrower shall be
entitled to request LIBOR Rate Borrowings and convert Base Rate Borrowings to
LIBOR Rate Borrowings as if the provisions of this paragraph had never applied.

3.16 Additional Costs.

(a) If, in respect of all or any portion of any Lender's
commitment hereunder, any LIBOR Rate Borrowing, or any Fixed Rate
Borrowing owed to any Lender (i) any present or future Law shall
impose, modify, or deem applicable, or compliance by such Lender with
any requirement (whether or not having the force of Law) of any
Governmental Authority shall result in, any requirement that any
reserves (including, without limitation, any marginal, emergency,
supplemental, special, or other reserves) be maintained, and (ii) any
of the same results in a reduction in any sums receivable by such
Lender hereunder or an increase in the costs incurred by such Lender
in advancing or maintaining any portion of any LIBOR Rate Borrowing or
any Fixed Rate Borrowing, then (A) such Lender (through Administrative
Agent) shall notify Borrower upon becoming aware of same and deliver
to Borrower a certificate setting forth in reasonable detail the
amount necessary to compensate such Lender for such reduction or such
increase (which certificate shall be conclusive and binding as to such
amount, absent manifest error), and (B) Borrower shall promptly pay
such amount to such Lender within ten (10) days after demand therefor.

(b) If with respect to all or any portion of any
Borrowing or any LC, any present or future Law regarding capital
adequacy or compliance by Administrative Agent (as issuer of LCs) or
any Lender or its holding company with any request, directive, or
requirement now existing or hereafter imposed by any Governmental
Authority regarding capital adequacy (whether or not having the force
of Law), or any change in the risk category of this transaction shall
result in a reduction in the rate of return on any Lender's or
Administrative Agent's capital as a consequence of its obligations
under this Agreement to a level below that which it otherwise could
have achieved by an amount deemed by it to be material (and it may, in
determining such amount, utilize such assumptions and allocations of
costs and expenses as it shall deem reasonable and may use any
reasonable averaging or attribution method), then (unless the effect
of such event is already reflected in the rate of interest then
applicable hereunder) Administrative Agent or such Lender (through
Administrative Agent) shall notify Borrower and deliver to Borrower a
certificate setting forth in reasonable detail the calculation of the
amount necessary to compensate

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Administrative Agent or such Lender or its holding company therefor,
which certificate shall be conclusive and binding absent manifest
error, and Borrower shall promptly pay such amount to Administrative
Agent (for the account of such Lender) or such Lender within ten (10)
days after demand therefor. The provisions of and undertakings and
indemnifications set forth in this SECTION 3.16 shall survive the
satisfaction and payment of the Obligation and termination of this
Agreement.

3.17 Change in Laws. If at any time any Law shall make it unlawful
for any Lender to make or maintain LIBOR Rate Borrowings, then such Lender
(through Administrative Agent) shall promptly notify Borrower and
Administrative Agent, and (a) in respect of undisbursed funds, such Lender
shall not be obligated to make any requested Borrowing which would be unlawful,
and (b) in respect of any outstanding Borrowing (i) if maintaining such
Borrowing until the last day of the Interest Period applicable thereto is
unlawful, such Borrowing shall be converted to a Base Rate Borrowing as of the
date of such notice, and Borrower shall pay any related Consequential Loss, or
(ii) if not so prohibited by Law, such Borrowing shall be converted to a Base
Rate Borrowing as of the last day of the Interest Period then applicable
thereto, or (iii) if any such conversion will not resolve such unlawfulness,
Borrower shall prepay promptly such LIBOR Rate Borrowing, without penalty, but
with any related Consequential Loss.

3.18 Consequential Loss. Borrower shall indemnify each Lender
against, and shall pay to such Lender within ten (10) days after demand, any
Consequential Loss of such Lender. When any Lender demands that Borrower pay
any Consequential Loss, such Lender shall deliver to Borrower and
Administrative Agent a certificate setting forth in reasonable detail the basis
for imposing such Consequential Loss and the calculation of such amount
thereof, which calculation shall be conclusive and binding absent manifest
error. The provisions of and undertakings and indemnifications set forth in
this SECTION 3.18 shall survive the satisfaction and payment of the Obligation
and termination of this Agreement.

3.19 Guaranties. Borrower shall cause each of the Restricted
Subsidiaries (other than Foreign Restricted Subsidiaries) to execute and
deliver to Administrative Agent on behalf of Lenders a Guaranty providing for
the unconditional guarantee of the full and complete payment and performance of
the Obligation and compliance with certain provisions hereof.

3.20 Negative Pledge. Borrower (and each Company by executing a
Guaranty) hereby covenant and agree not to directly or indirectly create,
incur, grant, suffer, or permit to be created or incurred any Lien on any of
the respective assets of such Companies, other than Permitted Liens.
Furthermore, in the event that, notwithstanding the foregoing, any such Liens
(other than Permitted Liens) are granted, incurred, or created, then (unless
Determining Lenders shall consent to such grant, incurrence or creation), in
addition to other Rights granted to Lenders hereunder or under applicable Law,
(a) any Person receiving the benefit of any such additional Liens shall be
deemed to receive any such grant or conveyance of Liens for the ratable and
pari passu benefit of Lenders and Administrative Agent and shall be deemed the
bailee and agent for such Lenders for the sole purpose of holding any such
collateral and Liens and perfecting Lenders' Liens therein; and (b) upon the
request of Administrative Agent, each Company shall execute, and shall request
the other Party to execute, all such documents and take all actions requested
by Determining Lenders to more fully evidence and create such ratable, pari
passu Liens in favor of Lenders and Administrative Agent.

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SECTION 4 FEES.

4.1 Treatment of Fees. Except as otherwise provided by Law, the
fees described in this SECTION 4 (a) do not constitute compensation for the
use, detention, or forbearance of money, (b) are in addition to, and not in
lieu of, interest and expenses otherwise described in this Agreement, (c) shall
be payable in accordance with SECTION 3.1, (d) shall be non-refundable, (e)
shall, to the fullest extent permitted by Law, bear interest, if not paid when
due, at the Default Rate, and (f) shall be calculated on the basis of actual
number of days (including the first day but excluding the last day) elapsed,
but computed as if each calendar year consisted of 360 days, unless such
computation would result in interest being computed in excess of the Maximum
Rate in which event such computation shall be made on the basis of a year of
365 or 366 days, as the case may be.

4.2 Fees of Administrative Agent and Arranger. Borrower shall pay
to Administrative Agent or Arranger, as the case may be, solely for their
respective accounts, the fees described in that certain separate letter
agreement dated as of May 13, 1996, between Borrower, Administrative Agent, and
Arranger, which payments shall be made on the dates specified, and in amounts
calculated in accordance with, such letter agreement.

4.3 Standby LC Fees. Borrower shall pay to Administrative Agent,
for the ratable benefit of Lenders, in accordance with their respective Pro
Rata Parts, a fee for each LC, payable in installments in advance, so long as
such LC remains outstanding. Such installments shall be paid commencing on the
date of issuance of the applicable LC, for the period from and including such
date to but excluding the next quarterly payment date (as hereinafter
specified), and thereafter on each March 31, June 30, September 30 and December
31, for the period from and including such quarterly payment date to but
excluding the next quarterly payment date or (if earlier) the expiry date of
such LC. Each such installment shall be in an amount equal to the product of
(a) the Applicable Margin for LIBOR Rate Borrowings in effect on the date of
payment of such fee (and applied on a per annum basis) multiplied by (b) the
face amount of such LC, and pro rated (in accordance with SECTION 4.1(F)) for
the period for which such installment is due.

4.4 LC Issuance and Fronting Fees. Borrower shall pay
Administrative Agent, as the issuer of LCs and for the individual account of
Administrative Agent, an LC issuance and fronting fee for each LC, payable in
installments in advance, so long as such LC remains outstanding. Such
installments shall be paid commencing on the date of issuance of the applicable
LC, for the period from and including such date to but excluding the next
quarterly payment date (as hereinafter specified), and thereafter on each March
31, June 30, September 30 and December 31, for the period from and including
such quarterly payment date to but excluding the next quarterly payment date or
(if earlier) the expiry date of such LC. Each such installment shall be in an
amount equal to the product of (a) 0.125% per annum multiplied by (b) the face
amount of such LC, and pro rated (in accordance with SECTION 4.1(F)) for the
period for which such installment is due. In addition, Borrower shall pay to
Administrative Agent, for its individual account, standard administrative
charges for LC amendments provided for in SECTION 2.2(C).

4.5 Competitive Bid Fee. Each Competitive Bid Request submitted
by Borrower to Administrative Agent shall be accompanied by a competitive bid
fee of $1500 (payable solely to Administrative Agent for its own account) and
shall only request bids for a single Borrowing Date.

4.6 Agent and Co-Agent Fees. On the Closing Date, Borrower shall
pay to each Agent and Co-Agent certain fees as described in a separate letter
agreement between Borrower and such Agents or Co-Agents.

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4.7 Amendment Fees. On the Closing Date, Borrower shall pay to
each Lender listed on SCHEDULE 4.7 an amendment fee in the amount listed by
such Lender's name on SCHEDULE 4.7.

4.8 Incremental Facility Fees. On the Closing Date, Borrower
shall pay to each Lender listed on SCHEDULE 4.8 an incremental facility fee in
the amount listed by such Lender's name on SCHEDULE 4.8.

4.9 Commitment Fees.

(a) Following the Closing Date, Borrower shall pay to
Administrative Agent, for the ratable account of Lenders, a commitment
fee, payable in installments in arrears, on each March 31, June 30,
September 30, and December 31 and on the Termination Date, commencing
September 30, 1996. Each installment shall be in an amount equal to a
variable percentage multiplied by the amount by which (i) the average
daily Commitment exceeds (ii) the average daily Commitment Usage, in
each case during the period from and including the last payment date
to and excluding the payment date for such installment, provided that
each such installment shall be calculated in accordance with SECTION
4.1(F). The variable Commitment Fee percentage shall, on any date of
determination, be equal to (x) 0.250% per annum so long as the
Leverage Ratio is greater than or equal to 2.5:1.0, (y) 0.200% per
annum so long as the Leverage Ratio is less than 2.5:1.0 but greater
than or equal to 2.0:1.0, or (z) 0.150% per annum so long as the
Leverage Ratio is less than 2.0:1.0. Solely for the purposes of this
SECTION 4.9, (i) determinations of the average daily Commitment Usage
shall exclude the Principal Debt of all Competitive Borrowings and
Swing Line Borrowings (provided that, solely for NationsBank in its
capacity as the Lender under the Swing Line Subfacility [and any
successor Lender thereunder], Borrowings under the Swing Line
Subfacility will be included in determining the Commitment Usage for
such Lender up to, but not in excess of, the amount which causes the
Commitment Usage of such Lender to equal the Committed Sum of such
Lender); and (ii) "ratable" shall mean, for any period of
calculation, with respect to any Lender, that proportion which (x) the
average daily unused Committed Sum of such Lender during such period
bears to (y) the amount of the average daily unused Commitment during
such period.

(b) For the period from the Closing Date to the date upon
which the conditions set forth in SECTION 5.4 are satisfied, Borrower
shall pay to Administrative Agent for the ratable account of Lenders,
an additional commitment fee, payable quarterly in installments in
arrears, on each March 31, June 30, September 30, and December 31 and
on the Termination Date, commencing September 30, 1996. Each
installment shall be in an amount equal to the product of (i) 0.125%
per annum multiplied by (ii) the average daily Incremental Commitment,
in each case during the period from and including the last payment
date to and excluding the payment date for such installment, provided
that each such installment shall be calculated in accordance with
SECTION 4.1(F).

SECTION 5 CONDITIONS PRECEDENT.

5.1 Conditions Precedent to Closing. This Agreement shall not
become effective unless Administrative Agent has received all of the
agreements, documents, instruments, and other items described on SCHEDULE 5.1
(with sufficient copies for the Lenders).

5.2 Conditions Precedent to a Permitted Acquisition. Prior to the
consummation of any Acquisition (whether or not the purchase price for such
Acquisition is funded by Borrowings), Borrower (a) shall deliver to
Administrative Agent (i) all supplements to, or revisions of, SCHEDULES 6.2(a),
6.7(a),

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6.9, 6.11, and 6.13 which are required to make the disclosures in such
Schedules accurate after giving effect to such Acquisition, and (ii)
supplements to, or revisions of, SCHEDULES 7.12, 7.13 and 7.21, as applicable,
if any Debt, Liens, or Investments acquired or incurred as a result of such
Acquisition are not otherwise permitted by the Loan Papers; (b) shall have
obtained, on or prior to the date of consummation of such Acquisition, the
consent of Determining Lenders with respect to any revised or supplemental
Schedules delivered pursuant to ITEMS (I) and (II) preceding; and (c) shall
have delivered to Administrative Agent a certificate (substantially in the form
of EXHIBIT E-2 and otherwise acceptable to Administrative Agent) (i) confirming
that all representations and warranties in this Agreement are true and correct
immediately prior to and after giving effect to the Acquisition, (ii)
confirming that no Default or Potential Default exists at the time of the
Acquisition and after giving effect to the Acquisition, (iii) providing the
calculations supporting the Companies' compliance with SECTION 7.12 and SECTION
7.28(A) after giving effect to the Acquisition, (iv) confirming that the
Companies are Solvent immediately prior to and after giving effect to the
Acquisition, and (v) confirming that the Acquisition meets all other
requirements of a "Permitted Acquisition."

5.3 Conditions Precedent to Each Borrowing. In addition to the
conditions stated in SECTION 5.1 and SECTION 5.2, Lenders will not be obligated
to fund (as opposed to continue or convert) any Borrowing (including any
Competitive Borrowing), and Administrative Agent will not be obligated to issue
any LC, as the case may be, unless on the date of such Borrowing or issuance
(and after giving effect thereto), as the case may be: (a) Administrative
Agent shall have timely received therefor a Notice of Borrowing, a Notice of LC
(together with the applicable LC Agreement), or Notice of Competitive Borrowing
as the case may be; (b) Administrative Agent shall have received, as
applicable, the LC fees provided for in SECTION 4.3 and 4.4 hereof or the
Competitive Bid fees as provided for in SECTION 4.5 hereof, if applicable; (c)
all of the representations and warranties of Borrower or any Company set forth
in the Loan Papers are true and correct in all material respects (except to the
extent that (i) the representations and warranties speak to a specific date or
(ii) in the case of representations and warranties set forth in SECTIONS 6.2,
6.3, 6.7, 6.9, 6.11, 6.13, 6.19, and 6.20, the facts on which such
representations and warranties are based have been changed by transactions
contemplated or permitted by this Agreement and, if applicable, supplemental
Schedules have been delivered with respect thereto and, in the case of
SCHEDULES 6.2(A), 6.7(A), 6.9, 6.11 and 6.13, approved by Determining Lenders);
(d) no change in the financial condition of any Company which is a Material
Adverse Event shall have occurred; (e) no Default or Potential Default shall
have occurred and be continuing; (f) the funding of such Borrowings and
issuance of such LC, as the case may be, is permitted by Law; (g) in the event
all or any part of the proceeds of the Borrowing will be used to finance a
Permitted Acquisition, Administrative Agent shall have timely received
certified copies of any and all purchase agreements executed by any Restricted
Company in connection with such Permitted Acquisition, together with all
financial information and projections required by the Loan Papers in connection
with a Permitted Acquisition, including, without limitation, all items required
in SECTION 5.2; and (h) all matters related to such Borrowing must be
satisfactory to Determining Lenders and their respective counsel in their
reasonable determination, and upon the reasonable request of Administrative
Agent, Borrower shall deliver to Administrative Agent evidence substantiating
any of the matters in the Loan Papers which are necessary to enable Borrower to
qualify for such Borrowing. Each Notice of Borrowing and LC Agreement
delivered to Administrative Agent shall constitute the representation and
warranty by Borrower to Administrative Agent that the statements in CLAUSES
(c), (d), (e), and (f) above are true and correct in all respects. Each
condition precedent in this Agreement is material to the transactions
contemplated in this Agreement, and time is of the essence in respect of each
thereof. Subject to the prior approval of Determining Lenders, Lenders may
fund any Borrowing, and Administrative Agent may issue any LC, without all
conditions being satisfied, but, to the extent permitted by Law, the same shall
not be deemed to be a waiver of the

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requirement that each such condition precedent be satisfied as a prerequisite
for any subsequent funding or issuance, unless Determining Lenders specifically
waive each such item in writing.

5.4 Conditions Precedent to Availability of the Incremental
Commitment. In addition to the conditions stated in SECTION 5.1 and SECTION
5.3, Lenders shall not be obligated to fund any portion of the Incremental
Commitment until such time as the Companies have obtained the necessary Special
Regulatory Approvals and have delivered to Administrative Agent (a) legal
opinions of the Companies' regulatory counsel, in form and substance acceptable
to Administrative Agent and its counsel, confirming that all Special Regulatory
Approvals have been obtained by the Companies and no further approvals,
authorizations, consents, adjudications or orders of the FCC or any state PUC
are required to be obtained by the Companies in connection with Borrowings of
amounts available pursuant to the Incremental Commitment and the extension of
the Termination Date to June 30, 2001; and (b) any other evidence of such
Special Regulatory Approvals as Administrative Agent or its counsel may
reasonably request.

SECTION 6 REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants to Administrative Agent and Lenders as follows:

6.1 Purpose of Credit Facility. Borrower (a) will use (or will
loan such proceeds to Restricted Subsidiaries to so use) all proceeds of
Borrowings for one or more of the following: (i) working capital; (ii) general
corporate purposes of the Companies; (iii) Capital Expenditures of the
Companies (including, without limitation, the Network Construction Project);
(iv) the financing of Permitted Acquisitions; (v) prepayments or redemptions in
respect of the IDB Subordinated Debt (to the extent such Debt is not converted
to equity); and (vi) repayment of outstanding indebtedness under the Existing
Agreement owed to any Existing Lender that is not a Lender hereunder; and (b)
will use all LCs issued pursuant to the Revolving Facility solely for the
purpose of securing Company obligations under Special Guaranties, and Company
obligations of a type described in SECTION 7.13(B)(IV) as all such obligations
arise in the ordinary course of business of the Companies. No Company is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any "margin stock"
within the meaning of Regulation U. No part of the proceeds of any Borrowing
will be used, directly or indirectly, for a purpose which violates any Law,
including without limitation, the provisions of Regulation U. Without the
prior written consent of Determining Lenders, no part of the proceeds of any
Borrowing will be used to make any prepayments on, or redemptions of, any Debt
evidenced by or associated with any Note Agreement.

6.2 Existence, Good Standing, Authority, and Authorizations. Each
Restricted Company is duly organized, validly existing, and in good standing
under the Laws of its jurisdiction of organization (such jurisdictions being
identified on SCHEDULE 6.3(A), as supplemented and modified in writing from
time to time to reflect any changes to such Schedule as a result of
transactions permitted by the Loan Papers). Except where failure could not be
a Material Adverse Event, each Company (other than the Inactive Subsidiaries)
(a) is duly qualified to transact business and is in good standing in each
jurisdiction where the nature and extent of its business and properties require
the same (such jurisdictions, as of the Closing Date, and the last day of each
fiscal quarter thereafter, and at the time of any Permitted Acquisition, being
identified on SCHEDULE 6.3(A), as supplemented and modified in writing from
time to time to reflect any changes to such Schedule as a result of
transactions permitted by the Loan Papers), and (b) possesses all requisite
authority, power, licenses, permits, Authorizations, and franchises to use its
assets and conduct its business as is now being, or is contemplated herein to
be, conducted, except where failure could not be a Material Adverse Event. No
Authorization is required to authorize, or is required in connection with, the
execution, delivery, legality, validity, binding effect, performance, or
enforceability of the Loan Papers, or any Permitted Acquisition (including any
change of control occurring as a result thereof) consummated

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on or prior to the date this representation or warranty (or reconfirmation
thereof) is made under the Loan Papers, except (i) as shall have been obtained
upon or prior to the execution and delivery of the relevant Loan Paper or the
consummation of the relevant Permitted Acquisition, as the case may be, (ii) as
set forth on SCHEDULE 6.2(A), as supplemented and modified, or as otherwise
disclosed in writing to Administrative Agent and Lenders from time to time so
long as such supplement, modification or disclosure has been approved by
Determining Lenders, and (iii) those Authorizations the failure of which to be
obtained or made could not be a Material Adverse Event and, in the case of the
relevant Permitted Acquisition, would not reasonably be expected to materially
impair the value to the Companies of, or the benefits to be derived by the
Companies from, the relevant Permitted Acquisition. All Authorizations of the
FCC and any PUC of the Restricted Companies necessary to conduct their
businesses as of the Closing Date are described on SCHEDULE 6.2(B). The
Restricted Companies have obtained all Authorizations of the FCC and any
applicable PUC necessary to conduct their businesses, and all such
Authorizations are in full force and effect, without conditions except such
conditions as are generally applicable to holders of such Authorizations.
There are no violations of any such Authorizations which could, individually or
collectively, be a Material Adverse Event, nor are there any proceedings
pending or, to the knowledge of Borrower, threatened against the Restricted
Companies to revoke or limit any such Authorization which could, individually
or collectively, be a Material Adverse Event, and Borrower has no knowledge
that any such Authorizations will not be renewed in the ordinary course, except
for any nonrenewals that could not be a Material Adverse Event.

6.3 Subsidiaries; Capital Stock. Borrower has no Subsidiaries
except as disclosed on SCHEDULE 6.3(A) (as supplemented and modified in writing
from time to time to reflect any changes to such Schedule as a result of
transactions permitted by the Loan Papers). All of the outstanding shares of
capital stock (or similar voting interests) of each Restricted Subsidiary are
duly authorized, validly issued, fully paid, and nonassessable and are owned of
record and beneficially as set forth on SCHEDULE 6.3(A) (as supplemented and
modified in writing from time to time to reflect any changes to such Schedule
as a result of transactions permitted by the Loan Papers), free and clear of
any Liens, restrictions, claims, or Rights of another Person, other than
Permitted Liens, and none of such shares owned by another Restricted Company is
subject to any restriction on transfer thereof except for restrictions imposed
by securities Laws and general corporate Laws. No Restricted Subsidiary has
outstanding any warrant, option, or other Right of any Person to acquire any of
its capital stock or similar equity interests, except as set forth on SCHEDULE
6.3(B) (as supplemented and modified in writing from time to time to reflect
any changes to such Schedule as a result of transactions permitted by the Loan
Papers). The Inactive Subsidiaries are not engaged in the business of long
distance telephone transmission, local telephone service, cellular telephone
service, or operator or interexchange services and do not engage in any other
material trade, business, or other activity; none of the Inactive Subsidiaries
has any material assets or liabilities, nor does any other Company have any
liability, direct or indirect, with respect to any Inactive Subsidiary. The
Receivables Subsidiary is not engaged in any activity, nor does it own any
asset, other than those incidental to Accounts Receivable Financings.

6.4 Authorization and Contravention. The execution and delivery
by each Company of each Loan Paper to which it is a party and the performance
by such Company of its obligations thereunder (a) are within the corporate
power of such Company, (b) will have been duly authorized by all necessary
corporate action on the part of such Company when such Loan Paper is executed
and delivered, (c) require no action by or in respect of, or filing with, any
Governmental Authority, which action or filing has not been taken or made on or
prior to the Closing Date (or if later, the date of execution and delivery of
such Loan Paper) other than, on or prior to the satisfaction of the conditions
precedent set forth in SECTION 5.4, the Special Regulatory Approvals, (d) will
not violate any provision of the charter or bylaws of such Company, (e) will
not violate any provision of Law applicable to it, other than such violations
which

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individually or collectively could not be a Material Adverse Event, (f) will
not violate any Material Agreements to which it is a party, other than such
violations which could not be a Material Adverse Event, or (g) will not result
in the creation or imposition of any Lien on any asset of any Company. Other
than such consents and approvals the failure of which to obtain could not be a
Material Adverse Event, (i) each Company has obtained as of the date of
execution and delivery of the relevant Loan Paper all necessary consents and
approvals of any Person or Governmental Authority required to be obtained in
order for such Company to execute, deliver, and perform such Loan Paper other
than, on or prior to the satisfaction of the conditions precedent set forth in
SECTION 5.4, the Special Regulatory Approvals, and (ii) the Companies have (or
will have upon consummation thereof) all necessary consents and approvals of
any Person or Governmental Authority required to be obtained in order to effect
any asset transfer, change of control, merger, or consolidations permitted by
the Loan Papers.

6.5 Binding Effect. Upon execution and delivery by all parties
thereto, each Loan Paper will constitute a legal, valid, and binding obligation
of each Company party thereto, enforceable against each such Company in
accordance with its terms, except as enforceability may be limited by
applicable Debtor Relief Laws and general principles of equity.

6.6 Financial Statements. The Current Financials were prepared in
accordance with GAAP and present fairly, in all material respects, the
consolidated financial condition, results of operations, and cash flows of the
Companies as of and for the portion of the fiscal year ending on the date or
dates thereof (subject only to normal year-end audit adjustments). There were
no material liabilities, direct or indirect, fixed or contingent, of the
Companies as of the date or dates of the Current Financials which are required
under GAAP to be reflected therein or in the notes thereto, and are not so
reflected. Except for transactions directly related to, or specifically
contemplated by, the Loan Papers, there have been no changes in the
consolidated financial condition of the Companies from that shown in the
Current Financials after such date which could be a Material Adverse Event, nor
has Borrower or any Company incurred any liability (including, without
limitation, any liability under any Environmental Law), direct or indirect,
fixed or contingent, after such date which could be a Material Adverse Event.

6.7 Litigation, Claims, Investigations. Except as described on
SCHEDULE 6.7(A), as supplemented and modified in writing from time to time, or
as otherwise disclosed to Administrative Agent and Lenders in writing from time
to time (so long as such supplements, modifications, and disclosures have been
approved by Determining Lenders), no Company is subject to, or aware of the
threat of, any Litigation which is reasonably likely to be determined adversely
to any Company and, if so adversely determined, could be a Material Adverse
Event. There are no outstanding orders or judgment for the payment of money in
excess of $20,000,000 (individually or collectively) or any warrant of
attachment, sequestration, or similar proceeding against any Company's assets
having a value (individually or collectively) of $20,000,000 which is not
either (i) stayed on appeal or (ii) being diligently contested in good faith by
appropriate proceedings and adequate reserves have been set aside on the books
of such Company in accordance with GAAP. Moreover, except as set forth on
SCHEDULE 6.7(A), as supplemented and modified in writing from time to time, or
as otherwise disclosed to Administrative Agent and Lenders (so long as such
supplements, modifications and disclosures have been approved by Determining
Lenders), there are no formal complaints, suits, claims, investigations, or
proceedings initiated at or by any Governmental Authority pending or threatened
by or against any Company which could be a Material Adverse Event, nor are
there any judgments, decrees, or orders of any Governmental Authority
outstanding against any Company that could be a Material Adverse Event. For
purposes of this SECTION 6.7, in addition to the Litigation that could be a
Material Adverse Event and that is listed on SCHEDULE 6.7(A) or in supplements
thereto or disclosures relating thereto, any Litigation, claim, or
investigation for which the amount or range of potential loss is equal to or in
excess of $10,000,000 (based on the good faith estimate

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<PAGE> 46
of Borrower) and that is not otherwise listed on SCHEDULE 6.7(A) or in
supplements thereto or disclosures relating thereto has been listed on SCHEDULE
6.7(B) (or in supplements thereto or disclosures relating thereto).
Additionally, the aggregate range of potential loss exposure for all
Litigation, claims, or investigations not described on SCHEDULE 6.7(B) (or
supplements thereto or disclosures relating thereto) would be less than
$20,000,000 (based on the good faith estimate of Borrower).

6.8 Taxes. All Tax returns of each Company required to be filed
have been filed (or extensions have been granted) prior to delinquency, except
for any such returns for which the failure to so file could not be a Material
Adverse Event, and all Taxes imposed upon each Company which are due and
payable have been paid prior to delinquency, other than Taxes for which the
criteria for Permitted Liens (as specified in SECTION 7.13(B)(VII)) have been
satisfied or for which nonpayment thereof could not constitute a Material
Adverse Event.

6.9 Environmental Matters. Other than as set forth on SCHEDULE
6.9, as supplemented and modified in writing from time to time, or as otherwise
disclosed to Administrative Agent and Lenders (so long as such supplements,
modifications, and disclosures have been approved by Determining Lenders), no
Company (a) knows of any environmental condition or circumstance, such as the
presence or Release of any Hazardous Substance, on any property presently or
previously owned by any Company that could be a Material Adverse Event, (b)
knows of any violation by any Company of any Environmental Law, except for such
violations that could not be a Material Adverse Event, or (c) knows that any
Company is under any obligation to remedy any violation of any Environmental
Law, except for such obligations that could not be a Material Adverse Event;
provided, however, that each Company (x) to the best of its knowledge, has in
full force and effect all environmental permits, licenses, and approvals
required to conduct its operations and is operating in substantial compliance
thereunder, and (y) has taken prudent steps to determine that its properties
and operations are not in violation of any Environmental Law.

6.10 Employee Benefit Plans. (a) No Employee Plan has incurred an
accumulated funding deficiency, as defined in section 302 of ERISA and section
412 of the Code, (b) neither Borrower nor any ERISA Affiliate has incurred
material liability which is currently due and remains unpaid under Title IV of
ERISA to the PBGC or to an Employee Plan in connection with any such Employee
Plan, (c) neither Borrower nor any ERISA Affiliate has withdrawn in whole or in
part from participation in a Multiemployer Plan, (d) Borrower has not engaged
in any "prohibited transaction" (as defined in section 406 of ERISA or section
4975 of the Code) which would be a Material Adverse Event, and (e) no
Reportable Event has occurred which is likely to result in the termination of
an Employee Plan. The present value of all benefit liabilities within the
meaning of Title IV of ERISA under each Employee Plan (based on those actuarial
assumptions used to fund such Employee Plan) did not, as of the last annual
valuation date for the 1995 plan year of such Plan, exceed the value of the
assets of such Employee Plan, and the total present values of all benefit
liabilities within the meaning of Title IV of ERISA of all Employee Plans
(based on the actuarial assumptions used to fund each such Plan) did not, as of
the respective annual valuation dates for the 1995 plan year of each such Plan,
exceed the value of the assets of all such plans.

6.11 Properties; Liens. Except as set forth on SCHEDULE 6.11 (as
supplemented and modified in writing from time to time to reflect any changes
to such Schedule as a result of transactions permitted by the Loan Papers so
long as such supplement or modification has been approved by Determining
Lenders), each Company has good and marketable title to (or, in the case of
Rights of Way, the right to use) all its property reflected on the Current
Financials (except for property that is obsolete or that has been disposed of
in the ordinary course of business or as otherwise permitted by the Loan
Papers). Except for Permitted Liens, there is no Lien on any property of any
Company, and the execution, delivery,

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performance, or observance of the Loan Papers will not require or result in the
creation of any Lien on such property.

6.12 Government Regulations. No Company is subject to regulation
under the Investment Company Act of 1940, as amended, the Public Utility
Holding Company Act of 1935, as amended, or any other Law (other than
Regulations G, T, U, and X of the Board of Governors of the Federal Reserve
System and the requirements of any PUC or public service commission) which
regulates the incurrence of Debt.

6.13 Transactions with Affiliates. Except as disclosed on SCHEDULE
6.13 (as supplemented and modified in writing from time to time, so long as
such supplement or modification has been approved by Determining Lenders), no
Company is a party to a material transaction with any of its Affiliates
(excluding other Companies), other than transactions in the ordinary course of
business and upon fair and reasonable terms not materially less favorable than
such Company could obtain or could become entitled to in an arm's-length
transaction with a Person that was not its Affiliate. For purposes of this
SECTION 6.13, a transaction is "material" if it requires any Company to pay
more than $10,000,000 during the term of the agreement governing such
transaction.

6.14 Debt. No Company is an obligor on any Debt other than
Permitted Debt.

6.15 Material Agreements. There are no failures of Material
Agreements to be in full force and effect, and no default or potential default
exists on the part of any Company thereunder, which could be a Material Adverse
Event.

6.16 Insurance. Each Company maintains with financially sound,
responsible, and reputable insurance companies or associations (or, as to
workers' compensation or similar insurance, with an insurance fund or by
self-insurance authorized by the jurisdictions in which it operates) insurance
concerning its properties and businesses against such casualties and
contingencies and of such types and in such amounts (and with co-insurance and
deductibles) as is customary in the case of same or similar businesses.

6.17 Labor Matters. There are no actual or threatened strikes,
labor disputes, slow downs, walkouts, or other concerted interruptions of
operations by the employees of any Company that could be a Material Adverse
Event. Hours worked by and payment made to employees of the Companies have not
been in violation of the Fair Labor Standards Act or any other applicable Law
dealing with such matters, other than any such violations, individually or
collectively, which could not constitute a Material Adverse Event. All
payments due from any Company on account of employee health and welfare
insurance have been paid or accrued as a liability on its books, other than any
such nonpayments which could not, individually or collectively, constitute a
Material Adverse Event.

6.18 Solvency. At the time of each Borrowing hereunder and on the
date of each Permitted Acquisition, each Restricted Company is (and after
giving effect to the transactions contemplated by the Loan Papers, any
Permitted Acquisition, and any incurrence of additional Debt will be) Solvent.

6.19 Trade Names. No Restricted Company has used or transacted
business exclusively under any other corporate or trade name in any
jurisdiction in the five-year period preceding the Closing Date, except as set
forth on SCHEDULE 6.19 (as supplemented and modified in writing from time to
time to reflect transactions permitted by the Loan Papers).

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6.20 Intellectual Property. Each Company owns or has sufficient
and legally enforceable rights to use all material licenses, patents, patent
applications, copyrights, service marks, trademarks, trademark applications,
and trade names necessary to continue to conduct its businesses as heretofore
conducted by it, now conducted by it, and now proposed to be conducted by it.
Each Company is conducting its business without infringement or claim of
infringement of any license, patent, copyright, service mark, trademark, trade
name, trade secret, or other intellectual property right of others, other than
any such infringements or claims which, if successfully asserted against or
determined adversely to any Company, could not, individually or collectively,
constitute a Material Adverse Event. To the knowledge of any Company, except
as set forth on SCHEDULE 6.20 (as supplemented and modified in writing from
time to time to reflect transactions permitted by the Loan Papers), there is no
material infringement or claim of infringement by others of any patent,
copyright, service mark, trademark, trade name, trade secret, or other
intellectual property of any Company.

6.21 Compliance with Laws. No Company is in violation of any Laws,
other than such violations which could not, individually or collectively, be a
Material Adverse Event. No Company has received notice alleging any
noncompliance with any Laws, except for such noncompliance which is listed on
SCHEDULE 6.7(A) or SCHEDULE 6.7(B), which has been cured or no longer exists,
or which could not constitute a Material Adverse Event.

6.22 Regulation U. "Margin Stock" (as defined in Regulation U)
constitutes less than 25% of those assets of the Companies which are subject to
any limitation on sale, pledge, or other restriction hereunder.

6.23 Full Disclosure. There is no material fact or condition
relating to the Loan Papers or the financial condition, business, or property
of any Company which could be a Material Adverse Event and which has not been
related, in writing, to Administrative Agent. All information heretofore
furnished by any Company to any Lender or Administrative Agent in connection
with the Loan Papers was, and all such information hereafter furnished by any
Company to any Lender or Administrative Agent will be, true and accurate in all
material respects or based on reasonable estimates on the date as of which such
information is stated or certified.

SECTION 7 COVENANTS. Borrower covenants and agrees that, from the
Closing Date and so long thereafter as Lenders are committed to fund Borrowings
and Administrative Agent is committed to issue LCs under this Agreement and
thereafter until the payment in full of the Principal Debt (and termination of
outstanding LCs and Financial Hedges with any Lender or any Affiliate of any
Lender, if any, unless such Lender shall otherwise consent) and payment in full
of all other interest, fees, and other amounts of the Obligation then due and
owing, unless Borrower receives a prior written consent to the contrary by
Administrative Agent as authorized by Determining Lenders:

7.1 Use of Proceeds. Borrower shall use the proceeds of
Borrowings only for the purposes represented herein.

7.2 Books and Records. Each Restricted Company shall maintain
books, records, and accounts necessary to prepare financial statements in
accordance with GAAP.

7.3 Items to be Furnished. Borrower shall cause the following to
be furnished to Administrative Agent for delivery to Lenders:

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(a) Promptly after preparation, and no later than 90 days
after the last day of each fiscal year of Borrower, Financial
Statements showing the consolidated (as to the Companies) financial
condition and results of operations of the Companies as of, and for
the year ended on, such last day, accompanied by:

(i) the unqualified opinion of a firm of
nationally-recognized independent certified public
accountants, based on an audit using generally accepted
auditing standards, that such Financial Statements were
prepared in accordance with GAAP and present fairly the
consolidated financial condition and results of operations of
the Companies;

(ii) any management letter prepared by such
accounting firm;

(iii) a certificate from such accounting firm to
Administrative Agent indicating that during its audit it
obtained no knowledge of any Default or Potential Default or,
if it obtained such knowledge, the nature and period of
existence thereof;

(iv) a letter from such accounting firm addressed
to Borrower, with a copy to Administrative Agent,
acknowledging that (A) Borrower plans to provide
Administrative Agent with such audited Financial Statements
and accompanying audit report, (B) Administrative Agent has
informed Borrower that Administrative Agent and Lenders intend
to rely on such firm's audit report accompanying such
Financial Statements, and (C) Borrower intends for
Administrative Agent and Lenders to so rely; and

(v) a Compliance Certificate with respect to such
Financial Statements.

(b) Promptly after preparation, and no later than 45 days
after the last day of each fiscal quarter of Borrower (other than the
fourth fiscal quarter of each fiscal year), Financial Statements
showing the consolidated (as to the Companies) financial condition and
results of operations of the Companies for such fiscal quarter and for
the period from the beginning of the current fiscal year to, such last
day, accompanied by a Compliance Certificate with respect to such
Financial Statements.

(c) On or prior to January 31 of each fiscal year of
Borrower, the financial budget for such fiscal year, accompanied by a
certificate executed by a Responsible Officer certifying that such
budget was prepared by Borrower based on assumptions which, in light
of the historical performance of the Companies and their prospects for
the future, are realistic and achievable.

(d) Notice, promptly after Borrower knows or has reason
to know of, (i) the existence and status of any Litigation which could
be a Material Adverse Event, or of any order or judgment for the
payment of money in excess of $10,000,000 (individually or
collectively) or any warrant of attachment, sequestration or similar
proceeding against a Company's assets having a value (individually or
collectively) of $10,000,000, (ii) any material change in any material
fact or circumstance represented or warranted in any Loan Paper, (iii)
a Default or Potential Default, specifying the nature thereof and what
action Borrower or any other Company has taken, is taking, or proposes
to take with respect thereto, (iv) the receipt by any Restricted
Company of any notice from any Governmental Authority of the
expiration without renewal, termination, material modification or
suspension of, or institution of any proceedings to terminate,
materially modify, or suspend, any Authorization granted by the FCC or
any applicable PUC, or any other Authorization which any Restricted
Company is required to hold in order to operate its business in
compliance with all applicable Laws, (v) any federal, state, or local
statute, regulation, or

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ordinance or judicial or administrative order limiting or controlling
the operations of any Restricted Company which has been issued or
adopted hereafter and which is of material adverse importance or
effect in relation to the operation of any Restricted Company, (vi)
the receipt by any Company of notice of any violation or alleged
violation of any Environmental Law, which violation or alleged
violation could individually or collectively with other such
violations or allegations, constitute a Material Adverse Event, or
(vii) (A) the occurrence of a Reportable Event that, alone or together
with any other Reportable Event, could reasonably be expected to
result in liability of Borrower to the PBGC in an aggregate amount
exceeding $10,000,000; (B) any expressed statement in writing on the
part of the PBGC of its intention to terminate any Employee Plan or
Plans; (C) Borrower's or an ERISA Affiliate's becoming obligated to
file with the PBGC a notice of failure to make a required installment
or other payment with respect to an Employee Plan; or (D) the receipt
by Borrower or an ERISA Affiliate from the sponsor of a Multiemployer
Plan of either a notice concerning the imposition of withdrawal
liability in an aggregate amount exceeding $10,000,000 or of the
impending termination or reorganization of such Multiemployer Plan.

(e) Promptly after any of the information or disclosures
provided on any of the Schedules delivered pursuant to this Agreement
becomes outdated or incorrect in any material respect, such revised or
updated Schedule(s) as may be necessary or appropriate to update or
correct such information or disclosures; provided that in the case of
SCHEDULES 6.2(A), 6.7(A), 6.9, 6.11, and 6.13, the information thereon
shall not be deemed accepted for purposes of this Agreement or become
part of the Loan Papers unless approved by Determining Lenders.

(f) Promptly after preparation, true, correct, and
complete copies of all material reports or filings filed by or on
behalf of any Company with any Governmental Authority (including the
FCC and the Securities and Exchange Commission).

(g) Promptly after the filing thereof, a true, correct,
and complete copy of each Form 10-K, Form 10-Q, and Form 8-K filed by
or on behalf of Borrower with the Securities and Exchange Commission.

(h) Promptly upon request therefor by Administrative
Agent or two or more Lenders (through Administrative Agent), such
information (not otherwise required to be furnished under the Loan
Papers) respecting the business affairs, assets, and liabilities of
the Companies, and such opinions, certifications and documents, in
addition to those mentioned in this Agreement, as reasonably
requested.

7.4 Inspections. Upon reasonable notice, each Company shall allow
Administrative Agent or any Lender (or their respective Representatives) to
inspect any of its properties, to review reports, files, and other records and
to make and take away copies thereof, to conduct tests or investigations, and
to discuss any of its affairs, conditions, and finances with such Company's
other creditors, directors, officers, or employees, or other representatives,
and at any time after the occurrence and during the continuance of a Default,
with such Company's independent accountants, from time to time, during
reasonable business hours; provided that, notwithstanding the foregoing, prior
to the occurrence of a Default or Potential Default, Administrative Agent or
any Lender (or their respective Representatives) will obtain the prior approval
of a Responsible Officer prior to any such discussions with officers or
employees of any Company; provided, further, that, if a Default or Potential
Default has occurred and is continuing, no such prior approval from a
Responsible Officer shall be required to have been obtained by Lender,
Administrative Agent or their respective Representatives.

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7.5 Taxes. Each Company (a) shall promptly pay when due any and
all Taxes other than Taxes the applicability, amount or validity of which is
being contested in good faith by lawful proceedings diligently conducted, and
against which reserve or other provision required by GAAP has been made, and in
respect of which levy and execution of any lien securing same have been and
continue to be stayed, and (b) shall not, directly or indirectly, use any
portion of the proceeds of any Borrowing to pay the wages of employees unless a
timely payment to or deposit with the appropriate Governmental Authorities of
all amounts of Tax required to be deducted and withheld with respect to such
wages is also made.

7.6 Payment of Obligations. Each Company (a) shall promptly pay
(or renew and extend) all of its material obligations as the same become due
(unless such obligations [other than the Obligation arising under the Loan
Papers] are being contested in good faith by appropriate proceedings), and (b)
shall not (i) at any time a Default or Potential Default exists, make any
voluntary prepayment of principal of, or interest on, any other Debt (other
than the Obligation), whether subordinate to the Obligation or not or (ii) use
proceeds from the Revolving Facility to make any voluntary prepayment of
principal of, or interest on, or sinking fund payment in respect of any Note
Agreement.

7.7 Maintenance of Existence, Assets, and Business. Except as
otherwise permitted by SECTION 7.26, each Company (excluding the Inactive
Subsidiaries) shall at all times: (a) maintain its existence and good standing
in the jurisdiction of its organization and its authority to transact business
in all other jurisdictions listed on SCHEDULE 6.3(A) (as supplemented and
modified from time to time to reflect transactions permitted by the Loan
Papers) where the failure to so maintain its authority to transact business
could be a Material Adverse Event; (b) maintain all licenses, permits, and
franchises necessary for its business where the failure to so maintain could be
a Material Adverse Event; (c) keep all of its assets which are useful in and
necessary to its business in good working order and condition (ordinary wear
and tear excepted) and make all necessary repairs thereto and replacements
thereof; and (d) do all things necessary to obtain, renew, extend, and continue
in effect all Authorizations issued by the FCC or any applicable PUC which may
at any time and from time to time be necessary for the Restricted Companies to
operate their businesses in compliance with applicable Law, where the failure
to so renew, extend, or continue in effect could be a Material Adverse Event.

7.8 Insurance. Each Company shall, at its cost and expense,
maintain insurance with financially sound and reputable insurers, in such
amounts, and covering such risks, as shall be ordinary and customary for
similar companies in the industry. Each Company shall deliver to
Administrative Agent certificates of insurance for each such policy of
insurance and evidence of payment of all premiums thereon.

7.9 Preservation and Protection of Rights. Each Company shall
perform such acts and duly authorize, execute, acknowledge, deliver, file, and
record any additional agreements, documents, instruments, and certificates as
Administrative Agent or Determining Lenders may reasonably deem necessary or
appropriate in order to preserve and protect the Rights of Administrative Agent
and Lenders under any Loan Paper.

7.10 Employee Benefit Plans. Borrower shall not directly or
indirectly, engage in any "prohibited transaction" (as defined in section 406
of ERISA or section 4975 of the Code), and Buyer and its ERISA Affiliates shall
not, directly or indirectly, (a) incur any "accumulated funding deficiency" as
such term is defined in section 302 of ERISA with respect to any Employee Plan,
(b) permit any Employee Plan to be subject to involuntary termination
proceedings pursuant to Title IV of ERISA, or (c) fully or partially withdraw
from any Multiemployer Plan, if such prohibited transaction, accumulated

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<PAGE> 52
funding deficiency, termination proceeding or withdrawal would result in
liability on the part of Borrower in excess of $10,000,000.

7.11 Environmental Laws. Each Company shall (a) conduct its
business so as to comply with all applicable Environmental Laws and shall
promptly take corrective action to remedy any non-compliance with any
Environmental Law, (b) shall promptly investigate and remediate any known
Release or threatened Release of any Hazardous Substance on any property owned
by any Company or at any facility operated by any Company to the extent and
degree necessary to comply with Law and to assure that any Release or
threatened Release does not result in a substantial endangerment to human
health or the environment, and (c) establish and maintain a management system
designed to ensure compliance with applicable Environmental Laws and minimize
financial and other risks to each Company arising under applicable
Environmental Laws or as a result of environmentally-related injuries to
Persons or property. Borrower shall provide Administrative Agent with an
annual recertification of its compliance with the foregoing covenant upon each
anniversary of the Closing Date. Should any circumstances preclude Borrower
from making such an annual certification, Borrower shall provide to
Administrative Agent an explanation in detail satisfactory to Determining
Lenders of the circumstances precluding such certification.

7.12 Debt and Contingent Obligations. No Company shall, directly
or indirectly, create, incur, or suffer to exist any direct, indirect, fixed,
or contingent liability for any Debt or Contingent Obligations, other than:

(a) The Obligation;

(b) Debt incurred by Borrower under any Financial Hedge;

(c) Debt of any Restricted Company (other than a Foreign
Restricted Subsidiary) to Borrower or another Restricted Company, Debt
of Borrower to any Restricted Company, Debt of any Foreign Restricted
Subsidiary to a Restricted Company to the extent permitted pursuant to
SECTION 7.21(D) or Debt of any Restricted Company to the Receivables
Subsidiary;

(d) Debt existing on the Closing Date (or such later date
as such Schedule is revised or supplemented with the consent of
Determining Lenders), as more particularly described on SCHEDULE 7.12
(the "EXISTING DEBT");

(e) Debt not otherwise permitted by this SECTION 7.12
(including, without limitation, Capital Leases or Debt assumed or
created in connection with any Permitted Acquisition) of any Company
(other than the Receivables Subsidiary), so long as (a) no Default or
Potential Default exists on the date any such Debt is created,
incurred, or assumed or arises as a result of or after giving effect
to any such Debt incurrence; and (b) the aggregate amount of all such
additional Debt of the Companies, when aggregated with the principal
amount of Existing Debt then outstanding, does not exceed, at the time
of any determination thereof, 7.5% of the amount of Total Debt for
which the Companies may be obligated without violating the Leverage
Ratio requirements set forth in SECTION 7.28(A);

(f) Debt of Borrower not otherwise permitted by this
SECTION 7.12 arising under or in connection with public or privately
placed notes, debentures, bonds, debt securities or related
indentures, or credit arrangements or other agreements (other than the
IDB Subordinated Debt permitted by SECTION 7.12(G)), so long as (i) no
Default or Potential Default exists on the date any

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<PAGE> 53
such Debt is created or arises as a result of any borrowing thereunder; (ii)
the provisions of the documents evidencing such Debt are not materially more
restrictive (as reasonably determined by Administrative Agent) than the
provisions of the Loan Papers, including, without limitation, any requirements
for mandatory prepayments or redemptions at any time where similar payments are
not required under the Loan Papers; (iii) such Debt provides for no scheduled
payment of principal prior to June 30, 2002; (iv) such Debt is unsecured senior
or unsecured subordinated Debt; and (v) the documents pursuant to which such
Debt is issued are reasonably satisfactory to Administrative Agent and its
counsel;

(g) The IDB Subordinated Debt existing on the Closing
Date so long as the IDB Subordinated Debt remains expressly
subordinate to the prior payment of the Obligation;

(h) Debt (including any Debt of the Receivables
Subsidiary to any Restricted Company) arising under or in connection
with any Accounts Receivable Financing to the extent such Accounts
Receivable Financing and the related Accounts Receivable Financing
Amount is permitted by SECTION 7.23(F); and

(i) Debt arising under or in connection with any of the
following permitted Contingent Obligations:

(1) Guaranties of any Company (other than the
Receivables Subsidiary) with respect to obligations of the
Companies to landlords of leased premises under operating
leases incurred in the ordinary course of business;

(2) Guaranties of any Company (other than the
Receivables Subsidiary) with respect to obligations of any
other Company under agreements for the purchase or lease of
Network Facilities or services entered into by any such
Company in the ordinary course of business;

(3) Endorsements in the ordinary course of
business of instruments or items of payment for deposit to the
general account of any Company;

(4) Guaranties of the Obligation;

(5) So long as no Default or Potential Default
exists on the date of any such guaranty or arises as a result
of thereof, guaranties of any Restricted Company of the Debt
described in ITEM (E) hereof;

(6) So long as no Default or Potential Default
exists on the date of any such guaranty or arises as a result
thereof, guaranties of any Restricted Company of the Debt
described in ITEM (F) hereof so long as when such guaranties
secure payment of Debt subordinated to the Obligation, these
guaranties have been subordinated to the Obligation to the
same extent as the related subordinated Debt; and

(7) Contingent Obligations that are incurred in
respect of the following:

(A) guaranties of any Company (other
than the Receivables Subsidiary) with respect to
obligations of a party (other than any Company) under

47
<PAGE> 54
any lease, which third-party guaranties arise in
connection with a sale or other disposition permitted
under SECTION 7.23;

(B) indemnifications of any Company
under Receivables Documents which evidence Accounts
Receivables Financings permitted by SECTION 7.23(F);

(C) third-party loans and advances of
any Company (other than the Receivables Subsidiary)
to employees of any Company for travel,
entertainment, and relocation expenses incurred in
the ordinary course of business;

(D) obligations of any Company to
insurers required in connection with worker's
compensation and other insurance coverage incurred in
the ordinary course of business;

(E) obligations of any Company (other
than the Receivables Subsidiary) under any Financial
Hedge with any Lender or any Affiliate of any Lender;
and

(F) guaranties of any Company (other
than the Receivables Subsidiary) made in the ordinary
course of business by any Company of obligations of
Borrower or any Wholly-owned Restricted Company,
which obligations are not Debt and are not otherwise
prohibited under this Agreement (but expressly
excluding obligations under operating leases unless,
and only to the extent, permitted by ITEM (1) under
SECTION 7.12(I)).

7.13 Liens. No Company will, directly or indirectly, (a) enter
into or permit to exist any arrangement or agreement which directly or
indirectly prohibits any Company from creating or incurring any Lien on any of
its assets, other than the Loan Papers, any Note Agreement, or any Receivables
Documents evidencing Accounts Receivable Financings permitted by SECTION
7.23(F) (so long as any such Lien prohibition under such Receivables Documents
is limited to the Receivables Program Assets transferred by such Receivables
Documents), operating leases or Capital Leases (so long as any such Lien
prohibition under such leases is limited to the property being leased
thereunder), any arrangements or agreements relating to the Rights of Way and
existing on January 5, 1995 (so long as any such Lien prohibition under any
such arrangement or agreement is limited to the Rights of Way and related
interests), and any other arrangements or agreements entered into by WTG or any
Subsidiary thereof on or before January 5, 1995, which arrangements or
agreements are not Material Agreements and are otherwise permitted under this
Agreement, or (b) create, incur, or suffer or permit to be created or incurred
or to exist any Lien upon any of its assets, except:

(i) Liens existing on the Closing Date (or such later
date as such Schedule is revised or supplemented with the consent of
Determining Lenders) as more particularly described on SCHEDULE 7.13
(collectively, the "EXISTING LIENS"), together with renewals and
extensions thereof but not increases in the principal Debt secured
thereby;

(ii) Additional Liens (herein so called) securing Debt
permitted under SECTION 7.12(E) so long as (i) no Default or Potential
Default exists on the date any such Lien is granted or created and
(ii) the aggregate amount of all Debt secured by any such Additional
Lien, does not exceed the amount of additional Debt permitted in
SECTION 7.12(E) on any date of determination;

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(iii) Pledges or deposits made to secure payment of
worker's compensation, or to participate in any fund in
connection with worker's compensation, unemployment insurance,
pensions, or other social security programs, and reasonable and
customary reserves established in connection with the sale of
Receivables permitted pursuant to SECTION 7.23(F);

(iv) Good-faith pledges or deposits made to secure
performance of bids, tenders, insurance or other contracts (other than
for the repayment of borrowed money), or leases, or to secure
statutory obligations, surety or appeal bonds, or indemnity,
performance, or other similar bonds as all such Liens arise in the
ordinary course of business of the Companies;

(v) Encumbrances consisting of zoning restrictions,
easements, or other restrictions on the use of real property, none of
which impair in any material respect the use of such property by the
Person in question in the operation of its business, and none of which
is violated by existing or proposed structures or land use;

(vi) Liens of landlords or of mortgages of landlords,
arising solely by operation of law, on fixtures and movable property
located on premises leased in the ordinary course of business;

(vii) The following, so long as the validity or amount
thereof is being contested in good faith and by appropriate and lawful
proceedings diligently conducted, reserve or other appropriate
provision (if any) required by GAAP shall have been made, levy and
execution thereon have been stayed and continue to be stayed, and they
do not in the aggregate materially detract from the value of the
property of the Person in question, or materially impair the use
thereof in the operation of its business: (i) claims and Liens for
Taxes due and payable; (ii) claims and Liens upon, and defects of
title to, real or personal property, including any attachment of
personal or real property or other legal process prior to
adjudication of a dispute of the merits; (iii) claims and Liens of
mechanics, materialmen, warehousemen, carriers, landlords, or other
like Liens; and (iv) adverse judgments on appeal; and

(viii) Liens on the Receivables Program Assets created
pursuant to any Receivables Documents evidencing Accounts Receivables
Financings permitted by SECTION 7.23(F).

7.14 Transactions with Affiliates. Except for those transactions
listed on SCHEDULE 6.13 (as supplemented and modified in writing from time to
time, so long as such supplement or modification has been approved by
Determining Lenders), no Company shall enter into any material transaction with
any of its Affiliates (excluding other Restricted Companies except Foreign
Restricted Subsidiaries), other than transactions in the ordinary course of
business and upon fair and reasonable terms not materially less favorable than
such Company could obtain or could become entitled to in an arm's-length
transaction with a Person that was not its Affiliate and sales and
contributions of Receivables Program Assets from Borrower or certain Restricted
Subsidiaries to the Receivables Subsidiary pursuant to an Accounts Receivable
Financing permitted by SECTION 7.23(F). For purposes of this SECTION 7.14,
a transaction is "material" if it requires any Company to pay more
than $10,000,000 during the term of the agreement governing such transaction.

7.15 Compliance with Laws and Documents. No Company shall violate
the provisions of any Laws applicable to it, including, without limitation, all
rules and regulations promulgated by the FCC or any applicable PUC, or any
Material Agreement to which it is a party if such violation alone, or when
aggregated with all other such violations, could be a Material Adverse Event;
no Restricted Company shall

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<PAGE> 56
violate the provisions of its charter or bylaws, or modify, repeal, replace, or
amend any provision of its charter or bylaws, if such action could be a
Material Adverse Event.

7.16 Permitted Acquisitions; Subsidiary Guaranties. In connection
with each Permitted Acquisition, Borrower shall deliver, or cause to be
delivered, to Administrative Agent (with sufficient copies for Lenders) each of
the items described on SCHEDULE 7.16, on or before the date specified on such
Schedule for each item. Borrower shall cause each Restricted Subsidiary (other
than a Foreign Restricted Subsidiary) that becomes a Subsidiary of Borrower
after the Closing Date (whether as a result of acquisition, merger, creation,
designation by Borrower, or otherwise) or that becomes a Restricted Subsidiary
(other than a Foreign Restricted Subsidiary) as a result of a change in status
from an Inactive Subsidiary, to execute a Guaranty on the date such entity
becomes a Restricted Subsidiary and promptly deliver (but in no event later
than ten (10) days following consummation of the Permitted Acquisition) such
Guaranty to Administrative Agent.

7.17 New Business. Except as otherwise permitted in this
Agreement, no Restricted Company will make any material change in its capital
structure, and no Restricted Company will, directly or indirectly, permit or
suffer to exist any material change in the type of businesses in which it is
engaged from the businesses of the Companies as conducted on the Closing Date.

7.18 Assignment. No Company shall assign or transfer any of its
Rights, duties, or obligations under any of the Loan Papers; provided that, if
any Restricted Company merges with another Restricted Company in accordance
with SECTION 7.26 hereof, the assignment or transfer of such Rights, duties,
and obligations shall be permitted, so long as the surviving Company assumes
all obligations of the other Company arising under the Loan Papers.

7.19 Fiscal Year and Accounting Methods. No Company will change
its fiscal year for book accounting purposes or its method of accounting (other
than immaterial changes in methods or as required by GAAP).

7.20 Government Regulations. No Company will conduct its business
in such a way that it will become subject to regulation under the Investment
Company Act of 1940, as amended, the Public Utility Holding Company Act of
1935, as amended, or any other Law (other than Regulations G, T, U, and X of
the Board of Governors of the Federal Reserve System and the requirements of
any PUC or public service commission) which regulates the incurrence of Debt.

7.21 Loans, Advances, and Investments. Except as permitted by
SECTION 7.22 or SECTION 7.26, no Company shall make any loan, advance,
extension of credit, or capital contribution to, make any investment in, or
purchase or commit to purchase any stock or other securities or evidences of
Debt of, or interests in, any other Person, other than (a) obligations of, or
fully guaranteed by, the United States of America (including repurchase
obligations) maturing within one year from the date of acquisition; (b) short
term certificates of deposit and time deposits, which mature within one year
from the date of issuance and which are fully insured by the Federal Deposit
Insurance Corporation or are issued by commercial banks organized under the
Laws of the United States or any state thereof, Canada, western Europe, or
Japan, with a long term debt rating of "A" or better by S&P or of "A2" or
better by Moody's or with a short term commercial paper rating of "A-1" or
better by S&P or "P-1" or better by Moody's; (c) commercial paper maturing in
270 days or less from the date of issuance and rated "P-1" or better by
Moody's, or "A-1" or better by S&P; (d) loans, advances, extensions of credit,
capital contributions and other investments between Restricted Companies or
between Restricted Companies and the Receivables Subsidiary; provided that, (i)
the aggregate amount of all such loans, advances, extensions of credit, and

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capital contributions by Restricted Companies other than Foreign Restricted
Subsidiaries to, and other investments in, Foreign Restricted Subsidiaries net
of amounts repaid, royalties, dividends, distributions and any other return of
capital shall not exceed at any time $50,000,000 outstanding; and (ii) any
loans, advances, extensions of credit, capital contributions, and other
investments by any Restricted Company in or to the Receivables Subsidiary shall
be made solely in connection with an Accounts Receivable Financing permitted by
SECTION 7.23(F); (e) readily marketable tax-free municipal bonds of a domestic
issuer maturing in three years or less from the date of acquisition thereof,
which are rated "Aaa" or better by Moody's, or "AAA" or better by S&P; (f)
demand deposit accounts maintained in the ordinary course of business; (g)
Permitted Acquisitions by Restricted Companies, so long as the purchase price
of any Permitted Acquisition made by a Foreign Restricted Subsidiary, when
aggregated with the aggregate purchase prices of all such Permitted
Acquisitions made by Foreign Restricted Subsidiaries on and after the Closing
Date, may not exceed $25,000,000; (h) investments in GridNet, L.L.C., so long
as the aggregate total investment in GridNet, L.L.C. by the Companies (whether
by capital contribution, loan, leasing arrangement, or otherwise) since the
formation of GridNet, L.L.C. shall not exceed $21,000,000 (unless otherwise
permitted by CLAUSE (K)); (i) trade accounts receivable (including, without
limitation, trade accounts receivable evidenced by promissory notes) which are
for goods furnished or services rendered in the ordinary course of business and
are payable in accordance with customary trade terms; (j) other investments
existing on the Closing Date (or such later date as such Schedule is revised or
supplemented with the consent of Determining Lenders) and described on SCHEDULE
7.21; and (k) other loans, advances, and investments not to exceed in the
aggregate $50,000,000 per fiscal year, but only so long as (x) no Default or
Potential Default exists, and (y) no Company makes any investment under this
CLAUSE (K) whereby it incurs any liability as a general partner.

7.22 Dividends and Distributions. No Company shall directly or
indirectly declare, make, or pay any Distribution other than (a) Distributions
declared, made, or paid by Borrower wholly in the form of its capital stock;
(b) Distributions by any Company to Borrower or any other Restricted Company;
or (c) additional Distributions made or paid by Borrower on its common or
preferred stock during any fiscal year, so long as (i) the aggregate amount of
such Distributions under this CLAUSE (C) shall not exceed either (x) the
greater of $50,000,000 or 15% of Borrower's consolidated net income for the
twelve-month period then most recently ended, if the Leverage Ratio of the
Companies at the time of such Distribution is greater than or equal to 3.0:1.0
or (y) the greater of $50,000,000 or 25% of Borrower's consolidated net income
for the twelve-month period then most recently ended, if the Leverage Ratio of
the Companies at the time of such Distribution is less than 3.0:1.0; and (ii)
no Default or Potential Default exists or will exist as a result of any such
Distribution. No Restricted Subsidiary shall enter into or permit to exist any
arrangement or agreement which directly or indirectly prohibits any such
Company from declaring, making, or paying, directly or indirectly, any
Distribution to Borrower.

7.23 Sale of Assets. No Company shall sell, assign, lease,
transfer, or otherwise dispose of any of its assets other than (a) sales of
inventory in the ordinary course of business, (b) the sale, discount, or
transfer of delinquent accounts receivable in the ordinary course of business
for purposes of collection, (c) occasional sales of immaterial assets for
consideration not less than the fair market value thereof, (d) dispositions of
obsolete assets, (e) sales, leases, or other dispositions from a Company to a
Restricted Company, (f) the sale, assignment, transfer, or other disposition of
undivided percentage interests in the Receivables Program Assets pursuant to
any Accounts Receivables Financing, so long as the aggregate Accounts
Receivable Financing Amount payable from the Receivables Program Assets to the
purchasers under all such Accounts Receivables Financings does not exceed
$500,000,000, (g) if no Default or Potential Default exists, sales of other
assets (including sales of accounts receivable to the extent such accounts
receivable are sold in conjunction with the sale of a business but excluding
all other sales of accounts receivable); provided that the aggregate fair
market value of all assets sold during the

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immediately preceding twelve-month period pursuant to this CLAUSE (G) shall not
exceed, on any date of determination, 15% of the Annualized Operating Cash Flow
of the Companies determined as of the fiscal quarter then most recently ended
and, when aggregated with all asset sales permitted under this CLAUSE (G)
occurring on or after the Closing Date, shall not exceed 30% of the Annualized
Operating Cash Flow of the Companies determined as of the fiscal quarter then
most recently ended; and (h) other leases of assets, so long as the aggregate
fair market value of the assets so leased does not exceed $50,000,000
(exclusive of any assets leased by the Companies to GridNet, L.L.C. in
compliance with SECTION 7.21(H)). If any sale permitted pursuant to this
SECTION 7.23 constitutes the sale of all of the capital stock of any Restricted
Subsidiary, then upon consummation of any such sale and subject to satisfaction
of the requirements of SECTION 3.2(F), the Guaranty of the Restricted
Subsidiary so sold shall be deemed released and terminated and of no further
force and effect. Administrative Agent shall execute and deliver such further
instruments and take such further actions as may be reasonably requested by
Borrower to evidence such release and termination of such Guaranty. Except for
the Sale-Leaseback Financings and any extensions, amendments or modifications
thereto, no Company will enter into any sale-leaseback arrangement with any
Person pursuant to which such Company shall lease any asset (whether now owned
or hereafter acquired) if such asset has been or is to be sold or transferred
by any Company to any other Person.

7.24 Financial Hedges. Not later than March 31, 1997, Borrower
shall enter into, purchase, or acquire Financial Hedges (the terms of which are
reasonably satisfactory to Administrative Agent) with a duration of at least
two years, which Financial Hedges (together with the Existing Financial Hedges,
the aggregate principal amounts then outstanding under the IDB Subordinated
Debt (if any), and other Debt for borrowed money of the Companies on a
consolidated basis which bears interest at a fixed rate for a period equal to
or in excess of two years) shall assure that the net interest cost to Borrower
on at least 25% of the Total Debt of the Companies outstanding on March 31,
1997, is fixed, capped or hedged; provided that any Financial Hedges structured
as an interest rate cap shall not allow the three-month LIBOR rate, on average,
to exceed 2% over the three-month LIBOR rate on the date such interest rate cap
is effected under the applicable Financial Hedge.

7.25 Amendments to Certain Agreements. With respect to any Note
Agreement or the IDB Subordinated Debt, without the prior written consent of
Determining Lenders, no Company will (a) execute any amendment, modification,
or supplement thereto, or (b) consent to any material departure therefrom.

7.26 Mergers and Dissolutions. No Company will, directly or
indirectly, merge or consolidate with any other Person, other than (a) as a
result of a Permitted Acquisition, (b) mergers among wholly-owned Restricted
Companies (so long as the surviving entity is not a Foreign Restricted
Subsidiary), or one or more wholly-owned Restricted Companies and Borrower,
provided that, in any merger involving Borrower (including a Permitted
Acquisition effected as a merger), Borrower must be the surviving entity, and,
in any merger involving any other Restricted Company (including a Permitted
Acquisition effected as a merger), the Restricted Subsidiary must be the
surviving entity, (c) as previously approved by Determining Lenders, or (d)
mergers of Inactive Subsidiaries with and into other Companies. Other than
liquidations or dissolutions incident to Acquisitions between Restricted
Companies permitted pursuant to SECTION 7.23(E) hereof or by mergers permitted
under this SECTION 7.26, no Restricted Company shall liquidate, wind up, or
dissolve (or suffer any liquidation or dissolution).

7.27 Inactive Subsidiaries. No Inactive Subsidiary is or shall be
engaged in the business of long distance telephone transmission, local
telephone service, cellular telephone service, or operator or interexchange
services, nor shall any Inactive Subsidiary engage in any material trade,
business, or other activity, or own any material assets or liabilities.
Borrower may from time to time designate additional

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Inactive Subsidiaries or change the designation of a Restricted Subsidiary to
an Inactive Subsidiary, so long as (a) immediately prior to such designation
and after giving effect thereto, no Default or Potential Default exists, (b)
any newly-designated Inactive Subsidiary is not engaged in the business of long
distance telephone transmission, local telephone service, cellular telephone
service, or operator or interexchange services, does not engage in any material
trade, business, or other activity, and has no material assets or liabilities,
and (c) no other Company has any liability, direct or indirect, with respect to
such Inactive Subsidiary. Borrower may change the designation of an Inactive
Subsidiary to a Restricted Subsidiary, subject to the requirements of SECTION
7.16. Borrower may make each such designation or redesignation by delivering
to Administrative Agent (with sufficient copies for Lenders) a revised SCHEDULE
6.3(A) indicating the designation or redesignation of the Inactive Subsidiary,
or Restricted Company, as the case may be, together with a written statement
executed by a Responsible Officer of Borrower representing and warranting, on
behalf of Borrower, that the conditions set forth in CLAUSES (A) through (C)
preceding have been satisfied and that the statements in such clauses are true
and correct as to the newly-designated Inactive Subsidiary or Restricted
Company, as the case may be. Upon delivery of any revised SCHEDULE 6.3(A) (and
related statement of representations and warranties as herein required) which
specifies a redesignation of a Restricted Company to an Inactive Subsidiary,
the Guaranty of the newly-designated Inactive Subsidiary shall immediately be
deemed released and of no further force and effect.

7.28 Financial Covenants. As calculated on a consolidated basis
for the Companies:

(a) Borrower shall never permit the Leverage Ratio of the
Companies to exceed the following during the applicable period:

===========================================================
Period Minimum
Ratio Permitted
===========================================================

Closing Date - June 30, 1998 4.00 : 1.00
-----------------------------------------------------------
July 1, 1998 - December 31, 1999 3.50 : 1.00
-----------------------------------------------------------
January 1, 2000 and thereafter 3.00 : 1.00
===========================================================

(b) Borrower shall never permit the ratio of the
Operating Cash Flow of the Companies to the Interest Expense of the
Companies for any 6-month period ending on the date of determination
to be less than the following during the applicable period:

===========================================================
Period Minimum
Ratio Permitted
===========================================================
Closing Date - December 31, 1996 2.50 : 1.00
-----------------------------------------------------------
January 1, 1997 - December 31, 1997 2.75 : 1.00
-----------------------------------------------------------
January 1, 1998 and thereafter 3.00 : 1.00
===========================================================

(c) Borrower shall never permit the Fixed Charge Ratio of
the Companies for any 12-month period ending on the date of
determination to be less than 1.50 : 1.00.

(d) Borrower shall never permit the sum of (i) the
consolidated net worth of the Companies as calculated at the end of
each of its fiscal quarters plus (ii) to the extent deducted

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in the calculation of consolidated net worth, up to $450,000,000 in
non-cash charges made by the Companies in connection with the
write-off of obsolete equipment or the write-off of goodwill and
intangibles principally related to the operator service business of
the Companies:

(A) to be less than the consolidated net worth of
the Companies as of December 31, 1994, plus 25% of the
consolidated net income of the Companies for each fiscal
quarter of the Companies ending after December 31, 1994, and
added to consolidated net worth on the last day of each such
successive fiscal quarter (provided that if the consolidated
net income for any fiscal quarter is less than $0, then the
incremental amount added to required consolidated net worth
for that fiscal quarter shall be $0); or

(B) to decline for two consecutive fiscal
quarters.

SECTION 8 DEFAULT. The term "DEFAULT" means the occurrence of any one
or more of the following events:

8.1 Payment of Obligation. The failure or refusal of any Company
to pay (a) Principal Debt when the same becomes due in accordance with the Loan
Papers, or (b) interest, fees, or any other part of the Obligation within five
days after the same becomes due and payable in accordance with the Loan Papers;
(c) the indemnifications and reimbursements provided for in SECTIONS 3.16 and
3.18 within ten days after demand therefor as required by such Sections; or (d)
the failure of the Company to punctually and properly perform, observe, and
comply with SECTION 9.13 or with any other provision in the Loan Papers setting
forth indemnification or reimbursement obligations (other than pursuant to
SECTIONS 3.16 and 3.18) of the Companies, and such failure or refusal continues
for 15 days.

8.2 Covenants. The failure or refusal of Borrower (and, if
applicable, any other Company) to punctually and properly perform, observe, and
comply with:

(a) Any covenant, agreement, or condition contained in
SECTIONS 7.1, 7.6(B), 7.12, 7.13, 7.14, 7.16 through 7.18, 7.20, and
7.21 through 7.28; and

(b) Any covenant, agreement, or condition contained in
SECTION 7.3 or 7.15, and such failure or refusal continues for 15
days; or

(c) Any other covenant, agreement, or condition contained
in any Loan Paper (other than the covenants to pay the Obligation set
forth in SECTION 8.1 and the covenants in CLAUSES (A) and (B)
preceding), and such failure or refusal continues for 30 days.

8.3 Debtor Relief. Any Restricted Company (a) shall not be
Solvent, (b) fails to pay its Debts generally as they become due, (c)
voluntarily seeks, consents to, or acquiesces in the benefit of any Debtor
Relief Law, other than as a creditor or claimant, or (d) becomes a party to or
is made the subject of any proceeding provided for by any Debtor Relief Law,
other than as a creditor or claimant, that could suspend or otherwise adversely
affect the Rights of Administrative Agent or any Lender granted in the Loan
Papers (unless, in the event such proceeding is involuntary, the petition
instituting same is dismissed within 60 days after its filing).

8.4 Judgments and Attachments. Any Company fails, within 60 days
after entry, to pay, bond, or otherwise discharge any judgment or order for the
payment of money in excess of $20,000,000

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(individually or collectively) or any warrant of attachment, sequestration, or
similar proceeding against any Company's assets having a value (individually or
collectively) of $20,000,000, which is not either (a) stayed on appeal or (b)
being diligently contested in good faith by appropriate proceedings and
adequate reserves have been set aside on the books of such Company in
accordance with GAAP.

8.5 Government Action. (a) A final non-appealable order is issued
by any Governmental Authority, including, but not limited to, the FCC or the
United States Justice Department, seeking to cause any Restricted Company to
divest a significant portion of its assets pursuant to any antitrust, restraint
of trade, unfair competition, industry regulation, or similar Laws, or (b) any
Governmental Authority shall condemn, seize, or otherwise appropriate, or take
custody or control of all or any substantial portion of the assets of any
Restricted Company.

8.6 Misrepresentation. Any representation or warranty made by any
Company contained in any Loan Paper shall at any time prove to have been
incorrect in any material respect when made.

8.7 SEC Reporting Requirements. Borrower fails to comply with any
reporting requirements of the Securities Exchange Act of 1934, as amended, for
which the failure to report could constitute a Material Adverse Event.

8.8 Financial Hedges. Any Company breaches any material provision
of any Financial Hedge and such breach is not cured or waived within any
applicable grace period.

8.9 Change of Control. (a) A Responsible Officer or Officers
become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act and
herein so called) of 50% or more of the Voting Stock of Borrower; (b) any
Special Shareholder or Special Shareholders become beneficial owners of 50% or
more of the Voting Stock of Borrower; or (c) any other Person or two or more
Persons acting in concert, other than Persons described in CLAUSES (A) or (B)
hereof, become the beneficial owner of 20% or more of the Voting Stock of
Borrower. As used herein, "Special Shareholders" shall mean (i) any Person or
two or more Persons acting in concert who were on December 4, 1992 (or prior to
any change in beneficial ownership were) beneficial owners of 20% or more of
the Voting Stock of LDDS Communications, Inc., a Tennessee corporation and the
predecessor of Borrower, or immediately prior to the merger between LDDS
Communications, Inc., a Tennessee corporation, and Advanced Telecommunications
Corporation, a Delaware corporation, were beneficial owners of 20% or more of
the Voting Stock of either such company, and (ii) Metromedia Company, a
Delaware general partnership.

8.10 Ownership of Other Companies. Borrower fails to own,
beneficially and of record, with power to vote, 100% of the issued and
outstanding shares of capital stock of any Company that has executed a
Guaranty, except as Borrower's ownership may be otherwise shown on SCHEDULE
6.3(A) (as such Schedule may be amended and modified from time to time after
the Closing Date to reflect changes to such Schedule as a result of
transactions permitted by the Loan Papers, including without limitation SECTION
7.23 hereof) with respect to any Restricted Company.

8.11 Authorizations. (a) Any Authorization necessary for the
ownership or operations of any Company (including, without limitation, such
Company's long distance telephone transmission, and operator or interexchange
services) shall expire, and on or prior to such expiration, the same shall not
have been renewed or replaced by another Authorization authorizing
substantially the same operations by such Company; or (b) any Authorization
necessary for the ownership or operations of any Company (including, without
limitation, long distance telephone transmission, local telephone service,
cellular telephone service, and operator or interexchange services) shall be
canceled, revoked, terminated, rescinded, annulled,

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suspended, or modified in a materially adverse respect, or shall no longer be
in full force and effect, or the grant or the effectiveness thereof shall have
been stayed, vacated, reversed, or set aside, and such action shall be no
longer subject to further administrative or judicial review (provided, however,
that neither of the foregoing events described in CLAUSE (A) or (B) shall
constitute a Default if such loss of any such Authorization could not be a
Material Adverse Event).

8.12 Default Under Other Agreements. (a) Any Company fails to pay
when due (after lapse of any applicable grace periods) any Debt of such Company
(other than the Obligation) in excess (individually or collectively) of
$20,000,000; (b) any default exists under any agreement to which a Company is a
party, the effect of which is to cause, or to permit any Person (other than a
Company) to cause, an amount of Debt of such Company in excess (individually or
collectively) of $20,000,000 to become due and payable by any Company prior to
the stated maturity thereof; (c) any Debt in excess (individually or
collectively) of $20,000,000 shall be declared to be due and payable or
required to be prepaid by any Company prior to the stated maturity thereof; or
(d) any default exists under any Material Agreement to which a Company is a
party, the effect of which is to cause, or to permit any Person (other than a
Company) to cause, an amount in excess (individually or collectively) of
$20,000,000 to become due and payable prior to the date of payment stated in
the Material Agreement, unless, in the case of this CLAUSE (D), and so long as,
such default is being contested by such Company in good faith by appropriate
proceedings and adequate reserves in respect thereof have been established on
the books of such Company to the extent required by GAAP.

8.13 Employee Benefit Plans. (a) A Reportable Event or Reportable
Events, or a failure to make a required installment or other payment (within
the meaning of Section 412(n)(1) of the Code), shall have occurred with respect
to any Employee Plan or Plans that is expected to result in liability of
Borrower to the PBGC or to a Plan in an aggregate amount exceeding $10,000,000
and, within 30 days after the reporting of any such Reportable Event to
Administrative Agent or after the receipt by Administrative Agent of a
statement required pursuant to SECTION 7.3(D) hereof, Administrative Agent
shall have notified Borrower in writing that (i) Determining Lenders have made
a reasonable determination that, on the basis of such Reportable Event or
Reportable Events or the failure to make a required payment, there are grounds
under Title IV of ERISA for the termination of such Employee Plan or Plans by
the PBGC, or the appointment by the appropriate United States district court of
a trustee to administer such Employee Plan or Plans or the imposition of a lien
pursuant to section 412(n) of the Code in favor of an Employee Plan and (ii) as
a result thereof a Default exists hereunder; or (b) Borrower or any ERISA
Affiliate has provided to any affected party a 60-day notice of intent to
terminate an Employee Plan pursuant to a distress termination in accordance
with section 4041(c) of ERISA if the liability expected to be incurred as a
result of such termination will exceed $10,000,000; or (c) a trustee shall be
appointed by a United States district court to administer any such Employee
Plan; or (d) the PBGC shall institute proceedings (including giving notice of
intent thereof) to terminate any such Employee Plan; or (e)(i) Borrower or any
ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan
that it has incurred withdrawal liability (within the meaning of section 4201
of ERISA) to such Multiemployer Plan, (ii) Borrower or such ERISA Affiliate
does not have reasonable grounds for contesting such withdrawal liability or is
not contesting such withdrawal liability in a timely and appropriate manner and
(iii) the amount of such withdrawal liability specified in such notice, when
aggregated with all other amounts required to be paid to Multiemployer Plans in
connection with withdrawal liabilities (determined as of the date or dates of
such notification), exceeds $10,000,000; or (f) Borrower or any ERISA Affiliate
shall have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if solely as a result of such reorganization or
termination the aggregate annual contributions of Borrower and its ERISA
Affiliates to all Multiemployer Plans that are then in reorganization or have
been

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or are being terminated have been or will be increased over the amounts
required to be contributed to such Multiemployer Plans for their most recently
completed plan years by an amount exceeding $10,000,000.

8.14 LCs. Administrative Agent shall have been served with, or
becomes otherwise subject to, a court order, injunction, or other process or
decree restraining or seeking to restrain it from paying any amount under any
LC and either (a) there has been a drawing under such LC which Administrative
Agent would otherwise be obligated to pay and Borrower has refused to reimburse
Administrative Agent for such payment or (b) the expiration date of such LC has
occurred but the right of any beneficiary thereunder to draw under such LC has
been extended past the expiration date in connection with the pendency of the
related court action or proceeding and Borrower has failed to deposit with
Administrative Agent cash collateral in an amount equal to the maximum drawing
which could be made under such LC.

8.15 Validity and Enforceability of Loan Papers. Any Loan Paper
shall, at any time after its execution and delivery and for any reason, cease
to be in full force and effect in any material respect or be declared to be
null and void (other than in accordance with the terms hereof or thereof) or
the validity or enforceability thereof be contested by any Company party
thereto or any Company shall deny in writing that it has any or any further
liability or obligations under any Loan Paper to which it is a party.

8.16 Payment of Note Agreement Debt and IDB Subordinated Debt. The
payment (including, without limitation, any payment by any Company in respect
of any sinking fund, defeasance, or redemption) by any Company of any principal
amount of any Note Agreement or the IDB Subordinated Debt, in a manner or at a
time during which such payment is not permitted under the terms of the Loan
Papers, or under any instrument or document evidencing any Note Agreement or
the IDB Subordinated Debt, including, without limitation, subordination
provisions set forth therein.

8.17 Default or Acceleration under any Note Agreement or the IDB
Subordinated Debt Indenture. (a) The occurrence of any event of default under
any Note Agreement or the IDB Subordinated Debt Indenture, or (b) the trustee
with respect to, or any holder of, any Note Agreement or the IDB Subordinated
Debt shall effectively declare all or any portion of that Debt due and payable
prior to the stated maturity thereof; or (c) any Note Agreement Debt or the IDB
Subordinated Debt, becomes due before its stated maturity by acceleration of
the maturity thereof.

8.18 Redemption of IDB Subordinated Debt and Note Agreement Debt.
If an event shall occur, including, without limitation, a "Change in Control"
as defined in the IDB Subordinated Debt Indenture or any other Note Agreement,
and (a) the trustee or the holders of the IDB Subordinated Debt or any other
Note Agreement shall initiate notice in accordance with such indenture to
request or require (or any Company shall automatically by the terms of such
indenture be so required) to redeem or repurchase any IDB Subordinated Debt or
Note Agreement Debt or (b) any Company shall initiate notice in accordance with
such indenture to holders of the IDB Subordinated Debt or any other Note
Agreement Debt in connection with a redemption of any IDB Subordinated Debt or
other Note Agreement Debt (except as permitted by this Agreement).

SECTION 9 RIGHTS AND REMEDIES.

9.1 Remedies Upon Default.

(a) If a Default exists under SECTION 8.3(C) or 8.3(D),
the commitment to extend credit hereunder shall automatically
terminate and the entire unpaid balance of the Obligation shall
automatically become due and payable without any action or notice of
any kind whatsoever and

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Borrower shall be required to provide cash collateral in an amount
equal to the LC Exposure then existing.

(b) If any Default exists, Administrative Agent may (and,
subject to the terms of SECTION 10, shall upon the request of
Determining Lenders) or Determining Lenders may, do any one or more of
the following: (i) if the maturity of the Obligation has not already
been accelerated under SECTION 9.1(A), declare the entire unpaid
balance of the Obligation, or any part thereof, immediately due and
payable, whereupon it shall be due and payable; (ii) terminate the
commitments of Lenders to extend credit hereunder; (iii) reduce any
claim to judgment; (iv) to the extent permitted by Law, exercise (or
request each Lender to, and each Lender shall be entitled to,
exercise) the Rights of offset or banker's Lien against the interest
of any Company in and to every account and other property of any
Company which are in the possession of Administrative Agent or any
Lender to the extent of the full amount of the Obligation (to the
extent permitted by Law, each Company being deemed directly obligated
to each Lender in the full amount of the Obligation for such
purposes); (v) if the maturity of the Obligation has not already been
accelerated under SECTION 9.1(A), demand Borrower to provide cash
collateral in an amount equal to the LC Exposure then existing; and
(vi) exercise any and all other legal or equitable Rights afforded by
the Loan Papers, the Laws of the State of New York or any other
applicable jurisdiction as Administrative Agent shall deem
appropriate, or otherwise, including, but not limited to, the Right to
bring suit or other proceedings before any Governmental Authority
either for specific performance of any covenant or condition contained
in any of the Loan Papers or in aid of the exercise of any Right
granted to Administrative Agent or any Lender in any of the Loan
Papers.

9.2 Company Waivers. To the extent permitted by Law, each Company
hereby waives presentment and demand for payment, protest, notice of intention
to accelerate, notice of acceleration, and notice of protest and nonpayment,
and agrees that its liability with respect to the Obligation, or any part
thereof, shall not be affected by any renewal or extension in the time of
payment of the Obligation, by any indulgence, or by any release or change in
any security for the payment of the Obligation.

9.3 Performance by Administrative Agent. If any covenant, duty,
or agreement of any Company is not performed in accordance with the terms of
the Loan Papers, after the occurrence and during the continuance of a Default,
Administrative Agent may, at its option (but subject to the approval of
Determining Lenders), perform or attempt to perform such covenant, duty, or
agreement on behalf of such Company. In such event, any amount expended by
Administrative Agent in such performance or attempted performance shall be
payable by the Companies, jointly and severally, to Administrative Agent on
demand, shall become part of the Obligation, and shall bear interest at the
Default Rate from the date of such expenditure by Administrative Agent until
paid. Notwithstanding the foregoing, it is expressly understood that
Administrative Agent does not assume and shall never have, except by its
express written consent, any liability or responsibility for the performance of
any covenant, duty, or agreement of any Company.

9.4 Delegation of Duties and Rights. Lenders may perform any of
their duties or exercise any of their Rights under the Loan Papers by or
through their respective Representatives.

9.5 Not in Control. Nothing in any Loan Paper shall, or shall be
deemed to (a) give Administrative Agent, any Agent, or any Lender the Right to
exercise control over the assets (including real property), affairs, or
management of any Company, (b) preclude or interfere with compliance by any
Company with any Law, or (c) require any act or omission by any Company that
may be harmful to Persons or property. Any "Material Adverse Event" or other
materiality qualifier in any representation,

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warranty, covenant, or other provision of any Loan Paper is included for credit
documentation purposes only and shall not, and shall not be deemed to, mean
that Administrative Agent, any Agent, or any Lender acquiesces in any non-
compliance by any Company with any Law or document, or that Administrative
Agent, any Agent, or any Lender does not expect the Companies to promptly,
diligently, and continuously carry out all appropriate removal, remediation,
and termination activities required or appropriate in accordance with all
Environmental Laws. The power of Administrative Agent, Agents and Lenders
under the Loan Papers is limited to the Rights provided in the Loan Papers,
which Rights exist solely to assure payment and performance of the Obligation
and may be exercised in a manner calculated by Administrative Agent, Agents,
and Lenders in their respective good faith business judgment.

9.6 Course of Dealing. The acceptance by Administrative Agent or
Lenders at any time and from time to time of partial payment on the Obligation
shall not be deemed to be a waiver of any Default then existing. No waiver by
Administrative Agent, Determining Lenders, or Lenders of any Default shall be
deemed to be a waiver of any other then- existing or subsequent Default. No
delay or omission by Administrative Agent, Determining Lenders, or Lenders in
exercising any Right under the Loan Papers shall impair such Right or be
construed as a waiver thereof or any acquiescence therein, nor shall any single
or partial exercise of any such Right preclude other or further exercise
thereof, or the exercise of any other Right under the Loan Papers or otherwise.

9.7 Cumulative Rights. All Rights available to Administrative
Agent and Lenders under the Loan Papers are cumulative of and in addition to
all other Rights granted to Administrative Agent and Lenders at law or in
equity, whether or not the Obligation is due and payable and whether or not
Administrative Agent or Lenders have instituted any suit for collection,
foreclosure, or other action in connection with the Loan Papers.

9.8 Application of Proceeds. Any and all proceeds ever received
by Administrative Agent or Lenders from the exercise of any Rights pertaining
to the Obligation shall be applied to the Obligation in the order and manner
set forth in SECTION 3.

9.9 Diminution in Value of Collateral. Neither Administrative
Agent nor any Lender shall have any liability or responsibility whatsoever for
any diminution in or loss of value of any collateral hereafter securing payment
or performance of all or part of the Obligation.

9.10 Certain Proceedings. Borrower will promptly execute and
deliver, or cause the execution and delivery of, all applications,
certificates, instruments, registration statements, and all other documents and
papers Administrative Agent or Lenders may reasonably request in connection
with the obtaining of any consent, approval, registration, qualification,
permit, license, or authorization of any Governmental Authority or other Person
necessary or appropriate for the effective exercise of any Rights under the
Loan Papers. Because Borrower agrees that Administrative Agent's and Lenders'
remedies at Law for failure of Borrower to comply with the provisions of this
paragraph would be inadequate and that such failure would not be adequately
compensable in damages, Borrower agrees that the covenants of this paragraph
may be specifically enforced.

9.11 Limitation of Rights. Notwithstanding any other provision of
this Agreement or any other Loan Paper, any action taken or proposed to be
taken by Administrative Agent, any Agent, any Co-Agent, or any Lender under any
Loan Paper which would affect the operational, voting, or other control of any
Company, shall be pursuant to Section 310(d) of the Communications Act of 1934
(as amended), any applicable state Law, and the applicable rules and
regulations thereunder and, if and to the extent required thereby, subject to
the prior consent of the FCC or any applicable PUC.

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9.12 Expenditures by Lenders. Borrower shall promptly pay within
fifteen (15) Business Days after request therefor (a) all reasonable costs,
fees, and expenses paid or incurred by Administrative Agent incident to any
Loan Paper (including, but not limited to, the reasonable fees and expenses of
counsel to Administrative Agent in connection with the negotiation,
preparation, delivery, execution, coordination and administration of the Loan
Papers and any related amendment, waiver, or consent) and (b) all reasonable
costs and expenses of Lenders, and Administrative Agent incurred by
Administrative Agent, or any Lender in connection with the enforcement of the
obligations of any Company arising under the Loan Papers (including, without
limitation, costs and expenses incurred in connection with any workout or
bankruptcy) or the exercise of any Rights arising under the Loan Papers
(including, but not limited to, reasonable attorneys' fees including allocated
cost of internal counsel, court costs and other costs of collection), all of
which shall be a part of the Obligation and shall bear interest at the Default
Rate from the date due until the date repaid by Borrower.

9.13 INDEMNIFICATION. THE RESTRICTED COMPANIES (OTHER THAN THE
INACTIVE SUBSIDIARIES, THE RECEIVABLES SUBSIDIARY, AND FOREIGN RESTRICTED
SUBSIDIARIES) SHALL, JOINTLY AND SEVERALLY, INDEMNIFY, PROTECT, AND HOLD
ADMINISTRATIVE AGENT, EACH AGENT, EACH CO-AGENT AND EACH LENDER AND THEIR
RESPECTIVE AFFILIATES, PARENTS, AND SUBSIDIARIES, AND EACH OF THE FOREGOING
PARTIES' RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS,
SUCCESSORS, ASSIGNS, AND ATTORNEYS (COLLECTIVELY, THE "INDEMNIFIED PARTIES")
HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, AND PROCEEDINGS AND ALL
REASONABLE AND NECESSARY COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL
REASONABLE ATTORNEYS' FEES AND LEGAL EXPENSES INCLUDING ALLOCATED COST OF
INTERNAL COUNSEL, AND AMOUNTS PAID IN SETTLEMENT WHETHER OR NOT SUIT IS
BROUGHT), AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER, AND AMOUNTS PAID
IN SETTLEMENT (THE "INDEMNIFIED LIABILITIES") WHICH MAY AT ANY TIME BE IMPOSED
ON, INCURRED BY, OR ASSERTED AGAINST THE INDEMNIFIED PARTIES, IN ANY WAY
RELATING TO OR ARISING OUT OF (A) THE DIRECT OR INDIRECT RESULT OF THE
VIOLATION BY ANY COMPANY OF ANY ENVIRONMENTAL LAW, AS WELL AS ANY AMENDMENT AND
SUPPLEMENT THERETO AND ANY STATE COUNTERPART THEREOF; (B) ANY COMPANY'S
GENERATION, MANUFACTURE, PRODUCTION, STORAGE, TRANSPORTATION, RELEASE,
THREATENED RELEASE, DISCHARGE, DISPOSAL OR PRESENCE IN CONNECTION WITH ITS
PROPERTIES OF A HAZARDOUS SUBSTANCE (INCLUDING, WITHOUT LIMITATION, (I) ALL
DAMAGES ARISING FROM ANY SUCH USE, GENERATION, MANUFACTURE, PRODUCTION,
STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE, OR (II)
THE COSTS OF ANY REQUIRED OR NECESSARY ENVIRONMENTAL INVESTIGATION, MONITORING,
REPAIR, CLEANUP, OR DETOXIFICATION AND THE PREPARATION AND IMPLEMENTATION OF
ANY CLOSURE, REMEDIAL, OR OTHER PLANS); (C) THE LOAN PAPERS OR ANY OF THE
TRANSACTIONS CONTEMPLATED THEREIN OR THE USE OF PROCEEDS OF ANY BORROWING, TO
THE EXTENT THAT ANY OF THE INDEMNIFIED LIABILITIES RESULTS, DIRECTLY OR
INDIRECTLY, FROM ANY CLAIM MADE OR ACTION, SUIT, OR PROCEEDING COMMENCED BY OR
ON BEHALF OF ANY PERSON OTHER THAN BY THE INDEMNIFIED PARTIES; OR (D) ANY
PERMITTED ACQUISITION OR THE RELATED ACQUISITION DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED THEREBY; (PROVIDED THAT, NONE OF THE COMPANIES SHALL
HAVE ANY OBLIGATION HEREUNDER TO ANY INDEMNIFIED PARTY WITH RESPECT TO ANY
INDEMNIFIED LIABILITY ARISING FROM (I) THE FRAUD, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUCH INDEMNIFIED PARTY OR ANY ASSOCIATED PERSON OF SUCH
INDEMNIFIED PARTY, OR (II) LEGAL PROCEEDINGS COMMENCED AGAINST ANY INDEMNIFIED
PARTY BY ANY SECURITY HOLDER OR CREDITOR THEREOF ARISING OUT OF AND BASED UPON
RIGHTS AFFORDED TO SUCH PERSON SOLELY IN SUCH CAPACITY). AS USED IN THIS
PARAGRAPH, THE TERM "ASSOCIATED PERSON" MEANS, WITH RESPECT TO ANY PERSON, THE
AFFILIATES, PARENTS, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS, AND ATTORNEYS OF SUCH PERSON, OR
OF ANOTHER PERSON OF WHICH SUCH PERSON IS ALSO AN ASSOCIATED PERSON. THE

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PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION SET FORTH IN THIS PARAGRAPH
SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF
THIS AGREEMENT. AN INDEMNIFIED PARTY WILL PROMPTLY NOTIFY THE COMPANIES UPON
RECEIPT OF WRITTEN NOTICE OF ANY CLAIM, ACTION, SUIT, OR PROCEEDING MADE,
COMMENCED, OR THREATENED THAT COULD GIVE RISE TO AN INDEMNIFIED LIABILITY AND
AFFORD THE COMPANIES FIRST RIGHT TO DEFEND OR RESOLVE THE SAME (WITH COUNSEL
REASONABLY SATISFACTORY TO SUCH INDEMNIFIED PARTY); PROVIDED THAT, ANY FAILURE
BY SUCH INDEMNIFIED PARTY TO GIVE SUCH NOTICE SHALL NOT RELIEVE THE COMPANIES
FROM THEIR OBLIGATIONS TO INDEMNIFY THE INDEMNIFIED PARTY TO THE EXTENT SUCH
FAILURE DOES NOT PREJUDICE THE ABILITY OF THE COMPANIES TO DEFEND OR RESOLVE
ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. THE COMPANIES SHALL NOT SETTLE
ANY SUCH CLAIM OR ACTION WITHOUT THE CONSENT OF SUCH INDEMNIFIED PARTY, WHICH
CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED. IF THE COMPANIES ASSUME
ANY DEFENSE, THEY SHALL KEEP THE APPLICABLE INDEMNIFIED PARTIES FULLY ADVISED
OF THE STATUS OF, AND SHALL CONSULT WITH THOSE INDEMNIFIED PARTIES BEFORE
TAKING ANY MATERIAL POSITION IN RESPECT OF, THAT PROCEEDING. IF (I) COUNSEL FOR
ANY INDEMNIFIED PARTY DETERMINES IN GOOD FAITH THAT THERE IS A CONFLICT WHICH
REQUIRES SEPARATE REPRESENTATION FOR THE COMPANIES AND SUCH INDEMNIFIED PARTY
OR FOR SUCH INDEMNIFIED PARTY AND ANY OTHER INDEMNIFIED PARTY OR (II) THE
COMPANIES FAIL TO ASSUME OR PROCEED IN A TIMELY AND REASONABLE MANNER WITH THE
DEFENSE OF SUCH ACTION OR FAIL TO EMPLOY COUNSEL REASONABLY SATISFACTORY TO
SUCH INDEMNIFIED PARTY IN ANY SUCH ACTION, THEN IN EITHER SUCH EVENT THE
INDEMNIFIED PARTY SHALL BE ENTITLED TO SELECT COUNSEL OF ITS OWN CHOICE TO
REPRESENT THE INDEMNIFIED PARTY, AND THE COMPANIES SHALL NO LONGER BE ENTITLED
TO ASSUME THE DEFENSE THEREOF ON BEHALF OF SUCH INDEMNIFIED PARTY, AND SUCH
INDEMNIFIED PARTY SHALL CONTINUE TO BE ENTITLED TO INDEMNIFICATION (INCLUDING,
WITHOUT LIMITATION, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL INCLUDING
ALLOCATED COST OF INTERNAL COUNSEL) TO THE EXTENT PROVIDED IN THIS
INDEMNIFICATION PROVISION. NOTHING HEREIN SHALL PRECLUDE ANY INDEMNIFIED
PARTY, AT ITS OWN EXPENSE, FROM RETAINING ADDITIONAL COUNSEL TO REPRESENT SUCH
PARTY IN ANY ACTION WITH RESPECT TO WHICH INDEMNITY MAY BE SOUGHT FROM THE
COMPANIES HEREUNDER. NO INDEMNIFIED PARTY SHALL SETTLE ANY SUCH CLAIM OR
ACTION WITHOUT THE CONSENT OF THE COMPANIES, WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD OR DELAYED.

SECTION 10 AGREEMENT AMONG LENDERS.

10.1 Administrative Agent.

(a) Each Lender hereby appoints NationsBank of Texas,
N.A. (and NationsBank of Texas, N.A. hereby accepts such appointment)
as its nominee and agent, in its name and on its behalf: (i) to act
as nominee for and on behalf of such Lender in and under all Loan
Papers (other than Existing Financial Hedges and any Financial Hedge
between any Company and any Lender); (ii) to arrange the means whereby
the funds of Lenders are to be made available to Borrower under the
Loan Papers (other than the Existing Financial Hedges and any
Financial Hedge between any Company and any Lender); (iii) to take
such action as may be requested by any Lender under the Loan Papers
(when such Lender is entitled to make such request under the Loan
Papers and after such requesting Lender has obtained the concurrence
of such other Lenders as may be required under the Loan Papers); (iv)
to receive all documents and items to be furnished to Lenders under
the Loan Papers; (v) to be the secured party, mortgagee, beneficiary,
and similar party in respect of, and to receive, as the case may be,
any collateral for the benefit of Lenders; (vi) to timely distribute,
and Administrative Agent agrees to so distribute, to each Lender all
material information, requests, documents, and items received from
Borrower under the Loan Papers; (vii) to promptly distribute to each
Lender its ratable part of each payment or

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prepayment (whether voluntary, as proceeds of collateral upon or after
foreclosure, as proceeds of insurance thereon, or otherwise) in
accordance with the terms of the Loan Papers; (viii) to deliver to the
appropriate Persons requests, demands, approvals, and consents
received from Lenders; and (ix) to execute, on behalf of Lenders, such
releases or other documents or instruments necessary to evidence the
release of any Guaranty to the extent that such release of Guaranty is
permitted pursuant to the terms and conditions of SECTIONS 7.23 or
7.27 hereof or as otherwise permitted by the Loan Papers; provided,
however, Administrative Agent shall not be required to take any action
which exposes Administrative Agent to personal liability or which is
contrary to the Loan Papers or applicable Law.

(b) Administrative Agent may resign at any time as
Administrative Agent under the Loan Papers by giving written notice
thereof to Lenders and may be removed as Administrative Agent under
the Loan Papers at any time with cause by Determining Lenders. Should
the initial or any successor Administrative Agent ever cease to be a
party hereto or should the initial or any successor Administrative
Agent ever resign or be removed as Administrative Agent, then
Determining Lenders shall elect the successor Administrative Agent
from among the Lenders (other than the resigning Administrative
Agent). If no successor Administrative Agent shall have been so
appointed by Determining Lenders, within 30 days after the retiring
Administrative Agent's giving of notice of resignation or Determining
Lenders' removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of Lenders, appoint a
successor Administrative Agent, which shall be a commercial bank
having a combined capital and surplus of at least $1,000,000,000.
Upon the acceptance of any appointment as Administrative Agent under
the Loan Papers by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with
all the Rights of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and
obligations of Administrative Agent under the Loan Papers (provided,
however, that when used in connection with LCs issued and outstanding
prior to the appointment of the successor Administrative Agent,
"Administrative Agent" shall continue to refer solely to the bank that
issued the outstanding LC; provided further that any LCs issued or
renewed after the appointment of any successor Administrative Agent
shall be issued by such successor Administrative Agent), and each
Lender shall execute such documents as any Lender may reasonably
request to reflect such change in and under the Loan Papers. After
any retiring Administrative Agent's resignation or removal as
Administrative Agent under the Loan Papers, the provisions of this
SECTION 10 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under the
Loan Papers.

(c) Administrative Agent, in its capacity as a Lender,
shall have the same Rights under the Loan Papers as any other Lender
and may exercise the same as though it were not acting as
Administrative Agent; the term "Lender" shall, unless the context
otherwise indicates, include Administrative Agent; and any
resignation, or removal of by Administrative Agent hereunder shall not
impair or otherwise affect any Rights which it has or may have in its
capacity as an individual Lender. Each Lender and Borrower agree that
Administrative Agent is not a fiduciary for Lenders or for Borrower
but simply is acting in the capacity described herein to alleviate
administrative burdens for both Borrower and Lenders, that
Administrative Agent has no duties or responsibilities to Lenders or
Borrower except those expressly set forth herein, and that
Administrative Agent in its capacity as a Lender has all Rights of any
other Lender.

(d) Administrative Agent may now or hereafter be engaged
in one or more loan, letter of credit, leasing, or other financing
transactions with Borrower, act as trustee or depositary for

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Borrower, or otherwise be engaged in other transactions with Borrower
(collectively, the "OTHER ACTIVITIES") not the subject of the Loan
Papers. Without limiting the Rights of Lenders specifically set forth
in the Loan Papers, Administrative Agent shall not be responsible to
account to Lenders for such other activities, and no Lender shall have
any interest in any other activities, any present or future guaranties
by or for the account of Borrower which are not contemplated or
included in the Loan Papers, any present or future offset exercised by
Administrative Agent in respect of such other activities, any present
or future property taken as security for any such other activities, or
any property now or hereafter in the possession or control of
Administrative Agent which may be or become security for the
obligations of Borrower arising under the Loan Papers by reason of the
general description of indebtedness secured or of property contained
in any other agreements, documents or instruments related to any such
other activities; provided that, if any payments in respect of such
guaranties or such property or the proceeds thereof shall be applied
to reduction of the obligations of Borrower arising under the Loan
Papers, then each Lender shall be entitled to share in such
application ratably.

(e) Lenders identified as Agents and Co-Agents have no
duties and obligations under this Agreement except as a Lender.

10.2 Expenses. Upon demand by Administrative Agent, each Lender
shall pay its Pro Rata Part of any reasonable expenses (including, without
limitation, court costs, reasonable attorneys' fees and other costs of
collection) incurred by Administrative Agent in connection with any of the Loan
Papers if and to the extent Administrative Agent does not receive reimbursement
therefor from other sources within 60 days after incurred; provided that each
Lender shall be entitled to receive its Pro Rata Part of any reimbursement for
such expenses, or part thereof, which Administrative Agent subsequently
receives from such other sources.

10.3 Proportionate Absorption of Losses. Except as herein
provided, nothing in the Loan Papers shall be deemed to give any Lender any
advantage over any other Lender insofar as the Obligation arising under the
Loan Papers is concerned, or to relieve any Lender from ratably absorbing any
losses sustained with respect to the Obligation (except to the extent such
losses result from unilateral actions or inactions of any Lender that are not
made in accordance with the terms and provisions of the Loan Papers).

10.4 Delegation of Duties; Reliance. Administrative Agent may
perform any of its duties or exercise any of its Rights under the Loan Papers
by or through its Representatives. Administrative Agent and its
Representatives shall (a) be entitled to rely upon (and shall be protected in
relying upon) any writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telecopy, telegram, telex or teletype message, statement,
order, or other documents or conversation believed by it or them to be genuine
and correct and to have been signed or made by the proper Person and, with
respect to legal matters, upon opinion of counsel selected by Administrative
Agent, (b) be entitled to deem and treat each Lender as the owner and holder of
the Principal Debt owed to such Lender for all purposes until, subject to
SECTION 11.14, written notice of the assignment or transfer thereof shall have
been given to and received by Administrative Agent (and any request,
authorization, consent, or approval of any Lender shall be conclusive and
binding on each subsequent holder, assignee, or transferee of the Principal
Debt owed to such Lender or portion thereof until such notice is given and
received), (c) not be deemed to have notice of the occurrence of a Default
unless a responsible officer of Administrative Agent, who handles matters
associated with the Loan Papers and transactions thereunder, has actual
knowledge thereof or Administrative Agent has been notified thereof by a Lender
or Borrower, and (d) be entitled to consult with legal counsel (including
counsel for Borrower), independent accountants and other experts selected

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by Administrative Agent and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts.

10.5 Limitation of Liability.

(a) None of Administrative Agent, any Agent, any Co-Agent
or any of their respective Representatives shall be liable for any action taken
or omitted to be taken by it or them under the Loan Papers in good faith and
reasonably believed by it or them to be within the discretion or power
conferred upon it or them by the Loan Papers or be responsible for the
consequences of any error of judgment, except for fraud, gross negligence, or
willful misconduct, and none of Administrative Agent, any Agent, any Co-Agent,
or any of their respective Representatives has a fiduciary relationship with
any Lender by virtue of the Loan Papers (provided that nothing herein shall
negate the obligation of Administrative Agent to account for funds received by
it for the account of any Lender).

(b) Unless indemnified to its satisfaction against loss,
cost, liability, and expense, neither Administrative Agent, any Agent nor any
Co-Agent shall be compelled to do any act under the Loan Papers or to take any
action toward the execution or enforcement of the powers thereby created or to
prosecute or defend any suit in respect of the Loan Papers. If Administrative
Agent, any Agent or any Co-Agent requests instructions from Lenders or
Determining Lenders, as the case may be, with respect to any act or action
(including, but not limited to, any failure to act) in connection with any Loan
Paper, Administrative Agent shall be entitled (but shall not be required) to
refrain (without incurring any liability to any Person by so refraining) from
such act or action unless and until it has received such instructions. In no
event, however, shall Administrative Agent, any Agent, any Co-Agent, or any of
their respective Representatives be required to take any action which it or
they determine could incur for it or them criminal or onerous civil liability.
Without limiting the generality of the foregoing, no Lender shall have any
right of action against Administrative Agent as a result of Administrative
Agent's acting or refraining from acting hereunder in accordance with the
instructions of Determining Lenders.

(c) Administrative Agent, any Agent, or any Co-Agent
shall not be responsible in any manner to any Lender or any Participant for,
and each Lender represents and warrants that it has not relied upon
Administrative Agent, any Agent, or any Co-Agent in respect of, (i) the
creditworthiness of any Company and the risks involved to such Lender, (ii) the
effectiveness, enforceability, genuineness, validity, or the due execution of
any Loan Paper, (iii) any representation, warranty, document, certificate,
report, or statement made therein or furnished thereunder or in connection
therewith, (iv) the existence, priority, or perfection of any Lien hereafter
granted or purported to be granted under any Loan Paper, or (v) observation of
or compliance with any of the terms, covenants, or conditions of any Loan Paper
on the part of any Company. Each Lender agrees to indemnify Administrative
Agent and its Representatives and hold them harmless from and against (but
limited to such Lender's Pro Rata Part of) any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
reasonable expenses, and reasonable disbursements of any kind or nature
whatsoever which may be imposed on, asserted against, or incurred by them in
any way relating to or arising out of the Loan Papers or any action taken or
omitted by them under the Loan Papers, to the extent Administrative Agent and
its Representatives are not reimbursed for such amounts by any Company
(provided that, Administrative Agent and its Representatives shall not have the
right to be indemnified hereunder for its or their own fraud, gross negligence,
or willful misconduct).

10.6 Default; Collateral. Upon the occurrence and continuance of a
Default, Lenders agree to promptly confer in order that Determining Lenders or
Lenders, as the case may be, may agree upon a course of action for the
enforcement of the Rights of Lenders; and Administrative Agent shall be
entitled to refrain from taking any action (without incurring any liability to
any Person for so refraining) unless

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and until Administrative Agent shall have received instructions from
Determining Lenders. In actions with respect to any property of Borrower,
Administrative Agent is acting for the ratable benefit of each Lender. Any and
all agreements to subordinate (whether made heretofore or hereafter) other
indebtedness or obligations of Borrower to the Obligation shall be construed as
being for the ratable benefit of each Lender. If Administrative Agent
acquires any security for the Obligation or any guaranty of the Obligation upon
or in lieu of foreclosure, the same shall be held for the ratable benefit of
all Lenders in proportion to the Principal Debt respectively owed to each
Lender.

10.7 Limitation of Liability. To the extent permitted by Law, (a)
neither Administrative Agent, any Agent, nor any Co-Agent (acting in their
respective agent capacities) shall incur any liability to any other Lender,
Agent, Co- Agent, Administrative Agent, or Participant except for acts or
omissions resulting from its own fraud, gross negligence or wilful misconduct,
and (b) neither Administrative Agent nor any Agent, Co-Agent, Lender, or
Participant shall incur any liability to any other Person for any act or
omission of any other Lender or any other Participant.

10.8 Relationship of Lenders. Nothing herein shall be construed as
creating a partnership or joint venture among Administrative Agent and Lenders
or among Lenders.

10.9 Foreign Lenders. Each Lender that is organized under the laws
of any jurisdiction other than the United States of America or any State
thereof (a) represents to Administrative Agent and Borrower that (i) under
applicable Laws and treaties no Taxes are presently required to be withheld by
Administrative Agent or Borrower with respect to any payments to be made to
such Lender in respect of the Obligation and (ii) it has furnished to
Administrative Agent and Borrower two duly completed copies of U.S. Internal
Revenue Service Form 4224, or Form 1001, or Form W-8, as applicable (wherein
such Lender claims entitlement to complete exemption from U.S. federal
withholding tax on all interest payments hereunder), and (b) covenants to (i)
provide, so long as it is entitled to use such form, Administrative Agent and
Borrower a new Form 4224, Form 1001, or Form W-8, as applicable, upon the
expiration or obsolescence of any previously delivered form in accordance with
applicable Laws, duly executed and completed by such Lender and (ii) comply
from time to time with all applicable Laws with regard to such withholding tax
exemption.

10.10 Benefits of Agreement. Except for the representations and
covenants in SECTIONS 10.1(C) and 10.9 in favor of Borrower, none of the
provisions of this SECTION 10 shall inure to the benefit of any Company or any
other Person other than Lenders; consequently, neither any Company nor any
other Person shall be entitled to rely upon, or to raise as a defense, in any
manner whatsoever, the failure of any Lender to comply with such provisions.

10.11 Agents and Co-Agents. None of the Lenders identified in this
Agreement as an "Agent" or "Co-Agent" shall have any rights, powers,
obligations, liabilities, responsibilities, or duties under this Agreement
other than those applicable to all Lenders as such. Without limiting the
foregoing, none of the Lenders so identified as an "Agent" or "Co-Agent" shall
have or be deemed to have any fiduciary relationship with any Lender.

SECTION 11 MISCELLANEOUS.

11.1 Headings. The headings, captions, and arrangements used in
any of the Loan Papers are, unless specified otherwise, for convenience only
and shall not be deemed to limit, amplify, or modify the terms of the Loan
Papers, nor affect the meaning thereof.

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11.2 Nonbusiness Days. In any case where any payment or action is
due under any Loan Paper on a day which is not a Business Day, such payment or
action may be delayed until the next-succeeding Business Day, but interest and
fees shall continue to accrue in respect of any payment to which it is
applicable until such payment is in fact made; provided that, if in the case of
any such payment in respect of a LIBOR Rate Borrowing the next-succeeding
Business Day is in the next calendar month, then such payment shall be made on
the next-preceding Business Day.

11.3 Communications. Unless specifically otherwise provided,
whenever any Loan Paper requires or permits any consent, approval, notice,
request, or demand from one party to another, such communication must be in
writing (which may be by telex or telecopy) to be effective and shall be deemed
to have been given (a) if by telex, when transmitted to the telex number, if
any, for such party, and the appropriate answerback is received, (b) if by
telecopy, when transmitted to the telecopy number for such party (and all such
communications sent by telecopy shall be confirmed promptly thereafter by
personal delivery or mailing in accordance with the provisions of this section;
provided, that any requirement in this parenthetical shall not affect the date
on which such telecopy shall be deemed to have been delivered), (c) if by mail,
on the third Business Day after it is enclosed in an envelope, properly
addressed to such party, properly stamped, sealed, and deposited in the
appropriate official postal service, or (d) if by any other means, when
actually delivered to such party. Until changed by notice pursuant hereto, the
address (and telex and telecopy numbers, if any) for Administrative Agent and
each Lender, Agent, and Co-Agent is set forth on SCHEDULE 2.1, and for Borrower
and each Restricted Company is the address set forth by Borrower's signature on
the signature page of this Agreement. A copy of each communication to
Administrative Agent shall also be sent to Haynes and Boone, L.L.P., 901 Main
Street, Dallas, Texas 75202, Fax: 214/651-5940, Attn: Karen S. Nelson; a copy
of each communication to any Company shall also be sent to WorldCom, Inc.,
10777 Sunset Office Drive, St. Louis, MO 63127, Attn: Bruce Borghardt.

11.4 Form and Number of Documents. Each agreement, document,
instrument, or other writing to be furnished under any provision of this
Agreement must be in form and substance and in such number of counterparts as
may be reasonably satisfactory to Administrative Agent and its counsel.

11.5 Exceptions to Covenants. No Company shall take any action or
fail to take any action which is permitted as an exception to any of the
covenants contained in any Loan Paper if such action or omission would result
in the breach of any other covenant contained in any of the Loan Papers.

11.6 Survival. All covenants, agreements, undertakings,
representations, and warranties made in any of the Loan Papers shall survive
all closings under the Loan Papers and, except as otherwise indicated, shall
not be affected by any investigation made by any party. All rights of, and
provisions relating to, reimbursement and indemnification of Administrative
Agent, any Agent or any Lender shall survive termination of this Agreement and
payment in full of the Obligation.

11.7 GOVERNING LAW. THE LAWS (OTHER THAN CONFLICT-OF-LAWS
PROVISIONS THEREOF) OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF
AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES TO THE LOAN PAPERS
AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THE LOAN
PAPERS.

11.8 Invalid Provisions. If any provision in any Loan Paper is
held to be illegal, invalid, or unenforceable, such provision shall be fully
severable; the appropriate Loan Paper shall be construed and enforced as if
such provision had never comprised a part thereof; and the remaining provisions
thereof shall remain in full force and effect and shall not be affected by such
provision or by its severance therefrom. Administrative Agent, Lenders, and
each Company party to such Loan Paper agree to

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negotiate, in good faith, the terms of a replacement provision as similar to
the severed provision as may be possible and be legal, valid, and enforceable.

11.9 ENTIRETY. THE RIGHTS AND OBLIGATIONS OF THE COMPANIES,
LENDERS, AND ADMINISTRATIVE AGENT SHALL BE DETERMINED SOLELY FROM WRITTEN
AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS
BETWEEN SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS
AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN
PAPERS EXECUTED BY ANY COMPANY, ANY LENDER, AND/OR ADMINISTRATIVE AGENT
(TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS THEY RELATE TO THE
PAYMENT OF AGENT FEES, UNDERWRITING FEES, FACILITY FEES AND ANY OTHER FEES
AFTER THE CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN THE COMPANIES,
LENDERS, AND ADMINISTRATIVE AGENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.

11.10 JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. EACH
PARTY HERETO AND EACH GUARANTOR (BY EXECUTING A GUARANTY), IN EACH CASE FOR
ITSELF, ITS SUCCESSORS AND ASSIGNS (AND IN THE CASE OF BORROWER, FOR EACH OF
ITS SUBSIDIARIES), HEREBY (A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK, AND AGREES
AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL
PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS AND THE
OBLIGATION BY SERVICE OF PROCESS AS PROVIDED BY NEW YORK LAW, (B) IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF OR IN
CONNECTION WITH THE LOAN PAPERS AND THE OBLIGATION BROUGHT IN ANY SUCH COURT,
(C) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (D) AGREES TO DESIGNATE AND MAINTAIN
AN AGENT FOR SERVICE OF PROCESS IN NEW YORK, NEW YORK IN CONNECTION WITH ANY
SUCH LITIGATION AND TO DELIVER TO ADMINISTRATIVE AGENT EVIDENCE THEREOF, IF
REQUESTED, (E) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH LITIGATION BY THE MAILING OF COPIES THEREOF
BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS
SET FORTH HEREIN, (F) IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY
PARTY HERETO ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS OR THE
OBLIGATION SHALL BE BROUGHT IN ONE OF THE AFOREMENTIONED COURTS, AND (G)
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF ANY LOAN PAPER OR THE TRANSACTIONS CONTEMPLATED THEREBY. THE SCOPE OF
EACH OF THE FOREGOING WAIVERS IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER
OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
BORROWER (FOR ITSELF AND ON BEHALF OF EACH OF ITS SUBSIDIARIES) AND GUARANTORS
(BY EXECUTING A GUARANTY) AND EACH OTHER PARTY TO THIS AGREEMENT ACKNOWLEDGE
THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE AGREEMENT OF EACH PARTY HERETO
AND EACH GUARANTOR TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY
RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND EACH WILL CONTINUE
TO RELY ON EACH OF SUCH WAIVERS IN RELATED FUTURE DEALINGS. BORROWER (FOR
ITSELF AND ON BEHALF OF EACH OF ITS SUBSIDIARIES) AND GUARANTORS (BY EXECUTING
A GUARANTY) AND EACH OTHER PARTY TO THIS AGREEMENT WARRANT AND REPRESENT THAT
THEY HAVE REVIEWED THESE WAIVERS WITH THEIR LEGAL COUNSEL, AND THAT THEY
KNOWINGLY AND VOLUNTARILY AGREE TO EACH SUCH WAIVER FOLLOWING CONSULTATION WITH
LEGAL COUNSEL. THE WAIVERS IN THIS SECTION 11.10 ARE IRREVOCABLE, MEANING THAT
THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL
APPLY

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TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR
ANY OTHER LOAN PAPER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

11.11 Amendments, Consents, Conflicts, and Waivers.

(a) Except as otherwise specifically provided, (i) this
Agreement may only be amended, modified or waived by an instrument in
writing executed jointly by Borrower and Determining Lenders, and, in
the case of any matter affecting Administrative Agent (except removal
of Administrative Agent as provided in SECTION 10), by Administrative
Agent, and may only be supplemented by documents delivered or to be
delivered in accordance with the express terms hereof, and (ii) the
other Loan Papers may only be the subject of an amendment,
modification, or waiver if Borrower and Determining Lenders, and, in
the case of any matter affecting Administrative Agent (except as set
forth above), Administrative Agent, have approved same.

(b) Any amendment to or consent or waiver under this
Agreement or any Loan Paper which purports to accomplish any of the
following must be by an instrument in writing executed by Borrower and
executed (or approved, as the case may be) by each Lender, and, in the
case of any matter affecting Administrative Agent, by Administrative
Agent: (i) extends the due date or decreases the amount of any
scheduled payment (other than mandatory prepayments) of the Obligation
beyond the date specified in the Loan Papers; (ii) reduces the
interest rate or decreases the amount of interest, fees, or other sums
payable to Administrative Agent or Lenders hereunder (except such
reductions as are contemplated by this Agreement); (iii) changes the
definition of "APPLICABLE MARGIN," "COMMITMENT," "COMMITTED SUM,"
"DETERMINING LENDERS," "PRO RATA," "PRO RATA PART," or "TERMINATION
DATE," (iv) increases any one or more Lender's Committed Sum (except
increases effected as a result of the availability of the Incremental
Commitment upon satisfaction of the conditions of SECTION 5.4); (v)
except as permitted pursuant to SECTION 7.23 or 7.27 hereof or as
otherwise permitted by the Loan Papers, waives compliance with,
amends, or releases (in whole or in part) any Guaranty or releases (in
whole or in part) any collateral, if any, for the Obligation; or (vi)
changes this CLAUSE (B) or any other matter specifically requiring the
consent of all Lenders hereunder.

(c) Any conflict or ambiguity between the terms and
provisions herein and terms and provisions in any other Loan Paper
shall be controlled by the terms and provisions herein.

(d) No course of dealing nor any failure or delay by
Administrative Agent, any Lender, or any of their respective
Representatives with respect to exercising any Right of Administrative
Agent or any Lender hereunder shall operate as a waiver thereof. A
waiver must be in writing and signed by Administrative Agent and
Determining Lenders (or by all Lenders, if required hereunder) to be
effective, and such waiver will be effective only in the specific
instance and for the specific purpose for which it is given.

11.12 Multiple Counterparts. This Agreement may be executed in a
number of identical counterparts, each of which shall be deemed an original for
all purposes and all of which constitute, collectively, one agreement; but, in
making proof of this Agreement, it shall not be necessary to produce or account
for more than one such counterpart. It is not necessary that each Lender
execute the same counterpart so long as identical counterparts are executed by
Borrower, each Lender, and Administrative Agent. This Agreement shall become
effective when counterparts hereof shall have been executed and

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delivered to Administrative Agent by each Lender, Administrative Agent, and
Borrower, or, in the case only of Lenders, when Administrative Agent shall have
received telecopied, telexed, or other evidence satisfactory to it that each
Lender has executed and is delivering to Administrative Agent a counterpart
hereof. Certain Lenders may have executed multiple signature pages hereof in
addition to full counterparts hereof, in which event, Borrower and
Administrative Agent are authorized to execute such additional signature pages
and insert them, along with signature pages for other parties hereto, into one
or more counterparts of this Agreement containing signatures of all parties
hereto, each of which counterpart shall be deemed an original of this Agreement
for all purposes.

11.13 Taxes. Any Taxes payable by Administrative Agent or any
Lender or ruled (by a Governmental Authority) payable by Administrative Agent
or any Lender in respect of this Agreement or any other Loan Paper shall be
paid by Borrower, together with interest and penalties, if any (except for
Taxes payable on the overall net income of any such Lender or Administrative
Agent and except for interest and penalties incurred as a result of the gross
negligence or wilful misconduct of Administrative Agent or any Lender).
Administrative Agent or such Lender (through Administrative Agent) shall notify
Borrower and deliver to Borrower a certificate setting forth in reasonable
detail the calculation of the amount of such Taxes, which certificate shall be
conclusive and binding, and Borrower shall promptly pay such amount (including
any additional Taxes applicable to the additional sums paid under this SECTION
11.13, such that Administrative Agent or such Lender receives an amount equal
to the sum it would have received had no such Taxes been payable by
Administrative Agent or any Lender with respect to this Agreement or any Loan
Paper) to Administrative Agent for its account or the account of such Lender,
as the case may be. If Administrative Agent or such Lender subsequently
receives a refund of such Taxes paid to it by Borrower, then such recipient
shall promptly pay such refund to Borrower. The provisions of and undertakings
and indemnifications set forth in this SECTION 11.13 shall survive the
satisfaction and payment of the Obligation and termination of this Agreement.

11.14 Successors and Assigns; Participation; Novation.

(a) This Agreement shall be binding upon, and inure to
the benefit of the parties hereto and their respective successors and
assigns, except that (i) no Company may, directly or indirectly,
assign or transfer, or attempt to assign or transfer, any of its
Rights, duties or obligations under any Loan Papers without the
express written consent of all Lenders (except for such assignments or
transfers permitted by SECTION 7.18 hereof), and (ii) except as
permitted under this section, no Lender may transfer, pledge, assign,
sell any participation in, or otherwise encumber its portion of the
Obligation. Notwithstanding CLAUSE (II) of this SECTION 11.14(A), any
Lender may at any time, without the consent of Borrower or
Administrative Agent, assign all or any portion of its Rights under
this Agreement, the Loan Papers, and the Notes to a Federal Reserve
Bank; provided, however, that no such assignment shall release the
transferor Lender from its obligations under this Agreement.

(b) Subject to the provisions of this section and in
accordance with applicable Law, any Lender may, in the ordinary course
of its commercial banking business and in accordance with applicable
Law, at any time sell to one or more Persons (each a "PARTICIPANT")
participating interests in its portion of the Obligation. In the
event of any such sale to a Participant, (i) such Lender shall remain
a "Lender" under this Agreement and the Participant shall not
constitute a "Lender" hereunder, (ii) such Lender's obligations under
this Agreement shall remain unchanged, (iii) such Lender shall remain
solely responsible for the performance thereof, (iv) such Lender shall
remain the holder of its share of the Principal Debt for all purposes
under this Agreement, (v) Borrower and Administrative Agent shall
continue to deal solely and directly with such Lender

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<PAGE> 76
in connection with such Lender's Rights and obligations under the Loan
Papers, and (vi) such Lender shall be solely responsible for any
withholding taxes or any filing or reporting requirements relating to
such participation and shall hold Borrower and Administrative Agent
and their respective successors, permitted assigns, officers,
directors, employees, agents, and representatives harmless against the
same. Participants shall have no Rights under the Loan Papers, other
than certain voting Rights as provided below. Subject to the
following, each Lender shall be entitled to obtain (on behalf of its
Participants) the benefits of SECTION 3 with respect to all
participations in its part of the Obligation outstanding from time to
time so long as Borrower shall not be obligated to pay any amount in
excess of the amount that would be due to such Lender under SECTION 3
calculated as though no participations have been made. No Lender
shall sell any participating interest under which the Participant
shall have any Rights to approve any amendment, modification, or
waiver of any Loan Paper, except to the extent such amendment,
modification, or waiver extends the due date for payment of any amount
in respect of principal (other than mandatory prepayments), interest,
or fees due under the Loan Papers, reduces the interest rate or the
amount of principal or fees applicable to the Obligation (except such
reductions as are contemplated by this Agreement), or releases any
Guaranty or collateral, if any, for the Obligation (except such
releases as are contemplated by this Agreement); provided that in
those cases where a Participant is entitled to the benefits of SECTION
3 or a Lender grants Rights to its Participants to approve amendments
to or waivers of the Loan Papers respecting the matters previously
described in this sentence, such Lender must include a voting
mechanism in the relevant participation agreement or agreements, as
the case may be, whereby a majority of such Lender's portion of the
Obligation (whether held by such Lender or participated) shall control
the vote for all of such Lender's portion of the Obligation. Except
in the case of the sale of a participating interest to another Lender,
the relevant participation agreement shall not permit the Participant
to transfer, pledge, assign, sell participation in, or otherwise
encumber its portion of the Obligation.

(c) Subject to the provisions of this section, any Lender
may, in the ordinary course of its commercial banking business and in
accordance with applicable Law, sell to one or more financial
institutions (each a "PURCHASER"), a proportionate part of all of its
Rights and obligations under the Loan Papers, and such Purchaser shall
assume such Rights and obligations, pursuant to an Assignment and
Assumption Agreement, substantially in the form of EXHIBIT F hereto;
provided that (i) each such assignment shall be in an amount not less
than $10,000,000 (unless such assignment is an assignment of all of a
Lender's Rights and obligations under the Loan Papers), (ii) any
assignment of a Lender's Rights and obligations shall exclude
Competitive Borrowings unless such Lender is selling all of its Rights
and obligations under the Loan Papers, and (iii) the prior consent
(which consent shall not be unreasonably withheld) of Borrower (so
long as no Default has occurred and is continuing) and Administrative
Agent (whether or not a Default has occurred and is continuing) shall
have been obtained, except no such consent is required for any such
assignment by any Lender to another Lender or to any financial
institution Affiliate of any Lender and so long as such assignment is
not made in connection with the sale of the Affiliate). Upon (x)
delivery of an executed copy of the Assignment and Assumption
Agreement to Borrower and Administrative Agent and (y) payment of a
fee of $3,500 from such transferor to Administrative Agent, from and
after the assignment's effective date (which shall be after the date
of such delivery), such Purchaser shall for all purposes be a Lender
party to this Agreement and shall have all the Rights and obligations
of a Lender under this Agreement to the same extent as if it were an
original party hereto with commitments as set forth in the Assignment
and Assumption Agreement, and the transferor Lender shall be released
from its obligations hereunder to a corresponding extent, and, except
as provided in the following sentence, no further

70
<PAGE> 77
consent or action by Borrower, Lenders, or Administrative Agent shall
be required. Upon the consummation of any transfer to a Purchaser
pursuant to this CLAUSE (C), SCHEDULE 2.1 shall automatically be
deemed to reflect the name, address, and Committed Sum of such
Purchaser, Administrative Agent shall deliver to Borrower and Lenders
an amended SCHEDULE 2.1 reflecting such changes, Borrower shall
execute and deliver to each of the transferor Lender (if the
transferor Lender has retained a portion of its Rights and
obligations) and such Purchaser, Notes in the face amount of their
respective Committed Sum following such transfer, and, upon receipt of
such Notes, such transferor Lender shall return to Borrower the Notes
previously delivered to such Lender hereunder. A Purchaser shall be
subject to all the provisions in this section the same as if it were a
Lender signatory hereto as of the Closing Date.

(d) If pursuant to CLAUSE (C) above any interest in the
Obligation is transferred to any Purchaser which is organized under
the Laws of any jurisdiction other than the United States of America
or any state thereof, the transferor Lender shall, as a condition to
the effectiveness and completion of such transfer, cause such
Purchaser, concurrently with the effectiveness of such transfer (i) to
represent to the transferor Lender (for the benefit of the transferor
Lender, Administrative Agent, and Borrower) that, under applicable
Laws, no Taxes will be required to be withheld by Administrative
Agent, Borrower, or the transferor Lender with respect to any payments
to be made to such Purchaser in respect of the Obligation, (ii) to
furnish to each of the transferor Lender, Administrative Agent, and
Borrower two duly completed copies of either U.S. Internal Revenue
Service Form 4224 or Form 1001 (wherein such Purchaser claims
entitlement to complete exemption from United States federal
withholding Tax on all interest payments hereunder), or Form W-8, as
applicable, and (iii) to agree (for the benefit of the transferor
Lender, Administrative Agent, and Borrower), (x) to provide the
transferor Lender, Administrative Agent, and Borrower a new Form 4224,
Form 1001 or Form W-8, as applicable, upon the expiration or
obsolescence of any previously delivered form in accordance with
applicable Laws, duly executed and completed by such Purchaser, and
(y) to comply from time to time with all applicable Laws with regard
to such withholding Tax exemption.

(e) No Participant shall be entitled to receive any
greater payment under SECTIONS 3.15 through 3.18 than the transferor
Lender would have been entitled to receive with respect to the Rights
transferred.

11.15 Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. Each Company's obligations under the Loan Papers shall remain
in full force and effect until termination of the Commitment and payment in
full of the Principal Debt and of all interest, fees, and other amounts of the
Obligation then due and owing, (and termination of all outstanding LCs and
Financial Hedges with any Lender, if any, unless such Lender shall otherwise
consent) except that SECTIONS 3.16, 3.18, SECTION 9, and SECTION 11, and any
other provisions under the Loan Papers expressly intended to survive by the
terms hereof or by the terms of the applicable Loan Papers, shall survive such
termination. If at any time any payment of the principal of or interest on any
Note or any other amount payable by Borrower under any Loan Paper is rescinded
or must be otherwise restored or returned upon the insolvency, bankruptcy, or
reorganization of Borrower or otherwise, the obligations of each Company under
the Loan Papers with respect to such payment shall be reinstated as though such
payment had been due but not made at such time.

11.16 Confidentiality. All information furnished by or on behalf of
any Company in connection with or pursuant to this Agreement or any of the Loan
Papers (including but not limited to in connection with or pursuant to the
negotiation, preparation or requirements hereof or thereof), which information
has

71
<PAGE> 78
been identified as confidential by any Company, shall be held by Administrative
Agent, each Agent, each Co-Agent, each Lender and each Participant
(collectively, the "LENDER PARTIES") in accordance with its customary
procedures for handling confidential information of this nature and in
accordance with safe and sound banking practices, and no Lender Party shall
disclose any of such information to any other Person; provided that any Lender
or Participant may make disclosure (a) to its attorneys, provided that such
Lender or Participant shall direct such attorneys to maintain such information
in confidence in accordance with the provisions of this SECTION 11.16, and
shall be responsible if such attorneys fail to do so, (b) to any affiliate of
any Lender Party or as reasonably required by any prospective bona fide
assignee or Participant in connection with the contemplated transfer of any
interest in the Obligation or participation, so long as any such affiliate or
contemplated assignee or Participant has agreed in writing (with a copy to
Borrower) to be bound by the provisions of this SECTION 11.16, (c) as required
or requested by any Governmental Authority or representative thereof or as
required pursuant to any Law or legal process, provided that, unless prohibited
by Law or court order, such Lender or Participant shall give prior notice to
Borrower of such disclosure as far in advance thereof as is practicable (other
than disclosure in connection with an examination of the financial condition of
such Person by a Governmental Authority), (d) in connection with proceedings to
enforce the obligation of any Company under the Loan Papers, or (e) of any such
information that has become generally available to the public other than
through a breach of this SECTION 11.16 (or of any agreement or obligation to be
bound by this SECTION 11.16) by any Lender Party, any affiliate of any Lender
Party, any prospective assignee or Participant, or their respective attorneys.

11.17 Restatement of Existing Agreement, Repayment of
Non-Participating Existing Lenders, and Settlement of Funds. The parties
hereto agree that, on the Closing Date, after all conditions precedent set
forth in SECTION 5.1 have been satisfied or waived: (a) the Obligation (as
defined herein) represents, among other things, the amendment, extension,
consolidation, and modification of the "Obligation" (as defined in the Existing
Agreement); (b) this Agreement is intended to, and does hereby, restate, renew,
extend, amend, modify, supersede, and replace the Existing Agreement; (c) the
Amended and Restated Guaranties executed pursuant to this Agreement on the
Closing Date are intended to, and do hereby, restate, renew, extend, amend,
modify, supersede, and replace the Guaranties executed and delivered pursuant
to the Existing Agreement; (d) the Notes executed pursuant to this Agreement
amend, renew, extend, modify, replace, substitute for and supersede in their
entirety (but do not extinguish, the Debt arising under) the promissory notes
issued pursuant to the Existing Agreement (other than Debt owed to Existing
Lenders who are not continuing as a Lender under this Agreement, which Debt is
being repaid on the Closing Date); and (e) the entering into and performance of
their respective obligations under this Agreement and the transactions
evidenced hereby do not constitute a novation. Additionally, the following
allocations and payments by the parties indicated will be made in order to
reflect the amended and restated Commitment and Lenders' Pro Rata Parts
thereof:

(i) On the Closing Date, all outstanding indebtedness
under the Existing Agreement owed to any Existing Lender that has not
continued to be a Lender under this Agreement shall be repaid in full
by Borrower and such Existing Lender's commitment under the Existing
Agreement shall be terminated.

(ii) To the extent any Lender which was not an Existing
Lender has been added as a party to this Agreement, such Lender shall
pay to Administrative Agent its Pro Rata Part of the Principal Debt
outstanding on the Closing Date, including, without limitation, its
Pro Rata Part of any Borrowings made on the Closing Date.

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<PAGE> 79
(iii) Each Lender which was an Existing Lender will fund,
if positive, an amount equal to the difference between (i) its Pro
Rata Part of the Principal Debt outstanding on the Closing Date under
this Agreement, including, without limitation, its Pro Rata Part of
any Borrowings made on the Closing Date, and (ii) its ratable portion
of the aggregate unpaid principal balance of all borrowings under the
Existing Agreement on the Closing Date.

(iv) To the extent the calculation in CLAUSE (III) is
negative (the "Deficit") with respect to any Lender which was an
Existing Lender, then Administrative Agent, subject to receipt of
payments under CLAUSES (II) and (III) above, shall pay to such Lender
the amount of such Deficit.

EXECUTED on the respective dates shown on the signature pages hereto,
but effective as of the Closing Date.

[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.]

73
<PAGE> 80
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

WORLDCOM, INC.,
Date Executed: as Borrower

By /s/ Scott D. Sullivan
- ------------------------------ -----------------------------------
Scott D. Sullivan,
Chief Financial Officer and
Treasurer

(Address)

515 East Amite Street
Jackson, Mississippi 39201
Attn: Scott D. Sullivan
Chief Financial Officer
and Treasurer
(Telephone: 601/360-8690
Telecopy: 601/974-8426)
<PAGE> 81
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

NATIONSBANK OF TEXAS, N.A.,
Date Executed: as Administrative Agent and a Lender

June 21, 1996 By /s/ Jennifer O. Bishop
- ------------------------------ -----------------------------------

(Name) Jennifer O. Bishop
---------------------------------
(Title) Vice President
--------------------------------

<PAGE> 82
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

Bank of America Illinois
Date Executed: as an Agent and a Lender

By /s/ Michael J. McCutchin
- ------------------------------ ----------------------------------
(Name) Michael J. McCutchin
-------------------------------
(Title) Vice President
------------------------------

<PAGE> 83
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE BANK OF NEW YORK,
Date Executed: as an Agent and a Lender

By /s/ Vincent L. Pacilio
- ------------------------------ -----------------------------------
(Name) Vincent L. Pacilio
--------------------------------
(Title) Vice President
-------------------------------

<PAGE> 84
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE BANK OF NOVA SCOTIA,
Date Executed: as an Agent and a Lender

JUN 26 1996 By /s/ F.C.H. Ashby
- ------------------------------ ----------------------------------
(Name) F.C.H. Ashby
-------------------------------
(Title) Senior Manager -
Loan Operations
------------------------------
<PAGE> 85
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

CANADIAN IMPERIAL BANK OF COMMERCE,
Date Executed: as an Agent and a Lender

6/26/96 By /s/ Marisa J. Harney
- ------------------------------ -----------------------------------
Marisa J. Harney
Authorized Signatory
<PAGE> 86
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

CHEMICAL BANK,
Date Executed: as an Agent and a Lender

By /s/ John J. Huber
- ------------------------------ -----------------------------------
(Name) John J. Huber III
--------------------------------
(Title) Managing Director
-------------------------------
<PAGE> 87
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

CREDIT LYONNAIS NEW YORK BRANCH,
Date Executed: as an Agent and a Lender

By /s/ Bruce M. Yeager
- ------------------------------ -----------------------------------
(Name) Bruce M. Yeager
--------------------------------
(Title) Senior Vice President
-------------------------------
<PAGE> 88
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE FIRST NATIONAL BANK OF CHICAGO,
Date Executed: as an Agent and a Lender

6/27/96 By /s/ Ronald L. Coleman
- ------------------------------ -----------------------------------
(Name) Ronald L. Coleman
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 89
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
Date Executed: as an Agent and a Lender

6/24/96 By /s/ Jim F. Redman
- ------------------------------ -----------------------------------
(Name) Jim F. Redman
--------------------------------
(Title) Senior Vice President
-------------------------------
<PAGE> 90
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY,
Date Executed: as an Agent and a Lender

June 26, 1996 By /s/ Shusai Nagai
- ------------------------------ -----------------------------------
(Name) Shusai Nagai
--------------------------------
(Title) General Manager
-------------------------------
<PAGE> 91
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH,
Date Executed: as an Agent and a Lender

June 27, 1996 By /s/ Satoru Otsubo
- ------------------------------ -----------------------------------
(Name) Satoru Otsubo
--------------------------------
(Title) Joint General Manager
-------------------------------
<PAGE> 92
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

TORONTO DOMINION (TEXAS), INC.,
Date Executed: as an Agent and a Lender

By /s/ David G. Parker
- ------------------------------ -----------------------------------
(Name) David G. Parker
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 93
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

WACHOVIA BANK OF GEORGIA, N.A.,
Date Executed: as an Agent and a Lender

6-24-1996 By /s/ Charles Dee O'Dell, II
- ------------------------------ -----------------------------------
(Name) Charles Dee O'Dell
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 94
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

BANK OF MONTREAL
Date Executed: as a Co-Agent and a Lender

6/26/96 By /s/ Rene Encarnacion
- ------------------------------ -----------------------------------
(Name) Rene Encarnacion
--------------------------------
(Title) Director
-------------------------------

<PAGE> 95
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

BANK OF TOKYO-MITSUBISHI TRUST COMPANY
Date Executed: as a Co-Agent and a Lender

6/26/96 By /s/ John P. Judge
- ------------------------------ -----------------------------------
(Name) John P. Judge
--------------------------------
(Title) Vice President
<PAGE> 96
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

BANQUE NATIONALE DE PARIS,
Date Executed: as a Co-Agent and a Lender

6/28/96 By /s/ Nuala Marley
- ------------------------------ -----------------------------------
(Name) Nuala Marley
--------------------------------
(Title) Vice President
-------------------------------

By /s/ Brian M. Foster
------------------------------------
(Name) Brian M.Foster
--------------------------------
(Title) Vice President
-------------------------------

<PAGE> 97
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

BANQUE PARIBAS
Date Executed: as a Co-Agent and a Lender

June 24, 1996 By /s/ Jean-Yves Fillion
- ------------------------------ -----------------------------------
(Name) Jean-Yves Fillion
--------------------------------
(Title) Vice President
-------------------------------

By /s/ John Cate
-----------------------------------
(Name) John Cate
--------------------------------
(Title) Group Vice President
-------------------------------
<PAGE> 98
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

BARCLAYS BANK PLC,
Date Executed: as a Co-Agent and a Lender

June 27, 1996 By /s/ James K. Downey
- ------------------------------ -----------------------------------
(Name) James K. Downey
--------------------------------
(Title) Associate Director
-------------------------------
<PAGE> 99
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

CORESTATES BANK N.A.,
Date Executed: as a Co-Agent and a Lender

06/26/96 By /s/ Philip D. Harrison
- ------------------------------ -----------------------------------
(Name) Philip Harrison
--------------------------------
(Title) Assistant Vice President
-------------------------------
<PAGE> 100
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

CREDIT SUISSE
Date Executed: as a Co-Agent and a Lender

JUN 26 1996 By /s/ William P. Murray
- ------------------------------ -----------------------------------
(Name) William P. Murray
--------------------------------
(Title) Member of Senior Management
-------------------------------

By /s/ Kristinn R. Kristinsson
-----------------------------------
(Name) Kristinn R. Kristinsson
--------------------------------
(Title) Associate
-------------------------------

<PAGE> 101
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

FLEET NATIONAL BANK,
Date Executed: as a Co-Agent and a Lender

6/27/96 By /s/ Jeffrey R. Greene
- ------------------------------ -----------------------------------
(Name) Jeffrey R. Greene
--------------------------------
(Title) Banking Officer
-------------------------------

By /s/ Alexander G. Ivanov
-----------------------------------
(Name) Alexander G. Ivanov
--------------------------------
(Title) Banking Officer
-------------------------------
<PAGE> 102
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

FUJI BANK, LIMITED,
Date Executed: as a Co-Agent and a Lender

06/28/96 By /s/ Toshihiro Mitsui
- ------------------------------ -----------------------------------
(Name) Toshihiro Mitsui
--------------------------------
(Title) Vice President & Manager
-------------------------------
<PAGE> 103
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

MELLON BANK, N.A.,
Date Executed: as a Co-Agent and a Lender

June 26, 1996 By /s/ John M. Kailer
- ------------------------------ -----------------------------------
(Name) John M. Kailer
--------------------------------
(Title) First Vice President
-------------------------------
<PAGE> 104
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

ROYAL BANK OF CANADA,
Date Executed: as a Co-Agent and a Lender

6/26/96 By /s/ Thomas M. Byrne
- ------------------------------ -----------------------------------
(Name) Thomas M. Byrne
--------------------------------
(Title) Manager
-------------------------------
<PAGE> 105
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE SANWA BANK LIMITED,
DALLAS AGENCY,
Date Executed: as a Co-Agent and a Lender

By /s/ Blake Wright
- ------------------------------ -----------------------------------
(Name) Blake Wright
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 106
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

SOCIETE GENERALE,
Date Executed: as a Co-Agent and a Lender

6/26/96 By /s/ John Sadik-Khan
- ------------------------------ -----------------------------------
(Name) John Sadik-Khan
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 107
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

ABN AMRO BANK N.V.,
Date Executed: as a Lender

6/25/96 By /s/ Steven L. Hipsman
- ------------------------------ -----------------------------------
(Name) Steven Hipsman
--------------------------------
(Title) Vice President
-------------------------------

By /s/ Robert A. Budnek
-----------------------------------
(Name) Robert Budnek
--------------------------------
(Title) Assistant Vice President
-------------------------------
<PAGE> 108
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

AMSOUTH BANK OF ALABAMA,
Date Executed: as a Lender

06/26/96 By /s/ Therese M. Sheehy
- ------------------------------ -----------------------------------
(Name) Therese M. Sheehy
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 109
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE ASAHI BANK, LTD.,
Date Executed: as a Lender

June 26, 1996 By /s/ Junichi Yamada
- ------------------------------ -----------------------------------
(Name) Mr. Junichi Yamada
--------------------------------
(Title) Senior Deputy General Manager
-------------------------------
<PAGE> 110
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

BANCO ESPIRITO SANTO E COMERCIAL
DE LISBOA, NASSAU BRANCH,
Date Executed: as a Lender

6/25/96 By /s/ Joaquim Garnecho
- ------------------------------ -----------------------------------
(Name) Joaquim Garnecho
--------------------------------
(Title) Executive Vice President
& General Manager
-------------------------------

By /s/ Andrew Orsen
-----------------------------------
(Name) Andrew Orsen
--------------------------------
(Title) Vice President
-------------------------------

<PAGE> 111
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

BANK BRUSSELS LAMBERT, NEW YORK
BRANCH,
Date Executed: as a Lender

6/26/96 By /s/ Denise Isherwood
- ------------------------------ -----------------------------------
(Name) Denise Isherwood
--------------------------------
(Title) Assistant Vice President
-------------------------------

By /s/ Dominick H.J. Vangaever
-----------------------------------
(Name) Dominick H.J. Vangaever
--------------------------------
(Title) Vice President Credit
Department
-------------------------------
<PAGE> 112
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

BANK HAPOALIM B.M.,
Date Executed: as a Lender

6/26/96 By /s/ Jonathan Kulka
- ------------------------------ -----------------------------------
(Name) Jonathan Kulka
--------------------------------
(Title) First Vice President,
Branch Manager
-------------------------------

By /s/ Peter Dovas
-----------------------------------
(Name) Peter Dovas
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 113
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

BANK OF IRELAND GRAND CAYMAN,
Date Executed: as a Lender

June 26, 1996 By /s/ Roger M. Burns
- ------------------------------ -----------------------------------
(Name) Roger M. Burns
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 114
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

BANK OF OKLAHOMA N.A.,
Date Executed: as a Lender

JUNE 25, 1996 By /s/ Bridget E. Leenstra
- ------------------------------ -----------------------------------
(Name) Bridget E. Leenstra
--------------------------------
(Title) Assistant Vice President
-------------------------------
<PAGE> 115
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

BAYERISCHE LANDESBANK GIROZENTRALE
CAYMAN ISLANDS BRANCH,
Date Executed: as a Lender

6/25/96 By /s/ Wilfried Freudenberger
- ------------------------------ -----------------------------------
(Name) Wilfried Freudenberger
--------------------------------
(Title) Executive Vice President and
General Manager
-------------------------------

By /s/ Peter Obermann
-----------------------------------
(Name) Peter Obermann
--------------------------------
(Title) Senior Vice President Manager
Lending Division
-------------------------------
<PAGE> 116
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
Date Executed: as a Lender

6/26/96 By /s/ Craig A. Korte
- ------------------------------ -----------------------------------
(Name) Craig A. Korte
--------------------------------
(Title) Corporate Banking Officer
-------------------------------
<PAGE> 117
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

COMERICA BANK,
Date Executed: as a Lender

June 26, 1996 By /s/ John M. Costa
- ------------------------------ -----------------------------------
(Name) John M. Costa
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 118
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

COMMERZBANK AG, ATLANTA AGENCY,
Date Executed: as a Lender

6/26/96 By /s/ Andreas Bremer
- ------------------------------ -----------------------------------
(Name) Andreas Bremer
--------------------------------
(Title) Senior Vice President and
Manager
-------------------------------

By /s/ Mark Wortmann
-----------------------------------
(Name) Mark Wortmann
--------------------------------
(Title) Assistant Vice President
-------------------------------
<PAGE> 119
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE,
Date Executed: as a Lender

June 26, 1996 By /s/ Sean Mounier
- ------------------------------ -----------------------------------
(Name) Sean Mounier
--------------------------------
(Title) First Vice President
-------------------------------

By /s/ Brian O'Leary
-----------------------------------
(Name) Brian O'Leary
--------------------------------
(Title) Vice President
------------------------------

<PAGE> 120
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

CREDITANSTALT CORPORATE FINANCE, INC.,
Date Executed: as a Lender

By /s/ Robert M. Biringer
- ------------------------------ -----------------------------------
(Name) Robert M. Biringer
--------------------------------
(Title) Senior Vice President
-------------------------------

CREDITANSTALT CORPORATE FINANCE, INC.,
as a Lender

By /s/ W. Craig Stamm
-----------------------------------
(Name) W. Craig Stamm
--------------------------------
(Title) Senior Associate
-------------------------------
<PAGE> 121
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

CRESTAR BANK,
Date Executed: as a Lender

June 26, 1996 By /s/ J. Eric Millham
- ------------------------------ -----------------------------------
(Name) J. Eric Millham
--------------------------------
(Title) Vice President
-------------------------------

<PAGE> 122
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE DAI-ICHI KANGYO BANK, LIMITED -
ATLANTA AGENCY,
Date Executed: 06/27/96 as a Lender

Effective:
06/28/96 By /s/ Toshiaki Kurihara
- ------------------------------ -----------------------------------
(Name) Toshiaki Kurihara
--------------------------------
(Title) Joint General Manager
-------------------------------
<PAGE> 123
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

DEUTSCHE BANK AG NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES,
Date Executed: as a Lender

6/26/96 By /s/ Stephen E. Kohler
- ------------------------------ -----------------------------------
(Name) Stephen E. Kohler
--------------------------------
(Title) Vice President
-------------------------------

By /s/ John R. Lilly
-----------------------------------
(Name) John R. Lilly
--------------------------------
(Title) Vice President
-------------------------------

<PAGE> 124
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES,
Date Executed: as a Lender

By /s/ William Lambert
/s/ Jane A. Majeski
- ------------------------------ -----------------------------------
(Name) William E. Lambert
Jane A. Majeski
--------------------------------
(Title) Assistant Vice President
Vice President
-------------------------------

<PAGE> 125
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE FIRST NATIONAL BANK OF BOSTON,
Date Executed: as a Lender

By /s/ Shepard D. Rainie
- ------------------------------ -----------------------------------
(Name) Shepard D. Rainie
--------------------------------
(Title) Director
-------------------------------

<PAGE> 126
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

GULF INTERNATIONAL BANK B.S.C.,
Date Executed: as a Lender

June 25, 1996 By /s/ Haytham F. Khalil
- ------------------------------ -----------------------------------
(Name) Haytham F. Khalil
--------------------------------
(Title) Assistant Vice President
-------------------------------

By /s/ Abdel-Fattah Tahoun
-----------------------------------
(Name) Abdel-Fattah Tahoun
--------------------------------
(Title) Senior Vice President
-------------------------------
<PAGE> 127
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

HIBERNIA NATIONAL BANK,
Date Executed: as a Lender

6/26/96 By /s/ Troy J. Villafarra
- ------------------------------ -----------------------------------
(Name) Troy J. Villafarra
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 128
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

KREDIETBANK, N.V., GRAND CAYMAN BRANCH,
Date Executed: as a Lender

By /s/ R. Snauffer
- ------------------------------ -----------------------------------
(Name) Robert Snauffer
--------------------------------
(Title) Vice President
-------------------------------

By /s/ Tod R. Angus
-----------------------------------
(Name) Tod R. Angus
--------------------------------
(Title) Vice President
------------------------------

<PAGE> 129
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

LEHMAN COMMERCIAL PAPER, INC.,
Date Executed: as a Lender

By /s/ Dennis J. Dee
- ------------------------------ -----------------------------------
(Name) Dennis J. Dee
--------------------------------
(Title) Authorized Signatory
-------------------------------
<PAGE> 130
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

MERCANTILE BANK OF ST. LOUIS NATIONAL
ASSOCIATION
Date Executed: as a Lender

JUN 26 1996 By /s/ Gregory D. Knudsen
- ------------------------------ -----------------------------------
(Name) Gregory D. Knudsen
--------------------------------
(Title) Vice President
-------------------------------

<PAGE> 131
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

MERITA BANK LTD - NEW YORK BRANCH,
Date Executed: as a Lender

6/26/96 By /s/ Eric I. Mann
/s/ Pentti Mansukoski
- ------------------------------ -----------------------------------
(Name) Eric I. Mann /
Pentti Mansukoski
--------------------------------
(Title) Vice President
Senior Vice President
-------------------------------
<PAGE> 132
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE MITSUBISHI TRUST AND BANKING
CORPORATION, CHICAGO BRANCH,
Date Executed: as a Lender

June 26, 1996 By /s/ Masaaki Yamagishi
- ------------------------------ -----------------------------------
(Name) Masaaki Yamagishi
--------------------------------
(Title) Chief Manager
-------------------------------
<PAGE> 133
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE MITSUI TRUST & BANKING COMPANY,
LIMITED,
Date Executed: as a Lender

6/26/96 By /s/ William W. Hunter
- ------------------------------ -----------------------------------
(Name) William W. Hunter
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 134
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

NATIONAL BANK OF KUWAIT, S.A.K.,
GRAND CAYMAN ISLAND BRANCH,
Date Executed: as a Lender

6/25/96 By /s/ George Nasra
/s/ Muhannad Kamal
- ------------------------------ -----------------------------------
(Name) George Nasra /
Muhannad Kamal
--------------------------------
(Title) General Manager /
Executive Manager
-------------------------------
<PAGE> 135
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

PNC BANK, NATIONAL ASSOCIATION,
Date Executed: as a Lender

6/27/96 By /s/ Daniel E. Hopkins
- ------------------------------ -----------------------------------
(Name) Daniel E. Hopkins
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 136
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

RIGGS BANK N.A.
Date Executed: as a Lender

6/26/96 By /s/ David H. Olson
- ------------------------------ -----------------------------------
(Name) David H. Olson
--------------------------------
(Title) Vice President
-------------------------------
<PAGE> 137
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE ROYAL BANK OF SCOTLAND PLC,
Date Executed: as a Lender

6/25/96 By /s/ Grant E. Stoddart
- ------------------------------ -----------------------------------
(Name) Grant E. Stoddart
--------------------------------
(Title) Senior Vice President & Manager
-------------------------------
<PAGE> 138
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE SUMITOMO BANK, LIMITED
Date Executed: as a Lender

JUN 26 1996 By /s/ Harumitsu Seki
- ------------------------------ -----------------------------------
(Name) Harumitsu Seki
--------------------------------
(Title) General Manager
-------------------------------
<PAGE> 139
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH,
Date Executed: as a Lender

6/27/96 By /s/ Suraj P. Bhatia
- ------------------------------ -----------------------------------
(Name) Suraj P. Bhatia
--------------------------------
(Title) Senior Vice President Manager,
Corporate Finance Department
-------------------------------

WorldCom, Inc.
Amended & Restated
Credit Agreement
<PAGE> 140
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

SUN TRUST BANK, SOUTH FLORIDA, N.A.,
Date Executed: as a Lender

6/25/96 By /s/ Steve Apodaca
- ------------------------------ -----------------------------------
(Name) Steve Apodaca
--------------------------------
(Title) Vice President
-------------------------------

<PAGE> 141
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE TOKAI BANK, LTD, ATLANTA AGENCY,
Date Executed: as a Lender

June 26, 1996 By /s/ Eiichi Fujihira
- ------------------------------ -----------------------------------
(Name) Eiichi Fujihira
--------------------------------
(Title) General Manager
-------------------------------
<PAGE> 142
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE TOYO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH,
Date Executed: as a Lender

6/26/1996 By /s/ Hiroyuki Fukuro
- ------------------------------ -----------------------------------
(Name) Hiroyuki Fukuro
--------------------------------
(Title) Vice President
-------------------------------

By
-----------------------------------
(Name)
--------------------------------
(Title)
-------------------------------
<PAGE> 143
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

UNION BANK OF SWITZERLAND,
Date Executed: as a Lender

JUN 25 1996 By /s/ Laurent J. Chaix
- ------------------------------ -----------------------------------
(Name) Laurent J. Chaix
--------------------------------
(Title) Vice President
-------------------------------

By /s/ Stephen A. Cayer
-----------------------------------
(Name) Stephen A. Cayer
--------------------------------
(Title) Assistant Treasurer
-------------------------------
<PAGE> 144
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

UNITED STATES NATIONAL BANK OF OREGON,
Date Executed: as a Lender

6/26/96 By /s/ Fiza Noordin
- ------------------------------ -----------------------------------
(Name) Fiza Noordin
--------------------------------
(Title) Corporate Banking Officer
-------------------------------
<PAGE> 145
Signature Page to that certain Amended and Restated Credit Agreement
dated as of June 28, 1996, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Managing Agent and Administrative Agent, the Agents, and
certain other Lenders named therein, including the undersigned.

THE YASUDA TRUST & BANKING CO., LTD.,
Date Executed: as a Lender

06/26/96 By /s/ Makoto Tagawa
- ------------------------------ -----------------------------------
(Name) Makoto Tagawa
--------------------------------
(Title) Deputy General Manager
-------------------------------
<PAGE> 146
SCHEDULE 2.1

LENDERS AND COMMITMENTS

<TABLE>
<CAPTION>
===================================================================================================
NAME AND ADDRESS OF LENDER COMMITTED SUM COMMITMENT PERCENTAGE
===================================================================================================
<S> <C> <C>
NationsBank of Texas, N.A. $155,000,000.00 4.133333333333333%
Communications Finance Division
Attn: Mr. Brian D. Corum
901 Main Street, 64th Floor
Dallas, Texas 75202
- ---------------------------------------------------------------------------------------------------
Bank of America Illinois $102,500,000.00 2.733333333333333%
Attn: Mr. Michael J. McCutchin
555 California Street, 41st Floor
San Francisco, California 94104
- ---------------------------------------------------------------------------------------------------
The Bank of New York $102,500,000.00 2.733333333333333%
Attn: Mr. Vincent L. Pacilio
One Wall Street - 16 South
New York, New York 10286
- ---------------------------------------------------------------------------------------------------
The Bank of Nova Scotia $102,500,000.00 2.733333333333333%
Attn: Mr. F.C.H. Ashby
Suite 2700
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
- ---------------------------------------------------------------------------------------------------
Chemical Bank $102,500,000.00 2.733333333333333%
Attn: Mr. James Stone
270 Park Avenue - 9th Floor
New York, New York 10017
- ---------------------------------------------------------------------------------------------------
Canadian Imperial Bank of Commerce $102,500,000.00 2.733333333333333%
Attn: Ms. Marisa J. Harney
425 Lexington Avenue, 8th Floor
New York, New York 10017
- ---------------------------------------------------------------------------------------------------
Credit Lyonnais New York Branch $102,500,000.00 2.733333333333333%
Attn: Mr. James E. Morris
18th Floor
1301 Avenue of the Americas
New York, New York 10019
- ---------------------------------------------------------------------------------------------------
The First National Bank of Chicago $102,500,000.00 2.733333333333333%
Attn: Mr. Ronald L. Coleman
One First National Plaza
Mail Suite #0363, 1-10
Chicago, Illinois 60670
- ---------------------------------------------------------------------------------------------------
First Union National Bank of North Carolina $102,500,000.00 2.733333333333333%
Attn: Mr. Lloyd R. Sams
301 South College Street, TW19
Charlotte, North Carolina 28288
- ---------------------------------------------------------------------------------------------------
</TABLE>

SCHEDULE 2.1
<PAGE> 147

<TABLE>
<CAPTION>
===================================================================================================
NAME AND ADDRESS OF LENDER COMMITTED SUM COMMITMENT PERCENTAGE
===================================================================================================
<S> <C> <C>
The Industrial Bank of Japan, Limited, $102,500,000.00 2.733333333333333%
Atlanta Agency
Attn: Mr. James Masters
191 Peachtree Street, N.E., Suite 3600
Atlanta, Georgia 30303-1757
- ---------------------------------------------------------------------------------------------------
The Long-Term Credit Bank of Japan, $102,500,000.00 2.733333333333333%
Limited, New York Branch
Attn: Ms. Maria Araujo
165 Broadway, 49th Floor
New York, New York 10006
- ---------------------------------------------------------------------------------------------------
Toronto Dominion (Texas), Inc. $102,500,000.00 2.733333333333333%
Attn: Ms. Darlene Riedel
Toronto Dominion (Texas), Inc.
909 Fannin, Suite 1700
Houston, Texas 77010
- ---------------------------------------------------------------------------------------------------
Wachovia Bank of Georgia, N.A. $102,500,000.00 2.733333333333333%
Attn: Mr. Charles Dee O'Dell, II
191 Peachtree Street MC GA - 3940
Atlanta, Georgia 30303-1757
- ---------------------------------------------------------------------------------------------------
Bank of Montreal $82,000,000.00 2.186666666666667%
Communications/Media
Attn: Mr. Rene Encarnacion
430 Park Avenue
New York, New York 10022
- ---------------------------------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi Trust Company $95,000,000.00 2.533333333333333%
Attn: Mr. John P. Judge
Vice President
1251 Avenue of the Americas, 12th Floor
New York, NY 10020
- ---------------------------------------------------------------------------------------------------
Banque Nationale de Paris $82,000,000.00 2.186666666666667%
Attn: Ms. Nancy Stengel
499 Park Avenue, 2nd Floor
New York, New York 10022
- ---------------------------------------------------------------------------------------------------
Banque Paribas $82,000,000.00 2.186666666666667%
Attn: Mr. Jean-Yves Fillion
2029 Century Park East, Suite 3900
Los Angeles, California 90067
- ---------------------------------------------------------------------------------------------------
Barclays Bank PLC $82,000,000.00 2.186666666666667%
Attn: Mr. James Downey
388 Market Street, Suite 1700
San Francisco, California 94111
- ---------------------------------------------------------------------------------------------------
CoreStates Bank N.A. $82,000,000.00 2.186666666666667
Communications/Media Group
Attn: Mr. Douglas E. Blackman
FC-1-8-10-73
1339 Chestnut Street
P.O. Box 7618
Philadelphia, Pennsylvania 19101-7618
- ---------------------------------------------------------------------------------------------------
</TABLE>

2
SCHEDULE 2.1
<PAGE> 148

<TABLE>
<CAPTION>
===================================================================================================
NAME AND ADDRESS OF LENDER COMMITTED SUM COMMITMENT PERCENTAGE
===================================================================================================
<S> <C> <C>
Credit Suisse $82,000,000.00 2.186666666666667%
Attn: Mr. Kristinn Kristinnson
Credit Suisse, New York
12 East 49th Street
New York, New York 10017
- ---------------------------------------------------------------------------------------------------
Fleet National Bank $95,000,000.00 2.533333333333333%
Attn: Mr. Jeffrey R. Greene
75 State St., MA/BO/F10C
Boston, MA 02109
- ---------------------------------------------------------------------------------------------------
Fuji Bank, Limited $82,000,000.00 2.186666666666667%
Attn: Mr. Brett P. Johnson
Marquis One Tower, Suite 2100
245 Peachtree Center Ave., NE
Atlanta, GA 30303
- ---------------------------------------------------------------------------------------------------
Mellon Bank, N.A. $82,000,000.00 2.186666666666667%
Attn: Mr. John M. Kailer
One Mellon Bank Center, Room 4440
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
- ---------------------------------------------------------------------------------------------------
Royal Bank of Canada $95,000,000.00 2.533333333333333%
Attn: Mr. Tom Byrne
Financial Square
New York, New York 10005-3531
- ---------------------------------------------------------------------------------------------------
The Sanwa Bank, Limited Dallas Agency $82,000,000.00 2.186666666666667%
Attn: Mr. Blake Wright
4100 W. Texas Commerce Tower
2200 Ross Avenue
Dallas, Texas 75201
- ---------------------------------------------------------------------------------------------------
Societe Generale $82,000,000.00 2.186666666666667%
Attn: Mr. John Sadik-Khan
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------------------------------------------------------------
ABN AMRO Bank N.V. $50,000,000.00 1.333333333333333%
Corporate Banking
Attn: Mr. Steven B. Farley
One Ravinia Drive, Suite 1200
Atlanta, Georgia 30346
- ---------------------------------------------------------------------------------------------------
AmSouth Bank of Alabama $25,000,000.00 0.666666666666667%
Attn: Ms. Therese M. Sheehy
1900 5th Avenue North
7th Floor
Birmingham, Alabama 35203
- ---------------------------------------------------------------------------------------------------
The Asahi Bank, Ltd. $25,000,000.00 0.666666666666667%
Attn: Mr. Douglas E. Price
One World Trade Center, Ste. 6011
New York, New York 10048
- ---------------------------------------------------------------------------------------------------
</TABLE>

3 SCHEDULE 2.1
<PAGE> 149

<TABLE>
<CAPTION>
===================================================================================================
NAME AND ADDRESS OF LENDER COMMITTED SUM COMMITMENT PERCENTAGE
===================================================================================================
<S> <C> <C>
Banco Espirito Santo E Comercial De Lisboa, $ 5,000,000.00 0.133333333333333%
Nassau Branch
Attn: Mr. Andrew Orsen
555 Madison Avenue, 7th Floor
New York, NY 10022
- ---------------------------------------------------------------------------------------------------
Bank Brussels Lambert, New York Branch $15,000,000.00 0.400000000000000%
Attn: Mr. Craig Halsteen
630 Fifth Avenue, 6th Floor
New York, New York 10111
- ---------------------------------------------------------------------------------------------------
Bank Hapoalim B.M. $25,000,000.00 0.666666666666667%
Attn: Ms. Ellen S. Frank
1515 Market Street, 2nd Floor
Philadelphia, Pennsylvania 19102
- ---------------------------------------------------------------------------------------------------
Bank of Ireland Grand Cayman $15,000,000.00 0.400000000000000%
Attn: Mr. Roger M. Burns
640 Fifth Avenue
New York, New York 10019
- ---------------------------------------------------------------------------------------------------
Bank of Oklahoma, N.A. $15,000,000.00 0.400000000000000%
Attn: Ms. Bridget Leenstra
One Williams Center, 8th Floor
Tulsa, Oklahoma 74172
- ---------------------------------------------------------------------------------------------------
Bayerische Landesbank Girozentrale Cayman $25,000,000.00 0.666666666666667%
Islands Branch
Attn: Ms. Joanne Cicino
560 Lexington Ave., 17th Floor
New York, New York 10022
- ---------------------------------------------------------------------------------------------------
The Boatmen's National Bank of St. Louis $25,000,000.00 0.666666666666667%
Attn: Mr. Craig Korte
800 Market Street, 14th Floor
St. Louis, Missouri 63166
- ---------------------------------------------------------------------------------------------------
Comerica Bank $25,000,000.00 0.666666666666667%
Attn: Ms. Kristine Andersen
One Detroit Center
500 Woodward Avenue, MC #3280
Detroit, Michigan 48226
- ---------------------------------------------------------------------------------------------------
Commerzbank AG, Atlanta Agency $25,000,000.00 0.666666666666667%
Attn: Mr. Mark Wortman
Suite 3500
1250 Peachtree St., NE
Atlanta, GA 30309
- ---------------------------------------------------------------------------------------------------
Compagnie Financiere de CIC et de l'Union $70,000,000.00 1.866666666666667%
Europeenne
Attn: Mr. Marcus Edward
520 Madison Avenue, 37th Floor
New York, New York 10022
- ---------------------------------------------------------------------------------------------------
</TABLE>

4 SCHEDULE 2.1
<PAGE> 150

<TABLE>
<CAPTION>
===================================================================================================
NAME AND ADDRESS OF LENDER COMMITTED SUM COMMITMENT PERCENTAGE
===================================================================================================
<S> <C> <C>
Creditanstalt Corporate Finance, Inc. $25,000,000.00 0.666666666666667%
Attn: Mr. Craig Stamm
Two Ravinia Drive, Suite 1680
Atlanta, Georgia 30345
- ---------------------------------------------------------------------------------------------------
Crestar Bank $25,000,000.00 0.666666666666667%
Attn: Mr. J. Eric Millham
919 East Main Street, 22nd Floor
Richmond, Virginia 23219
- ---------------------------------------------------------------------------------------------------
The Dai-Ichi Kangyo Bank, Limited Atlanta $60,000,000.00 1.600000000000000%
Agency
Attn: Mr. Mike Turner
285 Peachtree Center Avenue, N.E., Suite
2400
Atlanta, Georgia 30303
- ---------------------------------------------------------------------------------------------------
Dresdner Bank AG New York and Grand Cayman $25,000,000.00 0.666666666666667%
Branches
Attn: Ms. Jane Majeski
75 Wall Street
New York, New York 10005
- ---------------------------------------------------------------------------------------------------
Deutsche Bank AG New York and/or Cayman $50,000,000.00 1.333333333333333%
Islands Branches
Attn: Mr. Stephen E. Kohler
31 W. 52nd Street, 24th Floor
New York, NY 10019
- ---------------------------------------------------------------------------------------------------
The First National Bank of Boston $50,000,000.00 1.333333333333333%
Attn: Mr. Shepard D. Rainie
100 Federal Street
Mail Stop 01-08-08
Boston, Massachusetts 02110
- ---------------------------------------------------------------------------------------------------
Gulf International Bank B.S.C. $10,000,000.00 0.266666666666667%
Attn: Abdel-Fattah Tahoun, Sr. Vice
President
380 Madison Avenue, 21st Floor
New York, New York 10017
- ---------------------------------------------------------------------------------------------------
Hibernia National Bank $25,000,000.00 0.666666666666667%
Attn: Mr. Troy Villafarra
313 Carondelet Street
New Orleans, Louisiana 70130
- ---------------------------------------------------------------------------------------------------
Kredietbank, N.V., Grand Cayman $25,000,000.00 0.666666666666667%
Attn: Mr. Robert Snauffer
Kredietbank, N.V., New York Branch
125 West 55th Street
New York, New York 10019
- ---------------------------------------------------------------------------------------------------
Lehman Commercial Paper, Inc. $25,000,000.00 0.666666666666667%
Attn: Christopher Ryan
3 World Financial Center
New York, New York 10285-1000
- ---------------------------------------------------------------------------------------------------
</TABLE>

5 SCHEDULE 2.1
<PAGE> 151

<TABLE>
<CAPTION>
===================================================================================================
NAME AND ADDRESS OF LENDER COMMITTED SUM COMMITMENT PERCENTAGE
===================================================================================================
<S> <C> <C>
Mercantile Bank of St. Louis National $25,000,000.00 0.666666666666667%
Association
Attn: Ms. Eloise A. Engman
One Mercantile Center 12-3
St. Louis, Missouri 63101
- ---------------------------------------------------------------------------------------------------
Merita Bank Ltd - New York Branch $25,000,000.00 0.666666666666667%
Attn: Mr. Eric I. Mann
437 Madison Ave.
New York, NY 10022
- ---------------------------------------------------------------------------------------------------
The Mitsubishi Trust and Banking $50,000,000.00 1.333333333333333%
Corporation, Chicago Branch
Attn: Ms. Vicki L. Kamm
311 South Wacker Drive, Suite 6300
Chicago, Illinois 60606-6622
- ---------------------------------------------------------------------------------------------------
The Mitsui Trust and Banking Company, $25,000,000.00 0.666666666666667%
Limited
Corporate Finance
Attn: Ms. Lissa Walker
200 Liberty Street, 21st Floor
New York, New York 10281
- ---------------------------------------------------------------------------------------------------
National Bank of Kuwait, S.A.K., Grand $25,000,000.00 0.666666666666667%
Cayman Island Branch
Attn: Ms. Vineeta Salvi
299 Park Avenue
New York, New York 10171
- ---------------------------------------------------------------------------------------------------
PNC Bank, National Association $50,000,000.00 1.333333333333333%
Attn: Daniel E. Hopkins
100 South Broad St.
Philadelphia, PA 19110
- ---------------------------------------------------------------------------------------------------
Riggs Bank N.A. $25,000,000.00 0.666666666666667%
Attn: Mr. David Olson
808 17th St., NW, 10th Floor
Washington, DC 20006
- ---------------------------------------------------------------------------------------------------
The Royal Bank of Scotland plc $50,000,000.00 1.333333333333333%
Attn: Mr. Grant Stoddart
88 Pine Street
New York, New York 10005
- ---------------------------------------------------------------------------------------------------
The Sumitomo Bank, Limited $50,000,000.00 1.333333333333333%
Attn: Mr. Mike Shryock
700 Louisiana, Suite 1750
Houston, Texas 77002
- ---------------------------------------------------------------------------------------------------
The Sumitomo Trust & Banking Co., Ltd., New $35,000,000.00 0.933333333333333%
York Branch
Attn: Ms. Glenda B. Francis
6th Floor - Project Finance
527 Madison Avenue
New York, New York 10022
- ---------------------------------------------------------------------------------------------------
</TABLE>

6 SCHEDULE 2.1
<PAGE> 152

7 SCHEDULE 2.1
<PAGE> 153

SCHEDULE 4.7

AMENDMENT FEES

<TABLE>
<CAPTION>
===================================================================================================
LENDER AMENDMENT FEES
===================================================================================================
<S> <C>
ABN AMRO Bank N.V. $50,000.00
- ---------------------------------------------------------------------------------------------------
AmSouth Bank of Alabama $15,000.00
- ---------------------------------------------------------------------------------------------------
The Asahi Bank, Ltd. $15,000.00
- ---------------------------------------------------------------------------------------------------
Banco Espirito Santo e Comercial de Lisboa, Nassau Branch $ 5,000.00
- ---------------------------------------------------------------------------------------------------
Bank Brussels Lambert, New York Branch $15,000.00
- ---------------------------------------------------------------------------------------------------
Bank Hapoalim B.M. $25,000.00
- ---------------------------------------------------------------------------------------------------
Bank of Ireland Grand Cayman $10,000.00
- ---------------------------------------------------------------------------------------------------
Bank of Oklahoma, N.A. $15,000.00
- ---------------------------------------------------------------------------------------------------
The Boatmen's National Bank of St. Louis $25,000.00
- ---------------------------------------------------------------------------------------------------
Comerica Bank $25,000.00
- ---------------------------------------------------------------------------------------------------
Compagnie Financiere de CIC et de l'Union Europeenne $50,000.00
- ---------------------------------------------------------------------------------------------------
Creditanstalt Corporate Finance, Inc. $25,000.00
- ---------------------------------------------------------------------------------------------------
Crestar Bank $15,000.00
- ---------------------------------------------------------------------------------------------------
The Dai-Ichi Kangyo Bank, Limited Atlanta Agency $50,000.00
- ---------------------------------------------------------------------------------------------------
Dresdner Bank AG New York and Grand Cayman Branches $25,000.00
- ---------------------------------------------------------------------------------------------------
The First National Bank of Boston $50,000.00
- ---------------------------------------------------------------------------------------------------
Gulf International Bank B.S.C. $10,000.00
- ---------------------------------------------------------------------------------------------------
Hibernia National Bank $20,000.00
- ---------------------------------------------------------------------------------------------------
Kredietbank, N.V., Grand Cayman $10,000.00
- ---------------------------------------------------------------------------------------------------
Lehman Commerical Paper, Inc. $ 5,000.00
- ---------------------------------------------------------------------------------------------------
Mercantile Bank of St. Louis National Association $25,000.00
- ---------------------------------------------------------------------------------------------------
The Mitsubishi Trust and Banking Corporation, Chicago $35,000.00
Branch
- ---------------------------------------------------------------------------------------------------
The Mitsui Trust and Banking Company, Limited $10,000.00
- ---------------------------------------------------------------------------------------------------
Riggs Bank N.A. $25,000.00
- ---------------------------------------------------------------------------------------------------
The Royal Bank of Scotland plc $50,000.00
- ---------------------------------------------------------------------------------------------------
The Sumitomo Bank, Limited $50,000.00
- ---------------------------------------------------------------------------------------------------
</TABLE>

SCHEDULE 4.7
<PAGE> 154

2 SCHEDULE 4.7
<PAGE> 155

SCHEDULE 4.8

INCREMENTAL FACILITY FEES

<TABLE>
<CAPTION>
================================================================================
LENDER INCREMENTAL FACILITY FEES
================================================================================
<S> <C>
AmSouth Bank of Alabama $ 15,000.00
- --------------------------------------------------------------------------------
The Asahi Bank, Ltd. $ 15,000.00
- --------------------------------------------------------------------------------
Bank of Ireland Grand Cayman $ 7,500.00
- --------------------------------------------------------------------------------
Bayerische Landesbank Girozentrale Cayman $ 37,500.00
Islands Branch
- --------------------------------------------------------------------------------
Commerzbank AG, Atlanta Agency $ 37,500.00
- --------------------------------------------------------------------------------
Compagnie Financiere de CIC et de l'Union $ 50,000.00
Europeenne
- --------------------------------------------------------------------------------
Crestar Bank $ 15,000.00
- --------------------------------------------------------------------------------
The Dai-Ichi Kangyo Bank, Limited Atlanta Agency $ 25,000.00
- --------------------------------------------------------------------------------
Deutsche Bank AG New York and/or Cayman Islands $125,000.00
Branches
- --------------------------------------------------------------------------------
Hibernia National Bank $ 7,500.00
- --------------------------------------------------------------------------------
Kredietbank, N.V., Grand Cayman $ 22,500.00
- --------------------------------------------------------------------------------
Lehman Commerical Paper, Inc. $ 50,000.00
- --------------------------------------------------------------------------------
Merita Bank Ltd - New York Branch $ 37,500.00
- --------------------------------------------------------------------------------
The Mitsubishi Trust and Banking Corporation, $ 37,500.00
Chicago Branch
- --------------------------------------------------------------------------------
The Mitsui Trust and Banking Company, Limited $ 22,500.00
- --------------------------------------------------------------------------------
National Bank of Kuwait, S.A.K., Grand Cayman $ 37,500.00
Island Branch
- --------------------------------------------------------------------------------
PNC Bank, National Association $125,000.00
- --------------------------------------------------------------------------------
SunTrust Bank, South Florida, N.A. $ 34,500.00
- --------------------------------------------------------------------------------
The Tokai Bank, Ltd., Atlanta Agency $ 62,500.00
- --------------------------------------------------------------------------------
The Toyo Trust & Banking Co., Ltd., New York $ 22,500.00
Branch
- --------------------------------------------------------------------------------
Union Bank of Switzerland $125,000.00
- --------------------------------------------------------------------------------
United States National Bank of Oregon $ 4,992.67
- --------------------------------------------------------------------------------
The Yasuda Trust & Banking Co., Ltd. $ 15,000.00
================================================================================
</TABLE>

SCHEDULE 4.8
<PAGE> 156

SCHEDULE 5.1

CONDITIONS PRECEDENT TO CLOSING

The Agreement shall not become effective unless Administrative Agent
has received (with sufficient copies for the Lenders) all of the following
(unless otherwise indicated, all documents shall be dated as of June 28, 1996,
and all terms used with their initial letters capitalized are used herein with
their meanings as defined in the Agreement):

1. The Agreement. The Agreement (together with all Schedules and
Exhibits thereto) executed by Borrower, each Lender, the Agents, the Co-Agents,
and Administrative Agent.

2. Amended and Restated Revolving Notes, and Competitive Bid
Notes. For each Lender, a Revolving Note and a Competitive Bid Note
substantially in the form of EXHIBITS A-1 and A-2 respectively, each payable
to the order of each such Lender, as contemplated in SECTION 3.1.

3. Swing Line Note. The Swing Line Note substantially in the
form of EXHIBIT A-3, executed by Borrower, payable to the order of NationsBank,
as contemplated in SECTION 3.1.

4. Guaranty. An Amended and Restated Guaranty, in form and
substance acceptable to Administrative Agent, executed by each existing
Guarantor (i.e., Restricted Subsidiary other than Foreign Restricted
Subsidiaries).

5. Articles of Incorporation. An Officers' Certificate for each
Restricted Company dated as of the Closing Date, certifying that there have
been no changes to its Articles of Incorporation (or, if applicable, its
Limited Partnership Agreement) since the date of their last certification to
Lenders, executed by the President, a Vice President, the Secretary, or an
Assistant Secretary of each such Company (or its general partner, if
applicable).

6. Bylaws. An Officers' Certificate for each Restricted Company
dated as of the Closing Date, certifying that there have been no changes to its
Bylaws (or, in the case of any such Company that is a limited partnership, the
corporate general partner of such Company, if any) since the date of their last
certification to Lenders, executed by the President, a Vice President, the
Secretary or an Assistant Secretary of each such Company (or of its general
partner, if applicable).

7. Good Standing and Authority. Certificates of the Georgia
Secretary of State, dated a date not more than 60 days prior to the Closing
Date, to the effect that Borrower is in good standing with respect to the
payment of franchise and similar Taxes (to the extent such information is
available) and is duly qualified to transact business in such jurisdiction
(accompanied, if requested by Administrative Agent, by a certificate of the
President, a Vice President, the Secretary or an Assistant Secretary of
Borrower, that such Governmental Authority certificates are true and correct).
Certificates from the appropriate Governmental Authorities to the effect that
each Restricted Company is duly qualified to transact business and is in good
standing in its state of incorporation.

8. Incumbency. Certificates of incumbency dated as of the
Closing Date with respect to all officers and "authorized representatives" of
Borrower who will be authorized to execute or attest any of the Loan Papers on
behalf of Borrower, executed by the President, a Vice President, the Secretary
or an Assistant Secretary of Borrower.

SCHEDULE 5.1
<PAGE> 157

9. Resolutions. Copies of resolutions duly adopted by the Board
of Directors of Borrower approving this Amended and Restated Credit Agreement
and the other Loan Papers and authorizing the transactions contemplated in such
Loan Papers, accompanied by a certificate of the Secretary or an Assistant
Secretary of Borrower dated as of the Closing Date certifying that such copy is
a true and correct copy of resolutions duly adopted at a meeting of (which may
be held by conference telephone or similar communications equipment by means of
which all Persons participating in a meeting can hear each other if permitted
by applicable Law and, if required by such Law, by its Bylaws), or by the
unanimous written consent of (if permitted by applicable Law and, if required
by such Law, by its Bylaws), the Board of Directors of Borrower, and that such
resolutions constitute all the resolutions adopted with respect to such
transactions, have not been amended, modified, or revoked in any respect
(except as any such resolution may be modified by any such other resolution),
and are in full force and effect as of the Closing Date.

10. Opinions of Counsel to the Companies. The opinions of counsel
to the Companies, addressed to Administrative Agent and Lenders, and given upon
the express instructions of the Restricted Companies, substantially in the form
of EXHIBIT G-1 (and, as to matters of New York law, EXHIBIT G-3), and the
opinion of FCC counsel to the Companies substantially in the form of EXHIBIT
G-2.

11. Opinions of Special Counsel. The opinions of special counsel
for certain of the Restricted Subsidiaries organized in Delaware (including
certain opinions regarding New York Law), Alabama, California, and Georgia,
substantially in the form of EXHIBIT G-3, G-4, G-5, and G-6, respectively.

12. Payment of Closing Fees and Expenses. Payment of all fees
payable on or prior to the Closing Date to Administrative Agent, the Agents,
the Co-Agents, or any Lender as provided for in SECTION 4 of the Agreement,
together with reimbursements to Administrative Agent for all reasonable fees
and expenses incurred in connection with the negotiation, preparation, and
closing of the transactions evidenced by the Loan Papers (including, without
limitation, attorneys' fees and expenses).

13. Payment of Other Fees and Expenses. Payment of all accrued
and unpaid fees and interest then owing under the Existing Agreement.

14. Notice of Borrowing. A Notice of Borrowing is delivered to
Administrative Agent, together with calculations demonstrating compliance with
SECTION 7.28(A) on the Closing Date after giving effect to any Borrowings made
on such date.

15. Current Financials. True and correct copies of the Current
Financials (together with a true and correct Compliance Certificate for the
three-month period ending March 31, 1996) have been delivered to Administrative
Agent.

16. Repayment of Certain Existing Lenders. To the extent any
Existing Lender is not continuing as a Lender under this Agreement, payment by
Borrower of all outstanding indebtedness owed to such Existing Lender under the
Existing Agreement.

17. Other Documents. Such other agreements, documents,
instruments, opinions, certificates, and evidences as Administrative Agent may
reasonably request. Administrative Agent shall, upon request of Borrower,
confirm to Borrower that it has received all such items so requested.

2 SCHEDULE 5.1
<PAGE> 158

SCHEDULE 6.2(A)

EXCEPTIONS REGARDING MATERIAL AUTHORIZATIONS

NONE

SCHEDULE 6.2(a)
<PAGE> 159

SCHEDULE 6.2(B)

FCC AND PUC AUTHORIZATIONS

FCC AUTHORIZATIONS

1. WORLDCOM, INC. holds Section 214 Authorizations granted by the
Federal Communications Commission to provide the following
services.

a. Blanket authority to provide interstate long distance
services.

b. Authority to resell international measured telephone
services offered by other carriers.

c. Authority to resell Private Lines between the United
States and: Israel, Brazil, Ireland, Singapore, the
United Kingdom, and Canada.

d. Authority to provide direct international service
between the United States and Algeria, Austria,
Belgium, Republic of Czechoslovakia, Cuba, Denmark,
Finland, France, Germany, Greece, Hungary, Iceland,
Ireland, Italy, Morocco, Norway, Poland, Portugal,
Spain, Slovakia, Tunisia, Turkey, certain parts of
the former Union of Soviet Socialist Republics,
Netherlands, Sweden and Switzerland.

2. WORLDCOM, INC. and its subsidiary LDDS Corporation hold
point-to-point radio licenses for the operation of its
backbone microwave network and individual point-to-point
applications.

3. MILITARY COMMUNICATIONS CENTERS, INC., a WorldCom subsidiary,
holds a Section 214 Authorization granted by the Federal
Communications Commission to resell international measured
telephone services offered by other carriers.

4. ITC TELE-SERVICES, INC., a WorldCom subsidiary, holds a
Section 214 Authorization granted by the Federal
Communications Commission to resell international measured
telephone services offered by other carriers.

5. TOUCH 1 LONG DISTANCE, INC., a WorldCom subsidiary, holds a
Section 214 Authorization granted by the Federal
Communications Commission to resell international measured
telephone services offered by other carriers.

6. WORLDCOM NETWORK SERVICES, INC., D/B/A WILTEL NETWORK
SERVICES, currently holds or has pending applications for
point-to-point microwave licenses, domestic service satellite
earth station licenses and Title II Section 214
Authorizations. WilTel International also holds Title II,
Section 214 Authorizations. These authorizations are more
particularly described in the Applications for Transfers of
Control and Assignment filed with the FCC on August 26, 1994.

7. IDB WORLDCOM SERVICES, INC., and certain other subsidiaries,
hold authorizations to provide international and domestic
telecommunications services on a resale, direct

SCHEDULE 6.2(b)
<PAGE> 160

operating or resale of International Private Line basis.
Additionally, they hold Cable Landing Licenses. LDDS
Corporation and certain other subsidiaries hold domestic and
international Earth Station Licenses.

PUC AUTHORIZATIONS:

1. WORLDCOM, INC. has either received a Certificate of Public
Convenience and Necessity from, or is registered with all
jurisdictions regulating the provision of intrastate
interexchange telecommunications services, including Measured
Telephone Service, Wide Area Telephone Service, Operator
Services, Private Line Services, etc., except the states of
Alaska and Hawaii. The State of Arizona has granted interim
authority to provide services pending its review of the
application filed by WorldCom for a CPCN. An application to
provide those services is pending before the Maine Public
Utility Commission.

2. COM SYSTEMS, INC., a WorldCom subsidiary, currently either
holds a CPCN from or is registered with the states of
California, Idaho and Washington (an application to withdraw
is pending in Washington).

3. ITC TELE-SERVICES, INC., a WorldCom subsidiary, currently
either holds a CPCN from or is registered with the states of
California, Colorado, Idaho, Iowa, Maryland, Montana, New
Jersey, New Mexico, North Dakota, Oregon, South Dakota, Texas,
Utah, Virginia, Washington, and West Virginia. Applications
for certification are pending in Arizona and Illinois.

4. TOUCH 1 LONG DISTANCE, INC., a WorldCom subsidiary, has either
received a Certificate of Public Convenience and Necessity
from, or is registered with the following jurisdictions:
Alabama, Colorado, Florida, Georgia, Idaho, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Massachusetts, Michigan,
Minnesota, Mississippi, Missouri, Nebraska, North Dakota,
Ohio, Oregon, Rhode Island, South Carolina, Tennessee, Texas,
Washington, and Wisconsin. It is in the process of acquiring
through merger and liquidation the customer base and certain
assets of Touch 1, Inc. which will substantially expand the
jurisdictions in which it will have authority to provide
services.

5. WORLDCOM NETWORK SERVICES, INC., D/B/A WILTEL NETWORK
SERVICES, has either received a Certificate of Public
Convenience and Necessity from, or is registered with the
following jurisdictions: Alabama, Arkansas, California,
Connecticut, Colorado, Delaware, Florida, Georgia, Idaho,
Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana,
Maryland, Massachusetts, Minnesota, Missouri, Mississippi,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota,
Tennessee, Texas, Virginia, Washington, West Virginia,
Vermont, Wisconsin, and Wyoming.

6. IDB WORLDCOM SERVICES, INC. has either received a Certificate
of Public Convenience and Necessity from, or is registered
with the following jurisdictions: Arkansas, California,
Connecticut, Florida, Georgia, Illinois, Indiana, Kansas,
Kentucky, Louisiana, Maryland, Massachusetts, Missouri,
Minnesota, Mississippi, New York, Ohio, Oregon, Pennsylvania,
South Dakota, Washington, West Virginia, and Wisconsin.

2 SCHEDULE 6.2(b)
<PAGE> 161

SCHEDULE 6.3(A)

SUBSIDIARIES

<TABLE>
<CAPTION>
JURISDICTION JURISDICTIONS
NAME OF SUBSIDIARY OF INCORPORATION WHERE QUALIFIED OWNED BY*
------------------ ---------------- --------------- --------
<S> <C> <C> <C>
WorldCom, Inc. Georgia Alabama, Arizona, Arkansas,
California, Colorado,
Connecticut, Delaware,
District of Columbia,
Florida, Idaho, Illinois,
Indiana, Iowa, Kansas,
Kentucky, Louisiana, Maine,
Maryland, Massachusetts,
Michigan, Minnesota,
Mississippi, Missouri,
Montana, Nebraska, Nevada,
New Hampshire, New Jersey,
New Mexico, New York, North
Carolina, North Dakota, Ohio,
Oklahoma, Oregon,
Pennsylvania, Rhode Island,
South Carolina, South Dakota,
Tennessee, Texas, Utah,
Vermont, Virginia,
Washington, West Virginia,
Wisconsin, Wyoming

Biz-Tel Corporation Florida None

Com Systems, Inc. California Arizona, Colorado, Idaho,
Nevada, New Mexico, Utah,
Washington

Healan Communications, Inc. Georgia Florida, Georgia, Louisiana,
Mississippi, North Carolina,
Oklahoma, South Carolina,
Virginia

International Computer Systems, Inc. Virginia None
</TABLE>

SCHEDULE 6.3(a)
<PAGE> 162

<TABLE>
<CAPTION>
JURISDICTION JURISDICTIONS
NAME OF SUBSIDIARY OF INCORPORATION WHERE QUALIFIED OWNED BY*
------------------ ---------------- --------------- --------
<S> <C> <C> <C>
ITC Tele-Services, Inc. Washington Arizona, California,
Colorado, Idaho, Illinois,
Iowa, Maryland, Michigan,
Montana, Nevada, New Jersey,
New Mexico, North Dakota,
Oklahoma, Oregon, South
Dakota, Tennessee, Texas,
Utah, Virginia, Washington,
West Virginia, Wyoming

LDDS Corporation Delaware None

Military Communications Center, Inc. Delaware Alabama, Arizona, California,
Colorado, Florida, Georgia,
Illinois, Kansas, Kentucky,
Maryland, Minnesota, Nevada,
North Carolina, Tennessee,
Texas, Virginia, Washington,
Hawaii

Touch 1 Long Distance, Inc. Alabama Arizona, Arkansas, Colorado,
Florida, Georgia, Idaho,
Illinois, Iowa, Indiana,
Kansas, Kentucky, Louisiana,
Massachusetts, Michigan,
Minnesota, Mississippi,
Missouri, New Mexico, North
Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Rhode
Island, South Carolina,
Tennessee, Texas, Utah,
Washington, Wisconsin

TransCall America, Inc. Georgia Alabama, Florida, Louisiana,
Missouri, Oklahoma,
Tennessee, Texas

Digital Communications of America, Inc. Oklahoma None

WorldCom Network Services, Inc. f/k/a Delaware All 50 states, excluding
WilTel, Inc. Hawaii but including The
District of Columbia
</TABLE>

2 SCHEDULE 6.3(a)
<PAGE> 163

IDB WorldCom, Inc. Delaware California, Maryland, New
York, Texas, Wyoming

WorldCom Federal Systems, Inc. Delaware California, New York

IDB Media Group, Inc. Delaware California, Florida, New York

IDB WorldCom Services, Inc. a/k/a TRT/FTC Delaware Arkansas, Arizona,
Communications California, Colorado,
Connecticut, D.C., Florida,
Georgia, Hawaii, Illinois,
Indiana, Iowa, Kansas,
Kentucky, Louisiana,
Maryland, Massachusetts,
Michigan, Minnesota,
Mississippi, Missouri,
Nebraska, Nevada, New
Hampshire, New Jersey, New
Mexico, New York, North
Carolina, Ohio, Oklahoma,
Oregon, Pennsylvania, Rhode
Island, South Carolina, South
Dakota, Tennessee, Utah,
Vermont, Virginia, West
Virginia, Wisconsin,
Washington

TC WorldCom AG Switzerland None

WorldCom Caribbean, Inc. New York Puerto Rico, Virgin Islands

WorldCom International, Inc. Delaware United Kingdom

WorldCom Telecommunications Services, Germany None
GmbH

GridNet, L.L.C. Oklahoma Georgia **
</TABLE>

3 SCHEDULE 6.3(a)
<PAGE> 164

<CAPTION>
JURISDICTION JURISDICTIONS
NAME OF SUBSIDIARY OF INCORPORATION WHERE QUALIFIED OWNED BY*
------------------ ---------------- --------------- --------
<S> <C> <C> <C>
CS Network Services, Inc. California None

TMC Communications, Inc. California None

WorldCom Funding Corp. Delaware Oklahoma

TTI National, Inc. Delaware Alabama, Arkansas, California,
Connecticut, Florida, Idaho,
Delaware, Illinois, Indiana,
Kansas, Kentucky, Louisiana,
Maine, Massachusetts, Minnesota,
Mississippi, Missouri, Nebraska,
New Hampshire, Nevada, New
Jersey, New Mexico, New York,
North Carolina, North Dakota,
Ohio, Oklahoma, Oregon,
Pennsylvania, South Carolina,
South Dakota, Texas, Vermont,
Virginia, Washington, West
Virginia, Wisconsin, Wyoming

Western Business Network, Inc. California None

WC Acquisition Inc. Arizona None

______________________________
* 100% owned by Borrower and/or a Subsidiary unless otherwise designated.
** Not a Restricted Subsidiary - 65% owned by WorldCom Network Services, Inc.

4 SCHEDULE 6.3(a)
<PAGE> 165

SCHEDULE 6.3(B)

WARRANTS, OPTIONS, AND OTHER RIGHTS

NONE

SCHEDULE 6.3(b)
<PAGE> 166

SCHEDULE 6.7(A)

LITIGATION REASONABLY LIKELY TO BE
A MATERIAL ADVERSE EVENT

NONE

SCHEDULE 6.7(a)
<PAGE> 167

SCHEDULE 6.7(B)

OTHER LITIGATION

1. TSI: On December 20, 1993, Telecommunications Services, Inc. ("TSI"),
a former reseller customer, filed its first amended answer,
affirmative defenses, a four-count counterclaim, and third party
claims against TransCall America, Inc. and Advanced Telecommunications
Corporation in Florida circuit court in Dade County, Florida in
response to a collections action initiated by TransCall. The TSI
counterclaim and third party claim allege civil remedies for criminal
practices under chapter 772, Florida Statutes, civil racketeering
under chapter 895, Florida Statutes, negligence, and unjust
enrichment, and seek damages under each action in excess of $15
million. On February 24, 1995, the court stayed the action and
referred it to the Florida Public Service Commission for review and
appropriate proceedings based upon the Commission's exclusive
jurisdiction. The Commission has taken no action to date.

2. DOHAN CLASS ACTION: On September 15, 1992, the Company was served
with a second amended complaint filed by S. H. Dohan & Company, P.A.
("DOHAN") in the County Court for Dade County, Florida. The defendant
in the suit is the Company's subsidiary, TransCall America, Inc. d/b/a
ATC Long Distance ("TRANSCALL"). The second amended complaint alleges
common law fraud and deceit for interstate and intrastate calls, seeks
unspecified damages, requests an accounting and refund for all
customers in all states of alleged overcharges, together with interest
and court costs, and seeks certification of a class. On January 15,
1994, by leave to amend by supplementation, Dohan also seeks to add an
additional count for money had and received. This action originated
in Florida county court, was removed to federal court, and later
remanded back to the Florida county court. On the basis of these
actions and other pleadings, TransCall filed its answer to the second
amended complaint on November 22, 1993, which denied Dohan's
allegations and asserts various affirmative defenses. On July 23, 1995
the court approved a partial settlement negotiated by the plaintiff
and TransCall that (i) certified a class limited to TransCall's Miami
billing system customers, (ii) restates the class action complaint to
delete any claim for fraud or punitive damages, (iii) stayed the court
action and transferred the matter to the Commission to resolve the
claims for overcharges, (iv) limits attorneys fees to $400,000.00, and
(vi) provides minimum $1,000,000.00 refund to the class. On July 23,
1995 the plaintiff filed its Third Amended Complaint limited to claims
of overcharges and improper billings. Currently the parties are in
discovery.

3. WATSCO V. COM SYSTEMS, LICKLIDER, ET AL: In October 1987, Com Systems
and Watsco entered into a convertible debt financing arrangement and,
subject to certain terms and conditions, Com Systems also granted
Watsco an option to invest up to an additional $1,650,000 in Com
Systems. Com Systems has asserted the option is not exercisable. On
January 17, 1989, Watsco filed an action against Com Systems, its
directors and certain officers and other defendants in United States
District Court for the Southern District of Florida in Civil Action
File No. 89-0103. The complaint alleged (a) violations of the
Racketeer Influenced and Corrupt Organization Act ("RICO"), (b)
interference with contract rights, (c) breach of contract, (d) fraud,
and (e) violations of the Securities and Exchange Act of 1934. One of
the original allegations was for malicious prosecution stemming from
an earlier suit by Com Systems. At that point, Com Systems' liability
carrier undertook direction and costs of defense, but has brought
action for ruling to be relieved of its duty to defend. Watsco
dismissed its RICO claim at pretrial conference to reduce the days
necessary to try the case. The court also ruled that Watsco could not
measure its damages for loss

SCHEDULE 6.7(b)
<PAGE> 168

of exercise opportunity of the option on the basis of accretion of
original stock value. After five weeks of trial, on October 13, 1994,
the trial court judge granted a mistrial to Watsco. Another judge has
been assigned to the case.

4. INTEGRATED CONSULTING SERVICES V. LDDS: On August 12, 1994, ICS served
its complaint in D.C. Federal District Court, Civil Action No.
94-1655, asserting that LDDS Metromedia sales personnel through a
Metromedia agent, Net-Tel, had contracted for an exclusive agency
arrangement whereby ICS would market LDDS service capacity to the
cable television industry and that LDDS subsequently breached the
arrangement. ICS also asserts fraud claims and requests judgment for
$100 million punitive damages. Business account file documentation
discloses LDDS did not approve the contract. Venue of the action has
been transferred to Maryland.

5. EURONET DIGITAL COMMUNICATION (1992) LTD., INCOM ADVANCED
COMMUNICATION SYSTEMS. LTD., BENJAMIN LEBOVITZ AND EL LIOR V. IDB
COMMUNICATIONS GROUP, INC.: On October 21, 1993, Euronet, Incom,
Benjamin Lebovitz and Eli Lior filed a complaint in the U.S. District
Court for the Southern District of New York against IDB and certain
IDB personnel, alleging that IDB breached an oral agreement to enter
into a joint venture with Euronet and that the employee defendants
committed fraud by failing to disclose that IDB had entered into a
similar joint venture with a competitor of Euronet. The plaintiffs
also allege that IDB breached separate agency and sales representative
agreements and seek compensatory and punitive damages and injunctive
relief. The court has dismissed the fraud and punitive damages
claims.

6. IDB RELATED INVESTIGATIONS: On June 9, 1994, the SEC issued a formal
order of investigation concerning certain matters, including IDB's
financial position, books and records and internal controls and
trading in IDB securities on the basis of non-public information. The
SEC has issued subpoenas to WorldCom, IDB and others, including
certain former officers of IDB, in connection with its investigation.
The NASD and other self- regulatory bodies have also made inquiries of
IDB concerning similar matters.

The U.S. Attorney's Office for the Central District of California has
issued grand jury subpoenas to IDB seeking documents relating to IDB's
first quarter of 1994 results, the Deloitte & Touche LLP resignation,
trading in IDB securities and other matters, including information
concerning certain entities in which certain former officers of IDB
are personal investors and transactions between such entities and IDB.
IDB has been informed that a criminal investigation has commenced.
The U. S. Attorney's Office has issued a grand jury subpoena to
WorldCom arising out of the same investigation seeking certain
documents relating to IDB. The Company is cooperating with both
investigations.

7. SNELLING V. LDDS AND IDB: William Snelling was an IDB Board member who
entered a consulting services agreement for the years 1992 through
2006 calling for graduated payments over the term totaling over $5
million. The Company is not making payments in the belief that the
contract is not fair to IDB nor the Company and without appropriate
consideration. Snelling sued for breach of contract and intentional
misrepresentation against LDDS in Los Angeles County Superior Court in
April, 1995. The Company counterclaimed for breach of fiduciary duty,
rescission and refund of monies previously paid. The parties are in
discovery.

Additional information provided in separate letter.

2 SCHEDULE 6.7(b)
<PAGE> 169

SCHEDULE 6.9

ENVIRONMENTAL MATTERS

[TO BE PROVIDED SEPARATELY PURSUANT TO SECTION 6.9]

SCHEDULE 6.9
<PAGE> 170

SCHEDULE 6.11

PROPERTIES

NONE

SCHEDULE 6.11
<PAGE> 171

SCHEDULE 6.13

TRANSACTIONS WITH AFFILIATES

1. WorldCom, Inc. ("WORLDCOM" or "COMPANY") leases approximately 139,700
square feet of space for its East Rutherford, New Jersey headquarters,
of which approximately 31,000 square feet is used by Metromedia
Company ("METROMEDIA"). The Metromedia portion of the rent is
approximately $692,000 per year. The entire lease is for a 15-year
period, with various partial termination options. In addition,
Metromedia guaranteed all of WorldCom's obligations under the lease
for the East Rutherford, New Jersey headquarters. WorldCom also
subleased or leased from certain of its affiliates certain additional
office space in Secaucus, New Jersey; New York, New York; and
Columbia, Maryland. The Company is currently evaluating these
properties and leases to determine what action it will take
thereunder.

2. Pursuant to the terms of separate leases of microwave transmission
facilities, the Company as successor to Metromedia Communications
Corporation ("MCC") is obligated to make the following estimated
minimum payments to Metromedia over the remaining terms of the leases,
one of which expires in 1997 and the others expire in 2001:
$18,353,000 (1996), $11,367,000 (1997), and $14,547,000 (in the
aggregate for the years from 1998 through 2001). In addition, at the
end of the term of each of the leases, the Company may purchase the
equipment covered by such lease at a price to be determined at such
date in accordance with the provisions of each lease.

3. Indemnity Agreements - IDB entered into an indemnity agreement with
certain of its Affiliates. The agreements indemnify such persons
against certain liabilities arising out of their service in their
capacities as directors and/or officers and prevent IDB from modifying
its indemnification policy in a way that is adverse to any person who
is a party to one of the agreements.

4. On August 23, 1995, Metromedia converted its Series 1 Preferred Stock
into 21,876,976 shares of Common Stock and exercised warrants to
acquire 3,106,976 shares of Common Stock and sold its position of
30,849,976 shares of Common Stock in a public offering. In connection
with the preferred stock conversion, the Company made a non-recurring
payment of $15.0 million to Metromedia, representing a discount to the
minimal nominal dividend that would have been payable on the Series 1
Preferred Stock prior to the September 15, 1996 optional call date of
approximately $26.6 million (which amount included an annual dividend
requirement of $24.5 million plus accrued dividends to such call
date). The Company did not receive any proceeds from the sale of the
shares, but did receive approximately $33.7 million in proceeds from
the concurrent exercise of such warrants. In May 1995, Metromedia
exercised its right to purchase approximately 3.1 million shares of
Common Stock for $30.7 million under purchase warrants. Metromedia is
a Delaware general partnership, of which the sole partners are a trust
affiliated with Mr. Kluge and Mr. Subotnick. Ms. Kessell and Messrs,
Kluge and Subotnick are officers of Metromedia.

SCHEDULE 6.13
<PAGE> 172

SCHEDULE 6.19

TRADE NAMES

NONE

SCHEDULE 6.19
<PAGE> 173

SCHEDULE 6.20

INTELLECTUAL PROPERTY

1. A company in Canada uses the name WilTel Communications, Inc. A NUANS
search conducted by Canadian counsel indicates that WilTel
Communications, Inc. is an Alberta corporation located in Calgary.
The search indicated that the company was incorporated in January
1994. Canadian counsel sent a cease and desist letter on August 8,
1994.

2. Unidial Incorporated uses and has applied for U.S. registration of the
mark "WILCALL" in conjunction with telecommunications services, namely
long distance telephone services and telephone communication services
featuring customized billing reports, serial no. 74-438,938, which
mark was published for opposition in the Official Gazette of July 5,
1994. Unidial was authorized by WilTel, Inc. to use the mark
"WILCALL." Unidial has orally agreed to assign all right, title, and
interest in and to the mark "WILCALL" in exchange for a license to use
the mark "WILCALL." The written license agreement has not yet been
negotiated.

3. The Company markets many of its services under the name "LDDS
WorldCom." The Company's acquired subsidiary, IDB Communications
Group, Inc., operated its international private line division under
the name "IDB WorldCom," that company having earlier acquired from
another corporation the international private line enterprise known in
the communications industry as "WorldCom." Currently the name
"WorldCom" is federally registered to Wolf Communications Company,
which operates a specialized business internet service. The Company
has apprised Wolf of the Company's objection to Wolf's use and
registration. Wolf had advised it saw no basis for marketplace
confusion, but has since retreated from that advice. The Company has
pending applications for registration of the WorldCom name and
currently utilized LDDS WorldCom logo.

SCHEDULE 6.20
<PAGE> 174

SCHEDULE 7.12

EXISTING DEBT

<TABLE>
<CAPTION>
BALANCE OWED
INDEBTEDNESS INDEBTEDNESS USE OF MATURITY AS OF
INCURRED BY OWED TO PROCEEDS DATE MARCH 31, 1996
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Borrower Northern Telecom Equipment October 1996 $70,422
Finance Corporation

2. Borrower DSC Communications Lease Various $45,018

3. Microtel Data General Lease December 1996 $65,104

4. Dial-Net Guardian Capital Lease June 1996 $109,244

5. ITC Tele- Telecommunications Lease March-June 1999 $564,337
Services, Finance Group
Inc.

6. IDB Continental Bank Indenture 5% August 2003 $195,500,000
WorldCom, (Trustee) Convertible
Inc. Subordinated Notes

7. Borrower Bank of Oklahoma Mortgage (9%) April 2000 $10,327,778

8. ITC Tele- Tricon Lease June 1996 $15,958
Services,
Inc.

9. Com Sanwa Lease June 1996 $10,318
Systems,
Inc.
</TABLE>

SCHEDULE 7.12
<PAGE> 175
[DRAFT OF 7/1/96]

SCHEDULE 7.13

EXISTING LIENS

<TABLE>
<CAPTION>
DEBTOR SECURED PARTY JURISDICTION FILE NO. FILE DATE COLLAT. DESC.
<S> <C> <C> <C> <C> <C>
Com Systems, Inc. EDS Capital Corp. S/S AZ 635781 09/11/90 accounts
receivable,
certain
contract
rights,
general
intangibles
Com Systems, Inc. DSC Finance Corp. S/S AZ 599280 11/09/89 equipment
Com Systems, Inc. DSC Finance Corp. S/S AZ 600878 11/22/89 equipment
Com Systems, Inc. DSC Finance Corp. S/S CA 89-293021 11/13/89 equipment
Com Systems, Inc. DSC Finance Corp. S/S CA 89-301863 11/22/89 equipment
Com Systems, Inc. DSC Finance Corp. S/S CA 89-301864 11/22/89 equipment
Com Systems, Inc. DSC Finance Corp. S/S CA 90-007310 01/09/90 equipment
Com Systems, Inc. DSC Finance Corp. S/S CA 90-007311 01/09/90 equipment
Com Systems, Inc. DSC Finance Corp. S/S CA 90-099084 04/18/90 equipment
Com Systems, Inc. Sanwa Leasing Corp. S/S CA 90-123904 05/15/90 equipment
Com Systems, Inc. Sanwa Business Credit S/S CA 90-233547 08/20/90 equipment
(assignee of DSC
Finance)
Com Systems, Inc. Sanwa Business Credit S/S CA 90-242841 10/01/90 equipment
(assignee of DSC
Finance)
Com Systems, Inc. Sanwa Business Credit S/S CA 90-290531 11/30/90 equipment
(assignee of DSC
Finance)
Com Systems, Inc. DSC Finance Corp. S/S CA 91-110865 05/20/91 equipment
Com Systems, Inc. DSC Finance Corp. S/S CA 91-110866 05/20/91 equipment

</TABLE>

SCHEDULE 7.13
<PAGE> 176
[DRAFT OF 7/1/96]
<TABLE>
<CAPTION>
DEBTOR SECURED PARTY JURISDICTION FILE NO. FILE DATE COLLAT. DESC.
<S> <C> <C> <C> <C> <C>
Com Systems, Inc. Sanwa Business Credit S/S CA 91-183215 08/28/91 equipment
(assignee of DSC
Finance)
Com Systems, Inc. DSC Finance Corp. S/S CA 89-14396 12/12/89 equipment
Com Systems, Inc. DSC Finance Corp. S/S CA 89-14586 12/18/89 equipment
Com Systems Network Services DSC Finance S/S CA 90-157608 06/21/90 equipment
Com Systems Network Services Sanwa Business Credit S/S CA 90-157609 06/21/90 equipment
(assignee of DSC
Finance)
Com Systems Network Services Sanwa Business Credit S/S CA 90-157610 06/21/90 equipment
(assignee of DSC
Finance)
Com Systems Network Services Sanwa Business Credit S/S CA 90-157671 06/21/90 equipment
(assignee of DSC
Finance)
Com Systems Network Services Sanwa Business Credit S/S CA 90-157612 06/21/90 equipment
(assignee of DSC
Finance)
Com Systems Network Services Sanwa Business Credit S/S CA 90-157613 06/21/90 equipment
(assignee of DSC
Finance)
Com Systems Network Services Sanwa Business Credit S/S CA 90-157614 06/21/90 equipment
(assignee of DSC
Finance)
Healan Communications, Inc. Community Bank S/S SC 92-029972 06/25/92 contract
rights between
the company
and a third-
party for the
lease of
telephone
equipment
</TABLE>

2
SCHEDULE 7.13
<PAGE> 177
[DRAFT OF 7/1/96]

<TABLE>
<CAPTION>
DEBTOR SECURED PARTY JURISDICTION FILE NO. FILE DATE COLLAT. DESC.
<S> <C> <C> <C> <C> <C>
LDDS Communications, Inc. Center Capital Corp. S/S FL 940000022183 02/01/94 equipment
(assignee of Data Gen.)
LDDS Communications, Inc. Vendor Funding Co. S/S MS 0509547 10/15/90 equipment
(assignee of Data Gen.)
LDDS Communications, Inc. Vendor Funding Co. S/S MS 0523612 12/28/90 equipment
(assignee of Data Gen.)
LDDS Communications, Inc. Data General S/S MS 0580946 09/19/91 equipment
LDDS Communications, Inc. Center Capital Corp. S/S MS 0772633 02/01/94 equipment
(assignee of Data Gen.)
LDDS Communications, Inc. GE Capital S/S MS 516091 11/16/90 equipment
LDDS Communications, Inc. DSC Marketing S/S MS 0634264 05/21/92 equipment
LDDS Communications, Inc. Vendor Funding Co. Hinds Co. MS 293783 10/15/90 equipment
(assignee of Data Gen.)
LDDS Communications, Inc. GE Capital Hinds Co. MS 294583 11/15/90 equipment
LDDS Communications, Inc. Vendor Funding Co. Hinds Co. MS 297496 02/26/91 equipment
(assignee of Data Gen.)
LDDS Communications, Inc. DSC Marketing S/S MO 1823753 01/22/90 equipment
LDDS Communications, Inc. DSC Marketing S/S MO 1851075 03/30/90 equipment
LDDS Communications, Inc. DSC Marketing S/S MO 1908578 08/30/90 equipment
LDDS Communications, Inc. DSC Marketing S/S MO 1908579 08/30/90 equipment
LDDS Communications, Inc. DSC Marketing S/S MO 1934946 11/15/90 equipment
(assignee of DSC
Finance)
Long Distance Discount Service GE Capital S/S MS 487690 06/29/90 equipment
Long Distance Discount Service DSC Marketing S/S MO 2448928 09/07/94 equipment
</TABLE>

3 SCHEDULE 7.13
<PAGE> 178
[DRAFT OF 7/1/96]

<TABLE>
<CAPTION>
DEBTOR SECURED PARTY JURISDICTION FILE NO. FILE DATE COLLAT. DESC.
<S> <C> <C> <C> <C> <C>
Vyvx Telecom, Inc. North. Telecom Fin. S/S OK 0000775 02/23/90 equipment
Vyvx Telecom, Inc. North. Telecom Fin. S/S TX 8900277891 12/15/89 equipment
Vyvx Telecom, Inc. North. Telecom Fin. S/S TX 8900277892 12/15/89 equipment
WTG Network, Inc. Receivable Capital S/S OK 0014659 03/26/91 certain accts.
WilTel, Inc. North. Telecom Fin. S/S CA 92073564 04/17/92 equipment
WilTel, Inc. North. Telecom Fin. S/S CA 92253831 12/04/92 equipment
WilTel, Inc. North. Telecom Fin. S/S CA 92253832 12/03/92 equipment
WilTel, Inc. North. Telecom Fin. S/S FL 920000076934 04/17/92 equipment
WilTel, Inc. North. Telecom Fin. Fulton Co., GA 784906 12/03/92 equipment
WilTel, Inc. North. Telecom Fin. Fulton Co., GA 774228 04/17/92 equipment
WilTel, Inc. North. Telecom Fin. S/S IL 2974774 04/17/92 equipment
WilTel, Inc. North. Telecom Fin. S/S IL 3058149 12/02/92 equipment
WilTel, Inc. North. Telecom Fin. S/S IL 3058151 12/02/92 equipment
WilTel, Inc. North. Telecom Fin. S/S MD 21088421 04/17/92 equipment
Libor 3411
Folio 0979
WilTel, Inc. North. Telecom Fin. S/S NY 078753 04/01/92 equipment
WilTel, Inc. North. Telecom Fin. S/S NY 251366 12/03/92 equipment
WilTel, Inc. North. Telecom Fin. S/S NY 251637 12/03/92 equipment
WilTel, Inc. North. Telecom Fin. S/S OH AH37040 04/17/92 equipment
WilTel, Inc. North. Telecom Fin. Cuyahoga Co., OH 1221019 04/17/92 equipment
WilTel, Inc. Receivable Capital S/S OK N01660 04/30/92 certain accts.
WilTel, Inc. Receivable Capital S/S OK 014661 03/26/91 certain accts.
WilTel, Inc. Receivable Capital S/S OK 014662 03/26/91 certain accts.
WilTel, Inc. Receivable Capital S/S OK 014663 03/26/91 certain accts.
WilTel, Inc. North. Telecom Fin. S/S OK 062081 12/03/92 equipment
WilTel, Inc. North. Telecom Fin. Tulsa Co., OK 92290 04/20/92 equipment
WilTel, Inc. North. Telecom Fin. S/S TX 9200232248 12/03/92 equipment
Com Systems Network Services Metromedia S/S AZ 704866 05/14/92 customer lists
Communications
</TABLE>

4 SCHEDULE 7.13
<PAGE> 179
[DRAFT OF 7/1/96]

<TABLE>
<CAPTION>
DEBTOR SECURED PARTY JURISDICTION FILE NO. FILE DATE COLLAT. DESC.
<S> <C> <C> <C> <C> <C>
Com Systems Network Services Metromedia S/S AZ 704869 05/14/92 customer lists
Communications
Com Systems Network Services Metromedia S/S CA 92-108723 05/14/92 customer lists
Communications
Com Systems Network Services Metromedia S/S CA 92-108725 05/14/92 customer lists
Communications
International Computer Systems, LDDS Communications, VA Corporate 9310017214 10/01/93 certain
Inc. Inc. Commission accounts
LDDS Communications, Inc. WilTel Communications, S/S MS 0719639 06/09/93 equipment
Inc.
LDDS Communications, Inc. WilTel Communications, S/S MS 0719640 06/09/93 equipment
Inc.
LDDS Communications, Inc. WilTel Communications, S/S MS 0709148 04/29/93 equipment
Inc.
Com Systems Network Services Metromedia S/S NV 92-04312 05/14/92 customer lists
Communications
WilTel, Inc. North. Telecom Fin. S/S TX 9200074458 04/17/92 equipment
IDB Communications Group, Inc. GE Capital NY County, NY 92PN37665 08/17/92 equipment
IDB Communications Group, Inc. Metlife Capital NY County, NY 93PN31781 06/23/93 furniture,
Corporation fixtures,
equipment
Houston International Teleport Metlife Capital S/S CA 91010501 01/18/91 equipment
Corporation
IDB Communications Group, Inc. GE Capital S/S CA 92068793 04/06/92 equipment
IDB Communications Group, Inc. GE Capital S/S CA 92246686 11/23/92 equipment
IDB Communications Group, Inc. Metlife Capital S/S CA 93123388 06/22/93 equipment
Corporation
LDDS Communications, Inc. Bank of Oklahoma County Clerk, 95037755 Book 05/03/95 Mortgage (9%)
Tulsa, Oklahoma 5710, Page on real
1694-1711 property
</TABLE>

5 SCHEDULE 7.13
<PAGE> 180
[DRAFT OF 7/1/96]

SCHEDULE 7.16

REQUIREMENTS FOR A PERMITTED ACQUISITION

Promptly (and in no event later than 10 days following the
consummation of the Permitted Acquisition), Borrower shall deliver, or cause to
be delivered to, Administrative Agent (with sufficient copies for the Lenders)
all of the following (all terms used with their initial letters capitalized are
used herein with their meanings as defined in the Agreement):

1. Schedules. If the information on any Schedule changes or is
incomplete as a result of such Permitted Acquisition (other than revisions or
supplements to SCHEDULES 6.2(A), 6.7(A), 6.9, 6.11, 6.13, 7.12, 7.13, and 7.21,
which revised or supplemental Schedules must be submitted and approved by
Determining Lenders in accordance with SECTION 5.2), revised or supplemental
Schedules to the Agreement which are required to make the disclosures in such
Schedules accurate after giving effect to such Acquisition.

2. Guaranties. Promptly (and in no event later than 10 days
following the consummation of the Permitted Acquisition), a Guaranty,
substantially in the form of EXHIBIT B to this Agreement, executed by each
Restricted Company which first becomes a Subsidiary of Borrower and a
Restricted Company (other than a Foreign Restricted Subsidiary) upon
consummation of the Permitted Acquisition.

3. Articles of Incorporation. Copies of the Articles or
Certificate of Incorporation, and all amendments thereto, of each Restricted
Company which first becomes a Restricted Company upon consummation of the
Permitted Acquisition (or, in the case of any Restricted Company that is a
limited partnership, of the corporate general partner of such Company, if any),
and, in the case of any Restricted Company that is a limited partnership,
copies of its Limited Partnership Agreement and all amendments thereto,
accompanied by certificates that such copies are correct and complete, one
dated a date not more than 60 days prior to the date of the Permitted
Acquisition, issued by the appropriate Governmental Authority of the
jurisdiction of incorporation of each such Restricted Company (other than any
such Company that is a limited partnership) or any corporate general partner
thereof, and one dated as of the date of consummation of the Permitted
Acquisition, executed by the President, a Vice President, the Secretary or an
Assistant Secretary of each such Restricted Company, or of its general partner,
as applicable.

4. Bylaws. Copies of the Bylaws, and all amendments thereto, of
each Restricted Company which first becomes a Restricted Company upon
consummation of the Permitted Acquisition (or, in the case of any Restricted
Company that is a limited partnership, of the corporate general partner of such
Company, if any), accompanied by a certificate that such copy is correct and
complete, executed by the President, a Vice President, the Secretary or an
Assistant Secretary of each such Company, or of its general partner, as
applicable.

5. Incumbency. Certificates of incumbency of all officers of
each Restricted Company which first becomes a Restricted Company upon
consummation of the Permitted Acquisition (or, in the case of any Restricted
Company that is a limited partnership, of the general partner of such Company)
who will be authorized to execute a Guaranty or any other Loan Paper on behalf
of any such Company, executed by the President, a Vice President, the Secretary
or an Assistant Secretary of each such Company, or of its general partner, as
applicable.

SCHEDULE 7.16
<PAGE> 181
[DRAFT OF 7/1/96]

6. Resolutions. Copies of resolutions duly adopted by the Board
of Directors of each Restricted Company which first becomes a Restricted
Company upon consummation of the Permitted Acquisition or, in the case of any
Restricted Company that is a limited partnership, by the Board of Directors of
the general partner of such Company, and that will be executing any Loan Paper
as of the date of the Permitted Acquisition, approving such Loan Papers to
which it is a party and authorizing the transactions contemplated in the Loan
Papers, accompanied by a certificate of the Secretary or an Assistant Secretary
of each such Company or of its general partner, as applicable, that such copy
is a true and correct copy of resolutions duly adopted at a meeting of (which
may be held by conference telephone or similar communications equipment by
means of which all Persons participating in a meeting can hear each other if
permitted by applicable Law and, if required by such Law, by the Bylaws of such
Company or of its general partner, as applicable), or by the unanimous written
consent of (if permitted by applicable Law and, if required by such Law, by the
Bylaws of such Company or of its general partner, as applicable), the Board of
Directors of such Company or of its general partner, as applicable, and that
such resolutions constitute all the resolutions adopted with respect to such
transactions, have not been amended, modified, or revoked in any respect
(except as any such resolution may be modified by any such other resolution),
and are in full force and effect as of the date of consummation of such
Permitted Acquisition.

7. Good Standing and Authority; Lien Searches. Copies of any
certificates of authority and good standing and any filing officer certificates
(or commercial reports similar thereto) obtained by or delivered to Borrower in
connection with the Acquisition.

8. Insurance. With respect to each Restricted Company which
becomes a Restricted Company as a result of the Permitted Acquisition,
certificates of insurance for each policy of insurance maintained by such
Restricted Company and evidence that such policies are in full force and
effect.

9. Other Documents. Such other agreements, documents,
instruments, opinions, certificates, and evidences as Administrative Agent may
reasonably request. Administrative Agent shall, upon request of Borrower,
confirm to Borrower that it has received all such items so requested and that
all matters required to be satisfactory to the Administrative Agent are
satisfactory.

2 SCHEDULE 7.16
<PAGE> 182
[DRAFT OF 7/1/96]

SCHEDULE 7.21

OTHER INVESTMENTS

<TABLE>
<S> <C>
NOVA Corporation 2,371,063 shares of Common Stock (8.3%)

Ceridian Corporation 246,807 shares Common Stock

Pulson Communications Corporation 185,591 shares of Common Stock (approx. 13.3%) with options to
acquire an additional 92,098 shares of Common Stock (approx. 6.6%);
$1,000,000 Promissory Note dated October 18, 1994 and due April 1998

TelAtlantic Corporation Limited (TCL) 30% owned

Interglobe Telecommunications Int'l 96,343 ordinary shares

Gridnet, L.L.C. $10,000,000 Promissory Note due June 30, 2000
65% owned

International Business Machines Corporation Common Stock Certificate Number P330024; 2 Shares

Cincinnati Bell, Inc. Common Stock Certificate Number CB133702; 2 Shares

Rochester Telephone Corporation Common Stock Certificate Number CCU81091; 2 Shares
Common Stock Certificate Number CCU106695; 2 Shares

U.S. West, Inc. Common Stock Certificate Number ZQ00434344; 2 Shares
Common Stock Certificate Number MG295998; 2 Shares

Bell Atlantic Corporation Common Stock Certificate Number ZQ45013772; 2 Shares

GTE Corporation Common Stock Certificate Number CTC046439; 1 Share
Common Stock Certificate Number GTE284254; 2 Shares

International Telecharge, Inc. Common Stock Certificate Number DC9515; 1 Share

Compression Labs, Inc. Common Stock Certificate Number SFU13439; 1 Share

Volt Information Services, Inc. Common Stock Certificate Number NU27886; 1 Share

TransWorld Airlines, Inc. Common Stock Certificate Number C28170; 220 Shares
12% Preferred Stock Certificate Number P04476; 25 Shares
Warrant Certificate Number W09972; 50 Warrants

Infisy Systems, Inc. Common Stock; 14,570 Shares
</TABLE>

SCHEDULE 7.21
<PAGE> 183
[DRAFT OF 7/1/96]

<TABLE>
<S> <C>
Vicom, Inc. Common Stock Certificate Number 3943; 1 Share

Telesphere International, Inc. Common Stock Certificate Number C28417; 1 Share

United Telecommunications, Inc. Common Stock Certificate Number K281524; 1 Share

Doskocil Companies, Inc. Common Stock Certificate Number A3658; 1 Share
Common Stock Certificate Number A7082; 1 Share
Common Stock Certificate Number A1452; 38 Shares

ITT Corporation Common Stock Certificate Number SD880465; 1 Share

Communications Transmission, Inc. Common Stock Certificate Number CT1188; 1 Share

MCI Communications Corporation Common Stock Certificate Number U672372; 1 Share

ACC Corporation Common Stock Certificate Number R2554; 1 Share

DSC Communications Corporation Common Stock Certificate Number DS77457; 1 Share

ALC Communications Corporation Common Stock Certificate Number C15126; 1 Share

The Williams Companies, Inc. Common Stock Certificate Number NYX140052; 1 Share

Northern Telecom Limited Common Stock Certificate Number NM63379; 1 Share

Digital Equipment Corporation Common Stock Certificate Number MO296620; 1 Share

NYNEX Corporation Common Stock Certificate Number ZQ00449020; 1 Share

American Telephone & Telegraph Company Common Stock Certificate Number ZQ50160064; 1 Share

American Information Technologies
Corporation Common Stock Certificate Number ZQ00478393; 1 Share

Pacific Telesis Group Common Stock Certificate Number ZQ00517882; 1 Share

Southwestern Bell Corporation Common Stock Certificate Number ZQ45043920; 1 Share
Common Stock Certificate Number NYS503167; 1 Share

BellSouth Corporation Common Stock Certificate Number ZQ00562979; 1 Share

Motorola, Inc. Common Stock Certificate Number M94673; 1 Share
Common Stock Certificate Number M163303; 2 Shares
Common Stock Certificate Number M123164; 1 Share

Pacific Telecom, Inc. Common Stock Certificate Number PT27137; 1 Share
</TABLE>

2 SCHEDULE 7.21
<PAGE> 184
[DRAFT OF 7/1/96]

<TABLE>
<S> <C>
Fairfield Communities, Inc. Common Stock Certificate Number 375; 122 Shares

Lincoln Telecommunications Company Common Stock Certificate Number M07479; 1 Share
Common Stock Certificate Number LC3119; 1 Share

AirTouch Communications Common Stock Certificate Number ZQ618576; 1 Share

Allis-Chalmers Corporation Common Stock Certificate Number ACC13651; 2 Shares
Common Stock Certificate Number ACC13652; 2 Shares

Arlington Sports Facilities Development Common Stock Certificate Number R3595; 8000 Shares

Continental Steel Company Common Stock Certificate Number 22; 210 Shares
Common Stock Certificate Number 7; 318 Shares

Federated Department Stores Common Stock Certificate Number 15695; 63 Shares

G/O International Inc. Common Stock Certificate Number 10791; 5907 Shares

International Poultry Common Stock Certificate Number RN5081; 37 Shares

Natura Energy Corporation Common Stock Certificate Number REORG0013;
2055 Shares

Smith International Inc. Common Stock Certificate Number A0705; 800 Shares
Common Stock Certificate Number A1617; 26 Shares
Common Stock Certificate Number B0705; 400 Shares
Common Stock Certificate Number A3010; 1 Share

Sprint Corporation Common Stock Certificate Number X15976; 1 Share

TelAmerica Video Conference Corporation Common Stock Certificate Number 9; 50 Shares

MIDCOM Communications Inc. Common Stock; 250,000 Shares

DEBT: $800,000 (face value) promissory note dated September 30, 1993
@ 1% above prime rate interest

IDB London Gateway Limited, a United
Kingdom corporation EQUITY: 50% owned by IDB Communications Group, Limited (which is 100%
owned by IDB WorldCom, Inc.)

IDB Mobile Communications, Inc., a
Delaware corporation EQUITY: 50% owned by IDB Mobile Holdings, Inc. (which is 100% owned
by IDB WorldCom, Inc.)

KFS World Communications, Inc. Estimated $360,000 royalty due IDB under an Asset Purchase Agreement
dated March 31, 1993 @ 6% interest (due in 1995-1998)
</TABLE>

3 SCHEDULE 7.21
<PAGE> 185
[DRAFT OF 7/1/96]

<TABLE>
<S> <C>
TRT Technologies Inc. (aka Panama) $400,000 due TRT/FTC Communications, Inc. under a $400,000 (face
value) promissory note dated May 1, 1993 @ 6% interest (due 1998)

Massimo da Milano, Inc. Common Stock Certificate Number C0319, 2800 Shares
</TABLE>

4 SCHEDULE 7.21
<PAGE> 186
[DRAFT OF 7/1/96]

SCHEDULE 7.24

EXISTING FINANCIAL HEDGES

<TABLE>
<CAPTION>
Notional Amount Termination Date Cap Rate
--------------- ---------------- --------
<S> <C> <C> <C>
1. $845,342,250 2/01/97 7.42578%

2. $100,000,000 2/13/97 8.25000%

3. $400,000,000 2/16/97 8.3125%

4. $200,000,000 2/17/97 8.25000%

5. $145,342,250 2/24/97 8.25000%
</TABLE>

SCHEDULE 7.24
<PAGE> 187

EXHIBIT A-1

FORM OF AMENDED AND RESTATED REVOLVING NOTE

$_____________ _____________, 199__

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of
____________________ (the "LENDER"), at the offices of NATIONSBANK OF TEXAS,
N.A., as Administrative Agent for the Lender and others as hereinafter
described, on the Termination Date, the lesser of (i) _____
____________________ ($___________) and (ii) the aggregate principal amount of
Borrowings under the Revolving Facility (other than under the Competitive Bid
Subfacility or the Swing Line Subfacility) disbursed by the Lender to Borrower
and outstanding and unpaid on the Termination Date.

This note has been executed and delivered under, and is
subject to the terms of, the Amended and Restated Credit Agreement, dated as of
June 28, 1996, (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, the Lender and other lenders
named therein, the Administrative Agent, the Agents, and the Co-Agents, and is
one of the "Revolving Notes" referred to therein. Unless defined herein,
capitalized terms used herein that are defined in the Credit Agreement have the
meaning given to such terms in the Credit Agreement. Reference is made to the
Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights,
payment of attorneys' fees, court costs and other costs of collection, certain
waivers by Borrower and others now or hereafter obligated for payment of any
sums due hereunder and security for the payment hereof. Without limiting the
immediately preceding sentence, reference is made to SECTION 3.8 of the Credit
Agreement for usury savings provisions.

[This Amended and Restated Revolving Note is an amendment,
restatement, renewal, extension, [and] modification[, and consolidation] of,
and substitution for, [the Revolving Note and the Term Note] (as the same may
have been amended and replaced to the date hereof, [collectively,] the "FORMER
NOTE(S)"), which Former Note(s) were executed and delivered by Borrower, and
payable to the order of Lender pursuant to the Existing Agreement. This
Amended and Restated Revolving Note is being issued in substitution of, and
supercedes and replaces, the Former Note(s).](1)

[This Amended and Restated Revolving Note, together with the
other Amended and Restated Revolving Notes issued on the date hereof pursuant
to the Credit Agreement, are being issued in substitution of, and supersede and
replace, the Revolving Notes and the Term Notes (as the same may have been
amended and replaced to the date hereof) executed and delivered pursuant to the
Existing Credit Agreement.](2)

THE LAWS (OTHER THAN CONFLICT-OF-LAWS PROVISIONS THEREOF) OF
THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE

__________________________________

(1) Provision to be included in Amended and Restated Revolving Notes to
Existing Lenders.

(2) Provision to be included in Amended and Restated Revolving Notes to
Lenders other than Existing Lenders.

EXHIBIT A-1
<PAGE> 188
RIGHTS AND DUTIES OF BORROWER AND THE LENDER AND THE VALIDITY, CONSTRUCTION,
ENFORCEMENT, AND INTERPRETATION HEREOF.

WORLDCOM, INC.

By
-------------------------------
(Name)
---------------------------

(Title)
--------------------------

EXHIBIT A-1
<PAGE> 189
EXHIBIT A-2

FORM OF AMENDED AND RESTATED COMPETITIVE BID NOTE

_________, 19__

(1) on the last day of the Interest Period for any
Competitive Borrowing disbursed by Lender to Borrower, which Interest
Period ends prior to the Termination Date, the aggregate principal
amount of such Competitive Borrowing outstanding and unpaid on such
last day of such Interest Period, and

(2) on the Termination Date, the aggregate principal
amount of all Competitive Borrowings disbursed by Lender to Borrower
(as hereinafter defined) and outstanding and unpaid on the Termination
Date.

This note has been executed and delivered under, and is
subject to the terms of, the Amended and Restated Credit Agreement, dated as of
June 28, 1996 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, the Lender and other lenders
named therein, the Administrative Agent, the Agents, and the Co-Agents, and is
one of the "Competitive Bid Notes" referred to therein. Unless defined herein,
capitalized terms used herein that are defined in the Credit Agreement have the
meaning given to such terms in the Credit Agreement. Reference is made to the
Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights,
payment of attorneys' fees, court costs and other costs of collection, certain
waivers by Borrower and others now or hereafter obligated for payment of any
sums due hereunder and security for the payment hereof. Without limiting the
immediately preceding sentence, reference is made to SECTION 3.8 of the Credit
Agreement for usury savings provisions.

[This Amended and Restated Competitive Bid Note is an
amendment, restatement, renewal, extension, modification of, and substitution
for, the Competitive Bid Note (as the same may have been amended and replaced
to the date hereof, the "FORMER NOTE"), which Former Note was executed and
delivered by Borrower, and payable to the order of Lender pursuant to the
Existing Agreement. This Amended and Restated Competitive Bid Note is being
issued in substitution of, and supercedes and replaces, the Former Note.](1)

[This Amended and Restated Competitive Bid Note, together with
the other Amended and Restated Competitive Bid Notes issued on the date hereof
pursuant to the Credit Agreement, are being issued in substitution of, and
supersede and replace, the Competitive Bid Notes (as the same may have

__________________________________

(1) Provision to be included in Amended and Restated Competitive Bid Note to
Existing Lenders.

EXHIBIT A-2
<PAGE> 190
been amended and replaced to the date hereof) executed and delivered pursuant
to the Existing Credit Agreement.](2)

THE LAWS (OTHER THAN CONFLICT OF LAWS PROVISIONS THEREOF) OF
THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE
RIGHTS AND DUTIES OF BORROWER AND THE LENDER AND THE VALIDITY, CONSTRUCTION,
ENFORCEMENT, AND INTERPRETATION HEREOF.

WORLDCOM, INC.

By
---------------------------------
(Name)
-----------------------------
(Title)
----------------------------

__________________________________

(2) Provision to be included in Amended and Restated Competitive Bid Notes to
Lenders other than Existing Lenders.

EXHIBIT A-2
<PAGE> 191

EXHIBIT A-3

FORM OF AMENDED AND RESTATED SWING LINE NOTE

$25,000,000.00 June 28, 1996

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of NATIONSBANK OF
TEXAS, N.A. (the "LENDER"), on the Swing Line Maturity Date, the lesser of (i)
TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) and (ii) the aggregate
principal amount of Borrowings under the Swing Line Subfacility disbursed by
the Lender to Borrower and outstanding and unpaid on the Swing Line Maturity
Date.

This note has been executed and delivered under, and is
subject to the terms of, the Amended and Restated Credit Agreement, dated as of
June 28, 1996 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, the Lender and other lenders
named therein, the Administrative Agent, the Agents, and the Co-Agents, and is
the "Swing Line Note" referred to therein. Unless defined herein, capitalized
terms used herein that are defined in the Credit Agreement have the meaning
given to such terms in the Credit Agreement. Reference is made to the Credit
Agreement for provisions affecting this note regarding applicable interest
rates, principal and interest payment dates, final maturity, voluntary and
mandatory prepayments, acceleration of maturity, exercise of Rights, payment of
attorneys' fees, court costs and other costs of collection, certain waivers by
Borrower and others now or hereafter obligated for payment of any sums due
hereunder and security for the payment hereof. Without limiting the
immediately preceding sentence, reference is made to SECTION 3.8 of the Credit
Agreement for usury savings provisions.

This Amended and Restated Swing Line Note is an amendment,
restatement, renewal, extension, modification of, and substitution for, the
Swing Line Note (as the same may have been amended and replaced to the date
hereof, the "FORMER NOTE"), which Former Note was executed and delivered by
Borrower, and payable to the order of Lender pursuant to the Existing
Agreement. This Amended and Restated Swing Line Note is being issued in
substitution of, and supercedes and replaces, the Former Note.

WORLDCOM, INC.

By
--------------------------------
(Name)
----------------------------
(Title)
---------------------------

EXHIBIT A-3

<PAGE> 192
EXHIBIT B

[AMENDED AND RESTATED](1) GUARANTY

THIS GUARANTY is executed as of ____________, 199__, by
________________________________________, a ______________ corporation
("GUARANTOR"), for the benefit of the Administrative Agent, the Agent, and each
Co-Agent under, and for the benefit of the Lenders now or hereafter party to,
the Credit Agreement (as hereinafter defined).

WHEREAS, WorldCom, Inc. (formerly known as LDDS Communications, Inc.),
a Georgia corporation, ("BORROWER"), NationsBank of Texas, N.A., as the
Administrative Agent, the Agents, the Co-Agents and the Lenders party thereto
have executed an Amended and Restated Credit Agreement, dated as of June 28,
1996 (as amended, modified, supplemented, or restated from time to time, the
"CREDIT AGREEMENT"), together with certain other Loan Papers; and

WHEREAS, provisions of the Credit Agreement permit Guarantor to
directly or indirectly receive proceeds of Borrowings made pursuant thereto;
and

WHEREAS, it is expressly understood among Borrower, Guarantor, the
Administrative Agent, the Agents, the Co-Agents, and the Lenders that the
execution and delivery of this Guaranty is an integral part of the transactions
contemplated by the Loan Papers and a condition precedent to the Lenders'
obligations to extend credit to or on behalf of Borrower under the Credit
Agreement;

NOW, THEREFORE, for valuable consideration, the receipt and adequacy
of which are hereby acknowledged, Guarantor hereby guarantees to each Lender
the prompt payment at maturity (by acceleration or otherwise), and at all times
thereafter, of the portion of the Guaranteed Indebtedness (hereinafter defined)
now or hereafter owed to such Lender, this Guaranty being upon the following
terms and conditions:

1. Unless otherwise defined herein, all capitalized terms used
herein that are defined in the Credit Agreement have the meanings given to such
terms in the Credit Agreement.

2. As used throughout this Guaranty, the term "BORROWER" shall
include, without limitation, Borrower, Borrower as a debtor-in-possession, and
any receiver, trustee, liquidator, conservator, custodian, or similar party
hereafter appointed for Borrower or all or substantially all of its assets
pursuant to any liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar Debtor
Relief Law (as hereinafter defined) from time to time in effect affecting the
Rights (as hereinafter defined) of creditors generally.

3. The term "GUARANTEED INDEBTEDNESS" means the Obligation as
defined in the Credit Agreement (including amounts that would become due but
for the operation of the automatic stay under Section 362 (a) of the Bankruptcy
Code, 11 U.S.C. Section 362(a)), together with all pre- and post-maturity
interest thereon and any and all fees, costs, attorneys' fees (including the
allocated cost of internal counsel), and expenses reasonably incurred by the
Administrative Agent, the Agents, the Co-Agents, or

__________________________________

(1) Include bracketed provision only in Guaranties by Restricted Companies
who have previously executed a Guaranty under the Existing Agreement.

EXHIBIT B
<PAGE> 193
any Lender by reason of Borrower's or Guarantor's or any other obligor's
default in payment of any of the foregoing indebtedness.

4. This instrument shall be an absolute, irrevocable and
continuing guaranty of payment and not merely of collectibility, and to the
extent permitted by law shall not be subject to any counterclaim, right of
set-off, or any defense whatsoever (other than a defense of payment or
performance), and the circumstance that at any time or from time to time the
Guaranteed Indebtedness may be paid in full shall not affect the obligation of
Guarantor with respect to the Guaranteed Indebtedness of Borrower to any Lender
thereafter incurred.

5. If Guarantor becomes liable for any indebtedness owing by
Borrower to any Lender, by endorsement or otherwise, other than under this
Guaranty, such liability shall not be in any manner impaired or affected
hereby, and the Rights of each Lender hereunder shall be cumulative of any and
all other Rights that such Lender may ever have against Guarantor. The
exercise by the Administrative Agent or any Lender of any Right hereunder or
under any other instrument, or at law or in equity, shall not preclude the
concurrent or subsequent exercise of any other Right by such Lender or the
Administrative Agent, the Agents, the Co-Agents or any other Lender. Until
payment in full of the Guaranteed Indebtedness and the termination of the
obligation of Lenders to extend credit to Borrower under the Credit Agreement
and the expiration of all LCs and Financial Hedges with any Lender, Guarantor
hereby covenants and agrees that it shall not assert, enforce, or otherwise
exercise (a) any right of subrogation to any of the rights or liens of the
Administrative Agent or the Lenders or any other beneficiary against Borrower
or any other obligor on the Guaranteed Indebtedness or any collateral or other
security, or (b) any right of recourse, reimbursement, contribution,
indemnification, or similar right against Borrower or any other obligor on all
or any part of the Guaranteed Indebtedness or any guarantor thereof.

6. Upon the occurrence of a Default, Guarantor shall, on written
demand by Administrative Agent at the direction of Determining Lenders and
without further notice of dishonor, without any notice having been given to
Guarantor previous to such demand of the acceptance by the Administrative Agent
or any Lender of this Guaranty, and without any notice having been given to
Guarantor previous to such demand of the creating or incurring of such
indebtedness, pay the unpaid amount of the Guaranteed Indebtedness due to the
Lenders, the Administrative Agent, the Agents and the Co-Agents, and it shall
not be necessary for the Administrative Agent, the Agents, the Co-Agents or any
Lender, in order to enforce such payment by Guarantor, first or
contemporaneously to institute suit or exhaust remedies against Borrower or
others liable on such Guaranteed Indebtedness, or to enforce Rights against any
security which shall ever have been given to secure such Guaranteed
Indebtedness.

7. All principal of and interest on all indebtedness,
liabilities, and obligations of Borrower to Guarantor (the "SUBORDINATED
DEBT"), whether direct, indirect, fixed, contingent, liquidated, unliquidated,
joint, several, or joint and several, now or hereafter existing, due or to
become due to Guarantor, or held or to be held by Guarantor, whether created
directly or acquired by assignment or otherwise, and whether evidenced by
written instrument or not, shall be expressly subordinated to the Guaranteed
Indebtedness. Guarantor agrees not to receive or accept any payment from
Borrower with respect to the Subordinated Debt at any time a Default in respect
of the payment of any of the Guaranteed Indebtedness or a Default under SECTION
8.3 has occurred and is continuing; and, in the event Guarantor receives any
payment on the Subordinated Debt in violation of the foregoing, Guarantor will
hold any such payment in trust for Lenders and forthwith turn it over to the
Administrative Agent, on behalf of the Lenders, in the form received, to be
applied to the Guaranteed Indebtedness.

2 EXHIBIT B

<PAGE> 194
8. Guarantor hereby agrees that (to the extent permitted law),
its obligations under the terms of this Guaranty shall not be released,
diminished, impaired, reduced, or affected by the occurrence of any one or more
of the following events: (a) The Administrative Agent's or the Lenders' taking
or accepting of any other security or guaranty for any or all of the Guaranteed
Indebtedness; (b) any release, surrender, exchange, subordination, or loss of
any security at any time existing in connection with any or all of the
Guaranteed Indebtedness; (c) any release or partial release of the liability of
any other obligor on the Obligation; (d) the insolvency, bankruptcy,
disability, or lack of partnership or corporate power of Borrower, any of the
undersigned, or any party at any time liable for the payment of any or all of
the Guaranteed Indebtedness, whether now existing or hereafter occurring; (e)
any renewal, extension, amendment, modification, or rearrangement of the
payment of any or all of the Guaranteed Indebtedness, either with or without
notice to or consent of Guarantor, or any adjustment, indulgence, forbearance,
or compromise that may be granted or given by the Administrative Agent or any
Lender to Borrower, Guarantor or any other obligor on the Obligation; (f) any
neglect, delay, omission, failure, or refusal of the Administrative Agent or
any Lender to take or prosecute any action for the collection of any of the
Guaranteed Indebtedness or to foreclose or take or prosecute any action in
connection with any instrument or agreement evidencing or securing all or any
part of the Guaranteed Indebtedness; (g) any failure of the Administrative
Agent or any Lender to notify Guarantor of any renewal, extension, or
assignment of the Guaranteed Indebtedness or any part thereof, or the release
of any security or of any other action taken or refrained from being taken by
the Administrative Agent or any Lender against Borrower or any new agreement
between any Lender, the Administrative Agent and Borrower, it being understood
that neither the Administrative Agent nor any Lender shall be required to give
Guarantor any notice of any kind under any circumstances whatsoever with
respect to or in connection with the Guaranteed Indebtedness; (h) the
unenforceability of all or any part of the Guaranteed Indebtedness against
Borrower by reason of the fact that the Guaranteed Indebtedness exceeds the
amount permitted by law, the act of creating the Guaranteed Indebtedness, or
any part thereof, is ultra vires, or the officers creating same acted in
excess of their authority or violated any fiduciary duties in connection
therewith; or (i) any payment by Borrower or any other person or entity to the
Administrative Agent, the Agents, the Co-Agents or any Lender is held to
constitute a preference under the bankruptcy laws or if for any other reason
the Administrative Agent, the Agents, the Co-Agents or any Lender is required
to refund such payment or pay the amount thereof to someone else.

9. Guarantor hereby waives (to the fullest extent it may lawfully
do so) all Rights by which it might be entitled to require suit on an accrued
right of action in respect of any of the Guaranteed Indebtedness or require
suit against Borrower or others.

10. Should Guarantor become insolvent, or fail to pay Guarantor's
debts generally as they become due, or voluntarily seek, consent to, or
acquiesce in, the benefit or benefits of any Debtor Relief Law (other than as a
creditor or claimant) (as used herein, "DEBTOR RELIEF LAWS" means the
Bankruptcy Code, as amended, of the United States of America and any other
applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, suspension of payments, or similar
debtor relief law from time to time in effect affecting the Rights of creditors
generally), or become a party to (or be made the subject of) any proceeding
provided for by any Debtor Relief Law (other than as a creditor or claimant)
that could suspend or otherwise adversely affect the Rights of any Lender
granted hereunder, then, in any such event, the Guaranteed Indebtedness shall
be, as among Guarantor, the Administrative Agent, the Agents, the Co-Agents and
Lenders, a fully matured, due, and payable obligation of Guarantor to the
Lenders (without regard to whether Borrower is then in default under the Credit
Agreement or whether the Obligation, or any part thereof is then due and owing
by

3 EXHIBIT B
<PAGE> 195
Borrower to any Lender), payable in full by Guarantor to Lenders upon demand,
and the amount thereof so payable shall be the estimated amount owing in
respect of the contingent claim created hereunder.

11. The Guarantor's obligations hereunder shall remain in full
force and effect until payment in full of the Guaranteed Indebtedness and the
termination of the obligation of Lenders to extend credit to Borrower under the
Credit Agreement and the expiration of all LCs and Financial Hedges with any
Lender. If at any time any payment of the principal of or interest on any Note
or any other amount payable by Borrower under the Credit Agreement or any Note
is rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of 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.

12. Guarantor represents and warrants that the value of the
consideration received and to be received by Guarantor is reasonably worth at
least as much as the liability and obligation of Guarantor hereunder, and such
liability and obligation may reasonably be expected to benefit Guarantor
directly or indirectly.

13. By execution hereof, Guarantor covenants and agrees that
certain representations, warranties, terms, covenants, and conditions set forth
in the Credit Agreement shall be made applicable to Guarantor or shall be
imposed upon Guarantor, and Guarantor reaffirms that each such representation
and warranty is true and correct and covenants and agrees to promptly and
properly perform, observe, and comply with each such term, covenant, or
condition. Moreover, Guarantor acknowledges and agrees that this Guaranty is
subject to the offset provisions in favor of the Lenders in the Credit
Agreement.

14. It is the intention of Guarantor and the Lenders that the
amount of the Guaranteed Indebtedness guaranteed by Guarantor by this Guaranty
shall be in, but not in excess of, the maximum amount permitted by fraudulent
conveyance, fraudulent transfer or similar laws applicable as to Guarantor.
Accordingly, notwithstanding anything to the contrary contained in this
Guaranty or any other agreement or instrument executed in connection with the
payment of any of the Guaranteed Indebtedness, the amount of the Guaranteed
Indebtedness guaranteed by Guarantor by this Guaranty shall be limited to that
amount which after giving effect thereto would not (i) render Guarantor
insolvent, (ii) result in the fair saleable value of the assets of Guarantor
being less than the amount required to pay its debts and other liabilities
(including contingent liabilities) as they mature, or (iii) leave Guarantor
with unreasonably small capital to carry out its business as now conducted and
as proposed to be conducted, including its capital needs, as such concepts
described in (I), (II) and (III) herein are determined under applicable law, if
the obligations of Guarantor hereunder would otherwise be set aside,
terminated, annulled or avoided for such reason by a court of competent
jurisdiction in a proceeding actually pending before such court. For purposes
of this Guaranty, the term "applicable law" means as to Guarantor each statute,
law, ordinance, regulation, order, judgment, injunction or decree of the United
States or any state or commonwealth, any municipality, any foreign country, or
any territory, possession or tribunal applicable to Guarantor.

15. This Guaranty is for the benefit of the Administrative Agent,
the Agents, the Co-Agents, the Lenders, and their respective successors and
assigns, and, in the event of an assignment of the Guaranteed Indebtedness, or
any part thereof, the Rights and benefits hereunder, to the extent applicable
to the indebtedness so assigned, may be transferred with such indebtedness. The
rights, remedies, powers, privileges, and benefits (collectively "RIGHTS")
created under this Guaranty are for the ratable benefit of the Lenders. The
Administrative Agent is the agent for each Lender, and the Administrative Agent
may, without the joinder of any Lender, exercise any and all Rights in favor of
any one or more Lenders

4 EXHIBIT B
<PAGE> 196
hereunder. The Rights of each Lender vis-a-vis the Administrative Agent and
each other Lender may be subject to one or more separate agreements between or
among such parties, but Guarantor need not inquire about any such agreement or
be subject to any terms thereof unless Guarantor specifically joins therein;
and, consequently, neither Guarantor nor Guarantor's successors or assigns
shall be entitled to any benefits or provisions of any such separate agreements
or be entitled to rely upon or raise as a defense, in any manner whatsoever,
the failure or refusal of any party thereto to comply with the provisions
thereof.

16. It is not the intention of Lenders or Guarantor to obligate
Guarantor to pay interest in excess of that legally permitted to be paid by
Guarantor under applicable law. Should it be determined that any portion of
the Guaranteed Indebtedness constitutes interest in excess of the maximum
amount of interest which Guarantor (in such capacity) may lawfully be required
to pay under applicable law, the obligation of Guarantor to pay such interest
shall automatically be limited to the payment thereof at the maximum rate so
permitted under applicable law.

17. This Guaranty is binding not only on Guarantor, but on
Guarantor's successors and assigns.

18. Subject to SECTION 11.11 of the Credit Agreement, no amendment
or waiver of any provision herein nor consent to any departure therefrom by
Guarantor shall be effective unless the same shall be in writing and signed by
that number of Lenders required by the terms of the Credit Agreement, and then,
such amendment, waiver, or consent shall be effective only in the specific
instance and for the specific purpose for which given.

19. Notwithstanding any other provision of this Guaranty, any
action taken or proposed to be taken by Administrative Agent, any Agent, any
Co-Agent, or Lender under this Guaranty which would affect the operational,
voting, or other control of Borrower or Guarantor, shall be pursuant to Section
310(d) of the Communications Act of 1934 (as amended), applicable state Law,
and the applicable rules and regulations thereunder and, if and to the extent
required thereby, subject to the prior consent of the FCC or any applicable
PUC.

20. THIS GUARANTY SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

21. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.

[22. This Amended and Restated Guaranty amends, restates, and
supersedes in its entirety, the Guaranty executed by the undersigned and
delivered in accordance with the Existing Agreement.](2)

__________________________________

(2) Include bracketed provision only in Guaranties by Restricted Companies
who have previously executed a Guaranty under the Existing Agreement.

5 EXHIBIT B
<PAGE> 197
EXECUTED as of June 28, 1996.

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

By
--------------------------------
(Name)
----------------------------
(Title)
---------------------------

6 EXHIBIT B
<PAGE> 198
EXHIBIT C-1

FORM OF NOTICE OF BORROWING
(OTHER THAN COMPETITIVE BORROWING OR SWING LINE BORROWING)
______________, 19__

NationsBank of Texas, N.A.
as Administrative Agent for the Lenders as defined
in the Credit Agreement referred to below
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Molly J. Oxford
Fax: (214)508-2515

Reference is made to the Amended and Restated Credit Agreement, dated
as of June 28, 1996 (as amended, modified, supplemented, or restated from time
to time, the "CREDIT AGREEMENT"), among the undersigned, the Lenders named
therein, the Administrative Agent, the Agents, and the Co-Agents. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The undersigned hereby gives
you notice pursuant to SECTION 2.6(A) of the Credit Agreement that it requests
a Borrowing (other than a Competitive Borrowing or Swing Line Borrowing) under
the Credit Agreement, and in that connection sets forth below the terms on
which such Borrowing is requested to be made:

(A) Borrowing Date of Borrowing (a Business Day)
--------------
(B) Principal Amount of Borrowing*
--------------
(C) Type of Borrowing**
--------------
(D) For LIBOR Rate Borrowing, Interest Period
and the last day thereof***
--------------

On the date the rate is set, please confirm the interest rate below
and return by facsimile transmission to ___________________________________.

Borrower hereby certifies that the following statements are true and
correct on the date hereof, and will be true and correct on the Borrowing Date
specified herein after giving effect to such Borrowing:

(a) all of the representations and warranties of Borrower
or any Company set forth in the Loan Papers are true and correct in
all material respects (except to the extent that (i) the
representations and warranties speak to a specific date or (ii) in the
case of representations and warranties set forth in SECTIONS 6.2, 6.3,
6.7, 6.9, 6.11, 6.13, 6.19, and 6.20 of the Credit Agreement, the
facts on which such representations and warranties are based have been
changed by transactions contemplated or permitted by the Credit
Agreement and, if applicable, supplemental Schedules have been
delivered with respect thereto and, in the case of SCHEDULES 6.2(A),
6.7(A), 6.9, 6.11, and 6.13, approved by Determining Lenders);

(b) no change in the financial condition of any Company
which is a Material Adverse Event has occurred;

EXHIBIT C-1
<PAGE> 199
(c) no Default or Potential Default has occurred and is
continuing;

(d) the funding of such Borrowing is permitted by Law;
and

(e) the incurrence of the additional Debt evidenced by
this Borrowing is permitted under the Note Agreements.

Very truly yours,

WORLDCOM, INC.

By
--------------------------------
(Name)
----------------------------
(Title)
Rate:________ ---------------------------

Confirmed by:_________________________

* Not less than $ 5,000,000 or an integral multiple of $1,000,000 (if a
Base Rate Borrowing); not less than $20,000,000 or a greater integral
multiple of $1,000,000 (if a LIBOR Rate Borrowing).
** LIBOR Rate Borrowing or Base Rate Borrowing.
*** LIBOR Rate Borrowing -- 1, 2, 3, or 6 months.
In no event may the Interest Period end after the Termination Date.

2 EXHIBIT C-1
<PAGE> 200
EXHIBIT C-2

FORM OF NOTICE OF CONVERSION

______________, 19__

Reference is made to the Amended and Restated Credit Agreement, dated
as of June 28, 1996 (as amended, modified, supplemented, or restated from time
to time, the "CREDIT AGREEMENT"), among the undersigned, the Lenders named
therein, the Administrative Agent, the Agents, and the Co-Agents. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The undersigned hereby gives
you notice pursuant to SECTION 3.10 of the Credit Agreement that it elects to
convert a Borrowing (other than a Competitive Borrowing or Swing Line
Borrowing) under the Credit Agreement from one Type to another Type or elects a
new Interest Period for a LIBOR Rate Borrowing, and in that connection sets
forth below the terms on which such election is requested to be made:

(A) Date of conversion or last day of
applicable Interest Period (a Business Day)
--------------
(B) Type and principal amount of existing
Borrowing being converted or continued*
--------------
(C) New Type of Borrowing selected (or Type of
Borrowing continued)**
--------------
(D) For conversion to, or continuation of,
a LIBOR Rate Borrowing, Interest Period
selected and the last day thereof***
--------------

On the date the rate is set, please confirm the interest rate below
and return by facsimile transmission to ___________________________________.

Very truly yours,

WORLDCOM, INC.

By
--------------------------------
(Name)
----------------------------
(Title)
---------------------------

EXHIBIT C-2
<PAGE> 201
Rate:________

Confirmed by:_________________________

2 EXHIBIT C-2
<PAGE> 202
EXHIBIT C-3

FORM OF NOTICE OF LC

______________, 19__

Reference is made to the Amended and Restated Credit Agreement, dated
as of June 28, 1996 (as amended, modified, supplemented, or restated from time
to time, the "CREDIT AGREEMENT"), among the undersigned, the Lenders named
therein, the Administrative Agent, the Agents, and the Co-Agents. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The undersigned hereby gives
you notice pursuant to SECTION 2.2(A) of the Credit Agreement that it requests
the issuance of an LC under the LC Subfacility, and in that connection sets
forth below the terms on which such LC is requested to be issued:

(A) Face amount of the LC*
----------------
(B) Date on which the LC is to be issued (a Business Day)
----------------
(C) Expiration date of the LC**
----------------

Accompanying this notice is a duly executed and properly completed LC
Agreement in the form requested by Administrative Agent, together with the
payment of any LC fees due and payable pursuant to SECTION 4.3 and 4.4 of the
Credit Agreement.

Borrower hereby certifies that the following statements are true and
correct on the date hereof, and will be true and correct on the date specified
herein for issuance of the LC after giving effect to the issuance of such LC:

(a) the requested LC will be used solely for the purpose
of securing Company obligations under Special Guaranties or Company
obligations of a type described in SECTION 7.13(B)(IV) of the Credit
Agreement.

(b) all of the representations and warranties of Borrower
or any Company set forth in the Loan Papers are true and correct in
all material respects (except to the extent that (i) the
representations and warranties speak to a specific date or (ii) in the
case of representations and warranties set forth in SECTIONS 6.2, 6.3,
6.7, 6.9, 6.11, 6.13, 6.19, and 6.20 of the Credit Agreement, the
facts on which such representations and warranties are based have been
changed by transactions contemplated or permitted by the Credit
Agreement and, if applicable,

EXHIBIT C-3
<PAGE> 203
supplementalSchedules have been delivered with respect thereto and,
in the case of SCHEDULES 6.2(A), 6.7(A), 6.9, 6.11, and 6.13, approved
by Determining Lenders);

(d) no Default or Potential Default has occurred and is
continuing;

(e) the issuance of such LC is permitted by Law; and

(f) the issuance of such LC and the incurrence of the
related Debt is permitted under the Note Agreements.

Very truly yours,

WORLDCOM, INC.

By
--------------------------------
(Name)
----------------------------
(Title)
---------------------------
Rate:________

Confirmed by:_________________________

* Not greater than the lesser of (i) an amount which when added to the
LC Exposure does not exceed $75,000,000 and (ii) the unused and
available portion of the LC Subfacility.
** Not later than the earlier of one year from the date of issuance or 30
days prior to the Termination Date.

2 EXHIBIT C-3
<PAGE> 204
EXHIBIT C-4

FORM OF COMPETITIVE BID REQUEST

______________, 19__

NationsBank of Texas, N.A.
as Administrative Agent for the
Lenders as defined in the Credit
Agreement referred to below
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Molly J. Oxford
Fax: (214) 508-2515

Reference is made to the Amended and Restated Credit Agreement, dated
as of June 28, 1996 (as amended, modified, supplemented, or restated from time
to time, the "CREDIT AGREEMENT"), among the undersigned, the Lenders named
therein, the Administrative Agent, the Agents, and the Co-Agents. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The undersigned hereby gives
you notice pursuant to SECTION 2.4(B) 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) Borrowing Date of Competitive Borrowing (a
Business Day)
--------------
(B) Principal Amount of Competitive Borrowing*
--------------
(C) Type of Borrowing**
--------------
(D) Interest Period and the last day thereof***
--------------

Accompanying this notice is payment of the competitive bid fee payable
to Administrative Agent for its own account pursuant to SECTION 4.5 of the
Credit Agreement.

Borrower hereby certifies that the following statements are true on
the date hereof, and will be true on the Borrowing Date specified herein after
giving effect to such Borrowing:

(b) no change in the financial condition of any Company
which is a Material Adverse Event has occurred;

EXHIBIT C-4
<PAGE> 205
(c) no Default or Potential Default has occurred and is
continuing;

(d) the funding of such Borrowing is permitted by Law;
and

(e) the incurrence of the additional Debt evidenced by
this Borrowing is permitted under the Note Agreements.

Very truly yours,

WORLDCOM, INC.

By
--------------------------------
(Name)
----------------------------
(Title)
---------------------------

* Not less than $20,000,000 (and in integral multiples of
$1,000,000 thereafter), and not greater than the lesser of (i)
the unused and available portion of the Revolving Facility and
(ii) an amount which when added to the aggregate outstanding
principal amount of Competitive Borrowings made by all
Lenders, does not exceed the Competitive Bid Availability then
in effect.
** LIBOR Rate Borrowing or Fixed Rate Borrowing.
*** LIBOR Rate Borrowing -- 1, 2, 3 or 6 months. Fixed Rate
Borrowing -- up to 6 months. In no event may the Interest
Period end after the Termination Date.

2 EXHIBIT C-4
<PAGE> 206
EXHIBIT C-5

FORM OF NOTICE TO LENDERS OF COMPETITIVE BID REQUEST

____________, 19__

[Name of Lender]
[Address of Lender]
Attention: ______________________

Reference is made to the Amended and Restated Credit Agreement, dated
as of June 28, 1996 (as amended, modified, supplemented, or restated from time
to time, the "CREDIT AGREEMENT"), among WorldCom, Inc. (the "BORROWER"), the
Lenders named therein, the Administrative Agent, the Agents, and the Co-Agents.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement. Borrower delivered a
Competitive Bid Request dated __________, 19__, pursuant to SECTION 2.4(B) of
the Credit Agreement, and in that connection you are invited to submit a
Competitive Bid by [Date] / [Time] .* Your Competitive Bid must comply
with SECTION 2.4(C) of the Credit Agreement and the terms set forth below on
which the Competitive Bid Request was made:

(A) Borrowing Date of Competitive Borrowing (a Business Day)
---------------
(B) Principal Amount of Competitive Borrowing
---------------
(C) Type of Borrowing
---------------
(D) Interest Period and the last day thereof
---------------

Very truly yours,

NATIONSBANK OF TEXAS, N.A.,
Administrative Agent

By
--------------------------------
(Name)
----------------------------
(Title)
---------------------------

* The Competitive Bid must be received by the Administrative Agent (i)
in the case of LIBOR Rate Borrowings, not later than 11:00 a.m.,
Dallas, Texas time, four Business Days before the Borrowing Date of
the proposed Competitive Borrowing, and (ii) in the case of Fixed Rate
Borrowings, not later than 10:00 a.m., Dallas, Texas time, on the
Borrowing Date of the proposed Competitive Borrowing.

EXHIBIT C-5
<PAGE> 207
EXHIBIT C-6

FORM OF COMPETITIVE BID

___________, 19__

NationsBank of Texas, N.A.,
as Administrative Agent under
the Credit Agreement referred to below
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Molly J. Oxford
Fax: (214) 508-2515

The undersigned, [Name of Lender] , refers to the Amended and
Restated Credit Agreement, dated as of June 28, 1996 (as amended, modified,
supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among
WorldCom, Inc. (the "BORROWER"), the Lenders named therein, the Administrative
Agent, the Agents, and the Co-Agents. 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 2.4(C) of the Credit Agreement, in response to the Competitive Bid
Request made by Borrower on _______________, 19__, and in that connection sets
forth below the terms on which such Competitive Bid is made:

(A) Principal Amount*
--------------
(B) Competitive Bid Rate**
--------------
(C) Interest Period and the last day thereof***
--------------

The undersigned hereby confirms that it is prepared to extend credit
to Borrower upon acceptance by Borrower of this bid in accordance with SECTION
2.4(E) of the Credit Agreement.

Very truly yours,

[NAME OF LENDER]

By
--------------------------------
(Name)
----------------------------
(Title)
---------------------------
* Not less than $ 5,000,000 (and in integral multiples of $1,000,000
thereafter) and which may equal the entire principal amount of the
Competitive Borrowing requested (subject to the limitations set forth
in SECTION 2.4(A) of the Credit Agreement). Multiple bids will be
accepted by the Administrative Agent.
** LIBOR Rate + ____________ % or - ____________%, in the case of LIBOR
Rate Borrowings; or ________%, in the case of Fixed Rate Borrowings
(in each case, expressed in the form of a decimal to no more than four
decimal places).
*** The Interest Period must be the Interest Period specified in the
Competitive Bid Request.

EXHIBIT C-6
<PAGE> 208

EXHIBIT D

<TABLE>
<S> <C>
BORROWER: WorldCom, Inc.

1) Name of Entity as it should appear on Signature Page:___________________________________________. Please indicate

number of signature lines required for Entity_________________________.

2) Name and address of Person to Receive Draft Credit Agreement at Bank: ________________________________________

3) If different from above, name and address of person to whom signature pages should be forwarded for execution:

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

4) If different from above, name and address of person to whom signature pages should be forwarded for execution:

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

CREDIT CONTACT OPERATIONS CONTACT LEGAL COUNSEL
-------------- ------------------ -------------

NAME:
-------------- ------------------ -------------
TITLE:
-------------- ------------------ -------------
ADDRESS:
-------------- ------------------ -------------

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

-------------- ------------------ -------------
TELEPHONE:
-------------- ------------------ -------------
FACSIMILE#:
-------------- ------------------ -------------
TELEX #:
-------------- ------------------ -------------
ANSWERBACK:
-------------- ------------------ -------------

PAYMENT INSTRUCTIONS

Fed Wire Instructions
- ---------------------

Pay To:
------------------------------------------------------------------------------------------------
(Name of Bank)

------------------------------------------------------------------------------------------------
(Address)

------------------------------------------------------------ ----------------------------
(City) (State) (Zip)

------------------------------------------------------------------------------------------------
(ABA)# (Account #)

------------------------------------------------------------------------------------------------
(Attention)

(continued on following page)
Exhibit D
---------
</TABLE>
<PAGE> 209
EXHIBIT D

NATIONSBANK PAYMENT INSTRUCTIONS

Pay to: NationsBank TX
Dallas, Texas
ABA #: 111000025

Attention: Commercial Loan Operations

Reference: WorldCom, Inc.

Account #: 129-2000-883

Exhibit D
<PAGE> 210
EXHIBIT E-1

COMPLIANCE CERTIFICATE

FOR _______________ ENDED _______________, 199__

DATE: ___________________, 199__

ADMINISTRATIVE AGENT: NationsBank of Texas, N.A.

BORROWER: WorldCom, Inc.
________________________________________________________________________________

This certificate is delivered under the Amended and Restated Credit
Agreement, dated as of June 28, 1996 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT") among Borrower, the Lenders
named therein, the Administrative Agent, the Agents, and the Co-Agents.
Capitalized terms used herein that are defined in the Credit Agreement have the
meaning given to such terms in the Credit Agreement.

I certify to Lenders that:

(a) I am the chief financial officer of the Companies;

(b) the Financial Statements of the Companies attached to this
certificate were prepared in accordance with GAAP, and present fairly in all
material respects the consolidated (as to the Companies) and, except as to
statements of cash flows, consolidating (as to the Restricted Companies)
financial condition and results of operations of the Companies as of, and for
the (three, six, or nine months, or fiscal year) ended on,
__________________________, 199__ (the "SUBJECT PERIOD") [(subject only to
normal year-end audit adjustments)];

(c) a review of the activities of the Companies during the Subject
Period has been made under my supervision with a view to determining whether,
during the Subject Period, the Companies have kept, observed, performed, and
fulfilled all of their respective obligations under the Loan Papers, and during
the Subject Period, to my knowledge (i) the Companies kept, observed,
performed, and fulfilled each and every covenant and condition of the Loan
Papers (except for the deviations, if any, set forth on a schedule annexed to
this certificate) in all material respects, and (ii) no Default (nor any
Potential Default) has occurred which has not been cured or waived (except the
Defaults or Potential Defaults, if any, described on the schedule annexed to
this certificate);

(d) to my knowledge, the status of compliance by the Companies
with SECTIONS 7.28(A) through (D) of the Credit Agreement at the end of the
Subject Period is as set forth on the Schedule annexed to this certificate.

EXHIBIT E-1
<PAGE> 211
(e) as of the date hereof, to my knowledge, the aggregate fair
market value of all assets of the Companies which have been leased to third
parties, exclusive of any leases to GridNet L.L.C., is $______, which amount is
equal to or less than the $50,000,000 limitation imposed under SECTION 7.23(H).

By
-----------------------------------
Chief Financial Officer

2 EXHIBIT E-1
<PAGE> 212
SCHEDULE TO COMPLIANCE CERTIFICATE

Status of Compliance with SECTIONS
7.28(A) THROUGH (D) of the Credit Agreement(1)

(All on consolidated basis at end of Subject Period)

<TABLE>
<S> <C>
1. SECTION 7.28(A) - LEVERAGE RATIO
--------------------------------
Maximum ratio for each period is set forth in Section 7.28(a).

a. Total Debt* $
----------------
b. Pre-tax income** $
----------------
c. Interest Expense** $
----------------
d. Depreciation expense** $
----------------
e. Amortization expense** $
----------------
f. Other non-cash charges** $
----------------
g. Non-recurring cash merger and
restructuring charges** $
----------------
h. Extraordinary Losses** $
----------------
i. Losses accounted for on the "equity"
method of accounting** $
----------------
j. Extraordinary gains** $
----------------
k. Gains accounted for on the "equity"
method of accounting** $
----------------
l. Operating Cash Flow**
Sum of Lines b through i minus
Lines j and k $
----------------
m. Annualized Operating Cash Flow-
Line l multiplied by 2*****
n. Actual ratio - The ratio of
Line a to Line m :
----------------
o. Maximum ratio for Subject Period :
----------------

2. SECTION 7.28(B) - OPERATING CASH FLOW TO INTEREST EXPENSE
---------------------------------------------------------
Minimum ratio for each period is set forth in Section 7.28(b).

g. Non-recurring cash merger and
</TABLE>

__________________________________

(1) All as more particularly determined in accordance with the terms of
the Credit Agreement, which control in the event of conflicts with
this form.

3 EXHIBIT E-1
<PAGE> 213
<TABLE>
<S> <C> <C>
restructuring charges** $
----------------
h. Extraordinary Losses** $
----------------
i. Losses accounted for on the "equity"
method of accounting** $
----------------
j. Extraordinary gains** $
----------------
k. Gains accounted for on the "equity"
method of accounting** $
----------------
l. Operating Cash Flow**
Sum of Lines b through i minus
Lines j and k $
----------------
m. Interest Expense** $
----------------
n. Actual ratio-The ratio of Line l to Line m :
----------------
o. Minimum ratio for Subject Period :
----------------

3. SECTION 7.28(C) - FIXED CHARGE RATIO
------------------------------------
a. Total Debt* $
----------------
b. Pre-tax income**** $
----------------
c. Interest Expense**** $
----------------
d. Depreciation expense**** $
----------------
e. Amortization expense**** $
----------------
f. Other non-cash charges**** $
----------------
g. Non-recurring cash merger and
restructuring charges**** $
----------------
h. Extraordinary Losses**** $
----------------
i. Losses accounted for on the "equity"
method of accounting**** $
----------------
j. Extraordinary gains**** $
----------------
k. Gains accounted for on the "equity"
method of accounting**** $
----------------
l. Operating Cash Flow**** -
Sum of Lines b through i minus
Lines j and k $
----------------
m. Amounts from Equity Issuance**** $
----------------
n. Cash on hand at beginning of 12-month period $
----------------
o. If applicable, of certain permitted Capital Expenditures
relating to Borrower's Network Construction
Project**** $
----------------
p. Income Taxes paid or accrued and payable**** $
----------------
q. Capital Expenditures**** $
----------------
r. Interest Expense**** $
----------------
s. Required Total Debt principal payments****

t. Distributions**** $
----------------
</TABLE>

4 EXHIBIT E-1
<PAGE> 214
<TABLE>
<S> <C> <C>
u. Actual Fixed Charge Ratio - The ratio of the sum
of Lines l through o minus Lines p and q, to
the sum of Lines r, s, and t :
----------------
v. Maximum ratio for Subject Period 1.5 : 1.0
---------------

4. SECTION 7.28(D) - NET WORTH
---------------------------
a. Actual net worth****** $
----------------
b. Non-Cash charges relating to write-offs of the
operator service business $
----------------
c. net worth (adjusted) - Line a plus Line b $
----------------
d. Minimum net worth $
----------------
(consolidated net worth at 12/31/94, plus 25%
of consolidated net income of the
Companies for each fiscal quarter
of the Companies ending after 12/31/94)
e. Net worth has not declined for yes no
---- ----
2 consecutive fiscal quarters
</TABLE>

* As of the last day of the Subject Period
** For the six month period ending on the last day of the Subject Period.
*** Scheduled to be paid during the succeeding twelve month period from
last day of the Subject Period
**** For the twelve month period ending on the last day of the Subject
Period
***** For the six month period ending on the last day of the Subject Period
****** At the end of the fiscal quarter.

5 EXHIBIT E-1
<PAGE> 215
EXHIBIT E-2

PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

ADMINISTRATIVE AGENT: NationsBank of Texas, N.A. DATE:______________

BORROWER: WorldCom, Inc.
________________________________________________________________________________

This certificate is delivered pursuant to SECTION 5.2 of the Amended
and Restated Credit Agreement, dated as of June 28, 1996 (as amended, modified,
supplemented, or restated from time to time, the "CREDIT AGREEMENT") among
Borrower, the Lenders named therein, the Administrative Agent, the Agents, and
the Co-Agents. Unless otherwise stated, capitalized terms used herein that are
defined in the Credit Agreement have the meaning given to such terms in the
Credit Agreement.

_________________ [name of Company] intends to acquire
_____________________________ (the "SUBJECT ACQUISITION"), on _______ __,
199__ (the "ACQUISITION DATE"). The Person or business to be acquired is
engaged in substantially the same business (including local telephone or
cellular service) as the business conducted by the Restricted Companies on the
Acquisition Date, except as otherwise permitted under CLAUSE (A) of the
definition of "Permitted Acquisition" in the Credit Agreement (if applicable,
the calculations supporting compliance with CLAUSE (A) of the definition of
"Permitted Acquisition" are set forth on the attached Schedule). In connection
with such Subject Acquisition, Borrower hereby confirms the following:

(a) all of the representations and warranties in the Credit
Agreement are true and correct immediately prior to and after giving effect to
the Subject Acquisition;

(b) as of the Acquisition Date, no Default or Potential Default
exists or will occur as a result of, and after giving effect to, the Subject
Acquisition;

(c) after giving effect to the Subject Acquisition, any Debt (if
any) incurred or assumed by the Companies in connection with the Subject
Acquisition will be permitted by SECTION 7.12 of the Credit Agreement (and to
the extent any such Debt is permitted by SECTION 7.12(E), calculations
supporting compliance with such Section are set forth on the attached Schedule)
and the status of compliance by the Companies with SECTION 7.28(A) of the
Credit Agreement after giving effect to the Subject Acquisition is as set forth
on the attached Schedule;

(d) as of the Acquisition Date, after giving effect to the Subject
Acquisition, the acquiring party is or will be Solvent and the Companies, on a
consolidated basis, are or will be Solvent; and

(e) the Subject Acquisition meets all of the requirements to
qualify as a Permitted Acquisition under the Credit Agreement, including,
without limitation, that (i) as of the Acquisition Date, the Subject
Acquisition has been approved and recommended by the board of directors or
other similar governing body of the Person to be acquired or from which such
business is to be acquired, (ii) not less than 15 Business Days prior to the
date of this certificate, the Companies delivered to Administrative Agent a
written description of the targeted entity to be acquired and its operations
and a copy of the related purchase agreement, (iii) as of the Acquisition Date,
if the Subject Acquisition is structured as a merger, Borrower (or if such
merger is with a Restricted Company other than Borrower, then such Restricted

EXHIBIT E-2
<PAGE> 216
Company) is the surviving entity after giving effect to such merger, and (iv)
if required, consent of Determining Lenders to the Subject Acquisition has been
obtained and the Companies have delivered to Administrative Agent all
information regarding the Acquisition requested by Administrative Agent.

WORLDCOM, INC.

By
--------------------------------
(Name)
----------------------------
(Title)
---------------------------

2 EXHIBIT E-2
<PAGE> 217
SCHEDULE TO PERMITTED ACQUISITION
COMPLIANCE CERTIFICATE

Status of compliance with the Credit Agreement(1)

1. [if applicable, please set forth calculations supporting compliance with
CLAUSE (A) of the definition of "Permitted Acquisition"]

2 SECTION 7.28(A) - LEVERAGE RATIO
--------------------------------
Maximum ratio for each period is set forth in Section 7.28(a).

a. Total Debt $
----------------
b. Pre-tax income $
----------------
c. Interest Expense $
----------------
d. Depreciation expense $
----------------
e. Amortization expense $
----------------
f. Other non-cash charges $
----------------
g. Non-recurring cash merger and
restructuring charges $
----------------
h. Extraordinary Losses $
----------------
i. Losses accounted for on the "equity"
method of accounting $
----------------
j. Extraordinary gains $
----------------
k. Gains accounted for on the "equity"
method of accounting $
----------------
l. Operating Cash Flow
Sum of Lines b through i minus
Lines j and k $
----------------
m. Annualized Operating Cash Flow-
Line l multiplied by 2
n. Actual ratio - The ratio of
Line a to Line m :
----------------
o. Maximum ratio for Subject Period :
----------------

3. [if applicable, set forth calculations supporting Debt incurrence
under SECTION 7.12(E) pursuant to the Subject Acquisition]

</TABLE>

__________________________________

(1) All as more particularly determined in accordance with the terms of
the Credit Agreement, which control in the event of conflicts with
this form.

3 EXHIBIT E-2
<PAGE> 218
EXHIBIT F

ASSIGNMENT AND ASSUMPTION AGREEMENT

AGREEMENT, dated as of _______________, 19____, among [ASSIGNOR] (the
"ASSIGNOR") and [ASSIGNEE] (the "ASSIGNEE") [and, if SECTION 11.14(C) of the
Amended and Restated Credit Agreement so requires, WORLDCOM, INC. (the
"COMPANY") and NATIONSBANK OF TEXAS, N.A., as Administrative Agent (the
"ADMINISTRATIVE AGENT")].

W I T N E S S E T H:

WHEREAS, this Assignment and Assumption Agreement (this "AGREEMENT")
relates to the Amended and Restated Credit Agreement dated as of June 28, 1996,
among the Company, the Assignor and the other Lenders party thereto, the
Administrative Agent, the Agents, and the Co-Agents (as amended, modified,
supplemented, or restated from time to time, the "CREDIT AGREEMENT");

WHEREAS, as of the date hereof, as provided under the Credit
Agreement, the Assignor has a Committed Sum of $__ _____________.

WHEREAS, as of the date hereof, Principal Debt is owed to Assignor in
respect of Borrowings under the Revolving Facility (excluding any outstanding
Competitive Borrowings owed to Assignor but including any participations by
Assignor in any LCs or Swing Line Borrowings) in the aggregate principal amount
of $__________________; and in respect of Competitive Borrowings in the
aggregate principal amount of $___________; and

WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights under the Credit Agreement and Loan Papers in respect of the Assigned
Interest (as hereinafter defined), together with a corresponding portion of the
outstanding Principal Debt owed to Assignor with respect to such Assigned
Interest, and Assignee proposes to accept assignment of such Rights and to
assume the corresponding obligations of the Assignor on the following terms and
conditions;

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

SECTION I Definitions. Unless otherwise defined herein, or the
context otherwise requires, capitalized terms used herein that are defined in
the Credit Agreement have the meaning given to such terms in the Credit
Agreement.

SECTION II Assignment. The Assignor hereby sells and assigns to the
Assignee without recourse, as of the Effective Date (as defined on SCHEDULE I),
the following (the "ASSIGNED INTEREST"): [check and complete, as appropriate]

[ ] A ________% interest in the Committed Sum of the
Assignor and of Principal Debt owed to Assignor in
respect of Borrowings under the Revolving Facility
(excluding any outstanding Competitive Borrowings
owed to Assignor but including any participations by
Assignor in any LCs or Swing Line Borrowings),
together with all of the Rights of Assignor under the
Credit Agreement and the

EXHIBIT F
<PAGE> 219
other Loan Papers relating to such Assigned Interest
(including, without limitation any participations by
the Assignor in LCs or Swing Line Borrowings).

[ ] 100% of all of the Assignor's Rights and obligations
under the Credit Agreement and the other Loan Papers,
including without limitation, 100% of the Assignor's
interest in its Committed Sum (including any
outstanding Competitive Borrowings owed to the
Assignor and any participations by the Assignor in
any LCs or Swing Line Borrowings), and 100% of
Principal Debt owed to Assignor.

Assignee hereby purchases and accepts from Assignor such Assigned Interest and
assumes all of the obligations of Assignor under the Credit Agreement and the
other Loan Papers to the extent of the Assigned Interest, including, without
limitation, (a) all interest accruing thereon on and after the Effective Date
(except as may be otherwise agreed by Assignor and Assignee in a separate
agreement, if any), and (b) any fee(s) earned by Lenders from and after the
Effective Date and paid by Borrower after the Effective Date (except as may be
otherwise agreed by Assignor and Assignee in a separate agreement, if any).
Upon the execution and delivery hereof by the Assignor and the Assignee (and if
so required under SECTION 4 of this Agreement, the Company and the
Administrative Agent), and the payment of the amounts specified in SECTION 3
required to be paid on the date hereof, (x) Assignee shall be a party to the
Credit Agreement and, to the extent of the Assigned Interest, have the Rights
and obligations of a Lender thereunder and under the other Loan Papers and (y)
Assignor shall, to the extent of the Assigned Interest, relinquish its Rights
and be released from its obligations under the Credit Agreement and the other
Loan Papers. The Assignor hereby certifies that it has complied with SECTION
11.14 of the Credit Agreement.

SECTION III Payments. As consideration for the assignment and sale
contemplated in SECTION 2 hereof, Assignee shall pay to the Assignor on the
Effective Date in federal funds an amount equal to the amount set forth on ITEM
5 of SCHEDULE I hereto; provided that, at the option of Assignor, such
consideration may be paid, as follows: (i) with respect to all Base Rate
Borrowings made by Assignor outstanding on the Effective Date, the Assignee
shall pay to the Assignor, on the Effective Date in Federal funds, an amount
equal to (y) the aggregate of all such Base Rate Borrowings multiplied by (z) a
percentage equal to the percentage of such Borrowings assigned to Assignee
under this Agreement as specified in SECTION 2, and (ii) with respect to each
LIBOR Rate Borrowing and Fixed Rate Borrowing (the assignment of which is
allowed under SECTION 11.14(C) of the Credit Agreement) made by the Assignor
outstanding on the Effective Date, (a) on the last day of the applicable
Interest Period therefor or (b) on such earlier date agreed to by the Assignor
and the Assignee or (c) on the date on which any such Borrowing either becomes
due (by acceleration or otherwise) or is prepaid (the date as described in the
foregoing CLAUSES (A), (B) or (C) being hereinafter referred to as the "PAYMENT
DATE"), the Assignee shall pay to the Assignor, in Federal funds, an amount
equal to (y) the aggregate of all such Borrowings multiplied by (z) a
percentage equal to the percentage of such Borrowings assigned to Assignee
under this Agreement as specified in SECTION 2. On and after the Effective
Date, the Assignee will also remit to the Assignor any amount of interest on
Borrowings received from the Administrative Agent which relate to the Assigned
Interest in Borrowings made by the Assignor accrued for periods prior to the
Effective Date, in the case of Base Rate Borrowings, or the Payment Date, in
the case of LIBOR Rate Borrowings and Fixed Rate Borrowings, and not heretofore
paid by the Assignee to the Assignor. In the event interest for the period
from the Effective Date to but not including the Payment Date is not paid by
the Company with respect to any LIBOR Rate Borrowing or Fixed Rate Borrowing
sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the
Assignor interest for such period on such Borrowing at the applicable rate
provided by the Credit Agreement. Each of the Assignor and the Assignee hereby
agrees that if it receives any amount under the Credit Agreement which is for
the account of the other party

2 EXHIBIT F
<PAGE> 220
thereto, it shall receive the same for the account of such other party to the
extent of such other party's interest therein and shall promptly pay the same
to such other party. It is understood that commitment fees accrued to the
Effective Date are for the account of the Assignor and such fees accruing from
and including the Effective Date are for the account of the Assignee. As
contemplated by SECTION 11.14(C) of the Credit Agreement, the Assignor or
Assignee (as determined between Assignor and Assignee) agrees to pay to the
Administrative Agent for its account on the Effective Date in Federal funds an
amount equal to $3,500 as an administrative fee.

SECTION IV Consent. Unless the Assignor is a Lender and the Assignee
is either a Lender or a financial institution affiliate of a Lender, this
Agreement is conditioned upon the consent of the Company and the Administrative
Agent pursuant to SECTION 11.14(C) of the Credit Agreement. The execution of
this Agreement by the Company and the Administrative Agent is evidence of this
consent. Pursuant to SECTION 11.14(C) the Company agrees to execute and
deliver Notes payable to the order of the Assignee and replacement Notes
payable to the order of the Assignor to evidence the assignment and assumption
provided for herein.

SECTION V Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Company or any Subsidiary or the validity and enforceability of the obligations
of the Company or any Subsidiary in respect of the Credit Agreement, any Note
or any Guaranty. The Assignee acknowledges that it has, independently and
without reliance on the Assignor, and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement and will continue to be responsible for making its
own independent appraisal of the business, affairs and financial condition of
the Company and its Subsidiaries and other relevant matters.

SECTION VI GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

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

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

[ASSIGNOR]

By
--------------------------------
(Title)
---------------------------

[ASSIGNEE]

By
--------------------------------
(Title)
---------------------------

3 EXHIBIT F
<PAGE> 221
[AND, IF SECTION 11.14(C) SO REQUIRES, THE FOLLOWING]

WORLDCOM, INC.

By
--------------------------------
(Title)
---------------------------

NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent

By
--------------------------------
(Title)
---------------------------

4 EXHIBIT F
<PAGE> 222
SCHEDULE I

TO ASSIGNMENT AND ASSUMPTION AGREEMENT

<TABLE>
<S> <C> <C>
1. Effective Date: , 199
------------------- ---

2. Assignor's Committed Sum and
Outstanding Borrowings prior to
Assignment $
-----------

(a) Committed Sum $
-----------

(b) Outstanding Borrowings under the Revolving Facility $
-----------
owed to Assignor (excluding Competitive
Borrowings)

3. Assigned Interest. Percentage of Committed Sum assigned,
if any (percentage stated in SECTION 2 of the foregoing Assignment
and Assumption Agreement) %
------

4. Assignee's Interest after Effective Date

(a) Committed Sum: Line 2(a)
multiplied by Line 3 $
-----------

(b) Outstanding Borrowings under the Revolving Facility
(excluding Competitive Borrowings):
Line 2(b) multiplied by Line 3 $
-----------

(c) Outstanding Competitive
Borrowings (reflect zero unless 100%
of Assignor's Rights and obligations
under the Loan Papers are assigned) $
-----------

5. Payment Amount (sum of outstanding
Borrowings detailed in Item 4 preceding): $
-----------
</TABLE>

5 EXHIBIT F
<PAGE> 223
6. Payment Instructions:

a. If payable to Assignor, to the account of Assignor to:

NationsBank of Texas, N.A.
Dallas, Texas
Routing Number 111000025
Account Number: 018-001-982-8
Attn: Commercial Loans
Reference: WorldCom, Inc.

b. If payable to Assignee, to the account of Assignee to:

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

------------------------
Routing Number
-------------
Account Number
-------------------
Attn:
--------------------------
Reference: WorldCom, Inc.

7. Notice Address: Assignee's address and facsimile number for notice
purposes under the Loan Papers:

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

6 EXHIBIT F
<PAGE> 224
EXHIBIT G-1

FORM OF OPINION OF GENERAL COUNSEL OF BORROWER

June 28, 1996

NationsBank of Texas, N.A.,
as Administrative Agent

Bank of America Illinois, The Bank
of New York, The Bank of Nova Scotia,
Canadian Imperial Bank of Commerce,
Chemical Bank, Credit Lyonnais New York Branch,
First Union National Bank of North Carolina,
The Industrial Bank of Japan, Limited,
Atlanta Agency, The First National Bank
of Chicago, The Long-Term Credit Bank
of Japan, Limited, New York Branch,
Toronto Dominion (Texas), Inc., and
Wachovia Bank of Georgia, N.A.,
as Agents

Each of the Lenders named in Schedule 2.1 attached to the Credit Agreement
referred to below

RE: Amended and Restated Credit Agreement for WorldCom, Inc.

Ladies and Gentlemen:

I am the General Counsel of WorldCom, Inc., a Georgia corporation
("Borrower"), and have acted as counsel to Borrower and its subsidiaries in
connection with the Amended and Restated Credit Agreement, dated as of June 28,
1996 (the "CREDIT AGREEMENT"), among Borrower, the lenders named on Schedule
2.1 thereto ("LENDERS"), NationsBank of Texas, N.A., as administrative agent
for itself and the other Lenders ("ADMINISTRATIVE AGENT"), and Bank of America
Illinois, The Bank of New York, The Bank of Nova Scotia, Canadian Imperial Bank
of Commerce, Chemical Bank, Credit Lyonnais New York Branch, First Union
National Bank of North Carolina, The Industrial Bank of Japan, Limited, Atlanta
Agency, The First National Bank of Chicago, The Long-Term Credit Bank of Japan,
Limited, New York Branch, Toronto Dominion (Texas), Inc., and Wachovia Bank of
Georgia, N.A. as agents ("AGENTS").

This opinion is delivered pursuant to Section 5.1 and Paragraph 10 of
Schedule 5.1 to the Credit Agreement. Unless otherwise defined, each
capitalized term used herein has the meaning given to such term in the Credit
Agreement.

In arriving at the opinions expressed below, I or attorneys employed
by Borrower and acting under my supervision have examined such corporate
documents and records of the Restricted Companies (as

EXHIBIT G-1
<PAGE> 225
listed on Schedule 6.3(a) to the Credit Agreement) and such certificates of
public officials and of officers of the Restricted Companies, other documents,
and matters of law as I deemed necessary or appropriate, including, without
limitation, originals or copies of (i) the Credit Agreement, (ii) the Notes and
(iii) the Guaranties (all of the foregoing, collectively, the "TRANSACTION
DOCUMENTS").

In rendering the opinions expressed below, I have assumed with your
permission, without independent investigation or inquiry, (a) the authenticity
of all documents submitted to me as originals, (b) the genuineness of all
signatures on all documents that I have examined (other than those of any
officer of any Company who signed in my presence and Bernard J. Ebbers, Charles
T. Cannada, Scott Sullivan, and any other officer signing the incumbency
provisions of officers' certificates delivered in connection with the Loan
Papers), (c) the conformity to authentic originals of documents submitted to me
as certified, conformed or photostatic copies, and (d) compliance by the
Administrative Agent, the Agents and the Lenders with their respective
covenants and undertakings contained in the Transaction Documents.

With respect to matters involving the Federal Communications
Commission (the "FCC") and state public utility commissions or analogous
regulatory or governmental authorities, the Communications Act of 1934, as
amended, and the rules and regulations of the FCC and such other state public
utility commission or analogous regulatory or governmental authorities, I refer
to the separate opinions of Kelley Drye & Warren, L.L.P., regulatory counsel to
the Companies, and I understand that you will rely solely upon the opinions of
such counsels with respect to such matters. Additionally, as to certain
matters of California, Delaware, Georgia, and Alabama Law, I understand you
will rely solely upon the opinions of Bryan Cave LLP, Rushton, Stakely,
Johnston & Garrett, and Cashin, Morton & Mullins. I express no opinion herein
with respect to any of the matters opined on by such regulatory counsel or such
special counsel.

Based upon the foregoing, and subject to the qualifications and
limitations herein contained, it is my opinion that:

1. Each Restricted Company listed on Schedule 6.3(a) to the
Credit Agreement (a) is a corporation or partnership validly existing and in
good standing (if applicable) under the Laws of its respective state of
incorporation (based solely upon my review of good standing certificates (or
comparable documents) issued by such states with respect to such corporations),
and (b) possesses all requisite corporate (or where applicable, partnership)
authority and power to conduct its business and execute, deliver, and comply
with the terms of the Transaction Documents, which have been duly authorized
and approved by all necessary corporate (or where applicable, partnership)
action and for which, to the best of my knowledge, no approval or consent of
any Person or Governmental Authority is required which has not been obtained,
except where the failure to obtain would not be a Material Adverse Event.

2. Each of the Transaction Documents have been duly executed and
delivered by each Company purporting to have executed same.

3. The Credit Agreement and the Notes evidence the valid and
legally binding obligations of Borrower, enforceable against Borrower in
accordance with their terms, except as the enforcement may be limited by Debtor
Relief Laws and except that the remedies available with respect thereto may be
subject to general principles of equity (regardless of whether such remedies
are sought in a proceeding in equity or at law).

2 EXHIBIT G-1
<PAGE> 226
4. The execution, delivery and performance of and compliance with
the terms of the Transaction Documents will not cause any Restricted Company to
be in violation of its Articles or Certificates of Incorporation, Bylaws or
Agreement of Limited Partnership.

5. The execution, delivery, and the performance of and compliance
with the terms of the Transaction Documents will not cause any Restricted
Company to be in violation of any Laws other than such violations which will
not, individually or collectively, be a Material Adverse Event.

6. No Company is involved in, nor am I aware of the threat of,
any Litigation which is reasonably likely to be determined adversely to any
Company and, if so adversely determined would be a Material Adverse Event, nor
are there any outstanding or unpaid judgments against any Company in an amount
in excess of $10,000,000.

7. To the best of my knowledge, after reasonable investigation,
the execution, delivery, and the performance of and compliance with the terms
of the Transaction Documents will not cause any Company to be in default under
any Material Agreement, other than such defaults or potential defaults which
will not, individually or collectively, be a Material Adverse Event.

8. No (a) employee benefit plan (as defined in the Code and
ERISA) of any Company has incurred an accumulated funding deficiency in an
amount sufficient to be a Material Adverse Event, (b) Company has incurred
material liability to the PBGC in connection with any such plan, (c) Company
has withdrawn in whole or in part from participation in a multiemployer pension
plan (as defined in ERISA) or (d) prohibited transaction or reportable event
(as such terms are defined in ERISA) has, to the best of my knowledge, after
reasonable investigation, occurred which would be a Material Adverse Event.

This opinion is limited in all respect to the laws of the State of
Georgia and the federal laws of the United States of America.

I note that the Transaction Documents are to be governed by the laws
of the State of New York. Accordingly, for purposes of rendering this opinion
as to the enforceability of the Credit Agreement, I have assumed that the
substantive laws of the State of New York are identical to the substantive laws
of the State of Georgia.

The foregoing opinions are also subject to the following exceptions
and qualifications: I express no opinion

(a) with respect to the availability of the remedies of
specific performance or injunction, or other remedies requiring the
exercise of judicial discretion;

(b) as to the effect of the compliance or noncompliance
of Lenders with any state or federal laws or regulations applicable to
any Lender's legal or regulatory status or the nature of such Lender's
business;

(c) as to the enforceability of any provisions contained
in the Transaction Documents that (i) purport to make void any act in
contravention thereof, (ii) purport to authorize a party to act in its
sole discretion, (iii) relate to the effect of laws or regulations
that may be enacted in the future, (iv) require waivers or amendments
to be made only in writing or (v) purport to effect waivers of
constitutional, statutory or equitable rights or the effect of
applicable laws;

3 EXHIBIT G-1
<PAGE> 227
(d) regarding the enforceability of the waivers in the
Transaction Documents of the right to demand a trial by jury and with
respect to selection of a venue;

(e) as to the enforceability of any provisions in the
Transaction Documents to the effect that the acceptance of a past due
installment or other performance by Borrower shall not be deemed a
waiver of the right to accelerate the indebtedness;

(f) as to the enforceability of any provisions in the
Transaction Documents relating to (i) set off, (ii) self help or (iii)
evidentiary standards or other standards by which the Transaction
Documents are to be construed; and

(g) with regard to any provisions of the Transaction
Documents whereby a party purports to indemnify another party against
its own negligence or misconduct.

This opinion is addressed to you solely for your use in connection
with the transactions contemplated by the Credit Agreement, and no person other
than the Administrative Agent, each Agent, each Lender, and each assignee which
hereafter becomes a Lender as permitted by the Credit Agreement and the law
firm of Haynes and Boone, L.L.P. is entitled to rely hereon without my prior
written consent. This opinion is given as of the date hereof, and I have no
obligation to revise or update this opinion subsequent to the date hereof or to
advise you or any other person of any matter subsequent to the date hereof
which would cause me to modify this opinion in whole or in part.

Very truly yours,

William E. Anderson,
General Counsel

4 EXHIBIT G-1
<PAGE> 228
EXHIBIT G-2

FORM OF OPINION SPECIAL COMMUNICATIONS COUNSEL
[KELLEY DRYE & WARREN, L.L.P.]

June 28, 1996

NationsBank of Texas, N.A.
as Administrative Agent and
Managing Agent

Bank of America Illinois, The Bank of
New York, The Bank of Nova Scotia,
Canadian Imperial Bank of Commerce,
Chemical Bank, Credit Lyonnais New York Branch,
First Union National Bank of North Carolina,
The Industrial Bank of Japan, Limited,
Atlanta Agency, The First National Bank
of Chicago, The Long-Term Credit Bank
of Japan, Limited, New York Branch,
Toronto Dominion (Texas), Inc.,
and Wachovia Bank of Georgia, N.A.
as Agents

Each of the Lenders named in Schedule 2.1 attached
to the Credit Agreement referred to below

Ladies and Gentlemen:

We have acted as special communications regulatory counsel to
WorldCom, Inc. d/b/a LDDS WorldCom (the "BORROWER"), a Georgia corporation, and
those Subsidiaries executing Guaranties (herein so called) as identified on
SCHEDULE I hereto (the "GUARANTORS") (the Borrower and Guarantors are
collectively referred to as the "COMPANIES"), in connection with the Amended
and Restated Credit Agreement dated as of June 28, 1996 (the "AMENDED CREDIT
AGREEMENT") and the related Loan Papers by and among the Companies and the
Lenders referred to on Schedule 2.1 of the Amended Credit Agreement (the
"LENDERS"), NationsBank of Texas, N.A. as Managing Agent and Administrative
Agent, Bank of America Illinois, The Bank of New York, The Bank of Nova Scotia,
Canadian Imperial Bank of Commerce, Chemical Bank, Credit Lyonnais New York
Branch, First Union National Bank of North Carolina, The Industrial Bank of
Japan, Limited, Atlanta Agency, The First National Bank of Chicago, The
Long-Term Credit Bank of Japan, Limited, New York Branch, Toronto Dominion
(Texas), Inc. and Wachovia Bank of Georgia, N.A., as agents (the "AGENTS").

Except as otherwise defined herein, capitalized terms defined in the
Amended Credit Agreement are used herein as defined therein. This opinion is
being delivered pursuant to Section 5.1 and Paragraph 10 of Schedule 5.1 of the
Amended Credit Agreement.

EXHIBIT G-2
<PAGE> 229
As special communications regulatory counsel for the Companies, we
address only matters within the jurisdiction of the Federal Communications
Commission ("FCC") and each state public utility commission ("PUC") that, on
the date of this opinion, exercises jurisdiction over the Companies (each such
PUC is hereinafter referred to as an "APPLICABLE PUC"). See SCHEDULE II for
the list of Applicable PUCs as of the date of this opinion. We have relied
without independent verification upon the representation of the Companies that
they do not provide intrastate services in Alaska and Hawaii. We express no
opinion as to matters of local, municipal or county regulation and their
applicability to or effect upon the transactions or the Companies.

In rendering the opinions expressed herein, we have examined the
execution form of the Amended Credit Agreement and all Exhibits thereto. We
assume that the documents will be executed and delivered in the same form
provided to us. We also have assumed, with your permission and without
independent investigation, that: (a) the signatures on all documents examined
by us are genuine and that, where any such signature purports to have been made
in a corporate, governmental, fiduciary, or other capacity, the person who
affixed such signature to such documents had authority to do so; (b) the
documents submitted to us as originals are authentic, and that all documents
submitted to us as certified, conformed or photostatic copies conform to
authentic original documents; and (c) public files, records and certificates
of, or furnished by, governmental or regulatory agencies or authorities are
correct. In addition, we have assumed the due execution and delivery, pursuant
to due authorization, of each of the Loan Papers by the parties thereto.

As to matters of fact relevant to the opinions expressed herein, we
have relied upon information supplied to us by the Companies, examination of
our own files and records, appropriate examination of public records, files and
certificates on file with the FCC and Applicable PUCs as of the date of this
opinion, and as to the Companies' ownership and operations, review of
documents, records and instruments, provided by the Companies and pertinent
disclosures of appropriate representatives of the Companies. The following
opinions are based upon and expressly limited to the Communications Act of
1934, as amended, the rules, regulations and published policies of the FCC (the
"COMMUNICATIONS ACT"), and all laws administered by, and all rules, regulations
and published policies of, each Applicable PUC (the "PUC LAWS") in effect on
the date hereof. Subject to the limitations set forth herein, we have reviewed
such materials and law as we have deemed necessary for purposes of this
opinion.

When, in this opinion, we use the phrase "of which we have knowledge"
or "to the best of our knowledge," we have not made any independent
investigation of the applicable facts, but have relied upon the representations
made in the documents referred to in this opinion, in the certificates of the
Companies and their respective officers or representatives and are not aware of
any facts inconsistent therewith. Opinions expressed herein as being "to the
best of our knowledge" or incorporating the phrase "of which we have knowledge"
refer to present actual knowledge of the attorneys who are presently with this
firm and who our records indicate have worked on matters for the Companies
during the past two years.

Based upon the foregoing and subject to the qualifications,
assumptions and limitations set forth herein, we are of the opinion that:

1. No authorization of the FCC is required for the execution,
delivery or performance by the Borrower of the Amended Credit Agreement, or for
the legality, validity or enforceability thereof against the Borrower.
Similarly, no authorization of any Applicable PUC is required for the
execution, delivery or performance by the Borrower of the Amended Credit
Agreement, or for the legality, validity or enforceability thereof, except that
such prior authorization is required by the Applicable PUCs listed on SCHEDULE
III for

2 EXHIBIT G-2
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authority to borrow the Incremental Commitment. The Borrower has filed
applications with each Applicable PUC listed on SCHEDULE III sufficient to
authorize borrowing of the Incremental Commitment.

2. No authorization of the FCC is required for the execution,
delivery or performance by the Guarantors of the Guaranties, or for the
legality, validity or enforceability thereof. Similarly, no authorization of
any Applicable PUC is required for the execution, delivery or performance by
the Guarantors of the Guaranties, or for the legality, validity or
enforceability thereof, except that such prior authorization is required by the
Applicable PUCs listed on SCHEDULE III hereto before the Guarantors may
guarantee the payment and performance of the Borrower when drawing against the
Incremental Commitment. The Guarantors have filed applications with each
Applicable PUC listed on SCHEDULE III sufficient for authority to guarantee the
Borrower's payment and performance when drawing against the Incremental
Commitment.

3. Each Company holds all FCC Licenses required by the FCC and
all other certificates or licenses required by any Applicable PUC for the
construction and operation, in accordance with the Communications Act and the
PUC Laws, of each of its Network Facilities. All of the certificates and
licenses are duly and validly held by the applicable Company, and all such
certificates and licenses are in full force and effect without conditions,
other than such conditions that are generally applicable to such FCC Licenses
and other certificates and licenses.

4. The execution and delivery, and the performance and compliance
with the terms and provisions by each Company, of the Amended Credit Agreement
and Guaranties to which such Company is a party: (a) will not result in a
violation of the Communications Act or any PUC Laws: (b) will not cause any
cancellation, termination, revocation, forfeiture or material impairment of any
FCC or PUC authorization, certificate or license; and (c) will not require
further notice to or the approval of the FCC or any Applicable PUC, except in
the states where applications for authority are currently pending.

5. To the best of our knowledge based solely upon inquiry to the
Companies and review of records in our possession and the publicly available
files and records of the FCC, the ownership and operation by the Companies of
their Network Facilities and other business operations, are in compliance in
all material respects with the Communications Act (including, without
limitation, all FCC filing, reporting, prior approval and similar
requirements).

6. To the best of our knowledge based solely upon inquiry to the
Companies and review of records in our possession and the publicly available
files and records of the FCC and each Applicable PUC: (a) there is no
outstanding decree or order that has been issued by the FCC or any Applicable
PUC against any Company and no pending or threatened litigation, proceedings,
notice of violation, order to show cause, complaint, inquiry or investigation
before the FCC or any Applicable PUC relating to any Company or relating to its
Network Facilities or business operations that might result in cancellation,
termination, revocation, forfeiture or any material impairment of any of their
FCC or PUC authorizations, certificates, or licenses, or have any material
adverse effect upon, or cause material disruption to, any Company or the
ownership or operation of such Network Facilities or business operations; and
(b) no action has been taken by the FCC or any Applicable PUC which might now,
or after notice or lapse of time or both, result in a cancellation,
termination, revocation, forfeiture or any material impairment of any of their
FCC or PUC authorizations, certificates, or licenses, or have any material
adverse effect upon, or material disruption to, any Company or the ownership or
operation of their Network Facilities or business operations.

With respect to the opinions expressed in the first two sentences of
paragraph 3, we have relied upon representations made to us by the Companies,
to the effect that they have provided us with copies of all FCC

3 EXHIBIT G-2
<PAGE> 231
Licenses and PUC authorizations issued to the Companies and to the effect that
they have delivered to us all other certificates or other licenses issued or
granted by any Applicable PUC to the Companies and the Companies do not conduct
any intrastate operations in any state other than those listed in SCHEDULE IV
hereto, provided that no facts have come to our attention that would lead us to
reasonably conclude that reliance on such representations is unwarranted.

The opinions expressed in this letter are subject in all respects to
the following qualifications: (a) no opinion is rendered as to matters not
specifically referred to herein or to events which have not yet occurred and
under no circumstances are you to infer from anything stated or not stated
herein any opinion with respect thereto; and (b) except as expressly provided
herein, all opinions expressed in this letter are limited solely to the effect
on the Loan Papers of the rules and regulations of the FCC and Applicable PUCs,
and we express no opinion as to the effect of any other federal or state
statute or equitable doctrine or of the regulations of any other agencies or
administrative body, or to the effect of any laws, rules or regulations imposed
by any foreign nation (including, without limitation, the laws of Canada). We
are admitted to the District of Columbia Bar and, with respect to any matters
concerning the law of the States of Alabama, Arizona, Arkansas, California,
Colorado, Connecticut, Delaware, Florida, Georgia, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan,
Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New
Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma,
Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee,
Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin and
Wyoming, we draw your attention to the fact that the members of the firm
involved in the preparation of this opinion letter are not admitted to the Bars
of those States and are not experts in the laws of those jurisdictions, and
that any such opinions concerning the laws of such States are based upon our
reasonable familiarity with the common carrier telecommunications laws of such
States as a result of our prior involvement in matters concerning such laws as
they pertain to compliance with common carrier telecommunications regulatory
requirements concerning the approvals and notices required for borrowing by
common carriers of telecommunications services. This opinion is given as of
the date hereof, and we assume no obligation to assess the likelihood of, or to
update or supplement this opinion to reflect, any facts or circumstances that
may hereafter occur or come to our attention, other than the denial by any
Applicable PUC of any of the applications listed on SCHEDULE III attached
hereto.

At the request of our clients, this opinion letter is provided to the
Administrative Agent, the Agents, the Co- Agents, the Lenders and Haynes and
Boone, LLP, by us in our capacity as special communications regulatory counsel
to the Companies and may not be relied upon by any Person for any purpose other
than in connection with the transactions contemplated by the Loan Papers
without, in each instance, our prior written consent, except that it may be
relied upon as of the date hereof by any successor or permitted assignee or
participant of the Lenders as provided in the Loan Papers.

Very truly yours,

KELLEY DRYE & WARREN LLP

By:
-------------------------------------------
Brad E. Mutschelknaus
Member of the Firm

4 EXHIBIT G-2
<PAGE> 232
SCHEDULE I
WORLDCOM SUBSIDIARIES

Biz-Tel Corporation
Com Systems, Inc.
Digital Communications of America, Inc.
Healan Communications, Inc.
IDB WorldCom, Inc.
IDB WorldCom Services, Inc.
IDB Media Group, Inc.
International Computer Systems, Inc.
ITC Tele-Services, Inc.
LDDS Corporation
Military Communications Center, Inc.
Touch 1 Long Distance, Inc.
TransCall America, Inc.
Virginia WorldCom, Inc.
WorldCom Federal Systems, Inc.
WorldCom Network Services, Inc.
WorldCom Caribbean, Inc.
WorldCom International, Inc.

EXHIBIT G-2
<PAGE> 233
SCHEDULE II

APPLICABLE PUCS

<TABLE>
<S> <C>
Alabama Public Service Commission New Hampshire Public Utilities
Arizona Corporation Commission Commission
Arkansas Public Service Commission New Jersey Board of Public Utilities
California Public Utilities Commission New Mexico State Corporation
Colorado Public Utilities Commission Commission
Connecticut Department of Public Utility New York Department of Public
Control Service
Delaware Public Service Commission North Carolina Utilities Commission
Florida Public Service Commission North Dakota Public Service
Georgia Public Service Commission Commission
Idaho Public Utilities Commission Ohio Public Utilities Commission
Illinois Commerce Commission Oklahoma Corporation Commission
Indiana Utility Regulatory Commission Oregon Public Utility Commission
Iowa Utilities Board Pennsylvania Public Utility Commission
Kansas State Corporation Commission Rhode Island Public Utilities
Kentucky Public Service Commission Commission
Louisiana Public Service Commission South Carolina Public Service
Maine Public Utilities Commission Commission
Maryland Public Service Commission South Dakota Public Utilities
Massachusetts Department of Public Utilities Commission
Michigan Public Service Commission Tennessee Public Service Commission
Minnesota Public Utilities Commission Texas Public Utility Commission
Mississippi Public Service Commission Utah Public Service Commission
Missouri Public Service Commission Vermont Public Service Board
Montana Public Service Commission Virginia State Corporation Commission
Nebraska Public Service Commission Washington Utilities and Transportation
Nevada Public Service Commission Commission
West Virginia Public Service
Commission
Wisconsin Public Service Commission
Wyoming Public Service Commission
</TABLE>

EXHIBIT G-2
<PAGE> 234
SCHEDULE III

PUC CREDIT FACILITY AUTHORIZATIONS

===============================================================================
STATE AUTHORIZATIONS

STATE DOCKET NO. DATE GRANTED
- -------------------------------------------------------------------------------
ARKANSAS 96-186-U Pending
- -------------------------------------------------------------------------------
DELAWARE 96-130 Pending
- -------------------------------------------------------------------------------
INDIANA 40499 Pending
- -------------------------------------------------------------------------------
KANSAS 194,732-U Pending
- -------------------------------------------------------------------------------
KENTUCKY 96-261 Pending
- -------------------------------------------------------------------------------
NEBRASKA C-1357 Pending
- -------------------------------------------------------------------------------
NEW YORK 96-C-0509 Pending
- -------------------------------------------------------------------------------
NORTH CAROLINA P-283, Sub 13 Pending
- -------------------------------------------------------------------------------
PENNSYLVANIA S-00950568 Pending
- -------------------------------------------------------------------------------
WEST VIRGINIA 96-0624-T-PC Pending
===============================================================================

EXHIBIT G-2
<PAGE> 235
SCHEDULE IV

<TABLE>
<S> <C>
Alabama Nebraska
Arizona Nevada
Arkansas New Hampshire
California New Jersey
Colorado New Mexico
Connecticut New York
Delaware North Carolina
Florida North Dakota
Georgia Ohio
Idaho Oklahoma
Illinois Oregon
Indiana Pennsylvania
Iowa Rhode Island
Kansas South Carolina
Kentucky South Dakota
Louisiana Tennessee
Maine Texas
Maryland Utah
Massachusetts Vermont
Michigan Virginia
Minnesota Washington
Mississippi West Virginia
Missouri Wisconsin
Montana Wyoming
</TABLE>

EXHIBIT G-2
<PAGE> 236
EXHIBIT G-3

FORM OF OPINION OF SPECIAL NEW YORK AND DELAWARE COUNSEL
[BRYAN CAVE]

June 28, 1996

NationsBank of Texas, N.A.,
as Administrative Agent

Bank of America Illinois, The Bank
of New York, The Bank of Nova Scotia,
CIBC, Inc., Chemical Bank, Credit Lyonnais
New York Branch, First Union National Bank
of North Carolina, The Industrial Bank
of Japan, Limited, Atlanta Agency, The
First National Bank of Chicago, The Long-Term
Credit Bank of Japan, Limited, New York Branch,
Toronto Dominion (Texas), Inc., and
Wachovia Bank of Georgia, N.A.,
as Agents

Each of the Lenders named in Schedule 2.1 attached to the Credit Agreement
referred to below

Ladies and Gentlemen:

We have acted as special New York counsel to WorldCom, Inc., a
Georgia corporation (the "BORROWER"), in connection with the negotiation,
preparation, and execution of the Amended and Restated Credit Agreement, dated
as of June 28, 1996 (the "CREDIT AGREEMENT") among the Borrower, the lenders
named on Schedule 2.1 thereto (the "LENDERS"), NationsBank of Texas, N.A., as
administrative agent for itself and the other Lenders ("ADMINISTRATIVE AGENT"),
and Bank of America Illinois, The Bank of New York, The Bank of Nova Scotia,
Canadian Imperial Bank of Commerce, Chemical Bank, Credit Lyonnais New York
Branch, First Union National Bank of North Carolina, The Industrial Bank of
Japan, Limited, Atlanta Agency, The First National Bank of Chicago, The
Long-Term Credit Bank of Japan, Limited, New York Branch, Toronto Dominion
(Texas), Inc., and Wachovia Bank of Georgia, N.A., as agents (the "AGENTS").

This opinion is furnished to you pursuant to Section 5.1 of
the Credit Agreement and Paragraphs 10 and 11 of Schedule 5.1 to the Credit
Agreement. Capitalized terms used but not otherwise defined herein shall have
the meanings given to them in the Credit Agreement.

For purposes of the opinions expressed herein, we have
examined the following documents:

(a) A copy of the Credit Agreement;

EXHIBIT G-3
<PAGE> 237
(b) A copy of each of the Notes;

(d) A copy of each of the Secretary's Certificates for
the corporations listed on Annex A hereto (the "DELAWARE GUARANTORS") and for
the Borrower dated as of the date hereof (collectively, the "SECRETARY'S
CERTIFICATES"), including the following exhibits appended to each such
Secretary's Certificates:

Exhibit A Certificate of Incorporation
Exhibit B Certificate of Good Standing (State of Delaware)
Exhibit C By-Laws
Exhibit D Authorizing Resolutions/Unanimous Written Consents

The documents described under Paragraphs (a) through (c) above
are sometimes collectively referred to herein as the "TRANSACTION DOCUMENTS".
We have not made any independent investigation or inquiries as to (i) the
accuracy or completeness of any factual matters contained in the exhibits or
schedules to any of the Transaction Documents, (ii) any other instruments or
other documents delivered by the Borrower and/or any of the Delaware Guarantors
in connection with any of the Transaction Documents, or (iii) title to, or
ownership of any property, real or personal, or the compliance or
non-compliance of such properties with applicable laws, regulations and codes.

In rendering this opinion, we have assumed the accuracy of,
and we have relied as to matters of fact upon, the representations and
warranties made by the Borrower and the Delaware Guarantors in the Transaction
Documents insofar as they relate to factual matters and upon factual
representations as to certain matters contained in the Secretary's Certificates
and other certificates signed by officers of the Borrower, the Delaware
Guarantors and certain of the other Companies. We have assumed, and we have
relied upon, (i) the genuineness of all signatures on documents, instruments
and certificates reviewed by us, (ii) the accuracy and authenticity of all
documents, instruments and certificates reviewed by us, (iii) the legal
competence of all natural persons who are signatories thereto, (iv) the
conformity to authentic original documents of all documents, instruments and
certificates submitted to us as certified, conformed or photostatic copies, and
(v) the due execution and delivery of all documents (other than the Transaction
Documents) where due execution and delivery are a prerequisite to the
effectiveness thereof. We have further assumed that the Credit Agreement has
been duly authorized, executed and delivered by the Administrative Agent, the
Agents and the Lenders and that the Administrative Agent, the Agents and the
Lenders have the requisite corporate power and authority to execute, deliver
and perform the Credit Agreement.

Based on the foregoing and in reliance thereon, and subject to
the assumptions, exceptions, limitations and qualifications set forth in this
opinion, we are of the opinion that:

VIII. Each of the Transaction Documents constitute the
valid and legally binding obligation of each Company purporting to have
executed same, enforceable against each such Company in accordance with its
terms.

IX. Based solely on the certificates of corporate good
standing issued by the Secretary of State of the State of Delaware and
identified above as Exhibit B to each of the Secretary's Certificates, each
Delaware Guarantor is a corporation validly existing and in good standing under
the laws of the State of Delaware.

2 EXHIBIT G-3
<PAGE> 238
X. Each Delaware Guarantor has the requisite corporate
power and authority to execute, deliver and perform the Guaranty to which it is
a party.

XI. To the best of our knowledge, the execution, delivery
and performance by each Delaware Guarantor of the Guaranty to which it is a
party do not require the consent or authorization of, or filing with, any
Delaware Governmental Authority.

XII. The execution, delivery and performance by each of
the Delaware Guarantors of the Guaranty will not violate any applicable Law of
the State of New York or the General Corporation Law of the State of Delaware,
except for any such violations which could not reasonably be expected to cause,
either individually or in the aggregate, a Material Adverse Event.

XIII. The execution, delivery and performance by the
Borrower of each of the Transaction Documents to which it is a party will not
violate any applicable Law of the State of New York, except for any such
violations which could not reasonably be expected to cause, either individually
or in the aggregate, a Material Adverse Event.

XIV. Each Guaranty has been duly authorized, executed and
delivered by the Delaware Guarantor which is a party thereto.

XV. No Company is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

XVI. No Company is a "holding company" or a "subsidiary
company" of a "holding company" within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

XVII. No Company is subject to regulation under the
Interstate Commerce Act, as amended.

XVIII. The application of the proceeds of the Borrowings by
the Borrower in accordance with the terms of the Credit Agreement will not
violate Regulation U.

This opinion is subject to the additional exceptions,
limitations and qualifications set forth below:

Enforceability of the Transactions Documents are subject to:

(1) the effect of bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting the
rights and remedies of creditors generally, including:

(a) the United States Bankruptcy Code of 1978, as
amended, and thus comprehends, among others, matters
of turn-over, automatic stay, avoiding powers,
fraudulent transfer, preference, discharge,
conversion of a non-recourse obligation into a
recourse claim, limitations on ipso facto and
anti-assignment clauses and the coverage of
pre-petition security agreements applicable to
property acquired after a petition is filed.

3 EXHIBIT G-3
<PAGE> 239
(b) all other federal and state bankruptcy, insolvency,
reorganization, receivership, moratorium, arrangement
and assignment for the benefit of creditors laws that
affect the rights and remedies of creditors
generally.

(d) judicially developed doctrines relevant to any of the
foregoing laws, such as substantive consolidation of
entities.

(2) the effect of general principles of equity, whether applied by
a court of law or equity, including principles:

(a) governing the availability of specific performance,
injunctive relief or other equitable remedies, which
generally place the award of such remedies, subject
to certain guidelines, in the discretion of the court
to which application for such relief is made.

(b) affording equitable defenses (e.g., waiver, laches
and estoppel) against a party seeking enforcement.

(c) requiring good faith and fair dealing in the
performance and enforcement of a contract by the
party seeking its enforcement.

(d) requiring reasonableness in the performance and
enforcement of an agreement by the party seeking
enforcement of the contract.

(e) requiring consideration of the materiality of a
breach and the consequences of the breach to the
party seeking enforcement.

(f) requiring consideration of the impracticability or
impossibility of performance at the time of attempted
enforcement.

(g) affording defenses based upon the unconscionability
of the enforcing party's conduct after the parties
have entered into the contract.

(3) the effect of generally applicable rules of law that:

(a) limit or affect the enforcement of provisions of a
contract that purport to require waiver of the
obligations of good faith, fair dealing, diligence
and reasonableness.

(b) provide that forum selection clauses in contracts are
not necessarily binding on the court(s) in the forum
selected.

(d) limit the right of a creditor to use force or cause a
breach of the peace in enforcing rights.

4 EXHIBIT G-3
<PAGE> 240
(e) limit the enforceability of provisions releasing,
exculpating or exempting a party from, or requiring
indemnification of a party for, liability for its own
action or inaction, to the extent public policy
limits the enforceability of such indemnification or
the action or inaction involves gross negligence,
recklessness, willful misconduct or unlawful conduct.

(f) may, where less than all of a contract may be
unenforceable, limit the enforceability of the
balance of the contract to circumstances in which the
unenforceable portion is not an essential part of the
agreed exchange.

(g) govern and afford judicial discretion regarding the
determination of damages and entitlement to
attorneys' fees and other costs.

(h) may permit a party who has materially failed to
render or offer performance required by the contract
to cure that failure unless (A) permitting a cure
would unreasonably hinder the aggrieved party from
making substitute arrangements for performance, or
(B) it was important in the circumstances to the
aggrieved party that performance occur by the date
stated in the contract.

(i) may limit the enforceability of the Guaranties to the
extent that, absent the consent of the Delaware
Guarantors, the terms of the Obligation are
materially modified in a manner that results in
increased risk to the Delaware Guarantors under the
Guaranties.

(j) limit the enforceability of any clause requiring
additional interest or additional payments upon
default.

(k) limit the enforceability of any clause authorizing
the exercise of set-off rights absent prior notice
and demand.

Whenever the phrase "to the best of our knowledge" or a
similar phrase is used herein in connection with any matter, such phrase means
that (i) we have made inquiry of an executive officer of the Borrower and have
done so without independent investigation, and (ii) we have inquired of those
attorneys in our office who have spent significant time representing the
Borrower in connection with this transaction as to their actual present
knowledge of such matters. Unless otherwise specifically indicated, we have
not undertaken any independent investigation to determine the existence or
absence of such facts, and no inference as to our knowledge of the existence of
such facts should be drawn from the fact of our representation of the Borrower
and the Delaware Guarantors in this or other instances.

We express no opinion as to the enforceability of (i) any
waiver of jury trial, or any waiver of any statutory or constitutional rights,
or (ii) the choice of law provisions in any of the Transaction Documents in
courts sitting in jurisdictions other than the State of New York. We express
no opinion as to any titles, estates, or interests of the Borrower or any
Delaware Guarantor in and to any properties, real or personal, fee or
leasehold. We express no opinion as to (x) the enforceability of any waiver of
any statutory right and (y) the enforceability of the provisions found under
clauses A, B, C, E, F and G of Section 11.10 of the Credit Agreement. With
respect to our opinions provided under numbered paragraphs 8, 9 and 10 above,
we have assumed that the business of the Companies is limited to the provision
of long distance telecommunications services through a digital fiber optic and
digital

5 EXHIBIT G-3
<PAGE> 241
microwave network, and that the Companies, individually and collectively, are
engaged in no other line of business. In rendering the opinion expressed in
numbered paragraph 2 above, we have made no additional investigation after the
respective dates of the good standing certificates referenced in that
paragraph.

We express no opinion on any other matters pertaining to the
transactions contemplated by or related to the Transaction Documents, except as
hereinabove specifically provided, and no further or other opinion shall be
implied. The opinion above is subject to each and every assumption, exception,
qualification and limitation, factual or legal, set forth herein. The matters
set forth herein or upon which this opinion is based are as of the date hereof,
and we hereby undertake no, and disclaim any, obligation to advise the
Administrative Agent, the Agents or any Lender of any change in any matters set
forth herein or any matters upon which this opinion is based.

We are qualified to practice law in the State of New York, and
we do not purport to be experts on, or to express any opinion concerning, any
laws other than the laws of the State of New York and the General Corporation
Law of the State of Delaware. The opinions above are subject to this
limitation in all respects. We express no opinion as to any matters involving
the Federal Communications Commission and state public utility commissions or
analogous regulatory or governmental authorities or the laws, rules, or
regulations relating to any regulatory matters affecting the companies, as we
understand you will rely solely on special regulatory counsel to the Companies
for such matters.

This opinion is addressed solely for your use in connection
with the transactions contemplated by the Credit Agreement, and no Person other
than the Administrative Agent, each Agent, each Lender, each assignee which
hereafter becomes a Lender in accordance with the terms of the Credit
Agreement, and the law firm of Haynes and Boone, L.L.P., is entitled to rely
hereon without our prior written consent.

Very truly yours,

BRYAN CAVE LLP

6 EXHIBIT G-3
<PAGE> 242
Annex A

LDDS Corporation
Military Communications Center, Inc.
WorldCom Network Services, Inc.
IDB Media Group, Inc.
IDB WorldCom, Inc.
IDB WorldCom Services, Inc.
WorldCom Federal Systems, Inc.
WorldCom International, Inc.

7 EXHIBIT G-3
<PAGE> 243
EXHIBIT G-4

FORM OF OPINION OF SPECIAL ALABAMA COUNSEL
[RUSHTON, STAKELY, JOHNSTON & GARRETT]

June 28, 1996

NationsBank of Texas, N.A.,
as Administrative Agent

Bank of America Illinois, The Bank
of New York, The Bank of Nova Scotia,
Canadian Imperial Bank of Commerce,
Chemical Bank, Credit Lyonnais New York Branch,
First Union National Bank of North Carolina,
The Industrial Bank of Japan, Limited, Atlanta
Agency, The First National Bank of Chicago,
The Long-Term Credit Bank of Japan, Limited,
New York Branch, Toronto Dominion (Texas),
Inc., and Wachovia Bank of Georgia, N.A.,
as Agents

The Lenders Named Below

Re: Amended and Restated Credit Agreement for WorldCom, Inc.

Gentlemen:

We have acted as special Alabama counsel to Touch 1 Long Distance,
Inc., an Alabama corporation (the "GUARANTOR"), and a direct subsidiary of
WorldCom, Inc., a Georgia corporation ("BORROWER"), in connection with the
preparation and execution of the Guaranty Agreement (the "GUARANTY") required
to be delivered by Guarantor described in and pursuant to that certain Amended
and Restated Credit Agreement (the "CREDIT AGREEMENT') dated as of June 28,
1996, among Borrower, the lenders named on Schedule 2.1 thereto ("LENDERS"),
NationsBank of Texas, N.A., as administrative agent for itself and the other
Lenders ("ADMINISTRATIVE AGENT"), and, Bank of America Illinois, The Bank of
New York, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Chemical
Bank, Credit Lyonnais New York Branch, First Union National Bank of North
Carolina, The Industrial Bank of Japan, Limited, Atlanta Agency, The First
National Bank of Chicago, The Long-Term Credit Bank of Japan, Limited, New York
Branch, Toronto Dominion (Texas), Inc., and Wachovia Bank of Georgia, N.A. as
agents ("AGENTS"). This opinion is delivered pursuant to Section 5.1 of and
Item 11 on Schedule 5.1 to the Credit Agreement. Unless otherwise defined
herein or the context hereof otherwise requires, each term used herein with its
initial letter capitalized has the meaning given to such term in the Credit
Agreement.

In reaching the conclusions expressed in this opinion, we have examined
such certificates of public officials and of officers of the Guarantor, other
documents, and matters of law as we deemed necessary or appropriate, including,
without limitation, originals or copies of the Guaranty, the Credit Agreement
and such of the Exhibits and Schedules to the Credit Agreement as are relevant
to the opinions expressed herein.

EXHIBIT G-4
<PAGE> 244
Based upon the foregoing, we are of the opinion that:

1. The Guarantor (a) is a corporation validly existing, and in
good standing under the Laws of the State of Alabama, and (b) possesses all
requisite corporate authority and power to execute, deliver, and comply with
the terms of the Guaranty, which has been duly authorized and approved by all
necessary corporate action and for which, to the best of our knowledge based on
applicable laws, no approval or consent of any Person or Governmental Authority
is required which has not been obtained (it being understood that, for purposes
of this opinion, the FCC and the Alabama PUC are not included within the term
"Governmental Authority," opinions as to consents and approvals of such
"Governmental Authorities" having been supplied by other counsel).

2. The Guaranty has been duly executed and delivered and
evidences the valid and legally binding obligation of the Guarantor,
enforceable in accordance with its terms, except as the enforcement thereof may
be limited by Debtor Relief Laws and except that the remedies available with
respect thereto may be subject to general principles of equity (regardless of
whether such remedies are sought in a proceeding in equity or at law) and
except that, as to any corporate party seeking enforcement or remedies in
Alabama under the Guaranty, if such corporate party should be required to be
qualified to conduct business in Alabama but is not so qualified, the Guaranty
may be voidable at the election of the Alabama resident or the Alabama
corporate party and may not, as to such unqualified corporate party seeking
enforcement, be enforceable. With regard to the latter exception to our
opinion as to enforceability of the Guaranty, we are of the opinion that
neither the Guaranty by the Guarantor in favor of the Administrative Agent, the
Agents or the Lenders named in the Credit Agreement nor the performance of the
transactions contemplated to be performed by the Administrative Agent, the
Agents and the Lenders under the Credit Agreement will constitute "doing
business" in Alabama so as to require qualification to transact business in
Alabama by any of those parties.

This opinion is limited in all respects to the laws of the State of
Alabama and the federal Laws of the United States of America. We note that the
Guaranty is, by its terms, to be governed by the laws of the State of New York.
Accordingly, for purposes of rendering the opinion set forth in paragraph 2 as
to the enforceability of the Guaranty, we have assumed that the substantive
laws of the State of New York are identical to the substantive laws of the
State of Alabama. For purposes of rendering the opinions set forth in
paragraph 2, we have also assumed execution and delivery of the Guaranty by the
Administrative Agent, the Agents, or the Lenders.

Administrative Agent, each Agent, each Lender, and each assignee and
participant under the Credit Agreement, and the law firm of Haynes and Boone,
L.L.P. shall be entitled to rely upon this opinion.

Respectfully submitted,

2 EXHIBIT G-4
<PAGE> 245
EXHIBIT G-5

FORM OF OPINION OF SPECIAL CALIFORNIA COUNSEL
[BRYAN CAVE]

June 28, 1996

NationsBank of Texas, N.A.,
as Administrative Agent

Bank of America Illinois, The Bank
of New York, The Bank of Nova Scotia,
Canadian Imperial Bank of Commerce,
Chemical Bank, Credit Lyonnais New
York Branch, First Union National Bank
of North Carolina, The Industrial Bank
of Japan, Limited, Atlanta Agency, The
First National Bank of Chicago, The Long-Term
Credit Bank of Japan, Limited, New York Branch,
Toronto Dominion (Texas), Inc., and
Wachovia Bank of Georgia, N.A.,
as Agents

The Lenders Referred to Herein

Amended and Restated Credit Agreement for WorldCom, Inc.

Ladies and Gentlemen:

We have acted as special California counsel to Com Systems,
Inc., a California corporation (the "CALIFORNIA GUARANTOR") in connection with
the Guaranty dated as of June 28, 1996 (the "GUARANTY"), delivered by the
California Guarantor pursuant to that certain Amended and Restated Credit
Agreement, dated as of June 28, 1996 (the "CREDIT AGREEMENT"), among WorldCom,
Inc., a Georgia corporation (the "BORROWER"), the lenders named on Schedule 2.1
thereto (the "LENDERS"), NationsBank of Texas, N.A., as administrative agent
for itself and the other Lenders, and Bank of America Illinois, The Bank of New
York, The Bank of Nova Scotia, CIBC, Inc., Chemical Bank, Credit Lyonnais New
York Branch, First Union National Bank of North Carolina, The Industrial Bank
of Japan, Limited, Atlanta Agency, The First National Bank of Chicago, The
Long-Term Credit Bank of Japan, Limited, New York Branch, Toronto Dominion
(Texas), Inc., and Wachovia Bank of Georgia, N.A., as agents.

This opinion is furnished to you pursuant to Section 5.1 and
Item 11 of Schedule 5.1 to the Credit Agreement. Capitalized terms used but
not otherwise defined herein shall have the meanings given to them in the
Credit Agreement.

For purposes of the opinions expressed herein, we have
examined the following documents:

EXHIBIT G-5
<PAGE> 246
(a) A copy of the Credit Agreement;

(b) A copy of each of the Notes;

(d) A copy of the Secretary's Certificate for the
California Guarantor dated as of the date hereof ("SECRETARY'S CERTIFICATE"),
including the following exhibits appended to the Secretary's Certificate:

Exhibit A Articles of Incorporation
Exhibit B Certificate of Good Standing (State of California)
Exhibit C By-Laws
Exhibit D Authorizing Resolutions/Unanimous Written Consents

The documents described under Paragraphs (a) through (c) above
are sometimes collectively referred to herein as the "TRANSACTION DOCUMENTS."
We have not made any independent investigation or inquiries as to (i) the
accuracy or completeness of any factual matters contained in the exhibits or
schedules to any of the Transaction Documents, (ii) any other instruments or
other documents delivered by the Borrower and/or the California Guarantor or
any other parties in connection with any of the Transaction Documents, or (iii)
title to, or ownership of any property, real or personal, or the compliance or
non-compliance of such properties with applicable laws, regulations and codes.

In rendering this opinion, we have assumed the accuracy of,
and we have relied as to matters of fact upon, the representations and
warranties made by the Borrower, the California Guarantor and other Guarantors
in the Transaction Documents insofar as they relate to factual matters and upon
factual representations as to certain matters contained in the Secretary's
Certificate and other certificates signed by officers of the California
Guarantor. We have assumed, and we have relied upon, (i) the genuineness of
all signatures on all documents, instruments and certificates reviewed by us,
(ii) the accuracy and authenticity of all documents, instruments and
certificates reviewed by us, (iii) the legal competence of all natural persons
who are signatories thereto, (iv) the conformity to authentic original
documents of all documents, instruments and certificates submitted to us as
certified, conformed or photostatic copies, and (v) the due execution and
delivery of all documents (other than the Transaction Documents) where due
execution and delivery are a prerequisite to the effectiveness thereof. We have
assumed the due authorization, execution and delivery of each of the
Transaction Documents by or on behalf of each party thereto (other than the
California Guarantor), the corporate power and authority of each such party
(other than the California Guarantor) to enter into and perform its obligations
under each such document, and the binding effect thereof as against each such
party (other than the California Guarantor).

Based on the foregoing and in reliance thereon, and subject to
the assumptions, exceptions, limitations and qualifications set forth in this
opinion, we are of the opinion that:

1. Based solely on the certificate of corporate good
standing issued by the Secretary of State of the State of California and
identified above as Exhibit B to the Secretary's Certificate, the California
Guarantor is a corporation validly existing and in good standing under the laws
of the State of California.

2. The California Guarantor has the requisite corporate
power and authority to execute, deliver and perform its obligations under the
Guaranty.

2 EXHIBIT G-5
<PAGE> 247
3. To the best of our knowledge, the execution, delivery
and performance by the California Guarantor of the Guaranty does not require
the consent or authorization of, or filing with, any California Governmental
Authority.

4. The execution, delivery and performance by the
California Guarantor of the Guaranty will not violate any applicable Law of the
State of California, except for any such violations which could not reasonably
be expected to cause, either individually or in the aggregate, a Material
Adverse Event.

5. The Guaranty has been duly authorized, executed and
delivered by the California Guarantor.

6. If the Guaranty were governed by the laws of the
State of California, the Guaranty would constitute the valid and legally
binding obligation of the California Guarantor, enforceable against the
California Guarantor in accordance with its terms.

This opinion is subject to the additional exceptions,
limitations and qualifications set forth below:

A. Enforceability of the Transactions Documents are
subject to:

(1) the effect of bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar
laws affecting the rights and remedies of creditors generally,
including:

(a) the United States Bankruptcy Code of
1978, as amended, and thus comprehends, among others, matters
of turn-over, automatic stay, avoiding powers, fraudulent
transfer, preference, discharge, conversion of a non-recourse
obligation into a recourse claim, limitations on ipso facto
and anti-assignment clauses and the coverage of pre-petition
security agreements applicable to property acquired after a
petition is filed.

(b) all other federal and state
bankruptcy, insolvency, reorganization, receivership,
moratorium, arrangement and assignment for the benefit of
creditors laws that affect the rights and remedies of
creditors generally.

(d) judicially developed doctrines
relevant to any of the foregoing laws, such as substantive
consolidation of entities.

(2) the effect of general principles of equity,
whether applied by a court of law or equity, including
principles:

(a) governing the availability of
specific performance, injunctive relief or other equitable
remedies, which generally place the award of such remedies,
subject to certain guidelines, in the discretion of the court
to which application for such relief is made.

(b) affording equitable defenses (e.g.,
waiver, laches and estoppel) against a party seeking
enforcement.

3 EXHIBIT G-5
<PAGE> 248
(c) requiring good faith and fair
dealing in the performance and enforcement of a contract by
the party seeking its enforcement.

(d) requiring reasonableness in the
performance and enforcement of an agreement by the party
seeking enforcement of the contract.

(e) requiring consideration of the
materiality of a breach and the consequences of the breach to
the party seeking enforcement.

(f) requiring consideration of the
impracticability or impossibility of performance at the time
of attempted enforcement.

(g) affording defenses based upon the
unconscionability of the enforcing party's conduct after the
parties have entered into the contract.

(3) the effect of generally applicable rules of
law that:

(a) limit or affect the enforcement of
provisions of a contract that purport to require waiver of the
obligations of good faith, fair dealing, diligence and
reasonableness.

(b) provide that forum selection clauses
in contracts are not necessarily binding on the court(s) in
the forum selected.

(d) limit the right of a creditor to use
force or cause a breach of the peace in enforcing rights.

(e) limit the enforceability of
provisions releasing, exculpating or exempting a party from,
or requiring indemnification of a party for, liability for its
own action or inaction, to the extent public policy limits the
enforceability of such indemnification or the action or
inaction involves gross negligence, recklessness, willful
misconduct or unlawful conduct.

(f) may, where less than all of a
contract may be unenforceable, limit the enforceability of the
balance of the contract to circumstances in which the
unenforceable portion is not an essential part of the agreed
exchange.

(g) govern and afford judicial
discretion regarding the determination of damages and
entitlement to attorneys' fees and other costs.

(h) may permit a party who has
materially failed to render or offer performance required by
the contract to cure that failure unless (A) permitting a cure
would unreasonably hinder the aggrieved party from making
substitute arrangements for performance, or (B) it was
important in the circumstances to the aggrieved party that
performance occur by the date stated in the contract.

4 EXHIBIT G-5
<PAGE> 249
B. We note the following:

(1) California law provides that a court may
refuse to enforce, or may limit the application of, a contract
or any clause thereof that the court finds as a matter of law
to have been unconscionable at the time it was made or
contrary to public policy. In addition, certain California
court decisions, invoking statutes or principles of equity,
have held that certain covenants and provisions of agreements
(including, but not limited to, those relating to any
acceleration of the maturity of indebtedness) are
unenforceable where (x) the breach of such covenants or
provisions imposes restrictions or burdens on the debtor and
it cannot be demonstrated that the enforcement of such
restrictions or burdens is reasonably necessary for the
protection of the creditor, or (y) the creditor's enforcement
of such covenants or provisions under the circumstances would
violate the creditor's implied covenant of good faith and fair
dealing.

(2) Under certain circumstances, provisions
expressly or by implication waiving broadly or vaguely stated
rights, unknown future rights, defenses to obligations or
rights granted by law may be unenforceable under California
law or court decisions, where such waivers are against public
policy or prohibited by law.

(3) Under certain circumstances, a California
court may not enforce provisions providing that rights or
remedies are not exclusive, that every right or remedy is
cumulative and may be exercised in addition to or with any
other right or remedy, that election of a particular remedy or
remedies does not preclude recourse to one or more other
remedies, that any right or remedy may be exercised without
notice, or that failure to exercise or delay in exercising
rights or remedies will not operate as a waiver of any such
right or remedy.

(4) Section 1717 of the California Civil Code
provides that, where a contract permits one party to a
contract to recover attorneys' fees, the prevailing party in
any action to enforce any provision of the contract shall be
entitled to recover its reasonable attorneys' fees.

(5) Under certain circumstances, a California
court may not enforce provisions imposing penalties,
forfeitures, late payment charges or an increase in interest
rate upon delinquency in payment or the occurrence of a
default.

(6) Under certain circumstances, a California
court may refuse to enforce contractual provisions with
respect to self-help or summary remedies without notice or
opportunity for hearing or correction.

C. California law may limit a guarantor's obligations in
certain circumstances if the creditor materially alters the original obligation
of the debtor or impairs or suspends the remedies or rights of the creditor
against the debtor in respect thereto without the consent of the guarantor. We
express no opinion with respect to the effect of (i) any modification to or
amendment of the obligations under the Guaranty of the Borrower (as therein
defined) which materially increases such obligations, (ii) any election of
remedies following the occurrence of a breach or default by the Borrower with
respect to its primary obligations under the Transaction Documents or any other
action by Lenders which materially prejudices the California Guarantor, if such
modification, election or action occurs without notice to the California
Guarantor and without granting to the California Guarantor an opportunity to
cure any default by Borrower. In addition, under certain circumstances, a
guaranty executed by a subsidiary of a corporate

5 EXHHIBIT G-5
<PAGE> 250
debtor may not be enforced as an obligation separate from the obligation
guaranteed if it is determined that the debtor is merely an alter ego or
nominee of the guarantor and that the "true" debtor is the guarantor. If the
guarantor is deemed to be liable as a principal, it is likely that the
guarantor will also be entitled to the rights and defenses otherwise available
to a principal.

D. We have assumed that the usury laws of New York and
not those of the State of California will be applied to each of the Transaction
Documents. While the matter is not free from doubt, we believe that, a
California court, or a federal court sitting in the State of California would,
more likely than not, uphold the New York choice of law contained in Section
11.7 of the Credit Agreement and Section 20 of the Guaranty, consistent with
the foregoing assumption. In forming this belief, we have relied upon our
understanding that (i) all substantive negotiations with respect to the Credit
Agreement and the Guaranty were held in the State of New York or states other
than the State of California, (ii) the Transaction Documents are being executed
and delivered outside the State of California and provide for a Closing outside
California, (iii) the Credit Agreement and the Guaranty call for performance by
the Borrower and the California Guarantor outside the State of California, and
(iv) the parties to the Transaction Documents chose New York law to govern for
valid business reasons and not as a device to evade application of the usury
laws of the State of California or any other substantive law or public policy
of the State of California. We have also assumed a court asked to determine
the issue would not perceive the State of California as having a materially
greater interest than the State of New York in having its own usury laws
applied to the Transaction Documents.

E. We have assumed that any party having rights under
the Guaranty which is qualified to do business in the State of California or is
otherwise required to qualify to do business in the State of California has
timely filed all franchise or income tax returns required to be filed in the
State of California and timely paid all California franchise or income taxes as
may be due.

F. We express no opinion as to (i) the applicability or
effect of any provisions of any securities laws to the Transaction Documents
and the Guaranty or the transactions contemplated thereby, (ii) the
enforceability of any provision providing for indemnification insofar as such
indemnification would violate public policy, (iii) the enforceability of the
Guaranty to the extent that it purports to impose interest on moneys owing
thereunder or under the Transaction Documents after the commencement of a case
under the United States Bankruptcy Code, (iv) the enforceability of any
"offset" clause or other provision permitting the compensation or satisfaction
of a claim from sources not directly subject to the primary obligations
underlying the Transaction Documents, (v) the enforcement of the provisions
found under clauses A, B, C, E, F and G of Section 11.10 of the Credit
Agreement.

G. We express no opinion as to the effect of any Federal
or California laws regarding fraudulent transfers or conveyances, including
without limitation as to the effect thereof on the validity, binding effect or
enforceability of the Guaranty.

6 EXHIBIT G-5
<PAGE> 251
We express no opinion as to the enforceability of (i) any
waiver of jury trial, or any waiver of any statutory or constitutional rights,
or (ii) the choice of law provisions in any of the Transaction Documents in
courts sitting in jurisdictions other than the State of California. We express
no opinion as to any titles, estates, or interests of the California Guarantor
in and to any properties, real or personal, fee or leasehold. In rendering the
opinion expressed in numbered paragraph 1 above, we have made no additional
investigation after the date of the good standing certificate referred to in
that paragraph.

We are qualified to practice law in the State of California,
and we do not purport to express any opinion concerning, any laws other than
the laws of the State of California. The opinions above are subject to this
limitation in all respects. We express no opinion as to any matters involving
the Federal Communications Commission and California public utility commissions
or analogous regulatory or governmental authorities or the laws, rules, or
regulations relating to any regulatory matters affecting the Borrower, the
California Guarantor any other Guarantor, or the Lenders, as we understand you
will rely solely on special regulatory counsel to the Companies for such
matters.

Very truly yours,

BRYAN CAVE LLP

7 EXHIBIT G-5
<PAGE> 252
EXHIBIT G-6

FORM OF OPINION OF SPECIAL GEORGIA COUNSEL
[CASHIN MORTON & MULLINS]

June 28, 1996

NationsBank of Texas, N.A.,
as Administrative Agent

Bank of America Illinois, The Bank
of New York, The Bank of Nova Scotia,
Canadian Imperial Bank of Commerce,
Chemical Bank, Credit Lyonnais New
York Branch, First Union National Bank
of North Carolina, The Industrial Bank
of Japan, Limited, Atlanta Agency, The
First National Bank of Chicago, The Long-Term
Credit Bank of Japan, Limited, New York Branch,
Toronto Dominion (Texas), Inc., and
Wachovia Bank of Georgia, N.A.,
as Agents

The Lenders Named Below

Re: Amended and Restated Credit Agreement for WorldCom, Inc.

We have acted as special Georgia counsel to Transcall America, Inc.
and Healan Communications, Inc., each a Georgia corporation (the "GUARANTORS"),
and a direct or indirect subsidiary of WorldCom, Inc., a Georgia corporation
("BORROWER"), in connection with the preparation and execution of the Guaranty
Agreement required to be delivered by each Guarantor (the "GUARANTY") pursuant
to that certain Amended and Restated Credit Agreement (the "CREDIT AGREEMENT")
dated as of June 28, 1996, among Borrower, the lenders named on Schedule 2.1
thereto ("LENDERS"), NationsBank of Texas, N.A., as administrative agent for
itself and the other Lenders ("ADMINISTRATIVE AGENT"), and Bank of America
Illinois, The Bank of New York, The Bank of Nova Scotia, Canadian Imperial Bank
of Commerce, Chemical Bank, Credit Lyonnais New York Branch, First Union
National Bank of North Carolina, The Industrial Bank of Japan, Limited, Atlanta
Agency, The First National Bank of Chicago, The Long-Term Credit Bank of Japan,
Limited, New York Branch, Toronto Dominion (Texas), Inc., and Wachovia Bank of
Georgia, N.A., as agents ("AGENTS"). This opinion is delivered upon the
express instructions of the Guarantors pursuant to Section 5.1 and Item 11 on
Schedule 5.1 to the Credit Agreement. Unless otherwise defined herein or the
context hereof otherwise requires, each term used herein with its initial
letter capitalized has the meaning given to such term in the Credit Agreement.

In reaching the conclusions expressed in this opinion, we have
examined such certificates of public officials and of officers of the
Guarantors, other documents, and matters of law as we deemed necessary or
appropriate, including, without limitation, originals or copies of the Loan
Papers. We have also made, with your permission and without independent
investigation or verification, the following assumptions:

EXHIBIT G-6
<PAGE> 253
(a) all parties to the Loan Papers other than the Guarantors are
existing and in good standing under the laws of their respective jurisdictions
of organization, and possess all requisite corporate authority and power to
execute, deliver and comply with the terms of the Loan Papers;

(b) the execution and delivery of the Loan Papers have been duly
authorized and approved by all necessary corporate action and proceedings on
the part of all parties designated as signatories thereto other than the
Guarantors;

(c) the Loan Papers, including the Guaranty required to be
delivered by each Guarantor, have been duly executed and delivered by all
parties named as signatories thereto;

(d) the Loan Papers constitute the valid and binding obligations
of all parties designated as signatories thereto other than the Guarantors,
enforceable against such parties in accordance with their respective terms, and
the respective terms and provisions of each of the Loan Papers do not, and the
execution, delivery and performance thereof by each of the parties designated
as signatories thereto other than the Guarantors will not, violate or conflict
with the Certificate of Articles of Incorporation or Bylaws of such party, any
contract or indenture to which it is a party or by which it is created or
bound, or any law, order or decree of any court, administrative agency or other
governmental authority applicable to any such party, and no approval or consent
of any Person or Tribunal is required which has not been obtained;

(e) the copies of the Loan Papers submitted to us dated as of the
dates set forth above conform to the original executed Loan Papers, and all
such original Loan Papers bear the genuine signature of the person or persons
purported to have signed such original Loan Papers;

(f) the representations and warranties and the statements and
information contained in the Loan Papers are true and correct as to the factual
matters contained therein; and

(g) all transactions, covenants and conditions contemplated by the
Credit Agreement to have occurred at or prior to the date hereof have occurred
or have been waived.

Based upon the foregoing, we are of the opinion that:

1. Each Guarantor: (a) is a corporation validly existing and in
good standing under the Laws of the State of Georgia; and (b) possesses all
requisite corporate authority and power to execute, deliver, and comply with
the terms of the Guaranty, which has been duly authorized and approved by all
necessary corporate action and for which, to the best of our knowledge based on
applicable laws, no approval or consent of any Person or Tribunal is required
which has not been obtained.

2. The Guaranty has been duly executed and delivered and
evidences the valid and legally binding obligation of each Guarantor,
enforceable in accordance with its terms, except as the enforcement may be
limited by Debtor Relief Laws and except that the remedies available with
respect thereto may be subject to general principles of equity (regardless of
whether such remedies are sought in a proceeding in equity or at law).

This opinion is limited in all respect to the laws of the State of
Georgia and the Federal laws of the United States of America. We note that the
Guaranty is, by its terms, to be governed by the laws of the State of New York.
Accordingly, for purposes of rendering the opinion set forth in paragraph 2 as
to the enforceability of the Guaranty, we have assumed that the substantive
laws of the State of New York are identical to the substantive laws of the
State of Georgia.

2 EXHIBIT G-6
<PAGE> 254
The foregoing opinions are also subject to the following exceptions
and qualifications:

(a) we express no opinion with respect to the availability of the
remedies of specific performance or injunction, or other remedies requiring the
exercise of judicial discretion;

(b) we express no opinion as to the effect of the compliance or
noncompliance of Lenders with any state or federal laws or regulations
applicable to any Lender because of such Lender's legal or regulatory status or
the nature of such Lender's business;

(c) we express no opinion as to the enforceability of any
provisions contained in the Loan Papers that (i) purport to make void any act
done in contravention thereof, (ii) purport to authorize a party to act in its
sole discretion, (iii) relate to the effect of laws or regulations that may be
enacted in the future, (iv) require waivers or amendments to be made only in
writing or (v) purport to effect waivers of constitutional, statutory or
equitable rights or the effect of applicable laws;

(d) we express no opinion regarding the enforceability of the
waivers in the Loan Papers of the right to demand a trial by jury and with
respect to selection of a venue;

(e) we express no opinion as to the enforceability of any
provisions in the Loan Papers to the effect that the acceptance of a past due
installment or other performance by Borrower shall not be deemed a waiver of
the right to accelerate the indebtedness;

(f) we express no opinion as to the enforceability of any
provisions in the Loan Papers relating to (i) set off, (ii) self help or (iii)
evidentiary standards or other standards by which the Loan Papers are to be
construed;

(g) we express no opinion with regard to any provisions of the
Loan Papers whereby a party purports to indemnify another party against its own
negligence or misconduct;

(h) the choice of law provisions contained in the Loan Papers
should be upheld and enforced by Georgia courts or federal courts sitting in
and applying Georgia law except to the extent that the Loan Papers designate
the laws of the State of New York as dispositive on any issue and any such
court were to hold either that New York had no substantial relationship to the
parties or the transaction, that the applicability of New York law on such
issue would be contrary to Georgia public policy, or that such issue concerned
remedies in the province of the law of the forum;

(i) we call your attention to the Georgia criminal usury statute,
Section 7-4-18 of the Official Code of Georgia Annotated, whereby "Criminal
Usury" is defined as reserving, charging or taking for any loan or advance any
rate of interest "greater than 5 percent per month"; interest is defined
broadly to include any amount reserved or charged, whether directly or
indirectly, and virtually any type of consideration flowing to a lender in
connection with a loan transaction might be considered "interest" as defined
under such law, including origination fees, collection fees, discount fees or
warrants or other equity participation; and

(j) no opinion is expressed as to matters subject to the
jurisdiction of the Federal Communications Commission, state public utility
commissions, or any other communications or similar regulatory authorities.

Administrative Agent, each Agent, each Lender, and each assignee and
participant under the Credit Agreement, and the law firm of Haynes and Boone,
L.L.P. shall be entitled to rely upon this opinion in

3 EXHIBIT G-6
<PAGE> 255
connection with the transactions contemplated by the Loan Papers. The opinions
contained herein may not be relied upon for any other purpose or by any other
persons or entities, except with our prior written consent.

Respectfully submitted,

4 EXHIBIT G-6

<PAGE> 1
EXHIBIT 11.1

WORLDCOM, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(In thousands, except per share data)

<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- -----------------------------
1996 1995 1996 1995
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Primary:
Weighted average shares outstanding 391,160 326,270 389,363 323,532
Common stock equivalents - 11,352 - 12,052
---------- ---------- ------------ -----------
391,160 337,622 389,363 335,584
========== ========== ============ ===========
Net income (loss) applicable to common shareholders
before extraordinary items $ (244,023) $ 54,879 $ (159,028) $ 101,903
Extraordinary items (24,434) - (24,434) -
---------- ---------- ------------ -----------
Net income (loss) applicable to common shareholders $ (268,457) $ 54,879 $ (183,462) $ 101,903
========== ========== ============ ===========
Primary earnings (loss) per share:
Applicable to common shareholders before extraordinary items $ (0.62) $ 0.16 $ (0.41) $ 0.30
========== ========== ============ ===========
Extraordinary items $ (0.06) $ - $ (0.06) $ -
========== ========== ============ ===========
Applicable to common shareholders $ (0.69) $ 0.16 $ (0.47) $ 0.30
========== ========== ============ ===========

Fully diluted:
Weighted average shares outstanding 391,160 326,270 389,363 323,532
Common stock equivalents - 11,924 - 12,598
Common stock issuable upon conversion of:
5% convertible notes - 10,270 - 10,270
Series 1 preferred stock - 43,754 - 43,754
Series 2 preferred stock - 8,466 - 8,466
---------- ---------- ------------ -----------
391,160 400,684 389,363 398,620
========== ========== ============ ===========
Net income (loss) applicable to common shareholders
before extraordinary items $ (244,023) $ 54,879 $ (159,028) $ 101,903
Extraordinary items (24,434) - (24,434) -
Add back:
Interest on 5% convertible notes, net of taxes - 1,491 - 2,982
Series 1 preferred dividend requirement - 6,124 - 12,250
Series 2 preferred dividend requirement - 812 - 1,625
---------- ---------- ------------ -----------
Income (loss) applicable to common shareholders $ (268,457) $ 63,306 $ (183,462) $ 118,760
========== ========== ============ ===========
Fully diluted earnings per share:
Applicable to common shareholders before extraordinary items $ (0.62) $ 0.16 $ (0.41) $ 0.30
========== ========== ============ ===========
Extraordinary items $ (0.06) $ - $ (0.06) $ -
========== ========== ============ ===========
Applicable to common shareholders $ (0.69) $ 0.16 $ (0.47) $ 0.30
========== ========== ============ ===========
</TABLE>

<PAGE> 1
EXHIBIT 18.1

August 14, 1996

WorldCom, Inc.
RE: FORM 10-Q REPORT FOR THE QUARTER ENDED JUNE 30, 1996

Gentlemen:

This letter is written to meet the requirements of Regulation S-K calling for a
letter from a registrant's independent accountants whenever there has been a
change in accounting principle or practice.

We have been informed that, as of April 1, 1996, the Company changed its
accounting policy for accounting for international long distance traffic.
Under the new policy, all costs associated with the outbound call fee due the
foreign carrier are expensed as incurred. Previously, the margin on outbound
calls was normalized to reflect the implicit overall earnings rate concept of
the contract. Accordingly, a portion of the outbound call fee due the foreign
carrier was deferred and accounted for as a cost attributable to the revenue
associated with the inbound call. According to the management of the Company,
this change was made due to the complexity involved with the estimation of the
traffic deferred.

A complete coordinated set of financial and reporting standards for determining
the preferability of accounting principles among acceptable alternative
principles has not been established by the accounting profession. Thus, we
cannot make an objective determination of whether the change in accounting
described in the preceding paragraph is to a preferable method. However, we
have reviewed the pertinent factors, including those related to financial
reporting, in this particular case on a subjective basis, and our opinion
stated below is based on our determination made in this manner.

We are of the opinion that the Company's change in method of accounting is to
an acceptable alternative method of accounting, which, based upon the reasons
stated for the change and our discussions with you, is also preferable under
the circumstances in this particular case. In arriving at this opinion, we
have relied on the business judgement and business planning of your management.
<PAGE> 2
WorldCom, Inc.
Re: Form 10-Q Report for the quarter ended June 30, 1996
Page 2
August 14, 1996

We have not audited the application of this change to the financial statements
of any period subsequent to December 31, 1995. Further, we have not examined
and do not express any opinion with respect to your financial statements for
the three and six months ended June 30, 1996.

Very truly yours,

ARTHUR ANDERSEN LLP

<ARTICLE> 5
<MULTIPLIER> 1,000

<FN>
<F1> Retroactively restated to reflect 2-for-1 Stock Split distributed July 3,
1996 to Shareholders of record on June 6, 1996.
</FN>

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