WORLDCOM INC /GA/, 8-K, 1997-07-07

WORLDCOM INC /GA/
8-K, 1997-07-07
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): June 30, 1997

WORLDCOM, INC.
(Exact Name of Registrant as Specified in its Charter)

Georgia 0-11258 58-1521612
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification Number)
Incorporation)

515 East Amite Street
Jackson, Mississippi 39201-2702
(Address of Principal Executive Office)

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

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<PAGE> 2
ITEM 5. OTHER EVENTS.

(a) On June 30, 1997, WorldCom, Inc. (the "Company") reported that James
Q. Crowe, who had accepted the position of President and Chief Executive
Officer of Kiewit Diversified Group, Inc., a coal mining and telecommunications
company and wholly owned subsidiary of Peter Kiewit Sons', Inc., a construction
and mining company, had therefore resigned as Chairman of the Board and as a
director of the Company. The Company also reported that Walter Scott, Jr.,
Chairman of the Board and President of Peter Kiewit Sons', Inc. resigned as a
director for personal reasons.

(b) On July 3, 1997, the Company replaced its $3.75 billion revolving
credit facility (the "Old Credit Facility") with a $3.75 billion Facility A
Revolving Credit Agreement (the "Facility A Loans") and a $1.25 billion
Facility B Revolving Credit and Term Loan Agreement (the "Facility B Loans,"
and together with the Facility A Loans, the "New Credit Facilities"). The
Facility A Loans have a four-year term which will be extended one year
automatically upon the receipt of certain regulatory approvals, and may be
extended for up to two successive one year terms thereafter to the extent of
the committed amounts from those lenders consenting thereto, with a requirement
that lenders holding at least two thirds of the committed amounts consent. The
Facility B Loans, which are contingent upon the receipt of certain regulatory
approvals, have a 364 day term, which may be extended for up to two successive
364 day terms thereafter to the extent of the committed amounts from those
lenders consenting thereto, with a requirement that lenders holding at least
two thirds of the committed amounts consent. Alternatively, effective as of the
end of such 364 day term, the Company may elect to convert the Facility B Loans
from revolving loans to term loans with a maturity date corresponding with the
maturity date then in effect with respect to the Facility A Loans. The New
Credit Facilities bear interest payable in varying periods, depending on the
interest period, not to exceed six months, at rates selected by the Company
under the terms of the New Credit Facilities, including a Base Rate or the
Eurodollar Rate, plus applicable margin. The applicable margin for a Eurodollar
Rate borrowing varies from 0.30% to 0.75% based upon certain debt ratings and a
specified financial test. The New Credit Facilities are unsecured but include a
negative pledge of the assets of the Company and its subsidiaries (subject to
certain exceptions). The New Credit Facilities require compliance with certain
financial and operating covenants which limit, among other things, the
incurrence of additional indebtedness by the Company, investments by the
Company, sales of assets and mergers and dissolutions, which covenants are
generally less restrictive than those contained in the Old Credit Facility and
which do not restrict distributions to shareholders, provided the Company is
not in default under the New Credit Facilities. The New Credit Facilities are
also subject to certain fees, including, among other fees, a commitment fee not
to exceed 0.25% of any unborrowed portion of the Facility A Loans and not to
exceed 0.225% of any unborrowed portion of the Facility B Loans.

(c) On May 22, 1997, the shareholders of the Company approved the
Company's Performance Bonus Plan (the "Plan"), the description of which is
incorporated herein by reference from "Item 2. Approval of the WorldCom, Inc.
Performance Bonus Plan" contained in the Company's Proxy Statement dated April
21, 1997, which is listed as an exhibit hereto and which section is
incorporated by reference herein. Under the Plan, if the specified performance
target is met for 1997, the maximum bonus with respect to 1997 will be $13.0
million for the Chief Executive Officer and $3.5 million for the Chief
Financial Officer.

ITEM 7 (c) EXHIBITS.

The following exhibits are filed herewith in accordance with Item 601 of
Regulation S-K:

<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
*10.1 Facility A Revolving Credit Agreement among WorldCom, Inc.,
NationsBank of Texas, N.A. (Managing Agent and
Administrative Agent), Bank of America NT & SA, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia,
Bank of Tokyo-Mitsubishi Trust Company, Barclays Bank PLC,
Canadian Imperial Bank of Commerce, The Chase Manhattan
Bank, Citibank, N.A., Credit Lyonnais New York Branch,
First Union National
</TABLE>

<PAGE> 3

<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
*10.1(con't) Bank, Fleet National Bank, The Industrial Bank of Japan,
Limited, Atlanta Agency, Morgan Guaranty Trust Company of
New York, Royal Bank of Canada, and Toronto Dominion
(Texas), Inc. (Agents) and the Lenders named therein
(Facility A Lenders), dated as of July 3, 1997.

*10.2 Facility B Revolving Credit and Term Loan Agreement among
WorldCom, Inc., NationsBank of Texas, N.A. (Managing Agent
and Administrative Agent), Bank of America NT & SA, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia,
Bank of Tokyo-Mitsubishi Trust Company, Barclays Bank PLC,
Canadian Imperial Bank of Commerce, The Chase Manhattan
Bank, Citibank, N.A., Credit Lyonnais New York Branch,
First Union National Bank, Fleet National Bank, The
Industrial Bank of Japan, Limited, Atlanta Agency, Morgan
Guaranty Trust Company of New York, Royal Bank of Canada,
and Toronto Dominion (Texas), Inc. (Agents) and the Lenders
named therein (Facility B Lenders), dated as of July 3,
1997.

10.3 WorldCom, Inc. Performance Bonus Plan (incorporated herein
by reference to Exhibit A to the Company's Proxy Statement
dated April 21, 1997 (File No. 0-11258)).

99.1 "Item 2. Approval of the WorldCom, Inc. Performance Bonus
Plan" contained in the Company's Proxy Statement dated
April 21, 1997.
</TABLE>

* The Registrant hereby agrees to furnish supplementally a copy of any
omitted schedules to this Agreement to the Securities and Exchange
Commission

<PAGE> 4
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

WORLDCOM, INC.

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

July 7, 1997

<PAGE> 5
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
*10.1 Facility A Revolving Credit Agreement among WorldCom, Inc.,
NationsBank of Texas, N.A. (Managing Agent and
Administrative Agent), Bank of America NT & SA, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia,
Bank of Tokyo-Mitsubishi Trust Company, Barclays Bank PLC,
Canadian Imperial Bank of Commerce, The Chase Manhattan
Bank, Citibank, N.A., Credit Lyonnais New York Branch,
First Union National Bank, Fleet National Bank, The
Industrial Bank of Japan, Limited, Atlanta Agency, Morgan
Guaranty Trust Company of New York, Royal Bank of Canada,
and Toronto Dominion (Texas), Inc. (Agents) and the Lenders
named therein (Facility A Lenders), dated as of July 3,
1997.

10.3 WorldCom, Inc. Performance Bonus Plan (incorporated herein
by reference to Exhibit A to the Company's Proxy Statement
dated April 21, 1997 (File No. 0-11258)).

99.1 "Item 2. Approval of the WorldCom, Inc. Performance Bonus
Plan" contained in the Company's Proxy Statement dated
April 21, 1997.
</TABLE>

* The Registrant hereby agrees to furnish supplementally a copy of any
omitted schedules to this Agreement to the Securities and Exchange
Commission

<PAGE> 1
EXHIBIT 10.1

FACILITY A REVOLVING CREDIT AGREEMENT

among

WORLDCOM, INC.,
Borrower

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

BANK OF AMERICA NT & SA,
BANK OF MONTREAL,
THE BANK OF NEW YORK,
THE BANK OF NOVA SCOTIA,
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
BARCLAYS BANK PLC,
CANADIAN IMPERIAL BANK OF COMMERCE,
THE CHASE MANHATTAN BANK,
CITIBANK, N.A.,
CREDIT LYONNAIS NEW YORK BRANCH,
FIRST UNION NATIONAL BANK,
FLEET NATIONAL BANK,
THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
ROYAL BANK OF CANADA, and
TORONTO DOMINION (TEXAS), INC.,
Agents

and

THE LENDERS NAMED HEREIN,
Facility A Lenders

$3,750,000,000

DATED AS OF JULY 3, 1997
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
SECTION 1 DEFINITIONS AND TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Number and Gender of Words; Other References . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
1.3 Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

SECTION 2 BORROWING PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2.1 Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2.2 LC Subfacility under Facility A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2.3 Swing Line Subfacility under Facility A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.4 Competitive Bid Subfacility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.5 Optional Renewal of Facility A Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
2.6 Termination of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
2.7 Borrowing Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

SECTION 3 TERMS OF PAYMENT; NEGATIVE PLEDGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
3.1 Loan Accounts, Notes, and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
3.2 Interest and Principal Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
3.3 Interest Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.4 Quotation of Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.5 Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.6 Interest Recapture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.7 Interest Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
3.8 Maximum Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
3.9 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
3.10 Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
3.11 Order of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
3.12 Sharing of Payments, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
3.13 Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
3.14 Booking Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
3.15 Basis Unavailable or Inadequate for Eurodollar Rate . . . . . . . . . . . . . . . . . . . . . . . . 43
3.16 Additional Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
3.17 Change in Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
3.18 Consequential Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
3.19 Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 4 FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
4.1 Treatment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
4.2 Fees of Administrative Agent and Arranger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
4.3 Standby LC Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
4.4 LC Issuance and Fronting Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
4.5 Competitive Bid Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
4.6 Facility A Commitment Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 5 CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
5.1 Conditions Precedent to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
5.2 Conditions Precedent to a Permitted Acquisition. . . . . . . . . . . . . . . . . . . . . . . . . . . 46
5.3 Conditions Precedent to Each Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
</TABLE>

(i)
<PAGE> 3
<TABLE>
<S> <C> <C>
5.4 Conditions Precedent to Extensions of Facility A Termination Date. . . . . . . . . . . . . . . . . . 48

SECTION 6 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
6.1 Purpose of Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
6.2 Existence, Good Standing, Authority, and Authorizations . . . . . . . . . . . . . . . . . . . . . . 48
6.3 Subsidiaries; Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
6.4 Authorization and Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
6.5 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
6.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
6.7 Litigation, Claims, Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
6.8 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
6.9 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
6.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
6.11 Properties; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
6.12 Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
6.13 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
6.14 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
6.15 Material Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
6.16 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
6.17 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
6.18 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
6.19 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
6.20 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
6.21 Regulation U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
6.22 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 7 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.1 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.2 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.3 Items to be Furnished . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.4 Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.6 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.7 Maintenance of Existence, Assets, and Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.9 Preservation and Protection of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.11 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.12 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.13 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
7.14 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
7.15 Compliance with Laws and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
7.16 Permitted Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
7.17 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
7.18 Fiscal Year and Accounting Methods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
7.19 Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
7.20 Loans, Advances, and Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
7.21 Permitted Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
7.22 Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
7.23 Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
</TABLE>

(ii)
<PAGE> 4
<TABLE>
<S> <C>
7.24 Sale-Leaseback Financings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
7.25 Amendments to Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
7.26 Mergers and Dissolutions; Sale of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 63
7.27 Designation of Unrestricted Companies; Redesignation of MFS and its Subsidiaries . . . . . . . . . . 63
7.28 Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

SECTION 8 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
8.1 Payment of Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
8.2 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
8.3 Debtor Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
8.4 Judgments and Attachments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
8.5 Government Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
8.6 Misrepresentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
8.7 SEC Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
8.8 Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
8.9 Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
8.10 Default Under Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
8.11 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
8.12 LCs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
8.13 Validity and Enforceability of Loan Papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
8.14 Payment of Note Agreement Debt or MFS Subordinated Debt. . . . . . . . . . . . . . . . . . . . . . . 67
8.15 Default or Acceleration under any Note Agreement, the MFS Note Agreements,
or the MFS Subordinated Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

8.16 Redemption of Note Agreement Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

SECTION 9 RIGHTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
9.1 Remedies Upon Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
9.2 Company Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
9.3 Performance by Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
9.4 Delegation of Duties and Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
9.5 Not in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
9.6 Course of Dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
9.7 Cumulative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
9.8 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
9.9 Certain Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
9.10 Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
9.11 Expenditures by Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
9.12 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

SECTION 10 AGREEMENT AMONG LENDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
10.1 Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
10.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
10.3 Proportionate Absorption of Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
10.4 Delegation of Duties; Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
10.5 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
10.6 Default; Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
10.7 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.8 Relationship of Facility A Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.9 Foreign Facility A Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
</TABLE>

(iii)
<PAGE> 5
<TABLE>
<S> <C> <C>
10.10 Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.11 Agents and Co-Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

SECTION 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
11.1 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
11.2 Nonbusiness Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
11.3 Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
11.4 Form and Number of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
11.5 Exceptions to Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
11.6 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
11.8 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
11.9 Entirety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
11.10 Jurisdiction; Venue; Service of Process; Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . 78
11.11 Amendments, Consents, Conflicts, and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
11.12 Multiple Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
11.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
11.14 Successors and Assigns; Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . . 80
11.15 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances . . . . . . . . . . . . 83
11.16 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
</TABLE>

(iv)
<PAGE> 6
SCHEDULES AND EXHIBITS

<TABLE>
<S> <C> <C>
Schedule 2.1 - Lenders and Commitments
Schedule 2.2 - Existing Letters of Credit
Schedule 5.1 - Conditions Precedent to Closing
Schedule 6.2 - Subsidiaries
Schedule 6.3 - Warrants, Options, or Other Rights
Schedule 6.13 - Transactions with Affiliates
Schedule 7.12 - Existing Debt
Schedule 7.13 - Existing Liens
Schedule 7.20 - Other Investments

Exhibit A-1 - Form of Facility A Note
Exhibit A-2 - Form of Facility A Competitive Bid Note
Exhibit A-3 - Form of Swing Line Note
Exhibit B-1 - Form of Notice of Borrowing
Exhibit B-2 - Form of Notice of Conversion
Exhibit B-3 - Form of Notice of LC
Exhibit B-4 - Form of Competitive Bid Request
Exhibit B-5 - Form of Notice to Lenders of Competitive Bid Request
Exhibit B-6 - Form of Competitive Bid
Exhibit C - Form of Administrative Questionnaire
Exhibit D-1 - Form of Compliance Certificate
Exhibit D-2 - Form of Permitted Acquisition Compliance Certificate
Exhibit E - Form of Assignment and Acceptance Agreement
Exhibit F-1 - Form of Opinion of General Counsel of Borrower
Exhibit F-2 - Form of Opinion of Special Communications Counsel
Exhibit F-3 - Form of Opinion of Special New York Counsel
</TABLE>

(v)
<PAGE> 7
FACILITY A REVOLVING CREDIT AGREEMENT

THIS AGREEMENT is entered into as of July 3, 1997, among WORLDCOM,
INC., a Georgia corporation ("BORROWER"), Facility A Lenders (hereinafter
defined), the Agents (hereinafter defined), the Co-Agents (hereinafter
defined), and NATIONSBANK OF TEXAS, N.A., as a Facility A Lender and as
Administrative Agent (hereinafter defined) for itself and the other Facility A
Lenders.

RECITALS

A. Borrower has requested that Facility A Lenders extend credit
to Borrower in the form of the Facility A Agreement (hereinafter defined),
providing for a revolving loan and standby letter of credit facility in the
aggregate principal amount of $3,750,000,000, for the purpose of refinancing
the indebtedness under the Amended and Restated Credit Agreement (as renewed,
extended, or amended, the "EXISTING AGREEMENT") dated as of June 28, 1996,
among Borrower, certain lenders, and NationsBank of Texas, N.A., as
Administrative Agent under such agreement and for the other purposes set forth
herein.

B. Additionally, Borrower has requested that Facility A Lenders
concurrently extend additional credit to Borrower in the form of the Facility B
Agreement (hereinafter defined), providing for a 364-day revolving credit and
term loan facility in the aggregate principal amount of $1,250,000,000.

C. Upon and subject to the terms and conditions of this Facility
A Agreement, Facility A Lenders are willing to extend such credit to Borrower.

Accordingly, in consideration of the mutual covenants contained
herein, Borrower, Administrative Agent, Agents, Co-Agents, and Facility A
Lenders agree 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 Consolidated Company pursuant to
which such Consolidated Company 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(e) and 7.12(g), 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.

ACQUISITION means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
by any Restricted Company of all or substantially all of the assets of a Person
or of any business or division of a Person, (b) the acquisition by any
Restricted Company of more than 50% of any class of Voting Stock (or similar
ownership interests) of any Person (provided that, formation or organization of
any entity shall not constitute an "Acquisition" to the extent
<PAGE> 8
that the amount of the loan, advance, investment, or capital contribution in
such entity constitutes a permitted investment under SECTION 7.20); or (c) a
merger, consolidation, amalgamation, or other combination by any Restricted
Company with another Person if a Restricted Company is the surviving entity;
provided that, in any merger involving Borrower, Borrower or a Permitted
Successor Corporation must be the surviving entity.

ADJUSTED EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for
any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) determined by the Administrative Agent
to be equal to the quotient obtained by dividing (a) the Eurodollar Rate for
such Eurodollar Rate Borrowing for such Interest Period by (b) 1 minus the
Reserve Requirement for such Eurodollar Rate Borrowing for such Interest
Period.

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

ADMINISTRATIVE QUESTIONNAIRE means an Administrative Questionnaire
substantially in the form of EXHIBIT C hereto, which each Facility A 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 NT & S A (as successor by merger to Bank
of America Illinois); Bank of Montreal; The Bank of New York; The Bank of Nova
Scotia; Bank of Tokyo-Mitsubishi Trust Company; Barclays Bank PLC; Canadian
Imperial Bank of Commerce; The Chase Manhattan Bank; Citibank, N.A.; Credit
Lyonnais New York Branch; First Union National Bank; Fleet National Bank; The
Industrial Bank of Japan, Limited, Atlanta Agency; Morgan Guaranty Trust
Company of New York; Royal Bank of Canada; and Toronto Dominion (Texas), Inc.

ANNUALIZED OPERATING CASH FLOW means, for any Person, an amount equal
to the product of four (4) multiplied by the amount of the Operating Cash Flow
for the relevant period for calculation (subject to adjustments as set forth in
the definition of "Operating Cash Flow"). The relevant period for calculation
of Annualized Operating Cash Flow of the Consolidated Companies on any date of
determination shall be (a) for purposes of SECTION 7.28, the three-month period
then ending for which financial results are available, and (b) for all other
purposes under the Facility A Loan Papers, the then most recently ended fiscal
quarter for which quarterly or annual Financial Statements calculated for the
Consolidated Companies on a consolidated basis have been delivered by Borrower
pursuant to SECTIONS 7.3(a) and 7.3(b).

APPLICABLE MARGIN means the lowest percentage set forth in the table
below for the Type of Borrowing or commitment fees (as the case may be) which
corresponds to Borrower's conformity, on any date of determination, with either
the (i) Leverage Ratio or (ii) the ratings (or implied ratings) established by
both S&P and Moody's applicable to Borrower's senior, unsecured,
non-credit-enhanced long term indebtedness for borrowed money ("INDEX DEBT"):

2
<PAGE> 9
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Applicable Margin
===================================================
Ratings Leverage Ratio Base Rate Eurodollar Rate Facility A
Borrowings Borrowings Commitment Fees
=============================================================================================================
<S> <C> <C> <C> <C>
Category 1
-------- -

Equal to or higher than BBB+
by S&P; Less than 2.00:1.0 0.000% 0.300% 0.100%

Equal to or higher than Baa1
by Moody's
- -------------------------------------------------------------------------------------------------------------
Category 2
-------- -
Greater than or equal
BBB by S&P; to 2.00:1.0, 0.000% 0.350% 0.125%
but less than 2.50:1.0

Baa2 by Moody's
- -------------------------------------------------------------------------------------------------------------
Category 3
-------- -
Greater than or equal
BBB- by S&P; to 2.50:1.0, 0.000% 0.400% 0.150%
but less than 3.50:1.0

Baa3 by Moody's
- -------------------------------------------------------------------------------------------------------------
Category 4
-------- -
Greater than or equal
BB+ by S&P; to 3.50:1.0, 0.000% 0.500% 0.175%
but less than 4.0:1.0

Ba1 by Moody's
- -------------------------------------------------------------------------------------------------------------
Category 5
-------- -

Equal to BB or lower by S&P; Greater than or equal 0.000% 0.750% 0.250%
to 4.0:1.0
Equal to Ba2 or lower by
Moody's
- -------------------------------------------------------------------------------------------------------------
</TABLE>

For purposes of determining the Applicable Margin:

(a) With respect to the debt ratings criteria: (i) if
neither Moody's nor S&P shall have in effect a rating for Index Debt
(other than by reason of the circumstances referred to in the last
sentence of this definition), then both such rating agencies will be
deemed to have established ratings for Index Debt in Category 5; (ii)
if only one of Moody's or S&P shall have in effect a rating for Index
Debt, Borrower and the Facility A Lenders will negotiate in good faith
to agree upon another rating agency to be substituted by an agreement
for the rating agency which shall not have a rating in effect, and in
the absence of such agreement the Applicable Margin will be determined
by reference to the available rating; (iii) if the ratings established
by Moody's and S&P shall differ by one Category, the Applicable Margin
shall be determined by reference to the numerically lower Category:
(for example, if the rating from S&P is in Category 1 and the rating
from Moody's is in Category 2, the Applicable Margin shall be
determined by reference to Category 1); (iv) if the ratings
established by Moody's and S&P shall differ by more than one

3
<PAGE> 10
Category, the Applicable Margin shall be determined by reference to
the Category that is one numerical Category lower than the numerically
higher of the two Categories corresponding to the ratings established
by the two rating agencies: (for example, if the rating from S&P is in
Category 2 and the rating from Moody's is in Category 5, the
Applicable Margin shall be determined by reference to Category 4); and
(iv) if any rating established by Moody's or S&P shall be changed
(other than as a result of a change in the rating system of either
Moody's or S&P), such change shall be effective as of the date on
which such change is first announced by the rating agency making such
change. If the rating system of either Moody's or S&P shall change
prior to the payment in full of the Obligation and the cancellation of
all commitments to lend hereunder, Borrower and the Facility A Lenders
shall negotiate in good faith to amend the references to specific
ratings in this definition to reflect such changed rating system. If
both Moody's and S&P shall cease to be in the business of rating
corporate debt obligations, Borrower and the Facility A Lenders shall
negotiate in good faith to agree upon a substitute rating agency and
to amend the references to specific ratings in this definition to
reflect the ratings used by such substitute rating agency.

(b) Until the second Business Day after the initial
Financial Statements and Compliance Certificate for the fiscal quarter
ending June 30, 1997, shall have been delivered hereunder, the
Applicable Margin for Leverage Ratio purposes shall be deemed to be
0.0% for Base Rate Borrowings, and 0.40% for Eurodollar Rate
Borrowings. With respect to any adjustments in the Applicable Margin
as a result of changes in the Leverage Ratio, such adjustment shall be
effective commencing on the second Business Day after the delivery of
Financial Statements (and related Compliance Certificate) pursuant to
SECTIONS 7.3(a) and 7.3(b) or the most recent Notice of Borrowing or
Permitted Acquisition Compliance Certificate for a Permitted
Acquisition, as the case may be.

(c) During any time that the Applicable Margin is
determined with respect to the Leverage Ratio, if Borrower fails to
timely furnish to Facility A 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 the Administrative
Agent or any Facility A Lender, then the Applicable Margin shall be
the lesser of (i) the then-effective Applicable Margin with respect to
the debt rating criteria, if any, or (ii) the maximum Applicable
Margin specified in the table above for Category 5.

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

ASSUMED TAXES means, 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 rate per annum equal to the higher
of (a) the Federal Funds Rate for such day plus one-half of one percent (.5%)
and (b) the Prime Rate for such day. Any change

4
<PAGE> 11
in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate
shall be effective on the effective date of such change in the Prime Rate or
Federal Funds Rate.

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

BORROWER is defined in the preamble to this Facility A Agreement.

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

BORROWING DATE is defined in SECTION 2.7(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, (b)
in addition to the foregoing, in respect of any Eurodollar 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, and (c) in addition to the foregoing, for purposes of any fundings in,
or conversions to or from, Foreign Currency, a day when commercial banks are
open for international business in the principal financial center in the
country which issues such Foreign Currency, as determined by Administrative
Agent.

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 Facility A Agreement has
been executed by Borrower, Facility A 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 Banque Nationale de Paris, Banque Paribas, The First
National Bank of Chicago, The Long-Term Credit Bank of Japan, Limited, New York
Branch, Union Bank of Switzerland, and Wachovia Bank of Georgia, N.A.

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

COMMITMENT PERCENTAGE means the proportion which any Facility A
Lender's Committed Sum bears to the Facility A Commitment then in effect.

COMMITTED SUM means, as the case may be, (i) with respect to Facility
A, the amount stated beside each Facility A Lender's name on the most-recently
amended SCHEDULE 2.1 to the Facility A Agreement (which amount is subject to
increase, reduction, or cancellation in accordance with this Facility A
Agreement), and (ii) with respect to Facility B, the amount stated beside each
Facility B Lender's name on the most-recently amended SCHEDULE 2.1 to the
Facility B Agreement (which amount is subject to increase, reduction, or
cancellation in accordance with the Facility B Agreement); provided that, for
all

5
<PAGE> 12
purposes under the Loan Papers other than SECTIONS 3.1 and 11.14(c), such
amount in respect of Facility B, shall be deemed to be $0 on any date of
determination if the conditions set forth in SECTION 5.4 of the Facility B
Agreement have not been satisfied.

COMPETITIVE BID means an offer by a Facility 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, 100% of the then-effective Facility A Commitment.

COMPETITIVE BID RATE means, as to any Competitive Bid made by a
Facility A Lender pursuant to SECTION 2.4, (a) in the case of a Eurodollar Rate
Borrowing, the margin which shall be added to or subtracted from the Adjusted
Eurodollar Rate, and (b) in the case of a Fixed Rate Borrowing, the fixed rate
of interest, in each case, offered by the Facility A 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 B-4.

COMPETITIVE BID SUBFACILITY means a subfacility of Facility A 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 D-1.

CONSEQUENTIAL LOSS means any loss or expense which any Facility A
Lender may reasonably incur in respect of a Eurodollar 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
Facility A Lender) to accept or utilize such Borrowing after Borrower shall
have requested it under this Facility A 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.

CONSOLIDATED COMPANIES means, at any date of determination thereof,
Borrower and each of its Subsidiaries (including the Unrestricted
Subsidiaries).

CONSOLIDATED NET INCOME means, for any period, the amount that should,
in accordance with GAAP, be reflected on the Consolidated Companies'
consolidated income statement as net income for that period.

CONSOLIDATED NET WORTH means, for any period, the consolidated
stockholders' equity of the Consolidated Companies as determined in accordance
with GAAP.

CURRENT FINANCIALS means, at the time of any determination thereof,
the more recently delivered to Facility A Lenders of either (a) the Financial
Statements of Borrower for the fiscal year ended December 31, 1996, and the
three-month period ended March 31, 1997, separately calculated on a
consolidated basis for (i) the Consolidated Companies and (ii) MFS and its
Subsidiaries; or (b) the Financial Statements required to be delivered under
SECTIONS 7.3(a) or 7.3(b), as the case may be,

6
<PAGE> 13
separately calculated on a consolidated basis for (i) the Consolidated
Companies, and (ii) at such times as SECTIONS 7.3(a) and 7.3(b) require, MFS
and its Subsidiaries and the other Unrestricted Subsidiaries.

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, (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, 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 for
Base Rate Borrowings plus 2% and (b) the Maximum Rate.

DETERMINING LENDERS means:

(a) For purposes of waiving or amending any conditions
precedent under SECTION 5.3 of this Facility A Agreement, those
Facility A Lenders who collectively hold, on any date of
determination, at least 51% of the Facility A Commitment;

(b) For purposes of waiving or amending any conditions
precedent relative to the Term Loan conversion pursuant to SECTION 2.4
of the Facility B Agreement or the extension of the Term Loan Maturity
Date pursuant to SECTION 2.5 of the Facility B Agreement, or waiving
or amending any conditions precedent under SECTION 5.3 of the Facility
B Agreement with respect to Borrowings under Facility B, those
Facility B Lenders who collectively hold, on any date of
determination, at least 51% of the Facility B Commitment (or the
Facility B Principal Debt, if Facility B has been converted to a Term
Loan); or

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<PAGE> 14
Term Loan); and (ii) on any date of determination occurring on or
after the date upon which the Total Commitment has been terminated,
those Lenders who collectively hold at least 51% 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.

DOLLAR EQUIVALENT, at any time, means, (a) any amount denominated in
Dollars and (b) for any amount denominated in a Foreign Currency, an amount of
Dollars into which Administrative Agent determines that it could convert the
relevant amount of that Foreign Currency by using the applicable-quoted-spot
rate reported on the appropriate page of the Reuters Screen at 11:00 a.m.
(London time) three Business Days before the day on which the calculation is
made.

DOLLARS and the symbol $ shall mean lawful money of the United States
of America.

ELIGIBLE ASSIGNEE means (a) a Facility A Lender; (b) an Affiliate of a
Facility A Lender (so long as such assignment is not made in conjunction with
the sale of such Affiliate); and (c) any other Person approved by
Administrative Agent (which approval will not be unreasonably withheld or
delayed by Administrative Agent) and, unless a Default has occurred and is
continuing at the time any assignment is effected in accordance with SECTION
11.14, Borrower, such approval not to be unreasonably withheld or delayed by
Borrower and such approval to be deemed given by Borrower if no objection is
received by the assigning Facility A Lender and the Administrative Agent from
Borrower within five Business Days after notice of such proposed assignment has
been provided by the assigning Facility A Lender to Borrower; provided,
however, that neither Borrower nor any Affiliate of Borrower shall qualify as
an Eligible Assignee.

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 Restricted 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
Restricted Companies, or stock issued upon

8
<PAGE> 15
their exercise, and (c) stock issued upon the exercise of the existing options
and warrants described on SCHEDULE 6.3.

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

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.

EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Dow Jones Markets Page 3750 (or any
successor page) as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period. If for
any reason such rate is not available, the term "Eurodollar Rate" shall mean,
for any Eurodollar Rate Borrowing for any Interest Period therefor, the rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing
on Reuters Screen LIBO Page as the London interbank offered rate for deposits
in Dollars at approximately 11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period for a term comparable to such Interest
Period; provided, however, if more than one rate is specified on Reuters Screen
LIBO Page, the applicable rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary, to the nearest 1/100 of 1%).

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

EXHIBIT means an exhibit to this Facility A Agreement unless otherwise
specified.

EXISTING AGREEMENT is defined in the Recitals to this Facility A
Agreement.

EXISTING DEBT means the Debt described on SCHEDULE 7.12.

EXISTING LETTERS OF CREDIT means letters of credit issued by
Administrative Agent under the Existing Agreement, which are listed on SCHEDULE
2.2, and which letters of credit remain issued and outstanding on the Closing
Date.

EXISTING LIENS means those Liens described on SCHEDULE 7.13.

FACILITIES means, collectively, Facility A and Facility B; FACILITY
means either Facility A or Facility B.

FACILITY A means the credit facility described in and subject to the
limitations of the Facility A Agreement.

FACILITY A AGREEMENT means this Facility A Revolving Credit Agreement
(as the same may hereafter be amended, modified, supplemented, or restated from
time to time).

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<PAGE> 16
FACILITY A COMMITMENT means an amount (subject to reduction or
cancellation as herein provided) equal to $3,750,000,000.

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

FACILITY A 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.

FACILITY A LENDERS means, on any date of determination, the financial
institutions named on SCHEDULE 2.1 (as the same may be amended from time to
time by Administrative Agent to reflect the assignments made in accordance with
SECTION 11.14(c) of this Facility A Agreement), and subject to the terms and
conditions of this Facility A Agreement, their respective successors and
assigns, but not any Participant who is not otherwise a party to this Facility
A Agreement.

FACILITY A LOAN PAPERS means those Loan Papers evidencing the
Obligation arising under, in connection with, or pursuant to, Facility A, and
all renewals, extensions, or restatements of or amendments or supplements to,
any such Facility A Loan Papers.

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

FACILITY A PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under Facility A.

FACILITY A TERMINATION DATE means the earliest of (a) June 30, 2002
(or such later date to which the Facility A Commitment is extended in
accordance with SECTION 2.5(a)), (b) June 30, 2001, in the event the Restricted
Companies fail to satisfy the conditions of SECTION 5.4 on or before December
30, 1997, and (c) the effective date of any other termination or cancellation
of Facility A Lenders' commitments to lend under, and in accordance with, this
Facility A Agreement.

FACILITY B means the revolving credit and term loan facility described
in and subject to the limitations of the Facility B Agreement.

FACILITY B ADMINISTRATIVE AGENT means the "Administrative Agent" under
Facility B and its permitted successors and assigns under the Facility B
Agreement.

FACILITY B AGREEMENT means the Facility B Revolving Credit and Term
Loan Agreement dated the date hereof among Borrower, Administrative Agent, the
Agents, the Co-Agents, and the Facility B Lenders (as the same may be amended,
modified, supplemented, or restated).

FACILITY B COMMITMENT means an amount (subject to availability,
reduction, or cancellation as provided in the Facility B Agreement) equal to
$1,250,000,000.

FACILITY B LENDERS means, on any date of determination, the financial
institutions named on SCHEDULE 2.1 to the Facility B Agreement (as the same may
be amended from time to time) and their respective successors and assigns, but
not any participant who is not otherwise a party to the Facility B Agreement.

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<PAGE> 17
FACILITY B LOAN PAPERS means those Loan Papers evidencing the
Obligation arising under, in connection with, or pursuant to, Facility B, and
all renewals, extensions, or restatements of or amendment or supplements to,
any such Facility B Loan Papers.

FACILITY B TERMINATION DATE means the earliest of (a) July 2, 1998 (or
such later date to which the Facility B Commitment is extended in accordance
with SECTION 2.3), (b) December 31, 1997, in the event the Restricted Companies
fail to satisfy the conditions of SECTION 5.4 of the Facility B Agreement on or
before December 30, 1997; and (c) the effective date of any other termination
or cancellation of Facility B Lenders' commitments to lend under, and in
accordance with, the Facility B Agreement.

FACILITY B PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under Facility B.

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 1/100 of 1%) 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;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds
Rate for such day shall be the average rate charged to the Administrative Agent
(in its individual capacity) on such day on such transactions as determined by
the Administrative Agent (which determination shall be conclusive and binding,
absent manifest error).

FINANCIAL HEDGE means either (a) a swap, collar, floor, cap, or other
contract which is intended to reduce or eliminate the risk of fluctuations in
interest rates, or (b) a foreign exchange, currency hedging, commodity hedging,
or other contract which is intended to reduce or eliminate the market risk of
holding currency or a commodity in either the cash or futures markets, which
Financial Hedge under either CLAUSE (a) or CLAUSE (b) is entered into by any
Restricted Company with any Lender or an Affiliate of any Lender or any other
Person 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).

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 which balance sheets and statements of shareholders'
investments shall be in comparative form to the prior fiscal year-end figures.

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

FOREIGN CURRENCY means any freely-convertible currency acceptable to
Administrative Agent, so long as (a) such currency is dealt with in the London
interbank deposit market, (b) such currency is freely transferable and
convertible into Dollars in the London foreign exchange market, and (c) no
central bank

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<PAGE> 18
or other governmental authorization in the country of issue of such currency is
required to permit use of such currency by Administrative Agent for issuing LCs
or honoring drafts presented under LCs in such currency.

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," "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.

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 biphenyls, or (e) urea formaldehyde foam.

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.

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 any Existing Letter of Credit and any standby letter of
credit issued by Administrative Agent under this Facility A 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 Restricted Company); provided
that this Facility A Agreement shall control any conflict between this Facility
A Agreement and any such LC Agreement.

LC EXPOSURE means, at any time and without duplication, the sum of the
Dollar Equivalent 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 of drafts under any LC.

LC SUBFACILITY means a subfacility of Facility A 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, collectively, the Facility A Lenders and the Facility B
Lenders.

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<PAGE> 19
LEVERAGE RATIO means, on any date of determination thereof, the ratio
of (a) Total Debt outstanding, minus (i) the amount of any
immediately-available cash or Cash Equivalents owned by the Restricted
Companies, and (ii) the market value (determined as of any date of
determination) of any immediately-available Marketable Securities owned by the
Restricted Companies, to (b) Annualized Operating Cash Flow, all calculated for
the Consolidated Companies on a consolidated basis. The Leverage Ratio shall
be (x) determined, for purposes of SECTION 7.28, as of any such date of
determination, and (y) determined for all other purposes under the Facility A
Loan Papers, from the then most current of (A) the quarterly or annual
Financial Statements calculated for the Consolidated Companies on a
consolidated basis and related Compliance Certificate delivered by Borrower
pursuant to SECTIONS 7.3(a) and 7.3(b), (B) the most recent Notice of Borrowing
for a Permitted Acquisition or any Permitted Acquisition Compliance
Certificate, calculating any adjustments to the Leverage Ratio necessitated as
a result of the Permitted Acquisition, or (C) the date of the pro- forma
Compliance Certificate delivered pursuant to SECTION 7.27 with respect to the
designation of MFS and its Subsidiaries as "Restricted Subsidiaries." As used
in this definition:

(i) the term "immediately-available" shall mean that any
such cash, Cash Equivalents, or Marketable Securities
are capable of being liquidated (without premium,
penalty, or restriction, other than premiums,
penalties, or restrictions not exceeding in the
aggregate for any marketable security 3% of the
market value of such security on the date of
determination) within thirty days of any date of
determination, are not subject to any Liens or claims
of third persons, and are unconditionally available
for payment of the Principal Debt upon liquidation;

(ii) the term "Cash Equivalent" shall mean any investments
of the Restricted Companies which are permitted by
SECTION 7.20(a) - (f), and which mature within 30
days of any date of determination, and which are
unconditionally available for repayment of the
Principal Debt, upon liquidation; and

(iii) the term "Marketable Securities" shall mean any debt
or equity investments in any Person other than a
Consolidated Company (or an Affiliate of any
Consolidated Company), which is traded on a national
securities exchange, which is owned of record legally
and beneficially by a Restricted Company, which is
free and clear of any Liens, which is not subject to
any restriction on transfer or sale (other than
restrictions imposed by securities Laws and general
corporate Laws), and which is unconditionally
available for repayment of the Principal Debt upon
liquidation.

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 Facility A Agreement, certificates
delivered pursuant to this Facility A Agreement, and Exhibits and Schedules
hereto, (b) the Facility B Agreement, certificates delivered pursuant to the
Facility B Agreement, and Exhibits and Schedules thereto, (c) all agreements,
documents, or instruments in favor of Administrative Agent or Lenders (or
Administrative Agent on behalf of Lenders) ever delivered pursuant to this
Facility A Agreement or the Facility B Agreement, or otherwise

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<PAGE> 20
delivered in connection with all or any part of the Obligation, (d) all LCs and
LC Agreements, (e) any Financial Hedge between any Restricted Company and any
Lender or any Affiliate of any Lender, and (f) 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 Restricted 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 Restricted Companies, in each
case considered as a whole, (c) material and adverse effect on the business,
properties, condition (financial or otherwise) or results of operations of the
Consolidated Companies, in each case considered as a whole, or (d) 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.

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.

MFS means MFS Communications Company, Inc., and its successors and
assigns.

MFS ACQUISITION means the Acquisition consummated pursuant to the MFS
Merger Agreement.

MFS MERGER AGREEMENT means the Amended and Restated Agreement and Plan
of Merger dated as of August 25, 1996, by and among Borrower, HIJ Corp. (a
wholly-owned Subsidiary of Borrower), and MFS Communications Company, Inc.,
pursuant to which HIJ Corp. merges with and into MFS Communications Company,
Inc.

MFS NOTE AGREEMENTS means collectively or individually (i) the
Indenture dated as of January 15, 1994, between MFS and IBJ Schroder Bank &
Trust Company, as Trustee, pursuant to which the 9-3/8% Senior Discount Notes
of MFS were issued, as supplemented by the First Supplemental Indenture dated
as of March 31, 1995 (as the same may be further supplemented, amended, and
modified subject to the provisions of SECTION 7.25 on and after the date upon
which MFS and its Subsidiaries are redesignated as Restricted Subsidiaries) and
(ii) the Indenture dated as of January 15, 1996, between MFS and IBJ Schroder
Bank & Trust Company, as Trustee, as supplemented by the First Supplemental
Indenture dated as of January 15, 1996, pursuant to which the 8-7/8% Senior
Discount Notes of MFS were issued (as the same may be further supplemented,
amended, and modified subject to the provisions of SECTION 7.25 on and after
the date upon which MFS and its Subsidiaries are redesignated as Restricted
Subsidiaries).

MFS SUBORDINATED DEBT means any Debt owed by any Restricted Company to
an Unrestricted Subsidiary as permitted by SECTION 7.12(h) and any renewal or
extensions thereof.

MOODY'S means Moody's Investors Service, Inc. or any successor
thereto.

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

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<PAGE> 21
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 Eurodollar 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
Restricted 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 Facility A Lender, and its successors and assigns.

NET CASH PROCEEDS means, with respect to any Equity Issuance, cash
(freely convertible into 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
Restricted Company from such Equity Issuance, net of usual and customary
transaction costs and expenses and Assumed Taxes.

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 Facility A Notes, Facility A Competitive Bid Notes, and the Swing
Line Note.

NOTICE OF BORROWING is defined in SECTION 2.7(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 Restricted 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 Person and 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 and non-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) for the entire period on or after the Closing Date shall not
exceed $100,000,000) 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 Restricted Company from such Person);
provided that, in calculating Operating Cash Flow for the Consolidated
Companies, no more than 7.5% of such Operating Cash Flow may be comprised of

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<PAGE> 22
Operating Cash Flow of Unrestricted Subsidiaries. Only for the purpose of the
calculation of the Leverage Ratio with respect to the Consolidated Companies,
Operating Cash Flow of the Consolidated Companies shall be calculated after
giving effect to Acquisitions and divestitures of Restricted Companies
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 Consolidated 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 Consolidated 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 Restricted Company being sold, transferred, or otherwise disposed
of by any Restricted 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 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 Consolidated Companies by the Operating Cash Flow of
such newly-sold Restricted Companies during such period prior to the date of
the Permitted Disposition. Only for the purpose of the calculation of the
Leverage Ratio with respect to the Consolidated Companies, Operating Cash Flow
of the Consolidated Companies shall be adjusted to give effect to the
redesignation of MFS and its Subsidiaries as Restricted Companies on the first
day of the calculation period in which such Unrestricted Subsidiaries are
redesignated as Restricted Companies.

PARTICIPANT is defined in SECTION 11.14(e).

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

PERMITTED ACQUISITION means:

(a) Any Acquisition by a Restricted Company with a
Purchase Price of less than $250,000,000, so long as: (i) all
representations and warranties under the Loan Papers are true and
correct immediately prior to and after giving effect to the
Acquisition; and (ii) no Default or Potential Default exists at the
time of the Acquisition and after giving effect to the Acquisition;
provided that, if the Purchase Price for any Acquisition exceeds
$50,000,000 (or, shall exceed $50,000,000 when aggregated with all
other Acquisitions under this ITEM (a) consummated during any fiscal
quarter of the Restricted Companies), Borrower shall certify in
writing (delivered to Administrative Agent) compliance with the
requirements of this ITEM (a) on the closing date of such Acquisition,
and, to the extent applicable, shall comply with the requirements of
SECTION 5.2(b);

(b) Any Acquisition by a Restricted Company with a
Purchase Price of $250,000,000 or more, with respect to which each of
the following requirements shall have been satisfied:

(i) 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;

(ii) not later than the closing date of the
Acquisition, Borrower shall have delivered to Administrative
Agent a written description of the targeted entity to be

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<PAGE> 23
acquired and its operations and a copy of the related purchase
agreement (and, upon the request of Administrative Agent, all
of the schedules and exhibits thereto);

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

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

(v) 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

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

(c) 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 Restricted 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 ACQUISITION COMPLIANCE CERTIFICATE means a certificate
signed by a Responsible Officer of Borrower, substantially in the form of
EXHIBIT D-2.

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.

PERMITTED SUCCESSOR CORPORATION means any corporation into which
Borrower is merged or consolidated, so long as:

(a) immediately after giving effect to such merger or
consolidation, the surviving corporation shall have then-effective
ratings (or implied ratings) published by Moody's and S&P applicable
to such surviving corporation's senior, unsecured,
non-credit-enhanced, long term Debt, which ratings shall be equal to
or higher than the debt ratings of Borrower immediately prior to
giving effect to such merger or consolidation;

(b) such surviving corporation shall be a corporation
organized and existing under the laws of the United States of America,
any state thereof or the District of Columbia, and shall expressly
assume all of Borrower's obligations for the due and punctual payment
of the Obligation and the performance or observance of the Loan
Papers;

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<PAGE> 24
(c) immediately after giving effect to such merger or
consolidation, no Default or Potential Default shall have occurred and
be continuing;

(d) Borrower shall have delivered to Administrative Agent
a certificate signed by a Responsible Officer of Borrower and a
written opinion of counsel satisfactory to the Administrative Agent
(and its counsel), each stating that such merger or consolidation
complies with the requirements for a Permitted Successor Corporation
and that all conditions precedent herein provided for relating to such
merger or consolidation have been satisfied;

(e) No "Change of Control" (as defined in SECTION 8.8)
has occurred as a result of such merger or consolidation; and

(f) on and prior to the closing of any such merger or
consolidation, such merger and consolidation shall have been approved
and recommended by the board of directors of Borrower.

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.

PRIME RATE means the per annum rate of interest established from time
to time by NationsBank of Texas, N.A. as its prime rate, which rate may not be
the lowest rate of interest charged by NationsBank of Texas, N.A. to its
customers.

PRINCIPAL DEBT means, at the time of any determination thereof, the
sum of the Facility A Principal Debt and the Facility B Principal Debt.

PRO RATA or PRO RATA PART means:

(a) for each Facility A Lender with respect to
any commitment to fund (or to purchase participations pursuant
to SECTIONS 2.2 and 2.3, as the case may be), any reductions
of commitments, conversions or continuations of Borrowings
under Facility A, or any payment or prepayment under Facility
A, or any expense reimbursements pursuant to SECTION 10.2 --
the Commitment Percentage stated opposite such Facility A
Lender's name as set forth on SCHEDULE 2.1 to the Facility A
Agreement or the most recently-amended SCHEDULE 2.1, if any
(or, if the Facility A Commitments shall have expired or been
terminated, then the proportion that the Facility A Principal
Debt owed to such Facility A Lender under Facility A or any
subfacility thereunder (except the Competitive Bid
Subfacility), as applicable, bears to the Facility A Principal
Debt owed to all Facility A Lenders under Facility A or any
such subfacility thereunder (except the Competitive Bid
Subfacility), as applicable;

(b) for each Facility B Lender with respect to
any commitment to fund, any reductions of commitments,
conversions or continuations of borrowings under Facility B,
or any payment or prepayment under Facility B, or any expense
reimbursements pursuant to SECTION 10.2 of the Facility B
Agreement -- the "Commitment Percentage" stated opposite such
Facility B Lender's name as set forth on SCHEDULE 2.1 to the
Facility B Agreement or the most recently-amended SCHEDULE 2.1
to the Facility B Agreement, if any (or, if the Facility B
Commitments shall have expired or been terminated, then the

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<PAGE> 25
proportion that the Facility B Principal Debt owed to such
Facility B Lender under Facility B or any subfacility
thereunder (except the Competitive Bid Subfacility), as
applicable, bears to the Facility B Principal Debt owed to all
Facility B Lenders under Facility B or any such subfacility
thereunder (except the Competitive Bid Subfacility), as
applicable;

(c) for each Facility A Lender with respect to
any principal or interest payments on any Competitive
Borrowing -- the proportion that the outstanding principal
amount or accrued and unpaid interest (as the case may be)
owed to any Facility A Lender participating in such
Competitive Borrowing bears to the total principal amount
outstanding or accrued and unpaid interest (as the case may
be) owed to all Facility A Lenders participating in such
Competitive Borrowing;

(d) for each Facility B Lender with respect to
any principal or interest payments on any competitive
borrowing under Facility B -- the proportion that the
outstanding principal amount or accrued and unpaid interest
(as the case may be) owed to any Facility B Lender
participating in such competitive borrowing bears to the total
principal amount outstanding or accrued and unpaid interest
(as the case may be) owed to all Facility B Lenders
participating in such competitive borrowing; and

(e) for all other purposes with respect to any
Lender -- (i) at any time prior to the Term Conversion Date,
the proportion that the sum of such Lender's Committed Sums
under Facility A and Facility B bears to the Total Commitment,
(ii) at any time on or after the Term Conversion Date and so
long thereafter as the Facility A Commitment has not
terminated, the proportion that the sum of such Lender's
Committed Sum under Facility A plus the Facility B Principal
Debt owed to such Lender bears to the sum of the Facility A
Commitment plus the Facility B Principal Debt, or (iii) at any
time on and after the termination of both the Facility A
Commitment and the Facility B Commitment, the proportion that
the sum of (A) the Principal Debt owed to such Lender plus (B)
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.

PURCHASE PRICE means with respect to any Acquisition the "purchase
price" as specified and determined in accordance with the purchase agreement
and other related acquisition documents evidencing such Acquisition.

RECEIVABLES means all Rights of any Consolidated 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 dedicated telecommunications services provided by any such Consolidated
Company to its customers between designated customer premises.

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<PAGE> 26
RECEIVABLES DOCUMENTS means one or more receivables purchase
agreements entered into by one or more Consolidated Companies and each other
instrument, agreement, and document entered into by such Consolidated Companies
evidencing Accounts Receivable Financings.

RECEIVABLES PROGRAM ASSETS means (a) all Receivables in which
undivided percentage interests are transferred by any Consolidated Company
pursuant to the Receivables Documents, (b) all Receivables Related 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 D means Regulation D of the Board of Governors of the
Federal Reserve System, as amended.

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, at any time, the maximum rate at which
reserves (including, without limitation, any marginal, special, supplemental,
or emergency reserves) are required to be maintained under regulations issued
from time to time by the Board of Governors of the Federal Reserve System (or
any successor) by member banks of the Federal Reserve System against, in the
case of Eurodollar Rate Borrowings, "Eurocurrency liabilities" (as such term is
used in Regulation D). Without limiting the effect of the foregoing, the
Reserve Requirement shall reflect any other reserves required to be maintained
by such member banks with respect to (a) any category of liabilities which
includes deposits by reference to which the Adjusted Eurodollar Rate is to be
determined, or (b) any category of extensions of credit or other assets which
include Eurodollar Rate Borrowings. The Adjusted Eurodollar Rate shall be
adjusted automatically on and as of the effective date of any change in the
Reserve Requirement.

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<PAGE> 27
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 8.8,
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 any time of determination thereof, shall mean
Borrower and each of its Subsidiaries (other than the Unrestricted
Subsidiaries) of which more than 50% (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.

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 Facility A Agreement, as the same may be supplemented and modified from
time to time in accordance with the terms of the Facility A 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

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<PAGE> 28
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 CREDIT SUPPORT means assurances with respect to the following
obligations arising in the ordinary course of business of the Restricted
Companies: (a) obligations of the Restricted Companies to landlords of leased
premises under operating leases incurred in the ordinary course of business,
(b) obligations of any other Restricted Company under agreements for the
purchase or lease of network facilities or services entered into by any such
Restricted Company in the ordinary course of business, (c) Debt incurred in
accordance with SECTION 7.12(e); and (d) obligations of a type described in
SECTION 7.13(b)(iv).

SPECIAL REGULATORY APPROVALS means all necessary approvals,
authorizations, consents, adjudications, or orders of the FCC or any PUC with
respect to (i) any borrowings under the Loan Papers of amounts available
pursuant to Facility B, (ii) the extension of the Facility A Termination Date,
or (iii) the extension of the Facility B Termination Date (including any
extension to the Term Loan Maturity Date (as defined in the Facility B
Agreement) as a result of the Term Loan conversion pursuant to the Facility B
Agreement).

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 30, 1998, 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 Facility A 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 Facility A (the
Facility A Principal Debt of which may never exceed the aggregate of
$50,000,000), 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 Facility A 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.

TERM CONVERSION DATE means the date upon which the Facility B
Principal Debt is converted to a Term Loan pursuant to the Facility B
Agreement.

TERM LOANS means loans made by the Facility B Lenders pursuant to the
Facility B Agreement.

TOTAL COMMITMENT means, on any date of determination, the sum of all
Committed Sums for all Lenders in respect of Facility A and Facility B (as the
same may have been reduced or canceled as provided in the Loan Papers) then in
effect.

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<PAGE> 29
TOTAL DEBT means (without duplication), all Debt of the Restricted
Companies.

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

UNRESTRICTED SUBSIDIARIES, at any time of determination thereof, shall
mean (a) the Receivables Subsidiary, (b) any Subsidiary of Borrower designated
as an "Unrestricted Subsidiary" from time to time in accordance with SECTION
7.27, and (c) each of MFS and its Subsidiaries, until the date upon which such
companies are redesignated as Restricted Subsidiaries pursuant to SECTION 7.27.
UNRESTRICTED SUBSIDIARY, at any time of determination, shall mean any of the
Unrestricted Subsidiaries.

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. Unless
otherwise specified, in the Loan Papers (a) where appropriate, the singular
includes the plural and vice versa, and words of any gender include each other
gender, (b) heading and caption references may not be construed in interpreting
provisions, (c) monetary references are to currency of the United States of
America, (d) section, paragraph, annex, schedule, exhibit, and similar
references are to the particular Loan Paper in which they are used, (e)
references to "telecopy," "facsimile," "fax," or similar terms are to facsimile
or telecopy transmissions, (f) references to "including" mean including without
limiting the generality of any description preceding that word, (g) the rule of
construction that references to general items that follow references to
specific items are limited to the same type or character of those specific
items is not applicable in the Loan Papers, (h) references to any Person
include that Person's heirs, personal representatives, successors, trustees,
receivers, and permitted assigns, (i) references to any Law include every
amendment or supplement to it, rule and regulation adopted under it, and
successor or replacement for it, and (j) references to any Loan Paper or other
document include every renewal and extension of it, amendment and supplement to
it, and replacement or substitution for it.

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 BORROWING PROVISIONS.

2.1 Commitments. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Facility A Loan Papers, each
Facility A Lender severally and not jointly agrees to lend to Borrower such
Facility A Lender's Pro Rata Part of one or more Borrowings under Facility A
not to exceed such Facility A Lender's Committed Sum under Facility A, which,
subject to the Facility A Loan

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<PAGE> 30
Papers, Borrower may borrow, repay, and reborrow under this Facility A
Agreement; provided that (i) each such Borrowing must occur on a Business Day
and no later than the Business Day immediately preceding the Facility A
Termination Date; (ii) each such Borrowing shall be in an amount not less than
(A) $5,000,000 or a greater integral multiple of $1,000,000 (if a Base Rate
Borrowing), (B) $20,000,000 or a greater integral multiple of $1,000,000 (if a
Eurodollar Rate Borrowing), (C) $20,000,000 or a greater integral multiple of
$1,000,000 (if a Competitive Borrowing), or (D) $250,000 or a greater integral
multiple thereof (if a Swing Line Borrowing); and (iii) on any date of
determination, the Facility A Commitment Usage shall never exceed the Facility
A Commitment.

2.2 LC Subfacility under Facility A.

(a) Subject to the terms and conditions of this Facility
A Agreement and applicable Law, Administrative Agent agrees to issue
LCs upon Borrower's application therefor (denominated in Dollars or,
upon Borrower's request and subject to this SECTION 2.2, in a Foreign
Currency) by delivering to Administrative Agent a properly completed
notice (a "NOTICE OF LC," substantially in the form of EXHIBIT B-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 Facility A Commitment Usage
(calculated at the then-Dollar Equivalent of that amount) shall never
exceed the Facility A 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 (calculated at the then-Dollar Equivalent of
that amount) shall never exceed the Dollar Equivalent of $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 providing Special Credit Support for any
Restricted Company, and (v) each LC must expire no later than the
earlier of the thirtieth (30th) day prior to the Facility A
Termination Date and two years 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 Facility A 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 (or, with respect to the Existing Letters of Credit, on the
Closing Date), Administrative Agent shall be deemed to have sold and
transferred to each other Facility A Lender, and each other such
Facility A 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 (calculated from time
to time at the Dollar Equivalent amount of 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 Facility A Lender.

(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 Dollar Equivalent amount
(calculated at the then-Dollar Equivalent of such 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

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<PAGE> 31
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 (calculated at the then-Dollar Equivalent of
such amount) as a Borrowing under Facility A to the extent of
availability under Facility A; the proceeds of such Borrowing under
Facility A 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 Facility A, 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 Facility A Agreement under all
circumstances, including, without limitation, any of the following
circumstances: (A) any lack of validity or enforceability of this
Facility A 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 Facility A Lender, or any other Person,
whether in connection with this Facility A 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 Facility A Lenders pursuant to
SECTION 2.2(e) or under Facility A, Administrative Agent shall
promptly distribute any such payments received from Borrower with
respect to such draft to all Facility A Lenders funding such draft
according to their ratable share. Interest on any amounts remaining
unpaid by Borrower (and unfunded by a Borrowing under Facility A)
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 Facility A 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 Facility A Lender which received such
distribution shall, upon demand by Administrative Agent, contribute
such Facility A Lender's ratable portion of the amount (calculated at
the then-Dollar Equivalent of such 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 (calculated at the then-Dollar Equivalent of
such amount); provided that failure to give any such notice shall not
affect the obligations of Borrower hereunder. Administrative Agent
shall make payment (calculated at the then-Dollar Equivalent of such
amount) 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 be liable for any obligation of
any Person thereunder). Administrative Agent and Facility A Lenders
shall not be responsible for, and Borrower's reimbursement obligations
for honored drafts shall not be affected by, any matter or event

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<PAGE> 32
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 Consolidated Company, the
beneficiary of any LC, or any other Person to whom any LC may be
transferred, or any claims whatsoever of any Consolidated Company
against any beneficiary of any LC or any such transferee; provided
that, nothing in this Facility A 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
Facility A 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 Facility A Lender of such failure, of the date and amount of the
draft (calculated at the then-Dollar Equivalent of such amount) paid,
and of such Facility A Lender's Pro Rata Part thereof. Each Facility A
Lender shall promptly and unconditionally make available to
Administrative Agent in immediately available funds such Facility A
Lender's Pro Rata Part of such unpaid reimbursement obligation
(calculated at the then-Dollar Equivalent of such amount), 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
Facility A 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 Facility A Lender to Administrative Agent. The
obligations of Facility A 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 Facility A Agreement
under all circumstances, including, without limitation, any of the
following circumstances: (i) any lack of validity or enforceability of
this Facility A 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 Facility A Lender, or any other
Person, whether in connection with this Facility A 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 Facility A Lenders for all losses, costs,
damages, expenses, and reasonable attorneys' fees suffered or incurred
by Administrative Agent and Facility A Lenders as a direct result
thereof.

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<PAGE> 33
(g) Administrative Agent agrees with each Facility A
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
Agent's sole liability to each Facility A 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 Facility A Lender who has acquired a participating interest
therein such Facility A Lender's ratable portion of any payments made
to Administrative Agent by Borrower pursuant to SECTION 2.2(c). Each
Facility A 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, Facility A
Lenders, and their respective Representatives shall not be liable to
any other Facility A Lender or any Consolidated 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
Consolidated Companies and Facility A Lenders and shall not place
Administrative Agent or any of its Representatives under any resulting
liability to any Consolidated Company or any Facility A Lender. Any
action taken or omitted 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 Facility A Lender or any
Consolidated Company.

(h) On the Facility A 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 Facility A Lenders, (i) cash collateral in an amount equal
to the LC Exposure existing on such date (calculated at the
then-Dollar Equivalent of such amount) and (ii) such additional cash
collateral as Administrative Agent may from time to time require to
adjust for fluctuations in exchange rates, so that the cash collateral
amount shall at all times equal or exceed the LC Exposure (calculated
at the then-Dollar Equivalent of such amount).

(i) IN ADDITION TO AMOUNTS PAYABLE AS ELSEWHERE PROVIDED
IN THIS FACILITY A AGREEMENT, BORROWER HEREBY AGREES TO PROTECT,
INDEMNIFY, PAY (CALCULATED AT THE THEN-DOLLAR EQUIVALENT OF SUCH
AMOUNT) AND SAVE ADMINISTRATIVE AGENT AND EACH FACILITY A 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 FACILITY A 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 FACILITY A LENDER IN RESPECT OF ANY LIABILITY ARISING OUT
OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH PARTY OR ANY

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<PAGE> 34
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
FACILITY A 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 Facility A
Agreement, drafts under any LC shall be deemed part of the Obligation,
and in the event of any conflict between the terms of this Facility A
Agreement and any LC Agreement, the terms of this Facility A Agreement
shall be controlling.

(k) Borrower, Administrative Agent, and Facility A
Lenders hereby agree that on and as of the Closing Date, the Existing
Letters of Credit shall be deemed to have been issued pursuant to the
LC Subfacility for all purposes, such that (i) the availability under
the Facility A Commitment shall be reduced on the Closing Date by the
LC Exposure of the Existing Letters of Credit; (ii) the LC Agreements
executed by Borrower in connection with the issuance of such Existing
Letters of Credit shall be subject to the terms and provisions of this
Facility A Agreement and shall constitute Facility A Loan Papers
hereunder; (iii) all obligations and indebtedness of any Restricted
Company with respect to the Existing Letters of Credit, including,
without limitation, any reimbursement obligations thereunder, shall
constitute a part of the Obligation for all purposes under the Loan
Papers; (iv) on and as of the Closing Date, Administrative Agent shall
sell, and each Facility A Lender shall purchase, a participation (to
the extent of each Facility A Lender's Pro Rata Part thereof) in such
Existing Letters of Credit, each draw thereunder, the reimbursement
obligations of Borrower thereunder with respect thereto (other than
obligations to pay the fees provided in SECTIONS 4.3 and 4.4 or
similar fees in connection with the issuance of such LC), and such
Existing Letters of Credit shall thereafter be deemed to be issued by
Administrative Agent pursuant to and in accordance with the LC
Subfacility.

2.3 Swing Line Subfacility under Facility A.

(a) For the convenience of the parties and as an integral
part of the transactions contemplated by the Facility A 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 Facility A 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 $50,000,000; (iii) on any date of
determination, the Facility A Commitment Usage shall never exceed the
Facility A 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 Facility A 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 Facility A 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

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<PAGE> 35
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 or the Swing Line
Maturity Date), Administrative Agent shall timely notify each Facility
A 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 Facility A 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, Facility A Lender's Pro Rata Part
thereof, and each Facility A Lender shall make available to
NationsBank in immediately available funds such Facility A Lender's
Pro Rata Part of such unpaid amount. All such amounts payable by any
Facility A Lender shall include interest thereon from the date on
which such payment is payable by such Facility A Lender to, but not
including, the date such amount is paid by such Facility A Lender to
Administrative Agent, at the Federal Funds Rate. If such Facility A
Lender does not promptly pay such amount upon Administrative Agent's
demand therefor, and until such time as such Facility A 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 Facility A 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.

2.4 Competitive Bid Subfacility.

(a) In addition to Borrowings under Facility A otherwise
provided for herein, but subject to the terms and conditions of the
Facility A Loan Papers, Borrower may, as set forth in this SECTION
2.4, request Facility A Lenders to make offers to make Competitive
Borrowings under Facility A. Facility A 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
under Facility A made by all Facility A Lenders shall not exceed the
Competitive Bid Availability under Facility A then in effect; (ii) on
any date of determination, the Facility A Commitment Usage shall not
exceed the Facility A Commitment; and (iii) each Borrowing under the
Competitive Bid Subfacility in respect of Facility A must occur on a
Business Day and prior to the Business Day immediately preceding the
Facility A Termination Date.

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<PAGE> 36
Request shall refer to this Facility A Agreement and shall specify (i)
whether the Competitive Borrowing then being requested will be
comprised of Eurodollar Rate Borrowings or Fixed Rate Borrowings, (ii)
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 (iii) the Interest Period with respect thereto (which
may not be more than six months and which may not extend beyond the
Facility A Termination Date). Promptly after its receipt of a
Competitive Bid Request that is not rejected as aforesaid,
Administrative Agent shall notify Facility A Lenders of the
Competitive Bid Request on a form substantially similar to EXHIBIT B-5
hereto, pursuant to which the Facility A Lenders are invited to bid,
subject to the terms and conditions of this Facility A Agreement, to
make Competitive Borrowings pursuant to such Competitive Bid Request.
Notwithstanding the foregoing, Administrative Agent shall have no
obligation to invite any Facility A Lender to make a Competitive Bid
pursuant to this SECTION 2.4 until such Facility A Lender has
delivered a completed Administrative Questionnaire to Administrative
Agent.

(c) Each Facility A Lender may make one or more
Competitive Bids to Borrower responsive to each respective Competitive
Bid Request. Each Competitive Bid by a Facility A Lender must be
received by Administrative Agent substantially in the form of EXHIBIT
B-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 Eurodollar 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 B-6 may be rejected by
Administrative Agent after conferring with, and upon the instruction
of, Borrower, and Administrative Agent shall notify the appropriate
Facility A Lender of such rejection as soon as practicable. Each
Competitive Bid shall refer to this Facility A 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 Facility A
Lender's Committed Sum under Facility A, subject to the limitations
set forth in SECTION 2.4(a) hereof) of the Competitive Borrowing such
Facility A Lender is willing to make to Borrower, (y) specify the
Competitive Bid Rate at which such Facility A 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 Facility 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 Facility A 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
for Facility A 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
Eurodollar Rate

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<PAGE> 37
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 under Facility A 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 under Facility A unless the aggregate principal
amount to be funded pursuant to all accepted bids under Facility A
shall be in a minimum amount of $5,000,000 or a greater integral
multiple of $1,000,000 for each respective Facility A Lender whose bid
is accepted. Notwithstanding the foregoing, if it is necessary for
Borrower to accept a ratable allocation of the bids for Facility A
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 Facility A Lenders submitting Competitive Bids is not sufficient
to enable Competitive Borrowings to be allocated to each such Facility
A Lender in a minimum principal amount of $5,000,000 or a greater
integral multiple of $1,000,000, then Borrower shall select the
Facility A 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 Facility A Lender whether or not its Competitive Bid has been
accepted (which notice to those Facility A 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 Facility A Lender of the aggregate
principal amount of all Competitive Bids under Facility A accepted for
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 Facility A Lender, it
shall submit such bid directly to Borrower one-half hour earlier than
the latest time at which the other Facility A 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 any Competitive Borrowing on such day,
Borrower shall be deemed to have given a Notice of Borrowing
requesting the Facility A Lenders to make a Borrowing under Facility A
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.

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2.5 Optional Renewal of Facility A Commitments

(a) Optional Renewal Procedures. Borrower may request
that the Facility A Termination Date be extended for all or a portion
of the Facility A Commitment to a date which is no later than one year
after the then-current Facility A Termination Date; provided that, (i)
any such extension request shall be made in writing (a "FACILITY A
EXTENSION REQUEST") by Borrower and delivered to Administrative Agent
no more than 90 days prior to (but no later than 45 days prior to) any
of the first five anniversary dates of the Closing Date; (ii) no more
than two such Facility A Extension Requests may be made by Borrower;
and (iii) no Facility A Extension Request may be made which would have
the effect of extending the Facility A Termination Date to a date
later than the last day of the seventh year following the Closing
Date. Promptly upon receipt of a Facility A Extension Request,
Administrative Agent shall notify Facility A Lenders of such request.

(i) Lenders' Response to Facility A Extension
Request. The Facility A Lenders may, at their option, accept
or reject such Facility A Extension Request by giving written
notice to Administrative Agent delivered no later than 30 days
prior to the anniversary of the Closing Date referred to in
the Facility A Extension Request (the "FACILITY A RESPONSE
DATE"). If any Facility A Lender shall fail to give such
notice to Administrative Agent by the Facility A Response
Date, such Facility A Lender shall be deemed to have rejected
the requested extension. If the Facility A Extension Request
is not consented to by Facility A Lenders holding at least
66-2/3% of the Facility A Commitment by the Facility A
Response Date, the Facility A Extension Request will be
rejected, and Facility A will terminate on the then-current
Facility A Termination Date. If the Facility A Lenders
holding at least 66-2/3% of the Facility A Commitment consent
to the Facility A Extension Request by the Facility A Response
Date, the Facility A Termination Date for those Facility A
Lenders consenting to the extension (for purposes of this
SECTION 2.5(a), the "ACCEPTING LENDERS") shall be
automatically extended for an additional year past the
then-effective Facility A Termination Date.

(ii) Additional Procedures to Extend the Rejected
Amount. If the Facility A Extension Request is consented to
by Facility A Lenders holding not less than 66-2/3% of the
Facility A Commitment, but fewer than all Facility A Lenders
(any Facility A Lender not consenting to the Facility A
Extension Request being referred to in this SECTION 2.5(a) as
a "REJECTING LENDER"), then Administrative Agent shall
promptly notify the Accepting Lenders and Borrower of the
aggregate Facility A Committed Sums held by the Rejecting
Lenders (as used in this SECTION 2.5(a), the "REJECTED
AMOUNT"). Each Accepting Lender shall have the Right, but not
the obligation, to elect to increase its respective Facility A
Committed Sum by an amount not to exceed the Rejected Amount,
which election shall be made by notice from each Accepting
Lender to the Administrative Agent given not later than ten
days after the date notified by Administrative Agent,
specifying the amount of such proposed increase in such
Accepting Lender's Facility A Committed Sum. If the aggregate
amount of the proposed increases in the Facility A Committed
Sums of all Accepting Lenders making such an election does not
equal or exceed the Rejected Amount, then Borrower shall have
the Right to add one or more financial institutions (which are
not Rejecting Lenders and which are Eligible Assignees) as
Facility A Lenders (as used in this SECTION 2.5(a), a
"PURCHASING LENDER") to replace such Rejecting Lenders, which
Purchasing Lenders shall have aggregate Facility A Committed
Sums not greater than those of the Rejecting Lenders (less any
increases in

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the Facility A Committed Sums of Accepting Lenders, as
described in the following CLAUSE (iii)). The transfer of
Facility A Committed Sums and outstanding Borrowings from
Rejecting Lenders to Purchasing Lenders or Accepting Lenders
shall take place on the effective date of, and pursuant to the
execution, delivery, and acceptance of, an Assignment and
Acceptance Agreement in accordance with the procedures set
forth in SECTION 11.14.

(iii) Adjustments to, and Terminations of, Facility
A Commitments.

(A) If less than 100% of the Facility A
Commitment is extended (whether by virtue of
Borrower's failure to request an extension of the
full Facility A Commitment or by virtue of any
Facility A Lender not consenting to any Facility A
Extension Request), then the Facility A Commitment
shall automatically be reduced on the Facility A
Termination Date on which the applicable approved
extension is effective by an amount equal to (as the
case may be) (i) the portion of the Facility A
Commitment not requested to be extended by Borrower
in its Facility A Extension Request or (ii) the
amount of the Rejected Amount (to the extent not
replaced by Accepting Lenders or Purchasing Lenders
pursuant to the procedures set forth in the foregoing
SECTION 2.5(a)(ii)). Each Rejecting Lender shall
have no further obligation or Facility A Committed
Sum following the Facility A Termination Date on
which the applicable approved extension is effective,
other than any obligation accruing prior to such date
as provided herein.

(B) If the aggregate amount of the proposed
increases in the Facility A Committed Sums of all
Accepting Lenders making an election to increase
their respective Facility A Committed Sums is in
excess of the Rejected Amount, then (i) the Rejected
Amount shall be allocated pro rata among such
Accepting Lenders based on the respective amounts of
the proposed increases to Facility A Committed Sums
elected by such Accepting Lenders; and (ii) the
respective Facility A Committed Sums of each such
Accepting Lender shall be increased by the respective
amount allocated pursuant to CLAUSE (i) of this
SECTION 2.5(a)(iii)(B), such that, after giving
effect to the approved extensions and all such
terminations and increases, no reduction will occur
in the aggregate amount of the Facility A Commitment.

(C) If the aggregate amount of the
proposed increases to the Facility A Committed Sums
of all Accepting Lenders making such an election to
so increase their respective Facility A Committed
Sums equals the Rejected Amount, then the respective
Facility A Committed Sums of such Accepting Lenders
shall be increased by the respective amounts of their
proposed increases, such that, after giving effect to
the approved extensions and all such terminations and
increases, no reduction will occur in the aggregate
amount of the Facility A Commitment.

(D) If the aggregate amount of the
proposed increases to the Facility A Committed Sums
of all Accepting Lenders making such an election is
less than the Rejected Amount, then (i) the
respective Facility A Committed Sums of each such
Accepting Lender shall be increased by the respective
amount of its proposed increase; and (ii) the amount
of the Facility A Commitment shall be

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<PAGE> 40
reduced by the amount of the Rejected Amount (to the
extent not replaced by the Accepting Lenders or the
Purchasing Lenders, if any).

(b) No Obligation to Renew. Borrower acknowledges that
(i) neither Administrative Agent nor any Facility A Lender has made
any representations to Borrower regarding its intent to agree to any
extensions set forth in this Section, (ii) neither Administrative
Agent nor any Facility A Lender shall have any obligation to extend
the Facility A Commitment (or any portion thereof), and (iii)
Administrative Agent's and Facility A Lenders' agreement to one or
more extensions shall not commit Administrative Agent or the Facility
A Lenders to any additional extensions. In addition, no extensions
shall be granted under this Section unless and until the Restricted
Companies have obtained all necessary Authorizations for such
extensions and Borrower has delivered to Administrative Agent (A)
legal opinions of the Restricted Companies' regulatory counsel, in
form and substance acceptable to Administrative Agent and its counsel,
confirming that all necessary Authorizations have been obtained by the
Restricted Companies and no further approvals, authorizations,
consents, adjudications, or orders of the FCC or any state PUC are
required to be obtained by the Restricted Companies in connection with
such extension, and (B) any other evidence of such necessary
Authorizations as Administrative Agent or its counsel may reasonably
request.

2.6 Termination of Commitments 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 Facility A 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 Facility A Commitment
may not be reduced below the Facility A Commitment Usage; and (c) each
reduction shall be allocated Pro Rata among the Facility A Lenders in
accordance with their respective Pro Rata Parts. Promptly after receipt of
such notice of termination or reduction, Administrative Agent shall notify each
Facility A Lender of the proposed cancellation or reduction. Such termination
or partial reduction of the Facility A Commitment shall be effective on the
Business Day 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
Facility A Commitment and the Facility B Commitment are both reduced to zero at
a time when there shall be no outstanding LCs or Principal Debt, this Facility
A 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 relating to Facility A then due and owing shall
be immediately due and payable, without notice or demand by Administrative
Agent or any Facility A Lender.

2.7 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 B-1) to
Administrative Agent requesting that Facility A 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
Eurodollar 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 Eurodollar Rate Borrowing or on the Business Day immediately
preceding the Borrowing Date for any Base Rate Borrowing.
Administrative Agent shall timely notify each Facility A Lender with
respect to each Notice of Borrowing relating to Facility A.

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<PAGE> 41
(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 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 Facility A Lender
prior to a Borrowing Date that such Facility A Lender does not intend
to make available to Administrative Agent such Facility A Lender's Pro
Rata Part of the applicable Borrowing, Administrative Agent may assume
that such Facility A 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 Facility A Lender on such Borrowing Date, Administrative
Agent shall be entitled to recover such corresponding amount on demand
(i) from such Facility A 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 Facility A Lender, or (ii) if such Facility A 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 Facility A Lender shall be responsible for the failure of any other
Facility A Lender to make its Pro Rata Part of any Borrowing.

SECTION 3 TERMS OF PAYMENT; NEGATIVE PLEDGE.

3.1 Loan Accounts, Notes, and Payments.

(a) The Facility A Principal Debt owed to each Facility A
Lender shall be evidenced by one or more loan accounts or records
maintained by such Facility A Lender in the ordinary course of
business. The loan accounts or records maintained by the
Administrative Agent (including, without limitation, the Register) and
each Facility A Lender shall be conclusive evidence absent manifest
error of the amount of the Borrowings made by Borrower from each
Facility A Lender under Facility A (and subfacilities thereunder) and
the interest and principal payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect
the obligation of Borrower under the Loan Papers to pay any amount
owing with respect to the Obligation.

(b) Upon the request of any Facility A Lender made
through the Administrative Agent, the Facility A Principal Debt owed
to such Facility A Lender may be evidenced by one or more of the
following Notes (as the case may be): (i) a Facility A Note (with
respect to Facility A Principal Debt other than under the Swing Line
Subfacility or the Competitive Bid Subfacility); (ii) a Facility A
Competitive Bid Note (with respect to Principal Debt arising and
outstanding under the Competitive Bid Subfacility under Facility A);
and (iii) a Swing Line Note (with respect to Principal Debt arising
under the Swing Line Facility).

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<PAGE> 42
(c) 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 Facility A Lender any payment or prepayment to which such
Facility A 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 Facility A
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 Facility A
Lenders.

3.2 Interest and Principal Payments.

(a) Interest on each Eurodollar 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 and on the Facility A
Termination Date, as applicable; 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 Facility A
Termination Date.

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

(c) On any date of determination, if the Facility A
Commitment Usage exceeds the Facility A Commitment then in effect
(whether as a result of fluctuations in exchange rates or otherwise),
or if the Swing Principal Debt exceeds the Swing Line Subfacility then
in effect, then Borrower shall make a mandatory prepayment of the
Facility A Principal Debt 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.

(d) After giving Administrative Agent advance written
notice of the intent to prepay, Borrower may voluntarily prepay all or
any part of the Facility A 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 Eurodollar 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
Eurodollar 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.

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<PAGE> 43
Notwithstanding the foregoing, Borrower shall not voluntarily prepay
any Competitive Borrowing prior to the last day of the Interest Period
therefor.

(e) This SECTION 3.2(e) shall apply in the event of an
asset disposition by any Restricted 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. In the event that any
Restricted 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 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 and LC Exposure on
the date of such disposition, and the denominator of which fraction
shall be the outstanding consolidated aggregate pari passu Debt on
such date. Prepayments on the Obligation under this SECTION 3.2(e)
shall be applied in such order and manner as set forth in SECTION
3.11(b).

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 Facility A Agreement), the Base Rate plus the
Applicable Margin for Base Rate Borrowings, the Adjusted Eurodollar Rate plus
the Applicable Margin for Eurodollar Rate Borrowings, 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 Facility A 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 Facility A 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 Facility A Principal Debt, 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

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<PAGE> 44
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 Facility A Principal Debt.

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 Eurodollar Rate Borrowing, a Fixed Rate
Borrowing, Base Rate Borrowings calculated with reference to the
Federal Funds Rate 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
calculated with reference to Prime Rate. All interest rate
determinations and calculations by Administrative Agent shall be
conclusive and binding absent manifest error.

(b) The provisions of this Facility A Agreement relating
to calculation of the Base Rate, the Adjusted Eurodollar 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 Facility A 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 Facility A
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 Facility A Lenders shall, to the maximum extent
permitted under applicable Law, (a) treat all Borrowings as but a single
extension of credit (and Facility A 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, Facility A Lenders
shall refund such excess, and, in such event, Facility A 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.

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<PAGE> 45
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 Facility A 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 Facility
A Principal Debt; and (d) no more than an aggregate of ten (10) Interest
Periods (including, without limitation, Interest Periods for Competitive
Borrowings and Interest Periods under Facility B) shall be in effect at one
time.

3.10 Conversions. Borrower may (a) convert a Eurodollar 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 Eurodollar Rate Borrowing, and
(c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing),
by giving notice (a "NOTICE OF CONVERSION," substantially in the form of
EXHIBIT B-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
Eurodollar 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 the principal amount converted to, or continued as, a Eurodollar
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
Facility A Lender with respect to each Notice of Conversion. Absent Borrower's
Notice of Conversion or election of a new Interest Period, a Eurodollar Rate
Borrowing shall be deemed converted to a Base Rate Borrowing effective as of
the expiration of the Interest Period applicable thereto. No Eurodollar Rate
Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and
no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the
interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate.

3.11 Order of Application.

(a) So long as no Default or Potential Default has
occurred and is continuing, payments and prepayments of the Obligation
shall be applied in the order and manner as Borrower may direct;
provided that, each such payment or prepayment (other than payments of
fees payable solely to Administrative Agent, Facility B Administrative
Agent, or a specific Lender) shall be allocated among Lenders in
proportion to their respective Pro Rata Parts appropriate for the
Facilities (or subfacilities thereunder) in respect of which such
payments were made.

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<PAGE> 46
Facility A Lenders have purchased participations in the Swing
Principal Debt pursuant to SECTION 2.3(b) hereof, in which case
payment shall be allocated Pro Rata among NationsBank and such
participating Facility A Lenders; (iv) to the ratable payment of any
reimbursement obligation with respect to any LC issued pursuant to
Facility A which is due and payable and which remains unfunded by any
Borrowing under Facility A; provided that, such payments shall be
allocated ratably among NationsBank and the Facility A Lenders which
have funded their participation in such LC; (v) to the Pro Rata
payment of 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)
as a deposit with Administrative Agent, for the benefit of Facility A
Lenders, as security for, and to provide for the payment of, any
reimbursement obligations, if any, thereafter arising with respect to
any issued and outstanding LCs issued pursuant to Facility A; and
(vii) to the payment of the remaining Obligation in the order and
manner Determining Lenders deem appropriate.

Subject to the provisions of SECTION 10 and provided that Administrative Agent
shall in any event not be bound to inquire into or to determine the validity,
scope, or priority of any interest or entitlement of any Lender and may suspend
all payments or seek appropriate relief (including, without limitation,
instructions from Determining Lenders or an action in the nature of
interpleader) in the event of any doubt or dispute as to any apportionment or
distribution contemplated hereby, Administrative Agent shall: (i) promptly
distribute such amounts to each Facility A Lender in accordance with the
Facility A Agreement and the related Facility A Loan Papers, and (ii) promptly
distribute all payments allocable to Facility B or the Facility B Lenders to
the Facility B Administrative Agent for distribution in accordance with
Facility B and the related Facility B Loan Papers.

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

3.15 Basis Unavailable or Inadequate for Eurodollar Rate. If, on
or before any date on which a Eurodollar Rate is to be determined for a
Borrowing, Administrative Agent determines that the basis for

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<PAGE> 47
determining any such rate is not available or Determining Lenders determine
that the resulting rate does not accurately reflect the cost to Facility A
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 Facility A 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 for Base Rate Borrowings. Until Administrative Agent
notifies Borrower that the circumstances giving rise to such condition no
longer exist, Facility A Lenders' commitments hereunder to make or maintain, or
to convert to, Eurodollar Rate Borrowings shall be suspended and such
Borrowings shall be made or maintained at the sum of the Base Rate plus the
Applicable Margin for Base Rate Borrowings. Subject to the terms and
conditions of this Facility A Agreement, if Administrative Agent notifies
Borrower that the circumstances giving rise to the suspension of Facility A
Lenders' obligations to make or maintain Eurodollar Rate Borrowings no longer
exist, Borrower shall be entitled to request Eurodollar Rate Borrowings and
convert Base Rate Borrowings to Eurodollar Rate Borrowings as if the provisions
of this Section had never applied.

3.16 Additional Costs.

(a) If, in respect of all or any portion of any Facility
A Lender's commitment hereunder, any Eurodollar Rate Borrowing, or any
Fixed Rate Borrowing owed to any Facility A Lender (i) any present or
future Law shall impose, modify, or deem applicable, or compliance by
such Facility A 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 Facility A Lender hereunder or an increase in
the costs incurred by such Facility A Lender in advancing or
maintaining any portion of any Eurodollar Rate Borrowing or any Fixed
Rate Borrowing, then (A) such Facility A 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 Facility A 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 Facility A 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 Facility A 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
Facility A Lender's or Administrative Agent's capital as a consequence
of its obligations under this Facility A 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 Facility A 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 Administrative Agent or such Facility A 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

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Facility A Lender) or such Facility A 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
Facility A Agreement.

3.17 Change in Laws. If at any time any Law shall make it unlawful
for any Facility A Lender to make or maintain Eurodollar Rate Borrowings, then
such Facility A Lender (through Administrative Agent) shall promptly notify
Borrower and Administrative Agent, and (a) in respect of undisbursed funds,
such Facility A 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 Eurodollar Rate Borrowing, without penalty,
but with any related Consequential Loss.

3.18 Consequential Loss. Borrower shall indemnify each Facility A
Lender against, and shall pay to such Facility A Lender within ten (10) days
after demand, any Consequential Loss of such Facility A Lender. Such
Consequential Loss shall include, without limitation, an amount equal to the
excess, if any, of (a) the amount of interest which otherwise would have
accrued on the principal amount so paid, converted, or not borrowed for the
period from the date of such payment, conversion, or failure to borrow to the
last day of the Interest Period for such Eurodollar Rate Borrowing (or, in the
case of a failure to borrow, the Interest Period for such Eurodollar Rate
Borrowing which would have commenced on the date specified for such Borrowing)
at the applicable rate of interest for such Eurodollar Rate Borrowing provided
for in this Facility A Agreement over (b) the interest component of the amount
such Facility A Lender would have bid in the London interbank market for Dollar
deposits of leading banks and amounts comparable to such principal amount and
with maturities comparable to such period. When any Facility A Lender demands
that Borrower pay any Consequential Loss, such Facility A 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 Facility A Agreement.

3.19 Negative Pledge. Borrower hereby covenants and agrees (and
agrees to cause each Restricted Company) 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 Restricted 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) Borrower (for itself and on behalf of the Restricted Companies) hereby
grants to Lenders an equal and ratable Lien in and to the Property so
encumbered, (b) 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 (c)
upon the request of Administrative Agent, Borrower (for itself and on behalf of
the Restricted Companies) 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 Facility A
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 22, 1997, 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 Facility A Lenders, in accordance with their
respective Pro Rata Parts, a fee for each LC, payable in installments in
arrears, so long as such LC remains outstanding. Such installments shall be
paid for the period from and including the date of issuance of the applicable
LC to but excluding the next quarterly payment date (as hereinafter specified),
and thereafter 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. Such installments shall be paid on each March 31, June 30,
September 30, December 31, and (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 Eurodollar 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 arrears, so long as such LC remains outstanding. Such
installments shall be paid for the period from and including the date of
issuance of the applicable LC to but excluding the next quarterly payment date
(as hereinafter specified), and thereafter 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. Such installments shall be paid on
each March 31, June 30, September 30, December 31, and (if earlier) the expiry
date of such LC. Each such installment shall be in an amount equal to the
product of (a) 0.100% 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 under
Facility A 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 Facility A Commitment Fees. Following the Closing Date,
Borrower shall pay to Administrative Agent, for the ratable account of Facility
A Lenders, a commitment fee, payable in

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installments in arrears, on each March 31, June 30, September 30, and December
31 and on the Facility A Termination Date, commencing September 30, 1997. Each
installment shall be in an amount equal to the Applicable Margin for Commitment
Fees under Facility A multiplied by the amount by which (i) the average daily
Facility A Commitment exceeds (ii) the average daily Facility A 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). Solely for
the purposes of this SECTION 4.6, (i) determinations of the average daily
Facility A Commitment Usage shall exclude the Facility A 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 Facility A Commitment Usage for such Lender
up to, but not in excess of, the amount which causes the Facility A Commitment
Usage of such Lender to equal the Committed Sum in respect of Facility A of
such Lender); and (ii) "ratable" shall mean, for any period of calculation,
with respect to any Facility A Lender, that proportion which (x) the average
daily unused Facility A Committed Sum of such Facility A Lender during such
period bears to (y) the amount of the average daily unused Facility A
Commitment during such period.

SECTION 5 CONDITIONS PRECEDENT.

5.1 Conditions Precedent to Closing. This Facility A 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 Facility A Lenders).

5.2 Conditions Precedent to a Permitted Acquisition.

(a) Prior to the consummation of any Acquisition pursuant
to ITEM (a) of the definition of "Permitted Acquisition" (whether or
not the purchase price for such Acquisition is funded by Borrowings),
Borrower shall deliver to Administrative Agent a written certification
that (i) all representations and warranties under the Loan Papers are
true and correct immediately prior to and after giving effect to the
Acquisition, and (ii) no Default or Potential Default exists at the
time of the Acquisition and after giving effect to the Acquisition;
provided that, no such written certification shall be required if the
Purchase Price for the Acquisition does not exceed $50,000,000 (and
does not exceed $50,000,000 when aggregated with all other Permitted
Acquisitions satisfying the requirements of ITEM (a) under the
definition of "Permitted Acquisition" consummated during the fiscal
quarter of Borrower and its Restricted Subsidiaries in which the
Acquisition occurs) so long as Borrower confirms in its next quarterly
or annual Compliance Certificates required to be delivered pursuant to
SECTIONS 7.3(a) and 7.3(b) its compliance with CLAUSES (i) and (ii)
above with respect to such Acquisition consummated during the subject
period.

(b) Prior to the consummation of any Acquisition (whether
or not the purchase price for such Acquisition is funded by
Borrowings), Borrower shall deliver to Administrative Agent all
supplements to, or revisions of, SCHEDULES 6.13, 7.12, 7.13, and 7.20
which are required to make the disclosures in such Schedules accurate
after giving effect to such Acquisition, so long as, on or prior to
the date of consummation of such Acquisition, the consent of
Determining Lenders with respect to such revised or supplemental
Schedules have been obtained. In addition, prior to the consummation
of any Acquisition pursuant to ITEMS (b) and (c) of the definition of
"Permitted Acquisition" (whether or not the purchase price for such
Acquisition is funded by Borrowings), Borrower shall have delivered to
Administrative Agent a Permitted Acquisition

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Compliance Certificate (substantially in the form of EXHIBIT D-2 and
otherwise acceptable to Administrative Agent).

5.3 Conditions Precedent to Each Borrowing. In addition to the
conditions stated in SECTION 5.1 and SECTION 5.2, Facility A 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 any
Consolidated 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) the facts on which such
representations and warranties are based have been changed by transactions
contemplated or permitted by the Loan Papers and, if applicable, supplemental
Schedules have been delivered with respect thereto; provided that any changes
to SCHEDULES 6.13, 7.12, 7.13 or 7.20 must also be approved by Determining
Lenders); (d) no change in the financial condition of any Consolidated 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 contemplated by ITEMS (b) or (c) of the
definition of Permitted Acquisition, Administrative Agent shall have timely
received certified copies of any and all purchase agreements (together with,
upon the request of Administrative Agent, all schedules and exhibits thereto)
executed by any Consolidated Company in connection with such Permitted
Acquisition, accompanied by all financial information, projections, and
certifications required by the Loan Papers in connection with a Permitted
Acquisition, including, without limitation, all items required in SECTION 5.2;
and (i) 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 Facility A Agreement is material to the
transactions contemplated in this Facility A 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
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 Extensions of Facility A Termination
Date. In addition to the conditions stated in SECTION 2.5, SECTION 5.1, and
SECTION 5.3, Facility A Lenders shall not be obligated to extend the Facility A
Termination Date until such time as the Restricted Companies have obtained the
necessary Special Regulatory Approvals and have delivered to Administrative
Agent (i) legal opinions of the Restricted 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
Restricted Companies and no further approvals, authorizations, consents,
adjudications or orders of the FCC or any state PUC are required to be obtained
by the Restricted Companies in connection with the extension of

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the Facility A Termination Date; and (ii) 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 Facility A 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 Restricted Companies; (iii) capital expenditures of
the Restricted Companies; (iv) the financing of Permitted Acquisitions; (v)
repayment of outstanding indebtedness under the Existing Agreement; and (vi)
repayment of all or a portion of the redemption premium and outstanding
indebtedness under the MFS Note Agreements or any Debt of Borrower issued in
replacement of the MFS Note Agreements to the extent such Debt is permitted by
SECTION 7.12(f); and (b) will use all LCs issued pursuant to Facility A solely
for purposes of providing Special Credit Support for any Restricted Company in
the ordinary course of business of the Restricted Companies. No Restricted
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 Regulations
G, T, U, or X (as enacted by the Board of Governors of the Federal Reserve
System, as amended). 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 except any payments or redemptions of any Debt under the MFS Note
Agreements or any Debt of Borrower issued in exchange for the MFS Note
Agreements to the extent such Debt is permitted by SECTION 7.12(f).

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 6.2, 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 Restricted Company (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, 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 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 consummation of the relevant Permitted Acquisition or upon the occurrence
of any event for which Special Regulatory Approvals are required, and (ii)
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
Restricted Companies of, or the benefits to be derived by the Restricted
Companies from, the relevant Permitted Acquisition. 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

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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 6.2 (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). Each Unrestricted Subsidiary is
identified as such on SCHEDULE 6.2. 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 6.2 (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 any 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 (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 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 Restricted Company of each Loan Paper to which it is a party and the
performance by such Restricted Company of its obligations thereunder (a) are
within the corporate power of such Restricted Company, (b) will have been duly
authorized by all necessary corporate action on the part of such Restricted
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 Restricted Company, (e) will not violate any
provision of Law applicable to it, other than such violations which
individually or collectively could not be a Material Adverse Event, (f) will
not violate any material written or oral agreements, contracts, commitments, or
understandings 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 Consolidated Company. The
Restricted 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 Restricted Company party thereto, enforceable against each such
Restricted 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
Consolidated Companies and of MFS and its Subsidiaries (as the case may be) 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 Consolidated
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

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to, or specifically contemplated by, the Loan Papers, there have been no
changes in the consolidated financial condition of the Consolidated Companies
from that shown in the Current Financials after such date which could be a
Material Adverse Event, nor has Borrower or any Restricted Company or
Consolidated Company (as the case may be) 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. No Restricted Company is
subject to, or aware of the threat of, any Litigation which is reasonably
likely to be determined adversely to any Restricted Company, and, if so
adversely determined, could (individually or collectively with other
Litigation) be a Material Adverse Event. There are no outstanding orders or
judgments for the payment of money in excess of $100,000,000 (individually or
collectively) or any warrant of attachment, sequestration, or similar
proceeding against any Restricted Company's assets having a value (individually
or collectively) of $100,000,000 or more 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
Restricted Company in accordance with GAAP. There are no formal complaints,
suits, claims, investigations, or proceedings initiated at or by any
Governmental Authority pending or threatened by or against any Restricted
Company which could be a Material Adverse Event, nor any judgments, decrees, or
orders of any Governmental Authority outstanding against any Restricted Company
that could be a Material Adverse Event.

6.8 Taxes. All Tax returns of each Consolidated 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 Consolidated
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. No Consolidated 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
Consolidated Company that could be a Material Adverse Event, (b) knows of any
violation by any Consolidated Company of any Environmental Law, except for such
violations that could not be a Material Adverse Event, or (c) knows that any
Consolidated 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 Consolidated 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

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(based on those actuarial assumptions used to fund such Employee Plan) did not,
as of the last annual valuation date for the 1996 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 1996 plan
year of each such Plan, exceed the value of the assets of all such plans.

6.11 Properties; Liens. Each Restricted 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 (a) property that
is obsolete, (b) property that has been disposed of in the ordinary course of
business, (c) property with title defects or failures in title which would not
be a Material Adverse Event, or (d) as otherwise permitted by the Loan Papers.
Except for Permitted Liens, there is no Lien on any property of any Restricted
Company, and the execution, delivery, 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 Restricted 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, no Consolidated Company is a party to a material transaction with any of
its Affiliates (excluding transactions between or among Restricted Companies),
other than transactions in the ordinary course of business and upon fair and
reasonable terms not materially less favorable than such Consolidated 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 Consolidated Company to pay more
than $50,000,000 during the term of the agreement governing such transaction.

6.14 Debt. No Restricted Company is an obligor on any Debt other
than Permitted Debt. The Receivables Subsidiary is not an Obligor on any Debt
other than any Debt arising under the Accounts Receivable Financing permitted
by the Loan Papers.

6.15 Material Agreements. There are no failures of any material
written or oral agreements, contracts, commitments, or understandings to which
any Restricted Company is a party to be in full force and effect which could be
a Material Adverse Event, and no default or potential default exists on the
part of any Restricted Company thereunder, which could be a Material Adverse
Event. All of the Obligation constitutes "senior debt" under the terms of the
documents evidencing the MFS Subordinated Debt or any other subordinated Debt
issued pursuant to any Note Agreement.

6.16 Insurance. Each Restricted 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 Restricted Company that

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could be a Material Adverse Event. Hours worked by and payment made to
employees of the Restricted 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 Restricted
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 Intellectual Property. Each Restricted 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 Restricted 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 Restricted
Company, could not, individually or collectively, constitute a Material Adverse
Event.

6.20 Compliance with Laws. No Consolidated Company is in violation
of any Laws, other than such violations which could not, individually or
collectively, be a Material Adverse Event. No Consolidated Company has
received notice alleging any noncompliance with any Laws, except for such
noncompliance which no longer exists, or which could not constitute a Material
Adverse Event.

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

6.22 Full Disclosure. There is no material fact or condition
relating to the Loan Papers or the financial condition, business, or property
of any Consolidated 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 Consolidated Company to any Facility A Lender or
Administrative Agent in connection with the Loan Papers was, and all such
information hereafter furnished by any Consolidated Company to any Facility A
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 (and agrees to cause
each other Restricted Company and Consolidated Company to the extent any
covenant is applicable to such Restricted Company or Consolidated Company) to
perform, observe, and comply with each of the following covenants, from the
Closing Date and so long thereafter as Facility A Lenders are committed to fund
Borrowings and Administrative Agent is committed to issue LCs under this
Facility A Agreement and thereafter until the payment in full of the Facility A
Principal Debt (and termination of outstanding LCs, if any) 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.

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7.2 Books and Records. The Consolidated Companies 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 Facility A Lenders:

(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 financial condition and results of
operations calculated for the Consolidated Companies (and calculated
separately for (i) MFS and its Subsidiaries on a consolidated basis
for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries,
and (ii) for any fiscal year of Borrower in which either (A) the
Operating Cash Flow of the Unrestricted Subsidiaries is greater than
7.5% of total Operating Cash Flow of the Consolidated Companies, or
(B) the value of the assets (determined in accordance with GAAP) of
the Unrestricted Subsidiaries (excluding the Receivables Subsidiary)
is greater than 7.5% of the aggregate value of all assets (determined
in accordance with GAAP) of the Consolidated Companies, each other
Unrestricted Subsidiary designated from time to time pursuant to
SECTION 7.27) as of, and for the year ended on, such 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 (calculated
with respect to the Consolidated Companies) were prepared in
accordance with GAAP and present fairly the consolidated
financial condition and results of operations of the
Consolidated 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 Facility A
Lenders intend to rely on such firm's audit report
accompanying such Financial Statements, and (C) Borrower
intends for Administrative Agent and Facility A 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 financial condition and results of operations
calculated for the Consolidated Companies (and calculated separately
for (i) MFS and its Subsidiaries on a consolidated basis for so long
as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii)
for any fiscal year of Borrower in which either (A) the Operating Cash
Flow of the Unrestricted Subsidiaries is greater than 7.5% of total
Operating Cash Flow of the Consolidated Companies, or (B) the value of
the assets (determined in accordance with GAAP) of the Unrestricted
Subsidiaries (excluding the Receivables Subsidiary) is greater than
7.5% of the aggregate value of all assets (determined in accordance
with GAAP) of the Consolidated

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Companies, each other Unrestricted Subsidiary designated from time to
time pursuant to SECTION 7.27) for such fiscal quarter and for the
period from the beginning of the then-current fiscal year to, such
last day, accompanied by a Compliance Certificate with respect to such
Financial Statements.

(c) On or prior to March 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 Restricted 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 which (individually or collectively) is in excess of
$100,000,000, or any warrant of attachment, sequestration or similar
proceeding against a Consolidated Company's assets having a value
(individually or collectively) of $100,000,000, (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 Consolidated
Company has taken, is taking, or proposes to take with respect
thereto, (iv) the receipt by any Consolidated 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 Consolidated Company is required to hold in
order to operate its business in compliance with all applicable Laws,
other than such expirations, terminations, suspensions, or
modifications which individually or in the aggregate would not
constitute a Material Adverse Event, (v) any federal, state, or local
statute, regulation, or ordinance or judicial or administrative order
limiting or controlling the operations of any Consolidated Company
which has been issued or adopted hereafter and which is of material
adverse importance or effect in relation to the operation of any
Consolidated Company, (vi) the receipt by any Consolidated 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 $100,000,000; (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 Facility A
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 updates to SCHEDULES 6.13, 7.12, 7.13, and 7.20, the
information thereon shall not be deemed accepted for purposes of this
Facility A Agreement or become part of the Loan Papers unless approved
by Determining Lenders.

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

(h) Promptly upon request therefor by Administrative
Agent or Lenders holding at least 25% of the Total Commitment (through
Administrative Agent), such information (not otherwise required to be
furnished under the Loan Papers) respecting the business affairs,
assets, and liabilities of the Consolidated Companies, and such
opinions, certifications and documents, in addition to those mentioned
in this Facility A Agreement, as reasonably requested.

7.4 Inspections. Upon reasonable notice, the Consolidated
Companies shall allow Administrative Agent or any Facility A Lender (or their
respective Representatives) to inspect any of their 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 their affairs,
conditions, and finances with the Consolidated Companies' other creditors,
directors, officers, or employees, or other representatives, and at any time
after the occurrence and during the continuance of a Default, with the
Consolidated Companies' 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 Facility A Lender (or their respective Representatives) will obtain the
prior approval of a Responsible Officer prior to any such discussions with
officers or employees of the Consolidated Companies; 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
any Facility A Lender, Administrative Agent or their respective
Representatives.

7.5 Taxes. Each Consolidated 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. Borrower shall pay the Obligation in
accordance with the terms and provisions of the Loan Papers. Each Restricted
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 or would be caused by such payment, 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 Facility A or Facility B to make any voluntary prepayment of principal of,
or interest on, or sinking fund payment in respect of any Note Agreement, other
than prepayments or redemptions of any Debt under the MFS Note Agreements or
any Debt of Borrower issued in exchange for the MFS Note Agreements in
compliance with SECTION 7.12(f).

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7.7 Maintenance of Existence, Assets, and Business. Except as
otherwise permitted by SECTION 7.26, each Restricted Company 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
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 Consolidated 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 Consolidated 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 Consolidated 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 Consolidated
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 Borrower 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 funding deficiency, termination proceeding or withdrawal would
result in liability on the part of Borrower in excess of $50,000,000.

7.11 Environmental Laws. Each Consolidated 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 Consolidated Company or at any facility operated by any Consolidated
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 Consolidated Company
arising under applicable Environmental Laws or as a result of
environmentally-related injuries to Persons or property.

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

(a) The Obligation;

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

(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
Restricted Company, 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 Restricted 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
Restricted Companies may be obligated without violating the Leverage
Ratio requirements set forth in SECTION 7.28(a); provided that, the
additional Debt permitted by this SECTION 7.12(e) is further limited
as it relates to such Debt of the Restricted Subsidiaries, such that
the Restricted Subsidiaries may not be obligated for, or create,
incur, or assume Debt (including, without limitation, amounts
outstanding on any date of determination under Capital Leases, Debt
assumed or created in connection with any Permitted Acquisition and
any Existing Debt pursuant to SECTION 7.12(d)) which, after giving
effect to the incurrence thereof, would cause the aggregate amount of
such Debt for all such Restricted Subsidiaries on any date of
determination to exceed the lesser of (i) $100,000,000 or (ii) an
amount which, when aggregated with the Debt of Borrower incurred
pursuant to SECTION 7.12(d) and outstanding on any such date of
determination, does not exceed 7.5% of the amount of Total Debt for
which the Restricted Companies may be obligated without violating the
Leverage Ratio requirement 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, so long as (i)
no Default or Potential Default exists on the date any 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 is unsecured senior or unsecured subordinated Debt; and (iv)
the documents pursuant to which such Debt is issued are reasonably
satisfactory to Administrative Agent and its counsel;

(g) 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(e);

(h) Debt of any Restricted Company to any Unrestricted
Company (other than the Receivables Subsidiary) so long as (i) such
Debt is subordinate in right of payment to the Obligation upon terms
satisfactory to Administrative Agent and its counsel and (ii) such
Debt is incurred and maintained in compliance with SECTIONS 7.12(e)
and 7.14 (it being understood that

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such subordinated Debt shall be included in Debt for purposes of the
calculations and determinations made in accordance with SECTION
7.12(e)); and

(i) On and after the date that MFS and its Subsidiaries
are designated as Restricted Subsidiaries pursuant to SECTION 7.27
(the "DESIGNATION DATE"), Debt of MFS and its Subsidiaries arising
under the MFS Note Agreements, so long as (i) no Default or Potential
Default exists on such Designation Date, (ii) the provisions of the
MFS Note Agreements 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 is unsecured; (iv) the
MFS Note Agreements are reasonably satisfactory to Administrative
Agent and its counsel; and (v) the aggregate principal amount
then-outstanding under the MFS Note Agreements shall never exceed an
amount equal to 49.9% of the outstanding indebtedness under the MFS
Note Agreements immediately prior to the date upon which a portion of
the Debt outstanding under the MFS Note Agreements is assumed by
Borrower or otherwise repaid as contemplated by SECTION 7.27.

7.13 Liens. No Restricted Company will, directly or indirectly,
(a) enter into or permit to exist any arrangement or agreement which directly
or indirectly prohibits any Restricted 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(e) (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 permitted under this Facility A 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 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;

(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(e);

(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 Restricted Companies;

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(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 (other than Liens relating to Environmental Laws or ERISA); (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;

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

(ix) Any attachment or judgment Lien not constituting a
Default or Potential Default.

7.14 Transactions with Affiliates. Except for those transactions
listed on SCHEDULE 6.13, no Restricted Company shall enter into any material
transaction with any of its Affiliates (excluding transactions among or between
Restricted Companies), other than transactions in the ordinary course of
business and upon fair and reasonable terms not materially less favorable than
such Restricted 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(e). For purposes of this SECTION 7.14, a
transaction is "material" if it requires any Consolidated Company to pay more
than $50,000,000 during the term of the agreement governing such transaction.

7.15 Compliance with Laws and Documents. No Restricted 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 written or oral agreement, contract, commitment, or
understanding 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 Consolidated Company shall 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 adversely affect the Rights of Facility A Lenders.

7.16 Permitted Acquisitions. In connection with each Permitted
Acquisition (other than any Permitted Acquisition meeting the requirements of
ITEM (a) under the definition of "Permitted Acquisition" with respect to which
no written compliance certification is required on the closing date of such
Acquisition), Borrower shall within 10 days following the consummation of such
Permitted Acquisition deliver, or cause to be delivered to, Administrative
Agent (with sufficient copies for Facility A Lenders) each of the following
items: (a) if the information on any Schedule changes or is incomplete as a
result

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of such Permitted Acquisition (other than revisions or supplements to SCHEDULES
6.13, 7.12, 7.13, and 7.20, 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 Facility A Agreement which are
required to make the disclosures in such Schedules accurate after giving effect
to such Acquisition; (b) copies of any lien searches or 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; (c) 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.

7.17 Assignment. Borrower shall not assign or transfer any of its
Rights, duties, or obligations under any of the Loan Papers.

7.18 Fiscal Year and Accounting Methods. No Consolidated Company
will change its fiscal year for book accounting purposes or its method of
accounting other than (i) immaterial changes in methods or as required by GAAP,
or (ii) in connection with a Permitted Acquisition, such changes to the
newly-acquired entity so as to conform its fiscal year and its method of
accounting to those of the Consolidated Companies.

7.19 Government Regulations. No Restricted 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.

7.20 Loans, Advances, and Investments. Except as permitted by
SECTIONS 7.21 or 7.26, no Restricted 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) readily marketable,
direct, full faith and credit obligations of the United States of America, or
obligations guaranteed by the full faith and credit of the United States of
America, maturing within one year from the date of acquisition, (b) readily
marketable obligations (including repurchase obligations) of any agency,
instrumentality of, or corporation owned, controlled, or sponsored by, the
United States of America, that are generally considered in the securities
industry to be implicit obligations of the United States of America, maturing
within one year from the date of acquisition; (c) 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; (d) commercial paper maturing in 270 days or less
from the date of issuance and rated either "P-1" or "P-2" by Moody's, or "A-1"
or "A-2" by S&P; (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 or readily redeemable "money market mutual funds"
sponsored by a bank meeting the requirements of CLAUSE (c) above, that has and
maintains an investment policy limiting its investments primarily to
instruments of the types otherwise permitted in CLAUSE (a)-(e) hereof and which
demand deposit accounts or money market mutual funds are maintained in the
ordinary course of business; (g) loans, advances, extensions of credit, capital
contributions and other investments between Restricted Companies or between
Restricted

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Companies and the Receivables Subsidiary; provided that, 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(E);
(h) Permitted Acquisitions; (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 or
commitments to make investments existing on the Closing Date and described on
SCHEDULE 7.20; and (k) other loans, advances, and investments, so long as (x)
the aggregate principal amount or market value of such loans, advances, or
investments (as the case may be) does not exceed 5% of the Consolidated Net
Worth of the Restricted Companies on any date of determination, (y) no Default
or Potential Default exists, and (z) no Restricted Company makes any investment
under this CLAUSE (k) whereby it incurs any liability as a general partner.

7.21 Permitted Distributions. So long as any Default or Potential
Default exists or will exist as a result of any such Distribution, no
Restricted Company may directly or indirectly declare, make, or pay any
Distribution, other than Distributions made or paid, directly or indirectly, to
Borrower. Any Distribution permitted hereunder is permitted only to the extent
such Distribution is made in accordance with applicable Law and constitutes a
valid, non-voidable transaction.

7.22 Restrictions on Subsidiaries. No Restricted Subsidiary shall
enter into or permit to exist any material arrangement or agreement (other than
the Loan Papers) which directly or indirectly prohibits any such Restricted
Subsidiary from (a) declaring, making, or paying, directly or indirectly, any
Distribution to Borrower or any other Restricted Subsidiary, (b) paying any
Debt owed to Borrower or any other Restricted Subsidiary, (c) making loans,
advances, or investments to Borrower or any other Restricted Subsidiary, or (d)
transferring any of its property or assets to Borrower or any other Restricted
Subsidiary.

7.23 Sale of Assets. No Restricted Company shall sell, assign,
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) 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
$750,000,000, and (f) if no Default or Potential Default then exists or arises
as a result thereof, 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 on or after
the Closing Date pursuant to this CLAUSE (f) shall not exceed, on any date of
determination, 49% of the Annualized Operating Cash Flow of the Restricted
Companies determined as of the fiscal quarter then most recently ended.

7.24 Sale-Leaseback Financings. Except for the Sale-Leaseback
Financings and any extensions, amendments, or modifications thereto, no
Restricted Company will enter into any sale-leaseback arrangement with any
Person pursuant to which such Restricted 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 Restricted Company to any other Person.

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7.25 Amendments to Agreements. With respect to any Note Agreement,
any MFS Note Agreement (except in connection with any amendment of the MFS Note
Agreements occurring on or before the "Designation Date" as contemplated by
SECTION 7.12(i)), and any agreement evidencing MFS Subordinated Debt permitted
pursuant to SECTION 7.12(h) without the prior written consent of Determining
Lenders, no Restricted Company will (a) execute any material amendment,
modification, or supplement thereto, or (b) consent to any material departure
therefrom.

7.26 Mergers and Dissolutions; Sale of Capital Stock. No
Restricted Company will, directly or indirectly, merge or consolidate with any
other Person, other than (a) as a result of a Permitted Acquisition, (b)
mergers or consolidations involving Borrower if Borrower or a Permitted
Successor Corporation is the surviving entity, (c) mergers among wholly-owned
Restricted Companies; provided that, in any merger involving Borrower
(including a Permitted Acquisition effected as a merger), Borrower or a
Permitted Successor Corporation must be the surviving entity, and, in any
merger involving any other Restricted Company (including a Permitted
Acquisition effected as a merger), a Restricted Subsidiary must be the
surviving entity, (d) as previously approved by Determining Lenders, and (e)
mergers between Restricted Companies and Unrestricted Subsidiaries; provided
that, in any merger under this CLAUSE (e) involving Borrower (including a
Permitted Acquisition effected as a merger), Borrower or a Permitted Successor
Corporation must be the surviving entity, and, in any merger involving any
other Restricted Company (including a Permitted Acquisition effected as a
merger), a Restricted Subsidiary must be the surviving entity. No Restricted
Company shall liquidate, wind up, or dissolve (or suffer any liquidation or
dissolution), other than (x) liquidations, wind ups, or dissolutions incident
to mergers permitted under this SECTION 7.26, or (y) liquidations, wind ups, or
dissolutions of a Restricted Subsidiary if no Default or Potential Default
exists or would result therefrom and its assets are transferred to another
Restricted Company. No Restricted Company may sell, assign, lease, transfer,
or otherwise dispose of the capital stock (or other ownership interests) of any
other Restricted Company, except for sales, leases, transfers, or other such
distributions to another Restricted Company.

7.27 Designation of Unrestricted Companies; Redesignation of MFS
and its Subsidiaries. So long as no Default or Potential Default exists or
arises as a result thereof, Borrower may from time to time change the
designation of any Subsidiary from a Restricted Subsidiary to an Unrestricted
Subsidiary, or vice versa; provided that, (a) Borrower shall provide
Administrative Agent written notification of such designation, and (b) Borrower
amends SCHEDULE 6.2 to reflect the change in designation. MFS and its
Subsidiaries shall not be redesignated as "Restricted Subsidiaries" until the
date upon which (i) more than 50% of the Debt outstanding under the MFS Note
Agreements is (A) assumed in whole or in part by Borrower and such assumed Debt
satisfies the requirements of SECTION 7.12(f) and/or (B) reduced or repaid in
whole by MFS; provided that, if not repaid in full or assumed by Borrower, any
remaining Debt under the MFS Note Agreements must satisfy the requirement of
SECTION 7.12(i); (ii) Borrower delivers to Administrative Agent a Compliance
Certificate demonstrating pro-forma compliance with SECTION 7.12 and 7.28
immediately prior to and after giving effect to such redesignation; (iii)
Borrower amends SCHEDULE 6.2 to reflect the change in designation and delivers
such amended SCHEDULE 6.2 to Administrative Agent; and (iv) no Default or
Potential Default exists or arises after giving effect to such redesignation.
Any other redesignation from an Unrestricted Subsidiary to a Restricted
Subsidiary shall be effective upon receipt by Administrative Agent of a notice
of redesignation and a revised SCHEDULE 6.2.

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

(a) Borrower shall never permit the Leverage Ratio for
any 3-month period ending on the date of determination to exceed 4.50
to 1.00.

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(b) Borrower shall never permit the sum of (i) the
Consolidated Net Worth of the Consolidated Companies as calculated at
the end of each of its fiscal quarters plus (ii) to the extent
deducted in the calculation of Consolidated Net Worth, up to
$100,000,000 in non-recurring cash and non-cash charges made by the
Consolidated Companies in connection with any mergers or corporate
restructurings related solely to Acquisitions occurring on or after
the Closing Date, to be less than the sum of the following:

(A) 75% of the Consolidated Net Worth of the
Consolidated Companies as of December 31, 1996, plus

(B) 50% of the Consolidated Net Income of the
Consolidated Companies for each fiscal quarter of the
Consolidated Companies ending after December 31, 1996, 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), plus

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
Restricted 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 Restricted Company to
punctually and properly perform, observe, and comply with SECTION 9.12 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 Restricted Companies, and such failure or refusal continues for 15 days.

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

(a) Any covenant, agreement, or condition contained in
SECTIONS 7.1, 7.6 (first sentence thereof), 7.6(B), 7.12, 7.13, 7.14,
7.16, 7.17, 7.18, and 7.19 through 7.28; and

(b) 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 CLAUSE (a)), and such
failure or refusal continues for 30 days.

8.3 Debtor Relief. Borrower or any Restricted Subsidiary (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

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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 Restricted 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 $100,000,000 (individually or
collectively) or any warrant of attachment, sequestration, or similar
proceeding against any Restricted Company's assets having a value (individually
or collectively) of $100,000,000, 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 Restricted 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 Consolidated 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
Consolidated Company.

8.6 Misrepresentation. Any representation or warranty made by any
Consolidated 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. Any Consolidated Company 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 Change of Control. (a) A Responsible Officer or Officers
become the "beneficial owner" (as defined in Rule 13(d)(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 within the meaning of Rule 13(d)(3) under the 1934 Act), other
than Persons described in CLAUSE (a) 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 within
the meaning of Rule 13(d)(3) under the 1934 Act) 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.

8.9 Authorizations. (a) Any Authorization necessary for the
ownership or operations of any Consolidated Company 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
Consolidated Company; or (b) any Authorization necessary for the ownership or
operations of any Consolidated Company shall be canceled, revoked, terminated,
rescinded, annulled, 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

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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).

8.10 Default Under Other Agreements. (a) Any Restricted Company
fails to pay when due (after lapse of any applicable grace periods) any Debt of
such Restricted Company (other than the Obligation) in excess (individually or
collectively) of $50,000,000; (b) any default exists under any agreement to
which a Restricted Company is a party, the effect of which is to cause, or to
permit any Person to cause, an amount of Debt of such Restricted Company in
excess (individually or collectively) of $50,000,000 to become due and payable
by any Restricted Company prior to the stated maturity thereof; (c) any Debt in
excess (individually or collectively) of $50,000,000 shall be declared to be
due and payable or required to be prepaid by any Restricted Company prior to
the stated maturity thereof; or (d) any default exists under any material
written or oral agreement, contract, commitment, or understanding to which a
Restricted Company is a party, the effect of which would be a Material Adverse
Event, unless, in the case of this CLAUSE (d), and so long as, such default is
being contested by such Restricted Company in good faith by appropriate
proceedings and adequate reserves in respect thereof have been established on
the books of such Restricted Company to the extent required by GAAP.

8.11 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 $50,000,000
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 $50,000,000; 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 $50,000,000; 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 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 $50,000,000.

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8.12 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.

8.13 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 Restricted Company
party thereto or any Restricted 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.

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

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

8.16 Redemption of Note Agreement Debt. If an event shall occur,
including, without limitation, a "Change in Control" as defined in any Note
Agreement, the MFS Note Agreement, or any agreement evidencing or creating the
MFS Subordinated Debt, and (a) the trustee or the holders of any Note
Agreement, the MFS Note Agreement, or the MFS Subordinated Debt shall initiate
notice to request or require (or any Restricted Company shall automatically be
so required) to redeem or repurchase the MFS Subordinated Debt or any Debt
arising under any Note Agreement or the MFS Note Agreements, or (b) any
Restricted Company shall initiate notice to holders of the MFS Subordinated
Debt or the holders of any Debt arising under any Note Agreement or the MFS
Note Agreements, in connection with a redemption of any Debt arising under the
Note Agreement, the MFS Note Agreements, or any agreement evidencing or
creating the MFS Subordinated Debt (except as permitted by this Facility A
Agreement).

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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 under
Facility A shall automatically become due and payable without any
action or notice of any kind whatsoever and Borrower shall be required
to provide cash collateral in an amount equal to the LC Exposure then
existing in accordance with SECTION 2.2(h).

(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 under Facility A
has not already been accelerated under SECTION 9.1(a), declare the
entire unpaid balance of the Obligation under Facility A, or any part
thereof, immediately due and payable, whereupon it shall be due and
payable; (ii) terminate the commitments of Facility A Lenders to
extend credit hereunder; (iii) reduce any claim to judgment; (iv) to
the extent permitted by Law, exercise (or request each Facility A
Lender to, and each Facility A Lender shall be entitled to, exercise)
the Rights of offset or banker's Lien against the interest of Borrower
in and to every account and other property of Borrower which are in
the possession of Administrative Agent or any Facility A Lender to the
extent of the full amount of the Obligation (to the extent permitted
by Law, Borrower being deemed directly obligated to each Lender in the
full amount of the Obligation for such purposes); (v) if the maturity
of the Obligation under Facility A 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 in accordance with
SECTION 2.2(h); 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 Facility A Lender in any
of the Loan Papers.

9.2 Company Waivers. To the extent permitted by Law, Borrower
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 (or any part thereof), by any indulgence, or by any
release or change in any security for the payment of the Obligation (or any
part thereof).

9.3 Performance by Administrative Agent. If any covenant, duty,
or agreement of any Consolidated 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 Consolidated Company. In such event, any
amount expended by Administrative Agent in such performance or attempted
performance shall be payable by the Consolidated 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

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shall never have, except by its express written consent, any liability or
responsibility for the performance of any covenant, duty, or agreement of any
Consolidated Company.

9.4 Delegation of Duties and Rights. Facility A 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 Facility A Lender
the Right to exercise control over the assets (including real property),
affairs, or management of any Consolidated Company, (b) preclude or interfere
with compliance by any Consolidated Company with any Law, or (c) require any
act or omission by any Consolidated Company that may be harmful to Persons or
property. Any "Material Adverse Event" or other materiality qualifier in any
representation, 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 Facility A Lender
acquiesces in any non-compliance by any Consolidated Company with any Law or
document, or that Administrative Agent, any Agent, or any Facility A Lender
does not expect the Consolidated Companies to promptly, diligently, and
continuously carry out all appropriate removal, remediation, and termination
activities required or appropriate in accordance with all Environmental Laws.
Neither the Facility A Administrative Agent nor any Facility A Lender has any
fiduciary relationship with or fiduciary duty to Borrower or any Consolidated
Company arising out of or in connection with the Loan Papers, and the
relationship between the Facility A Administrative Agent and the Facility
Lenders, on the one hand, and Borrower, on the other hand, in connection with
the Loan Papers is solely that of debtor and creditor. 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 3.11.

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under the Loan Papers. Because Borrower agrees that Administrative Agent's and
Facility A 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.

9.10 Limitation of Rights. Notwithstanding any other provision of
this Facility A 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 Consolidated 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.

9.11 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 and the allocated cost of internal counsel 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 Facility A Lenders, and
Administrative Agent incurred by Administrative Agent, or any Facility A Lender
in connection with the enforcement of the obligations of any Restricted 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.

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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 RESTRICTED 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
PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION SET FORTH IN THIS PARAGRAPH
SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF
THIS FACILITY A AGREEMENT. AN INDEMNIFIED PARTY WILL PROMPTLY NOTIFY THE
RESTRICTED 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 RESTRICTED 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 RESTRICTED COMPANIES FROM THEIR OBLIGATIONS TO
INDEMNIFY THE INDEMNIFIED PARTY TO THE EXTENT SUCH FAILURE DOES NOT PREJUDICE
THE ABILITY OF THE RESTRICTED COMPANIES TO DEFEND OR RESOLVE ANY SUCH CLAIM,
ACTION, SUIT, OR PROCEEDING. THE RESTRICTED 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 RESTRICTED
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
RESTRICTED COMPANIES AND SUCH INDEMNIFIED PARTY OR FOR SUCH INDEMNIFIED PARTY
AND ANY OTHER INDEMNIFIED PARTY OR (II) THE RESTRICTED 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
RESTRICTED 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 RESTRICTED COMPANIES HEREUNDER. NO INDEMNIFIED PARTY
SHALL SETTLE ANY SUCH CLAIM OR ACTION WITHOUT THE CONSENT OF THE RESTRICTED
COMPANIES, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.

SECTION 10 AGREEMENT AMONG LENDERS.

10.1 Administrative Agent.

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(a) Each Facility A 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 Facility A Lender in
and under all Facility A Loan Papers; (ii) to arrange the means
whereby the funds of Facility A Lenders are to be made available to
Borrower under the Facility A Loan Papers; (iii) to take such action
as may be requested by any Facility A Lender under the Facility A Loan
Papers (when such Facility A Lender is entitled to make such request
under the Facility A Loan Papers and after such requesting Facility A
Lender has obtained the concurrence of such other Facility A Lenders
as may be required under the Facility A Loan Papers); (iv) to receive
all documents and items to be furnished to Facility A Lenders under
the Facility A 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 Facility A Lenders;
(vi) to timely distribute, and Administrative Agent agrees to so
distribute, to each Facility A Lender all material information,
requests, documents, and items received from Borrower under the
Facility A Loan Papers; (vii) to promptly distribute to each Facility
A Lender its ratable part of each payment or 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 Facility A Loan Papers; (viii) to deliver to the
appropriate Persons requests, demands, approvals, and consents
received from Facility A Lenders; and (ix) to execute, on behalf of
Facility A Lenders, such releases or other documents or instruments as
are permitted by the Facility A Loan Papers or as directed by Facility
A Lenders from time to time; 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 Facility A
Loan Papers or applicable Law.

(b) Administrative Agent may resign at any time as
Administrative Agent under the Facility A Loan Papers by giving
written notice thereof to Facility A Lenders and may be removed as
Administrative Agent under the Facility A 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 Facility A 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 Facility A 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 Facility A 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
Facility A Lender shall execute such documents as any Facility A
Lender may reasonably request to reflect such change in and under the
Facility A Loan Papers. After any retiring Administrative Agent's
resignation or removal as Administrative Agent under the Facility A
Loan Papers, the

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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 Facility A Loan Papers.

(c) Administrative Agent, in its capacity as a Facility A
Lender, shall have the same Rights under the Facility A Loan Papers as
any other Facility A Lender and may exercise the same as though it
were not acting as Administrative Agent; the term "Facility A 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 Facility A Lender. Each
Facility A Lender and Borrower agree that Administrative Agent is not
a fiduciary for Facility A Lenders or for Borrower but simply is
acting in the capacity described herein to alleviate administrative
burdens for both Borrower and Facility A Lenders, that Administrative
Agent has no duties or responsibilities to Facility A Lenders or
Borrower except those expressly set forth herein, and that
Administrative Agent in its capacity as a Facility A Lender has all
Rights of any other Facility A Lender.

(d) Administrative Agent and its Affiliates 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 Borrower, or otherwise be engaged in other transactions
with Borrower (collectively, the "OTHER ACTIVITIES") not the subject
of the Facility A Loan Papers. Without limiting the Rights of
Facility A Lenders specifically set forth in the Facility A Loan
Papers, Administrative Agent and its Affiliates shall not be
responsible to account to Facility A Lenders for such other
activities, and no Facility A 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
Facility A Loan Papers, any present or future offset exercised by
Administrative Agent and its Affiliates 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 or its Affiliates which
may be or become security for the obligations of Borrower arising
under the Facility A 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 Facility
A Loan Papers, then each Facility A Lender shall be entitled to share
in such application ratably. Each Facility A Lender acknowledges
that, and consents to, NationsBank's also serving as the Facility B
Administrative Agent.

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

10.2 Expenses. Upon demand by Administrative Agent, each Facility
A 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
Facility A 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 Facility A 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 otherwise
provided in the Loan Papers, nothing in the Loan Papers shall be deemed to give
any Lender any advantage over any other Lender

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insofar as the Obligation arising under the Loan Papers is concerned, or to
relieve any Lender from absorbing its Pro Rata Part of 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 Facility A
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 Facility A Lender as the owner
and holder of the Facility A Principal Debt owed to such Facility A 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 Facility A
Lender shall be conclusive and binding on each subsequent holder, assignee, or
transferee of the Facility A Principal Debt owed to such Facility A 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 Facility A Loan
Papers and transactions thereunder, has actual knowledge thereof or
Administrative Agent has been notified thereof by a Facility A Lender or
Borrower, and (d) be entitled to consult with legal counsel (including counsel
for Borrower), independent accountants and other experts selected 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 Facility A 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 Facility A 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 requests instructions from Facility A 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 Facility A Loan Paper, or 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 or any of its 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 Facility A 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.

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(c) Administrative Agent, any Agent, or any Co-Agent
shall not be responsible in any manner to any Facility A Lender or any
Participant for, and each Facility A 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 Restricted Company and the risks involved to
such Facility A 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 Restricted
Company. Each Facility A Lender agrees to indemnify Administrative Agent and
its respective 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 respective Representatives are not reimbursed for such amounts by any
Restricted Company (provided that, Administrative Agent, and its respective
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, Facility A Lenders agree to promptly confer in order that Determining
Lenders or Facility A Lenders, as the case may be, may agree upon a course of
action for the enforcement of the Rights of Facility A Lenders; and
Administrative Agent shall be entitled to refrain from taking any action
(without incurring any liability to any Person for so refraining) unless 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 Facility A 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 Facility A 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 Facility A Lenders. Nothing herein shall be
construed as creating a partnership or joint venture among Administrative Agent
and Facility A Lenders or among Lenders.

10.9 Foreign Facility A Lenders. Each Facility A 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 Facility A 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, Form W-8 or
Form W-9, as applicable (wherein such Facility A Lender claims entitlement to
complete

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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, Form
W-8, or Form W-9, as applicable, upon the expiration or obsolescence of any
previously delivered form in accordance with applicable Laws, duly executed and
completed by such Facility A Lender, (ii) provide any other form or certificate
required by any taxing entity (including any certificate required by Sections
871(h) and 881(c) of the Code, certifying that such Facility A Lender is
entitled to an exemption from or a reduced rate of Tax on payments pursuant to
this Facility A Agreement or any of the other Facility A Loan Papers, and (iii)
otherwise 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 Restricted
Company or any other Person other than Facility A Lenders; consequently,
neither any Restricted 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
Facility A Lender to comply with such provisions.

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

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 Eurodollar 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 Facility A 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 answer back 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 Facility A Lender, Agent, and Co-Agent is set forth on SCHEDULE 2.1, and
for Borrower and each Restricted Company

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is the address set forth by Borrower's signature on the signature page of this
Facility A 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 Consolidated 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
Facility A 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 Restricted 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 Facility A Loan Papers shall
survive all closings under the Facility A 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 Facility A Lender shall survive
termination of this Facility A 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 FACILITY A
LOAN PAPERS AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF
THE FACILITY A 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, Facility A
Lenders, and each Restricted Company party to such Loan Paper agree to
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 RESTRICTED
COMPANIES, FACILITY A 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 FACILITY A AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME)
AND THE OTHER WRITTEN LOAN PAPERS EXECUTED BY ANY RESTRICTED COMPANY, ANY
FACILITY A LENDER, ADMINISTRATIVE AGENT, AND/OR FACILITY B ADMINISTRATIVE AGENT
(TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS THEY RELATE TO THE
PAYMENT OF FEES AFTER THE CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN
THE RESTRICTED COMPANIES, FACILITY A LENDERS, ADMINISTRATIVE AGENT, AND
FACILITY B 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.

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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 FACILITY A 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
FACILITY A 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 FACILITY A 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 FACILITY A 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 each other party to this Facility A Agreement acknowledge
that this waiver is a material inducement to the agreement of each party hereto
to enter into a business relationship, that each has already relied on this
waiver in entering into this Facility A 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 each other party to this
Facility A 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 TO ANY SUBSEQUENT
AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER FACILITY A
LOAN PAPER. In the event of Litigation, this Facility A 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
Facility A 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
Facility A Agreement or any Facility A 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

75
<PAGE> 82
each Facility A 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 arising under Facility A Loan
Papers beyond the date specified in the Facility A Loan Papers; (ii)
reduces the interest rate or decreases the amount of interest, fees,
or other sums payable to Administrative Agent or Facility A Lenders
hereunder (except such reductions as are contemplated by this Facility
A Agreement); (iii) changes the definition of "APPLICABLE MARGIN"
(other than changes having the effect of increasing such Applicable
Margin)," "DETERMINING LENDERS," "FACILITY A COMMITMENT," "PRO RATA,"
or "PRO RATA PART," or (iv) except as otherwise permitted by any Loan
Paper, waives compliance with, amends, or releases (in whole or in
part) any guaranty (if any) or releases (in whole or in part) any
collateral, if any, for the Obligation; or (v) changes this CLAUSE (b)
or any other matter specifically requiring the consent of all Facility
A Lenders hereunder. No amendment or waiver with respect to the
definition of "FACILITY A TERMINATION DATE" may be made without the
consent of all Facility A Lenders, except such extensions as are
contemplated by SECTION 2.5(a). Without the consent of such Lender,
no Facility A Lender's "COMMITTED SUM" under Facility A may be
increased.

(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 Facility A Lender, or any of their
respective Representatives with respect to exercising any Right of
Administrative Agent or any Facility A 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 Facility A
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 Facility A 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 Facility A Agreement, it shall not be
necessary to produce or account for more than one such counterpart. It is not
necessary that each Facility A Lender execute the same counterpart so long as
identical counterparts are executed by Borrower, each Facility A Lender, and
Administrative Agent. This Facility A Agreement shall become effective when
counterparts hereof shall have been executed and delivered to Administrative
Agent by each Facility A Lender, Administrative Agent, and Borrower, or, when
Administrative Agent shall have received telecopied, telexed, or other evidence
satisfactory to it that such party has executed and is delivering to
Administrative Agent a counterpart hereof.

11.13 Taxes. Any Taxes payable by Administrative Agent or any
Facility A Lender or ruled (by a Governmental Authority) payable by
Administrative Agent or any Facility A Lender in respect of this Facility A
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 Facility A 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 Facility A Lender). Administrative
Agent or such Facility A 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 Facility A Lender receives an
amount equal to the sum it would have received had no such Taxes

76
<PAGE> 83
been payable by Administrative Agent or any Facility A Lender with respect to
this Facility A Agreement or any Loan Paper) to Administrative Agent for its
account or the account of such Facility A Lender, as the case may be. If
Administrative Agent or such Facility A 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 Facility A Agreement.

11.14 Successors and Assigns; Assignments and Participations. (a)
This Facility A Agreement shall be binding upon, and inure to the benefit of
the parties hereto and their respective successors and assigns, except that (i)
Borrower may not, 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, and (ii) except as
permitted under this Section, no Facility A Lender may transfer, pledge,
assign, sell any participation in, or otherwise encumber its portion of the
Obligation.

(b) Each Facility A Lender may assign to one or more Eligible
Assignees all or a portion of its Rights and obligations under this Facility A
Agreement and the other Facility A Loan Papers (including, without limitation,
all or a portion of its Borrowings, its Notes [to the extent such Facility A
Principal Debt owed to such Facility A Lender is evidenced by Notes]);
provided, however, that:

(i) each such assignment shall be to an Eligible
Assignee;

(ii) except in the case of an assignment to another
Facility A Lender or an assignment of all of a Facility A Lender's Rights and
obligations under this Facility A Agreement and the other Facility A Loan
Papers, any such partial assignment shall be in an amount at least equal to
$10,000,000;

(iii) each such assignment by a Facility A Lender shall be
of a constant, and not varying, percentage of all of its Rights and obligations
under this Facility A Agreement and the Notes (to the extent the Facility A
Principal Debt owed to the assigning Facility A Lender is evidenced by any
Notes);

(iv) each such assignment shall exclude Competitive
Borrowings, unless the assigning Facility A Lender is selling all of its Rights
and obligations under the Facility A Loan Papers; and

(v) the parties to such assignment shall execute and
deliver to the Administrative Agent for its acceptance an Assignment and
Acceptance Agreement in the form of EXHIBIT E hereto, together with any Notes
subject to such assignment (to the extent the Facility A Principal Debt owed to
the assigning Facility A Lender is evidenced by any Notes) and a processing fee
of $3,500.

Upon execution, delivery, and acceptance of such Assignment and Acceptance
Agreement, the assignee thereunder shall be a party hereto and, to the extent
of such assignment, have the obligations, Rights, and benefits of a Facility A
Lender under the Facility A Loan Papers and the assigning Facility A Lender
shall, to the extent of such assignment, relinquish its rights and be released
from its obligations under the Facility A Loan Papers. Upon the consummation
of any assignment pursuant to this Section, but only upon the request of the
assignor or assignee made through Administrative Agent, Borrower shall issue
appropriate Notes to the assignor and the assignee, reflecting such Assignment
and Acceptance. If the assignee is not incorporated under the laws of the
United States of America or a state thereof, it shall deliver to Borrower and
Administrative Agent certification as to exemption from deduction or
withholding of Taxes in accordance with SECTION 10.9.

77
<PAGE> 84
(c) The Administrative Agent shall maintain at its address
referred to in SECTION 11.3 a copy of each Assignment and Acceptance Agreement
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Facility A Lenders and the Facility A Commitment, and
principal amount of the Borrowings owing to, each Facility A Lender from time
to time (the "REGISTER"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and Borrower, Administrative
Agent and the Facility A Lenders may treat each Person whose name is recorded
in the Register as a Facility A Lender hereunder for all purposes of the
Facility A Loan Papers. The Register shall be available for inspection by
Borrower or any Facility A Lender at any reasonable time and from time to time
upon reasonable prior notice. Upon the consummation of any assignment in
accordance with this SECTION 11.14, SCHEDULE 2.1 shall automatically be deemed
amended (to the extent required) by Administrative Agent to reflect the name,
address, and respective Facility A Committed Sums of the assignor and assignee.

(d) Upon its receipt of an Assignment and Acceptance Agreement
executed by the parties thereto, together with any Notes subject to such
assignment (to the extent the Facility A Principal Debt owed to the assigning
Facility A Lender is evidenced by any Notes) and payment of the processing fee,
the Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of EXHIBIT E hereto, (i) accept such
Assignment and Acceptance Agreement, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the parties
thereto.

(e) Subject to the provisions of this section and in accordance
with applicable Law, any Facility A 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 under Facility A. In the event of any such sale
to a Participant, (i) such Facility A Lender shall remain a "Facility A Lender"
under this Facility A Agreement and the Participant shall not constitute a
"Facility A Lender" hereunder, (ii) such Facility A Lender's obligations under
this Facility A Agreement shall remain unchanged, (iii) such Facility A Lender
shall remain solely responsible for the performance thereof, (iv) such Facility
A Lender shall remain the holder of its share of the Facility A Principal Debt
for all purposes under this Facility A Agreement, (v) Borrower and
Administrative Agent shall continue to deal solely and directly with such
Facility A Lender in connection with such Facility A Lender's Rights and
obligations under the Facility A Loan Papers, and (vi) such Facility A 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 Facility A Loan Papers,
other than certain voting Rights as provided below. Subject to the following,
each Facility A 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 under Facility A 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 Facility A Lender under SECTION 3 calculated
as though no participations have been made. No Facility A Lender shall sell
any participating interest under which the Participant shall have any Rights to
approve any amendment, modification, or waiver of any Facility A 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 Facility A Loan Papers, reduces
the interest rate or the amount of principal or fees applicable to the
Obligation under Facility A (except such reductions as are contemplated by this
Facility A Agreement), or releases any guaranty or collateral, if any, for the
Obligation under Facility A (except such releases as are contemplated by this
Facility A Agreement); provided that in those cases where a Participant is
entitled to the benefits of SECTION 3 or a Facility A Lender grants Rights to
its Participants

78
<PAGE> 85
to approve amendments to or waivers of the Facility A Loan Papers respecting
the matters previously described in this sentence, such Facility A Lender must
include a voting mechanism in the relevant participation agreement or
agreements, as the case may be, whereby a majority of such Facility A Lender's
portion of the Obligation under Facility A (whether held by such Facility A
Lender or participated) shall control the vote for all of such Facility A
Lender's portion of the Obligation under Facility A. Except in the case of the
sale of a participating interest to another Facility A Lender, the relevant
participation agreement shall not permit the Participant to transfer, pledge,
assign, sell participations in, or otherwise encumber its portion of the
Obligation under Facility A, unless the consent of the transferring Lender
(which consent will not be unreasonably withheld) has been obtained.

(f) Notwithstanding any other provision set forth in this Facility
A Agreement, any Facility A Lender may at any time assign and pledge all or any
portion of its Borrowings and its Notes (to the extent the Facility A Principal
Debt owed to such Facility A Lender is evidenced by any Notes) to any Federal
Reserve Bank as collateral security pursuant to Regulation A and any Operating
Circular issued by such Federal Reserve Bank. No such assignment shall release
the assigning Facility A Lender from its obligations hereunder.

(g) Any Facility A Lender may furnish any information concerning
the Consolidated Companies in the possession of such Facility A Lender from
time to time to Eligible Assignees and Participants (including prospective
Eligible Assignees and Participants), subject, however, to the provisions of
SECTION 11.16 hereof.

11.15 Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. Each Restricted Company's obligations under the Loan Papers
shall remain in full force and effect until termination of the Total 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 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 Restricted
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 Restricted Company in connection with or pursuant to this Facility A
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 been identified as confidential by any
Restricted Company, shall be held by Administrative Agent, each Agent, each
Co-Agent, each Facility A 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 Facility A Lender or Participant may
make disclosure (a) to its attorneys or accountants, provided that such
Facility A Lender or Participant shall direct such attorneys or accountants 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 contemplated assignee or Participant has agreed in writing
(with a copy

79
<PAGE> 86
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 Facility A 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 Restricted 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.

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.]

80
<PAGE> 87
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANK OF AMERICA NT & SA,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT
<PAGE> 88
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANK OF MONTREAL,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 89
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 90
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 91
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 92
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BARCLAYS BANK PLC,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 93
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 94
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE CHASE MANHATTAN BANK,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 95
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 96
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 97
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

FIRST UNION NATIONAL BANK,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 98
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

FLEET NATIONAL BANK,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 99
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 100
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 101
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

ROYAL BANK OF CANADA,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 102
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 103
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

ABN AMRO BANK N.V.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 104
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

AMSOUTH BANK,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 105
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE ASAHI BANK, LTD.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 106
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 107
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANK HAPOALIM B.M.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 108
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

NATEXIS BANQUE
BFCE,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 109
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANQUE NATIONALE DE PARIS,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 110
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANQUE PARIBAS,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 111
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BAYERISCHE LANDESBANK GIROZENTRALE
CAYMAN ISLANDS BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 112
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENE
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 113
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

CORESTATES BANK N.A.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 114
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

CREDIT SUISSE FIRST BOSTON,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 115
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

CRESTAR BANK,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 116
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE DAI-ICHI KANGYO BANK, LIMITED,
ATLANTA AGENCY,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 117
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK CAYMAN
ISLAND BRANCH
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 118
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 119
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE FIRST NATIONAL BANK OF CHICAGO,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 120
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

FUJI BANK, LIMITED,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 121
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

GULF INTERNATIONAL BANK B.S.C.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 122
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

KREDIETBANK, N.V., GRAND CAYMAN BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 123
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 124
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

MELLON BANK, N.A.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 125
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

MERCANTILE BANK NATIONAL ASSOCIATION,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 126
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

MERITA BANK LTD., NEW YORK BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 127
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE MITSUBISHI TRUST AND BANKING
CORPORATION, CHICAGO BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 128
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE MITSUI TRUST & BANKING COMPANY,
LIMITED,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 129
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

NATIONAL BANK OF KUWAIT, S.A.K.,
GRAND CAYMAN ISLAND BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 130
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

NORDDEUTSCHE LANDESBANK GIROZENTRALE,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 131
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

PNC BANK, NATIONAL ASSOCIATION,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 132
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE SAKURA BANK, LIMITED,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 133
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE SANWA BANK, LIMITED,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 134
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

SIGNET BANK,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 135
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

SOCIETE GENERALE,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 136
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE SUMITOMO BANK, LIMITED,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 137
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

SUMITOMO BANK OF CALIFORNIA,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 138
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE SUMITOMO TRUST & BANKING CORP.,
LTD., NEW YORK BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 139
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

SUMMIT BANK,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 140
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

SUNTRUST BANK, SOUTH FLORIDA, N.A.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 141
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE TOKAI BANK, LTD., ATLANTA AGENCY,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 142
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE TOYO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 143
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

UNION BANK OF SWITZERLAND,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 144
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

WACHOVIA BANK OF GEORGIA, N.A.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 145
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 146
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

WORLDCOM, INC.,
as Borrower

By
--------------------------------------
(Name) Scott D. Sullivan
----------------------------------
(Title) Chief Financial Officer
---------------------------------

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE FACILITY A
REVOLVING CREDIT AGREEMENT

<PAGE> 147
EXHIBIT A-1

FORM OF FACILITY A NOTE

$ __________ ____________ __, ____

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of
(the "FACILITY A LENDER"), at the offices of NATIONSBANK OF TEXAS,
N.A., as Facility A Administrative Agent for the Facility A Lender and others
as hereinafter described, on the Facility A Termination Date, the lesser of (i)
($ ) and (ii) the aggregate Facility A Principal Debt (other than
under the Competitive Bid Subfacility or the Swing Line Subfacility) disbursed
by the Facility A Lender to Borrower and outstanding and unpaid on the Facility
A Termination Date (together with accrued and unpaid interest thereon).

This note has been executed and delivered under, and is
subject to the terms of, the Facility A Revolving Credit Agreement, dated as of
July 3, 1997, (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, the Facility A Lender and other
lenders named therein, the Facility A Administrative Agent, the Agents, and the
Co-Agents, and is one of the "Facility A 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.

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 FACILITY A LENDER AND THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF.

WORLDCOM, INC.

By
--------------------------------------
(Name)
----------------------------------
(Title)
---------------------------------

FACILITY A - EXHIBIT A-1
<PAGE> 148
EXHIBIT A-2

FORM OF FACILITY A COMPETITIVE BID NOTE

____________ __, ____

(I) on the last day of the Interest Period for any
Competitive Borrowing disbursed by the Facility A Lender to Borrower
under Facility A, which Interest Period ends prior to the Facility A
Termination Date, the aggregate principal amount of such Competitive
Borrowing outstanding and unpaid on such last day of such Interest
Period (together with accrued and unpaid interest thereon), and

(II) on the Facility A Termination Date, the aggregate
principal amount of all Competitive Borrowings disbursed by the
Facility A Lender to Borrower under Facility A and outstanding and
unpaid on the Facility A Termination Date (together with accrued and
unpaid interest thereon).

This note has been executed and delivered under, and is
subject to the terms of, the Facility A Revolving Credit Agreement, dated as of
July 3, 1997 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, the Facility A Lender and other
lenders named therein, the Facility A Administrative Agent, the Agents, and the
Co-Agents, and is one of the "Facility A 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.

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 FACILITY A LENDER AND THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF.

WORLDCOM, INC.

By
--------------------------------------
(Name)
----------------------------------
(Title)
---------------------------------

FACILITY A - EXHIBIT A-2
<PAGE> 149
EXHIBIT A-3

FORM OF SWING LINE NOTE

$50,000,000 July 3, 1997

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)
FIFTY MILLION AND NO/100 DOLLARS ($50,000,000) 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
(together with accrued and unpaid interest thereon).

This note has been executed and delivered under, and is
subject to the terms of, the Facility A Revolving Credit Agreement, dated as of
July 3, 1997 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, the Lender and other lenders
named therein, the Facility A 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.

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)
---------------------------------

FACILITY A - EXHIBIT A-3
<PAGE> 150
EXHIBIT B-1

FORM OF NOTICE OF BORROWING
(OTHER THAN COMPETITIVE BORROWING OR SWING LINE BORROWING)

______________ __, ____

NationsBank of Texas, N.A.
as Facility A Administrative Agent and
Facility B Administrative Agent for the
Facility A Lenders and Facility B Lenders
as defined in the Credit Agreements referred to below
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Mickey McLean
Fax: (214) 508-2515

Reference is made to (i) the Facility A Revolving Credit Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY A"), among the undersigned, the Facility A Lenders
named therein, the Facility A Administrative Agent, the Agents, and the
Co-Agents, and (ii) the Facility B Revolving Credit and Term Loan Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY B"), among the undersigned, the Facility B Lenders
named therein, the Facility B 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 Facility A Agreement or
the Facility B Agreement (as applicable). The undersigned hereby gives you
notice pursuant to the Facilities that it requests a Borrowing (other than a
Competitive Borrowing or Swing Line Borrowing) under the applicable Facility,
and in that connection sets forth below the terms on which such Borrowing is
requested to be made:

(B) Borrowing Date of Borrowing* (B)
-------------- ----------------
(C) Amount of Borrowing** (C)
-------------- ----------------

(D) Type of Borrowing*** (D)
-------------- ----------------

(E) For a Eurodollar Rate Borrowing, the Interest Period
and the last day thereof**** (E)
-------------- ----------------
----------------------------------------
</TABLE>

On the date the rate is set, please confirm the interest rate below
and return by facsimile transmission to _________________________.

FACILITY A - EXHIBIT B-1
<PAGE> 151
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) this Borrowing will not cause either (i) the Facility
A Commitment Usage to exceed the Facility A Commitment, or (ii) the
Facility B Commitment Usage to exceed the Facility B Commitment;

(b) all of the representations and warranties of any
Borrower 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) the facts on which
such representations and warranties are based have been changed by
transactions contemplated or permitted by the Loan Papers and, if
applicable, supplemental Schedules have been delivered with respect
thereto and, when necessary, approved by Determining Lenders);

(d) no Default or Potential Default has occurred and is
continuing; and

(e) the funding of such Borrowing is permitted by Law.

Very truly yours,

WORLDCOM, INC.

By
--------------------------------------
(Name)
----------------------------------
(Title)
---------------------------------

Facility A Rate:__________

Facility B Rate:__________

Confirmed by:______________________________

* Must be a Business Day occurring prior to the Facility A Termination
Date or Facility B Termination Date (as applicable) and be at least
(i) three Business Days following receipt by Facility A Administrative
Agent or Facility B Administrative Agent (as applicable) of this
Notice of Borrowing for any Eurodollar Rate Borrowing, and (ii) one
Business Day following receipt by Facility A Administrative Agent or
Facility B Administrative Agent of this Notice of Borrowing for any
Base Rate Borrowing.
** 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 Eurodollar Rate Borrowing).
*** Eurodollar Rate Borrowing or Base Rate Borrowing.
**** Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months. In no event may
the Interest Period end after the Facility A Termination Date or
Facility B Termination Date, as applicable.

FACILITY A - EXHIBIT B-1
<PAGE> 152
EXHIBIT B-2

FORM OF NOTICE OF CONVERSION

______________ __, ____

Reference is made to (i) the Facility A Revolving Credit Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY A"), among the undersigned, the Facility A Lenders
named therein, the Facility A Administrative Agent, the Agents, and the
Co-Agents and (ii) the Facility B Revolving Credit and Term Loan Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY B"), among the undersigned, the Facility B Lenders
named therein, the Facility B 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 Facility A Agreement or
the Facility B Agreement (as applicable). The undersigned hereby gives you
notice pursuant to SECTION 3.10 of the applicable Facility that it elects to
convert a Borrowing (other than a Competitive Borrowing or Swing Line
Borrowing) under the applicable Credit Agreement from one Type to another Type
or elects a new Interest Period for a Eurodollar Rate Borrowing, and in that
connection sets forth below the terms on which such election is requested to be
made:

(B) Date of conversion or last day of applicable Interest
Period* (B)
-------------- ----------------
(C) Type and principal amount of existing Borrowing being
converted or continued** (C)
-------------- ----------------

(D) New Type of Borrowing selected (or Type of Borrowing
continued)*** (D)
-------------- ----------------

(E) For conversion to, or continuation of, a Eurodollar
Rate Borrowing, Interest Period selected and the last
day thereof**** (E)
-------------- ----------------
----------------------------------------
</TABLE>

2 FACILITY A - EXHIBIT B-2
<PAGE> 153
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)
---------------------------------

Facility A Rate:__________

Facility B Rate:__________

Confirmed by:______________________________

* Must be a Business Day at least (i) three Business Days following
receipt by Facility A Administrative Agent or Facility B
Administrative Agent (as applicable) of this Notice of Conversion from
a Base Rate Borrowing to a Eurodollar Rate Borrowing or a continuation
of a Eurodollar Rate Borrowing for an additional Interest Period, and
(ii) one Business Day following receipt by Facility A Administrative
Agent or Facility B Administrative Agent (as applicable) of this
Notice of Conversion for a conversion from a Eurodollar Rate Borrowing
to a Base Rate Borrowing.
** 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 Eurodollar Rate Borrowing).
*** Eurodollar Rate Borrowing or Base Rate Borrowing.
**** Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months. In no event may
the Interest Period end after the Facility A Termination Date or
Facility B Termination Date, as applicable.

3 FACILITY A - EXHIBIT B-2
<PAGE> 154
EXHIBIT B-3

FORM OF NOTICE OF LC

______________ __, ____

NationsBank of Texas, N.A.
as Facility A Administrative Agent for the
Facility A Lenders as defined in the Facility A
Credit Agreement referred to below
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Mickey McLean
Fax: (214) 508-2515

Reference is made to the Facility A Revolving Credit Agreement, dated
as of July 3, 1997 (as amended, modified, supplemented, or restated from time
to time, the "CREDIT AGREEMENT"), among the undersigned, the Facility A Lenders
named therein, the Facility A Administrative Agent, the Agents, and the
Co-Agents. Capitalized terms used herein and not otherwise defined herein
shall have the meaning assigned to such terms in the Facility A 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:

<TABLE>
<S> <C> <C>
(A) Face amount of the LC* _________
(B) Date on which the LC is to be issued** _________
(C) Expiration date of the LC*** _________
</TABLE>

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 issuance of the requested LC will not cause the
Facility A Commitment Usage to exceed the Facility A Commitment;

(b) the issuance of the requested LC will not cause the
LC Exposure to exceed $75,000,000;

(d) all of the representations and warranties of Borrower
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) the facts on which such
representations and warranties are based have been changed by
transactions contemplated or permitted by the Loan Papers and,

FACILITY A - EXHIBIT B-3
<PAGE> 155
if applicable, supplemental Schedules have been delivered with respect
thereto and, when necessary, approved by Determining Lenders);

(e) no change in the financial condition of any
Consolidated Company which is a Material Adverse Event has occurred;

(f) no Default or Potential Default has occurred and is
continuing; and

(g) the issuance of such LC is permitted by Law.

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.
** Must be a Business Day at least three Business Days following receipt
by Facility A Administrative Agent of this Notice of LC.
*** Not later than the earlier of two years from the date of issuance or
30 days prior to the Facility A Termination Date.

2 FACILITY A - EXHIBIT B-3
<PAGE> 156
EXHIBIT B-4

FORM OF COMPETITIVE BID REQUEST

______________ __, ____

Reference is made to (i) the Facility A Revolving Credit Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY A"), among the undersigned, the Facility A Lenders
named therein, the Facility A Administrative Agent, the Agents, and the
Co-Agents and (ii) the Facility B Revolving Credit and Term Loan Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY B"), and the undersigned, the Facility B Lenders named
therein, the Facility B 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 Facility A Agreement or the Facility B
Agreement (as applicable). The undersigned hereby gives you notice pursuant to
SECTION 2.4(b) of Facility A Agreement or SECTION 2.2(b) of the Facility B
Agreement that it requests a Competitive Borrowing under the applicable
Facility, and in that connection sets forth below the terms on which such
Competitive Borrowing is requested to be made:

(B) Borrowing Date of Competitive Borrowing* (B)
-------------- ----------------
(C) Principal amount of Competitive Borrowing** (C)
-------------- ----------------

(D) Type of Borrowing*** (D)
-------------- ----------------

(E) Interest Period and the last day thereof**** (E)
-------------- ----------------
----------------------------------------
</TABLE>

Accompanying this notice is payment of the competitive bid fee payable
to Facility A Administrative Agent or Facility B Administrative Agent (as
applicable) for its own account pursuant to SECTION 4.5 of the Facility A
Agreement or SECTION 4.3 of the Facility B 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:

(a) this Borrowing will not cause either (i) the Facility
A Commitment Usage to exceed the Facility A Commitment, or (ii) the
Facility B Commitment Usage to exceed the Facility B Commitment;

FACILITY A - EXHIBIT B-4
<PAGE> 157
(b) all of the representations and warranties of Borrower
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) the facts on which such
representations and warranties are based have been changed by
transactions contemplated or permitted by the Loan Papers and, if
applicable, supplemental Schedules have been delivered with respect
thereto and, when necessary, approved by Determining Lenders);

(d) no Default or Potential Default has occurred and is
continuing; and

(e) the funding of such Borrowing is permitted by Law.

Very truly yours,

WORLDCOM, INC.

By
--------------------------------------
(Name)
----------------------------------
(Title)
---------------------------------

* Must be a Business Day occurring prior to the Facility A Termination
Date or Facility B Termination Date (as applicable) and be at least
(i) five Business Days following receipt by Facility A Administrative
Agent or Facility B Administrative Agent (as applicable) of this
Competitive Bid Request for any Competitive Borrowing that will be
comprised of Eurodollar Rate Borrowings, and (ii) one Business Day
following receipt by Facility A Administrative Agent or Facility B
Administrative Agent (as applicable) of this Competitive Bid Request
for any Competitive Borrowing that will be comprised of Fixed Rate
Borrowings.
** 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 Facility A or Facility B (as applicable), and
(ii) an amount which when added to the aggregate outstanding principal
amount of Competitive Borrowings made by all Lenders under Facility A
or Facility B (as applicable), does not exceed the Competitive Bid
Availability then in effect for such Facility.
*** Eurodollar Rate Borrowing or Fixed Rate Borrowing.
**** Eurodollar 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 Facility A Termination Date or Facility B Termination Date,
as applicable.

2 FACILITY A - EXHIBIT B-4
<PAGE> 158
EXHIBIT B-5

FORM OF NOTICE TO LENDERS OF COMPETITIVE BID REQUEST

______________ __, ____
[Name of Lender]
[Address of Lender]
Attention: ______________________

Reference is made to (i) the Facility A Revolving Credit Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY A"), among the undersigned, the Facility A Lenders
named therein, the Facility A Administrative Agent, the Agents, and the
Co-Agents and (ii) the Facility B Revolving Credit and Term Loan Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY B"), and the undersigned, the Facility B Lenders named
therein, the Facility B 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 Facility A Agreement or the Facility B
Agreement (as applicable). Borrower delivered a Competitive Bid Request dated
_________ __, ____, pursuant to SECTION 2.4(b) of the Facility A Agreement or
SECTION 2.2(b) of the Facility B Agreement (as applicable), 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 Facility A
Agreement or SECTION 2.2(c) of the Facility B Agreement (as applicable) and the
terms set forth below on which the Competitive Bid Request was made:

(B) Day) wing Date of Competitive Borrowing (a Business (B)
-------------- ----------------

(D) Type of Borrowing (D)
-------------- ----------------

(E) Interest Period and the last day thereof (E)
-------------- ----------------
----------------------------------------
</TABLE>

Very truly yours,

NATIONSBANK OF TEXAS, N.A., as
Administrative Agent under both
Facility A and Facility B

By
--------------------------------------
(Name)
----------------------------------
(Title)
---------------------------------

* The Competitive Bid must be received by the Facility A Administrative
Agent or Facility B Administrative Agent (as applicable) (i) in the
case of Eurodollar 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.

FACILITY A - EXHIBIT B-5
<PAGE> 159
EXHIBIT B-6

FORM OF COMPETITIVE BID

______________ __, ____
NationsBank of Texas, N.A., as Facility A Administrative Agent
and Facility B Administrative Agent
under the Credit Agreements referred to below
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Mickey McLean
Fax: (214) 508-2515

The undersigned, [Name of Lender] , refers to (i) the Facility
A Revolving Credit Agreement, dated as of July 3, 1997 (as amended, modified,
supplemented, or restated from time to time, "FACILITY A"), among WorldCom,
Inc. (the "BORROWER"), the Facility Lenders named therein, the Facility A
Administrative Agent, the Agents, and the Co-Agents and (ii) the Facility B
Revolving Credit and Term Loan Agreement, dated as of July 3, 1997 (as amended,
modified, supplemented, or restated from time to time, "FACILITY B"), among
Borrower, the Facility B Lenders named therein, the Facility B 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
Facility A Agreement or the Facility B Agreement (as applicable). The
undersigned hereby makes a Competitive Bid pursuant to SECTION 2.4(c) of the
Facility A Agreement or SECTION 2.2(c) of the Facility B Agreement, in response
to the Competitive Bid Request made by Borrower on , , and in that
connection sets forth below the terms on which such Competitive Bid is made:

<TABLE>
<CAPTION>
----------------------------------------
FACILITY A FACILITY B
----------------------------------------
<S> <C> <C> <C> <C>
(A) Facility (A)
-------------- ----------------

(B) Principal amount* (B)
-------------- ----------------
(C) Competitive Bid Rate** (C)
-------------- ----------------

(D) Interest Period and the last day thereof*** (D)
-------------- ----------------
----------------------------------------
</TABLE>

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 Facility A Agreement or SECTION 2.2(e) of the Facility B
Agreement (as applicable).

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 by Borrower and which may

FACILITY A - EXHIBIT B-6
<PAGE> 160
exceed such Lender's Committed Sum under Facility A or Facility B, as
applicable (subject to the limitations set forth in SECTION 2.4(a) of
the Facility A Agreement or SECTION 2.2(a) of the Facility B
Agreement). Multiple bids will be accepted by Facility A
Administrative Agent or Facility B Administrative Agent (as
applicable).
** Eurodollar Rate + % or - ____________%, in the case of
Eurodollar 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.

2 FACILITY A - EXHIBIT B-6
<PAGE> 161
EXHIBIT C

FORM OF ADMINISTRATIVE QUESTIONNAIRE

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 Drafts of Loan Papers at
Lender: _______________________________________________________
______________________________________________________________.

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:

_______________________________________________________________
_______________________________________________________________
_______________________________________________________________

<TABLE>
<CAPTION>
CREDIT CONTACT OPERATIONS CONTACT LEGAL COUNSEL
-------------- ------------------ -------------
<S> <C> <C> <C>
NAME:
-------------- ------------------ -------------
TITLE:
-------------- ------------------ -------------
ADDRESS:
-------------- ------------------ -------------

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

-------------- ------------------ -------------
TELEPHONE:
-------------- ------------------ -------------
FACSIMILE #:
-------------- ------------------ -------------
ANSWERBACK:
-------------- ------------------ -------------
</TABLE>

FACILITY A - EXHIBIT B-6
<PAGE> 162
PAYMENT INSTRUCTIONS

FED WIRE INSTRUCTIONS

<TABLE>
<S> <C> <C> <C>
PAY TO:
-----------------------------------------------------------------------------------------------
(Name of Lender)

-----------------------------------------------------------------------------------------------
(Address)

---------------------------------- ----------------------------------------------------
(City) (State) (Zip)

-----------------------------------------------------------------------------------------------
(ABA #) (Account #)

-----------------------------------------------------------------------------------------------
(Attention)
</TABLE>

NATIONSBANK PAYMENT INSTRUCTIONS

PAY TO: NationsBank TX
Dallas, Texas
ABA #: 111000025

ATTENTION: Commercial Loan Operations

REFERENCE: WorldCom Inc.

ACCOUNT #: 120-2000-883

2 FACILITY A - EXHIBIT B-6
<PAGE> 163
EXHIBIT D-1

FORM OF COMPLIANCE CERTIFICATE

FOR _______________ ENDED ________________________________,

DATE: ____________________________________,

ADMINISTRATIVE AGENT: NationsBank of Texas, N.A.

BORROWER: WorldCom, Inc.
________________________________________________________________________________

This certificate is delivered under (i) the Facility A Revolving
Credit Agreement, dated as of July 3, 1997 (as amended, modified, supplemented,
or restated from time to time, the "FACILITY A AGREEMENT") among Borrower, the
Facility A Lenders named therein, the Facility A Administrative Agent, the
Agents, and the Co-Agents, and (ii) the Facility B Revolving Credit and Term
Loan Agreement, dated as of July 3, 1997 (as amended, modified, supplemented,
or restated from time to time, the "FACILITY B AGREEMENT") among Borrower, the
Facility B Lenders named therein, the Facility B Administrative Agent, the
Agents, and the Co-Agents). Capitalized terms used herein and not otherwise
defined herein shall have the meaning given to such terms in the Facility A
Agreement or the Facility B Agreement (as applicable).

I certify to Lenders that:

(a) I am a Responsible Officer of the Consolidated Companies in
the position(s) set forth under my signature below;

(b) the Financial Statements of the Consolidated Companies (and
the separate Financial Statements for (i) MFS and its Subsidiaries and (ii)
each other Unrestricted Subsidiary, as applicable) attached to this certificate
were prepared in accordance with GAAP, and present fairly in all material
respects the consolidated (as to the Consolidated Companies and as to MFS and
its Subsidiaries, as applicable) financial condition and results of operations
of those companies as of, and for the (three, six, or nine months, or fiscal
year) ended on,
, (the "SUBJECT PERIOD") [(subject only to normal year-end audit
adjustments)];

(c) a review of the activities of the Consolidated Companies
during the Subject Period has been made under my supervision with a view to
determining whether, during the Subject Period, the Consolidated 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
Consolidated 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 Restricted
Companies with SECTIONS 7.28(a) and (b) of each of the Facility A Agreement and
the Facility B Agreement at the end of the Subject Period is as set forth on
the Annex I to this certificate;

FACILITY A - EXHIBIT D-1
<PAGE> 164
(e) as of the date hereof, to my knowledge, the aggregate Debt
(including, without limitation, the amounts outstanding as of the date hereof
under Capital Leases and Debt assumed or created in connection with any
Permitted Acquisition) of the Restricted Companies restricted by SECTIONS
7.12(d) AND 7.12(e) of each of Facility A Agreement and Facility B Agreement is
$ , which amount is equal to or less than $
[7.5% of the amount of Total Debt for which the Restricted Companies may be
obligated without violating the Leverage Ratio requirements of SECTIONS 7.28(a)
of the Facility A Agreement and the Facility B Agreement];

(f) as of the date hereof, to my knowledge, the aggregate Debt
(including, without limitation, the amounts outstanding as of the date hereof
under Capital Leases and Debt assumed or created in or created in connection
with any Permitted Acquisition) of the Restricted Subsidiaries restricted by
SECTIONS 7.12(d) and 7.12(e), of each of the Facility A Agreement and the
Facility B Agreement is $_______________, which amount is equal to or less than
$100,000,000; and

(g) with respect to any Permitted Acquisition consummated during
the Subject Period that met the requirements of ITEM (a) of the definition of
"Permitted Acquisition" (and for which no prior written certification to the
following matters has been delivered by Borrower to Facility A Administrative
Agent and Facility B Administrative Agent), (i) all representations and
warranties under the Loan Papers were true and correct immediately prior to and
after giving effect to each such Acquisition, (ii) no Default or Potential
Default existed at the time of any such Acquisition or after giving effect to
any such Acquisition, (iii) prior to the consummation of any such Acquisition,
Borrower delivered to Facility A Administrative Agent and Facility B
Administrative Agent (as appropriate) all supplements to, or revisions of,
SCHEDULES 6.13, 7.12, 7.13 and 7.20 to each of the Facility A Agreement and the
Facility B Agreement which were required to make the disclosures in such
Schedules accurate after giving effect to such Acquisition and obtained (prior
to the date of consummation of such Acquisition), the consent of Determining
Lenders with respect to such revised or Supplemental Schedules ([ ] check here
if no such revised or supplemental schedules were required as a result of such
Acquisitions); and (iv) attached hereto are revised or supplemental SCHEDULES
6.2 and 6.3 which are required to make the disclosures accurate after giving
effect to such Acquisition.

By
--------------------------------------
(Name)
----------------------------------
(Title)
---------------------------------

2 FACILITY A - EXHIBIT D-1
<PAGE> 165
ANNEX I TO COMPLIANCE CERTIFICATE

Status of Compliance with SECTIONS 7.28(a) and (b)
of the Facility A Agreement and the Facility B Agreement(1)

(All on consolidated basis for the Restricted
Companies at the end of Subject Period)

<TABLE>
<S> <C> <C> <C>
1. SECTION 7.28(a) - LEVERAGE RATIO

a. Total Debt* $
-------------
b. Amount of immediately-available cash or Cash
Equivalents owned by the Restricted Companies* $
-------------
c. Market value of any immediately-available Marketable
Securities owned by the Restricted Companies* $
-------------
d. Total Debt (adjusted)* [Line (a) less Line (b) and
(c)] $
-------------
e. Pre-tax income** $
-------------
f. Interest Expense** $
-------------
g. Depreciation expense** $
-------------
h. Amortization expense** $
-------------
i. Other non-cash charges** $
-------------
j. Non-recurring cash and non-cash merger and
restructuring charges related solely to Acquisitions
occurring during the Subject Period (not to exceed
$100,000,000 in the aggregate from the Closing Date
to the end of the Subject Period)** $
-------------
k. Extraordinary Losses**
$
l. Losses accounted for on the "equity" method of -------------
accounting (other than dividends actually received
by any Restricted Company from such Person)** $
-------------
m. Extraordinary gains** $
-------------
n. Gains accounted for on the "equity" method of
accounting (other than dividends actually received by
any Restricted Company from such Person)** $
-------------
o. Operating Cash Flow** Sum of Lines e through l minus
Lines m and n $
-------------
p. Operating Cash Flow from Unrestricted Subsidiaries** $
-------------
q. 7.5% of Line (o) $
-------------
r. If positive, the amount by which Line (p) exceeds
Line (q) $
-------------
s. Operating Cash Flow (adjusted) (Line (o) minus (r)) $
-------------
t. Annualized Operating Cash Flow -- Line s multiplied
by 4 -------------
u. Actual Leverage Ratio -- The ratio of (Line d to Line t) :
-------------
v. Maximum ratio for Subject Period $ 4.50 : 1.00
-------------
2. SECTION 7.28(b) - CONSOLIDATED NET WORTH

a. Consolidated Net Worth*** $
-------------
</TABLE>

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

1 All as more particularly determined in accordance with the terms of the
Facility A Agreement or the Facility B Agreement (as applicable), which
control in the event of conflicts with this form.

3 FACILITY A - EXHIBIT D-1
<PAGE> 166
<TABLE>
<S> <C> <C>
b. To the extent deducted in the calculation of
Consolidated Net Worth, non-recurring cash and
non-cash charges made by the Restricted Companies in
connection with any mergers or corporate
restructurings relating solely to Acquisitions
occurring on or after the Closing Date (maximum of
$100,000,000 for all periods following the Closing
Date) $
-------------
c. Consolidated Net Worth (adjusted) - Line a plus Line b $
-------------
d. Consolidated Net Worth at 12/31/96 $
-------------
e. 75% of Line (d) $
-------------
f. Consolidated Net Income of the Restricted
$ Companies for each fiscal quarter of the Restricted
Companies ending after 12/31/96 $
-------------
g. 50% of Line (f) $
-------------
h. Net Cash Proceeds from Equity Issuance occurring on
or after the Closing Date $
-------------
i. 75% of Item h $
-------------
j. Minimum Consolidated Net Worth (sum of Items (e),
(g), and (i) $
-------------
k. Consolidated Net Worth equals or exceeds Minimum
Consolidated Net Worth (Item (c) equals Yes /No
or exceeds Item (j) ---- -----

</TABLE>

* As of the last day of the Subject Period
** For the three month period ending on the last day of the
Subject Period.
*** At the end of the fiscal quarter.

4 FACILITY A - EXHIBIT D-1
<PAGE> 167
ANNEX II TO COMPLIANCE CERTIFICATE

[ATTACH REVISED OR SUPPLEMENTAL SCHEDULES 6.2 AND 6.3 (AS APPLICABLE)
IN CONNECTION WITH PERMITTED ACQUISITIONS
DESCRIBED IN ITEM (g) OF COMPLIANCE CERTIFICATE]

5 FACILITY A - EXHIBIT D-1
<PAGE> 168
EXHIBIT D-2

FORM OF PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

ADMINISTRATIVE AGENT: NationsBank of Texas, N.A. DATE:_______________

BORROWER: WorldCom, Inc.
________________________________________________________________________________

This certificate is delivered under SECTIONS 5.2(b) of each of (i) the
Facility A Revolving Credit Agreement, dated as of July 3, 1997 (as amended,
modified, supplemented, or restated from time to time, the "FACILITY A
AGREEMENT") among Borrower, the Facility A Lenders named therein, the Facility
A Administrative Agent, the Agents, and the Co-Agents, and (ii) the Facility B
Revolving Credit and Term Loan Agreement dated as of July 3, 1997 (as amended,
modified, supplemented, or restated from time to time, the "FACILITY B
AGREEMENT") among Borrower, the Facility B Lenders named therein, the Facility
B Administrative Agent, the Agents, and the Co-Agents. Capitalized terms used
herein and not otherwise defined herein shall have the meanings given to such
terms in the Facility A Agreement and the Facility B Agreement.

_________________ [name of Company] intends to acquire _______________
(the "SUBJECT ACQUISITION"), on __________, ____ (the "ACQUISITION DATE"). In
connection with such Subject Acquisition, Borrower hereby confirms the
following:

(a) all of the representations and warranties under the Loan
Papers are true and correct immediately prior to and after giving effect to the
Subject Acquisition;

(b) the Subject Acquisition meets all of the requirements to
qualify as a Permitted Acquisition under SECTIONS 5.2(b) of each of the
Facility A Agreement and the Facility B 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 later than the Acquisition Date, Borrower has 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, after giving effect to the Subject Acquisition, the
acquiring party is or will be Solvent and the Restricted Companies, on a
consolidated basis, are or will be Solvent, (iv) 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, (v) as of the Acquisition Date, if
the Subject Acquisition is structured as a merger, Borrower or a Permitted
Successor Corporation (or if such merger is with a Restricted Company other
than Borrower, then a Restricted Company) is the surviving entity after giving
effect to such merger, and (vi) if required, the consent of Determining Lenders
to the Subject Acquisition has been obtained and Borrower has delivered to
Administrative Agent all information regarding the Acquisition requested by
Administrative Agent, including, without limitation, all of the information
specifically referred to in ITEM (c) of the definition of "Permitted
Acquisition" in the Facility A Agreement and the Facility B Agreement;

(c) after giving effect to the Subject Acquisition, any Debt (if
any) incurred or assumed by the Restricted Companies in connection with the
Subject Acquisition will be permitted by SECTIONS 7.12 of each of the Facility
A Agreement and the Facility B Agreement (and to the extent any such Debt is
permitted by SECTIONS 7.12(e) of each of the Facility A Agreement and the
Facility B Agreement calculations supporting compliance with such Sections are
set forth on the attached Schedule) and the status of compliance by the
Restricted Companies with SECTIONS 7.28(a) after giving effect to the Subject
Acquisition is as set forth on the attached Schedule; and

FACILITY A - EXHIBIT D-2
<PAGE> 169
(d) prior to the consummation of the Subject Acquisition, Borrower
has delivered to Administrative Agent all supplements to, or revisions of,
SCHEDULES 6.13, 7.12, 7.13 and 7.20 to each of the Facility A Agreement and the
Facility B Agreement which are required to make the disclosures in such
Schedules accurate after giving effect to the Subject Acquisition, and has
obtained the consent of Determining Lenders with respect to such revised or
supplemental Schedules ( check here if no such revised or supplemental
Schedules are required as a result of the Subject Acquisition).

WORLDCOM, INC.

*By
-------------------------------------
(Name)
----------------------------------
(Title)
---------------------------------

* Must be a Responsible Officer of Borrower.

2 FACILITY A - EXHIBIT D-2
<PAGE> 170
SCHEDULE TO PERMITTED ACQUISITION
COMPLIANCE CERTIFICATE

Status of compliance with the Facilities(1)

1. The Purchase Price of the Subject Acquisition is $__________. [This
Permitted Acquisition Compliance Certificate only needs to be completed
with respect to Acquisitions with a Purchase Price of $250,000,000 or
more.]

<TABLE>
<S> <C> <C> <C>
2. SECTION 7.28(a) - LEVERAGE RATIO

a. Total Debt* $
-------------
b. Amount of immediately-available cash or Cash
Equivalents owned by the Restricted Companies* $
-------------
c. Market value of any immediately-available Marketable
Securities owned by the Restricted Companies* $
-------------
d. Total Debt (adjusted)* [Line (a) less Line (b) and
(c)] $
-------------
e. Pre-tax income** $
-------------
f. Interest Expense** $
-------------
g. Depreciation expense** $
-------------
h. Amortization expense** $
-------------
i. Other non-cash charges** $
-------------
j. Non-recurring cash and non-cash merger and
restructuring charges related solely to Acquisitions
occurring during the Subject Period (not to exceed
$100,000,000 in the aggregate from the Closing Date
to the end of the Subject Period)** $
-------------
k. Extraordinary Losses**
$
l. Losses accounted for on the "equity" method of -------------
accounting (other than dividends actually received
by any Restricted Company from such Person)** $
-------------
m. Extraordinary gains** $
-------------
n. Gains accounted for on the "equity" method of
accounting (other than dividends actually received by
any Restricted Company from such Person)** $
-------------
o. Operating Cash Flow** Sum of Lines e through l minus
Lines m and n $
-------------
p. Operating Cash Flow from Unrestricted Subsidiaries** $
-------------
q. 7.5% of Line (o) $
-------------
r. If positive, the amount by which Line (p) exceeds
Line (q) $
-------------
s. Operating Cash Flow (adjusted) (Line (o) minus (r)) $
-------------
t. Annualized Operating Cash Flow -- Line s multiplied
by 4
u. Actual Leverage Ratio -- The ratio of (Line d to Line t) :
-------------
v. Maximum ratio for Subject Period 4.50 : 1.00
-------------

</TABLE>

3. If any Debt is being assumed or incurred in connection with the
Subject Acquisition, then after giving effect to such Subject
Acquisition, the aggregate Debt of the Restricted Companies incurred
pursuant to SECTIONS 7.12(e) of each of the Facility A Agreement and

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

1 All as more particularly determined in accordance with the terms of the
Facility A Agreement or the Facility B Agreement (as applicable), which
control in the event of conflicts with this form.

3 FACILITY A - EXHIBIT D-2
<PAGE> 171
the Facility B Agreement (including, without limitation, amounts
outstanding on the date of consummation of the Subject Acquisition
under Capital Leases, Debt assumed or created in connection with any
Permitted Acquisition, and any Existing Debt pursuant to SECTIONS
7.12(d) of each of the Facility A Agreement and the Facility B
Agreement) is $__________, which is less than or equal to 7.5% of the
amount of Total Debt for which the Restricted Companies may be
obligated without violating the Leverage Ratio requirements of SECTIONS
7.28(a) of each of the Facility A Agreement and the Facility B
Agreement.

4. After giving effect to the Subject Acquisition, the aggregate Debt of
the Restricted Subsidiaries incurred pursuant to SECTIONS 7.12(e) of
each of the Facility A Agreement and the Facility B Agreement,
including, without limitation, the amounts outstanding as of the date
hereof under Capital Leases, Debt assumed or created in connection
with any Permitted Acquisition, and any Existing Debt incurred
pursuant to SECTION 7.12(d) of each of Facility A Agreement and
Facility B Agreement is $___________, which amount is equal to or
less than $100,000,000.

4 FACILITY A - EXHIBIT D-2
<PAGE> 172
EXHIBIT E

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the Facility A Revolving Credit Agreement dated
as of July 3, 1997 (as amended, modified, supplemented, or restated from time
to time, the "FACILITY A AGREEMENT") among WORLDCOM, INC., a Georgia
corporation ("BORROWER"), the Facility A Lenders, the Agents, the Co-Agents
(each such term as defined in the Facility A Agreement), and NATIONSBANK OF
TEXAS, N.A., as the Administrative Agent for Facility A Lenders
("ADMINISTRATIVE AGENT"). Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Facility A
Agreement.

The "ASSIGNOR" and the "ASSIGNEE" referred to on SCHEDULE 1 agree as
follows:

1. The Assignor hereby sells and assigns to the Assignee, without
recourse and without representation or warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's Rights and obligations under the Facility A
Agreement and the related Facility A Loan Papers as of the date hereof equal to
the percentage interest specified on SCHEDULE 1 (excluding any outstanding
Competitive Borrowings owed to the Assignor [unless the Assignor is selling all
of its Rights and obligations under the Facility A Loan Papers], but including
any participations by the Assignor in any LCs or Swing Line Borrowings). After
giving effect to such sale and assignment, the Assignor's and the Assignee's
Facility A Committed Sums and the amount of the Borrowings under Facility A
owing to each of them will be as set forth on SCHEDULE 1.

2. The Assignor (i) represents and warrants that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Facility A Loan Papers or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Facility A Loan Papers or any other
instrument or document furnished pursuant thereto; (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any party to any Facility A Loan Paper or the
performance or observance by any such party of any of its obligations under the
Facility A Loan Papers or any other instrument or document furnished pursuant
thereto; and (iv) attaches the Notes held by the Assignor (to the extent the
Facility A Principal Debt being assigned and owed to the Assignor is evidenced
by Notes) and requests that Administrative Agent exchange such Notes for new
Notes if so requested by either the Assignor or Assignee. Such new Notes shall
be prepared in accordance with the provisions of SECTION 3.1(b) of the Facility
A Agreement and will reflect the respective Committed Sums of the Assignee and
the Assignor after giving effect to this Assignment and Acceptance.

3. The Assignee (i) confirms that it has received a copy of the
Facility A Agreement, together with copies of the Current Financials and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance; (ii)
agrees that it will, independently and without reliance upon the Administrative
Agent, the Assignor, or any other Facility A Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Facility
A Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and
authorizes Administrative Agent to take such action as Administrative Agent on
its behalf and to exercise such powers and discretion under the Facility A
Agreement as are delegated to Administrative Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Facility A Agreement are

FACILITY A - EXHIBIT E
<PAGE> 173
required to be performed by it as a Facility A Lender; and (vi) attaches any
U.S. Internal Revenue Service or other forms required under SECTION 10.9 of the
Facility A Agreement.

4. Following the execution of this Assignment and Acceptance, it
will be delivered to Administrative Agent for acceptance and recording by the
Administrative Agent. The effective date for this Assignment and Acceptance
(the "EFFECTIVE DATE") shall be the date of acceptance hereof by Administrative
Agent, unless otherwise specified on SCHEDULE 1.

5. Upon such acceptance and recording by Administrative Agent, as
of the Effective Date, (i) the Assignee shall be a party to the Facility A
Agreement and, to the extent provided in this Assignment and Acceptance, have
the Rights and obligations of a Facility A Lender thereunder, and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its Rights and be released from its obligations under the Facility A
Agreement.

6. Upon such acceptance and recording by Facility A
Administrative Agent, from and after the Effective Date, Administrative Agent
shall make all payments under the Facility A Agreement, the Notes (to the
extent the Facility A Principal Debt owed to the Assignee is evidenced by
Notes), and loan accounts in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and
commitment fees and other fees with respect thereto) to the Assignee. The
Assignor and Assignee shall make all appropriate adjustments in payments under
the Facility A Agreement and the other Facility A Loan Papers for periods prior
to the Effective Date directly between themselves.

7. Unless the Assignee is a Facility A Lender or an Affiliate of
a Facility A Lender (and this sale and assignment is not made in connection
with the sale of such Affiliate), this Assignment and Acceptance is conditioned
upon the consent of Borrower and Administrative Agent pursuant to the
definition of "Eligible Assignee" in the Facility A Agreement. The execution
and delivery of this Assignment and Acceptance by Borrower and Administrative
Agent is evidence of this consent.

8. As contemplated by SECTION 11.14(b)(v) of the Facility A
Agreement, the Assignor or the Assignee (as determined between the Assignor and
the Assignee) agrees to pay to Administrative Agent for its account on the
Effective Date in federal funds a processing fee of $3,500.

9. THIS ASSIGNMENT AND ACCEPTANCE 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.

10. This Assignment and Acceptance may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of SCHEDULE 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused SCHEDULE
1 to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.

2 FACILITY A - EXHIBIT E
<PAGE> 174
SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE AGREEMENT

Assignor's Facility A Committed Sum: $________________

Assignee's Facility A Committed Sum: $________________

Aggregate outstanding principal
amount of Borrowings under
Facility A assigned (must be at
least equal to $10,000,000): $________________

Effective Date (if other than date of
acceptance by Administrative Agent): *________ ___, __

[NAME OF ASSIGNOR], as Assignor

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

Dated: ,
----------------- ----- -----

[NAME OF ASSIGNEE], as Assignee

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

Dated: ,
----------------- ----- -----

3 FACILITY A - EXHIBIT E
<PAGE> 175
If SECTION 11.14(b) and CLAUSE (c) of the definition of "Eligible
Assignee" of the Facility A Agreement so require, Borrower and Administrative
Agent consent to this Assignment and Acceptance.

WORLDCOM, INC., as Borrower

By:
-------------------------------------

Title:
----------------------------------

Dated: ,
----------------- ----- -----

NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent

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

Dated: ,
----------------- ----- -----

* This date should be no earlier than five Business Days after
the delivery of this Assignment and Acceptance to Facility A
Administrative Agent.

4 FACILITY A - EXHIBIT E
<PAGE> 176
EXHIBIT F-1

FORM OF OPINION OF GENERAL COUNSEL OF BORROWER

July 3, 1997

NationsBank of Texas, N.A., in its capacities as
Facility A Administrative Agent and
Facility B Administrative Agent

Bank of America NT & SA,
Bank of Montreal,
The Bank of New York,
The Bank of Nova Scotia,
Bank of Tokyo-Mitsubishi Trust Company,
Barclays Bank PLC,
Canadian Imperial Bank of Commerce,
The Chase Manhattan Bank,
Citibank, N.A.,
Credit Lyonnais New York Branch,
First Union National Bank,
Fleet National Bank
The Industrial Bank of Japan, Limited, Atlanta Agency,
Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and
Toronto Dominion (Texas), Inc.:
as Agents under the Facility A Agreement and the Facility B Agreement.

Each of the Lenders named in Schedules 2.1 to the Facility A Agreement and the
Facility B Agreement referred to below

RE: CREDIT FACILITIES OF 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 Restricted
Subsidiaries in connection with the Facility A Revolving Credit Agreement dated
as July 3, 1997 (the "FACILITY A AGREEMENT") and the Facility B Revolving
Credit and Term Loan Agreement dated as of July 3, 1997 (the "FACILITY B
AGREEMENT"), among Borrower, the lenders named on SCHEDULES 2.1 to each of the
Facility A Agreement and the Facility B Agreement ("LENDERS"), NationsBank of
Texas, N.A., as the "Administrative Agent" under the Facility A Agreement (in
such capacity, the "FACILITY A ADMINISTRATIVE AGENT") or as the "Administrative
Agent" under the Facility B Agreement (in such capacity, the "FACILITY B
ADMINISTRATIVE AGENT") and the following banks as "Agents" under each of the
Facility A Agreement and the Facility B Agreement: Bank of America NT & SA,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc.

FACILITY A - EXHIBIT F-1
<PAGE> 177
This opinion is delivered pursuant to SECTIONS 5.1 of each of the
Facility A Agreement and the Facility B Agreement and PARAGRAPHS 8 of SCHEDULES
5.1 to each of the Facility A Agreement and the Facility B Agreement. Unless
otherwise defined, each capitalized term used herein has the meaning given to
such term in the Facility A Agreement and the Facility B 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 Consolidated Companies (as listed on SCHEDULES 6.2
to the Facility A Agreement and the Facility B Agreement) and such certificates
of public officials and of officers of the Consolidated Companies, other
documents, and matters of law as I deemed necessary or appropriate, including,
without limitation, originals or copies (or, with respect to the Notes under
the Facility A or Facility B Agreement (collectively, the "NOTES") only, the
forms of Notes attached as Exhibits to the Facility A and the Facility B
Agreement) of (i) the Facility A Agreement, (ii) the Facility B Agreement, and
(iii) to the extent any Notes are executed and delivered on the Closing Date or
immediately subsequent thereto, such Notes (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 Consolidated Company who signed in my presence and Bernard J.
Ebbers, Charles T. Cannada, Scott D. 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 Facility A Administrative Agent, the Facility B
Administrative Agent, the Agents under Facility A, the Agents under Facility B,
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 Consolidated 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 New York law, I understand you will rely solely upon the
opinions of Bryan Cave LLP. 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. Borrower (a) is a corporation validly existing and in good
standing under the Laws of its state of incorporation (based solely upon my
review of good standing certificates [or comparable documents] issued by such
state with respect to such corporation), and (b) possesses all requisite
corporate 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 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 Borrower.

2 FACILITY A - EXHIBIT F-1
<PAGE> 178
3. The Transaction Documents 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).

4. The execution, delivery and performance of and compliance with
the terms of the Transaction Documents will not cause Borrower to be in
violation of its Second Amended and Restated Articles or Certificates of
Incorporation or Bylaws.

5. The execution, delivery, and the performance of and compliance
with the terms of the Transaction Documents will not cause Borrower to be in
violation of any Laws, other than such violations which will not, individually
or collectively, be a Material Adverse Event.

6. No Restricted Company is involved in, nor am I aware of the
threat of, any Litigation which is reasonably likely to be determined adversely
to any Restricted Company that would be a Material Adverse Event. There are no
outstanding orders or judgments for the payment of money in excess of
$100,000,000 (individually or collectively) or any warrant of attachment,
acquisition, or similar proceeding against any Restricted Company's assets
having a value (individually or collectively) of $100,000,000 or more.

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 Borrower to be in default under any
material, written, or oral agreements, contracts, commitments, or
understandings to which any Restricted Company is a party, other than such
defaults or potential defaults which will not, individually or collectively, be
a Material Adverse Event.

8. (a) No Employee Plan has incurred an accumulated funding
deficiency (as defined in the Code and ERISA), (b) neither Borrower nor any
ERISA Affiliate has incurred material liability which is currently due and
remains unpaid 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 such term is defined in ERISA or
the Code) which would be a Material Adverse Event, and (e) to the best of my
knowledge, after reasonable investigation, no Reportable Event has occurred
which is likely to result in the termination of any Employee Plan.

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 Transaction Documents, 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;

3 FACILITY A - EXHIBIT F-1
<PAGE> 179
(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;

(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 Transaction Documents, and no person
other than the Facility A Administrative Agent, the Facility B Administrative
Agent, each Agent under the Facility A Agreement and the Facility B Agreement,
each Lender, each assignee which hereafter becomes a Lender as permitted by
either the Facility A Agreement or the Facility B 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 FACILITY A - EXHIBIT F-1
<PAGE> 180
EXHIBIT F-2

FORM OF OPINION SPECIAL COMMUNICATIONS COUNSEL
[KELLEY DRYE & WARREN, L.L.P.]

July 3, 1997

NationsBank of Texas, N.A.
as Facility A Administrative Agent and
Facility B Administrative Agent

Bank of America NT & SA,
Bank of Montreal,
The Bank of New York,
The Bank of Nova Scotia,
Bank of Tokyo-Mitsubishi Trust Company,
Barclays Bank PLC,
Canadian Imperial Bank of Commerce,
The Chase Manhattan Bank,
Citibank, N.A.,
Credit Lyonnais New York Branch,
First Union National Bank,
Fleet National Bank,
The Industrial Bank of Japan, Limited, Atlanta Agency,
Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and
Toronto Dominion (Texas), Inc.

Each of the Lenders named on SCHEDULES 2.1 to each of the Facility A Agreement
and the Facility B Agreement referred to below

Ladies and Gentlemen:

We have acted as special communications regulatory counsel to
WorldCom, Inc. (the "BORROWER"), a Georgia corporation, and each of its
Restricted Subsidiaries as identified on SCHEDULE I hereto (Borrower and its
Restricted Subsidiaries are collectively referred to herein as the "RESTRICTED
COMPANIES"), in connection with the Facility A Revolving Credit Agreement (the
"FACILITY A AGREEMENT"), the Facility B Revolving Credit and Term Loan
Agreement (the "FACILITY B AGREEMENT"), each dated as of July 3, 1997, and the
related Loan Papers by an among Borrower, the Lenders referred to on SCHEDULES
2.1 of each of the Facility A Agreement and the Facility B Agreement
("LENDERS"), NationsBank of Texas, N.A., as the "Administrative Agent" under
the Facility A Agreement (the "FACILITY A ADMINISTRATIVE AGENT") and as the
"Administrative Agent" under the Facility B Agreement (the "FACILITY B
ADMINISTRATIVE AGENT"), and the following banks as "Agents" under each of the
Facility A Agreement and the Facility B Agreement (collectively, "AGENTS"):
Bank of America NT & SA, Bank of Montreal, The Bank of New York, The Bank of
Nova Scotia, Bank of Tokyo-Mitsubishi Trust Company, Barclays Bank PLC,
Canadian Imperial Bank of Commerce, The Chase Manhattan Bank, Citibank, N.A.,
Credit Lyonnais New York Branch, First Union National Bank, Fleet National
Bank, The Industrial Bank of Japan, Limited, Atlanta Agency, Morgan Guaranty
Trust Company of New York, Royal Bank of Canada, and Toronto Dominion (Texas),
Inc.

FACILITY A - EXHIBIT F-2
<PAGE> 181
Except as otherwise defined herein, capitalized terms defined in the
Facility A Agreement and the Facility B Agreement are used herein as defined
therein. This opinion is being delivered pursuant to SECTIONS 5.1 and
PARAGRAPHS 8 of SCHEDULES 5.1 of each of the Facility A Agreement and the
Facility B Agreement.

As special communications regulatory counsel for the Restricted
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
Restricted 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 Restricted 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 Restricted Companies.

In rendering the opinions expressed herein, we have examined the
execution form of the Facility A Agreement, the Facility B Agreement, and all
Schedules and 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
Borrower.

As to matters of fact relevant to the opinions expressed herein, we
have relied upon information supplied to us by the Restricted 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 Restricted Companies' ownership and
operations, review of documents, records and instruments, provided by the
Restricted 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
Restricted 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 Restricted 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 Facility A Agreement or
the Facility B Agreement, or for the legality, validity

2 FACILITY A - EXHIBIT F-2
<PAGE> 182
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 Facility A Agreement or
the Facility B 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 authority
to extend the maturity dates of Facility A and Facility B past June
30, 2001, and to borrow under Facility B. The Borrower has filed
applications with each Applicable PUC listed on SCHEDULE III
sufficient to extend such maturity dates and to authorize Borrowings
under Facility B.

2. Each Restricted 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 the network or
telecommunications facilities owned or leased by the Restricted
Companies (collectively, the "NETWORK FACILITIES"). All of the
certificates and licenses are duly and validly held by the applicable
Restricted 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.

3. The execution and delivery, and the performance and
compliance with the terms and provisions by Borrower, of the Facility
A Agreement and the Facility B Agreement: (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.

4. To the best of our knowledge based solely upon inquiry to the
Restricted Companies and review of records in our possession and the
publicly-available files and records of the FCC, the ownership and
operation by the Restricted 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).

5. To the best of our knowledge based solely upon inquiry to the
Restricted 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 Restricted 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 Restricted 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 Restricted 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 Restricted 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 2, we have relied upon representations made to us by the Restricted
Companies, to the effect that they have provided us with copies of all FCC
Licenses and PUC authorizations issued to the Restricted Companies and to the
effect that they have delivered to us all other certificates or other licenses
issued or granted by any Applicable

3 FACILITY A - EXHIBIT F-2
<PAGE> 183
PUC to the Restricted Companies, and the Restricted 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
Facility A Administrative Agent, the Facility B Administrative Agent, the
Agents, the Lenders, and Haynes and Boone, L.L.P., by us in our capacity as
special communications regulatory counsel to the Restricted 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 FACILITY A - EXHIBIT F-2
<PAGE> 184
SCHEDULE I
TO OPINION OF SPECIAL COMMUNICATIONS COUNSEL TO BORROWER

LIST OF RESTRICTED SUBSIDIARIES

5 FACILITY A - EXHIBIT F-2
<PAGE> 185
SCHEDULE II
TO OPINION OF SPECIAL COMMUNICATIONS COUNSEL TO BORROWER

LIST OF APPLICABLE PUC'S

Federal Communications Commission
Alabama Public Service Commission
Arizona Corporation Commission
Arkansas Public Service Commission
California Public Utilities Commission
Colorado Public Utilities Commission
Connecticut Department of Public Utility Control
Delaware Public Service Commission
Florida Public Service Commission
Georgia Public Service Commission
Idaho Public Utilities Commission
Illinois Commerce Commission
Indiana Utility Regulatory Commission
Iowa Utilities Board
Kansas State Corporation Commission
Kentucky Public Service Commission
Louisiana Public Service Commission
Maine Public Utilities Commission
Maryland Public Service Commission
Massachusetts Department of Public Utilities
Michigan Public Service Commission
Minnesota Public Utilities Commission
Mississippi Public Service Commission
Missouri Public Service Commission
Montana Public Service Commission
Nebraska Public Service Commission
Nevada Public Service Commission
New Hampshire Public Utilities Commission
New Jersey Board of Public Utilities
New Mexico State Corporation Commission
New York Public Service Commission
North Carolina Utilities Commission
North Dakota Public Service Commission
Ohio Public Utilities Commission
Oklahoma Corporation Commission
Oregon Public Utility Commission
Pennsylvania Public Utility Commission
Rhode Island Public Utilities Commission
South Carolina Public Service Commission

6 FACILITY A - EXHIBIT F-2
<PAGE> 186
LIST OF APPLICABLE PUC'S (CONT'D)

South Dakota Public Utilities Commission
Tennessee Regulatory Authority
Texas Public Utility Commission
Utah Public Service Commission
Vermont Public Service Board
Virginia State Corporation Commission
Washington Utilities and Transportation Commission
West Virginia Public Service Commission
Wisconsin Public Service Commission
Wyoming Public Service Commission

7 FACILITY A - EXHIBIT F-2
<PAGE> 187
SCHEDULE III
TO OPINION OF SPECIAL COMMUNICATIONS COUNSEL TO BORROWER

APPLICABLE PUC'S REQUIRING PRIOR APPROVAL

Arkansas Public Service Commission
Delaware Public Service Commission
Georgia Public Service Commission
Indiana Utility Regulatory Commission
Kentucky Public Service Commission
Nebraska Public Service Commission
New York Public Service Commission
North Carolina Utilities Commission
Pennsylvania Public Utility Commission
Tennessee Regulatory Authority
West Virginia Public Service Commission

8 FACILITY A - EXHIBIT F-2
<PAGE> 188
SCHEDULE IV
TO OPINION OF SPECIAL COMMUNICATIONS COUNSEL TO BORROWER

STATES IN WHICH INTRASTATE OPERATIONS ARE CONDUCTED

<TABLE>
<S> <C>
Alabama Nevada
Arizona New Hampshire
Arkansas New Jersey
California New Mexico
Colorado New York
Connecticut North Carolina
Delaware North Dakota
Florida Ohio
Georgia Oklahoma
Idaho Oregon
Illinois Pennsylvania
Indiana Rhode Island
Iowa South Carolina
Kansas South Dakota
Kentucky Tennessee
Louisiana Texas
Maine Utah
Maryland Virginia
Massachusetts Vermont
Michigan Washington
Minnesota West Virginia
Mississippi Wisconsin
Missouri Wyoming
Montana
Nebraska
</TABLE>

9 FACILITY A - EXHIBIT F-2
<PAGE> 189
EXHIBIT F-3

FORM OF OPINION OF SPECIAL NEW YORK COUNSEL
[BRYAN CAVE]

July 3, 1997

NationsBank of Texas, N.A.
as Facility A Administrative Agent and
Facility B Administrative Agent

Bank of America NT & SA,
Bank of Montreal,
The Bank of New York,
The Bank of Nova Scotia,
Bank of Tokyo-Mitsubishi Trust Company,
Barclays Bank PLC,
Canadian Imperial Bank of Commerce,
The Chase Manhattan Bank,
Citibank, N.A.,
Credit Lyonnais New York Branch,
First Union National Bank,
Fleet National Bank,
The Industrial Bank of Japan, Limited, Atlanta Agency,
Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and
Toronto Dominion (Texas), Inc.

Each of the Lenders named on SCHEDULES 2.1 to each of the Facility A Agreement
and the Facility B 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 Facility A Revolving Credit Agreement (the
"FACILITY A AGREEMENT") dated as of July 3, 1997, the Facility B Revolving
Credit and Term Loan Agreement (the "FACILITY B AGREEMENT") dated as of July 3,
1997, and the related Loan Papers by and among the Borrower, the Lenders
referred to on SCHEDULES 2.1 of each of the Facility A Agreement and the
Facility B Agreement ("LENDERS"), NationsBank of Texas, N.A., as the
"Administrative Agent" under the Facility A Agreement (the "FACILITY A
ADMINISTRATIVE AGENT") and as the "Administrative Agent" under the Facility B
Agreement (the "FACILITY B ADMINISTRATIVE AGENT"), and the following banks as
"Agents" under each of the Facility A Agreement and the Facility B Agreement
(collectively, "AGENTS"): Bank of America NT & SA, Bank of Montreal, The Bank
of New York, The Bank of Nova Scotia, Bank of Tokyo-Mitsubishi Trust Company,
Barclays Bank PLC, Canadian Imperial Bank of Commerce, The Chase Manhattan
Bank, Citibank, N.A., Credit Lyonnais New York Branch, First Union National
Bank, Fleet National Bank, The Industrial Bank of Japan, Limited, Atlanta
Agency, Morgan Guaranty Trust Company of New York, Royal Bank of Canada, and
Toronto Dominion (Texas), Inc.

FACILITY A - EXHIBIT F-3
<PAGE> 190
This opinion is furnished to you pursuant to SECTIONS 5.1 of
each of the Facility A Agreement and the Facility B Agreement and PARAGRAPHS 8
of SCHEDULES 5.1 each of the Facility A Agreement and the Facility B Agreement.
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the Facility A Agreement and the Facility B Agreement.

For purposes of the opinions expressed herein, we have
examined the following documents:

(a) A copy of the Facility A Agreement;

(b) A copy of the Facility B Agreement;

(d) A copy of a Secretary's Certificate for the Borrower
dated as of the date hereof (the "SECRETARY'S CERTIFICATE"), including the
following exhibits appended to each such Secretary's Certificate:

Exhibit A Second Amended and Restated Articles
of Incorporation
Exhibit B Certificate of Existence
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 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 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 Borrower and certain of the other Restricted 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 each
of the Facility A Agreement and the Facility B Agreement have been duly
authorized, executed, and delivered by the Facility A Administrative Agent or
the Facility B Administrative Agent (as the case may be), the Agents, and the
Lenders and that the Facility A Administrative Agent or the Facility B
Administrative Agent (as the case may be), the Agents and the Lenders have the
requisite corporate power and authority to execute, deliver and perform each of
the Facility A Agreement and the Facility B 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:

2 FACILITY A - EXHIBIT F-3
<PAGE> 191
(1) Each of the Transaction Documents constitute
the valid and legally binding obligation of the
Borrower, enforceable against Borrower in accordance
with its terms.

(2) 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.

(3) The execution, delivery, and performance by
Borrower of the Transaction Documents do not require
the consent or authorization of, or filing with any
New York Governmental Authority.

(4) No Restricted 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.

(5) No Restricted 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.

(6) No Restricted Company is subject to
regulation under the Interstate Commerce Act, as
amended.

(7) The application of the proceeds of the
Borrowings under Facility A and Facility B by the
Borrower in accordance with the terms of the Facility
A Agreement and the Facility B 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.

(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.

3 FACILITY A - EXHIBIT F-3
<PAGE> 192
(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.

(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.

4 FACILITY A - EXHIBIT F-3
<PAGE> 193
(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) limit the enforceability of any clause requiring
additional interest or additional payments upon
default.

(j) limit the enforceability of any clause authorizing
the exercise of set-off rights absent prior notice
and demand.

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 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
SECTIONS 11.10 of each of the Facility A Agreement and the Facility B
Agreement. With respect to our opinions provided under numbered paragraphs 4,
5 and 6 above, we have assumed that the business of the Restricted Companies is
limited to the provision of long distance telecommunications services through a
digital fiber optic and digital microwave network, and that the Restricted
Companies, individually and collectively, are engaged in no other line of
business.

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 Facility
A Administrative Agent, the Facility B 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. 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 Restricted Companies for such matters.

This opinion is addressed solely for your use in connection
with the transactions contemplated by the Facility A Agreement and the Facility
B Agreement, and no Person other than the Facility A Administrative Agent, the
Facility B Administrative Agent, each Agent, each Lender, each assignee which
hereafter becomes a Lender in accordance with the terms of either of the
Facility A Agreement or the Facility B 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

5 FACILITY A - EXHIBIT F-3

<PAGE> 1
EXHIBIT 10.2

FACILITY B REVOLVING CREDIT
AND TERM LOAN AGREEMENT

among

WORLDCOM, INC.,
Borrower

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

BANK OF AMERICA NT & SA,
BANK OF MONTREAL,
THE BANK OF NEW YORK,
THE BANK OF NOVA SCOTIA,
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
BARCLAYS BANK PLC,
CANADIAN IMPERIAL BANK OF COMMERCE,
THE CHASE MANHATTAN BANK,
CITIBANK, N.A.,
CREDIT LYONNAIS NEW YORK BRANCH,
FIRST UNION NATIONAL BANK,
FLEET NATIONAL BANK,
THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY,
MORGAN GUARANTY AND TRUST COMPANY OF NEW YORK,
ROYAL BANK OF CANADA, and
TORONTO DOMINION (TEXAS), INC.
Agents

and

THE LENDERS NAMED HEREIN,
Facility B Lenders

$1,250,000,000

DATED AS OF JULY 3, 1997
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
SECTION 1 DEFINITIONS AND TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Number and Gender of Words; Other References . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
1.3 Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 2 BORROWING PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.1 Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.2 Competitive Bid Subfacility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.3 Optional Renewal of Facility B Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.4 Conversion of Facility B to Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.5 Optional Extension of the Term Loan Maturity Date. . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.6 Termination of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.7 Borrowing Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 3 TERMS OF PAYMENT; NEGATIVE PLEDGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.1 Loan Accounts, Notes, and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.2 Interest and Principal Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.3 Interest Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.4 Quotation of Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.5 Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.6 Interest Recapture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.7 Interest Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.8 Maximum Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.9 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
3.10 Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
3.11 Order of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
3.12 Sharing of Payments, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
3.13 Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
3.14 Booking Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
3.15 Basis Unavailable or Inadequate for Eurodollar Rate . . . . . . . . . . . . . . . . . . . . . . . . 38
3.16 Additional Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
3.17 Change in Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.18 Consequential Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.19 Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 4 FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4.1 Treatment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4.2 Fees of Administrative Agent and Arranger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4.3 Competitive Bid Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4.4 Facility B Commitment Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 5 CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.1 Conditions Precedent to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.2 Conditions Precedent to a Permitted Acquisition. . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.3 Conditions Precedent to Each Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
</TABLE>

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<PAGE> 3

<TABLE>
<S> <C> <C>
5.4 Conditions Precedent to Availability of Facility B; Extensions of Facility B Termination Date, and
Term Loan Conversions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 6 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.1 Purpose of Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.2 Existence, Good Standing, Authority, and Authorizations . . . . . . . . . . . . . . . . . . . . . . 43
6.3 Subsidiaries; Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.4 Authorization and Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.5 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.7 Litigation, Claims, Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.8 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.9 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.11 Properties; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.12 Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.13 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.14 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.15 Material Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.16 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.17 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.18 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.19 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.20 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.21 Regulation U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.22 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 7 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.1 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.2 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.3 Items to be Furnished . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.4 Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.6 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.7 Maintenance of Existence, Assets, and Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7.9 Preservation and Protection of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7.11 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7.12 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.13 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.14 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
7.15 Compliance with Laws and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7.16 Permitted Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7.17 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7.18 Fiscal Year and Accounting Methods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7.19 Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7.20 Loans, Advances, and Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7.21 Permitted Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.22 Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
</TABLE>

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<TABLE>
<S> <C> <C>
7.23 Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.24 Sale-Leaseback Financings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.25 Amendments to Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.26 Mergers and Dissolutions; Sale of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.27 Designation of Unrestricted Companies; Redesignation of MFS and its Subsidiaries . . . . . . . . . . 58
7.28 Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

SECTION 8 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
8.1 Payment of Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.2 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.3 Debtor Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.4 Judgments and Attachments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.5 Government Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.6 Misrepresentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.7 SEC Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.8 Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.9 Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.10 Default Under Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.11 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.12 Validity and Enforceability of Loan Papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.13 Payment of Note Agreement Debt or MFS Subordinated Debt. . . . . . . . . . . . . . . . . . . . . . . 61
8.14 Default or Acceleration under any Note Agreement, the MFS Note Agreements, or the
MFS Subordinated Deb . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

8.15 Redemption of Note Agreement Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

SECTION 9 RIGHTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
9.1 Remedies Upon Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
9.2 Company Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
9.3 Performance by Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
9.4 Delegation of Duties and Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
9.5 Not in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
9.6 Course of Dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
9.7 Cumulative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
9.8 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
9.9 Certain Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
9.10 Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
9.11 Expenditures by Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
9.12 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

SECTION 10 AGREEMENT AMONG LENDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.1 Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
10.3 Proportionate Absorption of Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
10.4 Delegation of Duties; Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
10.5 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
10.6 Default; Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
10.7 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
10.8 Relationship of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
10.9 Foreign Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
</TABLE>

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<TABLE>
<S> <C> <C>
10.10 Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
10.11 Agents and Co-Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

SECTION 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
11.1 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
11.2 Nonbusiness Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
11.3 Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
11.4 Form and Number of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
11.5 Exceptions to Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
11.6 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.8 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.9 Entirety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.10 Jurisdiction; Venue; Service of Process; Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . 72
11.11 Amendments, Consents, Conflicts, and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
11.12 Multiple Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
11.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
11.14 Successors and Assigns; Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . . 75
11.15 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances . . . . . . . . . . . . 77
11.16 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
</TABLE>

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<PAGE> 6
SCHEDULES AND EXHIBITS

<TABLE>
<S> <C> <C>
Schedule 2.1 - Lenders and Commitments
Schedule 5.1 - Conditions Precedent to Closing
Schedule 6.2 - Subsidiaries
Schedule 6.3 - Warrants, Options, or Other Rights
Schedule 6.13 - Transactions with Affiliates
Schedule 7.12 - Existing Debt
Schedule 7.13 - Existing Liens
Schedule 7.20 - Other Investments

Exhibit A-1 - Form of Facility B Note
Exhibit A-2 - Form of Facility B Competitive Bid Note
Exhibit A-3 - Form of Term Note
Exhibit B-1 - Form of Notice of Borrowing
Exhibit B-2 - Form of Notice of Conversion
Exhibit B-3 - Form of Competitive Bid Request
Exhibit B-4 - Form of Notice to Lenders of Competitive Bid Request
Exhibit B-5 - Form of Competitive Bid
Exhibit B-6 - Form of Term Conversion Request
Exhibit C - Form of Administrative Questionnaire
Exhibit D-1 - Form of Compliance Certificate
Exhibit D-2 - Form of Permitted Acquisition Compliance Certificate
Exhibit E - Form of Assignment and Acceptance Agreement
Exhibit F-1 - Form of Opinion of General Counsel of Borrower
Exhibit F-2 - Form of Opinion of Special Communications Counsel
Exhibit F-3 - Form of Opinion of Special New York Counsel
</TABLE>

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<PAGE> 7
FACILITY B REVOLVING CREDIT
AND TERM LOAN AGREEMENT

THIS AGREEMENT is entered into as of July 3, 1997, among WORLDCOM,
INC., a Georgia corporation ("BORROWER"), Facility B Lenders (hereinafter
defined), the Agents (hereinafter defined), the Co-Agents (hereinafter
defined), and NATIONSBANK OF TEXAS, N.A., as a Facility B Lender and as
Administrative Agent (hereinafter defined) for itself and the other Facility B
Lenders.

RECITALS

A. Borrower has requested that Facility B Lenders extend credit
to Borrower in the form of this Facility B Agreement (hereinafter defined),
providing for a 364-day revolving credit and term loan facility in the
aggregate principal amount of $1,250,000,000, for the purposes set forth
herein.

B. Additionally, Borrower has requested that the Facility B
Lenders (hereinafter defined) concurrently extend additional credit to Borrower
in the form of the Facility A Agreement (hereinafter defined), providing for a
revolving loan and standby letter of credit facility in the aggregate principal
amount of $3,750,000,000, for the purpose of, among other things, refinancing
the indebtedness under the Amended and Restated Credit Agreement (as renewed,
extended, or amended, the "EXISTING AGREEMENT") dated as of June 28, 1996,
among Borrower, certain lenders, and NationsBank of Texas, N.A., as
Administrative Agent under such agreement.

C. Upon and subject to the terms and conditions of this Facility
B Agreement, Facility B Lenders are willing to extend such credit to Borrower.

Accordingly, in consideration of the mutual covenants contained
herein, Borrower, Administrative Agent, Agents, Co-Agents, and Facility B
Lenders agree as follows:

SECTION 1 DEFINITIONS AND TERMS.

1.1 Definitions. As used herein:

<PAGE> 8

Company of more than 50% of any class of Voting Stock (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 7.20); or (c) a merger,
consolidation, amalgamation, or other combination by any Restricted Company
with another Person if a Restricted Company is the surviving entity; provided
that, in any merger involving Borrower, Borrower or a Permitted Successor
Corporation must be the surviving entity.

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

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

AGENTS means Bank of America NT & SA (as successor by merger to Bank
of America Illinois); Bank of Montreal; The Bank of New York; The Bank of Nova
Scotia; Bank of Tokyo-Mitsubishi Trust Company; Barclays Bank PLC; Canadian
Imperial Bank of Commerce; The Chase Manhattan Bank; Citibank, N.A.; Credit
Lyonnais New York Branch; First Union National Bank; Fleet National Bank; The
Industrial Bank of Japan, Limited, Atlanta Agency; Morgan Guaranty Trust
Company of New York; Royal Bank of Canada; and Toronto Dominion (Texas), Inc.

ANNUALIZED OPERATING CASH FLOW means, for any Person, an amount equal
to the product of four (4) multiplied by the amount of the Operating Cash Flow
for the relevant period for calculation (subject to adjustments as set forth in
the definition of "Operating Cash Flow"). The relevant period for calculation
of Annualized Operating Cash Flow of the Consolidated Companies on any date of
determination shall be (a) for purposes of SECTION 7.28, the three-month period
then ending for which financial results are available, and (b) for all other
purposes under the Facility B Loan Papers, the then most recently ended fiscal
quarter for which quarterly or annual Financial Statements calculated for the
Consolidated Companies on a consolidated basis have been delivered by Borrower
pursuant to SECTIONS 7.3(a) and 7.3(b).

2
<PAGE> 9
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
APPLICABLE MARGIN
=========================================================
RATINGS LEVERAGE RATIO BASE RATE EURODOLLAR RATE FACILITY B
BORROWINGS BORROWINGS COMMITMENT FEES
================================================================================================================
<S> <C> <C> <C> <C>
Category 1
-------- -

Equal to or higher than
BBB+ by S&P; Less than 2.00:1.0 0.000% 0.300% 0.070%

Equal to or higher than
Baa1 by Moody's
- ----------------------------------------------------------------------------------------------------------------
Category 2
-------- - Greater than or
equal to 2.00:1.0,
BBB by S&P; but less than 0.000% 0.350% 0.090%
2.50:1.0
Baa2 by Moody's
- ----------------------------------------------------------------------------------------------------------------
Category 3
-------- -
Greater than or
BBB- by S&P; equal to 2.50:1.0, 0.000% 0.400% 0.100%
but less than
Baa3 by Moody's 3.50:1.0
- ----------------------------------------------------------------------------------------------------------------
Category 4
-------- - Greater than or
equal to 3.50:1.0,
BB+ by S&P; but less than 0.000% 0.500% 0.150%
4.0:1.0
Ba1 by Moody's
- ----------------------------------------------------------------------------------------------------------------
Category 5
-------- -

Equal to BB or lower by Greater than or
S&P; equal to 4.0:1.0 0.000% 0.750% 0.225%

Equal to Ba2 or lower by
Moody's
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

For purposes of determining the Applicable Margin:

(a) With respect to the debt ratings criteria: (i) if
neither Moody's nor S&P shall have in effect a rating for Index Debt
(other than by reason of the circumstances referred to in the last
sentence of this definition), then both such rating agencies will be
deemed to have established ratings for Index Debt in Category 5; (ii)
if only one of Moody's or S&P shall have in effect a rating for Index
Debt, Borrower and the Facility B Lenders will negotiate in good faith
to agree upon another rating agency to be substituted by an agreement
for the rating agency which shall not have a rating in effect, and in
the absence of such agreement the Applicable Margin will be determined
by reference to the available rating; (iii) if the ratings established
by Moody's and S&P shall differ by one Category, the Applicable Margin
shall be determined by reference to the numerically lower Category:
(for example, if the rating from S&P is in Category 1 and the rating
from Moody's is in Category 2, the Applicable Margin shall be
determined by reference to Category 1); (iv) if the ratings
established by Moody's and S&P shall differ by more than one Category,
the Applicable Margin shall be determined by reference to the Category
that is one

3
<PAGE> 10
numerical Category lower than the numerically higher of the two
Categories corresponding to the ratings established by the two rating
agencies: (for example, if the rating from S&P is in Category 2 and
the rating from Moody's is in Category 5, the Applicable Margin shall
be determined by reference to Category 4); and (iv) if any rating
established by Moody's or S&P shall be changed (other than as a result
of a change in the rating system of either Moody's or S&P), such
change shall be effective as of the date on which such change is first
announced by the rating agency making such change. If the rating
system of either Moody's or S&P shall change prior to the payment in
full of the Obligation and the cancellation of all commitments to lend
hereunder, Borrower and the Facility B Lenders shall negotiate in good
faith to amend the references to specific ratings in this definition
to reflect such changed rating system. If both Moody's and S&P shall
cease to be in the business of rating corporate debt obligations,
Borrower and the Facility B Lenders shall negotiate in good faith to
agree upon a substitute rating agency and to amend the references to
specific ratings in this definition to reflect the ratings used by
such substitute rating agency.

(c) During any time that the Applicable Margin is
determined with respect to the Leverage Ratio, if Borrower fails to
timely furnish to Facility B 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 the Administrative
Agent or any Facility B Lender, then the Applicable Margin shall be
the lesser of (i) the then-effective Applicable Margin with respect to
the debt rating criteria, if any, or (ii) the maximum Applicable
Margin specified in the table above for Category 5.

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

BASE RATE means, for any day, the rate per annum equal to the higher
of (a) the Federal Funds Rate for such day plus one-half of one percent (.5%)
and (b) the Prime Rate for such day. Any change in the Base Rate due to a
change in the Prime Rate or the Federal Funds Rate shall be effective on the
effective date of such change in the Prime Rate or Federal Funds Rate.

4
<PAGE> 11
BASE RATE BORROWING means a Borrowing bearing interest at the sum of
the Base Rate plus the Applicable Margin for Base Rate Borrowings.

BORROWER is defined in the preamble to this Facility B Agreement.

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

BORROWING DATE is defined in SECTION 2.7(a).

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 Facility B Agreement has
been executed by Borrower, Facility B Lenders, each Agent, each Co-Agent, and
Administrative Agent and all conditions precedent specified in SECTION 5.1 have
been satisfied or waived.

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

COMMITMENT PERCENTAGE means the proportion which any Facility B
Lender's Committed Sum with respect to Facility B bears to the Facility B
Commitment.

COMMITTED SUM means, as the case may be, (i) with respect to Facility
A, the amount stated beside each Facility A Lender's name on the most-recently
amended SCHEDULE 2.1 to the Facility A Agreement (which amount is subject to
increase, reduction, or cancellation in accordance with the Facility A
Agreement), and (ii) with respect to Facility B, the amount stated beside each
Facility B Lender's name on the most-recently amended SCHEDULE 2.1 to this
Facility B Agreement (which amount is subject to increase, reduction, or
cancellation in accordance with this Facility B Agreement); provided that, for
all purposes under the Loan Papers other than SECTIONS 3.1 and 11.14(c), such
amount in respect of Facility B, shall be deemed to be $0 on any date of
determination if the conditions set forth in SECTION 5.4 of this Facility B
Agreement have not been satisfied.

COMPETITIVE BID means an offer by a Facility B Lender to fund a
Borrowing under the Competitive Bid Subfacility pursuant to SECTION 2.2.

5
<PAGE> 12
COMPETITIVE BID AVAILABILITY means, on any date of determination
thereof, 100% of the then-effective Facility B Commitment.

COMPETITIVE BID RATE means, as to any Competitive Bid made by a
Facility B Lender pursuant to SECTION 2.2, (a) in the case of a Eurodollar Rate
Borrowing, the margin which shall be added to or subtracted from the Adjusted
Eurodollar Rate, and (b) in the case of a Fixed Rate Borrowing, the fixed rate
of interest, in each case, offered by the Facility B Lender making such
Competitive Bid.

COMPETITIVE BID REQUEST means a request for Competitive Bids made
pursuant to SECTION 2.2(b) substantially in the form of EXHIBIT B-3.

COMPETITIVE BID SUBFACILITY means a subfacility of Facility B as
described in and subject to the limitations of SECTION 2.2.

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 D-1.

CONSEQUENTIAL LOSS means any loss or expense which any Facility B
Lender may reasonably incur in respect of a Eurodollar 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
Facility B Lender) to accept or utilize such Borrowing after Borrower shall
have requested it under this Facility B 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.

CONSOLIDATED COMPANIES means, at any date of determination thereof,
Borrower and each of its Subsidiaries (including the Unrestricted
Subsidiaries).

CONSOLIDATED NET WORTH means, for any period, the consolidated
stockholders' equity of the Consolidated Companies as determined in accordance
with GAAP.

CURRENT FINANCIALS means, at the time of any determination thereof,
the more recently delivered to Facility B Lenders of either (a) the Financial
Statements of Borrower for the fiscal year ended December 31, 1996, and the
three- month period ended March 31, 1997, separately calculated on a
consolidated basis for (i) the Consolidated Companies and (ii) MFS and its
Subsidiaries; or (b) the Financial Statements required to be delivered under
SECTIONS 7.3(a) or 7.3(b), as the case may be, separately calculated on a
consolidated basis for (i) the Consolidated Companies, and (ii) at such times
as SECTIONS 7.3(a) and 7.3(b) require, MFS and its Subsidiaries and the other
Unrestricted Subsidiaries.

6
<PAGE> 13
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.

DEFAULT is defined in SECTION 8.

DETERMINING LENDERS means:

(a) For purposes of waiving or amending any conditions
precedent under SECTION 5.3 of the Facility A Agreement, those
Facility A Lenders who collectively hold, on any date of
determination, at least 51% of the Facility A Commitment;

(b) For purposes of waiving or amending any conditions
precedent relative to the Term Loan conversion pursuant to SECTION 2.4
of this Facility B Agreement or the extension of the Term Loan
Maturity Date pursuant to SECTION 2.5 of this Facility B Agreement, or
waiving or amending any conditions precedent under SECTION 5.3 of this
Facility B Agreement with respect to Borrowings under Facility B,
those Facility B Lenders who collectively hold, on any date of
determination, at least 51% of the Facility B Commitment (or the
Facility B Principal Debt, if Facility B has been converted to a Term
Loan); or

(c) For all other purposes under the Loan Papers, (i) on
any date of determination occurring prior to the date upon which the
Total Commitment has been terminated, those Lenders who collectively
hold at least 51% of the sum of (A) the Facility A Commitment and (B)
the Facility B Commitment (or the Facility B Principal Debt, if
Facility B has been converted to a Term Loan); and (ii) on any date of
determination occurring on or after the date upon which the Total
Commitment has been terminated, those Lenders who collectively hold at
least 51% of the Principal Debt and the LC Exposure (as defined in the
Facility A Agreement).

7
<PAGE> 14
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.

DOLLARS and the symbol $ shall mean lawful money of the United States
of America.

ELIGIBLE ASSIGNEE means (a) a Facility B Lender; (b) an Affiliate of a
Facility B Lender (so long as such assignment is not made in conjunction with
the sale of such Affiliate); and (c) any other Person approved by
Administrative Agent (which approval will not be unreasonably withheld or
delayed by Administrative Agent) and, unless a Default has occurred and is
continuing at the time any assignment is effected in accordance with SECTION
11.14, Borrower, such approval not to be unreasonably withheld or delayed by
Borrower and such approval to be deemed given by Borrower if no objection is
received by the assigning Facility B Lender and the Administrative Agent from
Borrower within five Business Days after notice of such proposed assignment has
been provided by the assigning Facility B Lender to Borrower; provided,
however, that neither Borrower nor any Affiliate of Borrower shall qualify as
an Eligible Assignee.

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.

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

EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Dow Jones

8
<PAGE> 15
Markets Page 3750 (or any successor page) as the London interbank offered rate
for deposits in Dollars at approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period for a term comparable to
such Interest Period. If for any reason such rate is not available, the term
"Eurodollar Rate" shall mean, for any Eurodollar Rate Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period; provided, however, if more than
one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be
the arithmetic mean of all such rates (rounded upwards, if necessary, to the
nearest 1/100 of 1%).

EXHIBIT means an exhibit to this Facility B Agreement unless otherwise
specified.

EXISTING AGREEMENT is defined in the Recitals to this Facility B
Agreement.

EXISTING DEBT means the Debt described on SCHEDULE 7.12.

EXISTING LIENS means those Liens described on SCHEDULE 7.13.

FACILITIES means, collectively, Facility A and Facility B; FACILITY
means either Facility A or Facility B.

FACILITY A means the revolving loan and standby letter of credit
facility described in and subject to the limitations of the Facility A
Agreement.

FACILITY A ADMINISTRATIVE AGENT means the "Administrative Agent" and
its permitted successors and assigns under the Facility A Agreement.

FACILITY A AGREEMENT means the Facility A Revolving Credit Agreement
dated the date hereof among Borrower, Administrative Agent, the Agents, the
Co-Agents, and the Facility A Lenders (as the same may be amended, modified,
supplemented, or restated from time to time).

FACILITY A COMMITMENT means an amount (subject to reduction or
cancellation as herein provided in the Facility A Agreement) equal to
$3,750,000,000.

FACILITY A LENDERS means, on any date of determination, the financial
institutions named on SCHEDULE 2.1 to the Facility A Agreement (as the same may
be amended from time to time) and their respective successors and assigns, but
not any participant who is not otherwise a party to the Facility A Agreement.

FACILITY A LOAN PAPERS means those Loan Papers evidencing the
Obligation arising under, in connection with, or pursuant to, Facility A, and
all renewals, extensions, restatements, or amendments or supplements to, any
such Facility A Loan Papers.

9
<PAGE> 16
FACILITY A PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under Facility A.

FACILITY A TERMINATION DATE means the earliest of (a) June 30, 2002
(or such later date to which the Facility A Commitment is extended in
accordance with SECTION 2.5(a) of the Facility A Agreement), (b) June 30, 2001,
in the event the Restricted Companies fail to satisfy the conditions of SECTION
5.4 of the Facility A Agreement on or before December 30, 1997, and (c) the
effective date of any other termination or cancellation of Facility A Lenders'
commitments to lend under, and in accordance with, the Facility A Agreement.

FACILITY B means the credit facility described in and subject to the
limitations of the Facility B Agreement.

FACILITY B AGREEMENT means this Facility B Revolving Credit and Term
Loan Agreement (as the same may hereafter be amended, modified, supplemented,
or restated from time to time).

FACILITY B COMMITMENT means an amount (subject to reduction or
cancellation as herein provided) equal to $1,250,000,000; provided that, for
all purposes under the Loan Papers except SECTION 4.4, such amount shall not be
available until the conditions set forth in SECTION 5.4 have been satisfied.

FACILITY B COMMITMENT USAGE means, on any date of determination, the
aggregate Facility B Principal Debt, including, without limitation, the
Facility B Principal Debt under the Competitive Bid Subfacility.

FACILITY B 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.

FACILITY B LENDERS means, on any date of determination, the financial
institutions named on SCHEDULE 2.1 (as the same may be amended from time to
time by Administrative Agent to reflect the assignments made in accordance with
SECTION 11.14(c)) and, subject to the terms and conditions of this Facility B
Agreement, their respective successors and assigns, but not any Participant who
is not otherwise a party to this Facility B Agreement.

FACILITY B LOAN PAPERS means those Loan Papers, evidencing the
Obligation arising under, in connection with, or pursuant to, Facility B, and
all renewals, extensions, restatements of, or amendments or supplements to, any
such Facility B Loan Papers.

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

FACILITY B PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under Facility B.

FACILITY B TERMINATION DATE means the earliest of (a) July 2, 1998 (or
such later date to which the Facility B Commitment is extended in accordance
with SECTION 2.3), (b) December 31, 1997, in the event the Restricted Companies
fail to satisfy the conditions of SECTION 5.4 on or before December 30, 1997;
and (c) the effective date of any other termination or cancellation of Facility
B Lenders' commitments to lend under, and in accordance with, this Facility B
Agreement.

10
<PAGE> 17
FCC means the Federal Communications Commission and any successor
regulatory body.

FIXED RATE BORROWING means any Competitive Borrowing made from a
Facility B Lender pursuant to SECTION 2.2 based upon an actual percentage rate
per annum offered by such Facility B Lender, expressed as a decimal (to no more
than four decimal places) and accepted by Borrower.

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.

11
<PAGE> 18
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.

INTEREST PERIOD is determined in accordance with SECTION 3.9.

LC means any "LC" as defined in the Facility A Agreement.

LENDERS means, collectively, the Facility A Lenders and the Facility B
Lenders.

LEVERAGE RATIO means, on any date of determination thereof, the ratio
of (a) Total Debt outstanding, minus (i) the amount of any
immediately-available cash or Cash Equivalents owned by the Restricted
Companies, and (ii) the market value (determined as of any date of
determination) of any immediately-available Marketable Securities owned by the
Restricted Companies, to (b) Annualized Operating Cash Flow, all calculated for
the Consolidated Companies on a consolidated basis. The Leverage Ratio shall
be (x) determined, for purposes of SECTION 7.28, as of any such date of
determination, and (y) determined for all other purposes under the Facility B
Loan Papers, from the then most current of (A) the quarterly or annual
Financial Statements calculated for the Consolidated Companies on a
consolidated basis and related Compliance Certificate delivered by Borrower
pursuant to SECTIONS 7.3(a) and 7.3(b), (B) the most recent Notice of Borrowing
for a Permitted Acquisition or any Permitted Acquisition Compliance
Certificate, calculating any adjustments to the Leverage Ratio necessitated as
a result of the Permitted Acquisition, or (C) the date of the pro- forma
Compliance Certificate delivered pursuant to SECTION 7.27 with respect to the
designation of MFS and its Subsidiaries as "Restricted Subsidiaries." As used
in this definition:

(i) the term "immediately-available" shall mean that any
such cash, Cash Equivalents, or Marketable Securities are capable of
being liquidated (without premium, penalty, or restriction, other than
premiums, penalties, or restrictions not exceeding in the aggregate
for any marketable security 3% of the market value of such security on
the date of determination) within thirty days of any date of
determination, are not subject to any Liens or claims of third
persons, and are unconditionally available for payment of the
Principal Debt upon liquidation;

(ii) the term "Cash Equivalent" shall mean any investments
of the Restricted Companies which are permitted by SECTION 7.20(a) -
(f), and which mature within 30 days of any date of determination, and
which are unconditionally available for repayment of the Principal
Debt, upon liquidation; and

(iii) the term "Marketable Securities" shall mean any debt
or equity investments in any Person other than a Consolidated Company
(or an Affiliate of any Consolidated Company), which is traded on a
national securities exchange, which is owned of record legally and
beneficially by a Restricted Company, which is free and clear of any
Liens, which is not subject to any restriction on transfer or sale
(other than restrictions imposed by securities Laws and general
corporate Laws), and which is unconditionally available for repayment
of the Principal Debt upon liquidation.

12
<PAGE> 19
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 Facility B Agreement, certificates
delivered pursuant to this Facility B Agreement, and Exhibits and Schedules
hereto, (b) the Facility A Agreement, certificates delivered pursuant to the
Facility A Agreement, and Exhibits and Schedules thereto, (c) all agreements,
documents, or instruments in favor of Administrative Agent or Lenders (or
Administrative Agent on behalf of Lenders) ever delivered pursuant to this
Facility B Agreement or the Facility A Agreement, or otherwise delivered in
connection with all or any part of the Obligation, (d) all LCs, (e) any
Financial Hedge between any Restricted Company and any Lender or any Affiliate
of any Lender, and (f) all renewals, extensions, or restatements of, or
amendments or supplements to, any of the foregoing.

MFS means MFS Communications Company, Inc., and its successors and
assigns.

MFS ACQUISITION means the Acquisition consummated pursuant to the MFS
Merger Agreement.

13
<PAGE> 20
as of January 15, 1996, between MFS and IBJ Schroder Bank & Trust Company, as
Trustee, as supplemented by the First Supplemental Indenture dated as of
January 15, 1996, pursuant to which the 8-7/8% Senior Discount Notes of MFS
were issued (as the same may be further supplemented, amended, and modified
subject to the provisions of SECTION 7.25 on and after the date upon which MFS
and its Subsidiaries are redesignated as Restricted Subsidiaries).

MFS SUBORDINATED DEBT means any Debt owed by any Restricted Company to
an Unrestricted Subsidiary as permitted by SECTION 7.12(h) and any renewal or
extensions thereof.

MOODY'S means Moody's Investors Service, Inc. or any successor
thereto.

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

NOTES means, at the time of any determination thereof, all outstanding
and unpaid Facility B Notes, Facility B Competitive Bid Notes, and Term Notes.

NOTICE OF BORROWING is defined in SECTION 2.7(a).

NOTICE OF CONVERSION is defined in SECTION 3.10.

14
<PAGE> 21
by any Restricted Company from such Person); provided that, in calculating
Operating Cash Flow for the Consolidated Companies, no more than 7.5% of such
Operating Cash Flow may be comprised of Operating Cash Flow of Unrestricted
Subsidiaries. Only for the purpose of the calculation of the Leverage Ratio
with respect to the Consolidated Companies, Operating Cash Flow of the
Consolidated Companies shall be calculated after giving effect to Acquisitions
and divestitures of Restricted Companies 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 Consolidated 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 Consolidated 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 Restricted Company being sold,
transferred, or otherwise disposed of by any Restricted 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 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 Consolidated Companies by the Operating Cash Flow of such newly-sold
Restricted Companies during such period prior to the date of the Permitted
Disposition. Only for the purpose of the calculation of the Leverage Ratio
with respect to the Consolidated Companies, Operating Cash Flow of the
Consolidated Companies shall be adjusted to give effect to the redesignation of
MFS and its Subsidiaries as Restricted Companies on the first day of the
calculation period in which such Unrestricted Subsidiaries are redesignated as
Restricted Companies.

PARTICIPANT is defined in SECTION 11.14(e).

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

PERMITTED ACQUISITION means:

(b) Any Acquisition by a Restricted Company with a
Purchase Price of $250,000,000 or more, with respect to which each of
the following requirements shall have been satisfied:

15
<PAGE> 22
(ii) not later than the closing date of the
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 (and, upon the request of Administrative Agent, all
of the schedules and exhibits thereto);

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

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

(v) 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

PERMITTED ACQUISITION COMPLIANCE CERTIFICATE means a certificate
signed by a Responsible Officer of Borrower, substantially in the form of
EXHIBIT D-2.

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.

PERMITTED SUCCESSOR CORPORATION means any corporation into which
Borrower is merged or consolidated, so long as:

(b) such surviving corporation shall be a corporation
organized and existing under the laws of the United States of America,
any state thereof or the District of Columbia, and shall

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<PAGE> 23
expressly assume all of Borrower's obligations for the due and
punctual payment of the Obligation and the performance or observance
of the Loan Papers;

(c) immediately after giving effect to such merger or
consolidation, no Default or Potential Default shall have occurred and
be continuing;

(e) No "Change of Control" (as defined in SECTION 8.8)
has occurred as a result of such merger or consolidation; and

(f) On and prior to the closing of any such merger or
consolidation, such merger and consolidation shall have been approved
and recommended by the board of directors of Borrower.

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
sum of the Facility A Principal Debt and the Facility B Principal Debt.

PRO RATA or PRO RATA PART means:

(a) for each Facility A Lender with respect to any
commitment to fund (or to purchase participations pursuant to SECTIONS
2.2 and 2.3 of the Facility A Agreement, as the case may be), any
reductions of commitments, conversions or continuations of borrowings
under Facility A, any payment or prepayment under Facility A, or any
expense reimbursements pursuant to SECTION 10.2 of the Facility A
Agreement -- the "Commitment Percentage" stated opposite such Facility
A Lender's name as set forth on SCHEDULE 2.1 to the Facility A
Agreement or the most recently-amended SCHEDULE 2.1 to the Facility A
Agreement, if any (or, if the Facility A Commitments shall have
expired or been terminated, then the proportion that the Facility A
Principal Debt owed to such Facility A Lender under Facility A or any
subfacility thereunder (except the Competitive Bid Subfacility), as
applicable, bears to the Facility A Principal Debt owed to all
Facility A Lenders under Facility A or any such subfacility thereunder
(except the Competitive Bid Subfacility), as applicable;

(b) for each Facility B Lender with respect to any
commitment to fund, any reductions of commitments, conversions or
continuations of Borrowings under Facility B, or any payment or
prepayment under Facility B, or any expense reimbursements pursuant to
SECTION 10.2 -- the Commitment Percentage stated opposite such
Facility B Lender's name as set forth on SCHEDULE

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<PAGE> 24
2.1 or the most recently-amended SCHEDULE 2.1, if any (or, if the
Facility B Commitments shall have expired or been terminated, then the
proportion that the Facility B Principal Debt owed to such Facility B
Lender under Facility B or any subfacility thereunder (except the
Competitive Bid Subfacility), as applicable, bears to the Facility B
Principal Debt owed to all Facility B Lenders under Facility B or any
such subfacility thereunder (except the Competitive Bid Subfacility),
as applicable;

(c) for each Facility A Lender with respect to any
principal or interest payments on any competitive borrowing under
Facility A -- the proportion that the outstanding principal amount or
accrued and unpaid interest (as the case may be) owed to any Facility
A Lender participating in such competitive borrowing bears to the
total principal amount outstanding or accrued and unpaid interest (as
the case may be) owed to all Facility A Lenders participating in such
competitive borrowing;

(d) for each Facility B Lender with respect to any
principal or interest payments on any Competitive Borrowing -- the
proportion that the outstanding principal amount or accrued and unpaid
interest (as the case may be) owed to any Facility B Lender
participating in such Competitive Borrowing bears to the total
principal amount outstanding or accrued and unpaid interest (as the
case may be) owed to all Facility B Lenders participating in such
Competitive Borrowing; and

(e) for all other purposes with respect to any Lender --
(i) at any time prior to the Term Conversion Date, the proportion that
the sum of such Lender's Committed Sums under Facility A and Facility
B bears to the Total Commitment, (ii) at any time on or after the Term
Conversion Date and so long thereafter as the Facility A Commitment
has not terminated, the proportion that the sum of such Lender's
Committed Sum under Facility A plus the Facility B Principal Debt owed
to such Lender bears to the sum of the Facility A Commitment plus the
Facility B Principal Debt, or (iii) at any time on and after the
termination of both the Facility A Commitment and the Facility B
Commitment, the proportion that the sum of (A) the Principal Debt owed
to such Lender plus (B) 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 (as defined in
the Facility A Agreement) bears to the sum of (x) the Principal Debt
plus (y) the LC Exposure (as defined in the Facility A Agreement).

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<PAGE> 25
RECEIVABLES DOCUMENTS means one or more receivables purchase
agreements entered into by one or more Consolidated Companies and each other
instrument, agreement, and document entered into by such Consolidated Companies
evidencing Accounts Receivable Financings.

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

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

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

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<PAGE> 26
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 8.8,
any other officer designated from time to time by the Board of Directors of
Borrower, which designated officer is acceptable to Administrative Agent.

RESTRICTED SUBSIDIARIES means the Restricted Companies, other than
Borrower.

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.

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 Facility B Agreement, as the same may be supplemented and modified from
time to time in accordance with the terms of the Facility B Loan Papers.

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<PAGE> 27
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 REGULATORY APPROVALS means all necessary approvals,
authorizations, consents, adjudications, or orders of the FCC or any PUC with
respect to (i) any Borrowings under the Loan Papers of amounts available
pursuant to Facility B, (ii) the extension of the Facility A Termination Date,
or (iii) the extension of the Facility B Termination Date (including any
extension to the Term Loan Maturity Date as a result of the Term Loan
conversion pursuant to SECTION 2.4).

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.

TERM CONVERSION DATE means the date upon which the Facility B
Principal Debt is converted to a term loan in accordance with SECTION 2.4.

TERM CONVERSION REQUEST is defined in SECTION 2.4(a).

TERM LOANS means loans made by the Facility B Lenders pursuant to
SECTION 2.4.

TERM LOAN MATURITY DATE is defined in SECTION 2.4.

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

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

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

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<PAGE> 28
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.

SECTION 2 BORROWING PROVISIONS.

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

2.2 Competitive Bid Subfacility.

(a) In addition to Borrowings under Facility B otherwise
provided for herein, but subject to the terms and conditions of the
Facility B Loan Papers, Borrower may, as set forth in this SECTION
2.2, request Facility B Lenders to make offers to make Competitive
Borrowings under Facility B. Facility B 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

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<PAGE> 29
on any date of determination: (i) the aggregate principal outstanding
under all Competitive Borrowings under Facility B made by all Facility
B Lenders shall not exceed the Competitive Bid Availability under
Facility B then in effect; (ii) on any date of determination, the
Facility B Commitment Usage shall not exceed the Facility B
Commitment; and (iii) each Borrowing under the Competitive Bid
Subfacility in respect of Facility B must occur on a Business Day and
prior to the Business Day immediately preceding the Facility B
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 Eurodollar 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 B-3 may be
rejected by Administrative Agent, and Administrative Agent shall
promptly notify Borrower of such rejection. Each Competitive Bid
Request shall refer to this Facility B Agreement and shall specify (i)
whether the Competitive Borrowing then being requested will be
comprised of Eurodollar Rate Borrowings or Fixed Rate Borrowings, (ii)
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 (iii) the Interest Period with respect thereto (which
may not be more than six months and which may not extend beyond the
Facility B Termination Date. Promptly after its receipt of a
Competitive Bid Request that is not rejected as aforesaid,
Administrative Agent shall notify Facility B Lenders of the
Competitive Bid Request on a form substantially similar to EXHIBIT B-4
hereto, pursuant to which the Facility B Lenders are invited to bid,
subject to the terms and conditions of this Facility B Agreement, to
make Competitive Borrowings pursuant to such Competitive Bid Request.
Notwithstanding the foregoing, Administrative Agent shall have no
obligation to invite any Facility B Lender to make a Competitive Bid
pursuant to this SECTION 2.2 until such Facility B Lender has
delivered a completed Administrative Questionnaire to Administrative
Agent.

(c) Each Facility B Lender may make one or more
Competitive Bids to Borrower responsive to each respective Competitive
Bid Request. Each Competitive Bid by a Facility B Lender must be
received by Administrative Agent substantially in the form of EXHIBIT
B-5, (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 Eurodollar 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 B-5 may be rejected by
Administrative Agent after conferring with, and upon the instruction
of, Borrower, and Administrative Agent shall notify the appropriate
Facility B Lender of such rejection as soon as practicable. Each
Competitive Bid shall refer to this Facility B 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 Facility B
Lender's Committed Sum under Facility B, subject to the limitations
set forth in SECTION 2.2(a) hereof) of the Competitive Borrowing such
Facility B Lender is willing to make to Borrower, (y) specify the
Competitive Bid Rate at which such Facility B 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

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Competitive Bid submitted by a Facility B Lender pursuant to this
SECTION 2.2(C) shall be irrevocable.

(e) Borrower may, subject only to the provisions of this
SECTION 2.2(e), accept or reject any or all of the Competitive Bids
for Facility B referred to in SECTION 2.2(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
2.2(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 2.2(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
Eurodollar 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 2.2(c), (x) Borrower
shall not accept a bid under Facility B 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 under Facility B unless
the aggregate principal amount to be funded pursuant to all accepted
bids under Facility B shall be in a minimum amount of $5,000,000 or a
greater integral multiple of $1,000,000 for each respective Facility B
Lender whose bid is accepted. Notwithstanding the foregoing, if it is
necessary for Borrower to accept a ratable allocation of the bids for
Facility B 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 Facility B Lenders submitting Competitive Bids is
not sufficient to enable Competitive Borrowings to be allocated to
each such Facility B Lender in a minimum principal amount of
$5,000,000 or a greater integral multiple of $1,000,000, then Borrower
shall select the Facility B 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 2.2(e) shall be
irrevocable.

(f) Administrative Agent shall promptly notify each
bidding Facility B Lender whether or not its Competitive Bid has been
accepted (which notice to those Facility B 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 Facility B Lender of the aggregate
principal

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<PAGE> 31
amount of all Competitive Bids under Facility B accepted for 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 Facility B Lender, it
shall submit such bid directly to Borrower one-half hour earlier than
the latest time at which the other Facility B Lenders are required to
submit their bids to Administrative Agent pursuant to SECTION 2.2(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 any Competitive Borrowing on such day,
Borrower shall be deemed to have given a Notice of Borrowing
requesting the Facility B Lenders to make a Borrowing under Facility B
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.

2.3 Optional Renewal of Facility B Commitments

(a) Optional Renewal Procedures. Borrower may request
that the Facility B Termination Date be extended for all or a portion
of the Facility B Commitment to a date which is no later than the
364th day after the then-current Facility B Termination Date; provided
that, (i) any such extension request shall be made in writing (a
"FACILITY B EXTENSION REQUEST") by Borrower and delivered to
Administrative Agent no more than 90 days prior to (but no later than
45 days prior to) the then-current Facility B Termination Date; (ii)
no more than two such Facility B Extension Requests may be made by
Borrower; and (iii) no Facility B Extension Request may be made after
the Term Conversion Date or which would have the effect of extending
the Facility B Termination Date to a date later than the last day of
the third 364-day period following the Closing Date. Promptly upon
receipt of a Facility B Extension Request, Administrative Agent shall
notify Facility B Lenders of such request.

(i) Lenders' Response to Facility B Extension
Request. The Facility B Lenders may, at their option, accept
or reject such Facility B Extension Request by giving written
notice to Administrative Agent delivered no earlier than 30
days prior to (but no later than 25 days prior to) the then-
effective Facility B Termination Date (the "FACILITY B
RESPONSE DATE"). If any Facility B Lender shall fail to give
such notice to Administrative Agent by the Facility B Response
Date, such Facility B Lender shall be deemed to have rejected
the requested extension. If the Facility B Extension Request
is not consented to by Facility B Lenders holding at least
66-2/3% of the Facility B Commitment by the Facility B
Response Date, the Facility B Extension Request will be
rejected, and Facility B will terminate on the then-current
Facility B Termination Date. If the Facility B Lenders
holding at least 66-2/3% of the Facility B Commitment consent
to the Facility B Extension Request by the Facility B Response
Date, the Facility B Termination Date for those Facility B
Lenders consenting to the extension (for purposes of this
SECTION 2.3(A), the "ACCEPTING LENDERS") shall be
automatically extended to the date which is the 364th day
after the then-current Facility B Termination Date; provided
that, (i) the Facility B Termination Date may, never be
extended on any one date for a period greater than 364 days;
and (ii) no more than two such 364-day extensions of the
Facility B Termination Date may be granted by Facility B
Lenders.

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<PAGE> 32
(ii) Additional Procedures to Extend the Rejected
Amount. If the Facility B Extension Request is consented to
by Facility B Lenders holding not less than 66-2/3% of the
Facility B Commitment, but fewer than all Facility B Lenders
(any Facility B Lender not consenting to the Facility B
Extension Request being referred to in this SECTION 2.3(a) as
a "REJECTING LENDER"), then Administrative Agent shall, within
48 hours of making such determination, notify the Accepting
Lenders and Borrower of the aggregate Facility B Committed
Sums held by the Rejecting Lenders (as used in this SECTION
2.3(a), the "REJECTED AMOUNT"). Each Accepting Lender shall
have the Right, but not the obligation, to elect to increase
its respective Facility B Committed Sum by an amount not to
exceed the Rejected Amount, which election shall be made by
notice from each Accepting Lender to the Administrative Agent
given not later than ten days after the date notified by
Administrative Agent, specifying the amount of such proposed
increase in such Accepting Lender's Facility B Committed Sum.
If the aggregate amount of the proposed increases in the
Facility B Committed Sums of all Accepting Lenders making such
an election does not equal or exceed the Rejected Amount, then
Borrower shall have the Right to add one or more financial
institutions (which are not Rejecting Lenders and which are
Eligible Assignees) as Facility B Lenders (as used in this
SECTION 2.3(A), a "PURCHASING LENDER") to replace such
Rejecting Lenders, which Purchasing Lenders shall have
aggregate Facility B Committed Sums not greater than those of
the Rejecting Lenders (less any increases in the Facility B
Committed Sums of Accepting Lenders, as described in the
following CLAUSE (iii)). The transfer of Facility B Committed
Sums and outstanding Borrowings from Rejecting Lenders to
Purchasing Lenders or Accepting Lenders shall take place on
the effective date of, and pursuant to the execution,
delivery, and acceptance of, an Assignment and Acceptance
Agreement in accordance with the procedures set forth in
SECTION 11.14(c).

(iii) Adjustments to, and Terminations of, Facility
B Commitments.

(A) If less than 100% of the Facility B
Commitment is extended (whether by virtue of
Borrower's failure to request an extension of the
full Facility B Commitment or by virtue of any
Facility B Lender not consenting to any Facility B
Extension Request), then the Facility B Commitment
shall automatically be reduced on the Facility B
Termination Date on which the applicable approved
extension is effective by an amount equal to (as the
case may be) (i) the portion of the Facility B
Commitment not requested to be extended by Borrower
in its Facility B Extension Request or (ii) the
amount of the Rejected Amount (to the extent not
replaced by Accepting Lenders or Purchasing Lenders
pursuant to the procedures set forth in the foregoing
SECTION 2.3(a)(ii)). Each Rejecting Lender shall
have no further obligation or Facility B Committed
Sum following the Facility B Termination Date on
which the applicable approved extension is effective,
other than any obligation accruing prior to such date
as provided herein.

(B) If the aggregate amount of the proposed
increases in the Facility B Committed Sums of all
Accepting Lenders making an election to increase
their respective Facility B Committed Sums is in
excess of the Rejected Amount, then (i) the Rejected
Amount shall be allocated pro rata among such
Accepting Lenders based on the respective amounts of
the proposed increases to Facility B Committed Sums
elected by such Accepting Lenders; and (ii) the
respective

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<PAGE> 33
Facility B Committed Sums of each such Accepting
Lender shall be increased by the respective amount
allocated pursuant to CLAUSE (i) of this SECTION
2.3(a)(iii)(B), such that, after giving effect to the
approved extensions and all such terminations and
increases, no reduction will occur in the aggregate
amount of the Facility B Commitment.

(C) If the aggregate amount of the
proposed increases to the Facility B Committed Sums
of all Accepting Lenders making such an election to
so increase their respective Facility B Committed
Sums equals the Rejected Amount, then the respective
Facility B Committed Sums of such Accepting Lenders
shall be increased by the respective amounts of their
proposed increases, such that, after giving effect to
the approved extensions and all such terminations and
increases, no reduction will occur in the aggregate
amount of the Facility B Commitment.

(D) If the aggregate amount of the
proposed increases to the Facility B Committed Sums
of all Accepting Lenders making such an election is
less than the Rejected Amount, then (i) the
respective Facility B Committed Sums of each such
Accepting Lender shall be increased by the respective
amount of its proposed increase; and (ii) the amount
of the Facility B Commitment shall be reduced by the
amount of the Rejected Amount (to the extent not
replaced by the Accepting Lenders or the Purchasing
Lenders, if any).

(b) No Obligation to Renew. Borrower acknowledges that
(i) neither Administrative Agent nor any Facility B Lender has made
any representations to Borrower regarding its intent to agree to any
extensions set forth in this Section, (ii) neither Administrative
Agent nor any Facility B Lender shall have any obligation to extend
the Facility B Commitment (or any portion thereof), and (iii)
Administrative Agent's and Facility B Lenders' agreement to one or
more extensions shall not commit Administrative Agent or the Facility
B Lenders to any additional extensions. In addition, no extensions
shall be granted under this Section unless and until the Restricted
Companies have obtained all necessary Authorizations for such
extension and Borrower has delivered to Administrative Agent (A) legal
opinions of the Restricted Companies' regulatory counsel, in form and
substance acceptable to Administrative Agent and its counsel,
confirming that all necessary Authorizations have been obtained by the
Restricted Companies and no further approvals, authorizations,
consents, adjudications, or orders of the FCC or any state PUC are
required to be obtained by the Restricted Companies in connection with
such extension, and (B) any other evidence of such necessary
Authorizations as Administrative Agent or its counsel may reasonably
request.

2.4 Conversion of Facility B to Term Loans. Borrower shall have
the option to convert the Facility B Principal Debt outstanding on the Facility
B Termination Date to a Term Loan maturing no later than a date corresponding
with the then-effective Facility A Termination Date (the "TERM LOAN MATURITY
DATE"), subject to and on the terms and conditions set forth below:

(a) No sooner than 90 days (and not later than 10 days)
preceding the Facility B Termination Date, Borrower shall deliver to
Administrative Agent a Term Conversion Request in substantially the
form of EXHIBIT B-6, which, among other things, shall (i) specify
Borrower's election to make such conversion to a Term Loan, and (ii)
specify the Type of Borrowing or Borrowings to which the Facility B
Principal Debt shall be converted and the Interest Periods therefor
(if applicable) on the Term Conversion Date;

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<PAGE> 34
(b) No Default or Potential Default shall exist on either
the date such Term Conversion Request is delivered or on the Term
Conversion Date; and no Default or Potential Default shall exist after
giving effect to the Term Loan conversion; and

(c) On or prior to the Term Conversion Date, the
Restricted Companies shall have obtained all necessary Authorizations
for such extension of loan maturity effected by the Term Loan
conversion, and Borrower has delivered to Administrative Agent (i)
legal opinions of the Restricted Companies' regulatory counsel, in
form and substance acceptable to Administrative Agent and its counsel,
confirming that all necessary Authorizations have been obtained by the
Restricted Companies and no further approvals, authorizations,
consents, adjudications, or orders of the FCC or any state PUC are
required to be obtained by the Restricted Companies in connection with
such extension of maturity, and (ii) any other evidence of such
necessary Authorizations as Administrative Agent or its counsel may
reasonably request.

2.5 Optional Extension of the Term Loan Maturity Date.
Concurrently with any request for an extension of the Facility A Termination
Date occurring after the Term Conversion Date, Borrower may request that the
Term Loan Maturity Date be extended to a date which is concurrent with the date
to which the Facility A Termination Date is extended in accordance with SECTION
2.5(a) of the Facility A Agreement; provided that any such extension request
shall be made in writing (a "TERM LOAN EXTENSION REQUEST") by Borrower and
delivered to Administrative Agent no more than 90 days prior to (but no later
than 45 days prior to) the then-current Facility A Termination Date. Promptly
upon receipt of a Term Loan Extension Request, Administrative Agent shall
notify Facility B Lenders of such request.

(a) Lenders' Response to Term Loan Extension Request.
The Facility B Lenders may, at their option, accept or reject such
Term Loan Extension Request by giving written notice to Administrative
Agent delivered no later than 30 days prior to the then-effective
Facility A Termination Date (the "TERM LOAN RESPONSE DATE"). If any
Facility B Lender shall fail to give such notice to Administrative
Agent by the Term Loan Response Date, such Facility B Lender shall be
deemed to have rejected the requested extension. If the Term Loan
Extension Request is not consented to by Facility B Lenders holding at
least 66-2/3% of the Facility B Principal Debt by the Term Loan
Response Date, the Term Loan Extension Request will be rejected, and
the Term Loan Maturity Date will not be extended. If the Facility B
Lenders holding at least 66-2/3% of the Facility B Principal Debt
consent to the Term Loan Extension Request by the Term Loan Response
Date, the Term Loan Maturity Date for those Facility B Lenders
consenting to the extension (for purposes of this SECTION 2.5, the
"ACCEPTING LENDERS") shall be automatically extended to the date to
which Facility A Termination Date is extended in accordance with
SECTION 2.5(a) of the Facility A Agreement.

(b) Additional Procedures to Extend the Rejected Amount.
If the Term Loan Extension Request is consented to by Facility B
Lenders holding not less than 66-2/3% of the Facility B Principal
Debt, but fewer than all Facility B Lenders (any Facility B Lender not
consenting to the Term Loan Extension Request being referred to in
this SECTION 2.5 as a "REJECTING LENDER"), then Administrative Agent
shall promptly notify the Accepting Lenders and Borrower of the
aggregate Facility B Principal Debt held by the Rejecting Lenders (as
used in this SECTION 2.5, the "REJECTED AMOUNT"). Each Accepting
Lender shall have the Right, but not the obligation, to elect to
increase its respective Facility B Principal Debt by an amount not to
exceed the Rejected Amount, which election shall be made by notice
from each Accepting Lender to the Administrative Agent given not later
than ten days after the date notified by Administrative Agent,
specifying the amount of such proposed increase in such Accepting
Lender's Facility B Principal

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Debt. If the aggregate amount of the proposed increases in the
Facility B Principal Debt of all Accepting Lenders making such an
election does not equal or exceed the Rejected Amount, then Borrower
shall have the Right to add one or more financial institutions (which
are not Rejecting Lenders and which are Eligible Assignees) as
Facility B Lenders (as used in this SECTION 2.5, a "PURCHASING
LENDER") to replace such Rejecting Lenders, which Purchasing Lenders
shall have aggregate Facility B Principal Debt not greater than those
of the Rejecting Lenders (less any increases in the Facility B
Principal Debt of Accepting Lenders, as described in the following
CLAUSE (iii)). The transfer of Facility B Principal Debt and
outstanding Borrowings from Rejecting Lenders to Purchasing Lenders or
Accepting Lenders shall take place on the effective date of, and
pursuant to the execution, delivery, and acceptance of, an Assignment
and Acceptance Agreement in accordance with the procedures set forth
in SECTION 11.14.(c).

(i) If less than 100% of the Facility B Principal
Debt is extended, then on the Term Loan Maturity Date in
effect immediately-prior to the applicable approved extension
effected pursuant to this SECTION 2.5, the Facility B
Principal Debt shall be reduced by the Rejected Amount (to the
extent not replaced by Accepting Lenders or Purchasing Lenders
pursuant to the procedures set forth in the foregoing SECTION
2.5(b)).

(ii) If the aggregate amount of the proposed
increases in the Facility B Principal Debt of all Accepting
Lenders making an election to increase their respective
Facility B Principal Debt is in excess of the Rejected Amount,
then (A) the Rejected Amount shall be allocated pro rata among
such Accepting Lenders based on the respective amounts of the
proposed increases to Facility B Principal Debt elected by
such Accepting Lenders; and (B) the respective Facility B
Principal Debt of each such Accepting Lender shall be
increased by the respective amount allocated pursuant to
CLAUSE (A) of this SECTION 2.5(c)(ii), such that, after giving
effect to the approved extensions and reallocations, no
reduction will occur in the aggregate amount of the Facility B
Principal Debt.

(iii) If the aggregate amount of the proposed
increases to the Facility B Principal Debt of all Accepting
Lenders making such an election to so increase their
respective Facility B Principal Debt equals the Rejected
Amount, then the respective Facility B Principal Debt of such
Accepting Lenders shall be increased by the respective amounts
of their proposed increases, such that, after giving effect to
the approved extensions and all such reallocations, no
reduction will occur in the aggregate amount of the Facility B
Principal Debt.

(iv) If the aggregate amount of the proposed
increases to the Facility B Principal Debt of all Accepting
Lenders making such an election is less than the Rejected
Amount, then (i) the respective Facility B Principal Debt of
each such Accepting Lender shall be increased by the
respective amount of its proposed increase; and (ii) the
amount of the Facility B Principal Debt shall be reduced by
the amount of the Rejected Amount (to the extent not replaced
by the Accepting Lenders or the Purchasing Lenders, if any).

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<PAGE> 36
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 Facility B
Commitment may not be reduced below the Facility B Commitment Usage; and (c)
each reduction shall be allocated Pro Rata among the Facility B Lenders in
accordance with their respective Pro Rata Parts. Promptly after receipt of
such notice of termination or reduction, Administrative Agent shall notify each
Facility B Lender of the proposed cancellation or reduction. Such termination
or partial reduction of the Facility B Commitment shall be effective on the
Business Day 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
Facility A Commitment and the Facility B Commitment are both reduced to zero at
a time when there shall be no outstanding LCs or Principal Debt, this Facility
B 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 relating to Facility B then due and owing shall
be immediately due and payable, without notice or demand by Administrative
Agent or any Facility B Lender.

2.7 Borrowing Procedure. The following procedures apply to
Borrowings (other than Competitive Borrowings):

(a) Each Borrowing shall be made on Borrower's notice (a
"NOTICE OF BORROWING," substantially in the form of EXHIBIT B-1) to
Administrative Agent requesting that Facility B 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
Eurodollar 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 Eurodollar Rate Borrowing or on the Business Day immediately
preceding the Borrowing Date for any Base Rate Borrowing.
Administrative Agent shall timely notify each Facility B Lender with
respect to each Notice of Borrowing relating to Facility B.

(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 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 Facility B Lender
prior to a Borrowing Date that such Facility B Lender does not intend
to make available to Administrative Agent such Facility B Lender's Pro
Rata Part of the applicable Borrowing, Administrative Agent may assume
that such Facility B 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 Facility B Lender on such Borrowing Date, Administrative
Agent shall be entitled to recover such corresponding amount on demand
(i) from such Facility B 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 Facility B Lender, or (ii) if such Facility

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<PAGE> 37
B 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 Facility B Lender shall be responsible for the failure
of any other Facility B Lender to make its Pro Rata Part of any
Borrowing.

SECTION 3 TERMS OF PAYMENT; NEGATIVE PLEDGE.

3.1 Loan Accounts, Notes, and Payments.

(a) The Facility B Principal Debt owed to each Facility B
Lender shall be evidenced by one or more loan accounts or records
maintained by such Facility B Lender in the ordinary course of
business. The loan accounts or records maintained by the
Administrative Agent (including, without limitation, the Register) and
each Facility B Lender shall be conclusive evidence absent manifest
error of the amount of the Borrowings made by Borrower from each
Facility B Lender under Facility B (and subfacilities thereunder) and
the interest and principal payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect
the obligation of Borrower under the Loan Papers to pay any amount
owing with respect to the Obligation.

(b) Upon the request of any Facility B Lender made
through the Administrative Agent, the Facility B Principal Debt owed
to such Facility B Lender may be evidenced by one or more of the
following Notes (as the case may be): (i) a Facility B Note (with
respect to any Facility B Principal Debt prior to the Term Conversion
Date, other than Facility B Principal Debt arising and outstanding
under the Competitive Bid Subfacility under Facility B); (ii) a
Facility B Competitive Bid Note (with respect to the Facility B
Principal Debt arising and outstanding under the Competitive Bid
Subfacility under Facility B); and (iii) a Term Note (with respect to
the Facility B Principal Debt after the Term Conversion Date, other
than Facility B Principal Debt arising and outstanding under the
Competitive Bid Subfacility under Facility B).

(c) 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 Facility B Lender any payment or prepayment to which such
Facility B 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 Facility B
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 Facility B
Lenders.

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3.2 Interest and Principal Payments.

(a) Interest on each Eurodollar 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 and on the Facility B
Termination Date and the Term Loan Maturity Date, as applicable;
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 Facility B Termination Date and the Term Loan Maturity Date, as
applicable.

(b) Unless the Facility B Principal Debt is converted to
a Term Loan on or prior to the Facility B Termination Date, Borrower
shall pay on the Facility B Termination Date all outstanding Facility
B Principal Debt, together with all accrued and unpaid interest and
fees.

(c) In the event the Facility B Principal Debt is
converted to a Term Loan, the Facility B Principal Debt outstanding
under the Term Loan shall be due and payable in a single installment
on the Term Loan Maturity Date.

(d) On any date of determination, if the Facility B
Commitment Usage exceeds the Facility B Commitment then in effect,
then Borrower shall make a mandatory prepayment of the Facility B
Principal Debt 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 Facility B 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 Eurodollar 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
Eurodollar Rate Borrowing or a Base Rate 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 Restricted 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. In the event that any
Restricted 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 proceeds received
by Borrower or any Restricted Company from such asset disposition
multiplied by a fraction, the

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<PAGE> 39
numerator of which fraction shall be the outstanding principal amount
of the Principal Debt and LC Exposure on the date of such disposition,
and the denominator of which fraction shall be the outstanding
consolidated aggregate pari passu 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(b).

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 Facility B Agreement), the Base Rate plus the
Applicable Margin for Base Rate Borrowings, the Adjusted Eurodollar Rate plus
the Applicable Margin for Eurodollar Rate Borrowings, or any Competitive Bid
Rate, as the case may be, and (b) the Maximum Rate. Each change in the Base
Rate and the Maximum Rate, subject to the terms of this Facility B 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 Facility B Lenders nor affect the rate of interest
which thereafter is actually in effect when the Notice of Borrowing is given.

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 Facility B Principal Debt, 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 Facility B Principal Debt.

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 Eurodollar Rate Borrowing, a Fixed Rate
Borrowing, or Base Rate Borrowings calculated with reference to the
Federal Funds Rate (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 calculated with reference to Prime
Rate. 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 Facility B Agreement relating
to calculation of the Base Rate, the Adjusted Eurodollar 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 Facility B 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 Facility B
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 Facility B Lenders shall, to the maximum extent
permitted under applicable Law, (a) treat all Borrowings as but a single
extension of credit (and Facility B 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, Facility B Lenders
shall refund such excess, and, in such event, Facility B 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 Eurodollar 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 Eurodollar 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
Eurodollar 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 Eurodollar 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 Facility B 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
Facility B Principal Debt; and (d) no more than an aggregate of ten (10)
Interest Periods (including, without limitation, Interest Periods for
Competitive Borrowings and Interest Periods under Facility A) shall be in
effect at one time.

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Eurodollar 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 the principal amount converted to, or continued as, a Eurodollar
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
Facility B Lender with respect to each Notice of Conversion. Absent Borrower's
Notice of Conversion or election of a new Interest Period, a Eurodollar Rate
Borrowing shall be deemed converted to a Base Rate Borrowing effective as of
the expiration of the Interest Period applicable thereto. No Eurodollar Rate
Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and
no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the
interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate.

3.11 Order of Application.

(a) So long as no Default or Potential Default has
occurred and is continuing, payments and prepayments of the Obligation
shall be applied in the order and manner as Borrower may direct;
provided that, each such payment or prepayment (other than payments of
fees payable solely to Administrative Agent, Facility A Administrative
Agent, or a specific Lender) shall be allocated among Lenders in
proportion to their respective Pro Rata Parts appropriate for the
Facilities (or subfacilities thereunder) in respect of which such
payments were made.

(b) If a Default or Potential Default has occurred and is
continuing (or if Borrower fails to give directions 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 the ratable payment of all fees and expenses for which
Administrative Agent, Facility A Administrative Agent, or Lenders
have not been paid or reimbursed in accordance with the Facility A
Loan Papers or the Facility B Loan Papers; (as used in this SECTION
3.11(b), a "ratable payment" for any Lender, Administrative Agent, or
Facility A Administrative Agent shall be, on any date of
determination, that proportion which the portion of the total fees and
indemnities owed to such Lender, Administrative Agent, or Facility A
Administrative Agent bears to the total aggregate fees and indemnities
owed to all Lenders, Administrative Agent, and Facility A
Administrative Agent on such date of determination); (ii) to the Pro
Rata payment of all accrued and unpaid interest on the Principal Debt;
(iii) to the payment of the Swing Principal Debt (as defined in the
Facility A Agreement) arising under Facility A; provided that, such
payments shall be paid solely to NationsBank, unless the Facility A
Lenders have purchased participations in the Swing Principal Debt (as
defined in the Facility A Agreement) pursuant to SECTION 2.3(b) of the
Facility A Agreement, in which case payment shall be allocated Pro
Rata among NationsBank and such participating Facility A Lenders; (iv)
to the ratable payment of any reimbursement obligation with respect to
any LC which is due and payable and which remains unfunded by any
borrowing under Facility A; provided that, such payments shall be
allocated ratably among NationsBank and those Facility A Lenders which
have funded the participation in such LC; (v) to the Pro Rata payment
of 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) as a
deposit with Administrative Agent, for the benefit of Facility A
Lenders, as security for, and to provide for the payment of, any
reimbursement obligations, if any, thereafter arising with respect to
any issued and outstanding LCs; and (vii) to the payment of the
remaining Obligation in the order and manner Determining Lenders deem
appropriate.

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Lender and may suspend all payments or seek appropriate relief (including,
without limitation, instructions from Determining Lenders or an action in the
nature of interpleader) in the event of any doubt or dispute as to any
apportionment or distribution contemplated hereby, Administrative Agent shall:
(i) promptly distribute such amounts to each Facility B Lender in accordance
with the Facility B Agreement and the related Facility B Loan Papers, and (ii)
promptly distribute all payments allocable to Facility A or the Facility A
Lenders to the Facility A Administrative Agent for distribution in accordance
with Facility A and the related Facility A Loan Papers.

3.14 Booking Borrowings. To the extent permitted by Law, any
Facility B 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
Affiliates; provided that no Affiliate shall be entitled to receive any greater
payment under SECTION 3.16 than the transferor Facility B Lender would have
been entitled to receive with respect to such Borrowings.

3.15 Basis Unavailable or Inadequate for Eurodollar Rate. If, on
or before any date on which a Eurodollar 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 Facility B 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 Facility B 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 for Base Rate Borrowings. Until Administrative Agent notifies Borrower
that the circumstances giving rise to such condition no longer exist, Facility
B Lenders' commitments hereunder to make or maintain, or to convert to,
Eurodollar Rate Borrowings shall be suspended and such Borrowings shall be made
or maintained at the sum of the Base Rate plus the Applicable Margin for Base
Rate Borrowings. Subject to the terms and conditions of this Facility B
Agreement, if Administrative Agent notifies Borrower that the circumstances
giving rise to the suspension of Facility B Lenders' obligations to make or
maintain Eurodollar Rate Borrowings no longer exist, Borrower shall be entitled
to request Eurodollar Rate Borrowings and convert Base Rate Borrowings to
Eurodollar Rate Borrowings as if the provisions of this Section had never
applied.

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3.16 Additional Costs.

(a) If, in respect of all or any portion of any Facility
B Lender's commitment hereunder, any Eurodollar Rate Borrowing, or any
Fixed Rate Borrowing owed to any Facility B Lender (i) any present or
future Law shall impose, modify, or deem applicable, or compliance by
such Facility B 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 Facility B Lender hereunder or an increase in
the costs incurred by such Facility B Lender in advancing or
maintaining any portion of any Eurodollar Rate Borrowing or any Fixed
Rate Borrowing, then (A) such Facility B 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 Facility B 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 Facility B Lender
within ten (10) days after demand therefor.

(b) If with respect to all or any portion of any
Borrowing, any present or future Law regarding capital adequacy or
compliance by Administrative Agent or any Facility B 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 Facility B Lender's or
Administrative Agent's capital as a consequence of its obligations
under this Facility B 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 Facility B 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 Administrative Agent
or such Facility B 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 Facility B Lender) or such Facility B 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 Facility B Agreement.

3.17 Change in Laws. If at any time any Law shall make it unlawful
for any Facility B Lender to make or maintain Eurodollar Rate Borrowings, then
such Facility B Lender (through Administrative Agent) shall promptly notify
Borrower and Administrative Agent, and (a) in respect of undisbursed funds,
such Facility B 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 Eurodollar Rate Borrowing, without penalty,
but with any related Consequential Loss.

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3.18 Consequential Loss. Borrower shall indemnify each Facility B
Lender against, and shall pay to such Facility B Lender within ten (10) days
after demand, any Consequential Loss of such Facility B Lender. Such
Consequential Loss shall include, without limitation, an amount equal to the
excess, if any, of (a) the amount of interest which otherwise would have
accrued on the principal amount so paid, converted, or not borrowed for the
period from the date of such payment, conversion, or failure to borrow to the
last day of the Interest Period for such Eurodollar Rate Borrowing (or, in the
case of a failure to borrow, the Interest Period for such Eurodollar Rate
Borrowing which would have commenced on the date specified for such Borrowing)
at the applicable rate of interest for such Eurodollar Rate Borrowing provided
for in this Facility B Agreement over (b) the interest component of the amount
such Facility B Lender would have bid in the London interbank market for Dollar
deposits of leading banks and amounts comparable to such principal amount and
with maturities comparable to such period. When any Facility B Lender demands
that Borrower pay any Consequential Loss, such Facility B 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 Facility B Agreement.

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 Facility B
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.

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Arranger, which payments shall be made on the dates specified, and in amounts
calculated in accordance with, such letter agreement.

4.3 Competitive Bid Fee. Each Competitive Bid Request under
Facility B 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.

4.4 Facility B Commitment Fees. Following the Closing Date
and until the earlier to occur of either the Facility B Termination Date or the
Term Conversion Date, Borrower shall pay to Administrative Agent, for the
ratable account of Facility B Lenders, a commitment fee, payable in
installments in arrears, on each March 31, June 30, September 30, and December
31 and on the earlier to occur of the Facility B Termination Date or the Term
Conversion Date, commencing September 30, 1997. Each installment shall be in
an amount equal to the Applicable Margin for Commitment Fees under Facility B
multiplied by the amount by which (i) the average daily Facility B Commitment
exceeds (ii) the average daily Facility B 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, (i) notwithstanding anything
herein to the contrary, on or before the earlier of (x) October 31, 1997; or
(y) the date upon which the conditions set forth in SECTION 5.4 have been
satisfied, the "Applicable Margin" shall be deemed to be 0.05%; and (ii) each
such installment shall be calculated in accordance with SECTION 4.1(f). Solely
for the purposes of this SECTION 4.4, (i) determinations of the average daily
Facility B Commitment Usage shall exclude the Facility B Principal Debt of all
Competitive Borrowings, and (ii) "ratable" shall mean, for any period of
calculation, with respect to any Facility B Lender, that proportion which (x)
the average daily unused Facility B Committed Sum of such Facility B Lender
during such period bears to (y) the amount of the average daily unused Facility
B Commitment during such period.

SECTION 5 CONDITIONS PRECEDENT.

5.1 Conditions Precedent to Closing. This Facility B 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 Facility B Lenders).

5.2 Conditions Precedent to a Permitted Acquisition.

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(b) Prior to the consummation of any Acquisition (whether
or not the purchase price for such Acquisition is funded by
Borrowings), Borrower shall deliver to Administrative Agent all
supplements to, or revisions of, SCHEDULES 6.13, 7.12, 7.13, and 7.20
which are required to make the disclosures in such Schedules accurate
after giving effect to such Acquisition, so long as, on or prior to
the date of consummation of such Acquisition, the consent of
Determining Lenders with respect to such revised or supplemental
Schedules have been obtained. In addition, prior to the consummation
of any Acquisition pursuant to ITEMS (b) and (c) of the definition of
"Permitted Acquisition" (whether or not the purchase price for such
Acquisition is funded by Borrowings), Borrower shall have delivered to
Administrative Agent a Permitted Acquisition Compliance Certificate
(substantially in the form of EXHIBIT D-2 and otherwise acceptable to
Administrative Agent).

5.3 Conditions Precedent to Each Borrowing. In addition to the
conditions stated in SECTION 2.3, SECTION 5.1, and SECTION 5.2, Facility B
Lenders will not be obligated to fund (as opposed to continue or convert) any
Borrowing (including any Competitive Borrowing), unless on the date of such
Borrowing (and after giving effect thereto): (a) Administrative Agent shall
have timely received therefor a Notice of Borrowing or Notice of Competitive
Borrowing as the case may be; (b) Administrative Agent shall have received the
Competitive Bid fees as provided for in SECTION 4.3 hereof, if applicable; (c)
all of the representations and warranties of any Consolidated 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) the facts on which such representations and warranties are based have been
changed by transactions contemplated or permitted by the Loan Papers and, if
applicable, supplemental Schedules have been delivered with respect thereto;
provided that any changes to SCHEDULES 6.13, 7.12, 7.13 or 7.20 must also be
approved by Determining Lenders); (d) no change in the financial condition of
any Consolidated 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 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 contemplated by ITEMS (b) or (c) of the definition of Permitted
Acquisition, Administrative Agent shall have timely received certified copies
of any and all purchase agreements (together with, upon the request of
Administrative Agent, all schedules and exhibits thereto) executed by any
Consolidated Company in connection with such Permitted Acquisition, accompanied
by all financial information, projections, and certifications required by the
Loan Papers in connection with a Permitted Acquisition, including, without
limitation, all items required in SECTION 5.2; and (i) 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
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 Facility B Agreement is material to the
transactions contemplated in this Facility B 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 without all conditions
being satisfied, but, to the extent permitted by Law, the same shall not be
deemed to be a waiver of the requirement that each such condition precedent be
satisfied as a prerequisite for any subsequent funding, unless Determining
Lenders specifically waive each such item in writing.

5.4 Conditions Precedent to Availability of Facility B; Extensions
of Facility B Termination Date, and Term Loan Conversions. In addition to the
conditions stated in SECTION 5.1 and SECTION 5.3, Facility B Lenders shall not
be obligated to (a) fund any portion of Facility B, or (b) extend the Facility
B

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Termination Date (including any extension to the Term Loan Maturity Date as a
result of the Term Loan conversion pursuant to SECTION 2.4), until such time as
the Restricted Companies have obtained the necessary Special Regulatory
Approvals and have delivered to Administrative Agent (i) legal opinions of the
Restricted 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 Restricted Companies and no further
approvals, authorizations, consents, adjudications or orders of the FCC or any
state PUC are required to be obtained by the Restricted Companies in connection
with the funding of Facility B and the extension of the Facility B Termination
Date; and (ii) 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 Facility B Lenders as follows:

6.1 Purpose of Credit Facility. Borrower will use (or will loan
such proceeds to Restricted Subsidiaries to so use) all proceeds of Borrowings
for one or more of the following: (a) working capital; (b) general corporate
purposes of the Restricted Companies; (c) capital expenditures of the
Restricted Companies; (d) the financing of Permitted Acquisitions; and (e)
repayment of all or a portion of the redemption premium and outstanding
indebtedness under the MFS Note Agreements or any Debt of Borrower issued in
replacement of the MFS Note Agreements to the extent such Debt is permitted by
SECTION 7.12(f). No Restricted 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 Regulations G, T, U, or X (as enacted by the
Board of Governors of the Federal Reserve System, as amended). 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 except any payments or
redemptions of any Debt under the MFS Note Agreements or any Debt of Borrower
issued in exchange for the MFS Note Agreements to the extent such Debt is
permitted by SECTION 7.12(f).

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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.

6.6 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

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cash flows of the Consolidated Companies and of MFS and its Subsidiaries (as
the case may be) 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 Consolidated 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 Consolidated Companies from that
shown in the Current Financials after such date which could be a Material
Adverse Event, nor has Borrower or any Restricted Company or Consolidated
Company (as the case may be) 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.

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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
1996 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 1996 plan year of each such Plan, exceed the value of
the assets of all such plans.

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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 Restricted Company that could be a Material
Adverse Event. Hours worked by and payment made to employees of the Restricted
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 Restricted 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.

6.22 Full Disclosure. There is no material fact or condition
relating to the Loan Papers or the financial condition, business, or property
of any Consolidated 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 Consolidated Company to any Facility B Lender or
Administrative Agent in connection with the Loan Papers was, and all such
information hereafter furnished by any Consolidated Company to any Facility B
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 (and agrees to cause
each other Restricted Company and Consolidated Company to the extent any
covenant is applicable to such Restricted Company or Consolidated Company) to
perform, observe, and comply with each of the following covenants, from the
Closing Date and so long thereafter as Facility B Lenders are committed to fund
Borrowings and thereafter until the payment in full of the Facility B Principal
Debt 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:

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

7.2 Books and Records. The Consolidated Companies 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 Facility B Lenders:

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

(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 Facility B
Lenders intend to rely on such firm's audit report
accompanying such Financial Statements, and (C) Borrower
intends for Administrative Agent and Facility B Lenders to so
rely; and

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

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Companies, or (B) the value of the assets (determined in accordance
with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables
Subsidiary) is greater than 7.5% of the aggregate value of all assets
(determined in accordance with GAAP) of the Consolidated Companies,
each other Unrestricted Subsidiary designated from time to time
pursuant to SECTION 7.27) for such fiscal quarter and for the period
from the beginning of the then- current fiscal year to, such last day,
accompanied by a Compliance Certificate with respect to such Financial
Statements.

(e) Promptly after any of the information or disclosures
provided on any of the Schedules delivered pursuant to this Facility B
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 updates to SCHEDULES 6.13,

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7.12, 7.13, and 7.20, the information thereon shall not be deemed
accepted for purposes of this Facility B 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 Consolidated Company with any Governmental Authority
(including the FCC and the Securities and Exchange Commission).

7.4 Inspections. Upon reasonable notice, the Consolidated
Companies shall allow Administrative Agent or any Facility B Lender (or their
respective Representatives) to inspect any of their 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 their affairs,
conditions, and finances with the Consolidated Companies' other creditors,
directors, officers, or employees, or other representatives, and at any time
after the occurrence and during the continuance of a Default, with the
Consolidated Companies' 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 Facility B Lender (or their respective Representatives) will obtain the
prior approval of a Responsible Officer prior to any such discussions with
officers or employees of the Consolidated Companies; 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
any Facility B Lender, Administrative Agent or their respective
Representatives.

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Agreement, other than prepayments or redemptions of any Debt under the MFS Note
Agreements or any Debt of Borrower issued in exchange for the MFS Note
Agreements in compliance with SECTION 7.12(f).

7.7 Maintenance of Existence, Assets, and Business. Except as
otherwise permitted by SECTION 7.26, each Restricted Company 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
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 Consolidated 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.

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

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(a) The Obligation;

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

(h) Debt of any Restricted Company to any Unrestricted
Company (other than the Receivables Subsidiary) so long as (i) such
Debt is subordinate in right of payment to the

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<PAGE> 57
Obligation upon terms satisfactory to Administrative Agent and its
counsel and (ii) such Debt is incurred and maintained in compliance
with SECTIONS 7.12(e) and 7.14 (it being understood that such
subordinated Debt shall be included in Debt for purposes of the
calculations and determinations made in accordance with SECTION
7.12(e)); and

7.13 Liens. No Restricted Company will, directly or indirectly,
(a) enter into or permit to exist any arrangement or agreement which directly
or indirectly prohibits any Restricted 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(e) (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 permitted under this Facility B 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:

(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

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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 Restricted 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;

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

(ix) Any attachment or judgment Lien not constituting a
Default or Potential Default.

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Acquisition), Borrower shall within 10 days following the consummation of such
Permitted Acquisition deliver, or cause to be delivered to, Administrative
Agent (with sufficient copies for Facility B Lenders) each of the following
items: (a) if the information on any Schedule changes or is incomplete as a
result of such Permitted Acquisition (other than revisions or supplements to
SCHEDULES 6.13, 7.12, 7.13, and 7.20, 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 Facility B Agreement
which are required to make the disclosures in such Schedules accurate after
giving effect to such Acquisition; (b) copies of any lien searches or
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; (c) 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.

7.17 Assignment. Borrower shall not assign or transfer any of its
Rights, duties, or obligations under any of the Loan Papers.

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types otherwise permitted in CLAUSE (a)-(e) hereof and which demand deposit
accounts or money market mutual funds are maintained in the ordinary course of
business; (g) loans, advances, extensions of credit, capital contributions and
other investments between Restricted Companies or between Restricted Companies
and the Receivables Subsidiary; provided that, 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(e); (h)
Permitted Acquisitions; (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 or
commitments to make investments existing on the Closing Date and described on
SCHEDULE 7.20; and (k) other loans, advances, and investments, so long as (x)
the aggregate principal amount or market value of such loans, advances, or
investments (as the case may be) does not exceed 5% of the Consolidated Net
Worth of the Restricted Companies on any date of determination, (y) no Default
or Potential Default exists, and (z) no Restricted Company makes any investment
under this CLAUSE (k) whereby it incurs any liability as a general partner.

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now owned or hereafter acquired) if such asset has been or is to be sold or
transferred by any Restricted Company to any other Person.

7.25 Amendments to Agreements. With respect to any Note Agreement,
any MFS Note Agreement (except in connection with any amendment of the MFS Note
Agreements occurring on or before the "Designation Date" as contemplated by
SECTION 7.12(i)), and any agreement evidencing MFS Subordinated Debt permitted
pursuant to SECTION 7.12(h) without the prior written consent of Determining
Lenders, no Restricted Company will (a) execute any material amendment,
modification, or supplement thereto, or (b) consent to any material departure
therefrom.

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

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(a) Borrower shall never permit the Leverage Ratio for
any 3-month period ending on the date of determination to exceed 4.50
to 1.00.

(b) Borrower shall never permit the sum of (i) the
Consolidated Net Worth of the Consolidated Companies as calculated at
the end of each of its fiscal quarters plus (ii) to the extent
deducted in the calculation of Consolidated Net Worth, up to
$100,000,000 in non-recurring cash and non-cash charges made by the
Consolidated Companies in connection with any mergers or corporate
restructurings related solely to Acquisitions occurring on or after
the Closing Date, to be less than the sum of the following:

(A) 75% of the Consolidated Net Worth of the
Consolidated Companies as of December 31, 1996, plus

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

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

(a) Any covenant, agreement, or condition contained in
SECTIONS 7.1, 7.6 (first sentence thereof), 7.6(b), 7.12, 7.13, 7.14,
7.16, 7.17, 7.18, and 7.19 through 7.28; and

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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).

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

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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).

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8.12 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 Restricted Company
party thereto or any Restricted 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.

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

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

8.15 Redemption of Note Agreement Debt. If an event shall occur,
including, without limitation, a "Change in Control" as defined in any Note
Agreement, the MFS Note Agreement, or any agreement evidencing or creating the
MFS Subordinated Debt, and (a) the trustee or the holders of any Note
Agreement, the MFS Note Agreement, or the MFS Subordinated Debt shall initiate
notice to request or require (or any Restricted Company shall automatically be
so required) to redeem or repurchase the MFS Subordinated Debt or any Debt
arising under any Note Agreement or the MFS Note Agreements, or (b) any
Restricted Company shall initiate notice to holders of the MFS Subordinated
Debt or the holders of any Debt arising under any Note Agreement or the MFS
Note Agreements, in connection with a redemption of any Debt arising under the
Note Agreement, the MFS Note Agreements, or any agreement evidencing or
creating the MFS Subordinated Debt (except as permitted by this Facility B
Agreement).

SECTION 9 RIGHTS AND REMEDIES.

9.1 Remedies Upon Default.

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payable; (ii) terminate the commitments of Facility B Lenders to
extend credit hereunder; (iii) reduce any claim to judgment; (iv) to
the extent permitted by Law, exercise (or request each Facility B
Lender to, and each Facility B Lender shall be entitled to, exercise)
the Rights of offset or banker's Lien against the interest of Borrower
in and to every account and other property of Borrower which are in
the possession of Administrative Agent or any Facility B Lender to the
extent of the full amount of the Obligation (to the extent permitted
by Law, Borrower being deemed directly obligated to each Lender in the
full amount of the Obligation for such purposes); and (v) 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 Facility B Lender in any of the Loan
Papers.

9.2 Company Waivers. To the extent permitted by Law, Borrower
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 (or any part thereof), by any indulgence, or by any
release or change in any security for the payment of the Obligation (or any
part thereof).

9.4 Delegation of Duties and Rights. Facility B 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 Facility B Lender
the Right to exercise control over the assets (including real property),
affairs, or management of any Consolidated Company, (b) preclude or interfere
with compliance by any Consolidated Company with any Law, or (c) require any
act or omission by any Consolidated Company that may be harmful to Persons or
property. Any "Material Adverse Event" or other materiality qualifier in any
representation, 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 Facility B Lender
acquiesces in any non-compliance by any Consolidated Company with any Law or
document, or that Administrative Agent, any Agent, or any Facility B Lender
does not expect the Consolidated Companies to promptly, diligently, and
continuously carry out all appropriate removal, remediation, and termination
activities required or appropriate in accordance with all Environmental Laws.
Neither the Facility B Administrative Agent nor any Facility B Lender has any
fiduciary relationship with or fiduciary duty to Borrower or any Consolidated
Company arising out of or in connection with the Loan Papers, and the
relationship between the Facility A

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Administrative Agent and the Facility Lenders, on the one hand, and Borrower,
on the other hand, in connection with the Loan Papers is solely that of debtor
and creditor. 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.

9.9 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 Facility B 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 Facility B 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.

9.10 Limitation of Rights. Notwithstanding any other provision of
this Facility B 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 Consolidated 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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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.

9.12 INDEMNIFICATION. BORROWER, FOR ITSELF AND ON BEHALF OF THE
OTHER RESTRICTED COMPANIES, INDEMNIFIES, PROTECTS, AND HOLDS 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
CONSOLIDATED COMPANY OF ANY ENVIRONMENTAL LAW, AS WELL AS ANY AMENDMENT AND
SUPPLEMENT THERETO AND ANY STATE COUNTERPART THEREOF; (B) ANY CONSOLIDATED
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 RESTRICTED
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
PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION SET FORTH IN THIS PARAGRAPH
SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF
THIS FACILITY B AGREEMENT. AN INDEMNIFIED PARTY WILL PROMPTLY NOTIFY THE
RESTRICTED 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 RESTRICTED 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 RESTRICTED

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COMPANIES FROM THEIR OBLIGATIONS TO INDEMNIFY THE INDEMNIFIED PARTY TO THE
EXTENT SUCH FAILURE DOES NOT PREJUDICE THE ABILITY OF THE RESTRICTED COMPANIES
TO DEFEND OR RESOLVE ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. THE
RESTRICTED 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 RESTRICTED 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 RESTRICTED COMPANIES AND SUCH INDEMNIFIED PARTY OR FOR
SUCH INDEMNIFIED PARTY AND ANY OTHER INDEMNIFIED PARTY OR (II) THE RESTRICTED
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 RESTRICTED 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
RESTRICTED COMPANIES HEREUNDER. NO INDEMNIFIED PARTY SHALL SETTLE ANY SUCH
CLAIM OR ACTION WITHOUT THE CONSENT OF THE RESTRICTED COMPANIES, WHICH CONSENT
WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.

SECTION 10 AGREEMENT AMONG LENDERS.

10.1 Administrative Agent.

(a) Each Facility B 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 Facility B Lender in
and under all Facility B Loan Papers; (ii) to arrange the means
whereby the funds of Facility B Lenders are to be made available to
Borrower under the Facility B Loan Papers; (iii) to take such action
as may be requested by any Facility B Lender under the Facility B Loan
Papers (when such Facility B Lender is entitled to make such request
under the Facility B Loan Papers and after such requesting Facility B
Lender has obtained the concurrence of such other Facility B Lenders
as may be required under the Facility B Loan Papers); (iv) to receive
all documents and items to be furnished to Facility B Lenders under
the Facility B 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 Facility B Lenders;
(vi) to timely distribute, and Administrative Agent agrees to so
distribute, to each Facility B Lender all material information,
requests, documents, and items received from Borrower under the
Facility B Loan Papers; (vii) to promptly distribute to each Facility
B Lender its ratable part of each payment or 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 Facility B Loan Papers; (viii) to deliver to the
appropriate Persons requests, demands, approvals, and consents
received from Facility B Lenders; and (ix) to execute, on behalf of
Facility B Lenders, such releases or other documents or instruments as
are permitted by the Facility B Loan Papers or as directed by Facility
B Lenders from time to time; provided, however, Administrative Agent
shall not be required to take any action which exposes

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Administrative Agent to personal liability or which is contrary to the
Facility B Loan Papers or applicable Law.

(b) Administrative Agent may resign at any time as
Administrative Agent under the Facility B Loan Papers by giving
written notice thereof to Facility B Lenders and may be removed as
Administrative Agent under the Facility B 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 Facility B 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 Facility B 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 Facility B Loan Papers, and each
Facility B Lender shall execute such documents as any Facility B
Lender may reasonably request to reflect such change in and under the
Facility B Loan Papers. After any retiring Administrative Agent's
resignation or removal as Administrative Agent under the Facility B
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 Facility B Loan Papers.

(c) Administrative Agent, in its capacity as a Facility B
Lender, shall have the same Rights under the Facility B Loan Papers as
any other Facility B Lender and may exercise the same as though it
were not acting as Administrative Agent; the term "Facility B 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 Facility B Lender. Each
Facility B Lender and Borrower agree that Administrative Agent is not
a fiduciary for Facility B Lenders or for Borrower but simply is
acting in the capacity described herein to alleviate administrative
burdens for both Borrower and Facility B Lenders, that Administrative
Agent has no duties or responsibilities to Facility B Lenders or
Borrower except those expressly set forth herein, and that
Administrative Agent in its capacity as a Facility B Lender has all
Rights of any other Facility B Lender.

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of Administrative Agent or its Affiliates which may be or become
security for the obligations of Borrower arising under the Facility B
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 Facility B Loan Papers, then each Facility
B Lender shall be entitled to share in such application ratably. Each
Facility B Lender acknowledges that, and consents to, NationsBank's
also serving as the Facility A Administrative Agent.

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

10.2 Expenses. Upon demand by Administrative Agent, each Facility
B 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
Facility B 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 Facility B 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 otherwise
provided in the Loan Papers, 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
absorbing its Pro Rata Part of 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 Facility B
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 Facility B Lender as the owner
and holder of the Facility B Principal Debt owed to such Facility B 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 Facility B
Lender shall be conclusive and binding on each subsequent holder, assignee, or
transferee of the Facility B Principal Debt owed to such Facility B 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 Facility B Loan
Papers and transactions thereunder, has actual knowledge thereof or
Administrative Agent has been notified thereof by a Facility B Lender or
Borrower, and (d) be entitled to consult with legal counsel (including counsel
for Borrower), independent accountants and other experts selected 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.

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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 Facility B 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 Facility B 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 requests instructions from Facility B 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 Facility B Loan Paper or 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 or any of its 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 Facility B 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 Facility B Lender or any
Participant for, and each Facility B 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 Restricted Company and the risks involved to
such Facility B Lender, (ii) the effectiveness, enforceability, genuineness,
validity, or the due execution of any Facility B 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 Facility B Loan Paper, or (v) observation of or compliance
with any of the terms, covenants, or conditions of any Facility B Loan Paper on
the part of any Restricted Company. Each Facility B Lender agrees to indemnify
Administrative Agent and its respective Representatives and hold them harmless
from and against (but limited to such Facility B 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 Facility B Loan
Papers or any action taken or omitted by them under the Facility B Loan Papers,
to the extent Administrative Agent and its respective Representatives are not
reimbursed for such amounts by any Restricted Company (provided that,
Administrative Agent and its respective 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, Facility B Lenders agree to promptly confer in order that Determining
Lenders or Facility B Lenders, as the case may be, may agree upon a course of
action for the enforcement of the Rights of Facility B Lenders; and
Administrative Agent shall be entitled to refrain from taking any action
(without incurring any liability

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to any Person for so refraining) unless 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 Facility B 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 Facility B 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 Facility
B Lenders or among Lenders.

10.9 Foreign Lenders. Each Facility B 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 Facility B 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, Form W-8 or Form W-9, as
applicable (wherein such Facility B 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, Form
W-8, or Form W-9, as applicable, upon the expiration or obsolescence of any
previously delivered form in accordance with applicable Laws, duly executed and
completed by such Facility B Lender, (ii) provide any other form or certificate
required by any taxing entity (including any certificate required by Sections
871(h) and 881(c) of the Code, certifying that such Facility B Lender is
entitled to an exemption from or a reduced rate of Tax on payments pursuant to
this Facility B Agreement or any of the other Facility B Loan Papers, and (iii)
otherwise 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 Restricted
Company or any other Person other than Facility B Lenders; consequently,
neither any Restricted 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
Facility B Lender to comply with such provisions.

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

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SECTION 11 MISCELLANEOUS.

11.3 Communications. Unless specifically otherwise provided,
whenever any Facility B 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 answer back 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 Facility B 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 Facility B 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 Consolidated 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
Facility B Agreement must be in form and substance and in such number of
counterparts as may be reasonably satisfactory to Administrative Agent and its
counsel.

11.6 Survival. All covenants, agreements, undertakings,
representations, and warranties made in any of the Facility B Loan Papers shall
survive all closings under the Facility B 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 Facility B Lender shall survive
termination of this Facility B 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

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AND DUTIES OF THE PARTIES TO THE FACILITY B LOAN PAPERS AND THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THE FACILITY B 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, Facility B
Lenders, and each Restricted Company party to such Loan Paper agree to
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 RESTRICTED
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
FACILITY B AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER
WRITTEN LOAN PAPERS EXECUTED BY ANY RESTRICTED COMPANY, ANY LENDER, AND/OR
ADMINISTRATIVE AGENT (TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS
THEY RELATE TO THE PAYMENT OF FEES AFTER THE CLOSING DATE) REPRESENT THE FINAL
AGREEMENT BETWEEN THE RESTRICTED COMPANIES, LENDERS, ADMINISTRATIVE AGENT, AND
THE FACILITY A 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, 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 FACILITY B 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 FACILITY B 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 FACILITY B 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 FACILITY B 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 each other party to this
Facility B Agreement acknowledge that this waiver is a material inducement to
the agreement of each party hereto to enter into a business relationship, that
each has already relied on this waiver in entering into this Facility B
Agreement, and each will continue to rely

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on each of such waivers in related future dealings. Borrower (for itself and
on behalf of each of its Subsidiaries) and each other party to this Facility B
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 TO ANY SUBSEQUENT AMENDMENTS,
SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER FACILITY B LOAN PAPER.
In the event of Litigation, this Facility B 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
Facility B 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 Facility B 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
Facility B Agreement or any Facility B 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 Facility B 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 arising under the Facility B
Loan Papers beyond the date specified in the Facility B Loan Papers;
(ii) reduces the interest rate or decreases the amount of interest,
fees, or other sums payable to Administrative Agent or Facility B
Lenders hereunder (except such reductions as are contemplated by this
Facility B Agreement); (iii) changes the definition of "APPLICABLE
MARGIN" (other than changes having the effect of increasing such
Applicable Margin)," "DETERMINING LENDERS,""FACILITY B COMMITMENT"
"PRO RATA," or "PRO RATA PART," or (iv) except as otherwise permitted
by any Facility B Loan Paper, waives compliance with, amends, or
releases (in whole or in part) any guaranty (if any) or releases (in
whole or in part) any collateral, if any, for the Obligation; or (v)
changes this CLAUSE (B) or any other matter specifically requiring the
consent of all Facility B Lenders hereunder. No amendment or waiver
with respect to the definition of "FACILITY B TERMINATION DATE" or
"TERM LOAN MATURITY DATE" may be made without the consent of all
Facility B Lenders, except such extensions as are contemplated by
SECTION 2.3. Without the consent of such Lender, no Lender's
"Committed Sum" under Facility B may be increased.

(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 Facility B Lender, or any of their
respective Representatives with respect to exercising any Right of
Administrative Agent or any Facility B Lender hereunder shall operate
as a waiver thereof. A waiver must be in writing and signed by
Administrative Agent and Determining Lenders (or

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by all Facility B 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 Facility B 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 Facility B Agreement, it shall not be
necessary to produce or account for more than one such counterpart. It is not
necessary that each Facility B Lender execute the same counterpart so long as
identical counterparts are executed by Borrower, each Facility B Lender, and
Administrative Agent. This Facility B Agreement shall become effective when
counterparts hereof shall have been executed and delivered to Administrative
Agent by each Facility B Lender, Administrative Agent, and Borrower, or, when
Administrative Agent shall have received telecopied, telexed, or other evidence
satisfactory to it that such party has executed and is delivering to
Administrative Agent a counterpart hereof.

11.13 Taxes. Any Taxes payable by Administrative Agent or any
Facility B Lender or ruled (by a Governmental Authority) payable by
Administrative Agent or any Facility B Lender in respect of this Facility B
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 Facility B 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 Facility B Lender). Administrative
Agent or such Facility B 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 Facility B Lender receives an
amount equal to the sum it would have received had no such Taxes been payable
by Administrative Agent or any Facility B Lender with respect to this Facility
B Agreement or any Loan Paper) to Administrative Agent for its account or the
account of such Facility B Lender, as the case may be. If Administrative Agent
or such Facility B 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 Facility B Agreement.

11.14 Successors and Assigns; Assignments and Participations. (a)
This Facility B Agreement shall be binding upon, and inure to the benefit of
the parties hereto and their respective successors and assigns, except that (i)
Borrower may not, 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, and (ii) except as
permitted under this Section, no Facility B Lender may transfer, pledge,
assign, sell any participation in, or otherwise encumber its portion of the
Obligation.

(b) Each Facility B Lender may assign to one or more Eligible
Assignees all or a portion of its Rights and obligations under this Facility B
Agreement and the other Facility B Loan Papers (including, without limitation,
all or a portion of its Borrowings, its Notes [to the extent such Facility B
Principal Debt owed to such Facility B Lender is evidenced by Notes]);
provided, however, that:

(i) each such assignment shall be to an Eligible
Assignee;

(ii) except in the case of an assignment to another
Facility B Lender or an assignment of all of a Facility B Lender's Rights and
obligations under this Facility B Agreement and the other Facility B Loan
Papers, any such partial assignment shall be in an amount at least equal to
$10,000,000;

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(iii) each such assignment by a Facility B Lender shall be
of a constant, and not varying, percentage of all of its Rights and obligations
under this Facility B Agreement and the Notes (to the extent the Facility B
Principal Debt owed to the assigning Facility B Lender is evidenced by any
Notes);

(iv) each such assignment shall exclude Competitive
Borrowings, unless the assigning Facility B Lender is selling all of its Rights
and obligations under the Facility B Loan Papers; and

(v) the parties to such assignment shall execute and
deliver to the Administrative Agent for its acceptance an Assignment and
Acceptance Agreement in the form of EXHIBIT E hereto, together with any Notes
subject to such assignment (to the extent the Facility B Principal Debt owed to
the assigning Facility B Lender is evidenced by any Notes) and a processing fee
of $3,500.

Upon execution, delivery, and acceptance of such Assignment and Acceptance
Agreement, the assignee thereunder shall be a party hereto and, to the extent
of such assignment, have the obligations, Rights, and benefits of a Facility B
Lender under the Facility B Loan Papers and the assigning Facility B Lender
shall, to the extent of such assignment, relinquish its rights and be released
from its obligations under the Facility B Loan Papers. Upon the consummation
of any assignment pursuant to this Section, but only upon the request of the
assignor or assignee made through Administrative Agent, Borrower shall issue
appropriate Notes to the assignor and the assignee, reflecting such Assignment
and Acceptance. If the assignee is not incorporated under the laws of the
United States of America or a state thereof, it shall deliver to Borrower and
Administrative Agent certification as to exemption from deduction or
withholding of Taxes in accordance with SECTION 10.9.

(c) The Administrative Agent shall maintain at its address
referred to in SECTION 11.3 a copy of each Assignment and Acceptance Agreement
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Facility B Lenders and the Facility B Commitment of, and
principal amount of the Borrowings owing to, each Facility B Lender from time
to time (the "REGISTER"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and Borrower, Administrative
Agent and the Facility B Lenders may treat each Person whose name is recorded
in the Register as a Facility B Lender hereunder for all purposes of the
Facility B Loan Papers. The Register shall be available for inspection by
Borrower or any Facility B Lender at any reasonable time and from time to time
upon reasonable prior notice. Upon the consummation of any assignment in
accordance with this SECTION 11.14, SCHEDULE 2.1 shall automatically be deemed
amended (to the extent required) by Administrative Agent to reflect the name,
address, and respective Facility B Committed Sums of the assignor and assignee.

(d) Upon its receipt of an Assignment and Acceptance Agreement
executed by the parties thereto, together with any Notes subject to such
assignment (to the extent the Facility B Principal Debt owed to the assigning
Facility B Lender is evidenced by any Notes) and payment of the processing fee,
the Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of EXHIBIT E hereto, (i) accept such
Assignment and Acceptance Agreement, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the parties
thereto.

(e) Subject to the provisions of this section and in accordance
with applicable Law, any Facility B 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 under Facility B. In the event of any such sale
to a Participant, (i) such

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Facility B Lender shall remain a "Facility B Lender" under this Facility B
Agreement and the Participant shall not constitute a "Facility B Lender"
hereunder, (ii) such Facility B Lender's obligations under this Facility B
Agreement shall remain unchanged, (iii) such Facility B Lender shall remain
solely responsible for the performance thereof, (iv) such Facility B Lender
shall remain the holder of its share of the Facility B Principal Debt for all
purposes under this Facility B Agreement, (v) Borrower and Administrative Agent
shall continue to deal solely and directly with such Facility B Lender in
connection with such Facility B Lender's Rights and obligations under the
Facility B Loan Papers, and (vi) such Facility B 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 Facility B Loan Papers, other than certain
voting Rights as provided below. Subject to the following, each Facility B
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
under Facility B 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
Facility B Lender under SECTION 3 calculated as though no participations have
been made. No Facility B Lender shall sell any participating interest under
which the Participant shall have any Rights to approve any amendment,
modification, or waiver of any Facility B 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 Facility B Loan Papers, reduces the interest rate or the
amount of principal or fees applicable to the Obligation under Facility B
(except such reductions as are contemplated by this Facility B Agreement), or
releases any guaranty or collateral, if any, for the Obligation under Facility
B (except such releases as are contemplated by this Facility B Agreement);
provided that in those cases where a Participant is entitled to the benefits of
SECTION 3 or a Facility B Lender grants Rights to its Participants to approve
amendments to or waivers of the Facility B Loan Papers respecting the matters
previously described in this sentence, such Facility B Lender must include a
voting mechanism in the relevant participation agreement or agreements, as the
case may be, whereby a majority of such Facility B Lender's portion of the
Obligation under Facility B (whether held by such Facility B Lender or
participated) shall control the vote for all of such Facility B Lender's
portion of the Obligation under Facility B. Except in the case of the sale of
a participating interest to another Facility B Lender, the relevant
participation agreement shall not permit the Participant to transfer, pledge,
assign, sell participations in, or otherwise encumber its portion of the
Obligation under Facility B, unless the consent of the transferring Lender
(which consent will not be unreasonably withheld) has been obtained.

(f) Notwithstanding any other provision set forth in this Facility
B Agreement, any Facility B Lender may at any time assign and pledge all or any
portion of its Borrowings and its Notes (to the extent the Facility B Principal
Debt owed to such Facility B Lender is evidenced by any Notes) to any Federal
Reserve Bank as collateral security pursuant to Regulation A and any Operating
Circular issued by such Federal Reserve Bank. No such assignment shall release
the assigning Facility B Lender from its obligations hereunder.

(g) Any Facility B Lender may furnish any information concerning
the Consolidated Companies in the possession of such Facility B Lender from
time to time to Eligible Assignees and Participants (including prospective
Eligible Assignees and Participants), subject, however, to the provisions of
SECTION 11.16 hereof.

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and other amounts of the Obligation then due and owing, (and termination of all
outstanding LCs 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 Restricted
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 Restricted Company in connection with or pursuant to this Facility B
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 been identified as confidential by any
Restricted Company, shall be held by Administrative Agent, each Agent, each
Co-Agent, each Facility B 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 Facility B Lender or Participant may
make disclosure (a) to its attorneys or accountants, provided that such
Facility B Lender or Participant shall direct such attorneys or accountants 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 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 Restricted 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.

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.]

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Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANK OF AMERICA NT & SA,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 82
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANK OF MONTREAL,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 83
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 84
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 85
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 86
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BARCLAYS BANK PLC,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 87
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
-----------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 88
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE CHASE MANHATTAN BANK,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 89
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 90
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 91
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

FIRST UNION NATIONAL BANK,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 92
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

FLEET NATIONAL BANK,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 93
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 94
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 95
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

ROYAL BANK OF CANADA,
as an Agent and a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 96
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 97
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

ABN AMRO BANK N.V.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 98
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

AMSOUTH BANK,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 99
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE ASAHI BANK, LTD.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 100
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

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

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 101
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANK HAPOALIM B.M.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 102
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

NATEXIS BANQUE
BFCE,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 103
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANQUE NATIONALE DE PARIS,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 104
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BANQUE PARIBAS,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 105
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

BAYERISCHE LANDESBANK GIROZENTRALE
CAYMAN ISLANDS BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 106
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPEENE
as a Lender

By
-------------------------------

(Name)
---------------------------
(Title)
--------------------------

By
-------------------------------

(Name)
---------------------------
(Title)
--------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 107
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

CORESTATES BANK N.A.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 108
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

CREDIT SUISSE FIRST BOSTON,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 109
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

CRESTAR BANK,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 110
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE DAI-ICHI KANGYO BANK, LIMITED,
ATLANTA AGENCY,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 111
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK CAYMAN
ISLAND BRANCH

as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 112
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 113
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE FIRST NATIONAL BANK OF CHICAGO,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 114
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

FUJI BANK, LIMITED,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 115
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

GULF INTERNATIONAL BANK B.S.C.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 116
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

KREDIETBANK, N.V., GRAND CAYMAN BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 117
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 118
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

MELLON BANK, N.A.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 119
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

MERCANTILE BANK NATIONAL ASSOCIATION,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 120
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

MERITA BANK LTD., NEW YORK BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 121
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE MITSUBISHI TRUST AND BANKING
CORPORATION, CHICAGO BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 122
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE MITSUI TRUST & BANKING COMPANY,
LIMITED,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 123
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

NATIONAL BANK OF KUWAIT, S.A.K.,
GRAND CAYMAN ISLAND BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 124
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

NORDDEUTSCHE LANDESBANK GIROZENTRALE,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 125
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

PNC BANK, NATIONAL ASSOCIATION,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 126
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE SAKURA BANK, LIMITED,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 127
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE SANWA BANK, LIMITED,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 128
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

SIGNET BANK,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 129
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

SOCIETE GENERALE,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 130
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE SUMITOMO BANK, LIMITED,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 131
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

SUMITOMO BANK OF CALIFORNIA,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 132
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE SUMITOMO TRUST & BANKING CORP.,
LTD., NEW YORK BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 133
Signature Page to that certain Facility A Revolving Credit Agreement
dated as of July 3, 1997, among WorldCom, Inc., as Borrower, NationsBank of
Texas, N.A., as Administrative Agent, Bank of America Illinois, Bank of
Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

SUMMIT BANK,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 134
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

SUNTRUST BANK, SOUTH FLORIDA, N.A.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 135
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE TOKAI BANK, LTD., ATLANTA AGENCY,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 136
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

THE TOYO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 137
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

UNION BANK OF SWITZERLAND,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 138
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

WACHOVIA BANK OF GEORGIA, N.A.,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 139
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH,
as a Lender

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 140
Signature Page to that certain Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, Bank of America Illinois,
Bank of Montreal, The Bank of New York, The Bank of Nova Scotia, Bank of Tokyo-
Mitsubishi Trust Company, Barclays Bank PLC, Canadian Imperial Bank of
Commerce, The Chase Manhattan Bank, Citibank, N.A., Credit Lyonnais New York
Branch, First Union National Bank, Fleet National Bank, The Industrial Bank of
Japan, Limited, Atlanta Agency, Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and Toronto Dominion (Texas), Inc., as Agents, and
certain Lenders named therein, including the undersigned.

WORLDCOM, INC.,
as Borrower

By
-------------------------------------

(Name) Scott D. Sullivan
---------------------------------
(Title) Chief Financial Officer
--------------------------------

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

By
-------------------------------------

(Name)
---------------------------------
(Title)
--------------------------------

SIGNATURE PAGE
FACILITY B
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
<PAGE> 141
EXHIBIT A-1

FORM OF FACILITY B NOTE

$
------- --------- --,--

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of __________
(the "FACILITY B LENDER"), at the offices of NATIONSBANK OF TEXAS, N.A., as
Facility B Administrative Agent for the Facility B Lender and others as
hereinafter described, on the Facility B Termination Date, the lesser of (i)
_______ ($________) and (ii) the aggregate Facility B Principal Debt (other
than under the Competitive Bid Subfacility) disbursed by the Facility B Lender
to Borrower and outstanding and unpaid on the Facility B Termination Date
(together with accrued and unpaid interest thereon).

This note has been executed and delivered under, and is
subject to the terms of, the Facility B Revolving Credit and Term Loan
Agreement, dated as of July 3, 1997, (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among Borrower, the
Facility B Lender and other lenders named therein, the Facility B
Administrative Agent, the Agents, and the Co-Agents, and is one of the
"Facility B 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.

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 FACILITY B LENDER AND THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF.

WORLDCOM, INC.

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

FACILITY B - EXHIBIT A-1
<PAGE> 142
EXHIBIT A-2

FORM OF FACILITY B COMPETITIVE BID NOTE

____________ __, ____

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of _________ (the
"FACILITY B LENDER"), at the offices of NATIONSBANK OF TEXAS, N.A., as Facility
B Administrative Agent for the Facility B Lender and others as hereinafter
described:

(I) on the last day of the Interest Period for any
Competitive Borrowing disbursed by the Facility B Lender to Borrower
under Facility B, which Interest Period ends prior to the Facility B
Termination Date, the aggregate principal amount of such Competitive
Borrowing outstanding and unpaid on such last day of such Interest
Period (together with accrued and unpaid interest thereon), and

(II) on the Facility B Termination Date, the aggregate
principal amount of all Competitive Borrowings disbursed by the
Facility B Lender to Borrower under Facility B and outstanding and
unpaid on the Facility B Termination Date (together with accrued and
unpaid interest thereon).

This note has been executed and delivered under, and is
subject to the terms of, the Facility B Revolving Credit and Term Loan
Agreement, dated as of July 3, 1997 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among Borrower, the
Facility B Lender and other lenders named therein, the Facility B
Administrative Agent, the Agents, and the Co-Agents, and is one of the
"Facility B 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.

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 FACILITY B LENDER AND THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF.

WORLDCOM, INC.

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

FACILITY B - EXHIBIT A-2
<PAGE> 143
EXHIBIT A-3

FORM OF TERM NOTE

$
------------- ----------- --,---

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of
__________________________ (the "FACILITY B LENDER"), at the offices of
NATIONSBANK OF TEXAS, N.A., as Facility B Administrative Agent for the
Facility B Lender and others as hereinafter described, on the Term Loan
Maturity Date, the lesser of (i) ____________________ ($_____________) and (ii)
the aggregate Facility B Principal Debt (other than under the Competitive Bid
Subfacility) disbursed by the Facility B Lender to Borrower and outstanding and
unpaid on the Term Loan Maturity Date (together with accrued and unpaid
interest thereon).

This note has been executed and delivered under, and is
subject to the terms of, the Facility B Revolving Credit and Term Loan
Agreement, dated as of July 3, 1997 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among Borrower, the
Facility B Lender and other lenders named therein, the Facility B
Administrative Agent, the Agents, and the Co-Agents, and is a "Term 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.

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 FACILITY B LENDER AND THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF.

WORLDCOM, INC.

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

FACILITY B - EXHIBIT A-3
<PAGE> 144
EXHIBIT B-1

FORM OF NOTICE OF BORROWING
(OTHER THAN COMPETITIVE BORROWING OR SWING LINE BORROWING)

______________ __, ____

Reference is made to (i) the Facility A Revolving Credit Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY A"), among the undersigned, the Facility A Lenders
named therein, the Facility A Administrative Agent, the Agents, and the Co-
Agents, and (ii) the Facility B Revolving Credit and Term Loan Agreement, dated
as of July 3, 1997 (as amended, modified, supplemented, or restated from time
to time, "FACILITY B"), among the undersigned, the Facility B Lenders named
therein, the Facility B 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 Facility A Agreement or the Facility B
Agreement (as applicable). The undersigned hereby gives you notice pursuant to
the Facilities that it requests a Borrowing (other than a Competitive Borrowing
or Swing Line Borrowing) under the applicable Facility, and in that connection
sets forth below the terms on which such Borrowing is requested to be made:

<TABLE>
<CAPTION>
----------------------------------------
FACILITY A FACILITY B
----------------------------------------
<S> <C> <C> <C> <C>
(A) Borrowing under Facility A or Facility B? (A)
-------------- ----------------
(B) Borrowing Date of Borrowing* (B)
-------------- ----------------
(C) Amount of Borrowing** (C)
-------------- ----------------
(D) Type of Borrowing*** (D)
-------------- ----------------
(E) For a Eurodollar Rate Borrowing, the Interest Period
and the last day thereof**** (E)
-------------- ----------------
---------------------------------------
</TABLE>

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) this Borrowing will not cause either (i) the Facility
A Commitment Usage to exceed the Facility A Commitment, or (ii) the
Facility B Commitment Usage to exceed the Facility B Commitment;

FACILITY B - EXHIBIT B-1
<PAGE> 145
(b) all of the representations and warranties of any
Borrower 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) the facts on which
such representations and warranties are based have been changed by
transactions contemplated or permitted by the Loan Papers and, if
applicable, supplemental Schedules have been delivered with respect
thereto and, when necessary, approved by Determining Lenders);

(d) no Default or Potential Default has occurred and is
continuing; and

(e) the funding of such Borrowing is permitted by Law.

Very truly yours,

WORLDCOM, INC.

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

Facility A Rate:
------------------
Facility B Rate:
------------------
Confirmed by:
------------------------------

* Must be a Business Day occurring prior to the Facility A Termination
Date or Facility B Termination Date (as applicable) and be at least
(i) three Business Days following receipt by Facility A Administrative
Agent or Facility B Administrative Agent (as applicable) of this
Notice of Borrowing for any Eurodollar Rate Borrowing, and (ii) one
Business Day following receipt by Facility A Administrative Agent or
Facility B Administrative Agent of this Notice of Borrowing for any
Base Rate Borrowing.
** 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 Eurodollar Rate Borrowing).
*** Eurodollar Rate Borrowing or Base Rate Borrowing.
**** Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months.
In no event may the Interest Period end after the Facility A
Termination Date or Facility B Termination Date, as applicable.

2 FACILITY B - EXHIBIT B-1
<PAGE> 146
EXHIBIT B-2

FORM OF NOTICE OF CONVERSION

______________ __, ____

Reference is made to (i) the Facility A Revolving Credit Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY A"), among the undersigned, the Facility A Lenders
named therein, the Facility A Administrative Agent, the Agents, and the Co-
Agents and (ii) the Facility B Revolving Credit and Term Loan Agreement, dated
as of July 3, 1997 (as amended, modified, supplemented, or restated from time
to time, "FACILITY B"), among the undersigned, the Facility B Lenders named
therein, the Facility B 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 Facility A Agreement or the Facility B
Agreement (as applicable). The undersigned hereby gives you notice pursuant to
SECTION 3.10 of the applicable Facility that it elects to convert a Borrowing
(other than a Competitive Borrowing or Swing Line Borrowing) under the
applicable Credit Agreement from one Type to another Type or elects a new
Interest Period for a Eurodollar Rate Borrowing, and in that connection sets
forth below the terms on which such election is requested to be made:

<TABLE>
<CAPTION>
----------------------------------------
FACILITY A FACILITY B
----------------------------------------
<S> <C> <C> <C> <C>
(A) Borrowing under Facility A or Facility B? (A)
-------------- ----------------
(B) Date of conversion or last day of applicable Interest
Period* (B)
-------------- ----------------
(C) Type and principal amount of existing Borrowing being
converted or continued** (C)
-------------- ----------------
(D) New Type of Borrowing selected (or Type of Borrowing
continued)*** (D)
-------------- ----------------
(E) For conversion to, or continuation of, a Eurodollar
Rate Borrowing, Interest Period selected and the last
day thereof**** (E)
-------------- ----------------
---------------------------------------
</TABLE>

FACILITY B - EXHIBIT B-2
<PAGE> 147
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)
---------------------------------

Facility A Rate:
------------------
Facility B Rate:
------------------
Confirmed by:
------------------------------

2 FACILITY B - EXHIBIT B-2
<PAGE> 148
EXHIBIT B-3

FORM OF COMPETITIVE BID REQUEST

______________ __, ____

Reference is made to (i) the Facility A Revolving Credit Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY A"), among the undersigned, the Facility A Lenders
named therein, the Facility A Administrative Agent, the Agents, and the Co-
Agents and (ii) the Facility B Revolving Credit and Term Loan Agreement, dated
as of July 3, 1997 (as amended, modified, supplemented, or restated from time
to time, "FACILITY B"), and the undersigned, the Facility B Lenders named
therein, the Facility B 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 Facility A Agreement or the Facility B
Agreement (as applicable). The undersigned hereby gives you notice pursuant to
SECTION 2.4(b) of Facility A Agreement or SECTION 2.2(b) of the Facility B
Agreement that it requests a Competitive Borrowing under the applicable
Facility, and in that connection sets forth below the terms on which such
Competitive Borrowing is requested to be made:

<TABLE>
<CAPTION>
----------------------------------------
FACILITY A FACILITY B
----------------------------------------
<S> <C> <C> <C> <C>
(A) Borrowing under Facility A or Facility B? (A)
-------------- ----------------
(B) Borrowing Date of Competitive Borrowing* (B)
-------------- ----------------
(C) Principal amount of Competitive Borrowing** (C)
-------------- ----------------
(D) Type of Borrowing*** (D)
-------------- ----------------
(E) Interest Period and the last day thereof**** (E)
-------------- ----------------
---------------------------------------
</TABLE>

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:

(a) this Borrowing will not cause either (i) the Facility
A Commitment Usage to exceed the Facility A Commitment, or (ii) the
Facility B Commitment Usage to exceed the Facility B Commitment;

FACILITY B - EXHIBIT B-3
<PAGE> 149
(b) all of the representations and warranties of any
Borrower 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) the facts on which
such representations and warranties are based have been changed by
transactions contemplated or permitted by the Loan Papers and, if
applicable, supplemental Schedules have been delivered with respect
thereto and, when necessary, approved by Determining Lenders);

(d) no Default or Potential Default has occurred and is
continuing; and

(e) the funding of such Borrowing is permitted by Law.

Very truly yours,

WORLDCOM, INC.

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

* Must be a Business Day occurring prior to the Facility A Termination
Date or Facility B Termination Date (as applicable) and be at least
(i) five Business Days following receipt by Facility A Administrative
Agent or Facility B Administrative Agent (as applicable) of this
Competitive Bid Request for any Competitive Borrowing that will be
comprised of Eurodollar Rate Borrowings, and (ii) one Business Day
following receipt by Facility A Administrative Agent or Facility B
Administrative Agent (as applicable) of this Competitive Bid Request
for any Competitive Borrowing that will be comprised of Fixed Rate
Borrowings.
** 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 Facility A or Facility B (as applicable), and
(ii) an amount which when added to the aggregate outstanding principal
amount of Competitive Borrowings made by all Lenders under Facility A
or Facility B (as applicable), does not exceed the Competitive Bid
Availability then in effect for such Facility.
*** Eurodollar Rate Borrowing or Fixed Rate Borrowing.
**** Eurodollar 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 Facility A
Termination Date or Facility B Termination Date, as applicable.

2 FACILITY B - EXHIBIT B-3
<PAGE> 150
EXHIBIT B-4

FORM OF NOTICE TO LENDERS OF COMPETITIVE BID REQUEST

______________ __, ____

[Name of Lender]
[Address of Lender]
Attention: ______________________

Reference is made to (i) the Facility A Revolving Credit Agreement,
dated as of July 3, 1997 (as amended, modified, supplemented, or restated from
time to time, "FACILITY A"), among the undersigned, the Facility A Lenders
named therein, the Facility A Administrative Agent, the Agents, and the Co-
Agents and (ii) the Facility B Revolving Credit and Term Loan Agreement, dated
as of July 3, 1997 (as amended, modified, supplemented, or restated from time
to time, "FACILITY B"), and the undersigned, the Facility B Lenders named
therein, the Facility B 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 Facility A Agreement or the Facility B
Agreement (as applicable). Borrower delivered a Competitive Bid Request dated
_________ __, ____, pursuant to SECTION 2.4(b) of the Facility A Agreement or
SECTION 2.2(b) of the Facility B Agreement (as applicable), 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 Facility A
Agreement or SECTION 2.2(c) of the Facility B Agreement (as applicable) and the
terms set forth below on which the Competitive Bid Request was made:

<TABLE>
<CAPTION>
----------------------------------------
FACILITY A FACILITY B
----------------------------------------
<S> <C> <C> <C> <C>
(A) Borrowing under Facility A or Facility B? (A)
-------------- ----------------
(B) Borrowing Date of Competitive Borrowing (a Business
Day) (B)
-------------- ----------------
(C) Principal amount of Competitive Borrowing (C)
-------------- ----------------
(D) Type of Borrowing (D)
-------------- ----------------
(E) Interest Period and the last day thereof (E)
-------------- ----------------

----------------------------------------
</TABLE>

Very truly yours,

NATIONSBANK OF TEXAS, N.A., as
Administrative Agent under both
Facility A and Facility B

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

* The Competitive Bid must be received by the Facility A Administrative
Agent or Facility B Administrative Agent (as applicable) (i) in the
case of Eurodollar Rate Borrowings, not later than

FACILITY B - EXHIBIT B-4
<PAGE> 151
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.

2 FACILITY B - EXHIBIT B-4
<PAGE> 152
EXHIBIT B-5

FORM OF COMPETITIVE BID

______________ __, ____

NationsBank of Texas, N.A., as Facility A Administrative Agent
and Facility B Administrative Agent
under the Credit Agreements referred to below
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Mickey McLean
Fax: (214) 508-2515

The undersigned, [Name of Lender] , refers to (i) the Facility
A Revolving Credit Agreement, dated as of July 3, 1997 (as amended, modified,
supplemented, or restated from time to time, "FACILITY A"), among WorldCom,
Inc. (the "BORROWER"), the Facility Lenders named therein, the Facility A
Administrative Agent, the Agents, and the Co-Agents and (ii) the Facility B
Revolving Credit and Term Loan Agreement, dated as of July 3, 1997 (as amended,
modified, supplemented, or restated from time to time, "FACILITY B"), among
Borrower, the Facility B Lenders named therein, the Facility B 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
Facility A Agreement or the Facility B Agreement (as applicable). The
undersigned hereby makes a Competitive Bid pursuant to SECTION 2.4(c) of the
Facility A Agreement or SECTION 2.2(c) of the Facility B Agreement, in response
to the Competitive Bid Request made by Borrower on _____________, ____, and in
that connection sets forth below the terms on which such Competitive Bid is
made:

<TABLE>
<CAPTION>
----------------------------------------
FACILITY A FACILITY B
----------------------------------------
<S> <C> <C> <C> <C>
(A) Facility (A)
-------------- ----------------
(B) Principal amount* (B)
-------------- ----------------
(C) Competitive Bid Rate** (C)
-------------- ----------------
(D) Interest Period and the last day thereof*** (D)
-------------- ----------------
----------------------------------------
</TABLE>

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 by Borrower and which may exceed such
Lender's Committed Sum under Facility A or Facility B, as applicable
(subject to the

FACILITY B - EXHIBIT B-5
<PAGE> 153
limitations set forth in SECTION 2.4(a) of the Facility A Agreement or
SECTION 2.2(a) of the Facility B Agreement). Multiple bids will be
accepted by Facility A Administrative Agent or Facility B
Administrative Agent (as applicable).
** Eurodollar Rate + _____________% or - ____________%, in the case of
Eurodollar 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.

2 FACILITY B - EXHIBIT B-5
<PAGE> 154
EXHIBIT B-6

FORM OF TERM CONVERSION REQUEST

______________ __, ____*

NationsBank of Texas, N.A.
as Facility B Administrative Agent for
the Facility B Lenders as defined
in the Credit Agreement referred to below
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Mickey McLean
Fax: (214) 508-2515

Reference is made to the Facility B Revolving Credit and Term Loan
Agreement, dated as of July 3, 1997 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among the undersigned, the
Facility B 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 of the Credit
Agreement that it requests the Facility B Principal Debt be converted to a Term
Loan. In connection with this request, Borrower hereby sets forth below the
terms on which such conversion is requested to be made:

(A) Type of Borrowing(s)**
----------
(B) For Eurodollar Rate Borrowings, the Interest Period(s)
and the last day(s) thereof***
----------
(C) Term Conversion Date
----------

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 on
the date hereof, and will be true and correct on the Term Conversion Date
specified herein after giving effect to the Term Loan conversion:

(a) no Default or Potential Default has occurred and is
continuing;

(b) the Restricted Companies have obtained all necessary
authorizations for such extension of loan maturity effected by the
Term Loan conversion, and Borrower has delivered to Administrative
Agent (i) legal opinions of the Restricted Companies' regulatory
counsel, in form and substance acceptable to Administrative Agent and
its counsel, confirming that all necessary Authorizations have been
obtained by the Restricted Companies and no further approvals,
authorizations, consents, adjudications or orders of the FCC or any
state PUC are required to be obtained by the Restricted Companies in
connection with such extension of maturity, and (ii) any other
evidence of such necessary Authorizations as Administrative Agent or
its counsel may reasonably request.

FACILITY B - EXHIBIT B-6
<PAGE> 155
Very truly yours,

WORLDCOM, INC.

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

Rate:
--------
Confirmed by:
-------------------------

* This Term Conversion Request must be delivered by Borrower to
Administrative Agent no sooner than 90 days (and not later than 15
days) preceding the Facility B Termination Date.
** Eurodollar Rate Borrowing(s) or Base Rate Borrowing(s).
*** Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months.
In no event may the Interest Period(s) end after the Facility A
Termination Date in effect on the date of this Term Conversion Request.

2 FACILITY B - EXHIBIT B-6
<PAGE> 156
EXHIBIT C

FORM OF ADMINISTRATIVE QUESTIONNAIRE

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 Drafts of Loan Papers at
Lender:
-------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------.

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:

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

<TABLE>
<CAPTION>
CREDIT CONTACT OPERATIONS CONTACT LEGAL COUNSEL
-------------- ------------------ -------------
<S> <C> <C> <C>
NAME:
------------------ ------------------ ------------------

TITLE:
------------------ ------------------ ------------------

ADDRESS:
------------------ ------------------ ------------------

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

TELEPHONE:
------------------ ------------------ ------------------

FACSIMILE #:
------------------ ------------------ ------------------

ANSWERBACK:
------------------ ------------------ ------------------
</TABLE>

FACILITY B - EXHIBIT C
<PAGE> 157
PAYMENT INSTRUCTIONS

FED WIRE INSTRUCTIONS

PAY TO:
---------------------------------------------------------------
(Name of Lender)

---------------------------------------------------------------
(Address)

---------------------------------- --------------------
(City) (State) (Zip)

---------------------------------------------------------------
(ABA #) (Account #)

---------------------------------------------------------------
(Attention)

NATIONSBANK PAYMENT INSTRUCTIONS

PAY TO: NationsBank TX
Dallas, Texas
ABA #: 111000025

ATTENTION: Commercial Loan Operations

REFERENCE: WorldCom Inc.

ACCOUNT #: 120-2000-883

2 FACILITY B - EXHIBIT C
<PAGE> 158
EXHIBIT D-1

FORM OF COMPLIANCE CERTIFICATE

FOR _______________ ENDED _______________________________ , ____

DATE:_______________________________, ____

ADMINISTRATIVE AGENT: NationsBank of Texas, N.A.

BORROWER: WorldCom, Inc.
- --------------------------------------------------------------------------------

I certify to Lenders that:

(a) I am a Responsible Officer of the Consolidated Companies in
the position(s) set forth under my signature below;

(b) the Financial Statements of the Consolidated Companies (and
the separate Financial Statements for (i) MFS and its Subsidiaries and (ii)
each other Unrestricted Subsidiary, as applicable) attached to this certificate
were prepared in accordance with GAAP, and present fairly in all material
respects the consolidated (as to the Consolidated Companies and as to MFS and
its Subsidiaries, as applicable) financial condition and results of operations
of those companies as of, and for the (three, six, or nine months, or fiscal
year) ended on, ____________________________________________, ___________ (the
"SUBJECT PERIOD") [(subject only to normal year-end audit adjustments)];

FACILITY B - EXHIBIT D-1
<PAGE> 159
(e) as of the date hereof, to my knowledge, the aggregate Debt
(including, without limitation, the amounts outstanding as of the date hereof
under Capital Leases and Debt assumed or created in connection with any
Permitted Acquisition) of the Restricted Companies restricted by SECTIONS
7.12(d) and 7.12(e) of each of Facility A Agreement and Facility B Agreement is
$_____________, which amount is equal to or less than $_______ [7.5% of the
amount of Total Debt for which the Restricted Companies may be obligated without
violating the Leverage Ratio requirements of SECTIONS 7.28(a) of the Facility A
Agreement and the Facility B Agreement];

(f) as of the date hereof, to my knowledge, the aggregate Debt
(including, without limitation, the amounts outstanding as of the date hereof
under Capital Leases and Debt assumed or created in or created in connection
with any Permitted Acquisition) of the Restricted Subsidiaries restricted by
SECTIONS 7.12(d) and 7.12(e) of each of the Facility A Agreement and the
Facility B Agreement is $_______________, which amount is equal to or less than
$100,000,000; and

By
--------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

2 FACILITY B - EXHIBIT D-1
<PAGE> 160
ANNEX I TO COMPLIANCE CERTIFICATE

Status of Compliance with SECTIONS 7.28(a) and (b)
of the Facility A Agreement and the Facility B Agreement(1)

(All on consolidated basis for the Restricted Companies at the
end of Subject Period)

<TABLE>
<S> <C> <C> <C> <C>
1. SECTION 7.28(a) - LEVERAGE RATIO
--------------------------------

a. Total Debt* $
-------------
b. Amount of immediately-available cash or Cash
Equivalents owned by the Restricted Companies* $
-------------
c. Market value of any immediately-available Marketable
Securities owned by the Restricted Companies* $
-------------
d. Total Debt (adjusted)* [Line (a) less Line (b) and (c)] $
-------------
e. Pre-tax income** $
-------------
f. Interest Expense** $
-------------
g. Depreciation expense** $
-------------
h. Amortization expense** $
-------------
i. Other non-cash charges** $
-------------
j. Non-recurring cash and non-cash merger and
restructuring charges related solely to Acquisitions
occurring during the Subject Period* (not to exceed
$100,000,000 in the aggregate from the Closing Date
to the end of the Subject Period)** $
-------------
k. Extraordinary Losses** $
-------------
l. Losses accounted for on the "equity" method of
accounting (other than dividends actually received
by any Restricted Company from such Person)** $
-------------
m. Extraordinary gains** $
-------------
n. Gains accounted for on the "equity" method of
accounting (other than dividends actually received
by any Restricted Company from such Person)** $
-------------
o. Operating Cash Flow**
Sum of Lines e through l minus
Lines m and n $
-------------
p. Operating Cash Flow from Unrestricted Subsidiaries** $
-------------
q. 7.5% of Line (o) $
-------------
r. If positive, the amount by which Line (p) exceeds Line (q) $
-------------
s. Operating Cash Flow (adjusted) (Line (o) minus (r)) $
-------------
t. Annualized Operating Cash Flow --
Line s multiplied by 4

u. Actual Leverage Ratio -- The ratio of (Line d to Line t) :
-------------
v. Maximum ratio for Subject Period 4.50 : 1.00
-------------

2. SECTION 7.28(b) - CONSOLIDATED NET WORTH
----------------------------------------

a. Consolidated Net Worth*** $
-------------
</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 FACILITY B - EXHIBIT D-1
<PAGE> 161
<TABLE>
<S> <C> <C>
b. To the extent deducted in the calculation of
Consolidated Net Worth, non-recurring cash and
non-cash charges made by the Restricted Companies
in connection with any mergers or corporate
restructurings relating solely to Acquisitions
occurring on or after the Closing Date
(maximum of $100,000,000 for all periods
following the Closing Date) $
-------------
c. Consolidated Net Worth (adjusted) - Line a plus Line b $
-------------
d. Consolidated Net Worth at 12/31/96 $
-------------
e. 75% of Line (d) $
-------------
f. Consolidated Net Income of the Restricted $
Companies for each fiscal quarter of the Restricted -------------
Companies ending after 12/31/96

g. 50% of Line (f) $
-------------
h. Net Cash Proceeds from Equity Issuance occurring on or $
after the Closing Date -------------

i. 75% of Item h $
-------------
j. Minimum Consolidated Net Worth (sum of Items (e), (g), $
and (i) -------------

k. Consolidated Net Worth equals or exceeds Minimum Yes / No
----- -----
Consolidated Net Worth (Item (c) equals or exceeds
Item (j)
</TABLE>

* As of the last day of the Subject Period
** For the three month period ending on the last day of the
Subject Period.
*** At the end of the fiscal quarter.

4 FACILITY B - EXHIBIT D-1
<PAGE> 162
ANNEX II TO COMPLIANCE CERTIFICATE

[ATTACH REVISED OR SUPPLEMENTAL SCHEDULES 6.2 AND 6.3 (AS APPLICABLE)
IN CONNECTION WITH PERMITTED ACQUISITIONS
DESCRIBED IN ITEM (g) OF COMPLIANCE CERTIFICATE]

5 FACILITY B - EXHIBIT D-1
<PAGE> 163
EXHIBIT D-2

FORM OF PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

ADMINISTRATIVE AGENT: NationsBank of Texas, N.A. DATE:
-----------------

BORROWER: WorldCom, Inc.

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

_________________ [name of Company] intends to acquire
________________________ (the "SUBJECT ACQUISITION"), on ________ __, ____ (the
"ACQUISITION DATE"). In connection with such Subject Acquisition, Borrower
hereby confirms the following:

(a) all of the representations and warranties under the Loan
Papers are true and correct immediately prior to and after giving effect to the
Subject Acquisition;

FACILITY B - EXHIBIT D-2
<PAGE> 164
(d) prior to the consummation of the Subject Acquisition, Borrower
has delivered to Administrative Agent all supplements to, or revisions of,
SCHEDULES 6.13, 7.12, 7.13 and 7.20 to each of the Facility A Agreement and the
Facility B Agreement which are required to make the disclosures in such
Schedules accurate after giving effect to the Subject Acquisition, and has
obtained the consent of Determining Lenders with respect to such revised or
supplemental Schedules ([ ] check here if no such revised or supplemental
Schedules are required as a result of the Subject Acquisition).

WORLDCOM, INC.

*By
-------------------------------------

(Name)
----------------------------------
(Title)
---------------------------------

* Must be a Responsible Officer of Borrower.

2 FACILITY B - EXHIBIT D-2
<PAGE> 165
SCHEDULE TO PERMITTED ACQUISITION
COMPLIANCE CERTIFICATE

Status of compliance with the Facilities(1)

1. The Purchase Price of the Subject Acquisition is $__________. [This
Permitted Acquisition Compliance Certificate only needs to be
completed with respect to Acquisitions with a Purchase Price of
$250,000,000 or more.]

2. SECTION 7.28(a) - LEVERAGE RATIO

<TABLE>
<S> <C>
a. Total Debt* $
-------------
b. Amount of immediately-available cash or Cash
Equivalents owned by the Restricted Companies* $
-------------
c. Market value of any immediately-available Marketable
Securities owned by the Restricted Companies* $
-------------
d. Total Debt (adjusted)* [Line (a) less Line (b) and (c)] $
-------------
e. Pre-tax income** $
-------------
f. Interest Expense** $
-------------
g. Depreciation expense** $
-------------
h. Amortization expense** $
-------------
i. Other non-cash charges** $
-------------
j. Non-recurring cash and non-cash merger and
restructuring charges related solely to Acquisitions
occurring during the Subject Period* (not to exceed
$100,000,000 in the aggregate from the Closing Date
to the end of the Subject Period)** $
-------------
k. Extraordinary Losses** $
-------------
l. Losses accounted for on the "equity" method of
accounting (other than dividends actually received
by any Restricted Company from such Person)** $
-------------
m. Extraordinary gains** $
-------------
n. Gains accounted for on the "equity" method of
accounting (other than dividends actually received
by any Restricted Company from such Person)** $
-------------
o. Operating Cash Flow**
Sum of Lines e through l minus
Lines m and n $
-------------
p. Operating Cash Flow from Unrestricted Subsidiaries** $
-------------
q. 7.5% of Line (o) $
-------------
r. If positive, the amount by which Line (p) exceeds Line (q) $
-------------
s. Operating Cash Flow (adjusted) (Line (o) minus (r)) $
-------------
t. Annualized Operating Cash Flow -- Line s multiplied by 4

u. Actual Leverage Ratio -- The ratio of (Line d to Line t) :
-------------
v. Maximum ratio for Subject Period 4.50 : 1.00
-------------
</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 FACILITY B - EXHIBIT D-2
<PAGE> 166
the Facility B Agreement (including, without limitation, amounts
outstanding on the date of consummation of the Subject Acquisition
under Capital Leases, Debt assumed or created in connection with any
Permitted Acquisition, and any Existing Debt pursuant to SECTIONS
7.12(d) of each of the Facility A Agreement and the Facility B
Agreement) is $_________, which is less than or equal to 7.5% of the
amount of Total Debt for which the Restricted Companies may be
obligated without violating the Leverage Ratio requirements of
SECTIONS 7.28(a) of each of the Facility A Agreement and the Facility
B Agreement.

4. After giving effect to the Subject Acquisition, the aggregate Debt of
the Restricted Subsidiaries incurred pursuant to SECTIONS 7.12(e) of
each of the Facility A Agreement and the Facility B Agreement,
including, without limitation, the amounts outstanding as of the date
hereof under Capital Leases, Debt assumed or created in connection
with any Permitted Acquisition, and any Existing Debt incurred
pursuant to SECTION 7.12(d) of each of Facility A Agreement and
Facility B Agreement is $__________, which amount is equal to or less
than $100,000,000.

4 FACILITY B - EXHIBIT D-2
<PAGE> 167
EXHIBIT E

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the Facility B Revolving Credit and Term Loan
Agreement dated as of July 3, 1997 (as amended, modified, supplemented, or
restated from time to time, the "FACILITY B AGREEMENT") among WORLDCOM, INC., a
Georgia corporation ("BORROWER"), the Facility B Lenders, the Agents, the
Co-Agents (each such term as defined in the Facility B Agreement), and
NATIONSBANK OF TEXAS, N.A., as the Administrative Agent for Facility B Lenders
("ADMINISTRATIVE AGENT"). Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Facility B
Agreement.

The "ASSIGNOR" and the "ASSIGNEE" referred to on SCHEDULE 1 agree as
follows:

1. The Assignor hereby sells and assigns to the Assignee, without
recourse and without representation or warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's Rights and obligations under the Facility B
Agreement and the related Facility B Loan Papers as of the date hereof equal to
the percentage interest specified on SCHEDULE 1 (excluding any outstanding
Competitive Borrowings owed to the Assignor [unless the Assignor is selling all
of its Rights and obligations under the Facility B Loan Papers]. After giving
effect to such sale and assignment, the Assignor's and the Assignee's Facility
B Committed Sums and the amount of the Borrowings under Facility B owing to
each of them will be as set forth on SCHEDULE 1.

2. The Assignor (i) represents and warrants that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Facility B Loan Papers or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Facility B Loan Papers or any other
instrument or document furnished pursuant thereto; (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any party to any Facility B Loan Paper or the
performance or observance by any such party of any of its obligations under the
Facility B Loan Papers or any other instrument or document furnished pursuant
thereto; and (iv) attaches the Notes held by the Assignor (to the extent the
Facility B Principal Debt being assigned and owed to the Assignor is evidenced
by Notes) and requests that Administrative Agent exchange such Notes for new
Notes if so requested by either the Assignor or Assignee. Such new Notes shall
be prepared in accordance with the provisions of SECTION 3.1(b) of the Facility
B Agreement and will reflect the respective Committed Sums of the Assignee and
the Assignor after giving effect to this Assignment and Acceptance.

3. The Assignee (i) confirms that it has received a copy of the
Facility B Agreement, together with copies of the Current Financials and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance; (ii)
agrees that it will, independently and without reliance upon the Administrative
Agent, the Assignor, or any other Facility B Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Facility
B Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and
authorizes Administrative Agent to take such action as "Administrative Agent"
on its behalf and to exercise such powers and discretion under the Facility B
Agreement as are delegated to Administrative Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Facility B Agreement are required to be
performed by it as a Facility B Lender; and (vi) attaches any U.S. Internal
Revenue Service or other forms required under SECTION 10.9 of the Facility B
Agreement.

FACILITY B - EXHIBIT E
<PAGE> 168
4. Following the execution of this Assignment and Acceptance, it
will be delivered to Administrative Agent for acceptance and recording by the
Administrative Agent. The effective date for this Assignment and Acceptance
(the "EFFECTIVE DATE") shall be the date of acceptance hereof by Administrative
Agent, unless otherwise specified on SCHEDULE 1.

5. Upon such acceptance and recording by Administrative Agent, as
of the Effective Date, (i) the Assignee shall be a party to the Facility B
Agreement and, to the extent provided in this Assignment and Acceptance, have
the Rights and obligations of a Facility B Lender thereunder, and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its Rights and be released from its obligations under the Facility B
Agreement.

6. Upon such acceptance and recording by Facility B
Administrative Agent, from and after the Effective Date, Administrative Agent
shall make all payments under the Facility B Agreement, the Notes (to the
extent the Facility B Principal Debt owed to the Assignee is evidenced by
Notes), and loan accounts in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and
commitment fees and other fees with respect thereto) to the Assignee. The
Assignor and Assignee shall make all appropriate adjustments in payments under
the Facility B Agreement and the other Facility B Loan Papers for periods prior
to the Effective Date directly between themselves.

7. Unless the Assignee is a Facility B Lender or an Affiliate of
a Facility B Lender (and this sale and assignment is not made in connection
with the sale of such Affiliate), this Assignment and Acceptance is conditioned
upon the consent of Borrower and Administrative Agent pursuant to the
definition of "Eligible Assignee" in the Facility B Agreement. The execution
and delivery of this Assignment and Acceptance by Borrower and Administrative
Agent is evidence of this consent.

8. As contemplated by SECTION 11.14(b)(v) of the Facility B
Agreement, the Assignor or the Assignee (as determined between the Assignor and
the Assignee) agrees to pay to Administrative Agent for its account on the
Effective Date in federal funds a processing fee of $3,500.

9. THIS ASSIGNMENT AND ACCEPTANCE 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.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused SCHEDULE
1 to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.

2 FACILITY B - EXHIBIT E
<PAGE> 169
SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE AGREEMENT

Assignor's Facility B Committed Sum: $
-------

Assignee's Facility B Committed Sum: $
-------

Aggregate outstanding principal amount
of Borrowings under Facility B assigned
(must be at least equal to $10,000,000): $
-------

Effective Date (if other than date of
acceptance by Administrative Agent): * ,
---------------- -- ---

[NAME OF ASSIGNOR], as Assignor

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

Dated:__ ____, ______

[NAME OF ASSIGNEE], as Assignee

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

Dated:__ ____, ______

3 FACILITY B - EXHIBIT E
<PAGE> 170
If SECTION 11.14(b) and CLAUSE (c) of the definition of "Eligible
Assignee" of the Facility B Agreement so require, Borrower and Administrative
Agent consent to this Assignment and Acceptance.

WORLDCOM, INC., as Borrower

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

Dated:__ ____, ______

NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent

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

Dated:__ ____, ______

* This date should be no earlier than five Business Days after
the delivery of this Assignment and Acceptance to Facility A
Administrative Agent.

4 FACILITY B - EXHIBIT E
<PAGE> 171
EXHIBIT F-1

FORM OF OPINION OF GENERAL COUNSEL OF BORROWER

July 3, 1997

NationsBank of Texas, N.A., in its capacities as
Facility A Administrative Agent and
Facility B Administrative Agent

Bank of America NT & SA,
Bank of Montreal,
The Bank of New York,
The Bank of Nova Scotia,
Bank of Tokyo-Mitsubishi Trust Company,
Barclays Bank PLC,
Canadian Imperial Bank of Commerce,
The Chase Manhattan Bank,
Citibank, N.A.,
Credit Lyonnais New York Branch,
First Union National Bank,
Fleet National Bank,
The Industrial Bank of Japan, Limited, Atlanta Agency,
Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and
Toronto Dominion (Texas), Inc.:
as Agents under the Facility A Agreement and the Facility B Agreement.

Each of the Lenders named in Schedules 2.1 to the Facility A Agreement and the
Facility B Agreement referred to below

RE: CREDIT FACILITIES OF WORLDCOM, INC.

Ladies and Gentlemen:

FACILITY B - EXHIBIT F-1
<PAGE> 172
This opinion is delivered pursuant to SECTIONS 5.1 of each of the
Facility A Agreement and the Facility B Agreement and PARAGRAPHS 8 of SCHEDULES
5.1 to each of the Facility A Agreement and the Facility B Agreement. Unless
otherwise defined, each capitalized term used herein has the meaning given to
such term in the Facility A Agreement and the Facility B Agreement.

Based upon the foregoing, and subject to the qualifications and
limitations herein contained, it is my opinion that:

2. Each of the Transaction Documents have been duly executed and
delivered by Borrower.

2 FACILITY B - EXHIBIT F-1
<PAGE> 173
3. The Transaction Documents 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).

4. The execution, delivery and performance of and compliance with
the terms of the Transaction Documents will not cause any Borrower to be in
violation of its Second Amended and Restated Articles or Certificates of
Incorporation or Bylaws.

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.

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;

3 FACILITY B - EXHIBIT F-1
<PAGE> 174
(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;

(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;

(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 Transaction Documents, and no person
other than the Facility A Administrative Agent, the Facility B Administrative
Agent, each Agent under the Facility A Agreement and the Facility B Agreement,
each Lender, and each assignee which hereafter becomes a Lender as permitted by
either the Facility A Agreement or the Facility B 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 FACILITY B - EXHIBIT F-1
<PAGE> 175
EXHIBIT F-2

FORM OF OPINION SPECIAL COMMUNICATIONS COUNSEL
[KELLEY DRYE & WARREN, L.L.P.]

July 3, 1997

NationsBank of Texas, N.A.
as Facility A Administrative Agent and
Facility B Administrative Agent

Bank of America NT & SA,
Bank of Montreal,
The Bank of New York,
The Bank of Nova Scotia,
Bank of Tokyo-Mitsubishi Trust Company,
Barclays Bank PLC,
Canadian Imperial Bank of Commerce,
The Chase Manhattan Bank,
Citibank, N.A.,
Credit Lyonnais New York Branch,
First Union National Bank,
Fleet National Bank,
The Industrial Bank of Japan, Limited, Atlanta Agency,
Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and
Toronto Dominion (Texas), Inc.

Each of the Lenders named on SCHEDULES 2.1 to each of the Facility A Agreement
and the Facility B Agreement referred to below

Ladies and Gentlemen:

FACILITY B - EXHIBIT F-2
<PAGE> 176
Except as otherwise defined herein, capitalized terms defined in the
Facility A Agreement and the Facility B Agreement are used herein as defined
therein. This opinion is being delivered pursuant to SECTIONS 5.1 and
PARAGRAPHS 8 of SCHEDULES 5.1 of each of the Facility A Agreement and the
Facility B Agreement.

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 Facility A Agreement or
the Facility B Agreement, or for the legality, validity or

2 FACILITY B - EXHIBIT F-2
<PAGE> 177
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 Facility A Agreement or
the Facility B 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 authority
to extend the maturity dates of Facility A and Facility B past June
30, 2001, and to borrow under Facility B. The Borrower has filed
applications with each Applicable PUC listed on SCHEDULE III
sufficient to extend such maturity dates and to authorize Borrowings
under Facility B.

2. Each Restricted 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 the network or
telecommunications facilities owned or leased by the Restricted
Companies (collectively, the "NETWORK FACILITIES"). All of the
certificates and licenses are duly and validly held by the applicable
Restricted 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.

3. The execution and delivery, and the performance and compliance
with the terms and provisions by Borrower, of the Facility A Agreement
and the Facility B Agreement: (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.

3 FACILITY B - EXHIBIT F-2
<PAGE> 178
PUC to the Restricted Companies, and the Restricted 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.

Very truly yours,

KELLEY DRYE & WARREN LLP

By:
----------------------------------
Brad E. Mutschelknaus
Member of the Firm

4 FACILITY B - EXHIBIT F-2
<PAGE> 179
SCHEDULE I
TO OPINION OF SPECIAL COMMUNICATIONS COUNSEL TO BORROWER

LIST OF RESTRICTED SUBSIDIARIES

5 FACILITY B - EXHIBIT F-2
<PAGE> 180
SCHEDULE II
TO OPINION OF SPECIAL COMMUNICATIONS COUNSEL TO BORROWER

LIST OF APPLICABLE PUC'S

6 FACILITY B - EXHIBIT F-2
<PAGE> 181
LIST OF APPLICABLE PUC'S (CONT'D)

7 FACILITY B - EXHIBIT F-2
<PAGE> 182
SCHEDULE III
TO OPINION OF SPECIAL COMMUNICATIONS COUNSEL TO BORROWER

APPLICABLE PUC'S REQUIRING PRIOR APPROVAL

8 FACILITY B - EXHIBIT F-2
<PAGE> 183
SCHEDULE IV
TO OPINION OF SPECIAL COMMUNICATIONS COUNSEL TO BORROWER

STATES IN WHICH INTRASTATE OPERATIONS ARE CONDUCTED

9 FACILITY B - EXHIBIT F-2
<PAGE> 184
EXHIBIT F-3

FORM OF OPINION OF SPECIAL NEW YORK COUNSEL
[BRYAN CAVE]

July 3, 1997

NationsBank of Texas, N.A.
as Facility A Administrative Agent and
Facility B Administrative Agent

Bank of America NT & SA,
Bank of Montreal,
The Bank of New York,
The Bank of Nova Scotia,
Bank of Tokyo-Mitsubishi Trust Company,
Barclays Bank PLC,
Canadian Imperial Bank of Commerce,
The Chase Manhattan Bank,
Citibank, N.A.,
Credit Lyonnais New York Branch,
First Union National Bank,
Fleet National Bank,
The Industrial Bank of Japan, Limited, Atlanta Agency,
Morgan Guaranty Trust Company of New York,
Royal Bank of Canada, and
Toronto Dominion (Texas), Inc.

Each of the Lenders named on SCHEDULES 2.1 to each of the Facility A Agreement
and the Facility B Agreement referred to below

Ladies and Gentlemen:

FACILITY B - EXHIBIT F-3
<PAGE> 185
This opinion is furnished to you pursuant to SECTIONS 5.1 of
each of the Facility A Agreement and the Facility B Agreement and PARAGRAPHS 8
of SCHEDULES 5.1 each of the Facility A Agreement and the Facility B Agreement.
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the Facility A Agreement and the Facility B Agreement.

For purposes of the opinions expressed herein, we have
examined the following documents:

(a) A copy of the Facility A Agreement;

(b) A copy of the Facility B Agreement;

(d) A copy of a Secretary's Certificate for the Borrower
dated as of the date hereof (the "SECRETARY'S CERTIFICATE"), including the
following exhibits appended to each such Secretary's Certificate:

<TABLE>
<S> <C>
Exhibit A Second Amended and Restated Certificate of Incorporation
Exhibit B Certificate of Existence
Exhibit C By-Laws
Exhibit D Authorizing Resolutions/Unanimous Written Consents
</TABLE>

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 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.

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:

2 FACILITY B - EXHIBIT F-3
<PAGE> 186
(1) Each of the Transaction Documents constitute
the valid and legally binding obligation of the
Borrower, enforceable against Borrower in accordance
with its terms.