WORLDCOM INC /GA/, 8-K, 1998-08-07

WORLDCOM INC /GA/
8-K, 1998-08-07
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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): August 6, 1998

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

Georgia 0-11258 58-1521612
(State or Other (Commission File (IRS 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 August 6, 1998, WorldCom, Inc. ("WorldCom" or the "Company")
replaced its existing $3.75 billion and $1.25 billion revolving credit
facilities (the "Old Credit Facilities") with $12.0 billion in credit
facilities consisting of a $3.75 billion Amended and Restated Facility
A Revolving Credit Agreement ("Facility A Loans"), a $1.25 billion
Amended and Restated Facility B Term Loan Agreement ("Facility B
Loans") and a new $7 billion 364-Day Revolving Credit and Term Loan
Agreement (the "Facility C Loans") (the Facility C Loans together with
the Facility A Loans and Facility B Loans, the "New Credit
Facilities"); provided, however, that if, on or before October 5, 1998,
either (i) the Company's merger with MCI Communications Corporation
(the "MCI/WorldCom Merger") has not been consummated and all necessary
and material consents and approvals have not been obtained with respect
thereto, or (ii) the Company has not delivered written confirmation of
the consummation of the MCI/WorldCom Merger, a copy of the Certificate
of Merger filed with respect thereto and an opinion of counsel
satisfactory to the lenders under the Facility C Loans, the $7 billion
commitment with respect to the Facility C Loans will be automatically
reduced to $3 billion and the Company is required to make any necessary
prepayments as a result thereof. The Facility A Loans and the Facility
B Loans mature on June 30, 2002. The Facility C Loans 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 51
percent of the committed amounts consent. Additionally, effective as of
the end of such 364 day term, the Company may elect to convert up to $4
billion of the principal debt outstanding under, or in the case of a
reduction in the commitment as contemplated in the prior sentence,
$1.714 billion, of the Facility C Loans from revolving loans to term
loans with a maturity date no later than one year after the conversion.
The New Credit Facilities bear interest payable in varying periods,
depending on the interest period, not to exceed six months, or with
respect to any Eurodollar Rate borrowing, 12 months if available to all
lenders, at rates selected by the Company under the terms of the New
Credit Facilities, including a Base Rate or Eurodollar Rate, plus the
applicable margin. The applicable margin for the Eurodollar Rate
borrowing varies from 0.35% to 0.75% as to Facility A Loans and
Facility B Loans and from 0.225% to 0.450% as to Facility C Loans, in
each case based upon the better of certain debt ratings. 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 a financial covenant
based on the ratio of total debt to total capitalization, calculated on
a consolidated basis. The New Credit Facilities require compliance with
certain operating covenants which limit, among other things, the
incurrence of additional indebtedness by the Company and its
subsidiaries, sales of assets and mergers and dissolutions, which
covenants are generally less restrictive than those contained in the
Old Credit Facilities and which do not restrict distributions to
shareholders, provided the Company is not in default under the New
Credit Facilities. The Facility A Loans and the Facility C Loans are
subject to annual commitment fees not to exceed 0.25% and 0.12%,
respectively, of any unborrowed portion of the facilities.

<PAGE> 3

(b) On August 6, 1998, the Company completed the pricing of a public
debt offering of $6.1 billion principal amount of debt securities. The net
proceeds, which are anticipated to be paid on August 11, 1998, are expected to
be $6.04 billion and will be used to pay down commercial bank debt and for
general corporate purposes.

The public debt offering consists of $1.5 billion of 6.125% Notes Due 2001 (the
"Notes Due 2001"), which will mature on August 15, 2001, $600 million of 6.25%
Notes Due 2003 (the "Notes Due 2003"), which will mature on August 15, 2003,
$2.25 billion of 6.4% Notes Due 2005 (the "Notes Due 2005"), which will mature
on August 15, 2005 and $1.75 billion of 6.95% Notes Due 2028 (the "Notes Due
2028"), which will mature on August 15, 2028 (collectively, with the Notes Due
2001, the Notes Due 2003, the Notes 2005 and the Notes Due 2028, the "Notes"),
bear interest payable semiannually in arrears on February 15 and August 15 of
each year, commencing on February 15, 1999.

The Notes will be redeemable, as a whole or in part, at the option of the
Company, at any time or from time to time, at respective redemption prices equal
to the greater of (i) 100% of the principal amount of the Notes to be redeemed
or (ii) the sum of the present values of the Remaining Scheduled Payments (as
defined therein) discounted at the Treasury Rate (as defined therein) plus (a)
10 basis points for the Notes Due 2001, (b) 15 basis points for the Notes Due
2003, (c) 15 basis points for the Notes Due 2005, or (d) 20 basis points for the
Notes Due 2028, plus in the case of each of clause (i) and (ii) accrued interest
to the date of redemption.

The offering will only be made by means of a prospectus, which may be obtained
from Salomon Smith Barney, Seven World Trade Center, New York, New York,
10048. This Form 8-K shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state.

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>
1.1 Underwriting agreement dated August 6, 1998, between WorldCom, Inc.
("WorldCom") and Salomon Brothers Inc and the other firms named therein,
acting severally on behalf of themselves as Managers and Underwriters and
on behalf of the other several Underwriters, if any, named in the Terms Agreement

1.2 Terms Agreement, dated August 6, 1998, between WorldCom, and
Salomon Brothers Inc and the other firms named therein, acting severally on
behalf of themselves as Managers and Underwriters and on behalf of the other several
Underwriters named therein

4.1 Form of 6.125% Notes Due 2001

4.2 Form of 6.25% Notes Due 2003

4.3 Form of 6.4% Notes Due 2005

4.4 Form of 6.95% Notes Due 2028

4.5 Senior Indenture dated March 1, 1997 by and between WorldCom and The
Chase Manhattan Bank, as successor trustee to Mellon Bank N.A.
(incorporated herein by reference to Exhibit 4.6 to WorldCom's Quarterly
Report on Form 10-Q for the period ended March 31, 1997 (File No. 0-11258)

<PAGE> 4

<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
-------- -----------
<S> <C>
Barclays Bank PLC, The Chase Manhattan Bank,
Citibank, N.A., Morgan Guaranty Trust
Company of New York, and Royal Bank of
Canada (Co-Syndication Agents) and the
lenders named therein dated as of August 6,
1998.

10.2 Amended and Restated Facility B Term Loan Agreement among
WorldCom, Inc. (borrower), NationsBank, N.A. (Arranging Agent
and Administrative Agent), NationsBanc Montgomery Securities
LLC (Lead Arranger), Bank of America NT & SA, Barclays Bank
PLC, The Chase Manhattan Bank, Citibank, N.A., Morgan
Guaranty Trust Company of New York, and Royal Bank of Canada
(Co-Syndication Agents) and the lenders named therein dated as of
August 6, 1998.

10.3 364-Day Revolving Credit and Term Loan Agreement among
WorldCom, Inc. (borrower), NationsBank, N.A. (Arranging Agent
and Administrative Agent), NationsBanc Montgomery Securities
LLC (Lead Arranger), Bank of America NT & SA, Barclays Bank
PLC, The Chase Manhattan Bank, Citibank, N.A., Morgan
Guaranty Trust Company of New York, and Royal Bank of Canada
(Co-Syndication Agents) and the lenders named therein dated as of
August 6, 1998.
</TABLE>

4
<PAGE> 5

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

August 7, 1998

<PAGE> 6

EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1.1 Underwriting agreement dated August 6, 1998, between WorldCom, Inc.
("WorldCom") and Salomon Brothers Inc and the other firms named therein, acting
severally on behalf of themselves as Managers and Underwriters and on behalf of the other
several Underwriters, if any, named in the Terms Agreement

1.2 Terms Agreement, dated August 6, 1998, between WorldCom, and
Salomon Brothers Inc and the other firms named therein, acting severally
on behalf of themselves as Managers and Underwriters and on behalf of the
other several Underwriters named therein

4.1 Form of 6.125% Notes Due 2001

4.2 Form of 6.25% Notes Due 2003

4.3 Form of 6.4% Notes Due 2005

4.4 Form of 6.95% Notes Due 2028

10.1 Amended and Restated Facility A Revolving Credit Agreement
among WorldCom, Inc.(borrower), NationsBank, N.A. (Arranging
Agent and Administrative Agent), NationsBanc Montgomery
Securities LLC (Lead Arranger), Bank of America NT & SA,
Barclays Bank PLC, The Chase Manhattan Bank,
Citibank, N.A., Morgan Guaranty Trust
Company of New York, and Royal Bank of
Canada (Co-Syndication Agents) and the
lenders named therein dated as of August 6,
1998.

<PAGE> 1
EXHIBIT 1.1
EXECUTION COPY

WORLDCOM, INC.

$6,100,000,000

6.125% Notes due 2001
6.250% Notes due 2003
6.400% Notes due 2005
6.950% Notes due 2028

Underwriting Agreement

August 6, 1998

WorldCom, Inc., a Georgia corporation (the "Company"), proposes to
sell to the several underwriters named in the Terms Agreement dated the date
hereof and relating hereto (the "Underwriters"), for whom you (the "Managers")
are acting as representatives, the principal amount of its securities
identified in such Terms Agreement (the "Securities" or the "Offered
Securities"), to be issued under an indenture (the "Indenture") dated as of
March 1, 1997, between the Company and The Chase Manhattan Bank, as successor
to Mellon Bank, N.A., as trustee (the "Trustee"). To the extent there are no
additional Underwriters listed in the Terms Agreement other than you, the term
Managers as used herein shall mean you, as Underwriters, and the terms Managers
and Underwriters shall mean either the singular or plural as the context
requires.

The term "you" or "your" as used herein, unless the context otherwise
requires, shall mean such of the parties to whom this Underwriting Agreement is
addressed as are named in the applicable Terms Agreement.

The Company has filed with the Securities and Exchange Commission (the
"Commission"), in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations thereunder (herein referred to
collectively as the "Act"), registration statements (File Nos. 333-45067 and
333-20911) on Form S-3, including a prospectus relating to the Securities, and
has filed or proposes to file with the Commission a prospectus supplement or
supplements specifically relating to the Offered Securities pursuant to Rule
424 under the Act in the form furnished by the Company to the Managers or, to
the extent not completed at the time of execution of the Terms

<PAGE> 2
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Agreement, in such form as the Company and the Managers shall have agreed to at
such time. The Company has also filed or proposes to file with the Commission
a registration statement pursuant to Rule 462(b) (Registration No. 333-
) under the Act registering additional Securities (the "Rule 462(b)
Registration Statement"). The term Registration Statement collectively means
the registration statements as amended to the date of the Terms Agreement,
together with the Rule 462(b) Registration Statement. The term "Basic
Prospectus" means the prospectus included in the Registration Statement. The
term "Prospectus" means the Basic Prospectus together with the prospectus
supplement (other than a preliminary prospectus supplement) specifically
relating to the Offered Securities in the form first used to confirm sales of
the Offered Securities. The term preliminary prospectus means a preliminary
prospectus supplement specifically relating to the Offered Securities, together
with the Basic Prospectus. As used herein, the terms "Registration Statement",
"Basic Prospectus", "Prospectus" and "preliminary prospectus" shall include, in
each case, the material, if any, incorporated by reference therein.

The Company and the Underwriters agree as follows:

SECTION 1. Representations and Warranties. The Company represents
and warrants to each of the Underwriters that:

(a) The Registration Statement has become effective, and with
respect to the Rule 462(b) Registration Statement, the Company will use its best
efforts to cause it to become effective as soon as practicable; no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or threatened by the Commission.

(b) (i) Each document, if any, filed or to be filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in the Prospectus complied or will comply when so
filed in all material respects with the Exchange Act and the applicable rules
and regulations of the Commission thereunder, (ii) each part of the
Registration Statement, when such part became effective, did not contain, and
each such part, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, (iii) the Registration Statement and the Prospectus comply,
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and, as amended or supplemented, if applicable, will comply in all material
respects with the Act and the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act") and the applicable rules and regulations of the
Commission thereunder and (iv) the Prospectus does not contain and, as amended
or supplemented, if applicable, will not, as of the applicable filing date as
to the Prospectus and any amendment or supplement thereto, contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no
representations or warranties as to (A) the information contained in or omitted
from the Registration Statement, or the Prospectus (or any supplement thereto)
in reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Underwriter through the Managers specifically
for use in connection with the preparation of the Registration Statement or the
Prospectus (or any supplement thereto) or (B) to that part of the Registration
Statement that constitutes the Statement of Eligibility and Qualification (Form
T-1) under the Trust Indenture Act.

(c) No action has been taken and no statute, rule, regulation or
order has been enacted, adopted or issued by any governmental agency or body
that prevents the issuance of the Offered Securities, suspends the
effectiveness of the Registration Statement, prevents or suspends the use of
any preliminary prospectus, or suspends the sale of the Offered Securities in
any jurisdiction referred to in Section 4(f) below; provided, however, that to
the extent this representation relates to state securities or "blue sky" laws
and laws of jurisdictions other than the United States and its political
subdivisions, it shall be limited to the knowledge of the Company. No
injunction, restraining order or order of any nature by a Federal or state
court of competent jurisdiction has been issued and served on the Company or
any of the Subsidiaries (as defined in Section l(e) below) with respect to the
Company or any of the Subsidiaries that would prevent or suspend the issuance
or sale of the Offered Securities, the effectiveness of the Registration
Statement, or the use of any preliminary prospectus in any jurisdiction
referred to in Section 4(f) below.
<PAGE> 4
4

(d) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as set forth in
the Prospectus, neither the Company nor any of the Subsidiaries has incurred
any liabilities or obligations, direct or contingent, which are material to the
Company and the Subsidiaries taken as a whole, nor entered into any material
transaction not in the ordinary course of business, and there has not been,
singularly or in the aggregate, any material adverse change, in the properties,
business, results of operations, financial condition, affairs or business
prospects of the Company and its Subsidiaries taken as a whole (a "Material
Adverse Change"). Without limiting the foregoing, neither the Company nor any
of its Subsidiaries has sustained since the date of the latest audited
financial statements included, or incorporated by reference, in the Prospectus
any material loss or interference with its business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus; and, since the respective dates as of
which information is given in the Registration Statement and the Prospectus,
except as set forth in the Prospectus, there has not been any material change
in the capital stock or long-term debt of the Company or any of the
Subsidiaries.

(e) WorldCom Network Services, Inc., MFS Communications Company,
Inc., UUNET Technologies, Inc., MFS Telecom, Inc. and IDB WorldCom,
Inc.(individually a "Subsidiary" and collectively, the "Subsidiaries") are the
Significant Subsidiaries of the Company (within the meaning of Rule 405 under
the Act). Each of the Company and the Subsidiaries (x) has been duly organized
and is validly existing as a corporation in good standing under the laws of its
jurisdiction of organization, (y) has the requisite corporate power and
authority to carry on its business as it is currently being conducted and as
described in the Prospectus, and to own, lease and operate its properties and
(z) is duly qualified and is authorized to do business and is in good standing
in each jurisdiction where the operation, ownership or leasing of property or
the conduct of its business requires such qualification, except where any
failure to be so qualified would not, singularly or when aggregated with
failures to be qualified elsewhere, have a material adverse effect on the
properties, business, results of operations, financial condition, affairs or
business prospects of the Company and its Subsidiaries taken as a whole (a
"Material Adverse Effect"). The Company has the requisite power and authority
to authorize the offering of
<PAGE> 5
5

the Offered Securities to be sold by it, to execute, deliver and perform this
Underwriting Agreement and to issue, sell and deliver the Offered Securities to
be sold by it.

(f) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly and validly authorized and are fully paid and nonassessable. All of
the issued and outstanding shares of capital stock of each Subsidiary have been
duly and validly authorized and issued, are fully paid and non-assessable and
(except as set forth or contemplated in the Prospectus) are owned, directly or
through subsidiaries, by the Company, free and clear of any liens, claims or
encumbrances ("Liens"). There are no outstanding subscriptions, rights,
warrants, options, calls, convertible securities, commitments of sale or Liens
related to or entitling any person to purchase or otherwise to acquire any
shares of the capital stock of any Subsidiary, except as set forth or
contemplated in the Prospectus.

(g) The Company has all requisite corporate power and authority to
execute, issue and deliver the Offered Securities and to execute and deliver
the Indenture and to incur and perform its obligations provided for therein.

(h) This Underwriting Agreement has been duly authorized and validly
executed and delivered by the Company.

(i) The Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, executed and delivered by the Company, and
constitutes the valid and legally binding obligation of the Company enforceable
against the Company in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general principles of equity.

(j) The Offered Securities have been duly authorized, and, when
executed by the Company and authenticated by the Trustee in accordance with the
terms of the Indenture, and delivered to and duly paid for by the Underwriters
in accordance with the terms of this Underwriting Agreement and the Terms
Agreement, will be entitled to the benefits of the Indenture and will conform
in all material respects to the description thereof in the Prospectus and will
constitute valid and legally binding
<PAGE> 6
6

obligations of the Company enforceable against the Company in accordance with
the terms hereof, subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general principles of equity.

(k) The execution and delivery of this Underwriting Agreement, the
issuance and sale of the Offered Securities, the performance by the Company of
this Underwriting Agreement and the Indenture, and the consummation of the
other transactions herein contemplated will not (x) conflict with or result in
a breach or violation of any of the respective charters or by-laws of the
Company or any of the Subsidiaries or (y) after giving effect to the waivers
and consents obtained on or prior to the date hereof, if any, conflict with or
result in a breach or violation of any term or provision of, constitute a
default or cause an acceleration of any obligation under, or result in the
imposition or creation of (or the obligation to create or impose) a Lien with
respect to, any bond, note, debenture or other evidence of indebtedness or any
indenture, mortgage, deed of trust or other agreement or instrument to which
the Company or any of the Subsidiaries is a party or by which it or any of them
is bound, or to which any properties of the Company or any of the Subsidiaries
is subject, or (z) contravene any order of any court or governmental agency or
body having jurisdiction over the Company or any of the Subsidiaries or any of
their properties, or violate or conflict with any statute, rule or regulation
or administrative or court decree applicable to the Company or any of the
Subsidiaries, or any of their respective properties. No authorization,
approval or consent or order of, or filing, registration or qualification with,
any court or governmental body or agency is required in connection with the
transactions contemplated by this Underwriting Agreement, except as may be
required by and made with or obtained from the National Association of
Securities Dealers, Inc. (the "NASD") or state securities or "blue sky" laws or
regulations or have been obtained and made under the Act.

(l) There is no action, suit or proceeding before or by any court,
arbitrator or governmental official, agency or body, domestic or foreign,
pending against or affecting the Company or any of the Subsidiaries, or any of
their respective properties, that is required to be disclosed in the Prospectus
and is not so disclosed, or that, if
<PAGE> 7
7

determined adversely, is reasonably expected to affect adversely the issuance
of the Offered Securities or in any manner draw into question the validity of
this Underwriting Agreement or the Offered Securities or to result, singularly
or when aggregated with other pending actions and actions known to be
threatened, in a Material Adverse Effect, or that is reasonably expected to
materially and adversely affect the consummation of the transactions
contemplated hereby, and to the best of the Company's knowledge, no such
proceedings are contemplated or threatened. No contract or document of a
character required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement is not so
described or filed.

(m) The firm of accountants that has certified or shall certify the
applicable consolidated financial statements and supporting schedules of the
Company filed or to be filed as part of the Registration Statement or the
Prospectus are independent public accountants with respect to the Company and
its subsidiaries, as required by the Act. The consolidated historical
statements and any pro forma information, together with related schedules and
notes, if any, included in the Registration Statement or the Prospectus comply
as to form in all material respects with the requirements of the Act. Such
historical financial statements fairly present the consolidated financial
position of the Company and its Subsidiaries at the respective dates indicated
and the results of their operations and their cash flows for the respective
periods indicated, in accordance with generally accepted accounting principles
("GAAP"), except as otherwise expressly stated therein, as consistently applied
throughout such periods. Such pro forma information has been prepared on a
basis consistent with such historical financial statements, except for the pro
forma adjustments specified therein, and gives effect to assumptions made on a
reasonable basis and fairly presents and gives effect to the transactions
described therein pertaining to such pro forma information. The other
financial and statistical information and data included in the Prospectus and
in the Registration Statement, historical and pro forma, are, in all material
respects, accurately presented and prepared on a basis consistent with such
financial statements and the books and records of the Company.
<PAGE> 8
8

(n) Each of the Company and the Subsidiaries has all certificates,
consents, exemptions, orders, permits, licenses, authorizations, or other
approvals (each, an "Authorization") of and from, and has made all declarations
and filings with, all Federal, state, local and other governmental authorities,
all self-regulatory organizations and all courts and other tribunals, necessary
or required to own, lease, license and use its properties and assets and to
conduct its business in the manner described in the Prospectus, except to the
extent that the failure to obtain or file any such Authorizations would not,
singularly or in the aggregate, reasonably be expected to have a Material
Adverse Effect. All such Authorizations are in full force and effect with
respect to the Company and the Subsidiaries, and the Company and the
Subsidiaries are in compliance in all material respects with the terms and
conditions of all such Authorizations and with the rules and regulations of the
regulatory authorities and governing bodies having jurisdiction with respect
thereto.

(o) Except as disclosed in the Prospectus, no holder of any security
of the Company has or will have any right to require the registration of such
security by virtue of the filing of the Registration Statement or any
transactions contemplated by this Underwriting Agreement other than any such
right that has been expressly waived in writing. No holder of any of the
outstanding shares of capital stock of the Company or other person is entitled
to preemptive or other rights to subscribe for the Offered Securities.

(p) The Company has not (i) taken, directly or indirectly, any action
designed to cause or to result in, or that has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the
Offered Securities or (ii) sold, bid for, purchased, or paid anyone any
compensation for soliciting purchases of, the Offered Securities, or (iii) paid
or agreed to pay to any person any compensation for soliciting another to
purchase any other securities of the Company.

SECTION 2. Delivery and Payment. The several commitments of the
Underwriters to purchase, and the obligation of the Company to sell, Securities
pursuant to any Terms Agreement shall be deemed to have been made on the basis
of the representations and warranties herein contained and shall be subject to
the terms and conditions herein set forth.
<PAGE> 9
9

Payment for the Offered Securities shall be made by the several
Underwriters of the Offered Securities through the Managers by a wire transfer
in Federal Funds or other same day funds at the time and place set forth in the
Terms Agreement, upon delivery to the Managers for the respective accounts of
the several Underwriters of the Offered Securities registered in such names and
in such denominations as the Managers shall request not less than two full
business days prior to the date of delivery. The time and date of such payment
and delivery with respect to the Offered Securities are herein referred to as
the Closing Date.

SECTION 3. Offering by Underwriters. The Company is advised by the
Managers that the Underwriters propose to make a public offering of their
respective portions of the Offered Securities as soon after this Underwriting
Agreement and the related Terms Agreement are entered into as in the Managers'
judgment is advisable. The terms of the public offering of the Offered
Securities are set forth in the Prospectus.

SECTION 4. Agreements. The Company agrees with the several
Underwriters, and in the case of paragraphs (g) and (h) of this Section 4, the
Underwriters agree with the Company:

(a) The Company will use its best efforts to cause the Registration
Statement, and any amendment thereof, to be declared effective by the
Commission. Prior to the termination of the offering of the Offered
Securities, the Company will not file any amendment of the Registration
Statement or supplement to the Prospectus without the prior consent of the
Managers, which consent shall not be unreasonably withheld. Subject to the
foregoing sentence, if filing of the Prospectus is required under Rule 424(b),
the Company will cause the Prospectus, properly completed, and any supplement
thereto to be filed with the Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will provide evidence
satisfactory to the Managers of such timely filing. The Company will promptly
advise the Managers (i) when the Registration Statement, and any amendment
thereto, shall have become effective, (ii) when the Prospectus, and any
supplement thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b), (iii) when, prior to termination of the offering of
the Offered Securities, any
<PAGE> 10
10

amendment to the Registration Statement shall have been filed or become
effective, (iv) of any request by the Commission for any amendment of the
Registration Statement or supplement to the Prospectus or for any additional
information, (v) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the Company becoming aware
of the institution or threatening of any proceeding for that purpose and (vi)
of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Offered Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the withdrawal
thereof.

(b) As soon as practicable, the Company will make generally available
to its security holders and to the Managers, an earnings statement or
statements of the Company and its Subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.

(c) To furnish the Managers, without charge, two manually or
facsimile signed copies of the Registration Statement (including exhibits
thereto and documents incorporated therein by reference) and, during the period
mentioned in paragraph (e) below, as many copies of the Prospectus, any
documents incorporated therein by reference, and any supplements and amendments
thereto as the Managers may reasonably request. The Company agrees to timely
file the Prospectus pursuant to Rule 424 and to provide the Managers with
evidence of such filing. The terms "supplement" and "amendment" or "amend" as
used in this Underwriting Agreement shall include all documents subsequently
filed by the Company with the Commission pursuant to the Exchange Act that are
deemed to be incorporated by reference in the Prospectus.

(d) Before amending or supplementing the Registration Statement or
the Prospectus, to furnish the Managers a copy of each such proposed amendment
or supplement and to file no such proposed amendment or supplement to which the
Managers reasonably objects in writing; provided that the foregoing shall not
apply to amendments or supplements that relate to securities registered under
the Registration Statement that are not Offered Securities.
<PAGE> 11
11

(e) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it shall be necessary to amend the Registration
Statement or supplement the Prospectus to comply with the Act or the rules
thereunder, the Company will promptly prepare and file with the Commission,
subject to the second sentence of paragraph (a) of this Section 4, an amendment
or supplement which will correct such statement or omission or effect such
compliance.

(f) The Company will cooperate with the Managers and counsel for the
Managers in connection with endeavoring to obtain qualification of the Offered
Securities for sale under the laws of such jurisdictions as the Managers may
designate, will maintain such qualifications in effect so long as required for
the distribution of the Offered Securities, and will pay the fee of the NASD,
if any, in connection with its review of the offering; provided, however, that
the Company shall not be required to file any general consent to service of
process or to qualify as a foreign corporation or as a dealer in securities in
any jurisdiction in which it is not so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject.

(g) Each Underwriter agrees with the Company that it has not offered
or sold, and agrees not to offer or sell, any of the Securities, directly or
indirectly, in Canada or any other foreign jurisdiction in contravention of the
securities laws of Canada or any province or territory thereof or such foreign
jurisdiction, as the case may be, and, without limiting the generality of the
foregoing, represents that any offer of the Securities in Canada will be made
only pursuant to an exemption from the requirement to file a prospectus in the
province or territory of Canada in which such offer is made. Each Underwriter
further agrees to send to any dealer who purchases from it any of the
Securities a notice stating in substance that, by purchasing such Securities,
such dealer represents and agrees that it has not offered or sold, and will not
offer or sell, directly or indirectly, any of such Securities in Canada or to,
or for the benefit of, any resident of Canada in contravention of the
securities laws of Canada or any
<PAGE> 12
12

province or territory thereof and that any offer of Securities in Canada will
be made only pursuant to an exemption from the requirement to file a prospectus
in the province or territory of Canada in which such offer is made, and that
such dealer will deliver to any other dealer to whom it sells any of the
Securities a notice containing substantially the same statement as is contained
in this sentence.

(h) Whether or not the transactions contemplated herein are
consummated, the Underwriters agree with the Company that they will pay the
reasonable fees incurred in connection with (i) the printing and distribution
of the preliminary prospectus and any Prospectus and (ii) the production and
delivery of the letters referred to in Paragraph 5(j) hereof.

(i) During the period beginning on the date of this Underwriting
Agreement and continuing to and including the Closing Date or such other date
as may be specified in the Terms Agreement, not to offer, sell, contract to
sell or otherwise dispose of any securities of the Company that are similar to
the Offered Securities as to maturity (other than the Offered Securities)
without the prior written consent of the Managers. The foregoing shall not
restrict the Company from borrowings under new or existing revolving credit
agreements and lines of credit and issuances of commercial paper or interest
rate swaps.

SECTION 5. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase and pay for the Offered Securities
hereunder are subject to the following conditions:

(a) That, at the Closing Date, the Company shall have furnished to
the Managers (i) an opinion of counsel of P. Bruce Borghardt or another
attorney authorized as legal representative of the Company, addressed to the
Managers and dated the Closing Date, in substantially the form previously
approved by the Managers and (ii) an opinion of Bryan Cave LLP or other special
counsel addressed to the Managers and dated the Closing Date, in substantially
the form previously approved by the Managers.

(b) That, at the Closing Date, the Company shall have furnished (i)
an opinion of Richard J. Heitmann or another attorney competent to opine on
regulatory matters and authorized to act as legal representative of the
<PAGE> 13
13

Company, addressed to the Managers and dated the Closing Date, in substantially
the form previously approved by the Managers.

(c) That, at the Closing Date, the Managers shall have received an
opinion of counsel for the Underwriters, addressed to the Managers and dated
the Closing Date, in a form reasonably acceptable to them.

(d) That the representations and warranties of the Company in this
Underwriting Agreement are true and correct in all material respects on the
Closing Date with the same effect as if made on the Closing Date and the
Company shall have complied in all material respects with all the agreements
and satisfied in all material respects all the conditions on its part to be
performed or satisfied at or prior to the Closing Date.

(e) That no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or, to the Company's knowledge, threatened.

(f) That subsequent to the execution and delivery of this
Underwriting Agreement and prior to the Closing Date, there shall not have
occurred any downgrading, nor shall any notice have been given to the Company
of (A) any intended or potential downgrading or (B) any review or possible
change that does not indicate the direction of a possible change, in the rating
accorded any of the Company's securities by either of Standard & Poor's Ratings
Group or Moody's Investors Service, Inc.

(g) Since the date of the most recent financial statements included
in the Prospectus, there has been no Material Adverse Change, whether or not
arising from transactions in the ordinary course of business, except as set
forth in or contemplated in the Prospectus.

(h) That, at the Closing Date, there shall not have been (i) any
change or decrease specified in the letter or letters referred to in paragraph
(j) of this Section 5 or (ii) any change, or any development involving a
prospective change, in or affecting the business or properties of the Company
and the Subsidiaries the effect of which, in any case referred to in clause (i)
or (ii) above, is, in the judgment of the Managers, so material and adverse as
to make it impractical or inadvisable to proceed with the public offering or
the delivery of the Securities as contemplated by the Registration Statement
and the Prospectus.
<PAGE> 14
14

(i) That, at the Closing Date, the Company shall have furnished to
the Managers a certificate of the Company, signed by the Chairman of the Board
or the President and the principal financial or accounting officer of the
Company, each in his official capacity as an officer of the Company and not as
an individual, dated the Closing Date, to the effect of subparagraphs (d)
through (h)(i) of this Section 5.

(j) That, at the date on which the Terms Agreement is executed and
delivered and at the Closing Date, each of (i) Arthur Andersen LLP, the
Company's independent public accountants and (ii) Price Waterhouse Coopers LLP,
MCI's independent public accountants shall have furnished to the Managers a
letter or letters, dated respectively as of the date of the applicable Terms
Agreement (unless otherwise specified therein) and the Closing Date, in
substantially the form previously approved the Managers and the Company.

(k) That the Company shall have delivered to the Managers and its
counsel such documents as they may reasonably request relating to the issuance
and sale of the Offered Securities or otherwise related to the matters
contemplated hereby.

If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this
Underwriting Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Underwriting Agreement shall not be in all material
respects reasonably satisfactory in form and substance to the Managers and its
counsel, this Underwriting Agreement and all obligations of the Underwriters
hereunder may be canceled at, or at any time prior to, each Closing Date by the
Managers. Notice of such cancelation shall be given to the Company in writing
or by telephone or telegraph confirmed in writing.

SECTION 6. Reimbursement of Underwriters' Expenses. If the sale of
the Offered Securities provided for herein is not consummated for any reason
(other than a breach by any Underwriter of its obligations hereunder or a
termination pursuant to Section 9 hereof), the Company will reimburse the
Underwriters severally, upon demand, for all reasonable out-of-pocket expenses
(including reasonable fees
<PAGE> 15
15

and disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Offered Securities. If
the sale of the Offered Securities provided for herein is consummated or such
sale is not consummated due to a breach by any Underwriter of its obligations
hereunder or because of a termination pursuant to Section 9 hereof, the
Underwriters will be responsible for all out-of-pocket expenses that shall have
been incurred by them in connection with the purchase and sale of the Offered
Securities.

SECTION 7. Indemnification and Contribution. (a) The Company agrees
to indemnify and hold harmless each Underwriter and each person who controls
any Underwriter within the meaning of the Act against any and all losses,
claims, expenses, damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, expenses, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any Basic Prospectus or any preliminary
prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances in which they
were made, not misleading, and agrees to reimburse each such indemnified party,
as incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage
liability or action; provided, however, (i) the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Underwriter through the Managers specifically for use in connection with
the preparation thereof, and (ii) such indemnity with respect to any Basic
Prospectus or preliminary prospectus shall not inure to the benefit of any
Underwriter (or any person controlling such Underwriter) from whom the person
asserting any such loss, claim, damage or liability purchased the Offered
Securities which are the subject thereof if such person did not receive a copy
of the
<PAGE> 16
16

Prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) at or prior to the confirmation of the
sale of such Offered Securities to such person in any case where such delivery
is required by the Act and the untrue statement or omission of a material fact
contained in such Basic Prospectus or preliminary prospectus was corrected in
the Prospectus (as so amended or supplemented). This indemnity agreement is in
addition to any liability which the Company may otherwise have.

(b) Each of the Underwriters severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of the Act, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to written information
furnished to the Company by or on behalf of such Underwriter through the
Managers specifically for use in the preparation of the documents referred to
in the foregoing indemnity. This indemnity agreement will be in addition to
any liability which any Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the last paragraph of the cover
page regarding delivery of the Securities, in the legend in block capital
letters on page S-2 related to stabilization, syndicate covering transactions
and penalty bids and under the heading "Underwriting" in any Preliminary
Prospectus and the Prospectus constitute the only information furnished in
writing by or on behalf of the several Underwriters for inclusion in any
Preliminary Prospectus or the Prospectus, and the Managers confirm that such
statements are correct.

(c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party under
this Section 7, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under this Section 7. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to appoint counsel
satisfactory to such indemnified party to represent the indemnified party in
such action (in which case the
<PAGE> 17
17

indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that if the defendants in any
such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to
defend such action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified party of its
election so to appoint counsel to defend such action and approval by the
indemnified party of such counsel, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel
in accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel (plus any local counsel), approved
by the Managers in the case of paragraph (a) of this Section 7, representing
the indemnified parties under such paragraph (a) who are parties to such
action), (ii) the indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).

(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) or (b)
of this Section 7 is due in accordance with its terms but is for any reason
held by a court to be unavailable from the Company, the Company and the
Underwriters severally agree to contribute to the aggregate losses, claims,
expenses, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively, the
"Losses") to which the Company and one or more of the Underwriters may be
subject (i) in such
<PAGE> 18
18

proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from the offering of
the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and the Underwriters on the other
in connection with the statements or omissions which resulted in such losses,
claims, demands or liabilities as well as any other relevant equitable
considerations. For the purposes of this Paragraph 7(d), the relative benefits
received by the Company on the one hand and each Underwriter on the other shall
be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by such Underwriter, in each
case as set forth on the cover page of the final Prospectus. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The amount paid by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the first sentence of
this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (d).
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Company and the Underwriters
agree that it would not be just and equitable if contribution were determined
by pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. For purposes of
this Section 7, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of an Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company
<PAGE> 19
19

shall have the same rights to contribution as the Company, subject in each case
to the applicable terms and conditions of this paragraph (d). The
Underwriters' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint. Any
party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties
under this paragraph (d), notify such party or parties from whom contribution
may be sought, but the omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be sought from any
other obligation it or they may have hereunder or otherwise than under this
paragraph (d).

SECTION 8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the Offered Securities
agreed to be purchased by such Underwriter or Underwriters hereunder, and such
failure to purchase shall constitute a default in the performance of its or
their obligations under this Underwriting Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the respective
proportions which the amount of Offered Securities each remaining Underwriter
has agreed to purchase bears to the aggregate amount of Offered Securities all
the remaining Underwriters have agreed to purchase) the Offered Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of Offered
Securities which the defaulting Underwriter or Underwriters agreed but failed
to purchase shall exceed 10% of the aggregate amount of Offered Securities the
Underwriters agreed to purchase, the remaining underwriters shall have the
right to purchase all, but shall not be under any obligation to purchase any,
of the Offered Securities, and if such non-defaulting Underwriters do not
purchase all the Offered Securities, this Underwriting Agreement will terminate
without liability to any non-defaulting Underwriter or the Company. In the
event of a default by any Underwriter as set forth in this Section 8, the
Closing Date shall be postponed for such period, not exceeding seven days, as
the Managers shall determine. Nothing contained in this Underwriting Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any non-defaulting Underwriter for damages occasioned by its
default hereunder.
<PAGE> 20
20

SECTION 9. Termination. This Underwriting Agreement shall be subject
to termination in the absolute discretion of the Managers, by notice given to
the Company prior to a Closing Date if prior to such time (i) trading in the
Offered Securities or in the Common Stock of the Company, par value $.01 (the
"Common Stock"), shall have been suspended by the Commission or the National
Association of Securities Dealers Automated Quotation National Market System or
trading in securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on such
Exchange (other than minimum prices in effect on the date hereof), (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities, (iii) there shall have occurred any outbreak or material
escalation of hostilities or other calamity or crisis the effect of which on
the financial markets of the United States is such as to make it, in the
judgment of the Managers, impracticable to market the Offered Securities, or
(iv) there shall have been any decrease in the rating of any of the Company's
debt securities or preferred stock by any "Nationally Recognized Statistical
Rating Organization" (as defined for purposes of Rule 436(g) under the Act) or
any written or public notice given of any intended or potential decrease in any
such rating or of a possible change in any such rating that does not indicate
the direction of the possible change.

SECTION 10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth in
or made pursuant to this Underwriting Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter
or the Company or any of the officers, directors or controlling persons
referred to in Section 7 hereof, and will survive delivery of and payment for
the Offered Securities. The provisions of Sections 6 and 7 hereof shall
survive the termination or cancelation of this Underwriting Agreement.

SECTION 11. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Managers, will be mailed,
delivered or sent by facsimile and confirmed to them, at the address indicated
in the Terms Agreement; or, if sent to the Company, will be mailed, delivered
or sent by facsimile and confirmed to it at 515 East Amite Street, Jackson,
Mississippi 39201, to the attention of the Chief Financial Officer.
<PAGE> 21
21

SECTION 12. Successors. This Underwriting Agreement will inure to
the benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to
in Section 7 hereof, and no other person will have any right or obligation
hereunder.

SECTION 13. Applicable Law. This Underwriting Agreement will be
governed by and construed in accordance with the substantive laws of the State
of New York.

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.

Very truly yours,

WORLDCOM, INC.

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

The foregoing Agreement
is hereby confirmed and
accepted as of the date
first specified above.

SALOMON BROTHERS INC
CREDIT SUISSE FIRST
BOSTON CORPORATION
LEHMAN BROTHERS, INC.
CHASE SECURITIES INC.
J.P. MORGAN SECURITIES INC.
NATIONSBANC MONTGOMERY
SECURITIES LLC
UTENDAHL CAPITAL PARTNERS, L.P.

By:
---------------------
SALOMON BROTHERS INC
Name:
Title:

<PAGE> 22
22
Acting severally on
behalf of themselves as
Managers and Underwriters
and on behalf of the other
several Underwriters,
if any, named in the Terms
Agreement relating to the
foregoing Agreement.

<PAGE> 1
EXHIBIT 1.2

Terms Agreement

WorldCom, Inc.
515 East Amite Street
Jackson, Mississippi 39201

August 6, 1998

Dear Sirs:

We (the "Managers") understand that WorldCom, Inc., a Georgia
corporation (the "Company"), proposes to issue and sell to the several
underwriters named below (the "Underwriters") $1,500,000,000 aggregate
principal amount of its 6.125% Notes due 2001 (the "2001 Notes"), $600,000,000
aggregate principal amount of its 6.250% Notes due 2003 (the "2003 Notes"),
$2,250,000,000 aggregate principal amount of its 6.400% Notes due 2005 (the
"2005 Notes") and $1,750,000,000 aggregate principal amount of its 6.950% Notes
due 2028 (the "2028 Notes") (collectively, the "Offered Securities").

Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell all of the offered
Securities, and each of the Underwriters named below agrees, severally and not
jointly, to purchase the respective principal amount of Offered Securities set
forth opposite its name below, in the case of the 2001 Notes at a purchase
price of 99.496% of the principal amount of such securities, in the case of the
2003 Notes at a purchase price of 99.378% of the principal amount of such
securities, in the case of the 2005 Notes at a purchase price of 99.173% of the
principal amount of such securities, in the case of the 2028 Notes at a
purchase price of 98.190% of the principal amount of such securities, plus
accrued interest, if any, from August 11, to the date of payment and delivery.

<TABLE>
<CAPTION>
Name Principal Principal Principal Principal
Amount of 2001 Notes Amount of 2003 Notes Amount of 2005 Notes Amount of 2028 Notes
-------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Salomon Brothers
Inc . . . . . . . . . . . $ 630,000,000 $252,000,000 $ 945,000,000 $ 735,000,000
First Boston
Credit Suisse . . . . . . 225,000,000 90,000,000 337,500,000 262,500,000
Lehman Brothers,
Inc. . . . . . . . . . . 225,000,000 90,000,000 337,500,000 262,500,000
</TABLE>
<PAGE> 2
2
<TABLE>
<CAPTION>
Name Principal Principal Principal Principal
Amount of 2001 Notes Amount of 2003 Notes Amount of 2005 Notes Amount of 2028 Notes
-------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Chase Securities
Inc. . . . . . . . . . . 135,000,000 54,000,000 202,500,000 157,500,000
J.P. Morgan
Securities Inc . . . . . . 135,000,000 54,000,000 202,500,000 157,500,000
NationsBanc
Montgomery
Securities, LLC . . . . . . 135,000,000 54,000,000 202,500,000 157,500,000
Utenahl Capital
Partner, L.P. . . . . . . . 15,000,000 6,000,000 22,500,000 17,500,000

Total $1,500,000,000 $600,000,000 $2,250,000,000 $1,750,000,000
</TABLE>

The Underwriters will pay for such offered Securities upon delivery
thereof at the offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York,
New York, at 10:00 a.m, (New York time) on August 11, 1998 or at such other
time, not later than 10:00 a.m. (New York time), on such date as shall be
jointly designated by the Underwriters and the Company.

The Offered Securities shall have the terms set forth in the
Prospectus dated August 7, 1998 (the "Prospectus"), and the Prospectus
Supplement dated August 7, 1998 (the "Prospectus Supplement"), including the
following:

Maturity Date: 2001 Notes -- August 15, 2001; 2003 Notes -- August 15, 2003;
2005 Notes -- August 15, 2005; 2028 Notes -- August 15, 2028;

Interest Rate: 2001 Notes -- 6.125%; 2003 Notes -- 6.250%; 2005 Notes --
6.400%; 2028 Notes -- 6.950%

Redemption Provisions: The Offered Securities will be redeemable, as a whole
or in part, at the option of the Company, at any time or from time to time, on
at least 30 days but not more than 60 days prior notice at respective
redemption prices equal to the greater of (i) 100% of the principal amount of
the Notes to be redeemed or (ii) the sum of the present values of the remaining
scheduled payments discounted on a semiannual basis at the treasury rate plus
(a)10 basis points for the 2001 Notes, (b) 15 basis points for the 2003 Notes,
(c) 15 basis points for the 2005 Notes or (d) 20 basis points for the 2028
Notes, plus in the case of each clause (i) and (ii) accrued interest to the
date of redemption.
<PAGE> 3
3
Interest Payment Dates: February 15 and August 15, commencing February 15,
1999

Form and Denomination: The offered Notes initially will be represented by one
or more global securities deposited with the Depository Trust Company and
registered in the name of the nominee thereof. Each of the Notes will be
available for purchases in denominations of $1000 and integral multiples
thereof, in book-entry form only.

Senior or Subordinated: Senior

All communications with the Underwriters will be in writing and
effective only upon receipt, and will be mailed, delivered or telegraphed and
confirmed to them in care of Salomon Smith Barney General Counsel (fax no.:
(212) 783-2601), Seven World Trade Center, New York, New York, 10048.

All provisions of the Underwriting Agreement dated August 6, 1998,
among WorldCom and the Underwriters (the "Standard Provisions"), are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this agreement to the same extent as if such provisions had been set forth in
full herein.

Please confirm your agreement by having an authorized officer sign a
copy of this agreement in the space set forth below and returning the signed
copy to us.

Very truly yours,

SALOMON BROTHERS INC
CREDIT SUISSE FIRST BOSTON
CORPORATION
LEHMAN BROTHERS, INC.
CHASE SECURITIES INC.
J.P. MORGAN SECURITIES INC.
NATIONSBANC MONTGOMERY
SECURITIES LLC
UTENDAHL CAPITAL PARTNERS, L.P.

<PAGE> 4

4
By
------------------------
SALOMON BROTHERS INC
Name:
Title:

Acting severally on behalf of
themselves as Managers and
Underwriters and on behalf of
the other several Underwriters
named above.

<PAGE> 5
5
Accepted on the date set forth
above:

WORLDCOM, INC,

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

<PAGE> 1
EXHIBIT 4.1

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO WORLDCOM, INC. (THE
"COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

WORLDCOM, INC.
6.125% Note Due 2001
Principal Amount No. R-1
$ CUSIP US98155KAF93

Except as otherwise provided in the Indenture, any such interest not so paid
or duly provided for shall forthwith cease to be payable to the Holder on the
related Regular Record Date and may either be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Notes (as
defined below) not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.

If any Interest Payment Date, any Redemption Date, the Stated Maturity or the
Maturity shall not be a Business Day (as hereinafter defined), payment of the
amount due on this Note on such date may be made on the next succeeding Business
Day; and, if such payment is made or duly provided for on such Business Day, no
interest shall accrue on such amounts for the period from and after such

<PAGE> 2

Interest Payment Date, such Redemption Date, the Stated Maturity, or the
Maturity as the case may be, to such Business Day.

Payment of the principal of (and premium, if any) and interest on this Note
at Maturity shall be made upon presentation hereof at the office or agency of
the Company, one of which will be maintained in Pittsburgh, Pennsylvania (which
initially will be the Corporate Trust Office of The Chase Manhattan Bank in
Pittsburgh, Pennsylvania) or at such other office or agency permitted under the
Indenture, including the office or agency of the Company maintained for such
purpose in the City of New York, New York. Payment of the principal of (and
premium, if any) and interest on this Note shall be payable in immediately
available funds; provided however, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. Payment of the
principal of (and premium, if any) and interest, if any, on this Note, as
aforesaid, shall be made in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts. Interest payable on any Interest Payment Date will be
paid to DTC, Euroclear and/or CEDEL, as the case may be, with respect to the
portion of this Note held for its account by Cede & Co. or the Common
Depositary, as the case may be, for the purpose of permitting such party to
credit the interest received by it in respect of this Note to the accounts of
the beneficial owners hereof.

This Note is one of a duly authorized issue of unsecured senior debt
securities of the Company known as the Company's 6.125% Notes Due 2001, limited
to the aggregate principal amount of $1,500,000,000 (herein called the "Notes"
or the "Securities"), issued under an Indenture dated as of March 1, 1997 (such
Indenture as originally executed and delivered and as hereafter supplemented or
amended, together with the Board Resolution setting forth certain terms of the
Notes adopted on August 6, 1998 and delivered to the Trustee by the Company
pursuant to Section 301 of such Indenture, being herein called the "Indenture")
from the Company to The Chase Manhattan Bank, as successor to Mellon Bank N.A.,
as trustee (herein called the "Trustee," which term includes any other successor
trustees under the Indenture), to which Indenture, all indentures supplemental
thereto and all Board Resolutions relating thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. The acceptance of this Note shall be deemed to constitute the consent
and agreement of the Holder hereof to all of the terms and provisions of the
Indenture. All capitalized terms used in this Note which are not defined herein
shall have the meaning assigned to them in the Indenture.

<PAGE> 3

Company shall deposit with the Trustee or with a Paying Agent an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, the Notes to be redeemed
on such date. In the event of redemption of this Note in part only, a new Note
or Notes, of like tenor, for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the surrender hereof, all as provided in the
Indenture. On and after the Redemption Date, interest will cease to accrue on
this Note (or any portion thereof) if so called for redemption.

If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

The Notes do not have the benefit of any sinking fund obligations.

The Company's obligations under this Note and under the covenants provided in
the Indenture are subject to defeasance and discharge as provided in the
Indenture.

Reference is made to the further provisions of this Note set forth on the
reverse hereof, which provisions shall for all purposes have the same effect as
if set forth at this place.

Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

WORLDCOM, INC.

Attested:
By: Secretary
- ------------------------ --------------------------

This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

Dated: August 11, 1998 THE CHASE MANHATTAN BANK, as Trustee

By:
--------------------------
Authorized Representative
<PAGE> 4

[Reverse of Note]

WorldCom, Inc.

6.125% Note Due 2001

"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second Business Day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.

"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Company.

"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 3:30 p.m., New York City time on the third Business Day
preceding such Redemption Date.

"Reference Treasury Dealer" means each of Salomon Brothers Inc, Credit
Suisse First Boston Corporation, Lehman Brothers, Inc., J.P. Morgan Securities
Inc., and NationsBanc Montgomery Securities LLC, and their respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer (a "Primary Treasury Dealer"), the
Company shall substitute therefor another nationally recognized investment
banking firm that is a Primary Treasury Dealer.

"Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of the principal thereof and interest
thereon that would be due after the related Redemption Date but for such
redemption; provided, however, that, if such Redemption Date is not an Interest
Payment Date with respect to such Note, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest
accrued thereon to such Redemption Date.

As permitted by Section 301(15) of the Indenture, the Board Resolution
setting forth the terms of the Notes provides for certain modifications to the
Events of Default and covenants of the Indenture as applicable to the Notes, as
follows:

<PAGE> 5

(A) the definition of "Restricted Subsidiary" in Section 101 of the
Indenture, as applicable to the Notes, has been amended to read in its
entirety as follows: " `Restricted Subsidiary' means any Subsidiary of the
Company if (i) such Subsidiary has substantially all of its Property in the
United States (other than its territories and possessions) and (ii) at the end
of the most recent fiscal quarter of the Company, the aggregate amount,
determined in accordance with GAAP consistently applied, of securities of,
loans and advances to, and other investments in, such Subsidiary held by the
Company and its other Subsidiaries exceeded 10% of the Company's Consolidated
Net Tangible Assets; provided, however, that the term Restricted Subsidiary
shall not include (a) any Subsidiary acquired by the Company subsequent to the
date of the Indenture unless and until such time as such corporation is
designated by the Board of Directors as a `Restricted Subsidiary' or otherwise
similarly treated under the Company's $12 billion bank credit facility or any
other agreement of the Company for indebtedness for borrowed money or (b) any
Receivables Subsidiary.";

(B) the notice period relating to Events of Default under Section 501(4) of
the Indenture, as applicable to the Notes, has been extended from 60 days to
90 days;

(C) Section 501(5), which defines as an Event of Default certain defaults
under other indebtedness of the Company has been deleted in respect of the
Notes; and

(D) the last sentence of Section 1004 of the Indenture, as applicable to the
Notes, has been amended to read in its entirety as follows: "Notwithstanding
the foregoing, the Company may, and may permit any Restricted Subsidiary to,
issue, assume, guarantee, or permit to exist indebtedness secured by Liens on
Property that are not Permitted Liens without equally and ratably securing the
Securities, provided that the sum of all such indebtedness then being issued,
assumed or guaranteed together with such indebtedness theretofore issued,
assumed or guaranteed that remains outstanding does not exceed 10% of the
total assets of the Company and its Subsidiaries prior to the time such
indebtedness was issued, assumed or guaranteed, as reflected in the Company's
then most recent balance sheet prepared in accordance with GAAP."

The Indenture permits, with certain exceptions as thereby provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture or of modifying in any manner the rights of the
Holders of Securities, in any such case, with the consent of the Holders of not
less than majority in aggregate principal amount of all Outstanding Securities
affected by such supplemental indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each of the
Outstanding Securities affected thereby, affect certain rights of such Holders
as more fully described in the Indenture.

<PAGE> 6

other changes which will not adversely affect in any material respect the rights
of the Holders or provide for certain other matters specified in the Indenture.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee, or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25 percent in principal amount of the Notes
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein (or, in the case of
redemption, on or after the Redemption Date).

No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Note at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.

The Notes are issuable only in registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000, and in book-entry
form. The Notes may be represented by one or more global Notes deposited with
DTC and registered in the name of the nominee of DTC, with certain limited
exceptions. So long as DTC or any successor depository or its nominee is the
registered Holder of a global Note, DTC, such depository or such nominee, as the
case may be, will be considered to be the sole Holder of the Notes for all
purposes of the Indenture. Except as provided below, an owner of a beneficial
interest in a global Note will not be entitled to have Notes represented by such
global Note registered in such owner's name, will not receive or be entitled to
receive physical delivery of the Notes in certificated form and will not be
considered the owner or Holder thereof under the Indenture. Each person owning a
beneficial interest in a global Note must rely on DTC's procedures and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a Holder under the
Indenture. If the Company requests any action of Holders or if an owner of a
beneficial interest in a global Note desires to take any action that a Holder is
entitled to take under the Indenture, DTC will authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants will otherwise act upon the instructions of beneficial owners
holding through them.

<PAGE> 7

If at any time DTC notifies the Company that it is unwilling or unable to
continue as depository for the global Note or Notes or if at any time DTC ceases
to be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, if so required by applicable law or regulation, the Company shall
appoint a successor depository with respect to such global Note or Notes. If (x)
a successor depository for such global Note or Notes is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such unwillingness, inability or ineligibility, (y) an Event of Default has
occurred and is continuing and the beneficial owners representing a majority in
principal amount of the Notes represented by such global Note or Notes advise
DTC to cease acting as depository for such global Note or Notes or (z) the
Company, in its sole discretion, determines at any time that all Outstanding
Notes (but not less than all) issued or issuable in the form of one or more
global Notes shall no longer be represented by such global Notes, then the
Company shall execute, and the Trustee shall authenticate and deliver,
definitive Notes of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such global Note or
Notes. If any beneficial owner of an interest in a permanent global Note is
otherwise entitled to exchange such interest for Notes of such series and of
like tenor and principal amount of another authorized form and denomination, as
contemplated by the Indenture and provided that any applicable notice provided
in the permanent global Note shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall execute, and the Trustee shall
authenticate and deliver, definitive Notes in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Note. On or after the earliest date on which such interests may be so
exchanged, such permanent global Note shall be surrendered for exchange by DTC
or such other depository as the Company shall specify to the Trustee; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Notes to be redeemed and
ending on the relevant Redemption Date if the Note for which exchange is
requested may be among those selected for redemption.

None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in this Note in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any depository,
as a Holder, with respect to this Note in global form or impair, as between such
depository and owners of beneficial interests in such global Note, the operation
of customary practices governing the exercise of the rights of such depository
(or its nominee) as Holder of such global Note.

<PAGE> 8

THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.

As used herein, "Business Day", when used with respect to any Place of
Payment or any other particular location referred to in this Note or in the
Indenture, means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions in that Place of Payment
or particular location are authorized or required by law, regulation or
executive order to be closed.

The Company may cause CUSIP numbers to be printed on the Notes as a
convenience to Holders of Notes. No representation is made as to the accuracy of
such numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed thereon.

This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory until the Trustee or authenticating agent signs the
certificate of authenticity on the Notes.

No recourse shall be had for the payment of the principal of (or premium,
if any) or interest, if any, on this Note, or any part hereof, or for any claim
based hereon or otherwise in respect hereof, or of the indebtedness represented
hereby, or upon any obligation, covenant or agreement under the Indenture,
against, and no personal liability whatsoever shall attach to, or be incurred
by, any incorporator, shareholder, officer or director, as such, past, present
or future, of (i) the Company or (ii) any predecessor or successor corporation
(either directly or through the Company or a predecessor or successor
corporation), whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that the Indenture and all of the Notes
are solely corporate obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of the Indenture and the issuance of the Notes.

<PAGE> 1
EXHIBIT 4.2

WORLDCOM, INC.
6.250% Note Due 2003
Principal Amount No. R-1
$ CUSIP US98155KAG76

<PAGE> 2

interest has been paid, from August 11, 1998, payable semiannually in arrears on
February 15 and August 15 in each year (each, an "Interest Payment Date"),
commencing on February 15, 1999, and at Maturity, at the rate of 6.250% per
annum, until the principal hereof is paid or duly provided for. Each payment of
interest in respect of an Interest Payment Date shall include interest accrued
through the day prior to such Interest Payment Date. The interest so payable,
and paid or duly provided for, on any Interest Payment Date shall, as provided
in the Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 1 or August 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date, at the office or agency of the Company maintained for
such purpose in The City of New York, New York. Interest shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.

<PAGE> 3

This Note is one of a duly authorized issue of unsecured senior debt
securities of the Company known as the Company's 6.250% Notes Due 2003, limited
to the aggregate principal amount of $600,000,000 (herein called the "Notes" or
the "Securities"), issued under an Indenture dated as of March 1, 1997 (such
Indenture as originally executed and delivered and as hereafter supplemented or
amended, together with the Board Resolution setting forth certain terms of the
Notes adopted on August 6, 1998 and delivered to the Trustee by the Company
pursuant to Section 301 of such Indenture, being herein called the "Indenture")
from the Company to The Chase Manhattan Bank, as successor to Mellon Bank N.A.,
as trustee (herein called the "Trustee," which term includes any other successor
trustees under the Indenture), to which Indenture, all indentures supplemental
thereto and all Board Resolutions relating thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. The acceptance of this Note shall be deemed to constitute the consent
and agreement of the Holder hereof to all of the terms and provisions of the
Indenture. All capitalized terms used in this Note which are not defined herein
shall have the meaning assigned to them in the Indenture.

This Note shall be redeemable, as a whole or in part, at the option of the
Company, at any time or from time to time, at a Redemption Price equal to the
greater of (i) 100% of the principal amount hereof or (ii) the sum of the
present values of the Remaining Scheduled Payments discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus fifteen basis points, plus in the case of each
of (i) and (ii) accrued interest thereon to the Redemption Date. Notice of
redemption shall be given by mail to Holders of the Notes, not less than 30 days
nor more than 60 days prior to the Redemption Date, all as provided in the
Indenture. As provided in the Indenture, on or prior to the Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, the Notes to be redeemed
on such date. In the event of redemption of this Note in part only, a new Note
or Notes, of like tenor, for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the surrender hereof, all as provided in the
Indenture. On and after the Redemption Date, interest will cease to accrue on
this Note (or any portion thereof) if so called for redemption.

If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

The Notes do not have the benefit of any sinking fund obligations.

The Company's obligations under this Note and under the covenants provided in
the Indenture are subject to defeasance and discharge as provided in the
Indenture.

Reference is made to the further provisions of this Note set forth on the
reverse hereof, which provisions shall for all purposes have the same effect as
if set forth at this place.

<PAGE> 4

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

WORLDCOM, INC.

Attested:
By: Secretary
- ------------------------ --------------------------

This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

Dated: August 11, 1998 THE CHASE MANHATTAN BANK, as Trustee

By:
--------------------------
Authorized Representative

<PAGE> 5
[Reverse of Note]

WorldCom, Inc.

6.250% Note Due 2003

"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second Business Day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. "Comparable Treasury Issue" means the
United States Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes.

"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Company.

<PAGE> 6

or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 3:30 p.m., New York City time on the third Business Day
preceding such Redemption Date.

(B) the notice period relating to Events of Default under Section 501(4) of
the Indenture, as applicable to the Notes, has been extended from 60 days to
90 days;

(C) Section 501(5), which defines as an Event of Default certain defaults
under other indebtedness of the Company has been deleted in respect of the
Notes; and

<PAGE> 7

The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities affected thereby, to waive certain past defaults
of the Company under the Indenture and their consequences. In addition, without
the consent of any Holder of a Security, the Indenture and the Securities may be
amended and supplemented to cure any defect, ambiguity or inconsistency, make
other changes which will not adversely affect in any material respect the rights
of the Holders or provide for certain other matters specified in the Indenture.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

<PAGE> 8

<PAGE> 9

global Note. On or after the earliest date on which such interests may be so
exchanged, such permanent global Note shall be surrendered for exchange by DTC
or such other depository as the Company shall specify to the Trustee; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Notes to be redeemed and
ending on the relevant Redemption Date if the Note for which exchange is
requested may be among those selected for redemption.

THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.

This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory until the Trustee or authenticating agent signs the
certificate of authenticity on the Notes.

<PAGE> 1
EXHIBIT 4.3

WORLDCOM, INC.
6.400% Note Due 2005
Principal Amount No. R-1
$ CUSIP US98155KAH59

<PAGE> 2

upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.

This Note is one of a duly authorized issue of unsecured senior debt
securities of the Company known as the Company's 6.400% Notes Due 2005, limited
to the aggregate principal amount of $2,250,000,000 (herein called the "Notes"
or the "Securities"), issued under an Indenture dated as of March 1, 1997 (such
Indenture as originally executed and delivered and as hereafter supplemented or
amended, together with the Board Resolution setting forth certain terms of the
Notes adopted on August 6, 1998 and delivered to the Trustee by the Company
pursuant to Section 301 of such Indenture, being herein called the "Indenture")
from the Company to The Chase Manhattan Bank, as successor to Mellon Bank N.A.,
as trustee (herein called the "Trustee," which term includes any other
successor trustees under the Indenture), to which Indenture, all indentures
supplemental thereto and all Board Resolutions relating thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The acceptance of this Note shall be deemed to
constitute the consent and agreement of the Holder hereof to all of the terms
and provisions of the Indenture. All capitalized terms used in this Note which
are not defined herein shall have the meaning assigned to them in the
Indenture.

This Note shall be redeemable, as a whole or in part, at the option of the
Company, at any time or from time to time, at a Redemption Price equal to the

<PAGE> 3

greater of (i) 100% of the principal amount hereof or (ii) the sum of the
present values of the Remaining Scheduled Payments discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus fifteen basis points, plus in the case of each
of (i) and (ii) accrued interest thereon to the Redemption Date. Notice of
redemption shall be given by mail to Holders of the Notes, not less than 30 days
nor more than 60 days prior to the Redemption Date, all as provided in the
Indenture. As provided in the Indenture, on or prior to the Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, the Notes to be redeemed
on such date. In the event of redemption of this Note in part only, a new Note
or Notes, of like tenor, for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the surrender hereof, all as provided in the
Indenture. On and after the Redemption Date, interest will cease to accrue on
this Note (or any portion thereof) if so called for redemption.

If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

The Notes do not have the benefit of any sinking fund obligations.

The Company's obligations under this Note and under the covenants provided in
the Indenture are subject to defeasance and discharge as provided in the
Indenture.

Reference is made to the further provisions of this Note set forth on the
reverse hereof, which provisions shall for all purposes have the same effect as
if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

WORLDCOM, INC.

Attested:
By: Secretary
- ------------------------ --------------------------

This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

Dated: August 11, 1998 THE CHASE MANHATTAN BANK, as Trustee

By:
--------------------------
Authorized Representative
<PAGE> 4

[Reverse of Note]

WorldCom, Inc.

6.400% Note Due 2005

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.

"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Company.

<PAGE> 5

(B) the notice period relating to Events of Default under Section 501(4) of
the Indenture, as applicable to the Notes, has been extended from 60 days to
90 days;

(C) Section 501(5), which defines as an Event of Default certain defaults
under other indebtedness of the Company has been deleted in respect of the
Notes; and

<PAGE> 6

<PAGE> 7

entitled to take under the Indenture, DTC will authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants will otherwise act upon the instructions of beneficial owners
holding through them.

THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.

<PAGE> 8

This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory until the Trustee or authenticating agent signs the
certificate of authenticity on the Notes.

<PAGE> 1
EXHIBIT 4.4

WORLDCOM, INC.
6.950% Note Due 2028
Principal Amount No. R-1
$ CUSIP US98155KAJ16

WORLDCOM, INC., a corporation duly organized and existing under the laws of
the State of Georgia (herein called the "Company," which term includes any
successor corporation under the Indenture referred to below), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of _________________________DOLLARS on August 15, 2028 (the
"Stated Maturity"), and to pay interest thereon from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid, from August 11, 1998, payable semiannually in arrears on
February 15 and August 15 in each year (each, an "Interest Payment Date"),
commencing on February 15, 1999, and at Maturity, at the rate of 6.950% per
annum, until the principal hereof is paid or duly provided for. Each payment of
interest in respect of an Interest Payment Date shall include interest accrued
through the day prior to such Interest Payment Date. The interest so payable,
and paid or duly provided for, on any Interest Payment Date shall, as provided
in the Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 1 or August 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date, at the office or agency of the Company maintained for
such purpose in The City of New York, New York. Interest shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.
<PAGE> 2
Except as otherwise provided in the Indenture, any such interest not so paid
or duly provided for shall forthwith cease to be payable to the Holder on the
related Regular Record Date and may either be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Notes (as
defined below) not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.

<PAGE> 3

aforesaid, shall be made in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts. Interest payable on any Interest Payment Date will be
paid to DTC, Euroclear and/or CEDEL, as the case may be, with respect to the
portion of this Note held for its account by Cede & Co. or the Common
Depositary, as the case may be, for the purpose of permitting such party to
credit the interest received by it in respect of this Note to the accounts of
the beneficial owners hereof.

This Note is one of a duly authorized issue of unsecured senior debt
securities of the Company known as the Company's 6.950% Notes Due 2028, limited
to the aggregate principal amount of $1,750,000,000 (herein called the "Notes"
or the "Securities"), issued under an Indenture dated as of March 1, 1997 (such
Indenture as originally executed and delivered and as hereafter supplemented or
amended, together with the Board Resolution setting forth certain terms of the
Notes adopted on August 6, 1998 and delivered to the Trustee by the Company
pursuant to Section 301 of such Indenture, being herein called the "Indenture")
from the Company to The Chase Manhattan Bank, as successor to Mellon Bank N.A.,
as trustee (herein called the "Trustee," which term includes any other successor
trustees under the Indenture), to which Indenture, all indentures supplemental
thereto and all Board Resolutions relating thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. The acceptance of this Note shall be deemed to constitute the consent
and agreement of the Holder hereof to all of the terms and provisions of the
Indenture. All capitalized terms used in this Note which are not defined herein
shall have the meaning assigned to them in the Indenture.

If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

The Notes do not have the benefit of any sinking fund obligations.

<PAGE> 4

The Company's obligations under this Note and under the covenants provided in
the Indenture are subject to defeasance and discharge as provided in the
Indenture.

Reference is made to the further provisions of this Note set forth on the
reverse hereof, which provisions shall for all purposes have the same effect as
if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

WORLDCOM, INC.

Attested:
By: Secretary
- ------------------------ --------------------------

This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

Dated: August 11, 1998 THE CHASE MANHATTAN BANK, as Trustee

By:
--------------------------
Authorized Representative

<PAGE> 5
[Reverse of Note]

WorldCom, Inc.

6.950% Note Due 2028

"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second Business Day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. "Comparable Treasury Issue" means the
United States Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes.

"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Company.

<PAGE> 6

Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 3:30 p.m., New York City time on the third Business Day
preceding such Redemption Date.

<PAGE> 7

(B) the notice period relating to Events of Default under Section 501(4) of
the Indenture, as applicable to the Notes, has been extended from 60 days to
90 days;

(C) Section 501(5), which defines as an Event of Default certain defaults
under other indebtedness of the Company has been deleted in respect of the
Notes; and

<PAGE> 8

Holders of a majority in principal amount of the Notes Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein (or, in the case of
redemption, on or after the Redemption Date).

<PAGE> 9

Notes. If any beneficial owner of an interest in a permanent global Note is
otherwise entitled to exchange such interest for Notes of such series and of
like tenor and principal amount of another authorized form and denomination, as
contemplated by the Indenture and provided that any applicable notice provided
in the permanent global Note shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall execute, and the Trustee shall
authenticate and deliver, definitive Notes in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Note. On or after the earliest date on which such interests may be so
exchanged, such permanent global Note shall be surrendered for exchange by DTC
or such other depository as the Company shall specify to the Trustee; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Notes to be redeemed and
ending on the relevant Redemption Date if the Note for which exchange is
requested may be among those selected for redemption.

THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.

This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory until the Trustee or authenticating agent signs the
certificate of authenticity on the Notes.

<PAGE> 10

against, and no personal liability whatsoever shall attach to, or be incurred
by, any incorporator, shareholder, officer or director, as such, past, present
or future, of (i) the Company or (ii) any predecessor or successor corporation
(either directly or through the Company or a predecessor or successor
corporation), whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that the Indenture and all of the Notes
are solely corporate obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of the Indenture and the issuance of the Notes.

<PAGE> 1
EXHIBIT 10.1

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT

among

WORLDCOM, INC.,
Borrower

NATIONSBANK, N.A.,
Arranging Agent and Administrative Agent

NATIONSBANC MONTGOMERY SECURITIES LLC,
Lead Arranger

BANK OF AMERICA NT & SA,
BARCLAYS BANK PLC,
THE CHASE MANHATTAN BANK,
CITIBANK, N.A.,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, and
ROYAL BANK OF CANADA,
Co-Syndication Agents

and

THE LENDERS NAMED HEREIN,
Lenders

$3,750,000,000

DATED AS OF AUGUST 6, 1998
<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 . . . . . . . . . 19
1.3 Accounting Principles . . . . . . . . . . . . . . . . . . . . 20

SECTION 2 BORROWING PROVISIONS . . . . . . . . . . . . . . . . . . . . . 20
2.1 Commitments . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.2 LC Subfacility . . . . . . . . . . . . . . . . . . . . . . . . 20
2.3 Swing Line Subfacility . . . . . . . . . . . . . . . . . . . . 24
2.4 Competitive Bid Subfacility . . . . . . . . . . . . . . . . . 28
2.5 Termination of Commitments . . . . . . . . . . . . . . . . . . 30
2.6 Borrowing Procedure . . . . . . . . . . . . . . . . . . . . . 31

SECTION 3 TERMS OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . 32
3.1 Loan Accounts, Notes, and Payments . . . . . . . . . . . . . . 32
3.2 Interest and Principal Payments . . . . . . . . . . . . . . . 32
3.3 Interest Options . . . . . . . . . . . . . . . . . . . . . . . 33
3.4 Quotation of Rates . . . . . . . . . . . . . . . . . . . . . . 33
3.5 Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.6 Interest Recapture . . . . . . . . . . . . . . . . . . . . . . 34
3.7 Interest Calculations . . . . . . . . . . . . . . . . . . . . 34
3.8 Maximum Rate . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.9 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . 35
3.10 Conversions . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.11 Order of Application . . . . . . . . . . . . . . . . . . . . . 35
3.12 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . 37
3.13 Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
3.14 Booking Borrowings . . . . . . . . . . . . . . . . . . . . . . 37
3.15 Increased Cost and Reduced Return . . . . . . . . . . . . . . 37
3.16 Limitation on Types of Loans . . . . . . . . . . . . . . . . . 39
3.17 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.18 Treatment of Affected Loans . . . . . . . . . . . . . . . . . 39
3.19 Compensation; Replacement of Facility A Lenders . . . . . . . 40
3.20 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 4 FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
4.1 Treatment of Fees . . . . . . . . . . . . . . . . . . . . . . 42
4.2 Fees of Administrative Agent and Arranger . . . . . . . . . . 42
4.3 Standby LC Fees . . . . . . . . . . . . . . . . . . . . . . . 42
4.4 Facility A Commitment Fees . . . . . . . . . . . . . . . . . . 43

SECTION 5 CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . 43
5.1 Conditions Precedent to Closing . . . . . . . . . . . . . . . 43
5.2 Conditions Precedent to Each Borrowing. . . . . . . . . . . . 43
</TABLE>

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
i
<PAGE> 3

<TABLE>
<S> <C> <C>
SECTION 6 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . 44
6.1 Purpose of Credit Facility . . . . . . . . . . . . . . . . . . 44
6.2 Existence, Good Standing, Authority, and Authorizations . . . 44
6.3 Authorization and Contravention . . . . . . . . . . . . . . . 45
6.4 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . 45
6.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . 45
6.6 Litigation, Claims, Investigations . . . . . . . . . . . . . . 45
6.7 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.8 Environmental Matters . . . . . . . . . . . . . . . . . . . . 46
6.9 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . 46
6.10 Properties; Liens . . . . . . . . . . . . . . . . . . . . . . 46
6.11 Government Regulations . . . . . . . . . . . . . . . . . . . . 46
6.12 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.13 Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . 47
6.14 Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . 47

SECTION 7 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.1 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 47
7.2 Books and Records . . . . . . . . . . . . . . . . . . . . . . 47
7.3 Items to be Furnished . . . . . . . . . . . . . . . . . . . . 47
7.4 Inspections . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.6 Payment of Obligations . . . . . . . . . . . . . . . . . . . . 49
7.7 Maintenance of Existence, Assets, and Business . . . . . . . . 49
7.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.9 Preservation and Protection of Rights . . . . . . . . . . . . 50
7.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . 50
7.11 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . 50
7.12 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.13 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7.14 Transactions with Affiliates . . . . . . . . . . . . . . . . . 52
7.15 Compliance with Laws and Documents . . . . . . . . . . . . . . 52
7.16 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.17 Permitted Distributions . . . . . . . . . . . . . . . . . . . 52
7.18 Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . 52
7.19 Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . 53
7.20 Mergers and Dissolutions; Sale of Capital Stock . . . . . . . 53
7.21 Designation of Unrestricted Companies . . . . . . . . . . . . 53
7.22 Financial Covenant . . . . . . . . . . . . . . . . . . . . . . 53
7.23 Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . 54
7.24 Repayment of Certain Existing Debt . . . . . . . . . . . . . . 54

SECTION 8 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.1 Payment of Obligation . . . . . . . . . . . . . . . . . . . . 54
8.2 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.3 Debtor Relief . . . . . . . . . . . . . . . . . . . . . . . . 54
8.4 Judgments and Attachments . . . . . . . . . . . . . . . . . . 54
8.5 Misrepresentation . . . . . . . . . . . . . . . . . . . . . . 55
</TABLE>

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
ii
<PAGE> 4

<TABLE>
<S> <C> <C>
8.6 Change of Control . . . . . . . . . . . . . . . . . . . . . . 55
8.7 Default Under Other Agreements . . . . . . . . . . . . . . . . 55
8.8 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . 55
8.9 Default Under 364-Day Facility . . . . . . . . . . . . . . . . 56
8.10 Validity and Enforceability of Loan Papers . . . . . . . . . . 56

SECTION 9 RIGHTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . 56
9.1 Remedies Upon Default . . . . . . . . . . . . . . . . . . . . 56
9.2 Company Waivers . . . . . . . . . . . . . . . . . . . . . . . 57
9.3 Performance by Administrative Agent . . . . . . . . . . . . . 57
9.4 Delegation of Duties and Rights . . . . . . . . . . . . . . . 57
9.5 Not in Control . . . . . . . . . . . . . . . . . . . . . . . . 57
9.6 Course of Dealing . . . . . . . . . . . . . . . . . . . . . . 58
9.7 Cumulative Rights . . . . . . . . . . . . . . . . . . . . . . 58
9.8 Application of Proceeds . . . . . . . . . . . . . . . . . . . 58
9.9 Certain Proceedings . . . . . . . . . . . . . . . . . . . . . 58
9.10 Limitation of Rights . . . . . . . . . . . . . . . . . . . . . 58
9.11 Expenditures by Lenders . . . . . . . . . . . . . . . . . . . 58
9.12 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . 59

SECTION 10 AGREEMENT AMONG LENDERS . . . . . . . . . . . . . . . . . . . 60
10.1 Administrative Agent . . . . . . . . . . . . . . . . . . . . . 60
10.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
10.3 Proportionate Absorption of Losses . . . . . . . . . . . . . . 62
10.4 Delegation of Duties; Reliance . . . . . . . . . . . . . . . . 62
10.5 Limitation of Liability . . . . . . . . . . . . . . . . . . . 63
10.6 Default; Collateral . . . . . . . . . . . . . . . . . . . . . 64
10.7 Limitation of Liability . . . . . . . . . . . . . . . . . . . 64
10.8 Relationship of Lenders . . . . . . . . . . . . . . . . . . . 64
10.9 Benefits of Agreement . . . . . . . . . . . . . . . . . . . . 64
10.10 Co-Syndication Agents . . . . . . . . . . . . . . . . . . . . 64

SECTION 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 65
11.1 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.2 Nonbusiness Days . . . . . . . . . . . . . . . . . . . . . . . 65
11.3 Communications . . . . . . . . . . . . . . . . . . . . . . . . 65
11.4 Form and Number of Documents . . . . . . . . . . . . . . . . . 65
11.5 Exceptions to Covenants . . . . . . . . . . . . . . . . . . . 65
11.6 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 66
11.8 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . 66
11.9 Entirety . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
11.10 Jurisdiction; Venue; Service of Process; Jury Trial . . . . . 66
11.11 Amendments, Consents, Conflicts, and Waivers . . . . . . . . . 67
11.12 Multiple Counterparts . . . . . . . . . . . . . . . . . . . . 68
11.13 Successors and Assigns; Assignments and Participations . . . . 68
11.14 Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances . . . . . . . . . . . . . . . . . . . . . . . . 70
11.15 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . 71
11.16 Restatement of Existing Agreement . . . . . . . . . . . . . . 71
</TABLE>

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
iii
<PAGE> 5

SCHEDULES AND EXHIBITS

Schedule 2.1 - Facility A Lenders and Facility A Committed Sums
Schedule 2.3 - Swing Line Lenders and Swing Line Committed Sums
Schedule 5.1 - Conditions Precedent to Closing
Schedule 7.12 - Existing Debt
Schedule 7.14 - Transactions with Affiliates

Exhibit A-1 - Form of Facility A Note
Exhibit A-2 - Form of 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 B-7 - Form of Notice of Swing Line Borrowing
Exhibit C - Form of Administrative Questionnaire
Exhibit D - Form of 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 New York Counsel

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
iv
<PAGE> 6

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT

THIS AGREEMENT is entered into as of August 6, 1998, among WORLDCOM,
INC., a Georgia corporation ("BORROWER"), certain Facility A Lenders
(hereinafter defined), the Co-Syndication Agents (hereinafter defined), and
NATIONSBANK, N.A. (successor in interest by merger to NationsBank of Texas,
N.A.), as a Facility A Lender and as Administrative Agent (hereinafter defined)
for itself and the other Lenders.

RECITALS

A. Borrower has entered into the Facility A Revolving Credit
Agreement (as renewed, extended, or amended to date, the "EXISTING AGREEMENT")
dated as of July 3, 1997, with NationsBank, N.A. (in its capacity as
"Administrative Agent" thereunder and as a lender) and certain other lenders
party thereto (together with NationsBank, N.A., the "EXISTING FACILITY A
LENDERS"), providing for, among other things, a revolving loan and standby
letter of credit facility in the aggregate principal amount of $3,750,000,000.

B. Subject to the terms and conditions set forth below, Borrower and
"Determining Lenders" (as defined in the Existing Agreement) desire to entirely
amend, modify, and restate the Existing Agreement in order, among other
things, to amend certain provisions of the Existing Agreement.

C. The amendment and restatement of the Existing Agreement hereunder
is not intended by the parties to constitute either a novation or a discharge
or satisfaction of the indebtedness and obligations under the Existing
Agreement, which indebtedness and obligations under the Existing Agreement
shall remain outstanding hereunder on the terms and conditions hereinafter
provided.

In consideration of the foregoing and the mutual covenants contained
herein, Borrower, NationsBank, N.A. (in its capacity as Administrative Agent
under the Existing Agreement), and Determining Lenders under the Existing
Agreement agree that, effective upon the Closing Date, the Existing Agreement
is amended and restated in its entirety, as follows:

SECTION 1 DEFINITIONS AND TERMS.

1.1 Definitions. As used herein:

364-DAY FACILITY means the revolving credit and term loan facility
described in and subject to the limitations of the 364-Day Facility Agreement.

364-DAY FACILITY AGREEMENT means that certain 364-Day Revolving Credit
and Term Loan Agreement, dated of even date herewith, among Borrower,
NationsBank, N.A., (in its capacity as "Administrative Agent" thereunder and as
a lender) and certain other Lenders party thereto (as the same may be amended,
modified, supplemented, or restated from time to time).

364-DAY FACILITY COMMITMENT means an amount (subject to availability,
reduction, or cancellation as provided in the 364-Day Facility Agreement) equal
to $7,000,000,000.

364-DAY PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under the 364-Day
Facility.

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
<PAGE> 7

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 7.13(g) and 7.19(d), 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.

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, N.A. (successor in interest by
merger to NationsBank of Texas, N.A.) and its permitted successor or successors
as administrative agent and arranging 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).

ALTERNATE RATE means on any date of determination, for any Swing Line
Borrowing, the sum of (i) 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 30-day deposits in
Dollars at approximately 11:00 a.m. Dallas, Texas time on the date of such
Swing Line Borrowing plus (ii) the Applicable Margin for Eurodollar Rate
Borrowings in effect on such date of determination. If for any reason such
rate is not available, the term "Alternate Rate" shall mean for any Swing Line
Borrowing, the sum of (i) 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 30-day deposits in Dollars at approximately 11:00
a.m., Dallas, Texas time, on the date of such Swing Line Borrowing; 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%) plus (ii) the Applicable
Margin for Eurodollar Rate Borrowings in effect on such date of determination.

ALTERNATE RATE SWING LINE BORROWING has the meaning as defined in
SECTION 2.3(a).

APPLICABLE LENDING OFFICE means, for each Facility A Lender and for
each Type of Borrowing, the "Lending

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
2
<PAGE> 8
Office" of such Facility A Lender (or an Affiliate of such Facility A Lender)
designated on SCHEDULE 2.1 attached hereto or such other office that such
Facility A Lender (or an Affiliate of such Facility A Lender) may from time to
time specify to Administrative Agent and Borrower by written notice in
accordance with the terms hereof.

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 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"):

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
APPLICABLE MARGIN
===================================================
RATINGS BASE RATE EURODOLLAR RATE FACILITY A
BORROWINGS BORROWINGS COMMITMENT FEES
=========================================================================================================
<S> <C> <C> <C>
Category 1
----------
BBB+ or higher by S&P; 0.0000% 0.3500% 0.1100%
Baa1 or higher by Moody's
- ---------------------------------------------------------------------------------------------------------
Category 2
----------
BBB by S&P; 0.0000% 0.4000% 0.1250%
Baa2 by Moody's
- ---------------------------------------------------------------------------------------------------------
Category 3
----------
BBB- by S&P; 0.0000% 0.4500% 0.1500%
Baa3 by Moody's
- ---------------------------------------------------------------------------------------------------------
Category 4
----------
BB+ by S&P; 0.0000% 0.5000% 0.1750%
Ba1 by Moody's
- ---------------------------------------------------------------------------------------------------------
Category 5
----------
BB or lower by S&P; 0.0000% 0.7500% 0.2500%
Ba2 or lower by Moody's
- ---------------------------------------------------------------------------------------------------------
</TABLE>

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
3
<PAGE> 9
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) On any date of determination of the Applicable Margin for
Eurodollar Rate Borrowings, if the sum of the Facility A
Commitment Usage, the Facility B Principal Debt, and the 364-Day
Principal Debt exceeds 33 1/3% (but less than 66 2/3%) of the
Total Commitment, then the Applicable Margin for Eurodollar Rate
Borrowings shall be increased by 0.05% (the "UTILIZATION FEE");
provided that, if the Facility A Commitment Usage, the Facility B
Principal Debt, and the 364-Day Principal Debt equals or exceeds
66 2/3% of the Total Commitment, then such Utilization Fee shall
be increased to 0.10%.

ARRANGER means NationsBanc Montgomery Securities LLC, and its successors
and assigns, in its capacity as "Lead Arranger" under the Loan Papers.

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 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 (whether under the LC
Subfacility, the Competitive Bid Subfacility, or 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 2.6(a).

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
4
<PAGE> 10
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 and Determining Lenders, and all conditions precedent
specified in SECTION 5.1 have been satisfied or waived.

CO-SYNDICATION AGENTS means Bank of America NT & SA, Barclays Bank PLC,
The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty Trust Company of New
York, and Royal Bank of Canada.

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

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

COMMITTED SUM means, on any date of determination for any Facility A
Lender, the amount stated beside its name on the most recently amended SCHEDULE
2.1 to the Facility A Agreement (which amount is subject to availability,
increase, reduction, or cancellation in accordance with this Facility A
Agreement.)

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 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.

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

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
5
<PAGE> 11
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 Restricted 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 (a) as applicable, either (i)
prior to the MCI Merger Date, the Financial Statements for the fiscal year
ended December 31, 1997, and the three-month period ended March 31, 1998,
calculated on a consolidated basis for Borrower and the Consolidated Companies;
or (ii) on or after the MCI Merger Date, the combined consolidated financial
statements of Borrower and MCI and their consolidated Subsidiaries as then most
recently filed with the Securities and Exchange Commission; or (b) the
Financial Statements required to be delivered under SECTIONS 7.3(a) or 7.3(b),
as the case may be, calculated on a consolidated basis for the Consolidated
Companies; provided that, for purposes of SECTION 5.1(b), "Current Financials"
shall mean both the Financial Statements described in ITEMS (i) and (ii)
preceding, whether or not the MCI Merger Date has occurred on or prior to such
date of determination.

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; provided,
however, that Debt shall not include obligations of Borrower which are owed to
a trust or other special purpose entity, all of whose common equity is
beneficially owned by Borrower, so long as such obligations are held by such
trusts or their representatives and are subordinate in right of payment to the
Obligation.

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.

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
6
<PAGE> 12
DETERMINING LENDERS means:

(a) For purposes of waiving or amending any conditions
precedent under SECTION 5.2 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; or

(b) For all other purposes under the Loan Papers, (i) on any
date of determination occurring prior to the date upon which the
Facility A 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 Principal Debt; and (ii) on any date
of determination occurring on or after the date upon which the Facility
A 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
11.13, 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 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

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
7
<PAGE> 13
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.

ERISA AFFILIATE means, with respect to Borrower or any of its
Subsidiaries, any company, 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), (c) or (m) 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 on any date of determination, (a) the secured and
unsecured Debt of Borrower and its Restricted Subsidiaries existing on the
Closing Date and described in PART A of SCHEDULE 7.12 (but expressly excluding
the WorldCom/Brooks Fiber Loan on and after the earlier of (i) the date of
repayment thereof in full and termination of the commitment thereunder and (ii)
the thirtieth (30th) day after the closing date of the 364-Day Facility); (b)
on and after the MCI Merger Date, the secured and unsecured Debt of MCI and its
Subsidiaries existing on the MCI Merger Date and described in PART B of
SCHEDULE 7.12 (but expressly excluding the MCI Revolving Facility, which shall
be repaid in full and the commitment thereunder terminated on or before the MCI
Merger Date); and (c) renewals, extensions, and refinancings of any of the
Existing Debt described in CLAUSES (a) and (b) to the extent that the principal
amount under (or the maximum principal amount that may be borrowed under) such
Existing Debt is not increased on or after the Closing Date (with respect to
Existing Debt listed in PART A of SCHEDULE 7.12) or on or after the MCI Merger
Date (with respect to Existing Debt listed in PART B of SCHEDULE 7.12).

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

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
8
<PAGE> 14
FACILITIES means, collectively, Facility A and Facility B; "FACILITY"
means either Facility A or Facility B, whichever the context requires.

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

FACILITY A AGENTS means, collectively, Administrative Agent and Co-
Syndication Agents under the Facility A Agreement.

FACILITY A AGREEMENT means this Amended and Restated Facility A
Revolving Agreement, and all Exhibits and Schedules hereto, as each may be
amended, modified, supplemented, or restated from time to time.

FACILITY A COMMITMENT means an amount (subject to availability,
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 11.13(C) of this Facility A Agreement) to 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 substantially in 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, and
(b) 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 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 Facility B.

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
9
<PAGE> 15
FACILITY B AGENTS means, collectively, Facility B Administrative Agent
and the "Co-Syndication Agents" appointed under the Facility B Agreement.

FACILITY B AGREEMENT means the Amended and Restated Term Loan Agreement
dated the date hereof among Borrower, Facility B Administrative Agent, and the
Facility B Lenders (as the same may be amended, modified, supplemented, or
restated from time to time).

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 11.13(c) of the Facility B Agreement) to the Facility B Agreement, and
subject to the terms and conditions of the Facility B Agreement, their
respective successors and assigns, but not any Participant who is not otherwise
a party to the 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, or restatements of or amendments or supplements to, any
such Facility B Loan Papers.

FACILITY B PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance 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

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
10
<PAGE> 16
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 lawful 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 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;
provided, that if, after the issuance of an LC in a Foreign Currency, the
Foreign Currency denominated in such LC ceases to be lawful currency freely-
convertible into Dollars and is replaced by a European single or common
currency (the "EURO"), then thereafter the Foreign Currency for purposes of
such LC shall be the Euro.

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 covenant
contained in SECTION 7.22 (and, to the extent used in or relating to such
covenant, any 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.

INDENTURES means any indentures or other agreements pursuant to which
notes, debentures, bonds, or debt securities are issued by any Restricted
Company, including, without limitation, the following: Indenture dated as of
March 1, 1997, between Borrower and The Chase Manhattan Trust Company, N.A., as
successor trustee; Indenture dated as of January 26, 1994, between MFS
Communications Company, Inc. and IBJ Schroder Bank & Trust Co., as trustee;
Indenture dated as of January 23, 1996 between MFS Communications Company, Inc.
and IBJ Schroder Bank & Trust Co., as trustee; Indenture dated as of February
26, 1996, between Brooks Fiber Properties, Inc. and The Bank of New York, as
trustee; and Indenture dated as of May 29, 1997, between Brooks Fiber
Properties, Inc. and The Bank of New York, as trustee, in each case as the same
have been or may be amended, modified, supplemented or restated from time to
time; and on and after the MCI Merger Date, references to "INDENTURES" shall
also include the Indenture dated as of October 15, 1989, between MCI and
Citibank, N.A., as trustee; Indenture dated as of February 17, 1995, between
MCI and Citibank, N.A., as trustee; and Junior Subordinated Indenture dated as
of May 29, 1996, between MCI and Wilmington Trust Company, as trustee, in each
case as the same have been or may be amended, modified, supplemented, or
restated from time to time.

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.

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
11
<PAGE> 17
LC means any standby letter of credit issued by Administrative Agent
under this Facility A Agreement or under the Existing 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 COMMITMENT means an amount (subject to availability, reduction, or
cancellation as herein provided) equal to the Dollar-Equivalent of $75,000,000.

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 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, on any date of determination, the Facility
A Lenders and the Facility B Lenders.

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 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, or (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. 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.

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
12
<PAGE> 18
MATERIAL SUBSIDIARY means, for purposes of SECTION 8.3, any Subsidiary
of Borrower (or any group of Subsidiaries of Borrower) that individually or
collectively own 10% or more of the book value of the consolidated assets of
the Restricted Companies determined as of the date of, and with respect to, the
Current Financials and the related Compliance Certificate.

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.

MCI means MCI Communications Corporation.

MCI MERGER means the merger of MCI with and into TC Investments Corp., a
wholly-owned Subsidiary of Borrower, in accordance with the terms of the MCI
Merger Agreement.

MCI MERGER AGREEMENT means the Agreement and Plan of Merger dated as of
November 9, 1997, among Borrower, MCI, and TC Investments Corp. (as amended to
date and as hereinafter amended subject to the consent of Administrative Agent
to any material amendment thereof, which consent shall not be unreasonably
withheld).

MCI MERGER DATE means the date upon which the MCI Merger closes in
accordance with the MCI Merger Agreement.

MCI REVOLVING FACILITY means the $4,000,000,000 Revolving Credit
Facility dated as of April 30, 1997, among MCI and the lenders party thereto,
as amended by that certain First Amendment to Revolving Credit Agreement dated
as of April 28, 1998.

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

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, N.A. (successor in interest by merger to
NationsBank of Texas, N.A.), in its individual capacity as a Lender, and its
successors and assigns.

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 2.6(a).

NOTICE OF CONVERSION is defined in SECTION 3.10.

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

OBLIGATION means all present and future indebtedness, liabilities, and
obligations, and all renewals and extensions thereof, or any part thereof, now
or hereafter owed to any Facility A Agent or Facility B 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 reasonable attorneys' fees and expenses
incurred in the enforcement or collection thereof) payable under the Loan
Papers.

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
13
<PAGE> 19
PARTICIPANT is defined in SECTION 11.13(E).

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

PERCENTAGE PART means, at the time of any determination, the proportion
which any Swing Line Lender's Swing Line Committed Sum bears to the Swing Line
Commitment then in effect.

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, equal to or higher than BBB- by S&P, and Baa3 by
Moody's;

(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;

(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 described in SECTION 8.6) 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, N.A. as its prime rate, which rate may not be the lowest
rate of interest charged by NationsBank, N.A. to its customers.

PRINCIPAL DEBT means, on any date of determination, the sum of the
Facility A Principal Debt and the Facility B Principal Debt.

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
14
<PAGE> 20
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 proportion that the Facility B Principal
Debt owed to such Facility B Lender bears to the Facility B Principal
Debt owed to all Facility B Lenders;

(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 all other purposes with respect to any Lender -- (i)
for so long 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 (ii)
at any time on and after the Facility A Termination Date, 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.

QUOTED SWING LINE BORROWINGS has the meaning as defined in SECTION
2.3(a).

QUOTED SWING LINE RATE has the meaning as defined in SECTION 2.3(a).

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.

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.

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
15
<PAGE> 21
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, has no
material liabilities, 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.

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 8.6,
any other officer designated from time to time by the Board of Directors of
Borrower, which designated officer is acceptable to Administrative Agent.

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
16
<PAGE> 22
RESTRICTED COMPANIES, at any time of determination thereof, means
Borrower and the Restricted Subsidiaries.

RESTRICTED SUBSIDIARIES means each of the Subsidiaries of Borrower
(other than the Unrestricted Subsidiaries).

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 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 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.

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, including Alternate Rate Swing Line Borrowings and Quoted Rate
Swing Line Borrowings.

SWING LINE COMMITMENT means an amount (subject to availability,
reduction, or cancellation as herein provided) equal to $175,000,000.

SWING LINE COMMITTED SUM means, on any date of determination for any
Swing Line Lender, the amount stated beside its name on the most-recently
amended SCHEDULE 2.3 to the Facility A Agreement (which amount is subject to
availability, increase, reduction, or cancellation in accordance with this
Facility A Agreement).

SWING LINE LENDERS means, collectively, NationsBank, those Lenders
listed on SCHEDULE 2.3, and any Facility A Lender designated by borrower as a
"Swing Line Lender" pursuant to and in accordance with SECTION 2.3(G), and
their respective permitted successors and assigns.

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

SWING LINE SUBFACILITY means the subfacility under Facility A described
in, and subject to the limitations of, SECTION 2.3.

TAXES means, for any Person, taxes, assessments, or other governmental
charges or levies imposed upon

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
17
<PAGE> 23
such Person, its income, or any of its properties, franchises, or assets.

TOTAL CAPITALIZATION means, on any date of determination, the sum of
Total Debt and Consolidated Net Worth.

TOTAL COMMITMENT means, on any date of determination, the sum of the
Facility A Commitment, the Facility B Principal Debt, and the 364-Day Facility
Commitment.

TOTAL DEBT means (without duplication) all Debt of the Restricted
Companies; provided that, in determining "Total Debt," Debt arising under the
8.00% Junior Subordinated Deferrable Interest Debentures (the "DEBENTURES")
issued by MCI pursuant to Supplemental Indenture No. 1 to the Junior
Subordinated Indenture dated as of May 29, 1996, between MCI and Wilmington
Trust Company, as Trustee (as the same has been or may be amended, modified,
supplemented, or restated, but not increased from time to time) shall not be
included, so long as no "Event of Default" under such Debentures or the related
Indenture has occurred and is continuing on any date of determination.

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

UNREFUNDED SWING LINE BORROWINGS has the meaning set forth in SECTION
2.3(d).

UNRESTRICTED SUBSIDIARIES, at any time of determination thereof, shall
mean (a) the Receivables Subsidiary and (b) any Subsidiary of Borrower
designated as an "Unrestricted Subsidiary" from time to time in accordance with
SECTION 7.21. UNRESTRICTED SUBSIDIARY, at any time of determination, shall
mean any of the Unrestricted Subsidiaries.

UTILIZATION FEE has the meaning set forth in CLAUSE (B) of the
definition of "Applicable Margin" in this SECTION 1.1.

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.

WORLDCOM/BROOKS FIBER LOAN means the loans under that certain
$1,250,000,000 364-Day Revolving Credit and Term Loan Agreement dated as of
February 19, 1998, among Borrower, NationsBank N.A. (in its capacity as
"Administrative Agent" thereunder and as a lender), and the other lenders party
thereto (as amended, restated and modified from time to time).

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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 this Facility
A Agreement not to exceed such Facility A Lender's Committed Sum under this
Facility A Agreement, which, subject to the Facility A Loan 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) $10,000,000 or
a greater integral multiple of $1,000,000 (if a Eurodollar Rate Borrowing), (C)
$5,000,000 or a greater integral multiple of $1,000,000 (if a Competitive
Borrowing), or (D) $1,000,000 or an integral multiple of $250,000 if in excess
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.

(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 LC Commitment, (iii) at the time of issuance of such
LC, no Default or Potential Default shall have occurred and be
continuing, and (iv) 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, Administrative Agent

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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 Facility A 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)).

(c) In order to induce Administrative Agent to issue and
maintain LCs and Facility A 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 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 this Facility A Agreement to the extent of
availability under this Facility A Agreement; the proceeds of such
Borrowing under this Facility A Agreement 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 this Facility A Agreement, 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 Facility A 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 this
Facility A Agreement, 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 this Facility A Agreement) 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.

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(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 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 Facility A 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

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<PAGE> 27
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.

(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

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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 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.

2.3 Swing Line Subfacility.

(a) Subject to the terms and conditions hereof and relying
upon the representations and warranties herein set forth, each Swing
Line Lender agrees, severally and not jointly, on and after the Closing
Date and until the earlier of the Business Day immediately preceding the
Facility A Termination Date or the termination of the Swing Line
Committed Sum of such Swing Line Lender, (i) to make available to
Borrower requested Swing Line Borrowings ("QUOTED SWING LINE
BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED
SWING LINE RATE") furnished by such Swing Line Lender from time to time
in its discretion to Borrower (through Administrative Agent) and
accepted by Borrower in its discretion and (ii) to lend to Borrower such
Swing Line Lender's Percentage Part of any requested Swing Line
Borrowing ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest at
a rate equal to the Alternate Rate; provided that, (A) the aggregate
Swing Line Principal Debt outstanding on any date of determination shall
not exceed the Swing Line Commitment; (B) on any date of determination,
the Facility A Commitment Usage shall never exceed the Facility A
Commitment; (C) at the time of such Swing Line Borrowing, no Default or
Potential Default shall have occurred and be continuing; (D) no Swing
Line Borrowing may be made on any date on which a Borrowing under
Facility A pursuant to SECTION 2.1 is being made; (E) no additional
Swing Line Borrowing shall be made at any time after any Facility A
Lender has refused, notwithstanding the requirements of SECTIONS 2.3(c)
and (d), to either fund a Borrowing under Facility A or to purchase a
participation in the Swing Line Principal Debt as required in such
Sections (such unavailability of the Swing Line Subfacility shall
continue until such funding or purchase shall occur or until the Swing
Line Principal Debt has been repaid); and (F) at any time after Facility
A Lenders are deemed to have purchased a participation in any Unrefunded
Swing Line Borrowing pursuant to SECTION 2.3(d), such Unrefunded Swing
Line Borrowings shall bear interest at the Default Rate. On any date of
determination, (i) as a result of Quoted Swing Line Borrowings, the
Swing Line Principal Debt owed to any Swing Line Lender may exceed such
Swing Line Lender's Swing Line Committed Sum and (ii) as a result of
Swing Line Borrowings, the Facility A Principal Debt owed to any Swing
Line Lender may exceed its Facility A Commitment. Each Quoted Swing
Line Borrowing shall be made only by the Swing Line Lender furnishing
the relevant Quoted Swing Line Rate. Each Alternate Rate Swing Line
Borrowing shall be made by all Swing Line Lenders ratably in accordance
with their respective Percentage Parts. Swing Line Borrowings shall be
made in a minimum aggregate principal amount of $1,000,000 or an
integral multiple of $250,000 if in excess thereof (or an aggregate
principal amount equal to the remaining balance of the available Swing
Line Commitment). Each Swing Line Lender shall make the portion of each
Swing Line Borrowing to be made by it available to Borrower by means of
a credit to the general deposit account of Borrower with Administrative
Agent or by a wire transfer, at the expense of Borrower, to an account
designated in writing by Borrower, in each case by 2:30 p.m, Dallas,
Texas time, on the date such Swing Line Borrowing is requested to be
made pursuant to SECTION 2.3(b) below, in immediately available funds.
Borrower may borrow, prepay, and reborrow Swing Line Borrowings on

AMENDED AND RESTATED
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or after the Closing Date and prior to the Facility A Termination Date
(or such earlier date on which the Swing Line Commitment shall terminate
in accordance herewith) on the terms and subject to the conditions and
limitations set forth herein.

(b) Borrowings under the Swing Line Subfacility shall be
subject to those terms and conditions applicable to Borrowings as set
forth in SECTIONS 5.2(c), (d), (e), and (f). Borrower shall give
Administrative Agent telephonic, written, or telecopy notice
substantially in the form of EXHIBIT B-7 (provided that, in the case of
telephonic notice, such notice shall be promptly confirmed by telecopy)
no later than 1:30 p.m., Dallas, Texas time (or, in the case of a
proposed Quoted Swing Line Borrowing, 11:00 a.m., Dallas, Texas time),
on the day of a proposed Swing Line Borrowing. Such notice shall be
delivered on a Business Day, shall be irrevocable (subject, in the case
of Quoted Swing Line Borrowings, to receipt by Borrower of Quoted Swing
Line Rates acceptable to it) and shall refer to this Facility A
Agreement and shall specify the requested Borrowing Date (which shall be
a Business Day) and the amount of such requested Swing Line Borrowing.
Administrative Agent shall promptly advise the Swing Line Lenders of any
notice received from Borrower pursuant to this SECTION 2.3(b). In the
event that Borrower accepts a Quoted Swing Line Rate in respect of a
requested Quoted Swing Line Borrowing, Borrower shall notify
Administrative Agent (which shall in turn notify the relevant Swing Line
Lender) of such acceptance no later than 1:30 p.m., Dallas, Texas time,
on the relevant Borrowing Date.

(c) Upon the occurrence of a Default or in the event that any
Swing Line Borrowing shall be outstanding for more than five Business
Days, Administrative Agent shall, on behalf of Borrower (which hereby
irrevocably directs and authorizes Administrative Agent to act on its
behalf), request a Base Rate Borrowing from the Facility A Lenders,
including the Swing Line Lenders (and each Facility A Lender shall fund
its Pro Rata Part of), in an amount sufficient to repay the Swing Line
Principal Debt outstanding under such Swing Line Borrowing; provided
that, such Borrowings under Facility A shall be made notwithstanding
Borrower's noncompliance with SECTION 5.2. Each Facility A Lender will
remit its Pro Rata Part of such Borrowing to Administrative Agent for
the account of the Swing Line Lenders at the office of Administrative
Agent prior to 12:00 Noon, Dallas, Texas time, in funds immediately
available on the Business Day next succeeding the date such notice is
given. The proceeds of such Borrowings under Facility A shall be
immediately applied to repay such Swing Line Borrowing.

(d) If, for any reason, Borrowings under Facility A may not be
(as determined by Administrative Agent in its sole discretion), or are
not, made pursuant to SECTION 2.3(c) to repay any Swing Line Borrowing
as required by such Section, then, effective on the date such Borrowing
under Facility A would otherwise have been made, each Lender severally,
unconditionally, and irrevocably agrees that it shall be deemed to have
purchased an undivided participating interest in such Swing Line
Borrowings ("UNREFUNDED SWING LINE BORROWINGS") to the extent of such
Facility A Lender's Pro Rata part thereof. Each Facility A Lender shall
fund a Borrowing under Facility A or a participation in the Unrefunded
Swing Line Borrowings no later than the close of business on the date
notice of such funding requirement is given by Administrative Agent if
such notice was given prior to 12:00 noon, Dallas, Texas time, on any
Business Day, or if made at any other time, on the next Business Day
following the date of such notice. All such amounts payable by any
Facility A Lender under this SECTION 2.3(d) 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, each Swing Line Lender
shall be deemed to continue to have outstanding its ratable portion of
the Swing Line Principal Debt in the amount of such unpaid obligation.
Each payment by Borrower of all or any part of any Swing

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<PAGE> 30
Line Borrowings shall be paid to Administrative Agent for the benefit of
the applicable Swing Line Lender (in the case of a Quoted Swing Line
Borrowing) or (in the case of Alternate Rate Swing Line Borrowings) for
the benefit of the Swing Line Lenders and those Facility A Lenders who
hold funded participations in such Unrefunded Swing Line Borrowings
under this SECTION 2.3(d); provided that, with respect to any such
participation, all interest on the Swing Line Principal Debt to which
such participation relates, accruing prior to the date of funding such
participation, shall be payable solely to Administrative Agent for the
account of the Swing Line Lenders (and all Facility A Lenders holding
funded participations in any Unrefunded Swing Line Borrowing prior to
such date). Any Lender holding a participation in any Unrefunded Swing
Line Borrowing may exercise any and all Rights of banker's lien, setoff,
or counterclaim with respect to any and all moneys owing by Borrower to
such Facility A Lender by reason thereof as fully as if such Facility A
Lender had extended such Borrowing under Facility A directly to Borrower
in the amount of such participation.

(e) Whenever, at any time after any Swing Line Lender has
received from any Facility A Lender such Facility A Lender's
participating interest in any Swing Line Borrowing, such Swing Line
Lender receives any payment on account thereof, such Swing Line Lender
will promptly distribute to such Facility A Lender its participating
interest in such amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Facility A
Lender's participating interest was outstanding and funded); provided,
however, that in the event that such payment received by such Swing Line
Lender is required to be returned, such Facility A Lender will return to
such Swing Line Lender any portion thereof previously distributed by
such Swing Line Lender to it.

(f) Notwithstanding anything to the contrary in this Facility
A Agreement, each Facility A Lender's obligation to fund the Facility A
Borrowings referred to in SECTION 2.3(c) and to purchase and fund
participating interests pursuant to SECTION 2.3(d) shall be absolute and
unconditional and shall not be affected by any circumstance, including,
without limitation, (i) any setoff, counterclaim, recoupment, defense,
or other right which such Facility A Lender or Borrower may have against
any Swing Line Lender, Borrower, or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Potential Default or
a Default or the failure to satisfy any of the conditions specified in
SECTION 5; (iii) any adverse change in the condition (financial or
otherwise) of Borrower or any of its Subsidiaries; (iv) any breach of
this Facility A Agreement by Borrower or any Facility A Lender; or (v)
any other circumstance, happening, or event whatsoever, whether or not
similar to any of the foregoing.

(g) Upon written or telecopy notice to the Swing Line Lenders
and to Administrative Agent, Borrower may at any time terminate, or
from time to time reduce in part or increase (with the approval of the
relevant Swing Line Lender), the Swing Line Committed Sum of any Swing
Line Lender, so long as the Swing Line Commitment is not increased. At
any time when there shall be fewer than seven Swing Line Lenders,
Borrower may appoint from among the Facility A Lenders a new Swing Line
Lender, subject to the prior consent of such new Swing Line Lender and
prior notice to Administrative Agent, so long as at no time shall there
be more than seven Swing Line Lenders. Notwithstanding anything to the
contrary in this Facility A Agreement, (i) if any Alternate Rate Swing
Line Borrowings shall be outstanding at the time of any termination,
reduction, increase, or appointment pursuant to the preceding two
sentences, Borrower shall on the date thereof prepay or borrow Alternate
Rate Swing Line Borrowings to the extent necessary to ensure that at all
times the outstanding Alternate Rate Swing Line Borrowings held by the
Swing Line Lenders shall be ratable according to the respective Swing
Line Committed Sums of the Swing Line Lenders and (ii) in no event may
the aggregate Swing Line Committed Sums of the Swing Line Lenders exceed
the Swing Line Commitment then in effect. On the date of any
termination or reduction of Swing Line Committed

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Sums pursuant to this SECTION 2.3(g), Borrower shall pay or prepay so
much of the Swing Line Principal Debt as shall be necessary in order
that, after giving effect to such termination or reduction, (i) the
aggregate outstanding principal amount of the Alternate Rate Swing Line
Borrowings of any Swing Line Lender will not exceed the Swing Line
Committed Sum of such Swing Line Lender and (ii) the aggregate
outstanding principal amount of all Swing Line Borrowings will not
exceed the Swing Line Commitment then in effect.

(h) Borrower may prepay any Swing Line Borrowing in whole or
in part at any time without premium or penalty; provided that, Borrower
shall have given the Administrative Agent written or telecopy notice (or
telephone notice promptly confirmed in writing or by telecopy) of such
prepayment not later than 9:30 a.m., Dallas, Texas time, on the Business
Day designated by Borrower for such prepayment; and provided further
that, each partial prepayment shall be in a minimum principal amount of
$1,000,000 or an integral multiple of $250,000 if in excess thereof.
Each notice of prepayment under this SECTION 2.3(h) shall specify the
prepayment date and the principal amount of each Swing Line Borrowing
(or portion thereof) to be prepaid, shall be irrevocable, and shall
commit Borrower to prepay such Swing Line Borrowing (or portion thereof)
by the amount stated therein on the date stated therein. All accrued
interest on Swing Line Borrowings is payable quarterly in arrears. Each
payment of principal of or interest on Alternate Rate Swing Line
Borrowings shall be allocated, as between the Swing Line Lenders,
ratably in accordance with their respective Swing Line Committed Sums.

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 Facility A Commitment 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.

(b) In order to request Competitive Bids, Borrower shall
deliver a Competitive Bid Request to Administrative Agent (i) not later
than 10:00 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) 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-4 may be rejected by
Administrative Agent, and Administrative Agent shall promptly notify
Borrower of such rejection. Each Competitive Bid Request shall refer to
this 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 $5,000,000 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

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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 third 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 10:45 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
2.4(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

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27
<PAGE> 33
be funded pursuant to all accepted bids under this 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 Base Rate Borrowing under Facility A in the amount of
such Competitive Borrowing, subject to satisfaction of the conditions
specified in SECTIONS 2.1 and 5.2; provided that failure to repay such
Competitive Borrowing on the last day of the applicable Interest Period
shall not constitute a failure to satisfy such conditions.

2.5 Termination of Commitments. Without premium or penalty, and upon
giving not less than three (3) 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 three
(3) Business Days after Borrower's delivery of such notice). In the event that
the Facility A Commitment is reduced to zero at a time when there shall be no
outstanding LCs or Facility A Principal Debt, this Facility A Agreement shall
be terminated to the extent specified in SECTION 11.14, 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,

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without notice or demand by Administrative Agent or any Facility A Lender. The
Swing Line Commitment and the LC Commitment shall each be automatically and
permanently reduced from time to time in accordance with Borrower's
instructions on the date of each reduction in the Facility A Commitment such
that the Swing Line Commitment and the LC Commitment do not exceed the Facility
A Commitment after giving effect to such reduction of the Facility A
Commitment. Each reduction in the Swing Line Commitment will be allocated
among the Swing Line Lenders in accordance with their respective Percentage
Parts.

2.6 Borrowing Procedure. The following procedures apply to
Borrowings under Facility A (other than Competitive Borrowings, Swing Line
Borrowings, and Borrowings pursuant to SECTIONS 2.2(c) and 2.3(d)):

(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.

(b) Each Facility A Lender shall remit its Pro Rata Part of
each requested Borrowing to Administrative Agent's principal office in
Dallas, Texas, in funds which are or will be available for immediate use
by Administrative Agent by 1:00 p.m. Dallas, Texas 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.

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
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SECTION 3 TERMS OF PAYMENT.

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 Facility A Principal Debt arising under the Swing
Line Subfacility).

(c) All payments of principal, interest, and other amounts to
be made by Borrower under this Facility A Agreement and the other
Facility A Loan Papers shall be made to Administrative Agent at its
principal office in Dallas, Texas in Dollars and 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, without setoff, deduction, or
counterclaim. Subject to the definition of "Interest Period" herein,
whenever any payment under this Facility A Agreement or any other Loan
Paper shall be stated to be due on a day that is not a Business Day,
such payment may be made on the next succeeding Business Day, and such
extension of time in such case shall be included in the computation of
interest and fees, as applicable and as the case may be. 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 of principal, interest, or other amount 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 is received by Administrative Agent prior to 12:00
noon Dallas, Texas time, and otherwise before 12:00 noon Dallas, Texas
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.

AMENDED AND RESTATED
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(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
Line Principal Debt exceeds the Swing Line Commitment 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; (iv) Borrower shall pay any related Consequential Loss
within ten (10) days after demand therefor; and (v) notwithstanding the
provisions of this SECTION 3.2(d), prepayments of any Swing Line
Borrowing shall be made in accordance with SECTION 2.3(h). 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.

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, the Quoted Swing Line
Rate, or the Alternate Rate, as the case may be, and (b) the Maximum Rate.
Each change in the Base Rate, the Maximum Rate, the Quoted Swing Line Rate, or
the Alternate 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 employee 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.

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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 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
Swing Line Borrowings accruing interest at the Quoted Swing Line Rate or
the Alternate 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.

(b) The provisions of this Facility A Agreement relating to
calculation of the Base Rate, the Adjusted Eurodollar Rate, the Quoted
Swing Line Rate, the Alternate Rate, and Competitive Bid Rates are
included only for the purpose of determining the rate of interest or
other amounts to be paid hereunder that are based upon such rate.

3.8 Maximum Rate. Regardless of any provision contained in any Loan
Paper, no Lender shall ever be entitled to contract for, charge, take, reserve,
receive, or apply, as interest on the Obligation, or any part thereof, any
amount in excess of the Maximum Rate, and, if 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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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 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 Principal Debt; and (d) no
more than an aggregate of twenty (20) Interest Periods (including, without
limitation, 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 $10,000,000 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 to each Lender in the proportion
that the Principal Debt owed to such Lender bears to the Principal Debt
owed to all Lenders under the Facility (or Subfacility thereunder) in
respect of which such payment was 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 reasonable
expenses for which Facility A Agents, Facility B Agents, or
Lenders have not been paid or reimbursed in accordance with the

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Loan Papers; (as used in this SECTION 3.11(b)(I), a "ratable
payment" for any Lender, Facility A Agent, or Facility B Agent
shall be, on any date of determination, that proportion which the
portion of the total fees and indemnities owed to such Lender,
Facility A Agent, or Facility B Agent bears to the total
aggregate fees and indemnities owed to all Lenders, Facility A
Agents, and Facility B Agents on such date of determination);

(ii) to the Pro Rata payment of all accrued and unpaid
interest on the Principal Debt;

(iii) to the ratable payment of the Swing Line Principal
Debt which is due and payable and which remains unfunded by any
Borrowing under Facility A; provided that, such payments shall be
allocated among the Swing Line Lenders and the Facility A Lenders
which have funded their participation in the Swing Line Principal
Debt;

(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

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(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 3.15 than the transferor Facility A Lender would have been entitled to
receive with respect to such Borrowings.

3.15 Increased Cost and Reduced Return.

(a) If, after the date hereof, the adoption of any applicable
Law or any change in any applicable Law, or any change in the
interpretation or administration thereof by any Governmental Authority,
or compliance by any Facility A Lender (or its Applicable Lending
Office) with any request or directive (whether or not having the force
of law) of any such Governmental Authority:

(i) shall subject such Facility A Lender (or its
Applicable Lending Office) to any Tax with respect to any
Eurodollar Rate Borrowing, its Notes, or its obligation to loan
Eurodollar Rate Borrowings, or change the basis of taxation of
any amounts payable to such Facility A Lender (or its Applicable
Lending Office) under the Facility A Loan Papers in respect of
any Eurodollar Rate Borrowings (other than with respect to Taxes
imposed on the overall net income of such Facility A Lender by
any jurisdiction and other than liabilities, interest, and
penalties incurred as a result of the gross negligence or wilful
misconduct of such Facility A Lender);

(ii) shall impose, modify, or deem applicable any
reserve, special deposit, assessment, or similar requirement
(other than the Reserve Requirement utilized in the determination
of the Adjusted Eurodollar Rate) relating to any extensions of
credit or other assets of, or any deposits with or other
liabilities or commitments of, such Facility A Lender (or its
Applicable Lending Office), including the commitment of such
Facility A Lender hereunder; or

(iii) shall impose on such Facility A Lender (or its
Applicable Lending Office) or the London interbank market any
other condition affecting the Facility A Loan Papers or any of
such extensions of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the actual cost to
such Facility A Lender (or its Applicable Lending Office) of making,
converting into, continuing, or maintaining any Eurodollar Rate
Borrowings or to reduce any sum received or receivable by such Facility
A Lender (or its Applicable Lending Office) under the Facility A Loan
Papers with respect to any Eurodollar Rate Borrowing, then Borrower
shall pay to such Facility A Lender on demand such amount or amounts as
will compensate such Facility A Lender for such increased cost or
reduction as provided in SECTION 3.15(c) below. If any Facility A
Lender requests compensation by Borrower under this SECTION 3.15(a),
Borrower may, by notice

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to such Facility A Lender (with a copy to Administrative Agent), suspend
the obligation of such Facility A Lender to loan or continue Borrowings
of the Type with respect to which such compensation is requested, or to
convert Borrowings of any other Type into Borrowings of such Type, until
the event or condition giving rise to such request ceases to be in
effect (in which case the provisions of SECTION 3.18 shall be
applicable); provided, that such suspension shall not affect the Right
of such Facility A Lender to receive the compensation so requested.

(b) If, after the date hereof, any Facility A Lender shall
have determined that the adoption of any applicable Law regarding
capital adequacy or any change therein or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or any request or directive
regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority has or would have the effect of reducing
the rate of return by an amount deemed by it to be material on the
capital of such Facility A Lender or any corporation controlling such
Facility A Lender as a consequence of such Facility A Lender's
obligations hereunder to a level below that which such Facility A Lender
or such corporation could have achieved but for such adoption, change,
request, or directive (taking into consideration its policies with
respect to capital adequacy), then from time to time upon demand
Borrower shall pay to such Facility A Lender such additional amount or
amounts as will compensate such Facility A Lender for such reduction.

(c) Each Facility A Lender shall promptly notify Borrower and
Administrative Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Facility A Lender to
compensation pursuant to this Section and will designate a different
Applicable Lending Office if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the
reasonable judgment of such Facility A Lender, be otherwise
disadvantageous to it. Any Facility A Lender claiming compensation
under this Section shall furnish to Borrower and Administrative Agent a
statement setting forth in reasonable detail the additional amount or
amounts to be paid hereunder which shall be presumed correct in the
absence of manifest error. In determining such amount, such Facility A
Lender may use any reasonable averaging and attribution methods.

3.16 Limitation on Types of Loans. If on or prior to the first day of
any Interest Period for any Eurodollar Rate Borrowing:

(a) Administrative Agent determines (which determination shall
be conclusive absent manifest error) that by reason of circumstances
affecting the relevant market, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for such Interest Period; or

(b) Determining Lenders determine (which determination shall
be conclusive absent manifest error) and notify Administrative Agent
that the Adjusted Eurodollar Rate will not adequately and fairly reflect
the cost to the Facility A Lenders of funding Eurodollar Rate Borrowings
for such Interest Period;

then Administrative Agent shall give Borrower prompt notice thereof specifying
the relevant amounts or periods, and so long as such condition remains in
effect, the Facility A Lenders shall be under no obligation to fund additional
Eurodollar Rate Borrowings, continue Eurodollar Rate Borrowings, or to convert
Base Rate Borrowings into Eurodollar Rate Borrowings, and Borrower shall, on
the last day(s) of the then current Interest Period(s) for the outstanding
Eurodollar Rate Borrowings, either prepay such Borrowings or convert such
Borrowings into Base Rate Borrowings in accordance with the terms of this
Facility A Agreement.

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3.17 Illegality. Notwithstanding any other provision of this Facility
A Agreement, in the event that it becomes unlawful for any Facility A Lender or
its Applicable Lending Office to make, maintain, or fund Eurodollar Rate
Borrowings hereunder, then such Facility A Lender shall promptly notify
Borrower thereof and such Facility A Lender's obligation to make or continue
Eurodollar Rate Borrowings and to convert other Base Rate Borrowings into
Eurodollar Rate Borrowings shall be suspended until such time as such Facility
A Lender may again make, maintain, and fund Eurodollar Rate Borrowings (in
which case the provisions of SECTION 3.18 shall be applicable); provided that,
such Facility A Lender will use best efforts (consistent with legal and
regulatory restrictions) to change the jurisdiction of its Applicable Lending
Office so as to eliminate any illegality, if such change, in the reasonable
judgment of such Facility A Lender, is not otherwise disadvantageous to such
Facility A Lender.

3.18 Treatment of Affected Loans. If the obligation of any Facility A
Lender to fund Eurodollar Rate Borrowings or to continue, or to convert Base
Rate Borrowings into Eurodollar Rate Borrowings, shall be suspended pursuant to
SECTIONS 3.15, 3.16, or 3.17 hereof, such Facility A Lender's Eurodollar Rate
Borrowings shall be automatically converted into Base Rate Borrowings on the
last day(s) of the then current Interest Period(s) for Eurodollar Rate
Borrowings (or, in the case of a conversion required by SECTION 3.17 hereof, on
such earlier date as such Facility A Lender may specify to Borrower with a copy
to Administrative Agent) and, unless and until such Facility A Lender gives
notice as provided below that the circumstances specified in SECTIONS 3.15,
3.16, or 3.17 hereof that gave rise to such conversion no longer exist:

(a) to the extent that such Facility A Lender's Eurodollar
Rate Borrowings have been so converted, all payments and prepayments of
principal that would otherwise be applied to such Facility A Lender's
Eurodollar Rate Borrowings shall be applied instead to its Base Rate
Borrowings; and

(b) all Borrowings that would otherwise be made or continued
by such Facility A Lender as Eurodollar Rate Borrowings shall be made or
continued instead as Base Rate Borrowings, and all Borrowings of such
Facility A Lender that would otherwise be converted into Eurodollar Rate
Borrowings shall be converted instead into (or shall remain as) Base
Rate Borrowings.

If such Facility A Lender gives notice to Borrower (with a copy to
Administrative Agent) that the circumstances specified in SECTIONS 3.15, 3.16,
or 3.17 hereof that gave rise to the conversion of such Facility A Lender's
Eurodollar Rate Borrowings pursuant to this SECTION 3.18 no longer exist (which
such Facility A Lender agrees to do promptly upon such circumstances ceasing to
exist) at a time when Eurodollar Rate Borrowings made by other Facility A
Lenders are outstanding, such Facility A Lender's Base Rate Borrowings shall be
automatically converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Eurodollar Rate Borrowings, to the extent
necessary so that, after giving effect thereto, all Eurodollar Rate Borrowings
held by the Facility A Lenders and by such Facility A Lender are held Pro Rata
(as to principal amounts, Types, and Interest Periods) in accordance with their
respective Commitments.

3.19 Compensation; Replacement of Facility A Lenders.

(a) Upon the request of any Facility A Lender, Borrower shall
pay to such Facility A Lender such amount or amounts as shall be
sufficient (in the reasonable opinion of such Facility A Lender) to
compensate it for any Consequential Loss; provided that, in each case,
the Person claiming such Consequential Loss has furnished Borrower with
a reasonably detailed statement of such loss, which statement shall be
conclusive in the absence of manifest error.

(b) If any Facility A Lender requests compensation under
SECTION 3.15 or if Borrower is

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required to pay additional amounts to or for the account of any Facility
A Lender pursuant to SECTION 3.20 (collectively, "ADDITIONAL AMOUNTS"),
then Borrower may, at its sole expense and effort, upon written notice
to such Facility A Lender and Administrative Agent, require such
Facility A Lender to assign and delegate, without recourse, all its
interests, Rights, and obligations under this Facility A Agreement and
the other Facility A Loan Papers (other than any outstanding Competitive
Borrowings held by such Facility A Lender) to an Eligible Assignee that
shall assume such obligations; provided that, (i) Borrower shall have
received the prior written consent of Administrative Agent to any such
assignment; (ii) such Facility A Lender shall have received payment from
Borrower of any Additional Amounts owed to such Facility A Lender by
Borrower for periods prior to the replacement of such Facility A Lender
and any actual costs incurred as a result of such replacement of a
Facility A Lender; (iii) such assignment will result in reduction or
elimination of the Additional Amounts; and (iv) such assignment and
acceptance shall be made in accordance with, and subject to the
requirements and restrictions contained in, SECTION 11.13(b). A
Facility A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Facility A
Lender or otherwise, the circumstances entitling such Borrowing to
require such assignment and delegation cease to apply.

3.20 Taxes.

(a) Any and all payments by Borrower to or for the account of
any Facility A Lender or Administrative Agent hereunder or under any
other Loan Paper shall be made free and clear of and without deduction
for any and all present or future Taxes, excluding, in the case of each
Facility A Lender and Administrative Agent, Taxes imposed on its income
and franchise Taxes imposed on it by any jurisdiction and other
liabilities, interest, and penalties incurred as a result of the gross
negligence or wilful misconduct of such Facility A Lender or
Administrative Agent (all such Non-Excluded Taxes referred to as "NON-
EXCLUDED TAXES"). If Borrower shall be required by law to deduct any
Non-Excluded Taxes from or in respect of any sum payable under this
Facility A Agreement or any other Facility A Loan Paper to any Facility
A Lender or Administrative Agent, (i) the sum payable shall be increased
as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this SECTION
3.20) such Facility A Lender or Administrative Agent receives an amount
equal to the sum it would have received had no such deductions been
made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay
the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law, and (iv) Borrower shall
furnish to Administrative Agent, at its address listed in SCHEDULE 2.1,
the original or a certified copy of a receipt evidencing payment
thereof.

(b) In addition, Borrower agrees to pay any and all present or
future stamp or documentary taxes and any other excise or property Taxes
which arise from any payment made under this Facility A Agreement or any
other Facility A Loan Paper or from the execution or delivery of, or
otherwise with respect to, this Facility A Agreement or any other
Facility A Loan Paper (hereinafter referred to as "OTHER TAXES").

(c) BORROWER AGREES TO INDEMNIFY EACH FACILITY A LENDER AND
ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF NON-EXCLUDED TAXES THAT
SHOULD HAVE BEEN WITHHELD BY BORROWER AND OTHER TAXES (INCLUDING,
WITHOUT LIMITATION, ANY NON-EXCLUDED TAXES THAT SHOULD HAVE BEEN
WITHHELD BY BORROWER OR OTHER TAXES IMPOSED OR ASSERTED BY ANY
JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 3.20) PAID BY SUCH
FACILITY A LENDER OR ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY
LIABILITY (INCLUDING PENALTIES, INTEREST, AND EXPENSES OTHER THAN THOSE
INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF
SUCH FACILITY A LENDER OR ADMINISTRATIVE AGENT) ARISING THEREFROM OR
WITH RESPECT THERETO.

(d) Each Facility A Lender organized under the Laws of a
jurisdiction outside the United

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States, on or prior to the date of its execution and delivery of this
Facility A Agreement in the case of each Facility A Lender listed on the
signature pages hereof and on or prior to the date on which it becomes a
Facility A Lender in the case of each other Facility A Lender, and from
time to time thereafter, including, without limitation, upon the
expiration or obsolescence of any previously delivered form or upon the
written request of Borrower or Administrative Agent (but only so long as
such Facility A Lender remains lawfully able to do so) shall provide
Borrower and Administrative Agent with (i) Internal Revenue Service Form
1001 or 4224, as appropriate, or any successor form prescribed by the
Internal Revenue Service, certifying that such Facility A Lender is
entitled to benefits under an income tax treaty to which the United
States is a party which reduces the rate of withholding tax on payments
of interest or certifying that the income receivable pursuant to this
Facility A Agreement is effectively connected with the conduct of a
trade or business in the United States, (ii) Internal Revenue Service
Form W-8 or W-9, as appropriate, or any successor form prescribed by the
Internal Revenue Service, and (iii) any other form or certificate
required by any taxing authority (including any certificate required by
Sections 871(h) and 881(c) of the Internal Revenue 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.

(e) For any period with respect to which a Facility A Lender
has failed to provide Borrower and Administrative Agent with the
appropriate form pursuant to SECTION 3.20(d) (unless such failure is due
to a change in Law, occurring subsequent to the date on which a form
originally was required to be provided), such Facility A Lender shall
not be entitled to indemnification under this SECTION 3.20 with respect
to Taxes imposed by the United States; provided, however, that should a
Facility A Lender, which is otherwise exempt from or subject to a
reduced rate of withholding tax, become subject to Taxes because of its
failure to deliver a form required hereunder, Borrower shall take such
steps as such Facility A Lender shall reasonably request to assist such
Facility A Lender to recover such Taxes.

(f) If Borrower is required to pay additional amounts to or
for the account of any Facility A Lender pursuant to this SECTION 3.20,
then such Facility A Lender will use best efforts (consistent with legal
and regulatory restrictions) to change the jurisdiction of its
Applicable Lending Office so as to eliminate or reduce any such
additional payment which may thereafter accrue if such change, in the
judgment of such Facility A Lender, is not otherwise disadvantageous to
such Facility A Lender.

(g) Within thirty (30) days after the date of any payment of
Non-Excluded Taxes or Other Taxes, Borrower shall furnish to
Administrative Agent the original or a certified copy of a receipt
evidencing such payment.

(h) Without prejudice to the survival of any other agreement
of Borrower hereunder, the agreements and obligations of Borrower
contained in this SECTION 3.20 shall survive the termination of the
Commitment and the payment in full of the Obligation.

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

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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 June 30, 1998 (as thereafter amended or modified from
time to time), among 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, and
December 31. Each such installment shall be in an amount equal to the product
of (a) (i) the Applicable Margin for Eurodollar Rate Borrowings (inclusive of
any Utilization Fee, if any) in effect on the date of payment of such fee (and
applied on a per annum basis), multiplied by (b) the face amount (on a Dollar-
Equivalent basis) of such LC, and pro rated (in accordance with SECTION 4.1(f))
for the period for which such installment is due.

4.4 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 installments in arrears, on each March
31, June 30, September 30, and December 31 and on the Facility A Termination
Date, commencing September 30, 1998. Each installment shall be in an amount
equal to the Applicable Margin designated in SECTION 1.1 for commitment fees
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 4.4, (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; 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 and until (a) Administrative Agent has received all
of the agreements, documents, instruments, and other items described on
SCHEDULE 5.1, (b) there has been no change in the consolidated financial
condition of the Consolidated Companies from that shown in the respective
Current Financials of such companies which could be a Material Adverse Event;
and (c) Determining Lenders have indicated their consent to this amendment and
restatement of the Existing Agreement by execution and delivery of a
counterpart signature page to this Facility A Agreement; upon satisfaction of
such conditions of closing, the Facility A Loan Papers shall be deemed
effective and binding upon Borrower, Facility A Agents, and all Facility A
Lenders, whether or not such Facility A Lender (other than Determining Lenders)
has executed this Facility A Agreement.

5.2 Conditions Precedent to Each Borrowing. In addition to the
conditions stated in SECTION 5.1

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(except SECTION 5.1(b)), 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 any fees then
payable as provided for in SECTION 4.2, 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);

(d) no Default or Potential Default shall have occurred and be
continuing;

(e) the funding of such Borrowings and issuance of such LC, as
the case may be, is permitted by Law; and

(f) 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), and (e) 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.

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 will use all proceeds of
Borrowings for general corporate purposes of the Restricted Companies,
including, without limitation, liquidity support for commercial paper. 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 T, U, or X (as enacted by the Board of Governors of the Federal
Reserve System, as amended). "Margin Stock" (as defined in Regulation U)
constitutes less than 25% of those assets of the Restricted Companies which are
subject to any limitation on sale, pledge, or other similar restrictions
hereunder.

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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. 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, approvals, 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 (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 those
Authorizations the failure of which to be obtained or made could not be a
Material Adverse Event. The Restricted Companies have obtained all
Authorizations of the FCC and any applicable PUC necessary to conduct their
businesses, and all such Authorizations are in full force and effect, without
conditions, except such conditions as are generally applicable to holders of
such Authorizations. There are no violations of any such Authorizations which
could, individually or collectively, be a Material Adverse Event, nor are there
any proceedings pending or, to the knowledge of Borrower, threatened against
the Restricted Companies to revoke or limit any such Authorization which could,
individually or collectively, be a Material Adverse Event, and Borrower has no
knowledge that any such Authorizations will not be renewed in the ordinary
course, except for any nonrenewals that could not be a Material Adverse Event.

6.3 Authorization and Contravention. The execution, delivery, and
performance by Borrower of each Loan Paper and its obligations thereunder (a)
are within the corporate power of Borrower, (b) will have been duly authorized
by all necessary corporate action on the part of Borrower when such Loan Paper
is executed and delivered, (c) require no action by or in respect of, consent
of, or filing with, any Governmental Authority, which action, consent, or
filing has not been taken or made on or prior to the Closing Date, (d) will not
violate any provision of the charter or bylaws of Borrower, (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 that is
material in relation to the Consolidated Companies taken as a whole. On and as
of the MCI Merger Date, no action by, or in respect of, consent of, or filing
with, any Governmental Authority or other Person is required in connection with
the MCI Merger which has not been obtained or performed on or prior to the MCI
Merger Date or the failure of which to be obtained or performed would not be a
Material Adverse Event.

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

6.5 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 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.

6.6 Litigation, Claims, Investigations. No Restricted Company is
subject to, or aware of the threat

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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
judgments, decrees, or orders of any Governmental Authority outstanding against
any Restricted Company that could be a Material Adverse Event.

6.7 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 Liens permitted under SECTION 7.13(F)
have been satisfied or for which nonpayment thereof could not constitute a
Material Adverse Event.

6.8 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.

6.9 ERISA Compliance. (a) No Employee Plan has incurred an
accumulated funding deficiency, as defined in section 302 of ERISA and section
412 of the Code, (b) neither Borrower nor any ERISA Affiliate has incurred
material liability which is currently due and remains unpaid under Title IV of
ERISA to the PBGC or to an Employee Plan in connection with any such Employee
Plan, (c) neither Borrower nor any ERISA Affiliate has withdrawn in whole or in
part from participation in a Multiemployer Plan, (d) Borrower has not engaged
in any "prohibited transaction" (as defined in section 406 of ERISA or section
4975 of the Code) which would be a Material Adverse Event, and (e) no
Reportable Event has occurred which is likely to result in the termination of
an Employee Plan. The present value of all benefit liabilities within the
meaning of Title IV of ERISA under each Employee Plan (based on those actuarial
assumptions used to fund such Employee Plan) did not, as of the last annual
valuation date for the 1997 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 1997 plan year of each such Plan,
exceed the value of the assets of all such plans.

6.10 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 Liens permitted in SECTION 7.13, 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.

6.11 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 T, U, and X of the Board of Governors of the Federal Reserve System
and the requirements of

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any PUC or public service commission) which regulates the incurrence of Debt.

6.12 No Default. No event has occurred and is continuing or would
result from the incurring of obligations by Borrower under this Facility A
Agreement or any other Loan Paper which constitutes a Default or a Potential
Default. No Restricted Subsidiary is in default under or with respect to any
material written or oral agreements, contracts, commitments, or understandings
to which any Restricted Company is party (including without limitation, the
Existing Agreement) which could, individually or together with all such
defaults, be a Material Adverse Event.

6.13 Senior Indebtedness. All of the Obligation constitutes "senior
indebtedness" or "senior debt" (or ranks at least pari passu with other senior
and unsubordinated indebtedness) under the terms of the Indentures to which
Borrower is a party or any other unsecured senior Debt or secured or unsecured
subordinated Debt of Borrower.

6.14 Year 2000 Compliance. Borrower has (i) initiated a review and
assessment of all areas within its and each of its Subsidiaries' business and
operations that could be adversely affected by the "Year 2000 Problem" (that
is, the risk that computer applications used by the Borrower or any of its
Subsidiaries may be unable to recognize and perform properly date-sensitive
functions involving certain dates prior to and any date after December 31,
1999), (ii) developed a plan and time line for addressing the Year 2000 Problem
on a timely basis, and (iii) to date, implemented in all material respects that
plan in accordance with that timetable.

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.

7.2 Books and Records. The Consolidated Companies shall maintain
books, records, and accounts necessary to prepare financial statements in
accordance with GAAP (with such exceptions as may be noted in the Current
Financials provided to Administrative Agent).

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 110 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 (or in lieu thereof the Form
10-K of the Consolidated Companies filed with the Securities and
Exchange Commission for such fiscal year), 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,

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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) 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; and

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

(b) Promptly after preparation, and no later than 65 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 (or in lieu thereof the Form
10-Q of the Consolidated Companies filed with the Securities and
Exchange Commission for such fiscal quarter), accompanied by a
Compliance Certificate with respect to such Financial Statements.

(c) 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 other Litigation affecting the
Restricted Companies which Borrower would be required to report to the
Securities and Exchange Commission pursuant to the Securities and
Exchange Act of 1934, as amended, within four Business Days after
reporting the same to the Securities and Exchange Commission; (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) a default
or event of default under any material agreement of any Restricted
Company which could be a Material Adverse Event; (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
$100,000,000 or of the impending termination or reorganization of such
Multiemployer Plan.

(d) Promptly after the filing thereof, a true, correct, and
complete copy of each material report and registration statement filed
with the Securities and Exchange Commission, including, without

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limitation, 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.

(e) Promptly upon request therefor by Administrative Agent or
Lenders holding, in the aggregate, at least 25% of the sum of the
Facility A Commitment and the Facility B Principal Debt (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. On and after the occurrence of any Potential
Default or Default, 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, employees, other
representatives, and independent accountants, from time to time, during
reasonable business hours, as often as may be desired, and all at the expense
of Borrower.

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 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).

7.7 Maintenance of Existence, Assets, and Business. Except as
otherwise permitted by SECTION 7.20, 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,
except where the failure to do so would not be a Material Adverse Event; 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, except where the failure to so maintain
would not be a Material Adverse Event.

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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 $100,000,000.

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, except where the failure to so comply or correct would not
be a Material Adverse Event; (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, except where the
failure to do so would not be a Material Adverse Event; 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;

(b) Existing Debt;

(d) Debt incurred by any Restricted Company under any
Financial Hedge with any Lender or an Affiliate of any Lender;

(e) Debt between Restricted Companies, so long as any such
inter-company Debt owed by Borrower to any other Restricted Company is
unsecured; or Debt of any Restricted Company to the Receivables
Subsidiary; and

(f) Debt of any Restricted Company not otherwise permitted by
this SECTION 7.12, so long as (i) no Default or Potential Default exists
on the date any such Debt is created, incurred, or assumed or arises
after giving effect to such Debt incurrence; and (ii) if such Debt is
secured, on the date any such secured Debt is created, incurred, or
assumed, the principal amount of such secured Debt when aggregated with
the principal amount of all other secured Debt of the Restricted
Companies incurred in accordance with this SECTION 7.12(F) does not
exceed 10% of the book value of the consolidated assets of the
Restricted Companies determined as of the date of, and with respect to,
the Current Financials and the related Compliance Certificate.

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Notwithstanding anything in this SECTION 7.12 to the contrary, the aggregate
principal amount of all Debt of the Restricted Subsidiaries may not exceed, on
any date of determination, the sum of (i) 10% of the book value of the
consolidated assets of the Restricted Companies, determined as of the date of
the most-recently delivered consolidated Financial Statements of Borrower and
the related Compliance Certificate, plus (ii) the principal amount of all
Existing Debt of MCI and its Subsidiaries on and after the MCI Merger Date.

7.13 Liens. No Restricted Company will, directly or indirectly,
create, incur, or suffer or permit to be created or incurred or to exist any
Lien upon any of its assets, except:

(a) Liens securing Debt permitted to be incurred or
outstanding under SECTION 7.12(b) and SECTION 7.12(f), so long as (i)
with respect to Liens securing Existing Debt, such Liens are limited to
the assets securing such Existing Debt on the Closing Date (in the case
of Existing Debt described in PART A of SCHEDULE 7.12) or on the MCI
Merger Date (in the case of Existing Debt described in PART B of
SCHEDULE 7.12), (ii) no Default or Potential Default exists on the date
any such Lien is granted or created, (iii) the aggregate amount of all
Debt secured by such Liens does not exceed the aggregate amount of
secured Debt permitted by SECTIONS 7.12(b) and 7.12(f)(ii); and (iv) the
aggregate amount of Debt of Restricted Subsidiaries secured by such
Liens does not exceed the amount of Restricted Subsidiary Debt permitted
under SECTION 7.12;

(b) 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 under SECTION 7.19(d);

(c) 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;

(d) 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;

(e) If no Lien has been agreed to or filed in any
jurisdiction, (i) claims and Liens for Taxes not yet due and payable,
(ii) mechanic's Liens and materialmen's Liens for services or materials
and similar Liens incident to construction and maintenance of real
property, in each case for which payment is not yet due and payable,
(iii) landlord Liens for rental not yet due and payable, and (iv) Liens
of warehousemen and carriers and similar Liens securing obligations that
are not yet due and payable;

(f) 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

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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;

(g) Liens on the Receivables Program Assets created pursuant
to any Receivables Documents evidencing Accounts Receivable Financing
permitted by SECTION 7.19(d); and

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

7.14 Transactions with Affiliates. Except for those transactions
listed on SCHEDULE 7.14, no Restricted Company shall enter into any material
transaction with any of its Affiliates (excluding transactions among or between
Restricted Companies), other than (i) 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 (ii)
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 7.19(d); provided, that, for the
purposes hereof, determinations of materiality shall be made in the good faith
judgment of Borrower with respect to the Restricted Companies taken as a whole.

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 Assignment. Without the express written consent of all Lenders,
Borrower shall not assign or transfer any of its Rights, duties, or obligations
under any of the Loan Papers.

7.17 Permitted Distributions. Borrower may not, directly or
indirectly, declare, make, or pay any Distributions if any Default or Potential
Default exists or will exist after giving effect to any such Distribution. 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.

7.18 Restrictions on Subsidiaries. No Restricted Subsidiary shall,
directly or indirectly, 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.

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Receivable Financing Amount payable from the Receivables Program Assets to the
purchasers under all such Accounts Receivable Financings does not exceed
$2,000,000,000 on any date of determination; (e) asset sales between Restricted
Companies; and (f) if no Default or Potential Default then exists or arises as
a result thereof, additional sales or disposition of other assets, if after
giving effect to such sales or disposition, the aggregate book value of assets
sold on and after the Closing Date does not exceed 20% of the book value of the
consolidated assets of the Restricted Companies determined as of the date of,
and with respect to, the Current Financials and the related Compliance
Certificate.

7.20 Mergers and Dissolutions; Sale of Capital Stock. No Restricted
Company will, directly or indirectly, merge or consolidate with any other
Person, other than (a) mergers or consolidations by Borrower with another
Person; (b) mergers or consolidations by any Restricted Subsidiary with another
Person, if a Restricted Subsidiary is the surviving or resulting entity; (c)
mergers or consolidations among Restricted Companies; (d) as previously
approved by Determining Lenders; and (e) mergers or consolidations between
Restricted Companies and Unrestricted Subsidiaries; provided that, under this
SECTION 7.20, unless previously approved by Determining Lenders, (i) in any
merger or consolidation involving Borrower, Borrower or a Permitted Successor
Corporation must be the surviving or resulting entity, (ii) in any merger or
consolidation involving a wholly-owned Restricted Subsidiary, a wholly-owned
Subsidiary must be the surviving or resulting entity; and, (iii) in any merger
or consolidation involving any other Restricted Company (including any
acquisition effected as a merger), a Restricted Subsidiary must be the
surviving or resulting 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 or consolidations
permitted under this SECTION 7.20, or (y) liquidations, wind ups, or
dissolutions of a Restricted Subsidiary if no Default or Potential Default
exists or would result therefrom and its proportionate share of assets (if any)
are transferred to a Restricted Company.

7.21 Designation of Unrestricted Companies. So long as no Default or
Potential Default exists or arises as a result thereof, Borrower may from time
to time designate a Subsidiary as an Unrestricted Subsidiary or designate an
Unrestricted Subsidiary as a Restricted Subsidiary; provided that, Borrower
shall (a) provide Administrative Agent written notification of such
designation, and (b) deliver to Administrative Agent a Compliance Certificate
demonstrating pro-forma compliance with SECTIONS 7.12 and 7.22 immediately
prior to and after giving effect to such designation.

7.22 Financial Covenant. As calculated on a consolidated basis for
the Restricted Companies, Borrower shall never permit the ratio of Total Debt
to Total Capitalization, on any date of determination, to exceed 0.68 to 1.00.

7.23 Year 2000 Compliance. Borrower will promptly notify the
Administrative Agent in the event Borrower discovers or determines that any
computer application that is material to its or any of its Subsidiaries'
business and operations will not be Year 2000 compliant on a timely basis,
except to the extent that such failure is not reasonably expected to be a
Material Adverse Event.

7.24 Repayment of Certain Existing Debt. On or before the thirtieth
(30th) day following the Closing Date, Borrower shall repay in full and cancel
its commitment under the WorldCom/Brooks Fiber Loan. On the MCI Merger Date,
Borrower shall cause all Debt under the MCI Revolving Facility to be repaid in
full and the commitment thereunder cancelled. On the date of the Debt
repayment and commitment reduction required in this SECTION 7.24 in connection
with the WorldCom/Brooks Fiber Loan, Borrower shall provide Administrative
Agent with written confirmation and evidence that all such Debt repayments and
commitment terminations have been effected in accordance with the requirements
of this SECTION 7.24. Within five (5) Business Days after the MCI Merger Date,
Borrower shall provide Administrative Agent with written confirmation that all
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commitment terminations have been effected in connection with the MCI Revolving
Facility.

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 (a) Borrower to
pay (i) Principal Debt within three days after the same becomes due in
accordance with the Loan Papers; (ii) 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; or (iii) the indemnifications and
reimbursements provided for in SECTIONS 3.15, 3.19, and 3.20 within ten days
after demand therefor as required by such Sections; or (b) any 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
3.15, 3.19, and 3.20) 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, 7.12, 7.13 (other than by reason of attachment or involuntary
Lien), 7.16, 7.17, 7.19 through 7.21, and 7.24; (b) any covenant, agreement, or
condition contained in SECTION 7.13 (if by reason of an attachment or
involuntary Lien), 7.18, 7.22, and 7.23, which failure or refusal continues for
15 days; or (c) any other covenant, agreement, or condition contained in any
Loan Paper (other than the covenants to pay the Obligation set forth in SECTION
8.1 and the covenants in CLAUSES (a) and (b) hereof), which failure or refusal
continues for 30 days.

8.3 Debtor Relief. Borrower or any Material 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 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 one or more
judgments or orders for the payment of money (not paid or fully covered by
insurance) in excess of $100,000,000 (individually or collectively) or the
equivalent thereof in another currency or currencies, 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 the equivalent thereof in another currency or currencies, which is not
either (a) stayed on appeals; (b) being diligently contested in good faith by
appropriate proceedings with adequate reserves having been set aside on the
books of such Restricted Company in accordance with GAAP, or (c) dismissed by a
court of competent jurisdiction.

8.5 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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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.

8.7 Default Under Other Agreements. (a) 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 $100,000,000 (or the
equivalent thereof in another currency or currencies) to become due and payable
by any Restricted Company (whether by acceleration or by its terms); or (b) 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 (B), 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.

8.8 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 $100,000,000
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 $100,000,000; 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 $100,000,000; 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 $100,000,000.

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Administrative Agent thereunder, and other financial institutions party thereto
(as the same may be amended, modified, restated, or supplemented from time to
time).

8.10 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.

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 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).

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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 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 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 Administrative Agent and Facility A 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 Facility A 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 Facility A 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.

9.9 Certain Proceedings. Borrower will promptly execute and deliver,
or cause the execution and

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delivery of, all applications, certificates, instruments, registration
statements, and all other documents and papers Administrative Agent or Facility
A 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 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 or any other Facility A 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.

9.12 INDEMNIFICATION. BORROWER, FOR ITSELF AND ON BEHALF OF THE OTHER
RESTRICTED COMPANIES, INDEMNIFIES, PROTECTS, AND HOLDS ADMINISTRATIVE AGENT,
EACH OTHER FACILITY A 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); OR (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; (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

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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.

(a) Each Facility A Lender (including any Facility A Lender in
its capacity as an issuer of a Financial Hedge or as a Swing Line
Lender) hereby appoints NationsBank (and NationsBank 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

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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 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 Lender.

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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.

(e) Each Facility A Lender acknowledges that, and consents to,
NationsBank's also serving as the Facility B Administrative Agent and
the "Administrative Agent" under the 364-Day Facility.

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 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 11.13, 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.

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10.5 Limitation of Liability.

(a) None of the Facility A Agents 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 as found in a final, non-appealable
judgment by a court of competent jurisdiction; and none of the Facility
A Agents 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, no Facility A 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 any Facility A 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, such Facility A 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 any Facility A 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
any Facility A Agent as a result of such Agent's acting or refraining
from acting hereunder in accordance with the instructions of Determining
Lenders.

(c) Facility A Agents 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 Facility A
Agents 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 each
Facility A 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 any Facility A Agent and its respective
Representatives are not reimbursed for such amounts by any Restricted
Company (provided that, no Facility A Agent and its respective
Representatives shall have the right to be indemnified hereunder for its
or their own fraud, gross negligence, or willful misconduct as found in
a final, non-appealable judgment by a court of competent jurisdiction).

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

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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) no
Facility A Agent (acting in its respective agent capacities) shall incur any
liability to any other Lender, Facility A Agent, or Participant, except for
acts or omissions resulting from its own fraud, gross negligence or wilful
misconduct as found in a final, non-appealable judgment by a court of competent
jurisdiction, and (b) no Facility A Agent, nor any 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 Facility A Agents and Facility A
Lenders or among Lenders.

10.9 Benefits of Agreement. Except for the representations and
covenants in SECTION 10.1(c) 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 and Facility A Agents; 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 or Facility A Agent to comply with such provisions.

10.10 Co-Syndication Agents. None of the Facility A Lenders identified
in this Facility A Agreement as a "Co-Syndication 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 a "Co-Syndication 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

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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 other Facility A Agent and each Facility A Lender 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 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 FACILITY A LOAN PAPERS HAVE BEEN ENTERED INTO
PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND 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 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/OR FACILITY B ADMINISTRATIVE

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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 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 (other than Financial Hedges) 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 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 the Facility A Loan Papers beyond the date
specified in the Facility A Loan Papers; (ii) reduces the

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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. 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 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) assignments by Borrower are subject to the
restrictions of SECTION 7.16, 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

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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 (when aggregated with the
amounts of any concurrent assignments under Facility B and/or the
364-Day Facility by the assigning Lender to the same assignee)
shall be in an amount at least equal to $10,000,000, but in no
event shall an assigned interest in any of Facility A, Facility
B, or the 364-Day Facility be less than $1,000,000 (except in the
case of an assignment of all of such Facility A Lenders' interest
in any such facility);

(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;

(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;

(vi) no Swing Line Lender may assign any portion of its
obligations under the Swing Line Subfacility and its related
portion of the Revolving Commitment, unless such assignment is
being made in connection with the sale of all such Swing Line
Lender's Rights and interests under the Facility A Loan Papers.

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 3.20(D).

(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

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
64
<PAGE> 70
with this SECTION 11.13, 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) Each Facility A Lender may sell participations to one or
more Persons (each a "PARTICIPANT") in all or a portion of its Rights,
obligations, or Rights and obligations under this Facility A Agreement
and related Facility A Loan Papers (including all or a portion of its
Committed Sum or its portion of Borrowings advanced under Facility A);
provided, however, that (i) such Facility A Lender's obligations under
this Facility A Agreement shall remain unchanged; (ii) such Lender
shall remain solely responsible to the other parties hereto for the
performance of such obligations; (iii) the Participant shall be entitled
to the benefit of the yield protection provisions contained in SECTIONS
3.15, 3.19, and 3.20 (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 such Sections as though no participations have been made)
and the right of set-off contained in SECTION 3.13; (iv) Borrower shall
continue to deal solely and directly with such Facility A Lender in
connection with such Facility A Lender's Rights and obligations under
this Facility A Agreement and the other Facility A Loan Papers and such
Facility A Lender shall retain the sole Right to enforce the obligations
of Borrower relating to Borrowings under Facility A and its Notes (to
the extent the Facility A Principal Debt owed to such Facility A Lender
is evidenced by Notes) and to approve any amendment, modification, or
waiver of any provision of this Agreement (other than amendments,
modifications, or waivers decreasing the amount of principal of or the
rate at which interest is payable on the Facility A Principal Debt,
extending any scheduled principal payment date or date fixed for the
payment of interest on the Facility A Principal Debt, or extending such
Facility A Lender's Committed Sum); and (v) 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. 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, unless the consent of the transferring
Facility A 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.

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
65
<PAGE> 71
(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 11.15 hereof.

11.14 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 Facility A
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 Facility A Lender, if any, unless such Facility A
Lender shall otherwise consent) except that SECTIONS 3.15, 3.19, 3.20, 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, any promissory note issued pursuant to
Facility B, 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.

11.15 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 other Facility
A 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, Facility A Agent, 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 11.15, 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 11.15, (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 11.15 (or of any agreement or obligation to be bound by this
SECTION 11.15) by any Lender Party, any affiliate of any Lender Party, any
prospective assignee or Participant, or their respective attorneys.

11.16 Restatement of Existing Agreement. The parties hereto agree
that, on the Closing Date, after all conditions precedent set forth in SECTION
5.1 have been satisfied or waived: (a) the Obligation (as defined herein)
represents, among other things, the amendment, extension, consolidation, and
modification of the "Obligation" (as defined in the Existing Agreement); (b)
this Facility A Agreement is intended to, and does hereby, restate,
consolidate, renew, extend, amend, modify, supersede, and replace the Existing
Agreement in its entirety; (c) the Notes, if any, executed pursuant to this
Facility A Agreement amend, renew, extend, modify, replace, substitute for, and
supersede in their entirety (but do not extinguish, the Debt arising under) the

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
66
<PAGE> 72
promissory notes issued pursuant to the Existing Agreement, if any, which
existing promissory notes shall be returned to Administrative Agent promptly
after the Closing Date, marked "cancelled and replaced," and, thereafter,
delivered by Administrative Agent to Borrower; and (d) the entering into and
performance of their respective obligations under this Facility A Agreement and
the transactions evidenced hereby do not constitute a novation.

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.]

AMENDED AND RESTATED
FACILITY A REVOLVING CREDIT AGREEMENT
67
<PAGE> 73

SCHEDULE 2.1

FACILITY A LENDERS AND FACILITY A COMMITTED SUMS

<TABLE>
<CAPTION>
=====================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY A COMMITMENT PERCENTAGE
COMMITTED SUMS
=====================================================================================================================
<S> <C> <C>
NationsBank, N.A., successor in interest by merger to NationsBank $154,337,500.00 4.115666666666667%
of Texas, N.A.
Communications Finance Division
Attn: David C. Williams
901 Main Street, 64th Floor
Dallas, TX 75202
- ---------------------------------------------------------------------------------------------------------------------
ABN AMRO Bank, N.V. $37,500,000.00 1.000000000000000%
Attn: Jerry Snider
One Ravinia Dr.
Suite 1200
Atlanta, GA 30346
- ---------------------------------------------------------------------------------------------------------------------
AmSouth Bank $18,750,000.00 0.500000000000000%
Attn: Tracy Sheehy
1900 5th Avenue North
Birmingham, AL 35288
The Asahi Bank, Ltd. $18,750,000.00 0.500000000000000%
Attn: Marvin M. Lazar
Officer
One World Trade Center, Suite 6011
New York, NY 10048
- ---------------------------------------------------------------------------------------------------------------------
Banco Espirito Santo $7,500,000.00 0.200000000000000%
E Comercial de Lisboa, Nassau Branch
Attn: Cristina N. Ferreira
Vice President
320 Park Avenue, 29th Floor
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------
Bank Hapoalim B.M. $18,750,000.00 0.500000000000000%
Attn: Ellen Frank
Vice President
1515 Market Street, Suite 200
Philadelphia PA 19102
- ---------------------------------------------------------------------------------------------------------------------
Bank of America National Trust and Savings Association $115,125,000.00 3.070000000000000%
Attn: Fred Thorne, Vice President
555 California Street, 41st Floor (SFCP #9048)
San Francisco, CA 94104
Bank of Montreal $115,125,000.00 3.070000000000000%
Attn: Ola Anderssen
Director, Communications/Media
430 Park Avenue
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------
The Bank of New York $115,125,000.00 3.070000000000000%
Attn: Vincent L. Pacilio, Sr. Vice President
One Wall Street, 16th Floor
New York, NY 10286
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

FACILITY A - SCHEDULE 2.1
<PAGE> 74
<TABLE>
<CAPTION>
=====================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY A COMMITMENT PERCENTAGE
COMMITTED SUMS
=====================================================================================================================
<S> <C> <C>
The Bank of Nova Scotia $126,375,000.00 3.370000000000000%
Attn: Paul Gonin, Relationship Manager
Houston Representative Office
1100 Louisiana St., Suite 3000
Houston, TX 77002
- ---------------------------------------------------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi Trust Company $115,125,000.00 3.070000000000000%
Attn: Emile ElNems, Vice President
1251 Avenue of the Americas, 12th Floor
New York, NY 10020-1104
- ---------------------------------------------------------------------------------------------------------------------
Banque Nationale de Paris $82,125,000.00 2.190000000000000%
Attn: Nuala Marley
499 Park Ave, 2nd Floor
New York, NY 10022
Barclays Bank PLC $115,125,000.00 3.070000000000000%
Attn: J.K. Downey, Director
388 Market Street, Suite 1700
San Francisco, CA 94111
- ---------------------------------------------------------------------------------------------------------------------
Bayerische Landesbank Girozentrale, Cayman Islands Branch $56,250,000.00 1.500000000000000%
Attn: Jim Boyle, Account Manager
560 Lexington Ave., 17th Floor
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------
BW Bank Ireland plc $7,500,000.00 0.200000000000000%
Attn: Sinead O'Hara, Manager Corporate Banking
2, Harbour Master Place
IFSC
Dublin 1
Republic of Ireland
- ---------------------------------------------------------------------------------------------------------------------
Caisse Nationale de Credit Agricole $18,750,000.00 0.500000000000000%
Attn: Kenneth C. Coulter
600 Travis Street, Suite 2340
Houston, TX 77002
Canadian Imperial Bank of Commerce $77,625,000.00 2.070000000000000%
Attn: Erik Piecuch
c/o CIBC Oppenheimer
425 Lexington Avenue
New York, NY 10017
- ---------------------------------------------------------------------------------------------------------------------
The Chase Manhattan Bank $115,125,000.00 3.070000000000000%
Attn: John J. Huber
Managing Director, Global Media and Telecommunications Group
270 Park Avenue, 37th Floor
New York, NY 10017
- ---------------------------------------------------------------------------------------------------------------------
Citibank, N.A. $115,125,000.00 3.070000000000000%
Attn: Eric Huttner, Vice President
c/o Citicorp Securities, Inc.
399 Park Avenue, 8th Floor (Zone 5)
New York, NY 10043
- ---------------------------------------------------------------------------------------------------------------------
Compagnie Financiere de CIC et de l'Union Europeene $37,500,000.00 1.000000000000000%
Attn: Marcus Edward, Vice President
520 Madison Ave. 37th Floor
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

2
FACILITY A - SCHEDULE 2.1
<PAGE> 75
<TABLE>
<CAPTION>
=====================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY A COMMITMENT PERCENTAGE
COMMITTED SUMS
=====================================================================================================================
<S> <C> <C>
Credit Lyonnais New York Branch $115,125,000.00 3.070000000000000%
Attn: John Judge, Vice President
1301 Avenue of the Americas
New York, NY 10019
- ---------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston $75,000,000.00 2.000000000000000%
Attn: Todd Morgan, Director
11 Madison Avenue, 20th Floor
New York, NY 10010
- ---------------------------------------------------------------------------------------------------------------------
Crestar Bank $23,437,500.00 0.625000000000000%
Attn: J. Eric Millham, Vice President
919 East Main St., 22nd Floor
Richmond, VA 23219
The Dai-Ichi Kangyo Bank, Limited $56,250,000.00 1.500000000000000%
Attn: Guenter Kittel, Vice President
Account Officer
Marquis Two Tower, Suite 2400
285 Peachtree Center Ave, N.E.
Atlanta, GA 30303
- ---------------------------------------------------------------------------------------------------------------------
DG BANK $18,750,000.00 0.500000000000000%
Deutsche Genossenschaftsbank Cayman Island Branch
Attn: Jim Yeager
303 Peachtree Street, N.E.
Atlanta, GA 30308
- ---------------------------------------------------------------------------------------------------------------------
Dresdner Bank AG, New York and Grand Cayman Branch $37,500,000.00 1.000000000000000%
Attn: Constance Loosemore
75 Wall Street
New York, NY 10005
- ---------------------------------------------------------------------------------------------------------------------
The First National Bank of Chicago $93,375,000.00 2.490000000000000%
Attn: Ronna Bury-Prince, Vice President
One First National Plaza, Suite 0629
Chicago, IL 60670
First Union National Bank, individually and as successor in $186,375,000.00 4.970000000000000%
interest to Signet Bank and Corestates Bank N.A.
Attn: Mark Cook, Senior Vice President
301 South College Street, DC5
Charlotte, NC 28288-0735
- ---------------------------------------------------------------------------------------------------------------------
Fleet National Bank $115,125,000.00 3.070000000000000%
Attn: Sue Anderson
Vice President
1 Federal St. MA/OF/DO3D
Boston, MA 02109
- ---------------------------------------------------------------------------------------------------------------------
Fuji Bank, Limited $22,500,000.00 0.600000000000000%
Attn: Clarence Mahovlich, Vice President
Vice President
Marquis One Tower, Suite 2100
245 Peachtree Center Ave., N.E.
Atlanta, GA 30303-1208
- ---------------------------------------------------------------------------------------------------------------------
Gulf International Bank B.S.C. $18,750,000.00 0.500000000000000%
Attn: Mireille Khalidi, Assistant Vice President
380 Madison Ave.- 21st Floor
New York, NY 10017
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

3
FACILITY A - SCHEDULE 2.1
<PAGE> 76
<TABLE>
<CAPTION>
=====================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY A COMMITMENT PERCENTAGE
COMMITTED SUMS
=====================================================================================================================
<S> <C> <C>
The Industrial Bank of Japan, Limited, Atlanta Agency $105,125,000.00 2.803333333333333%
Attn: James Masters
Vice President
One Ninety One Peachtree Tower, Suite 3600
191 Peachtree Street, N.E.
Atlanta, GA 30303-1757
- ---------------------------------------------------------------------------------------------------------------------
KBC Bank, N.V. $18,750,000.00 0.500000000000000%
Attn: Christine Park, Vice President
125 West 55th St
New York, NY 10019
- ---------------------------------------------------------------------------------------------------------------------
The Long-Term Credit Bank of Japan, Limited, New York Branch $89,625,000.00 2.390000000000000%
Attn: Robert Nelson, Vice President
Texas Commerce Tower
2200 Ross Avenue, Suite 4700 West
Dallas, TX 75201
Mellon Bank, N.A. $75,000,000.00 2.000000000000000%
Attn: Henry Beukema, Vice President
One Mellon Bank Center, Room 4440
500 Grant St.
Pittsburgh, PA 15258
- ---------------------------------------------------------------------------------------------------------------------
Mercantile Bank National Association $18,750,000.00 0.500000000000000%
Attn: Michael Homeyer
7th & Washington, 12th Floor
St. Louis, MO 63101
- ---------------------------------------------------------------------------------------------------------------------
Merita Bank Plc $18,750,000.00 0.500000000000000%
Attn: Andrew J. Bagusa, Assistant Vice President
437 Madison Ave., 21st Floor
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------
The Mitsubishi Trust and Banking Corporation, Chicago Branch $30,000,000.00 0.800000000000000%
Attn: Vicki L. Kamm
Assistant Vice President
311 S. Wacker Dr., Suite 6300
Chicago, IL 60606
Morgan Guaranty Trust Company of New York $152,625,000.00 4.070000000000000%
Attn: George Stapleton
Vice President
60 Wall Street, 3rd Floor
New York, NY 10260-0060
- ---------------------------------------------------------------------------------------------------------------------
NATEXIS Banque BFCE $22,500,000.00 0.600000000000000%
Attn: Mark Harrington
Vice President
333 Clay Street, Suite 4340
Houston, TX 77002
- ---------------------------------------------------------------------------------------------------------------------
National Bank of Kuwait, S.A.K., Grand Cayman Island Branch $24,975,000.00 0.666000000000000%
Attn: Vineeta Salvi
Senior Credit Analyst
299 Park Ave.
New York, NY 10171
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

4
FACILITY A - SCHEDULE 2.1
<PAGE> 77
<TABLE>
<CAPTION>
=====================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY A COMMITMENT PERCENTAGE
COMMITTED SUMS
=====================================================================================================================
<S> <C> <C>
Norddeutsche Landesbank Girozentrale, New York Branch and/or Cayman $18,750,000.00 0.500000000000000%
Islands Branch
Attn: Stephanie Finnen, Vice President
1270 Avenue of the Americas, 14th Floor
New York, NY 10020
- ---------------------------------------------------------------------------------------------------------------------
Paribas, Los Angeles Agency $74,625,000.00 1.990000000000000%
Attn: Darlynn Ernst Kitcher, Assistant Vice President
2029 Century Park East, Suite 3900
Los Angeles, CA 90067
- ---------------------------------------------------------------------------------------------------------------------
PNC Bank, National Association $37,500,000.00 1.000000000000000%
Attn: Daniel Hopkins, Communications Director
Communications Division MS F2-F070-21-1
1600 Market Street, 21st Floor
Philadelphia, PA 19103
Republic National Bank of New York $15,000,000.00 0.400000000000000%
Attn: Theodore Koerner
452 Fifth Avenue, Tower 25
New York, NY 10018
- ---------------------------------------------------------------------------------------------------------------------
Royal Bank of Canada $160,125,000.00 4.270000000000000%
Attn: Tom Byrne, Senior Manager
One Liberty Plaza
New York, NY 10006
- ---------------------------------------------------------------------------------------------------------------------
The Royal Bank of Scotland plc $30,000,000.00 0.800000000000000%
Attn: Karen Stefanic, Vice President
Wall Street Plaza, 26th Floor
88 Pine Street
New York, NY 10005
- ---------------------------------------------------------------------------------------------------------------------
The Sakura Bank, Limited $56,250,000.00 1.500000000000000%
Attn: Shelley Yu/Takehiro Matsumoto
Vice President and Manager
277 Park Ave, 45th Floor
New York, NY 10172-0098
The Sanwa Bank, Limited $37,500,000.00 1.000000000000000%
Attn: John T. Feeney, Vice President
55 E. 52nd Street
New York, NY 10055
- ---------------------------------------------------------------------------------------------------------------------
Societe Generale $37,500,000.00 1.000000000000000%
Attn: John Sadik-Khan
Vice President
1221 Avenue of Americas
New York, NY 10020
- ---------------------------------------------------------------------------------------------------------------------
The Sumitomo Bank, Limited $37,500,000.00 1.000000000000000%
Attn: William S. Rogers
Assistant Vice President
700 Louisiana, Suite 1750
Houston, TX 77002
- ---------------------------------------------------------------------------------------------------------------------
Sumitomo Bank of California $11,250,000.00 0.300000000000000%
Attn: Shuji Ito
Vice President
320 California Street, 6th Floor
San Francisco, CA 94104
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

5
FACILITY A - SCHEDULE 2.1
<PAGE> 78
<TABLE>
<CAPTION>
=====================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY A COMMITMENT PERCENTAGE
COMMITTED SUMS
=====================================================================================================================
<S> <C> <C>
The Sumitomo Trust & Banking Corp., Ltd., New York Branch $26,250,000.00 0.700000000000000%
Attn: Glenda B. Francis
Assistant Vice President
527 Madison Ave., 6th Floor - Corporate Finance
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------
Summit Bank $18,750,000.00 0.500000000000000%
Attn: Robert D. Mace, Asst. Vice President
Three Valley Square
512 Township Line Road, Suite 280
Blue Bell, PA 19422-2718
- ---------------------------------------------------------------------------------------------------------------------
SunTrust Bank, South Florida, N.A. $26,250,000.00 0.700000000000000%
Attn: Steve Apodaca
515 E. Las Olas Boulevard, 7th Floor
Ft. Lauderdale, FL 33301
The Tokai Bank, Ltd., Atlanta Agency $37,500,000.00 1.000000000000000%
Attn: Chris Mallet
Assistant Vice President
Marquis Two Tower, Suite 2802
285 Peachtree Center Ave, NE
Atlanta, GA 30303
- ---------------------------------------------------------------------------------------------------------------------
Toronto Dominion (Texas), Inc. $77,625,000.00 2.070000000000000%
Attn: Randy Bingham, Manager, Investment Banking/Communications
31 West 52nd Street
New York, NY 10019
- ---------------------------------------------------------------------------------------------------------------------
The Toyo Trust & Banking Co., Ltd., New York Branch $26,250,000.00 0.700000000000000%
Attn: Howard Tulley Mott
Vice President
666 Fifth Ave., 33rd Floor
New York, NY 10103
- ---------------------------------------------------------------------------------------------------------------------
UBS AG New York Branch, successor in interest to Union Bank of $93,375,000.00 2.490000000000000%
Switzerland, New York Branch
Attn: Robert H. Riley III, Executive Director
299 Park Ave, 35th Floor
New York, NY 10171
Wachovia Bank, N.A. $123,375,000.00 3.290000000000000%
Attn: Karin E. Reel, Vice President
191 Peachtree St., N.E., 29th Floor
Atlanta, GA 30303-1757
- ---------------------------------------------------------------------------------------------------------------------
Westdeutsche Landesbank Girozentrale, New York Branch $18,750,000.00 0.500000000000000%
Attn: Walter T. Duffy III
1211 Avenue of the Americas
New York, NY 10036
=====================================================================================================================
Totals $3,750,000,000.00 100.00%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

6
FACILITY A - SCHEDULE 2.1
<PAGE> 79
SCHEDULE 2.3

SWING LINE LENDERS AND SWING LINE COMMITTED SUMS

<TABLE>
<CAPTION>
==================================================================================
NAME AND ADDRESS OF SWING LINE LENDERS SWING LINE
COMMITTED SUMS
==================================================================================
<S> <C>
NationsBank, N.A. $25,000,000.00
Communications Finance Division
Attn: David C. Williams
901 Main Street, 64th Floor
Dallas, Texas 75202
- ----------------------------------------------------------------------------------
Bank of America NT & SA $25,000,000.00
Attn: Fred Thorne
Vice President
555 California Street, 41st Floor, SFCP9048
San Francisco, CA 94104
- ----------------------------------------------------------------------------------
Barclays Bank PLC $25,000,000.00
Attn: James Downey
Director
388 Market Street, Suite 1700
San Francisco, CA 94111
The Chase Manhattan Bank $25,000,000.00
Attn: John J. Huber, III
Managing Director, Media and Telecommunications Group
270 Park Avenue, 37th Floor
New York, NY 10017
- ----------------------------------------------------------------------------------
Citibank, N.A. $25,000,000.00
Attn: Eric Huttner
Vice President
c/o Citicorp Securities, Inc.
399 Park Avenue, 8th Floor (Zone 5)
New York, NY 10043
- ----------------------------------------------------------------------------------
Morgan Guaranty Trust Company of New York $25,000,000.00
Attn: George Stapleton
Vice President
60 Wall Street, 22nd Floor
New York, NY 10260-0060
Royal Bank of Canada $25,000,000.00
Attn: Tom Byrne
Sr. Manager
Financial Square - 24th Floor
New York, New York 10005-3531
- ----------------------------------------------------------------------------------
Totals $175,000,000.00

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

FACILITY A - SCHEDULE 2.3
<PAGE> 80
SCHEDULE 5.1

CONDITIONS PRECEDENT TO CLOSING

(as used herein, the term "CURRENT DATE" means any
date not more than 60 days prior to the Closing Date)

The Facility A Agreement shall not become effective unless Administrative
Agent has received all of the following (unless otherwise indicated, all
documents shall be dated as of August 6, 1998, and all terms used with their
initial letters capitalized are used herein with their meanings as defined in
the Facility A Agreement):

1. The Agreement. The Facility A Agreement (together with all Schedules and
Exhibits thereto) executed by Borrower, each Determing Lender under the
Existing Agreement, and Administrative Agent.

2. Notes. With respect to any Facility A Lender requesting Notes pursuant
to SECTION 3.1(B), an Amended and Restated Facility A Note and an Amended and
Restated Facility A Competitive Bid Note in the forms of EXHIBIT A-1 and
EXHIBIT A-2, respectively, one payable to each such requesting Facility A
Lender.

3. Articles of Incorporation. A copy of the Second Amended and Restated
Articles of Incorporation of Borrower, accompanied by a certificate that such
copy is correct and complete, dated the Closing Date, executed by the President
or a Vice President and the Secretary or Assistant Secretary of Borrower.

4. Bylaws. A copy of the Bylaws of Borrower and all amendments thereto,
accompanied by a certificate that such copy is correct and complete, dated the
Closing Date and executed by the President or Vice President and the Secretary
or Assistant Secretary of Borrower.

5. Good Standing and Authority. Certificates of the Georgia Secretary of
State, dated a Current Date, to the effect that Borrower is in good standing
(to the extent such information is available) and is duly qualified to transact
business in such jurisdiction.

6. Incumbency. Certificates of incumbency dated as of the Closing Date with
respect to all officers and "authorized representatives" of Borrower who will
be authorized to execute or attest any of the Facility A Loan Papers on behalf
of Borrower, executed by the President, a Vice President, the Secretary or an
Assistant Secretary of Borrower.

7. Resolutions. Copies of resolutions duly adopted by the Board of
Directors of Borrower approving this Facility A Agreement and the other Loan
Papers and authorizing the transactions contemplated in such Facility A Loan
Papers, accompanied by a certificate of the Secretary or an Assistant Secretary
of Borrower dated as of the Closing Date certifying that such copy is a true
and correct copy of resolutions duly adopted at a meeting of (which may be held
by conference telephone or similar communications equipment by means of which
all Persons participating in a meeting can hear each other if permitted by
applicable Law and, if required by such Law, by its Bylaws), or by the
unanimous written consent of (if permitted by applicable Law and, if required
by such Law, by its Bylaws), the Board of Directors of Borrower, and that such
resolutions constitute all the resolutions adopted with respect to such
transactions, have not been amended, modified, or revoked in any respect
(except as any such resolution may be modified by any such other resolution),
and are in full force and effect as of the Closing Date.

8. Opinions of Counsel to the Companies. The opinions of counsel to the
Companies, addressed to Administrative Agent and Facility A Lenders,
substantially in the form of EXHIBIT F-1 and the opinion of New York counsel to
the Restricted Companies, substantially in the form of EXHIBIT F-2.

FACILITY A - SCHEDULE 5.1
<PAGE> 81
9. Payment of Closing Fees and Expenses. Payment of all fees payable on or
prior to the Closing Date to Administrative Agent as provided for in SECTION 4
of the Facility A Agreement, together with reimbursements to Administrative
Agent for all reasonable fees and expenses incurred in connection with the
negotiation, preparation, and closing of the transactions evidenced by the
Facility A Loan Papers (including, without limitation, attorneys' fees and
expenses).

10. Current Financials. True and correct copies of the Current Financials
have been delivered to Administrative Agent.

11. Facility B. Evidence that all Facility B Loan Papers have been executed
and delivered, and that the amendment and restatement of Facility B has been
effected upon approval of "Determining Lenders" thereunder.

12. Other Documents. Such other agreements, documents, instruments,
opinions, certificates, and evidences as Administrative Agent may reasonably
request. Administrative Agent shall, upon request of Borrower, confirm to
Borrower that it has received all such items so requested.

2
FACILITY A - SCHEDULE 5.1
<PAGE> 82
SCHEDULE 7.12

EXISTING DEBT

SCHEDULE 7.12: PART A: I
EXISTING DEBT

<TABLE>
<CAPTION>
INDEBTEDNESS INDEBTEDNESS USE OF MATURITY BALANCE OWED
INCURRED BY OWED TO PROCEEDS DATE AS OF
JUNE 30, 1998
- ----------------------- ----------------------- ----------------------- --------------------- ---------------
<S> <C> <C> <C> <C>
BLT Technologies Silicon Valley Bank Equipment 10/31/00 $ 955,547

Borrower NationsBank (A) General 06/30/02 $3,161,250,000
Commitment $3,750,000,000

Borrower NationsBank (B) General 06/30/02 $1,250,000,000
Commitment $1,250,000,000

Borrower NationsBank (C) General 08/05/99 $ 0
$7,000,000,000 ment

Borrower NationsBank (Brooks) General 02/18/99 $1,165,000,000
Commitment $1,250,000,000

ANS (Note 1) Various Lessors Equipment Various $ 127,487,124

Brooks Fiber Various Lessors Equipment 08/98 - 02/00 $ 108,649

MFS Comm Co AT&T Capital Equipment 12/30/03 $ 20,899,338

MFS Comm Co Chase Equip Leasing Equipment 06/22/04 $ 6,499,005

UUNET Various Lessors Equipment 10/98 - 03/00 $ 207,923

UUNET Various Lessors Equipment 09/98 - 04/00 $ 2,217,544

Fibernet, Inc. AT&T Capital Equipment 03/31/99 $ 1,198,426

ITC Teleservices Telecomm Fin Equipment 03/99 - 06/99 $ 127,161

Borrower First Union Working Cap 02/24/99 $ 0
Commitment $ 15,000,000
</TABLE>

Note 1: ANS operating leases may be converted to capital leases in third
quarter.

PART A: II

Debt issued pursuant to the Indentures referenced in Section 1 of the Agreement
and to which a Restricted Company is a party.

FACILITY A - SCHEDULE 7.12
<PAGE> 83
SCHEDULE 7.14

TRANSACTIONS WITH AFFILIATES

1. WorldCom, Inc. ("WORLDCOM" or "COMPANY") leases approximately 139,700
square feet of space for its East Rutherford, New Jersey headquarters, of which
approximately 31,000 square feet is used by Metromedia Company ("METROMEDIA").
The Metromedia portion of the rent is approximately $692,000 per year. The
entire lease is for a 15-year period, with various partial termination options.
In addition, Metromedia guaranteed all of WorldCom's obligations under the
lease for the East Rutherford, New Jersey headquarters. WorldCom also
subleased or leased from certain of its affiliates certain additional office
space in Secaucus, New Jersey; New York, New York; and Columbia, Maryland. The
Company is currently evaluating these properties and leases to determine what
action it will take thereunder.

2. Pursuant to the terms of separate leases of microwave transmission
facilities, the Company as successor to Metromedia Communications Corporation
("MCC") is obligated to make the following estimated minimum payments to
Metromedia over the remaining terms of the leases, one of which expires in 1997
and the others expire in 2001: $18,353,000 (1996), $11,367,000 (1997), and
$14,547,000 (in the aggregate for the years from 1998 through 2001). In
addition, at the end of the term of each of the leases, the Company may
purchase the equipment covered by such lease at a price to be determined at
such date in accordance with the provisions of each lease.

3. Indemnity Agreements - IDB WorldCom, Inc. entered into an indemnity
agreement with certain of its Affiliates. The agreements indemnify such
persons against certain liabilities arising out of their service in their
capacities as directors and/or officers and prevent IDB from modifying its
indemnification policy in a way that is adverse to any person who is a party to
one of the agreements.

4. On August 23, 1995, Metromedia converted its Series 1 Preferred Stock
into 21,876,976 shares of Common Stock and exercised warrants to acquire
3,106,976 shares of Common Stock and sold its position of 30,849,976 shares of
Common Stock in a public offering. In connection with the preferred stock
conversion, the Company made a non- recurring payment of $15.0 million to
Metromedia, representing a discount to the minimal nominal dividend that would
have been payable on the Series 1 Preferred Stock prior to the September 15,
1996 optional call date of approximately $26.6 million (which amount included
an annual dividend requirement of $24.5 million plus accrued dividends to such
call date). The Company did not receive any proceeds from the sale of the
shares, but did receive approximately $33.7 million in proceeds from the
concurrent exercise of such warrants. In May 1995, Metromedia exercised its
right to purchase approximately 3.1 million shares of Common Stock for $30.7
million under purchase warrants. Metromedia is a Delaware general partnership,
of which the sole partners are a trust affiliated with Mr. Kluge and Mr.
Subotnick. Ms. Kessell and Messrs. Kluge and Subotnick are officers of
Metromedia.

FACILITY A - SCHEDULE 7.14
<PAGE> 84

EXHIBIT A-1

FORM OF AMENDED AND RESTATED FACILITY A NOTE

$_____________ August 6, 1998

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of
_______________ ____ ("FACILITY A LENDER"), at the offices of NATIONSBANK, N.A.
(as successor in interest by merger to NationsBank of Texas, N.A.), as
Administrative Agent under the Credit Agreement (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 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 Amended and Restated Facility A Revolving Credit Agreement, dated
as of August 6, 1998 (as amended, modified, supplemented, or restated from time
to time, the "CREDIT AGREEMENT"), among Borrower, Facility A Lender, other
lenders named therein, Administrative Agent, and the other 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.

This Amended and Restated Facility A Note is an amendment, restatement,
renewal, and modification (but not a novation) of, the Facility A Note (as the
same may have been amended and replaced to the date hereof, the "FORMER NOTE"),
which Former Note was executed and delivered by Borrower, and payable to the
order of Facility A Lender pursuant to the Existing Agreement. This Amended
and Restated Facility A Note is being issued in substitution of, and supersedes
and replaces, the Former Note.

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

WORLDCOM, INC.

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

FACILITY A - EXHIBIT A-1
<PAGE> 85
EXHIBIT A-2

FORM OF AMENDED AND RESTATED FACILITY A COMPETITIVE BID NOTE

August 6, 1998

(1) on the last day of the Interest Period for any Competitive
Borrowing disbursed by 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

(2) on the Facility A Termination Date, the aggregate
principal amount of all Competitive Borrowings disbursed by 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 Amended and Restated Facility A Revolving Credit Agreement, dated
as of August 6, 1998 (as amended, modified, supplemented, or restated from time
to time, the "CREDIT AGREEMENT"), among Borrower, Facility A Lender, other
lenders named therein, Administrative Agent, and the other 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.

This Amended and Restated Competitive Bid Note is an amendment,
restatement, renewal, extension, and modification of (but not a novation of),
and substitution for, the Facility A Competitive Bid Note (as the same may have
been amended and replaced to the date hereof, the "FORMER NOTE"), which Former
Note was executed and delivered by Borrower, and payable to the order of
Facility A Lender pursuant to the Existing Agreement. This Amended and
Restated Competitive Bid Note is being issued in substitution of, and
supersedes and replaces, the Former Note.

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

WORLDCOM, INC.

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

FACILITY A - EXHIBIT A-2
<PAGE> 86
EXHIBIT A-3

FORM OF AMENDED AND RESTATED SWING LINE NOTE

$ August 6, 1998
---------------------

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of _____________
("SWING LINE LENDER") at the offices of NationsBank, N.A. (as successor in
interest to NationsBank of Texas, N.A.), as Administrative Agent under the
Credit Agreement (as hereinafter described), on the Facility A Termination
Date, the aggregate principal amount of Borrowings under the Swing Line
Subfacility disbursed by Swing Line Lender to Borrower and outstanding and
unpaid on the Facility A Termination Date and on such other dates as provided
in the Credit Agreement (as hereinafter described) (together with accrued and
unpaid interest thereon).

This note has been executed and delivered under, and is subject to the
terms of, the Amended and Restated Facility A Revolving Credit Agreement, dated
as of August 6, 1998 (as amended, modified, supplemented, or restated from time
to time, the "CREDIT AGREEMENT"), among Borrower, Swing Line Lender, other
lenders named therein, Administrative Agent, and the other Agents, and is one
of the "Swing Line 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, terms, and conditions of Swing Line Borrowings hereunder,
principal and interest payment dates, final maturity, voluntary and mandatory
prepayments, acceleration of maturity, exercise of Rights, payment of
attorneys' fees, court costs, and other costs of collection, certain waivers by
Borrower and others now or hereafter obligated for payment of any sums due
hereunder and security for the payment hereof. Without limiting the
immediately preceding sentence, reference is made to SECTION 3.8 of the Credit
Agreement for usury savings provisions.

[This Amended and Restated Swing Line Note is an amendment, restatement,
renewal, extension, and modification (but not a novation) of the Swing Line
Note (as the same may have been amended and replaced to the date hereof, the
"FORMER NOTE"), which Former Note was executed and delivered pursuant to the
Existing Agreement. This Amended and Restated Swing Line Note is being issued
in substitution of, and supersedes and replaces, the Former Note.] (1)

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

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

(1) Provision to be included in Amended and Restated Swing Line Note payable
to NationsBank, N.A.

FACILITY A - EXHIBIT A-3
<PAGE> 87
EXHIBIT B-1

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

Date: ______________ __, ____

NATIONSBANK, N.A.,
as Administrative Agent under Facility A
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Mickey McLean
Fax: (214) 508-2515

<TABLE>
<S> <C> <C>
(A) Borrowing Date (1) (A)
------------------------

(B) Amount of Borrowing (2) (B)
------------------------

(C) Type of Borrowing (3) (C)
------------------------
(D) For a Eurodollar Rate Borrowing, the Interest Period and (D)
the last day thereof (4) ------------------------
</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 the Facility A Commitment
Usage to exceed the Facility A 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);

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

Very truly yours,

WORLDCOM, INC.

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

FACILITY A - EXHIBIT B-1
<PAGE> 88

Facility A Rate:

Confirmed by:
----------------------

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

(1) Must be a Business Day occurring prior to the Facility A Termination
Date and be at least (i) three Business Days following receipt by
Administrative Agent of this Notice of Borrowing for any Eurodollar Rate
Borrowing, and (ii) one Business Day following receipt by Administrative
Agent of this Notice of Borrowing for any Base Rate Borrowing.

(2) Not less than $5,000,000 or an integral multiple of $1,000,000 (if a
Base Rate Borrowing); not less than $10,000,000 or a greater integral
multiple of $1,000,000 (if a Eurodollar Rate Borrowing).

(3) Eurodollar Rate Borrowing or Base Rate Borrowing.

(4) Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months, or, if available to
all Facility A Lenders, 9 or 12 months. In no event may the Interest
Period end after the Facility A Termination Date.

1 FACILITY A - EXHIBIT B-1
<PAGE> 89
EXHIBIT B-2

FORM OF NOTICE OF CONVERSION

Date: ______________ __, ____

NATIONSBANK, 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 Amended and Restated Facility A Revolving
Credit Agreement, dated as of August 6, 1998 (as amended, modified,
supplemented, or restated from time to time, the "FACILITY A AGREEMENT"), among
the undersigned, the Facility A Lenders, the Administrative Agent for the
Facility A Lenders, and the other Facility A Agents under the Facility A
Agreement and (ii) the Amended and Restated Facility B Term Loan Agreement,
dated as of August 6, 1998 (as amended, modified, supplemented, or restated
from time to time, the "FACILITY B AGREEMENT"), among the undersigned, the
Facility B Lenders, the Administrative Agent for the Facility B Lenders, and
the other Facility B Agents under the Facility B Agreement. 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>
(A) Borrowing under Facility A or Facility B? (A)
-------------- ----------------
(B) Date of conversion or last day of applicable Interest
Period (1) (B)
-------------- ----------------
(C) Type and principal amount of existing Borrowing being
converted or continued (2) (C)
-------------- ----------------
(D) New Type of Borrowing selected (or Type of Borrowing
continued) (3) (D)
-------------- ----------------
(E) For conversion to, or continuation of, a Eurodollar Rate
Borrowing, Interest Period selected and the last day
thereof (4) (E)
-------------- ----------------
</TABLE>

FACILITY A - EXHIBIT B-2
<PAGE> 90
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:
---------------

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

(1) 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.

(2) Not less than $5,000,000 or an integral multiple of $1,000,000 (if a
Base Rate Borrowing); not less than $10,000,000 or a greater integral
multiple of $1,000,000 (if a Eurodollar Rate Borrowing).

(3) Eurodollar Rate Borrowing or Base Rate Borrowing.

(4) Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months, or, if available to
all Facility A Lenders or Facility B Lenders (as applicable), 9 or 12
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> 91
EXHIBIT B-3

FORM OF NOTICE OF LC

Date: ______________ __, ____

NATIONSBANK, N.A.,
as Administrative Agent under Facility A
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Mickey McLean
Fax: (214) 508-2515

Reference is made to the Amended and Restated Facility A Revolving
Credit Agreement, dated as of August 6, 1998 (as amended, modified,
supplemented, or restated from time to time, the "FACILITY A AGREEMENT"), among
the undersigned, the Facility A Lenders, Administrative Agent, and the other
Facility A 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 Facility A Agreement that it requests the issuance of an LC under the LC
Subfacility, and in that connection sets forth below the terms on which such LC
is requested to be issued:

(A) Face amount of the LC (1) $____________
(B) Date on which the LC is to be issued (2) ____________________
(C) Expiration date of the LC (3) ____________________

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 SECTIONS 4.2 and 4.3 of the
Facility A 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 the LC Commitment;

(c) 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);

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

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

Very truly yours,

WORLDCOM, INC.

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

FACILITY A - EXHIBIT B-3
<PAGE> 92

Rate:________

Confirmed by:_________________________

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

(1) 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.

(2) Must be a Business Day at least three Business Days following receipt by
Administrative Agent of this Notice of LC.

(3) 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> 93
EXHIBIT B-4

FORM OF COMPETITIVE BID REQUEST

Date: ______________ __, ____

NationsBank, N.A.,
as Administrative Agent under Facility A
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Mickey McLean
Fax: (214) 508-2515

Reference is made to the Amended and Restated Facility A Revolving
Credit Agreement, dated as of August 6, 1998 (as amended, modified,
supplemented, or restated from time to time, the "FACILITY A AGREEMENT"), among
the undersigned, the Facility A Lenders, Administrative Agent, and the other
Facility A Agents under the Facility A Agreement. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Facility A Agreement. The undersigned hereby gives you
notice pursuant to SECTION 2.4(B) of the Facility A Agreement that it requests
a Competitive Borrowing under Facility A, and in that connection sets forth
below the terms on which such Competitive Borrowing is requested to be made:

<TABLE>
<S> <C> <C>
(A) Borrowing Date of Competitive Borrowing (1) (A)
-------------------------
(B) Principal amount of Competitive Borrowing (2) (B)
-------------------------
(C) Type of Borrowing (3) (C)
-------------------------
(D) Interest Period and the last day thereof (4) (D)
-------------------------
</TABLE>

Accompanying this notice is payment of the competitive bid fee payable
to Administrative Agent for its own account pursuant to SECTION 4.2 of the
Facility A 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 the Facility A Commitment
Usage to exceed the Facility A Commitment;

(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);

FACILITY A - EXHIBIT B-4
<PAGE> 94
(d) the funding of such Borrowing is permitted by Law.

Very truly yours,

WORLDCOM, INC.

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

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

(1) Must be a Business Day occurring prior to the Facility A Termination
Date and be at least (i) four Business Days following receipt by
Administrative Agent 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 Administrative Agent of this
Competitive Bid Request for any Competitive Borrowing that will be
comprised of Fixed Rate Borrowings.

(2) Not less than $5,000,000 (and in integral multiples of $1,000,000
thereafter), and not greater than the lesser of (i) the unused and
available portion of Facility A Commitment.

(3) Eurodollar Rate Borrowing or Fixed Rate Borrowing.

(4) Eurodollar Rate Borrowing -- 1, 2, 3 or 6 months; Fixed Rate Borrowing
-- up to 6 months. But in no event may the Interest Period end after
the Facility A Termination Date.

2 FACILITY A - EXHIBIT B-4
<PAGE> 95
EXHIBIT B-5

FORM OF NOTICE TO LENDERS OF COMPETITIVE BID REQUEST

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

<TABLE>
<S> <C>
(A) Borrowing Date of Competitive Borrowing (a Business Day) (A)
------------------------
(B) Principal amount of Competitive Borrowing (B)
------------------------
(C) Type of Borrowing (C)
------------------------
(D) Interest Period and the last day thereof (D)

------------------------
</TABLE>

Very truly yours,

NATIONSBANK, N.A., as
Administrative Agent under
Facility A

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

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

(1) The Competitive Bid must be received by the Administrative Agent (i) in
the case of Eurodollar Rate Borrowings, not later than 10:00 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> 96
EXHIBIT B-6

FORM OF COMPETITIVE BID

Date: ______________ __, ____

NATIONSBANK, N.A.,
as Administrative Agent under Facility A
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Mickey McLean
Fax: (214) 508-2515

The undersigned, [Name of Lender] , refers to the Amended and
Restated Facility A Revolving Credit Agreement, dated as of August 6, 1998 (as
amended, modified, supplemented, or restated from time to time, the "FACILITY A
AGREEMENT"), among WorldCom, Inc. (the "BORROWER"), the Facility A Lenders,
Administrative Agent, and the other Facility A Agents under the Facility A
Agreement. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Facility A Agreement.
The undersigned hereby makes a Competitive Bid pursuant to SECTION 2.4(C) of
the Facility A 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>
<S> <C>
(A) Principal Amount (1) (A)
---------------------------
(B) Competitive Bid Rate (2) (B)
---------------------------

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.

Very truly yours,

[NAME OF LENDER]
By
-----------------------------------
Name:
--------------------------------
Title:
-------------------------------

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

(1) 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
Facility A Lender's Committed Sum under Facility A (subject to the
limitations set forth in SECTION 2.4(A) of the Facility A Agreement).
Multiple bids will be accepted by Administrative Agent.
(2) 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).
(3) The Interest Period must be the Interest Period specified in the
Competitive Bid Request.

FACILITY A - EXHIBIT B-6
<PAGE> 97
EXHIBIT B-7

FORM OF SWING LINE BORROWING REQUEST

Date: ______________ __, ____

NATIONSBANK, N.A.,
as Administrative Agent under Facility A
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Mickey McLean
Fax: (214) 508-2515

Reference is made to the Amended and Restated Facility A Credit
Agreement dated as of August 6, 1998 (as amended, modified, supplemented, or
restated, from time to time, the "FACILITY A AGREEMENT"), among the
undersigned, the Facility A Lenders, Administrative Agent, and the other
Facility A Agents under the Facility A Agreement. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Facility A Agreement. The undersigned hereby gives you
notice pursuant to SECTION 2.3(B) of the Facility A Agreement that it requests
a Swing Line Borrowing under Facility A, and in that connection sets forth
below the terms on which such Swing Line Borrowing is requested to be made:

<TABLE>
<S> <C> <C>
(A) Date of Swing Line Borrowing (which is a (A)
Business Day)
---------------------------
(B) Principal Amount of Swing Line Borrowing (1) (B)
---------------------------
(C) Interest Rate Basis (2) (C)
---------------------------
</TABLE>

Upon acceptance of any or all of the Swing Line Borrowings made by the
Swing Line Lenders in response to this request, the undersigned shall be deemed
to have represented and warranted that the conditions specified in
SECTION 5.2(C), (D), (E), and (F) of the Facility A Agreement have been
satisfied.

Very truly yours,

WORLDCOM, INC.

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

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

(1) Not less than $1,000,000 (and in integral multiples of $250,000).

(2) Alternate Rate Swing Line Borrowing or Quoted Swing Line Borrowing.

FACILITY A - EXHIBIT B-7
<PAGE> 98
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>
<S> <C> <C> <C>
CREDIT CONTACT OPERATIONS CONTACT LEGAL COUNSEL
-------------- ------------------ -------------

NAME:
-------------------- ----------------------- ---------------------
TITLE:
-------------------- ----------------------- ---------------------
ADDRESS:
-------------------- ----------------------- ---------------------

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

TELEPHONE:
-------------------- ----------------------- ---------------------
FACSIMILE #:
-------------------- ----------------------- ---------------------
ANSWERBACK:
-------------------- ----------------------- ---------------------

</TABLE>

FACILITY A - EXHIBIT C
<PAGE> 99
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 A - EXHIBIT C
<PAGE> 100
EXHIBIT D-1

FORM OF COMPLIANCE CERTIFICATE

FOR ENDED ,
--------------- -------------------------------- ----------

DATE: ,
----------------------------------- ----------

ADMINISTRATIVE AGENT: NationsBank, N.A.

BORROWER: WorldCom, Inc.

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

This certificate is delivered under (i) the Amended and Restated
Facility A Revolving Credit Agreement, dated as of August 6, 1998 (as amended,
modified, supplemented, or restated from time to time, the "FACILITY A
AGREEMENT") among Borrower, the Facility A Lenders, the Administrative Agent
for the Facility A Lenders, and the other Facility A Agents under the Facility
A Agreement, and (ii) the Amended and Restated Facility B Term Loan Agreement,
dated as of August 6, 1998 (as amended, modified, supplemented, or restated
from time to time, the "FACILITY B AGREEMENT") among Borrower, the Facility B
Lenders, the Administrative Agent for the Facility B Lenders, and the other
Facility B Agents under the Facility B Agreement. 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 attached
to this certificate were prepared in accordance with GAAP, and present fairly
in all material respects the consolidated financial condition and results of
operations of Consolidated 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 SECTION 7.22 of each of the Facility A Agreement and the
Facility B Agreement at the end of the Subject Period is as set forth on ANNEX
I to this certificate;

FACILITY A - EXHIBIT D-1
<PAGE> 101
(e) as of the date hereof, to my knowledge, the aggregate secured
Debt (including, without limitation, the amounts outstanding as of the date
hereof under Capital Leases) of the Restricted Companies restricted by SECTION
7.12(F) of each of the Facility A Agreement and Facility B Agreement is
$_______ _____, which amount is equal to or less than $____________________
[(being 10% of the book value of the consolidated assets of the Restricted
Companies as of the end of the Subject Period)]; and

(f) as of the date hereof, to my knowledge, the aggregate Debt of the
Restricted Subsidiaries is $__________________ [which amount does not exceed $
_ __________________ (being (i) 10% of the book value of the consolidated
assets of the Restricted Companies as of the end of the Subject Period)] plus
(ii) the principal amount of all Existing Debt of MCI and its Subsidiaries on
and after the MCI Merger Date.

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

2 FACILITY A - EXHIBIT D-1
<PAGE> 102
ANNEX I TO COMPLIANCE CERTIFICATE

Status of Compliance with SECTION 7.22
of the Facility A Agreement and the Facility B Agreement1

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

<TABLE>
<S> <C>
1. SECTION 7.22 - TOTAL DEBT TO TOTAL CAPITALIZATION

a. Total Debt of Consolidated Companies (1) $
------------------
b. Total Debt of Unrestricted Companies $
----------
c. Total Debt of Restricted Companies (Line a minus Line b) $
-----------
d. Consolidated Net Worth of Consolidated Companies (1) $
-----------
e. Consolidated Net Worth of Unrestricted Companies $
------------------
f. Consolidated Net Worth of Restricted Companies
(Line d minus Line e) $
-----------
g. Total Capitalization (1) (Sum of Line c and Line f) $
-----------
h. Ratio of Line c to Line g :
------------------
i. Maximum Ratio for Subject Period 0.68 : 1.0
</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> 103
EXHIBIT E

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the Amended and Restated Facility A Revolving
Credit Agreement dated as of August 6, 1998 (as amended, modified,
supplemented, or restated from time to time, the "FACILITY A AGREEMENT") among
WORLDCOM, INC., a Georgia corporation ("BORROWER"), Facility A Lenders, the Co-
Syndication Agents (each such term as defined in the Facility A Agreement), and
NATIONSBANK, N.A., as the Administrative Agent under the Facility A Agreement
("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 or any obligations to fund any
Swing Line Borrowing in Assignor's capacity as a Swing Line Lender [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 pursuant to SECTIONS 2.2(B) or 2.3(D) of the Facility A
Agreement). 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 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 3.20(D) of the Facility A
Agreement.

FACILITY A - EXHIBIT E
<PAGE> 104
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 11.13(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> 105
SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE AGREEMENT
(FACILITY A)

<TABLE>
<S> <C>
1. Assigned Interest:*

(a) Assignor's Facility A Committed Sum prior to giving effect to the
Assignment to Assignee $
-------------------
(b) Aggregate Borrowings owed to Assignor (inclusive of
participations in L/C's and Swing Line Loans, if any),
immediately prior to giving
effect to the assignment to Assignee $
-------------------
(c) Aggregate Borrowings owed to Assignor (exclusive of
participations in L/C's and Swing Line Loans, if any),
immediately prior to giving
effect to the assignment to Assignee $
-------------------
(d) Percentage Interest in Facility A Commitment and Borrowings being
assigned to Assignee by Assignor (not less than $10,000,000, when
aggregated with any concurrent assignments from Assignor to
Assignee under Facility B and the 364-Day Facility, but in no
event less than $1,000,000) %
-------------------
2. Adjustments after giving effect to Assignment between Assignor and
Assignee:

(a) Assignor's Facility A Committed Sum $
-------------------
(b) Assignee's Facility A Committed Sum acquired from Assignor
pursuant to this Assignment $
-------------------
(c) Assignor's aggregate Facility A Borrowings (inclusive of
participations in L/C's and Swing Line Loans, if any) $
-------------------
(d) Assignee's Facility A Borrowings (inclusive of L/C's and
Swing Line Loans, if any) acquired from Assignor pursuant
to this Assignment $
-------------------

(e) Assignor's aggregate Facility A Borrowings (exclusive of
participations in L/C's and Swing Line Loans, if any) $
-------------------
(f) Assignee's Facility A Borrowings (exclusive of L/C's and Swing
Line Loans, if any) acquired from Assignor pursuant to the
Assignment $
-------------------

3. Effective Date (if other than date of acceptance by Administrative
Agent): * ,
--------------- ---- ------
</TABLE>

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

* Each assignment shall exclude Competitive Borrowings and Swing Line
Borrowings unless Assignor is assigning 100% of its interest under
Facility A.

3 FACILITY A - EXHIBIT E
<PAGE> 106
SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE AGREEMENT
(FACILITY A)
(PAGE 2 OF 2)

[NAME OF ASSIGNOR], as Assignor

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

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

[NAME OF ASSIGNEE], as Assignee

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

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

4 FACILITY A - EXHIBIT E
<PAGE> 107
If SECTION 11.13(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, 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 the Administrative Agent
under the Facility A Agreement.

5 FACILITY A - EXHIBIT E
<PAGE> 108
EXHIBIT F-1

FORM OF OPINION OF GENERAL COUNSEL OF BORROWER

August 6, 1998

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

Each of the Facility A Agents and the Facility B Agents and 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 Amended and Restated Facility A Revolving
Credit Agreement dated as August 6, 1998 (the "FACILITY A AGREEMENT") and the
Amended and Restated Facility B Term Loan Agreement dated as of August 6, 1998
(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, N.A., (as successor in interest by merger to
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"), the other "Facility A Agents" under the
Facility A Agreement, and the "Facility B Agents" under the Facility B
Agreement.

This opinion is delivered pursuant to SECTION 5.1 of the Facility A
Agreement and SECTION 5 of the Facility B Agreement and PARAGRAPHS 8 of
SCHEDULES 5.1 and 5, respectively, to 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 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 other Agents under Facility A, the

FACILITY A - EXHIBIT F-1
<PAGE> 109
other Agents under Facility B, and the Lenders with their respective covenants
and undertakings contained in the Transaction Documents.

As to certain matters of New York law, I understand you will rely solely
upon the opinions of Bryan Cave LLP.

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 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.

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 applicable to it, 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 and, if so adversely determined, would be a Material
Adverse Event. There are no outstanding orders or judgments for the payment of
money (not paid or fully covered by insurance) 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 (a)
stayed on appeal, (b) being diligently contested in good faith by appropriate
proceedings with adequate reserves having been set aside on the books of such
Restricted Company in accordance with GAAP, or (c) dismissed by a court of
competent jurisdiction.

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.

2 FACILITY A - EXHIBIT F-1
<PAGE> 110
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;

(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;

(g) with regard to any provisions of the Transaction Documents
whereby a party purports to indemnify another party against its own
negligence or misconduct; and

(h) as to matters subject to the jurisdiction of the FCC,
state public utility commissions, or any other communications or similar
regulatory authorities.

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 other 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

3 FACILITY A - EXHIBIT F-1
<PAGE> 111
EXHIBIT F-2

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

August 6, 1998

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

Each of the Facility A Agents and the Facility B Agents and 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 Amended and Restated Facility A Revolving Credit Agreement
(the "FACILITY A AGREEMENT") dated as of August 6, 1998, the Amended and
Restated Facility B Term Loan Agreement (the "FACILITY B AGREEMENT") dated as
of August 6, 1998, 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, N.A. (as successor in
interest by merger to 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 other "Facility A Agents" under the Facility
A Agreement and the "Facility B Agents" under the Facility B Agreement
(collectively, "AGENTS"):

This opinion is furnished to you pursuant to SECTION 5.1 of the Facility
A Agreement and SECTION 5 of the Facility B Agreement and PARAGRAPHS 8 of
SCHEDULE 5.1 and SCHEDULE 5, respectively, to 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

FACILITY A - EXHIBIT F-2
<PAGE> 112
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:

(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:

2 FACILITY A - EXHIBIT F-2
<PAGE> 113
Enforceability of the Transactions Documents are subject to:

(1) the effect of bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting the
rights and remedies of creditors generally, including:

(a) the United States Bankruptcy Code of 1978, as amended, and
thus comprehends, among others, matters of turn-over,
automatic stay, avoiding powers, fraudulent transfer,
preference, discharge, conversion of a non-recourse
obligation into a recourse claim, limitations on ipso
facto and anti-assignment clauses and the coverage of
pre-petition security agreements applicable to property
acquired after a petition is filed.

(b) all other federal and state bankruptcy, insolvency,
reorganization, receivership, moratorium, arrangement and
assignment for the benefit of creditors laws that affect
the rights and remedies of creditors generally.

(d) judicially developed doctrines relevant to any of the
foregoing laws, such as substantive consolidation of
entities.

(2) the effect of general principles of equity, whether applied by a
court of law or equity, including principles:

(a) governing the availability of specific performance,
injunctive relief or other equitable remedies, which
generally place the award of such remedies, subject to
certain guidelines, in the discretion of the court to
which application for such relief is made.

(b) affording equitable defenses (e.g., waiver, laches and
estoppel) against a party seeking enforcement.

(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.

3 FACILITY A - EXHIBIT F-2
<PAGE> 114
(b) provide that forum selection clauses in contracts are not
necessarily binding on the court(s) in the forum selected.

(d) limit the right of a creditor to use force or cause a
breach of the peace in enforcing rights.

(e) limit the enforceability of provisions releasing,
exculpating or exempting a party from, or requiring
indemnification of a party for, liability for its own
action or inaction, to the extent public policy limits the
enforceability of such indemnification or the action or
inaction involves gross negligence, recklessness, willful
misconduct or unlawful conduct.

(f) may, where less than all of a contract may be
unenforceable, limit the enforceability of the balance of
the contract to circumstances in which the unenforceable
portion is not an essential part of the agreed exchange.

(g) govern and afford judicial discretion regarding the
determination of damages and entitlement to attorneys'
fees and other costs.

(h) may permit a party who has materially failed to render or
offer performance required by the contract to cure that
failure unless (A) permitting a cure would unreasonably
hinder the aggrieved party from making substitute
arrangements for performance, or (B) it was important in
the circumstances to the aggrieved party that performance
occur by the date stated in the contract.

(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

4 FACILITY A - EXHIBIT F-2
<PAGE> 115
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 CAVELLP

5 FACILITY A - EXHIBIT F-2

<PAGE> 1
EXHIBIT 10.2

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

among

WORLDCOM, INC.,
Borrower

NATIONSBANK, N.A.,
Arranging Agent and Administrative Agent

NATIONSBANC MONTGOMERY SECURITIES LLC,
Lead Arranger

BANK OF AMERICA NT & SA,
BARCLAYS BANK PLC,
THE CHASE MANHATTAN BANK,
CITIBANK, N.A.,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, and
ROYAL BANK OF CANADA,
Co-Syndication Agents

and

THE LENDERS NAMED HEREIN,
Lenders

$1,250,000,000

DATED AS OF AUGUST 6, 1998
<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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
1.3 Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

SECTION 2 BORROWING PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.1 Term Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

SECTION 3 TERMS OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.1 Loan Accounts and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.2 Interest and Principal Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.3 Interest Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.4 Quotation of Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.5 Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.6 Interest Recapture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.7 Interest Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.8 Maximum Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.9 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.10 Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.11 Order of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.12 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.13 Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.14 Booking Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.15 Increased Cost and Reduced Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.16 Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.17 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.18 Treatment of Affected Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.19 Compensation; Replacement of Facility B Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.20 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 4 FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.1 Treatment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.2 Fees of Administrative Agent and Arranger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 5 CONDITIONS PRECEDENT TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 6 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.1 Purpose of Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.2 Existence, Good Standing, Authority, and Authorizations . . . . . . . . . . . . . . . . . . . . . . 28
6.3 Authorization and Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.4 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.6 Litigation, Claims, Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.7 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.8 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.9 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.10 Properties; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

i
<PAGE> 3
<TABLE>
<S> <C> <C>
6.11 Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.12 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.13 Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.14 Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 7 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.1 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.2 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.3 Items to be Furnished . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.4 Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.6 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.7 Maintenance of Existence, Assets, and Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.9 Preservation and Protection of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.11 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.12 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.13 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
7.14 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.15 Compliance with Laws and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.16 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.17 Permitted Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.18 Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.19 Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.20 Mergers and Dissolutions; Sale of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.21 Designation of Unrestricted Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.22 Financial Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.23 Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.24 Repayment of Certain Existing Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 8 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.1 Payment of Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.2 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.3 Debtor Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.4 Judgments and Attachments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.5 Misrepresentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.6 Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.7 Default Under Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
8.8 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
8.9 Default Under 364-Day Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.10 Validity and Enforceability of Loan Papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 9 RIGHTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.1 Remedies Upon Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.2 Company Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.3 Performance by Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.4 Delegation of Duties and Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.5 Not in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.6 Course of Dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
</TABLE>

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

ii
<PAGE> 4
<TABLE>
<S> <C> <C>
9.7 Cumulative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.8 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.9 Certain Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.10 Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.11 Expenditures by Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.12 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 10 AGREEMENT AMONG LENDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
10.1 Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
10.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.3 Proportionate Absorption of Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.4 Delegation of Duties; Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.5 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.6 Default; Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.7 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.8 Relationship of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.9 Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
10.10 Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.1 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.2 Nonbusiness Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.3 Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.4 Form and Number of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.5 Exceptions to Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.6 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.8 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.9 Entirety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.10 Jurisdiction; Venue; Service of Process; Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . 49
11.11 Amendments, Consents, Conflicts, and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
11.12 Multiple Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
11.13 Successors and Assigns; Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . . 51
11.14 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances . . . . . . . . . . . . 53
11.15 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
11.16 Restatement of Existing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
</TABLE>

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

iii
<PAGE> 5
SCHEDULES AND EXHIBITS

<TABLE>
<S> <C> <C>
Schedule 2.1 - Facility B Lenders
Schedule 5 - Conditions Precedent to Closing
Schedule 7.12 - Existing Debt
Schedule 7.14 - Transactions with Affiliates

Exhibit A - Form of Term Note
Exhibit B - Form of Notice of Conversion
Exhibit C - Form of Administrative Questionnaire
Exhibit D - Form of 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 New York Counsel
</TABLE>

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

iv
<PAGE> 6
AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

THIS AGREEMENT is entered into as of August 6, 1998, among WORLDCOM,
INC., a Georgia corporation ("BORROWER"), certain Facility B Lenders
(hereinafter defined), the Co-Syndication Agents (hereinafter defined), and
NATIONSBANK, N.A. (successor in interest by merger to NationsBank of Texas,
N.A.), as a Facility B Lender and as Administrative Agent (hereinafter defined)
for itself and the other Lenders.

RECITALS

A. Borrower has entered into the Facility B Revolving Credit and
Term Loan Agreement (as renewed, extended, or amended to date, the "EXISTING
AGREEMENT") dated as of July 3, 1997, with NationsBank, N.A. (in its capacity
as "Administrative Agent" thereunder and as a lender) and certain other lenders
party thereto (together with NationsBank, N.A., the "EXISTING FACILITY B
LENDERS"), providing for, among other things, a revolving credit and term loan
facility in the aggregate principal amount of $1,250,000,000.

B. Subject to the terms and conditions set forth below, Borrower
and "Determining Lenders" (as defined in the Existing Agreement) desire to
entirely amend, modify, and restate the Existing Agreement in order, among
other things, to amend certain provisions of the Existing Agreement.

C. The amendment and restatement of the Existing Agreement
hereunder is not intended by the parties to constitute either a novation or a
discharge or satisfaction of the indebtedness and obligations under the
Existing Agreement, which indebtedness and obligations under the Existing
Agreement shall remain outstanding hereunder on the terms and conditions
hereinafter provided.

SECTION 1 DEFINITIONS AND TERMS.

1.1 Definitions. As used herein:

364-DAY FACILITY means the revolving credit and term loan facility
described in and subject to the limitations of the 364-Day Facility Agreement.

364-DAY FACILITY COMMITMENT means an amount (subject to availability,
reduction, or cancellation as provided in the 364-Day Facility Agreement) equal
to $7,000,000,000.

364-DAY PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under the 364-Day
Facility.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

<PAGE> 7
in, or otherwise transfer, undivided percentage interests in the Receivables
Program Assets; provided that, for purposes of determinations made pursuant to
SECTIONS 7.13(G) and 7.19(D), 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.

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.

APPLICABLE LENDING OFFICE means, for each Facility B Lender and for
each Type of Borrowing, the "Lending Office" of such Facility B Lender (or an
Affiliate of such Facility B Lender) designated on SCHEDULE 2.1 attached hereto
or such other office that such Facility B Lender (or an Affiliate of such
Facility B Lender) may from time to time specify to Administrative Agent and
Borrower by written notice in accordance with the terms hereof.

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 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"):

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Applicable Margin
==============================================================
Ratings Base Rate Eurodollar Rate
Borrowings Borrowings
===================================================================================================
<S> <C> <C>
Category 1
----------
BBB+ or higher by S&P; 0.0000% 0.3500%
Baa1 or higher by Moody's
- ---------------------------------------------------------------------------------------------------
Category 2
----------
BBB by S&P; 0.0000% 0.4000%
Baa2 by Moody's
- ---------------------------------------------------------------------------------------------------
</TABLE>

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

2
<PAGE> 8
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Applicable Margin
==============================================================
Ratings Base Rate Eurodollar Rate
Borrowings Borrowings
===================================================================================================
<S> <C> <C>
Category 3
----------
BBB- by S&P; 0.0000% 0.4500%
Baa3 by Moody's
- ---------------------------------------------------------------------------------------------------
Category 4
----------
BB+ by S&P; 0.0000% 0.5000%
Ba1 by Moody's
- ---------------------------------------------------------------------------------------------------
Category 5
----------
BB or lower by S&P; 0.0000% 0.7500%
Ba2 or lower by Moody's
- ---------------------------------------------------------------------------------------------------
</TABLE>

(a) For purposes of determining the Applicable Margin, (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 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
(v) 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.

(b) On any date of determination of the Applicable Margin for
Eurodollar Rate Borrowings, if the sum of the Facility A
Commitment Usage (as defined in the Facility A Agreement), the
Facility B Principal Debt, and the 364-Day Principal Debt
exceeds 33 1/3% (but less than 66 2/3%) of the Total
Commitment, then the Applicable Margin for Eurodollar Rate
Borrowings shall be increased by 0.05% (the "UTILIZATION
FEE"); provided that, if the Facility A Commitment Usage (as
defined in the Facility A Agreement), the Facility B Principal
Debt, and the 364-Day Principal Debt equals or exceeds 66 2/3%
of the Total Commitment, then such Utilization Fee shall be
increased to 0.10%.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

3
<PAGE> 9
ARRANGER means NationsBanc Montgomery Securities LLC, and its
successors and assigns, in its capacity as "Lead Arranger" under the Loan
Papers.

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.

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, 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.

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 B Agreement has
been executed by Borrower and Determining Lenders, and all conditions precedent
specified in SECTION 5.1 have been satisfied or waived.

CO-SYNDICATION AGENTS means Bank of America NT & SA, Barclays Bank
PLC, The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty Trust Company of
New York, and Royal Bank of Canada.

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

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

CONSEQUENTIAL LOSS means any loss or expense which any Facility B
Lender may reasonably incur in respect of a Eurodollar Rate Borrowing or 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

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

4
<PAGE> 10
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 Restricted 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 (a) as applicable, either
(i) prior to the MCI Merger Date, the Financial Statements for the fiscal year
ended December 31, 1997, and the three-month period ended March 31, 1998,
calculated on a consolidated basis for Borrower and the Consolidated Companies;
or (ii) on or after the MCI Merger Date, the combined consolidated financial
statements of Borrower and MCI and their consolidated Subsidiaries as then most
recently filed with the Securities and Exchange Commission; or (b) the
Financial Statements required to be delivered under SECTIONS 7.3(A) or 7.3(B),
as the case may be, calculated on a consolidated basis for the Consolidated
Companies; provided that, for purposes of SECTION 5(B), "CURRENT FINANCIALS"
shall mean both the Financial Statements described in Items (i) and (ii)
preceding, whether or not the MCI Merger Date has occurred on or prior to such
date of determination.

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; provided,
however, that Debt shall not include obligations of Borrower which are owed to
a trust or other special purpose entity, all of whose common equity is
beneficially owned by Borrower, so long as such obligations are held by such
trusts or their representatives and are subordinate in right of payment to the
Obligation.

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.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

5
<PAGE> 11
DETERMINING LENDERS means:

(a) For purposes of waiving or amending any conditions
precedent under SECTION 5.2 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; or

(b) For all other purposes under the Loan Papers, (i) on
any date of determination occurring prior to the date upon which
Facility A 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 Principal Debt; and (ii) on any date of determination
occurring on or after the date upon which Facility A 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).

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
11.13, 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 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.

ERISA AFFILIATE means, with respect to Borrower or any of its
Subsidiaries, any company, trade, or

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

6
<PAGE> 12
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), (c) or (m) 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 a Borrowing bearing interest at the
sum of the Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar
Rate Borrowings.

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 on any date of determination, (a) the secured and
unsecured Debt of Borrower and its Restricted Subsidiaries existing on the
Closing Date and described in PART A of SCHEDULE 7.12 (but expressly excluding
the WorldCom/Brooks Fiber Loan on and after the earlier of (i) the date of
repayment thereof in full and termination of the commitment thereunder, and
(ii) the thirtieth (30th) day after the closing date of the 364-Day Facility);
(b) on and after the MCI Merger Date, the secured and unsecured Debt of MCI and
its Subsidiaries existing on the MCI Merger Date and described in PART B of
SCHEDULE 7.12 (but expressly excluding the MCI Revolving Facility, which shall
be repaid in full and the commitment thereunder terminated on or before the MCI
Merger Date); and (c) renewals, extensions, and refinancings of any of the
Existing Debt described in CLAUSES (A) and (B) to the extent that the principal
amount under (or the maximum principal amount that may be borrowed under) such
Existing Debt is not increased on or after the Closing Date (with respect to
Existing Debt listed in PART A of SCHEDULE 7.12) or on or after the MCI Merger
Date (with respect to Existing Debt listed in PART B of SCHEDULE 7.12).

EXISTING FACILITY B LENDERS is defined in the Recitals to this
Facility B Agreement.

FACILITIES means, collectively, Facility A and Facility B; "FACILITY"
means either Facility A or Facility B, whichever the context requires.

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

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

FACILITY A AGENTS means, collectively, Facility A Administrative Agent
and Co-Syndication Agents under the Facility A Agreement.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

7
<PAGE> 13
FACILITY A AGREEMENT means the Amended and Restated Facility A
Revolving Credit and Term Loan Agreement, and all Exhibits and Schedules
thereto, as each may be amended, modified, supplemented, or restated from time
to time, dated the date hereof among Borrower, Facility A Administrative Agent,
and the Facility A Lenders.

FACILITY A COMMITMENT means an amount (subject to availability,
reduction, or cancellation as provided in the Facility A Agreement) equal to
$3,750,000,000.

FACILITY A COMPETITIVE BID SUBFACILITY means a subfacility of Facility
A as described in the Facility A Agreement.

FACILITY A COMPETITIVE BORROWING means a Borrowing under the Facility
A Competitive Bid Subfacility.

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 11.13(C) of the Facility A Agreement) to the Facility A Agreement, and
subject to the terms and conditions of the Facility A Agreement, 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, or restatements of or amendments or supplements to,
any such Facility A Loan Papers.

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

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

FACILITY B AGENTS means, collectively, Administrative Agent and the
Co-Syndication Agents under this Facility B Agreement.

FACILITY B AGREEMENT means this Amended and Restated Facility B Term
Loan Agreement, and all Exhibits and Schedules hereto, as each may be amended,
modified, supplemented, or restated from time to time.

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 11.13(C) of this Facility B Agreement) to this Facility B Agreement,
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, or restatements of or amendments or supplements to,
any such Facility B Loan Papers.

FACILITY B PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance 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

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

8
<PAGE> 14
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).

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.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

9
<PAGE> 15
17, 1995, between MCI and Citibank, N.A., as trustee; and Junior Subordinated
Indenture dated as of May 29, 1996, between MCI and Wilmington Trust Company,
as trustee, in each case as the same have been or may be amended, modified,
supplemented, or restated from time to time.

INTEREST PERIOD is determined in accordance with SECTION 3.9.

LC means any "LC" as defined in the Facility A Agreement.

LC AGREEMENT means any "LC Agreement" as defined in the Facility A
Agreement.

LENDERS means, collectively, on any date of determination, the
Facility A Lenders and the Facility B Lenders.

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 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 SUBSIDIARY means, for purposes of SECTION 8.3, any Subsidiary
of Borrower (or any group of Subsidiaries of Borrower) that individually or
collectively own 10% or more of the book value of the consolidated assets of
the Restricted Companies determined as of the date of, and with respect to, the
Current Financials and the related Compliance Certificate.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

10
<PAGE> 16
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.

MCI means MCI Communications Corporation.

MCI MERGER means the merger of MCI with and into TC Investments Corp.,
a wholly-owned Subsidiary of Borrower, in accordance with the terms of the MCI
Merger Agreement.

MCI MERGER AGREEMENT means the Agreement and Plan of Merger dated as
of November 9, 1997, among Borrower, MCI, and TC Investments Corp. (as amended
to date and as hereinafter amended subject to the consent of Administrative
Agent to any material amendment thereof, which consent shall not be
unreasonably withheld).

MCI MERGER DATE means the date upon which the MCI Merger closes in
accordance with the MCI Merger Agreement.

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

NATIONSBANK means NationsBank, N.A. (successor in interest by merger
to NationsBank of Texas, N.A.), in its individual capacity as a Lender, and its
successors and assigns.

NOTES means, at the time of any determination thereof, all outstanding
and unpaid Term Notes.

NOTICE OF CONVERSION is defined in SECTION 3.10.

PARTICIPANT is defined in SECTION 11.13(E).

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

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,

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

11
<PAGE> 17
equal to or higher than BBB- by S&P, and Baa3 by Moody's;

(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;

(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 described in SECTION 8.6)
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, N.A. as its prime rate, which rate may not be the
lowest rate of interest charged by NationsBank, N.A. to its customers.

PRINCIPAL DEBT means, on any date of determination, 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 Facility A 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 Facility A Competitive Bid Subfacility), as applicable;

(b) for each Facility B Lender with respect to any
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 proportion
that the Facility B Principal Debt owed to such Facility B Lender
bears to the Facility B Principal Debt owed to all Facility B Lenders;

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

12
<PAGE> 18
(c) for each Facility A Lender with respect to any
principal or interest payments on any Facility A 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 Facility A 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
Facility A Competitive Borrowing;

(d) for all other purposes with respect to any Lender --
(i) for so long as the Facility A Commitment has not terminated, the
proportion that the sum of such Facility A Lender's Facility A
Committed Sum 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 (ii) at any time on and after the Facility A
Termination Date, 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).

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.

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.

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.

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.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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<PAGE> 19
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.

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

RESTRICTED COMPANIES, at any time of determination thereof, means
Borrower and the Restricted Subsidiaries.

RESTRICTED SUBSIDIARIES means each of the Subsidiaries of Borrower
(other than the Unrestricted Subsidiaries).

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.

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

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.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

14
<PAGE> 20
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 LOAN MATURITY DATE means the earliest of (a) June 30, 2002, and
(b) the effective date of any other termination or cancellation of Facility B
in accordance with this Facility B Agreement.

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

TOTAL CAPITALIZATION means, on any date of determination, the sum of
Total Debt and Consolidated Net Worth.

TOTAL COMMITMENT means, on any date of determination, the sum of the
Facility A Commitment, the Facility B Principal Debt, and the 364-Day Facility
Commitment.

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

UTILIZATION FEE has the meaning set forth in CLAUSE (B) of the
definition of "Applicable Margin" in this SECTION 1.1.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

15
<PAGE> 21
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 Term Loan. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Papers, the "Facility B
Principal Debt" under the Existing Agreement outstanding on the Closing Date
shall automatically be continued and extended as the "Facility B Principal
Debt" owed to the Facility B Lenders under this Facility B Agreement.

SECTION 3 TERMS OF PAYMENT.

3.1 Loan Accounts 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 a Term Note.

(c) All payments of principal, interest, and other
amounts to be made by Borrower under this Facility B Agreement and the
other Facility B Loan Papers shall be made to Administrative Agent at
its principal office in Dallas, Texas in Dollars and 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, without setoff,
deduction, or counterclaim. Subject to the definition of "Interest
Period" herein, whenever any payment under this Facility B Agreement
or any other Loan Paper shall be stated to be due on a day that is not
a Business Day, such payment may be made on the next succeeding
Business Day, and such extension of time in such case shall be
included in the computation of interest and fees, as applicable and as
the case may be. 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
of principal, interest, or other

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

16
<PAGE> 22
amount 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 is received by Administrative Agent
prior to 12:00 noon Dallas, Texas time, and otherwise before 12:00
noon Dallas, Texas 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.

3.2 Interest and Principal Payments.

(a) Interest on each Eurodollar Rate Borrowing shall be
due and payable as it accrues on the last day of its respective
Interest Period and on 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 Term Loan Maturity Date.

(b) Borrower shall pay on the Term Loan Maturity Date all
outstanding Facility B Principal Debt, together with all accrued and
unpaid interest and fees.

(c) 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.

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 or the Adjusted Eurodollar Rate plus
the Applicable Margin for Eurodollar Rate Borrowings, as the case may be, and
(b) the Maximum Rate. Each change in the Base Rate or 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 employee of Borrower may
call Administrative Agent on or before the date on which a Notice of Conversion
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 Conversion is given.

3.5 Default Rate. At the option of Determining Lenders and to the
extent permitted by Law, all past-

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

17
<PAGE> 23
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.

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, 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.

(b) The provisions of this Facility B Agreement relating
to calculation of the Base Rate and the Adjusted Eurodollar Rate, are
included only for the purpose of determining the rate of interest or
other amounts to be paid hereunder that are based upon such rate.

3.8 Maximum Rate. Regardless of any provision contained in any
Loan Paper, no Lender shall ever be entitled to contract for, charge, take,
reserve, receive, or apply, as interest on the Obligation, or any part thereof,
any amount in excess of the Maximum Rate, and, if 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, 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 or, if available to all Facility B Lenders, nine or twelve months;
provided, however, that: (a) the initial Interest Period for a Eurodollar Rate
Borrowing shall commence on the date of such Borrowing

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(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
Principal Debt; and (d) no more than an aggregate of twenty (20) Interest
Periods (including, without limitation, Interest Periods under Facility A)
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) 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 $10,000,000 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 to each Lender in the
proportion that the Principal Debt owed to such Lender bears to the
Principal Debt owed to all Lenders under the Facility (or Subfacility
thereunder) in respect of which such payment was 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
reasonable expenses for which Facility A Agents, Facility B
Agents, or Lenders have not been paid or reimbursed in
accordance with the Loan Papers; (as used in this SECTION
3.11(B)(I), a "ratable payment" for any Lender, any Facility A
Agent, or any Facility B Agent shall be, on any date of
determination, that proportion which the portion of the total
fees and indemnities owed to such Lender, Facility A Agent, or
Facility B Agent bears to the total aggregate fees and
indemnities owed to all Lenders, Facility A Agents, and
Facility B Agents on such date of determination);

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<PAGE> 25
(ii) to the Pro Rata payment of all accrued and
unpaid interest on the Principal Debt;

(iii) to the ratable payment of the Swing Line
Principal Debt (as defined in the Facility A Agreement) which
is due and payable and which remains unfunded by any Borrowing
under Facility A; provided that, such payments shall be
allocated among the Swing Line Lenders (as defined in the
Facility A Agreement) and the Facility A Lenders which have
funded their participation in the Swing Line Principal Debt
(as defined in the Facility A Agreement);

(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 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.

3.12 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.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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<PAGE> 26
amount of the Obligation owed to such Lender.

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 3.15 than the transferor Facility B Lender would have
been entitled to receive with respect to such Borrowings.

3.15 Increased Cost and Reduced Return.

(a) If, after the date hereof, the adoption of any
applicable Law or any change in any applicable Law, or any change in
the interpretation or administration thereof by any Governmental
Authority, or compliance by any Facility B Lender (or its Applicable
Lending Office) with any request or directive (whether or not having
the force of law) of any such Governmental Authority:

(i) shall subject such Facility B Lender (or its
Applicable Lending Office) to any Tax with respect to any
Eurodollar Rate Borrowing, its Notes, or its obligation to
loan Eurodollar Rate Borrowings, or change the basis of
taxation of any amounts payable to such Facility B Lender (or
its Applicable Lending Office) under the Facility B Loan
Papers in respect of any Eurodollar Rate Borrowings (other
than with respect to Taxes imposed on the overall net income
of such Facility B Lender by any jurisdiction and other than
liabilities, interest, and penalties incurred as a result of
the gross negligence or wilful misconduct of such Facility B
Lender;

(ii) shall impose, modify, or deem applicable any
reserve, special deposit, assessment, or similar requirement
(other than the Reserve Requirement utilized in the
determination of the Adjusted Eurodollar Rate) relating to any
extensions of credit or other assets of, or any deposits with
or other liabilities or commitments of, such Facility B Lender
(or its Applicable Lending Office), including the commitment
of such Facility B Lender hereunder; or

(iii) shall impose on such Facility B Lender (or
its Applicable Lending Office) or the London interbank market
any other condition affecting the Facility B Loan Papers or
any of such extensions of credit or liabilities or
commitments;

and the result of any of the foregoing is to increase the actual cost
to such Facility B Lender (or its Applicable Lending Office) of
making, converting into, continuing, or maintaining any Eurodollar
Rate Borrowings or to reduce any sum received or receivable by such
Facility B Lender (or its Applicable Lending Office) under the
Facility B Loan Papers with respect to any Eurodollar Rate Borrowing,
then Borrower shall pay to such Facility B Lender on demand such
amount or amounts as will compensate such Facility B Lender for such
increased cost or reduction as provided in SECTION 3.15(C) below. If
any Facility B Lender requests compensation by Borrower under this
SECTION 3.15(A), Borrower may, by notice to such Facility B Lender
(with a copy to Administrative Agent), suspend the obligation of such
Facility B Lender to loan or continue Borrowings of the Type with
respect to which such compensation is requested, or to convert
Borrowings of any other Type into Borrowings of such Type, until the
event or condition giving rise to such request ceases to be in effect
(in which case the provisions of SECTION 3.18 shall be applicable);
provided, that such suspension shall not affect the Right of such
Facility B Lender to receive the compensation so requested.

(b) If, after the date hereof, any Facility B Lender
shall have determined that the adoption of any applicable Law
regarding capital adequacy or any change therein or in the
interpretation or

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<PAGE> 27
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or any request or directive
regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority has or would have the effect of
reducing the rate of return by an amount deemed by it to be material
on the capital of such Facility B Lender or any corporation
controlling such Facility B Lender as a consequence of such Facility B
Lender's obligations hereunder to a level below that which such
Facility B Lender or such corporation could have achieved but for such
adoption, change, request, or directive (taking into consideration its
policies with respect to capital adequacy), then from time to time
upon demand Borrower shall pay to such Facility B Lender such
additional amount or amounts as will compensate such Facility B Lender
for such reduction.

(c) Each Facility B Lender shall promptly notify Borrower
and Administrative Agent of any event of which it has knowledge,
occurring after the date hereof, which will entitle such Facility B
Lender to compensation pursuant to this Section and will designate a
different Applicable Lending Office if such designation will avoid the
need for, or reduce the amount of, such compensation and will not, in
the reasonable judgment of such Facility B Lender, be otherwise
disadvantageous to it. Any Facility B Lender claiming compensation
under this Section shall furnish to Borrower and Administrative Agent
a statement setting forth in reasonable detail the additional amount
or amounts to be paid hereunder which shall be presumed correct in the
absence of manifest error. In determining such amount, such Facility
B Lender may use any reasonable averaging and attribution methods.

3.16 Limitation on Types of Loans. If on or prior to the first day
of any Interest Period for any Eurodollar Rate Borrowing:

(a) Administrative Agent determines (which determination
shall be conclusive absent manifest error) that by reason of
circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Eurodollar Rate for such
Interest Period; or

(b) Determining Lenders determine (which determination
shall be conclusive absent manifest error) and notify Administrative
Agent that the Adjusted Eurodollar Rate will not adequately and fairly
reflect the cost to the Facility B Lenders of funding Eurodollar Rate
Borrowings for such Interest Period;

then Administrative Agent shall give Borrower prompt notice thereof specifying
the relevant amounts or periods, and so long as such condition remains in
effect, the Facility B Lenders shall be under no obligation to fund additional
Eurodollar Rate Borrowings, continue Eurodollar Rate Borrowings, or to convert
Base Rate Borrowings into Eurodollar Rate Borrowings, and Borrower shall, on
the last day(s) of the then current Interest Period(s) for the outstanding
Eurodollar Rate Borrowings, either prepay such Borrowings or convert such
Borrowings into Base Rate Borrowings in accordance with the terms of this
Facility B Agreement.

3.17 Illegality. Notwithstanding any other provision of this
Facility B Agreement, in the event that it becomes unlawful for any Facility B
Lender or its Applicable Lending Office to make, maintain, or fund Eurodollar
Rate Borrowings hereunder, then such Facility B Lender shall promptly notify
Borrower thereof and such Facility B Lender's obligation to make or continue
Eurodollar Rate Borrowings and to convert other Base Rate Borrowings into
Eurodollar Rate Borrowings shall be suspended until such time as such Facility
B Lender may again make, maintain, and fund Eurodollar Rate Borrowings (in
which case the provisions of SECTION 3.18 shall be applicable); provided that,
such Facility B Lender will use best efforts (consistent with legal and
regulatory restrictions) to change the jurisdiction of its Applicable Lending
Office so as to eliminate any illegality, if such change, in the reasonable
judgment of such Facility B Lender, is not otherwise disadvantageous to such
Facility B Lender.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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3.18 Treatment of Affected Loans. If the obligation of any
Facility B Lender to fund Eurodollar Rate Borrowings or to continue, or to
convert Base Rate Borrowings into Eurodollar Rate Borrowings, shall be
suspended pursuant to SECTIONS 3.15, 3.16, or 3.17 hereof, such Facility B
Lender's Eurodollar Rate Borrowings shall be automatically converted into Base
Rate Borrowings on the last day(s) of the then current Interest Period(s) for
Eurodollar Rate Borrowings (or, in the case of a conversion required by SECTION
3.17 hereof, on such earlier date as such Facility B Lender may specify to
Borrower with a copy to Administrative Agent) and, unless and until such
Facility B Lender gives notice as provided below that the circumstances
specified in SECTIONS 3.15, 3.16, or 3.17 hereof that gave rise to such
conversion no longer exist:

(a) to the extent that such Facility B Lender's
Eurodollar Rate Borrowings have been so converted, all payments and
prepayments of principal that would otherwise be applied to such
Facility B Lender's Eurodollar Rate Borrowings shall be applied
instead to its Base Rate Borrowings; and

(b) all Borrowings that would otherwise be made or
continued by such Facility B Lender as Eurodollar Rate Borrowings
shall be made or continued instead as Base Rate Borrowings, and all
Borrowings of such Facility B Lender that would otherwise be converted
into Eurodollar Rate Borrowings shall be converted instead into (or
shall remain as) Base Rate Borrowings.

If such Facility B Lender gives notice to Borrower (with a copy to
Administrative Agent) that the circumstances specified in SECTIONS 3.15, 3.16,
or 3.17 hereof that gave rise to the conversion of such Facility B Lender's
Eurodollar Rate Borrowings pursuant to this SECTION 3.18 no longer exist (which
such Facility B Lender agrees to do promptly upon such circumstances ceasing to
exist) at a time when Eurodollar Rate Borrowings made by other Facility B
Lenders are outstanding, such Facility B Lender's Base Rate Borrowings shall be
automatically converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Eurodollar Rate Borrowings, to the extent
necessary so that, after giving effect thereto, all Eurodollar Rate Borrowings
held by the Facility B Lenders and by such Facility B Lender are held Pro Rata
(as to principal amounts, Types, and Interest Periods) in accordance with their
respective Pro Rata Part of the Facility B Principal Debt.

3.19 Compensation; Replacement of Facility B Lenders.

(a) Upon the request of any Facility B Lender, Borrower
shall pay to such Facility B Lender such amount or amounts as shall be
sufficient (in the reasonable opinion of such Facility B Lender) to
compensate it for any Consequential Loss; provided that, in each case,
the Person claiming such Consequential Loss has furnished Borrower
with a reasonably detailed statement of such loss, which statement
shall be conclusive in the absence of manifest error.

(b) If any Facility B Lender requests compensation under
SECTION 3.15 or if Borrower is required to pay additional amounts to
or for the account of any Facility B Lender pursuant to SECTION 3.20
(collectively, "ADDITIONAL AMOUNTS"), then Borrower may, at its sole
expense and effort, upon written notice to such Facility B Lender and
Administrative Agent, require such Facility B Lender to assign and
delegate, without recourse, all its interests, Rights, and obligations
under this Facility B Agreement and the other Facility B Loan Papers
to an Eligible Assignee that shall assume such obligations; provided
that, (i) Borrower shall have received the prior written consent of
Administrative Agent to any such assignment; (ii) such Facility B
Lender shall have received payment from Borrower of any Additional
Amounts owed to such Facility B Lender by Borrower for periods prior
to the replacement of such Facility B Lender and any actual costs
incurred as a result of such replacement of a Facility B Lender; (iii)
such assignment will result in reduction or elimination of the
Additional Amounts; and (iv) such assignment and acceptance shall be
made in accordance with, and subject to the requirements and
restrictions contained in, SECTION 11.13(B). A Facility B Lender
shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Facility B Lender or
otherwise, the

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FACILITY B TERM LOAN AGREEMENT

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<PAGE> 29
circumstances entitling such Borrowing to require such assignment and
delegation cease to apply.

3.20 Taxes.

(a) Any and all payments by Borrower to or for the
account of any Facility B Lender or Administrative Agent hereunder or
under any other Loan Paper shall be made free and clear of and without
deduction for any and all present or future Taxes, excluding, in the
case of each Facility B Lender and Administrative Agent, Taxes imposed
on its income and franchise Taxes imposed on it by any jurisdiction
and other liabilities, interest and penalties incurred as a result of
the gross negligence or wilful misconduct of such Facility B Lender or
Administrative Agent (all such Non-Excluded Taxes referred to as
"NON-EXCLUDED TAXES"). If Borrower shall be required by law to deduct
any Non-Excluded Taxes from or in respect of any sum payable under
this Facility B Agreement or any other Facility B Loan Paper to any
Facility B Lender or Administrative Agent, (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this
SECTION 3.20) such Facility B Lender or Administrative Agent receives
an amount equal to the sum it would have received had no such
deductions been made, (ii) Borrower shall make such deductions, (iii)
Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law, and
(iv) Borrower shall furnish to Administrative Agent, at its address
listed in SCHEDULE 2.1, the original or a certified copy of a receipt
evidencing payment thereof.

(b) In addition, Borrower agrees to pay any and all
present or future stamp or documentary taxes and any other excise or
property Taxes which arise from any payment made under this Facility B
Agreement or any other Facility B Loan Paper or from the execution or
delivery of, or otherwise with respect to, this Facility B Agreement
or any other Facility B Loan Paper (hereinafter referred to as "OTHER
TAXES").

(c) BORROWER AGREES TO INDEMNIFY EACH FACILITY B LENDER
AND ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF NON-EXCLUDED TAXES
THAT SHOULD HAVE BEEN WITHHELD BY BORROWER AND OTHER TAXES (INCLUDING,
WITHOUT LIMITATION, ANY NON-EXCLUDED TAXES THAT SHOULD HAVE BEEN
WITHHELD BY BORROWER OR OTHER TAXES IMPOSED OR ASSERTED BY ANY
JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 3.20) PAID BY SUCH
FACILITY B LENDER OR ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY
LIABILITY (INCLUDING PENALTIES, INTEREST, AND EXPENSES OTHER THAN
THOSE INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR WILFUL
MISCONDUCT OF SUCH FACILITY B LENDER OR ADMINISTRATIVE AGENT) ARISING
THEREFROM OR WITH RESPECT THERETO.

(d) Each Facility B Lender organized under the Laws of a
jurisdiction outside the United States, on or prior to the date of its
execution and delivery of this Facility B Agreement in the case of
each Facility B Lender listed on the signature pages hereof and on or
prior to the date on which it becomes a Facility B Lender in the case
of each other Facility B Lender, and from time to time thereafter,
including, without limitation, upon the expiration or obsolescence of
any previously delivered form or upon the written request of Borrower
or Administrative Agent (but only so long as such Facility B Lender
remains lawfully able to do so), shall provide Borrower and
Administrative Agent with (i) Internal Revenue Service Form 1001 or
4224, as appropriate, or any successor form prescribed by the Internal
Revenue Service, certifying that such Facility B Lender is entitled to
benefits under an income tax treaty to which the United States is a
party which reduces the rate of withholding tax on payments of
interest or certifying that the income receivable pursuant to this
Facility B Agreement is effectively connected with the conduct of a
trade or business in the United States, (ii) Internal Revenue Service
Form W-8 or W-9, as appropriate, or any successor form prescribed by
the Internal Revenue Service, and (iii) any other form or certificate
required by any taxing authority (including any certificate required
by Sections 871(h) and 881(c) of the Internal Revenue 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.

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(e) For any period with respect to which a Facility B
Lender has failed to provide Borrower and Administrative Agent with
the appropriate form pursuant to SECTION 3.20(D) (unless such failure
is due to a change in Law, occurring subsequent to the date on which a
form originally was required to be provided), such Facility B Lender
shall not be entitled to indemnification under this SECTION 3.20 with
respect to Taxes imposed by the United States; provided, however, that
should a Facility B Lender, which is otherwise exempt from or subject
to a reduced rate of withholding tax, become subject to Taxes because
of its failure to deliver a form required hereunder, Borrower shall
take such steps as such Facility B Lender shall reasonably request to
assist such Facility B Lender to recover such Taxes.

(f) If Borrower is required to pay additional amounts to
or for the account of any Facility B Lender pursuant to this SECTION
3.20, then such Facility B Lender will use best efforts (consistent
with legal and regulatory restrictions) to change the jurisdiction of
its Applicable Lending Office so as to eliminate or reduce any such
additional payment which may thereafter accrue if such change, in the
judgment of such Facility B Lender, is not otherwise disadvantageous
to such Facility B Lender.

(g) Within thirty (30) days after the date of any payment
of Non-Excluded Taxes or Other Taxes, Borrower shall furnish to
Administrative Agent the original or a certified copy of a receipt
evidencing such payment.

(h) Without prejudice to the survival of any other
agreement of Borrower hereunder, the agreements and obligations of
Borrower contained in this SECTION 3.20 shall survive the termination
of this Agreement and the payment in full of the Obligation.

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.

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 June 30, 1998 (as thereafter amended or modified from
time to time), among Borrower, Administrative Agent, and Arranger, which
payments shall be made on the dates specified, and in amounts calculated in
accordance with, such letter agreement.

SECTION 5 CONDITIONS PRECEDENT TO CLOSING. This Facility B Agreement
shall not become effective unless and until (a) Administrative Agent has
received all of the agreements, documents, instruments, and other items
described on SCHEDULE 5, (b) there has been no change in the consolidated
financial condition of the Consolidated Companies from that shown in the
respective Current Financials of such companies which could be a Material
Adverse Event; and (c) Determining Lenders have indicated their consent to this
amendment and restatement of the Existing Agreement by execution and delivery
of a counterpart signature page to this Facility B Agreement; upon satisfaction
of such conditions of closing, the Facility B Loan Papers shall be deemed
effective and binding upon Borrower, Facility B Agents, and all Facility B
Lenders, whether or not such Facility B Lender (other than Determining Lenders)
has executed this Facility B Agreement. 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

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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<PAGE> 31
respect of each thereof.

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

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. 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, approvals, 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 (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 those
Authorizations the failure of which to be obtained or made could not be a
Material Adverse Event. The Restricted Companies have obtained all
Authorizations of the FCC and any applicable PUC necessary to conduct their
businesses, and all such Authorizations are in full force and effect, without
conditions, except such conditions as are generally applicable to holders of
such Authorizations. There are no violations of any such Authorizations which
could, individually or collectively, be a Material Adverse Event, nor are there
any proceedings pending or, to the knowledge of Borrower, threatened against
the Restricted Companies to revoke or limit any such Authorization which could,
individually or collectively, be a Material Adverse Event, and Borrower has no
knowledge that any such Authorizations will not be renewed in the ordinary
course, except for any nonrenewals that could not be a Material Adverse Event.

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

6.6 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 judgments, decrees, or
orders of any Governmental Authority outstanding against any Restricted Company
that could be a Material Adverse Event.

6.7 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 Liens permitted under SECTION 7.13(F)
have been satisfied or for which nonpayment thereof could not constitute a
Material Adverse Event.

6.8 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.

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6.10 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 Liens permitted in SECTION 7.13, 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 No Default. No event has occurred and is continuing or would
result from the incurring of obligations by Borrower under this Facility B
Agreement or any other Loan Paper which constitutes a Default or a Potential
Default. No Restricted Subsidiary is in default under or with respect to any
material written or oral agreements, contracts, commitments, or understandings
to which any Restricted Company is party (including without limitation, the
Existing Agreement) which could, individually or together with all such
defaults, be a Material Adverse Event.

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 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:

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

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

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(a) Promptly after preparation, and no later than 110
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 (or in lieu
thereof the Form 10-K of the Consolidated Companies filed with the
Securities and Exchange Commission for such fiscal year), 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) 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; and

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

(b) Promptly after preparation, and no later than 65 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 (or in lieu thereof the Form
10-Q of the Consolidated Companies filed with the Securities and
Exchange Commission for such fiscal quarter), accompanied by a
Compliance Certificate with respect to such Financial Statements.

(c) 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 other
Litigation affecting the Restricted Companies which Borrower would be
required to report to the Securities and Exchange Commission pursuant
to the Securities and Exchange Act of 1934, as amended, within four
Business Days after reporting the same to the Securities and Exchange
Commission; (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) a default or event of default
under any material agreement of any Restricted Company which could be
a Material Adverse Event; (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

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Affiliate from the sponsor of a Multiemployer Plan of either a notice
concerning the imposition of withdrawal liability in an aggregate
amount exceeding $100,000,000 or of the impending termination or
reorganization of such Multiemployer Plan.

(d) Promptly after the filing thereof, a true, correct,
and complete copy of each material report and registration statement
filed with the Securities and Exchange Commission, including, without
limitation, 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.

(e) Promptly upon request therefor by Administrative
Agent or Lenders holding, in the aggregate, at least 25% of the sum of
the Facility A Commitment and the Facility B Principal Debt (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 B Agreement, as reasonably requested.

7.4 Inspections. On and after the occurrence of any Potential
Default or Default, 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, employees, other
representatives, and independent accountants, from time to time, during
reasonable business hours, as often as may be desired, and all at the expense
of Borrower.

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.

7.8 Insurance. Each Consolidated Company shall, at its cost and
expense, maintain insurance with

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financially sound and reputable insurers, in such amounts, and covering such
risks, as shall be ordinary and customary for similar companies in the
industry, except where the failure to so maintain would not be a Material
Adverse Event.

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.

7.11 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, except where the failure to so comply or correct would not
be a Material Adverse Event; (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, except where the
failure to do so would not be a Material Adverse Event; 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;

(b) Existing Debt;

(d) Debt incurred by any Restricted Company under any
Financial Hedge with any Lender or an Affiliate of any Lender;

(e) Debt between Restricted Companies, so long as any
such inter-company Debt owed by Borrower to any other Restricted
Company is unsecured; or Debt of any Restricted Company to the
Receivables Subsidiary; and

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with this SECTION 7.12(F) does not exceed 10% of the book value of the
consolidated assets of the Restricted Companies determined as of the
date of, and with respect to, the Current Financials and the related
Compliance Certificate.

Notwithstanding anything in this SECTION 7.12 to the contrary, the aggregate
principal amount of all Debt of the Restricted Subsidiaries may not exceed, on
any date of determination, the sum of (i) 10% of the book value of the
consolidated assets of the Restricted Companies, determined as of the date of
the most-recently delivered consolidated Financial Statements of Borrower and
the related Compliance Certificate, plus (ii) the principal amount of all
Existing Debt of MCI and its Subsidiaries on and after the MCI Merger Date.

7.13 Liens. No Restricted Company will, directly or indirectly,
create, incur, or suffer or permit to be created or incurred or to exist any
Lien upon any of its assets, except:

(a) Liens securing Debt permitted to be incurred or
outstanding under SECTION 7.12(B) and SECTION 7.12(F), so long as (i)
with respect to Liens securing Existing Debt, such Liens are limited
to the assets securing such Existing Debt on the Closing Date (in the
case of Existing Debt described in PART A of SCHEDULE 7.12) or on the
MCI Merger Date (in the case of Existing Debt described in PART B of
SCHEDULE 7.12), (ii) no Default or Potential Default exists on the
date any such Lien is granted or created, (iii) the aggregate amount
of all Debt secured by such Liens does not exceed the aggregate amount
of secured Debt permitted by SECTIONS 7.12(B) and 7.12(F)(II); and
(iv) the aggregate amount of Debt of Restricted Subsidiaries secured
by such Liens does not exceed the amount of Restricted Subsidiary Debt
permitted under SECTION 7.12;

(b) 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 under
SECTION 7.19(D);

(c) 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;

(d) 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;

(e) If no Lien has been agreed to or filed in any
jurisdiction, (i) claims and Liens for Taxes not yet due and payable,
(ii) mechanic's Liens and materialmen's Liens for services or
materials and similar Liens incident to construction and maintenance
of real property, in each case for which payment is not yet due and
payable, (iii) landlord Liens for rental not yet due and payable, and
(iv) Liens of warehousemen and carriers and similar Liens securing
obligations that are not yet due and payable;

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(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;

(g) Liens on the Receivables Program Assets created
pursuant to any Receivables Documents evidencing Accounts Receivable
Financing permitted by SECTION 7.19(D); and

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

7.14 Transactions with Affiliates. Except for those transactions
listed on SCHEDULE 7.14, no Restricted Company shall enter into any material
transaction with any of its Affiliates (excluding transactions among or between
Restricted Companies), other than (i) 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 (ii)
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 7.19(D); provided, that, for the
purposes hereof, determinations of materiality shall be made in the good faith
judgment of Borrower with respect to the Restricted Companies taken as a whole.

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 B Lenders.

7.16 Assignment. Without the express written consent of all
Lenders, Borrower shall not assign or transfer any of its Rights, duties, or
obligations under any of the Loan Papers.

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Receivable Financing Amount payable from the Receivables Program Assets to the
purchasers under all such Accounts Receivable Financings does not exceed
$2,000,000,000 on any date of determination; (e) asset sales between Restricted
Companies; and (f) if no Default or Potential Default then exists or arises as
a result thereof, additional sales or disposition of other assets, if after
giving effect to such sales or disposition, the aggregate book value of assets
sold on and after the Closing Date does not exceed 20% of the book value of the
consolidated assets of the Restricted Companies determined as of the date of,
and with respect to, the Current Financials and the related Compliance
Certificate.

7.21 Designation of Unrestricted Companies. So long as no Default
or Potential Default exists or arises as a result thereof, Borrower may from
time to time designate a Subsidiary as an Unrestricted Subsidiary, or designate
an Unrestricted Subsidiary as a Restricted Subsidiary; provided that, Borrower
shall (a) provide Administrative Agent written notification of such
designation, and (b) deliver to Administrative Agent a Compliance Certificate
demonstrating pro-forma compliance with SECTIONS 7.12 and 7.22 immediately
prior to and after giving effect to such designation.

7.24 Repayment of Certain Existing Debt. On or before the
thirtieth (30th) day following the Closing Date, Borrower shall repay in full
and cancel its commitment under the WorldCom/Brooks Fiber Loan. On the MCI
Merger Date, Borrower shall cause all Debt under the MCI Revolving Facility to
be repaid in full and the commitment thereunder cancelled. On the date of the
Debt repayment and commitment reduction required in this SECTION 7.24 in
connection with the WorldCom/Brooks Fiber Loan, Borrower shall provide
Administrative Agent with written confirmation and evidence that all such Debt
repayments and commitment terminations have been effected in accordance with
the requirements of this SECTION 7.24. Within five (5) Business Days after the
MCI Merger Date, Borrower shall provide Administrative Agent with written
confirmation that all such Debt repayments and commitment terminations have
been effected in connection with the MCI Revolving Facility.

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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 (a) Borrower
to pay (i) Principal Debt within three days after the same becomes due in
accordance with the Loan Papers; (ii) 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; or (iii) the indemnifications and
reimbursements provided for in SECTIONS 3.15, 3.19, and 3.20 within ten days
after demand therefor as required by such Sections; or (b) any 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
3.15, 3.19, and 3.20) 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, 7.12, 7.13 (other than by reason of attachment or involuntary
Lien), 7.16, 7.17, 7.19 through 7.21, and 7.24; (b) any covenant, agreement, or
condition contained in SECTION 7.13 (if by reason of an attachment or
involuntary Lien), 7.18, 7.22, and 7.23, which failure or refusal continues for
15 days; or (c) any other covenant, agreement, or condition contained in any
Loan Paper (other than the covenants to pay the Obligation set forth in SECTION
8.1 and the covenants in CLAUSES (A) and (B) hereof), which failure or refusal
continues for 30 days.

8.3 Debtor Relief. Borrower or any Material 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 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 one or
more judgments or orders for the payment of money (not paid or fully covered by
insurance) in excess of $100,000,000 (individually or collectively) or the
equivalent thereof in another currency or currencies, 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 the equivalent thereof in another currency or currencies, which is not
either (a) stayed on appeals; (b) being diligently contested in good faith by
appropriate proceedings with adequate reserves having been set aside on the
books of such Restricted Company in accordance with GAAP, or (c) dismissed by a
court of competent jurisdiction.

8.5 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.

8.6 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

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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.

8.7 Default Under Other Agreements. (a) 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 $100,000,000 (or
the equivalent thereof in another currency or currencies) to become due and
payable by any Restricted Company (whether by acceleration or by its terms); or
(b) 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 (B), 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.

8.8 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 $100,000,000
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 $100,000,000; 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 $100,000,000; 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 $100,000,000.

8.9 Default Under 364-Day Facility. The occurrence and
continuance of a "Default" under the 364-Day Facility C Revolving Credit and
Term Loan Agreement of even date herewith among Borrower, NationsBank, N.A., or
Administrative Agent thereunder, and other financial institutions party thereto
(as the same may be amended, modified, restated, or supplemented from time to
time).

8.10 Validity and Enforceability of Loan Papers. Any Loan Paper
shall, at any time after its

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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.

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 B shall automatically become due and payable without any
action or notice of any kind whatsoever.

(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 B
has not already been accelerated under SECTION 9.1(A), declare the
entire unpaid balance of the Obligation under Facility B, or any part
thereof, immediately due and payable, whereupon it shall be due and
payable; (ii) terminate the commitments of Lenders to extend credit
hereunder; (iii) reduce any claim to judgment; (iv) to the extent
permitted by Law, exercise (or request each 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).

9.3 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 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 B Lenders may
perform any of their duties or exercise any of their Rights under the Loan
Papers by or through their respective Representatives.

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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 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 Administrative Agent and Facility B 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 Facility B 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 Facility B 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.

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 or any other Facility B 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

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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 B Lenders, and
Administrative Agent incurred by Administrative Agent, or any Facility B 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.

9.12 INDEMNIFICATION. BORROWER, FOR ITSELF AND ON BEHALF OF THE
OTHER RESTRICTED COMPANIES, INDEMNIFIES, PROTECTS, AND HOLDS ADMINISTRATIVE
AGENT, EACH OTHER FACILITY B 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); OR (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; (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 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

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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 (including any Facility B
Lender in its capacity as an issuer of a Financial Hedge) hereby
appoints NationsBank (and NationsBank 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 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

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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 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 B Loan Papers. Without limiting the Rights of
Facility B Lenders specifically set forth in the Facility B Loan
Papers, Administrative Agent and its Affiliates shall not be
responsible to account to Facility B Lenders for such other
activities, and no Facility B 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 B 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 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.

(e) Each Facility B Lender acknowledges that, and
consents to, NationsBank's also serving as the Facility A
Administrative Agent and the "Administrative Agent" under the 364-Day
Facility.

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.

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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 11.13, 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.

10.5 Limitation of Liability.

(a) None of the Facility B Agents 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 as found in a final, non-appealable
judgment by a court of competent jurisdiction; and none of the
Facility B Agents 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, no Facility B 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 any Facility B
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, such Facility B 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 any Facility B 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 any Facility
B Agent as a result of such Agent's acting or refraining from acting
hereunder in accordance with the instructions of Determining Lenders.

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Participant for, and each Facility B Lender represents and warrants
that it has not relied upon Facility B Agents 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 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 B Lender agrees to indemnify each Facility B 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 any Facility B Agent and its
respective Representatives are not reimbursed for such amounts by any
Restricted Company (provided that, no Facility B Agent and its
respective Representatives shall have the right to be indemnified
hereunder for its or their own fraud, gross negligence, or willful
misconduct as found in a final, non-appealable judgment by a court of
competent jurisdiction).

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 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)
no Facility B Agent (acting in its respective agent capacities) shall incur any
liability to any other Lender, Facility B Agent, or Participant, except for
acts or omissions resulting from its own fraud, gross negligence or wilful
misconduct as found in a final, non- appealable judgment by a court of
competent jurisdiction, and (b) no Facility B Agent, nor any 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 Facility B Agents and Facility B
Lenders or among Lenders.

10.9 Benefits of Agreement. Except for the representations and
covenants in SECTION 10.1(C) 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 and Facility B Agents; 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 or Facility B Agent to comply with such provisions.

10.10 Agents. None of the Facility B Lenders identified in this
Facility B Agreement as a "Co-Syndication 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
a "Co-Syndication Agent" shall have or be deemed to have

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

43
<PAGE> 49
any fiduciary relationship with any Facility B 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 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 other Facility B Agent and each Facility B Lender 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 FACILITY B LOAN PAPERS HAVE BEEN ENTERED
INTO PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND
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 B LOAN PAPERS AND THE VALIDITY, CONSTRUCTION,
ENFORCEMENT, AND INTERPRETATION OF THE FACILITY B LOAN PAPERS.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

44
<PAGE> 50
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, FACILITY B 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
FACILITY B LENDER, ADMINISTRATIVE AGENT, AND/OR FACILITY A ADMINISTRATIVE AGENT
(TOGETHER WITH ALL FEE LETTERS AS THEY RELATE TO THE PAYMENT OF FEES AFTER THE
CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN THE RESTRICTED COMPANIES,
FACILITY B LENDERS, ADMINISTRATIVE AGENT, AND/OR 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 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.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

45
<PAGE> 51
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 Loan Papers (other than Financial Hedges)
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," "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 B Lenders
hereunder. No amendment or waiver with respect to the definition of
"TERM LOAN MATURITY DATE" may be made without the consent of all
Facility B Lenders.

(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 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.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

46
<PAGE> 52
11.13 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) assignments by Borrower are
subject to the restrictions of SECTION 7.16, 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 (when aggregated with the amounts of any
concurrent assignments under Facility A and/or the 364-Day
Facility by the assigning Lender to the same assignee) shall
be in an amount at least equal to $10,000,000, but in no event
shall an assigned interest in any of Facility A, Facility B,
or the 364-Day Facility be less than $1,000,000 (except in the
case of an assignment of all of such Facility B Lender's
interest in any such facility);

(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);
and

(iv) 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 3.20(D).

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

47
<PAGE> 53
such Facility B Lenders, 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 11.13, SCHEDULE 2.1 shall automatically be deemed amended (to
the extent required) by Administrative Agent to reflect the name,
address, and respective Pro Rata Part of the Facility B Principal Debt
of the assignor and assignee.

(d) Upon its receipt of an Assignment and Acceptance
Agreement executed by the parties thereto, together with any Term
Notes subject to such assignment (to the extent the Facility B
Principal Debt owed to the assigning Facility B Lender is evidenced by
any Term 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) Each Facility B Lender may sell participations to one
or more Persons (each a "PARTICIPANT") in all or a portion of its
Rights, obligations, or Rights and obligations under this Facility B
Agreement and related Facility B Loan Papers (including all or a
portion of Borrowings advanced under Facility B); provided, however,
that (i) such Facility B Lender's obligations under this Facility B
Agreement shall remain unchanged; (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such
obligations; (iii) the Participant shall be entitled to the benefit of
the yield protection provisions contained in SECTIONS 3.15, 3.19, and
3.20 (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
such Sections as though no participations have been made) and the
right of set-off contained in SECTION 3.13; (iv) Borrower shall
continue to deal solely and directly with such Facility B Lender in
connection with such Facility B Lender's Rights and obligations under
this Facility B Agreement and the other Facility B Loan Papers and
such Facility B Lender shall retain the sole Right to enforce the
obligations of Borrower relating to Borrowings under Facility B and
its Term Note (to the extent the Facility B Principal Debt owed to
such Facility B Lender is evidenced by a Term Note) and to approve any
amendment, modification, or waiver of any provision of this Agreement
(other than amendments, modifications, or waivers decreasing the
amount of principal of or the rate at which interest is payable on the
Facility B Principal Debt, extending any scheduled principal payment
date or date fixed for the payment of interest on the Facility B
Principal Debt; and (v) 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. 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, unless the consent of the transferring
Facility B 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 Term Note (to the
extent the Facility B Principal Debt owed to such Facility B Lender is
evidenced by a Term Note) 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.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

48
<PAGE> 54
(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 11.15
hereof.

11.14 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 Facility A
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 Facility A Lender, if any, unless such Facility A
Lender shall otherwise consent), except that SECTIONS 3.15, 3.19, 3.20, 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 Term Note, any promissory note issued pursuant
to Facility A, 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.

11.15 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 other Facility
B 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, Facility B Agent, 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 11.15, 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 11.15, (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 B 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 11.15 (or of any agreement or obligation to be bound by this
SECTION 11.15) by any Lender Party, any affiliate of any Lender Party, any
prospective assignee or Participant, or their respective attorneys.

11.16 Restatement of Existing Agreement. The parties hereto agree
that, on the Closing Date, after all conditions precedent set forth in SECTION
5 have been satisfied or waived: (a) the Obligation (as defined herein)
represents, among other things, the amendment, extension, consolidation, and
modification of the "Obligation" (as defined in the Existing Agreement); (b)
this Facility B Agreement is intended to, and does hereby, restate,
consolidate, renew, extend, amend, modify, supersede, and replace the Existing
Agreement in its entirety; (c) the Term Notes, if any, executed pursuant to
this Facility B Agreement amend, renew, extend, modify, replace, substitute for
and supersede in their entirety (but do not extinguish, the Debt arising under)
the promissory notes issued pursuant to the Existing Agreement, if any, which
existing promissory notes shall be returned to

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

49
<PAGE> 55
Administrative Agent promptly after the Closing Date, marked "cancelled and
replaced," and thereafter delivered by Administrative Agent to Borrower; and
(d) the entering into and performance of their respective obligations under
this Facility B Agreement and the transactions evidenced hereby do not
constitute a novation.

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.]

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

50
<PAGE> 56

SCHEDULE 2.1

FACILITY B LENDERS AND PRINCIPAL DEBT

<TABLE>
<CAPTION>
===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
===================================================================================================================================
<S> <C> <C>
NationsBank, N.A., successor in interest by merger to $53,112,500.00 4.249000000000000%
NationsBank of Texas, N.A.
Communications Finance Division
Attn: David C. Williams
901 Main Street, 64th Floor
Dallas, TX 75202
- -----------------------------------------------------------------------------------------------------------------------------------
ABN AMRO Bank, N.V. $12,500,000.00 1.000000000000000%
Attn: Jerry Snider
One Ravinia Dr.
Suite 1200
Atlanta, GA 30346
- -----------------------------------------------------------------------------------------------------------------------------------
AmSouth Bank $6,250,000.00 0.500000000000000%
Attn: Tracy Sheehy
1900 5th Avenue North
Birmingham, AL 35288
The Asahi Bank, Ltd. $6,250,000.00 0.500000000000000%
Attn: Marvin M. Lazar
Officer
One World Trade Center, Suite 6011
New York, NY 10048
- -----------------------------------------------------------------------------------------------------------------------------------
Banco Espirito Santo $2,500,000.00 0.200000000000000%
E Comercial de Lisboa, Nassau Branch
Attn: Cristina N. Ferreira
Vice President
320 Park Avenue, 29th Floor
New York, NY 10022
- -----------------------------------------------------------------------------------------------------------------------------------
Bank Hapoalim B.M. $6,250,000.00 0.500000000000000%
Attn: Ellen Frank
Vice President
1515 Market Street, Suite 200
Philadelphia PA 19102
- -----------------------------------------------------------------------------------------------------------------------------------
Bank of America National Trust and Savings Association $38,375,000.00 3.070000000000000%
Attn: Fred Thorne, Vice President
555 California Street, 41st Floor (SFCP #9048)
San Francisco, CA 94104
Bank of Montreal $38,375,000.00 3.070000000000000%
Attn: Ola Anderssen
Director, Communications/Media
430 Park Avenue
New York, NY 10022
- -----------------------------------------------------------------------------------------------------------------------------------
The Bank of New York $38,375,000.00 3.070000000000000%
Attn: Vincent L. Pacilio, Sr. Vice President
One Wall Street, 16th Floor
New York, NY 10286
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

FACILITY B - SCHEDULE 2.1
<PAGE> 57
<TABLE>
<CAPTION>
===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
===================================================================================================================================
<S> <C> <C>
The Bank of Nova Scotia $42,125,000.00 3.370000000000000%
Attn: Paul Gonin, Relationship Manager
Houston Representative Office
1100 Louisiana St., Suite 3000
Houston, TX 77002
- -----------------------------------------------------------------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi Trust Company $38,375,000.00 3.070000000000000%
Attn: Emile ElNems, Vice President
1251 Avenue of the Americas, 12th Floor
New York, NY 10020-1104
- -----------------------------------------------------------------------------------------------------------------------------------
Banque Nationale de Paris $27,375,000.00 2.190000000000000%
Attn: Nuala Marley
499 Park Ave, 2nd Floor
New York, NY 10022
- -----------------------------------------------------------------------------------------------------------------------------------
Barclays Bank PLC $38,375,000.00 3.070000000000000%
Attn: J.K. Downey, Director
388 Market Street, Suite 1700
San Francisco, CA 94111
Bayerische Landesbank Girozentrale, Cayman Islands Branch $18,750,000.00 1.500000000000000%
Attn: Jim Boyle, Account Manager
560 Lexington Ave., 17th Floor
New York, NY 10022
- -----------------------------------------------------------------------------------------------------------------------------------
BW Bank Ireland plc $2,500,000.00 0.200000000000000%
Attn: Sinead O'Hara, Manager Corporate Banking
2, Harbour Master Place
IFSC
Dublin 1
Republic of Ireland
- -----------------------------------------------------------------------------------------------------------------------------------
Caisse Nationale de Credit Agricole $6,250,000.00 0.500000000000000%
Attn: Kenneth C. Coulter
600 Travis Street, Suite 2340
Houston, TX 77002
Canadian Imperial Bank of Commerce $25,875,000.00 2.070000000000000%
Attn: Erik Piecuch
c/o CIBC Oppenheimer
425 Lexington Avenue
New York, NY 10017
- -----------------------------------------------------------------------------------------------------------------------------------
The Chase Manhattan Bank $38,375,000.00 3.070000000000000%
Attn: John J. Huber
Managing Director, Global Media and Telecommunications Group
270 Park Avenue, 37th Floor
New York, NY 10017
- -----------------------------------------------------------------------------------------------------------------------------------
Citibank, N.A. $38,375,000.00 3.070000000000000%
Attn: Eric Huttner, Vice President
c/o Citicorp Securities, Inc.
399 Park Avenue, 8th Floor (Zone 5)
New York, NY 10043
- -----------------------------------------------------------------------------------------------------------------------------------
Compagnie Financiere de CIC et de l'Union Europeene $12,500,000.00 1.000000000000000%
Attn: Marcus Edward, Vice President
520 Madison Ave. 37th Floor
New York, NY 10022
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2
FACILITY B - SCHEDULE 2.1
<PAGE> 58
<TABLE>
<CAPTION>
===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
===================================================================================================================================
<S> <C> <C>
Credit Lyonnais New York Branch $38,375,000.00 3.070000000000000%
Attn: John Judge, Vice President
1301 Avenue of the Americas
New York, NY 10019
- -----------------------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston $25,000,000.00 2.000000000000000%
Attn: Todd Morgan, Director
11 Madison Avenue, 20th Floor
New York, NY 10010
- -----------------------------------------------------------------------------------------------------------------------------------
Crestar Bank $7,812,500.00 0.625000000000000%
Attn: J. Eric Millham, Vice President
919 East Main St., 22nd Floor
Richmond, VA 23219
- -----------------------------------------------------------------------------------------------------------------------------------
The Dai-Ichi Kangyo Bank, Limited $18,750,000.00 1.500000000000000%
Attn: Guenter Kittel, Vice President
Account Officer
Marquis Two Tower, Suite 2400
285 Peachtree Center Ave, N.E.
Atlanta, GA 30303
- -----------------------------------------------------------------------------------------------------------------------------------
DG BANK $6,250,000.00 0.500000000000000%
Deutsche Genossenschaftsbank Cayman Island Branch
Attn: Jim Yeager
303 Peachtree Street, N.E.
Atlanta, GA 30308
- -----------------------------------------------------------------------------------------------------------------------------------
Dresdner Bank AG, New York and Grand Cayman Branch $12,500,000.00 1.000000000000000%
Attn: Constance Loosemore
75 Wall Street
New York, NY 10005
- -----------------------------------------------------------------------------------------------------------------------------------
The First National Bank of Chicago $31,125,000.00 2.490000000000000%
Attn: Ronna Bury-Prince, Vice President
One First National Plaza, Suite 0629
Chicago, IL 60670
- -----------------------------------------------------------------------------------------------------------------------------------
First Union National Bank, individually and as successor in $62,125,000.00 4.970000000000000%
interest to Signet Bank and Corestates Bank N.A.
Attn: Mark Cook, Senior Vice President
301 South College Street, DC5
Charlotte, NC 28288-0735
- -----------------------------------------------------------------------------------------------------------------------------------
Fleet National Bank $38,375,000.00 3.070000000000000%
Attn: Sue Anderson
Vice President
1 Federal St. MA/OF/DO3D
Boston, MA 02109
- -----------------------------------------------------------------------------------------------------------------------------------
Fuji Bank, Limited $7,500,000.00 0.600000000000000%
Attn: Clarence Mahovlich, Vice President
Vice President
Marquis One Tower, Suite 2100
245 Peachtree Center Ave., N.E.
Atlanta, GA 30303-1208
- -----------------------------------------------------------------------------------------------------------------------------------
Gulf International Bank B.S.C. $6,250,000.00 0.500000000000000%
Attn: Mireille Khalidi, Assistant Vice President
380 Madison Ave.- 21st Floor
New York, NY 10017
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3
FACILITY B - SCHEDULE 2.1
<PAGE> 59
<TABLE>
<CAPTION>
===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
The Industrial Bank of Japan, Limited, Atlanta Agency $38,375,000.00 3.070000000000000%
Attn: James Masters
Vice President
One Ninety One Peachtree Tower, Suite 3600
191 Peachtree Street, N.E.
Atlanta, GA 30303-1757
- -----------------------------------------------------------------------------------------------------------------------------------
KBC Bank, N.V. $6,250,000.00 0.500000000000000%
Attn: Christine Park, Vice President
125 West 55th St
New York, NY 10019
- -----------------------------------------------------------------------------------------------------------------------------------
The Long-Term Credit Bank of Japan, Limited, New York Branch $29,875,000.00 2.390000000000000%
Attn: Robert Nelson, Vice President
Texas Commerce Tower
2200 Ross Avenue, Suite 4700 West
Dallas, TX 75201
- -----------------------------------------------------------------------------------------------------------------------------------
Mellon Bank, N.A. $25,000,000.00 2.000000000000000%
Attn: Henry Beukema, Vice President
One Mellon Bank Center, Room 4440
500 Grant St.
Pittsburgh, PA 15258
- -----------------------------------------------------------------------------------------------------------------------------------
Mercantile Bank National Association $6,250,000.00 0.500000000000000%
Attn: Michael Homeyer
7th & Washington, 12th Floor
St. Louis, MO 63101
- -----------------------------------------------------------------------------------------------------------------------------------
Merita Bank Plc $6,250,000.00 0.500000000000000%
Attn: Andrew J. Bagusa, Assistant Vice President
437 Madison Ave., 21st Floor
New York, NY 10022
- -----------------------------------------------------------------------------------------------------------------------------------
The Mitsubishi Trust and Banking Corporation, Chicago Branch $10,000,000.00 0.800000000000000%
Attn: Vicki L. Kamm
Assistant Vice President
311 S. Wacker Dr., Suite 6300
Chicago, IL 60606
- -----------------------------------------------------------------------------------------------------------------------------------
Morgan Guaranty Trust Company of New York $50,875,000.00 4.070000000000000%
Attn: George Stapleton
Vice President
60 Wall Street, 3rd Floor
New York, NY 10260-0060
- -----------------------------------------------------------------------------------------------------------------------------------
NATEXIS Banque BFCE $7,500,000.00 0.600000000000000%
Attn: Mark Harrington
Vice President
333 Clay Street, Suite 4340
Houston, TX 77002
- -----------------------------------------------------------------------------------------------------------------------------------
National Bank of Kuwait, S.A.K., Grand Cayman Island Branch $8,325,000.00 0.666000000000000%
Attn: Vineeta Salvi
Senior Credit Analyst
299 Park Ave.
New York, NY 10171
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4
FACILITY B - SCHEDULE 2.1
<PAGE> 60
<TABLE>
<CAPTION>
===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
===================================================================================================================================
<S> <C> <C>
Norddeutsche Landesbank Girozentrale, New York Branch and/or $6,250,000.00 0.500000000000000%
Cayman Islands Branch
Attn: Stephanie Finnen, Vice President
1270 Avenue of the Americas, 14th Floor
New York, NY 10020
- -----------------------------------------------------------------------------------------------------------------------------------
Paribas, Los Angeles Agency $24,875,000.00 1.990000000000000%
Attn: Darlynn Ernst Kitcher, Assistant Vice President
2029 Century Park East, Suite 3900
Los Angeles, CA 90067
- -----------------------------------------------------------------------------------------------------------------------------------
PNC Bank, National Association $12,500,000.00 1.000000000000000%
Attn: Daniel Hopkins, Communications Director
Communications Division MS F2-F070-21-1
1600 Market Street, 21st Floor
Philadelphia, PA 19103
- -----------------------------------------------------------------------------------------------------------------------------------
Royal Bank of Canada $53,375,000.00 4.270000000000000%
Attn: Tom Byrne, Senior Manager
One Liberty Plaza
New York, NY 10006
- -----------------------------------------------------------------------------------------------------------------------------------
The Royal Bank of Scotland plc $10,000,000.00 0.800000000000000%
Attn: Karen Stefanic, Vice President
Wall Street Plaza, 26th Floor
88 Pine Street
New York, NY 10005
- -----------------------------------------------------------------------------------------------------------------------------------
The Sakura Bank, Limited $18,750,000.00 1.500000000000000%
Attn: Shelley Yu/Takehiro Matsumoto
Vice President and Manager
277 Park Ave, 45th Floor
New York, NY 10172-0098
- -----------------------------------------------------------------------------------------------------------------------------------
The Sanwa Bank, Limited $12,500,000.00 1.000000000000000%
Attn: John T. Feeney, Vice President
55 E. 52nd Street
New York, NY 10055
- -----------------------------------------------------------------------------------------------------------------------------------
Societe Generale $12,500,000.00 1.000000000000000%
Attn: John Sadik-Khan
Vice President
1221 Avenue of Americas
New York, NY 10020
- -----------------------------------------------------------------------------------------------------------------------------------
The Sumitomo Bank, Limited $12,500,000.00 1.0000000000%
Attn: William S. Rogers
Assistant Vice President
700 Louisiana, Suite 1750
Houston, TX 77002
- -----------------------------------------------------------------------------------------------------------------------------------
Sumitomo Bank of California $3,750,000.00 0.3000000000%
Attn: Shuji Ito
Vice President
320 California Street, 6th Floor
San Francisco, CA 94104
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

5
FACILITY B - SCHEDULE 2.1
<PAGE> 61
<TABLE>
<CAPTION>
===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
===================================================================================================================================
<S> <C> <C>
The Sumitomo Trust & Banking Corp., Ltd., New York Branch $8,750,000.00 0.700000000000000%
Attn: Glenda B. Francis
Assistant Vice President
527 Madison Ave., 6th Floor - Corporate Finance
New York, NY 10022
- -----------------------------------------------------------------------------------------------------------------------------------
Summit Bank $6,250,000.00 0.500000000000000%
Attn: Robert D. Mace, Asst. Vice President
Three Valley Square
512 Township Line Road, Suite 280
Blue Bell, PA 19422-2718
- -----------------------------------------------------------------------------------------------------------------------------------
SunTrust Bank, South Florida, N.A. $8,750,000.00 0.700000000000000%
Attn: Steve Apodaca
515 E. Las Olas Boulevard, 7th Floor
Ft. Lauderdale, FL 33301
- -----------------------------------------------------------------------------------------------------------------------------------
The Tokai Bank, Ltd., Atlanta Agency $12,500,000.00 1.000000000000000%
Attn: Chris Mallet
Assistant Vice President
Marquis Two Tower, Suite 2802
285 Peachtree Center Ave, NE
Atlanta, GA 30303
- -----------------------------------------------------------------------------------------------------------------------------------
Toronto Dominion (Texas), Inc. $25,875,000.00 2.070000000000000%
Attn: Randy Bingham, Manager, Investment
Banking/Communications
31 West 52nd Street
New York, NY 10019
- -----------------------------------------------------------------------------------------------------------------------------------
The Toyo Trust & Banking Co., Ltd., New York Branch $8,750,000.00 0.700000000000000%
Attn: Howard Tulley Mott
Vice President
666 Fifth Ave., 33rd Floor
New York, NY 10103
- -----------------------------------------------------------------------------------------------------------------------------------
UBS AG New York Branch, successor in interest to Union Bank $31,125,000.00 2.490000000000000%
of Switzerland, New York Branch
Attn: Robert H. Riley III, Executive Director
299 Park Ave, 35th Floor
New York, NY 10171
- -----------------------------------------------------------------------------------------------------------------------------------
Wachovia Bank, N.A. $41,125,000.00 3.290000000000000%
Attn: Karin E. Reel, Vice President
191 Peachtree St., N.E., 29th Floor
Atlanta, GA 30303
- -----------------------------------------------------------------------------------------------------------------------------------
Westdeutsche Landesbank Girozentrale, New York Branch $6,250,000.00 0.500000000000000%
Attn: Walter T. Duffy III
1211 Avenue of the Americas
New York, NY 10036
- -----------------------------------------------------------------------------------------------------------------------------------
Totals $1,250,000,000.00 100.00%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

6
FACILITY B - SCHEDULE 2.1
<PAGE> 62
SCHEDULE 5

CONDITIONS PRECEDENT TO CLOSING

(as used herein, the term "CURRENT DATE" means any
date not more than 60 days prior to the Closing Date)

The Facility B Agreement shall not become effective unless Administrative Agent
has received all of the following (unless otherwise indicated, all documents
shall be dated as of August 6, 1998, and all terms used with their initial
letters capitalized are used herein with their meanings as defined in the
Facility B Agreement):

1. The Agreement. The Facility B Agreement (together with all Schedules and
Exhibits thereto) executed by Borrower, each Determing Lender under the
Existing Agreement, and Administrative Agent.

2. Notes. With respect to any Facility B Lender requesting Notes pursuant to
SECTION 3.1(B), a Term Note in the form of EXHIBIT A, one payable to each
such requesting Facility B Lender.

3. Articles of Incorporation. A copy of the Second Amended and Restated
Articles of Incorporation of Borrower, accompanied by a certificate that
such copy is correct and complete dated as of the Closing Date, executed by
the President or a Vice President and the Secretary or Assistant Secretary
of Borrower.

4. Bylaws. A copy of the Bylaws of Borrower and all amendments thereto,
accompanied by a certificate that such copy is correct and complete, dated
the Closing Date and executed by the President or Vice President and the
Secretary or Assistant Secretary of Borrower.

5. Good Standing and Authority. Certificates of the Georgia Secretary of
State, dated a Current Date, to the effect that Borrower is in good
standing (to the extent such information is available) and is duly
qualified to transact business in such jurisdiction.

6. Incumbency. Certificates of incumbency dated as of the Closing Date with
respect to all officers and "authorized representatives" of Borrower who
will be authorized to execute or attest any of the Facility B Loan Papers
on behalf of Borrower, executed by the President, a Vice President, the
Secretary or an Assistant Secretary of Borrower.

7. Resolutions. Copies of resolutions duly adopted by the Board of Directors
of Borrower approving this Facility B Agreement and the other Loan Papers
and authorizing the transactions contemplated in such Facility B Loan
Papers, accompanied by a certificate of the Secretary or an Assistant
Secretary of Borrower dated as of the Closing Date certifying that such
copy is a true and correct copy of resolutions duly adopted at a meeting of
(which may be held by conference telephone or similar communications
equipment by means of which all Persons participating in a meeting can hear
each other if permitted by applicable Law and, if required by such Law, by
its Bylaws), or by the unanimous written consent of (if permitted by
applicable Law and, if required by such Law, by its Bylaws), the Board of
Directors of Borrower, and that such resolutions constitute all the
resolutions adopted with respect to such transactions, have not been
amended, modified, or revoked in any respect (except as any such resolution
may be modified by any such other resolution), and are in full force and
effect as of the Closing Date.

8. Opinions of Counsel to the Companies. The opinions of counsel to the
Companies, addressed to Administrative Agent and Facility B Lenders,
substantially in the form of EXHIBIT F-1 and the opinion of New York
counsel to the Restricted Companies, substantially in the form of EXHIBIT
F-2.

FACILITY B - SCHEDULE 5
<PAGE> 63
9. Payment of Closing Fees and Expenses. Payment of all fees payable on or
prior to the Closing Date to Administrative Agent as provided for in
SECTION 4 of the Facility B Agreement, together with reimbursements to
Administrative Agent for all reasonable fees and expenses incurred in
connection with the negotiation, preparation, and closing of the
transactions evidenced by the Facility B Loan Papers (including, without
limitation, attorneys' fees and expenses).

10. Current Financials. True and correct copies of the Current Financials have
been delivered to Administrative Agent.

11. Facility A. Evidence that all Facility A Loan Papers have been executed and
delivered, and that the amendment and restatement of Facility A has been
effected upon approval of "Determining Lenders" thereunder.

12. Other Documents. Such other agreements, documents, instruments, opinions,
certificates, and evidences as Administrative Agent may reasonably request.
Administrative Agent shall, upon request of Borrower, confirm to Borrower
that it has received all such items so requested.

2
FACILITY B - SCHEDULE 5
<PAGE> 64
SCHEDULE 7.12 PART B: I
EXISTING DEBT

Indenture - Dated 10/15/1998

<TABLE>
<CAPTION>
INDEBTEDNESS INCURRED BY USE OF PROCEEDS MATURITY DATE BALANCED OWED
AS OF 06/30/1998
<S> <C> <C> <C> <C>
MCI Communications General 03/16/99 200,000,000
03/23/99 300,000,000
01/20/00 200,000,000
03/02/00 30,000,000
03/03/00 5,000,000
08/20/04 400,000,000
01/20/23 200,000,000
03/15/24 240,000,000
03/23/25 450,000,000
SubTotal 2,025,000,000
Indenture - Dated 02/17/95
MCI Communications General 08/15/06 300,000,000
04/15/10 500,000,000
04/15/12 700,000,000
06/15/27 500,000,000
Subtotal 2,000,000,000
Jr. Subordinated Indenture - Dated 05/29/96
MCI Capital I / QUIPS General 06/30/26 750,000,000
Sutotal 750,000,000
Other Debt
MCI Communications ESOP 06/02/99 9,500,000
04/18/99 19,400,000
MCI Telecommunications Cap Lease Various 544,105,000
MCI Telecommunications Software Licenses Various 93,619,000
Subtotal 666,573,000
Grand Total 5,441,573,000

</TABLE>

SCHEDULE 7.12
<PAGE> 65
SCHEDULE 7.14

TRANSACTIONS WITH AFFILIATES

1. WorldCom, Inc. ("WORLDCOM" or "COMPANY") leases approximately 139,700
square feet of space for its East Rutherford, New Jersey headquarters, of
which approximately 31,000 square feet is used by Metromedia Company
("METROMEDIA"). The Metromedia portion of the rent is approximately
$692,000 per year. The entire lease is for a 15-year period, with various
partial termination options. In addition, Metromedia guaranteed all of
WorldCom's obligations under the lease for the East Rutherford, New Jersey
headquarters. WorldCom also subleased or leased from certain of its
affiliates certain additional office space in Secaucus, New Jersey; New
York, New York; and Columbia, Maryland. The Company is currently evaluating
these properties and leases to determine what action it will take
thereunder.

2. Pursuant to the terms of separate leases of microwave transmission
facilities, the Company as successor to Metromedia Communications
Corporation ("MCC") is obligated to make the following estimated minimum
payments to Metromedia over the remaining terms of the leases, one of which
expires in 1997 and the others expire in 2001: $18,353,000 (1996),
$11,367,000 (1997), and $14,547,000 (in the aggregate for the years from
1998 through 2001). In addition, at the end of the term of each of the
leases, the Company may purchase the equipment covered by such lease at a
price to be determined at such date in accordance with the provisions of
each lease.

4. On August 23, 1995, Metromedia converted its Series 1 Preferred Stock into
21,876,976 shares of Common Stock and exercised warrants to acquire
3,106,976 shares of Common Stock and sold its position of 30,849,976 shares
of Common Stock in a public offering. In connection with the preferred
stock conversion, the Company made a non-recurring payment of $15.0 million
to Metromedia, representing a discount to the minimal nominal dividend that
would have been payable on the Series 1 Preferred Stock prior to the
September 15, 1996 optional call date of approximately $26.6 million (which
amount included an annual dividend requirement of $24.5 million plus
accrued dividends to such call date). The Company did not receive any
proceeds from the sale of the shares, but did receive approximately $33.7
million in proceeds from the concurrent exercise of such warrants. In May
1995, Metromedia exercised its right to purchase approximately 3.1 million
shares of Common Stock for $30.7 million under purchase warrants.
Metromedia is a Delaware general partnership, of which the sole partners
are a trust affiliated with Mr. Kluge and Mr. Subotnick. Ms. Kessell and
Messrs. Kluge and Subotnick are officers of Metromedia.

FACILITY B - SCHEDULE 7.14
<PAGE> 66

EXHIBIT A

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,
N.A., as 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 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 Amended and Restated Facility B Term Loan Agreement, dated as of
August 6, 1998 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, the Facility B Lender and other
lenders named therein, and the Facility B 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.

This Term Note is an amendment, restatement, renewal, and modification
(but not a novation) of, the Term Note (as the same may have been amended and
replaced to the date hereof, the "FORMER NOTE"), which Former Note was executed
and delivered by Borrower, and payable to the order of Facility B Lender
pursuant to the Existing Agreement. This Term Note is being issued in
substitution of, and supersedes and replaces, the Former Note.

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

<PAGE> 67
EXHIBIT B

FORM OF NOTICE OF CONVERSION

Date: ______________ __, ____

NATIONSBANK, N.A.,
as Administrative Agent for Facility A and
Administrative Agent for Facility B 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

<TABLE>
<CAPTION>
Facility A Facility B
<S> <C> <C> <C>

(A) Borrowing under Facility A or Facility B? (A) ______________ ________________

(B) Date of conversion or last day of applicable Interest
Period (1) (B) ______________ ________________
(C) Type and principal amount of existing Borrowing being
converted or continued (2) (C) ______________ ________________

(D) New Type of Borrowing selected (or Type of Borrowing
continued) (3) (D) ______________ ________________

(E) For conversion to, or continuation of, a Eurodollar
Rate Borrowing, Interest Period selected and the last
day thereof (4) (E) ______________ ________________

</TABLE>

FACILITY B - EXHIBIT B
<PAGE> 68
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:
---------------------

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

(1) Must be a Business Day at least (i) three Business Days following receipt
by Administrative Agent for Facility A or Administrative Agent for Facility
B (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 Administrative Agent for Facility A or Administrative
Agent for Facility B (as applicable) of this Notice of Conversion for a
conversion from a Eurodollar Rate Borrowing to a Base Rate Borrowing.

(2) Not less than $5,000,000 or an integral multiple of $1,000,000 (if a Base
Rate Borrowing); not less than $10,000,000 or a greater integral multiple
of $1,000,000 (if a Eurodollar Rate Borrowing).

(3) Eurodollar Rate Borrowing or Base Rate Borrowing.

(4) Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months, or, if available to all
Facility A Lenders or Facility B Lenders (as applicable), 9 or 12 months.
In no event may the Interest Period end after the Facility A Termination
Date or Facility B Term Loan Maturity Date, as applicable.

FACILITY B - EXHIBIT B
<PAGE> 69
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>
<S> <C> <C> <C>
CREDIT CONTACT OPERATIONS CONTACT LEGAL COUNSEL
-------------- ------------------ -------------

NAME:
-------------------- ---------------------- ------------------
TITLE:
-------------------- ---------------------- ------------------
ADDRESS:
-------------------- ---------------------- ------------------

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

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

FACILITY B - EXHIBIT C
<PAGE> 70
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

FACILITY B - EXHIBIT C
<PAGE> 71
EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

FOR __________ ENDED ______________, ____

DATE:____________________, __________

ADMINISTRATIVE AGENT: NationsBank, 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
attached to this certificate were prepared in accordance with GAAP, and present
fairly in all material respects the consolidated financial condition and
results of operations of Consolidated 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);

(e) as of the date hereof, to my knowledge, the aggregate secured
Debt (including, without limitation, the amounts outstanding as of the date
hereof under Capital Leases) of the Restricted Companies restricted by SECTION
7.12(F) of each of the Facility A Agreement and Facility B Agreement is
$_____________, which amount is equal to or less

FACILITY B - EXHIBIT D
<PAGE> 72
than $____________________ [(being 10% of the book value of the consolidated
assets of the Restricted Companies as of the end of the Subject Period)]; and

(f) as of the date hereof, to my knowledge, the aggregate Debt of
the Restricted Subsidiaries is $__________ _______ [which amount does not
exceed $ ____________________ (being (i) 10% of the book value of the
consolidated assets of the Restricted Companies as of the end of the Subject
Period)] plus (ii) the principal amount of all Existing Debt of MCI and its
Subsidiaries on and after the MCI Merger Date.

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

FACILITY B - EXHIBIT D
<PAGE> 73
ANNEX I TO COMPLIANCE CERTIFICATE

Status of Compliance with SECTION 7.22
of the Facility A Agreement and the Facility B Agreement1

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

<TABLE>
<S> <C> <C> <C>
1. SECTION 7.22 - TOTAL DEBT TO TOTAL CAPITALIZATION

a. Total Debt of Consolidated Companies (1) $
-------------------------------------------

b. Total Debt of Unrestricted Companies $
-----------------------------------

c. Total Debt of Restricted Companies (Line a minus Line b) $
-------------------------------------------

d. Consolidated Net Worth of Consolidated Companies (1) $
-----------------------------------

e. Consolidated Net Worth of Unrestricted Companies $
-------------------------------------------

f. Consolidated Net Worth of Restricted Companies
(Line d minus Line e) $
-----------------------------------

g. Total Capitalization (1) (Sum of Line c and Line f) $
-----------------------------------

h. Ratio of Line c to Line g :
------------------------------------

i. Maximum Ratio for Subject Period 0.68 : 1.0
</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.

FACILITY B - EXHIBIT D
<PAGE> 74
EXHIBIT E

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the Amended and Restated Facility B Term Loan
Agreement dated as August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "FACILITY B AGREEMENT") among WORLDCOM, INC., a
Georgia corporation ("BORROWER"), Facility B Lenders, the Co-Syndication Agents
(each such term as defined in the Facility B Agreement), and NATIONSBANK, N.A.,
as the Administrative Agent under the Facility B Agreement ("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:

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 Principal Debt 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 3.20(D) of the Facility B
Agreement.

FACILITY B - EXHIBIT E
<PAGE> 75
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 11.13(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.

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.

FACILITY B - EXHIBIT E
<PAGE> 76
SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE AGREEMENT
(FACILITY B)

<TABLE>
<S> <C>
1. Assigned Interest:

(a) Assignor's Facility B Principal Debt prior to giving effect to the
Assignment to Assignee $___________________________________

(b) Percentage Interest in Facility B Principal Debt being
assigned to Assignee by Assignor (not less than $10,000,000, when
aggregated with any concurrent assignments from Assignor to
Assignee under Facility A and the 364-Day Facility, but in no event
less than $1,000,000) ___________________________________%

2. Adjustments after giving effect to Assignment between Assignor and
Assignee:

(a) Assignor's Facility B Principal Debt $___________________________________

(b) Assignee's Facility B Principal Debt acquired from Assignor
pursuant to this Assignment $_____________________________

(d) Assignee's aggregate Principal Debt after giving effect
to this Assignment $___________________________________

3. Effective Date (if other than date of acceptance by Administrative
Agent): *______________ ___, ______

</TABLE>

FACILITY B - EXHIBIT E
<PAGE> 77
SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE AGREEMENT
(FACILITY B)
(PAGE 2 OF 2)

[NAME OF ASSIGNOR], as Assignor

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

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

[NAME OF ASSIGNEE], as Assignee

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

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

FACILITY B - EXHIBIT E
<PAGE> 78
If SECTION 11.13(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, 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 the Administrative Agent under the
Facility B Agreement.

FACILITY B - EXHIBIT E
<PAGE> 79
EXHIBIT F-1

FORM OF OPINION OF GENERAL COUNSEL OF BORROWER

August 6, 1998

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

Each of the Facility A Agents and the Facility B Agents and 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:

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 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").

FACILITY B - EXHIBIT F-1
<PAGE> 80
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 other Agents under Facility A, the
other Agents under Facility B, and the Lenders with their respective covenants
and undertakings contained in the Transaction Documents.

As to certain matters of New York law, I understand you will rely
solely upon the opinions of Bryan Cave LLP.

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.

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).

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.

2
FACILITY B - EXHIBIT F-1
<PAGE> 81
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;

(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;

(g) with regard to any provisions of the Transaction
Documents whereby a party purports to indemnify another party against
its own negligence or misconduct; and

(h) as to matters subject to the jurisdiction of the FCC,
state public utility commissions, or any other communications or
similar regulatory authorities.

3
FACILITY B - EXHIBIT F-1
<PAGE> 82
Agent, each other 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 B - EXHIBIT F-1
<PAGE> 83
EXHIBIT F-2

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

August 6, 1998

NationsBank, N.A.,
as Administrative Agent for Facility A and
Administrative Agent for Facility B

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

Ladies and Gentlemen:

This opinion is furnished to you pursuant to SECTION 5.1 of the
Facility A Agreement and SECTION 5 of the Facility B Agreement and PARAGRAPHS 8
of SCHEDULES 5.1 and SCHEDULE 5, respectively, to 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

FACILITY B - EXHIBIT F-2
<PAGE> 84
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:

(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.

2
FACILITY B - EXHIBIT F-2
<PAGE> 85
(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.

(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.

3
FACILITY B - EXHIBIT F-2
<PAGE> 86
(g) affording defenses based upon the unconscionability
of the enforcing party's conduct after the parties
have entered into the contract.

(3) the effect of generally applicable rules of law that:

(a) limit or affect the enforcement of provisions of a
contract that purport to require waiver of the
obligations of good faith, fair dealing, diligence
and reasonableness.

(b) provide that forum selection clauses in contracts are
not necessarily binding on the court(s) in the forum
selected.

(d) limit the right of a creditor to use force or cause a
breach of the peace in enforcing rights.

(e) limit the enforceability of provisions releasing,
exculpating or exempting a party from, or requiring
indemnification of a party for, liability for its own
action or inaction, to the extent public policy
limits the enforceability of such indemnification or
the action or inaction involves gross negligence,
recklessness, willful misconduct or unlawful conduct.

(f) may, where less than all of a contract may be
unenforceable, limit the enforceability of the
balance of the contract to circumstances in which the
unenforceable portion is not an essential part of the
agreed exchange.

(g) govern and afford judicial discretion regarding the
determination of damages and entitlement to
attorneys' fees and other costs.

(h) may permit a party who has materially failed to
render or offer performance required by the contract
to cure that failure unless (A) permitting a cure
would unreasonably hinder the aggrieved party from
making substitute arrangements for performance, or
(B) it was important in the circumstances to the
aggrieved party that performance occur by the date
stated in the contract.

(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.

4
FACILITY B - EXHIBIT F-2
<PAGE> 87
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 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.

Very truly yours,

BRYAN CAVE LLP

5
FACILITY B - EXHIBIT F-2

<PAGE> 1
EXHIBIT 10.3

364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT

among

WORLDCOM, INC.,
Borrower

NATIONSBANK, N.A.,
Arranging Agent and Administrative Agent

NATIONSBANC MONTGOMERY SECURITIES, LLC,
Lead Arranger

BANK OF AMERICA NT & SA,
BARCLAYS BANK PLC,
THE CHASE MANHATTAN BANK,
CITIBANK, N.A.,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, and
ROYAL BANK OF CANADA,
Co-Syndication Agents

and

THE LENDERS NAMED HEREIN,
Lenders

$7,000,000,000

SECTION 2 BORROWING PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.1 Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.2 Swing Line Subfacility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.3 Competitive Bid Subfacility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.4 Optional Renewal of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.5 Conversion to Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2.6 Termination of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.7 Borrowing Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.8 Mandatory Commitment Reduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 3 TERMS OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.1 Loan Accounts, Notes, and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.2 Interest and Principal Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.3 Interest Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.4 Quotation of Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.5 Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.6 Interest Recapture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.7 Interest Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.8 Maximum Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.9 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.10 Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
3.11 Order of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
3.12 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.13 Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.14 Booking Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.15 Increased Cost and Reduced Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.16 Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.17 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.18 Treatment of Affected Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.19 Compensation; Replacement of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.20 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

SECTION 4 FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
4.1 Treatment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
4.2 Fees of Administrative Agent and Arranger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
4.3 Commitment Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 5 CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.1 Conditions Precedent to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.2 Conditions Precedent to Each Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
</TABLE>

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<TABLE>
<S> <C> <C>
SECTION 6 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.1 Purpose of Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.2 Existence, Good Standing, Authority, and Authorizations . . . . . . . . . . . . . . . . . . . . . . 39
6.3 Authorization and Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.4 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.6 Litigation, Claims, Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.7 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.8 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.9 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.10 Properties; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.11 Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.12 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.13 Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.14 Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 7 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.1 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.2 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.3 Items to be Furnished . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.4 Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.6 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.7 Maintenance of Existence, Assets, and Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.9 Preservation and Protection of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.11 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.12 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.13 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.14 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.15 Compliance with Laws and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.16 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.17 Permitted Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.18 Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.19 Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.20 Mergers and Dissolutions; Sale of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.21 Designation of Unrestricted Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.22 Financial Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.23 Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.24 Repayment of Certain Existing Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 8 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.1 Payment of Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.2 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.3 Debtor Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.4 Judgments and Attachments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
</TABLE>

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<TABLE>
<S> <C> <C>
8.5 Misrepresentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.6 Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.7 Default Under Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.8 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.9 Default Under Facility A or Facility B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.10 Validity and Enforceability of Loan Papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 9 RIGHTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
9.1 Remedies Upon Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
9.2 Company Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
9.3 Performance by Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
9.4 Delegation of Duties and Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
9.5 Not in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
9.6 Course of Dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
9.7 Cumulative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.8 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.9 Certain Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.10 Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.11 Expenditures by Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.12 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

SECTION 10 AGREEMENT AMONG LENDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
10.1 Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
10.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.3 Proportionate Absorption of Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.4 Delegation of Duties; Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.5 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.6 Default; Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.7 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.8 Relationship of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.9 Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.10 Co-Syndication Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

SECTION 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
11.1 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
11.2 Nonbusiness Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
11.3 Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
11.4 Form and Number of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.5 Exceptions to Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.6 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.8 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.9 Entirety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.10 Jurisdiction; Venue; Service of Process; Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . 60
11.11 Amendments, Consents, Conflicts, and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.12 Multiple Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.13 Successors and Assigns; Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . . 62
11.14 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances . . . . . . . . . . . . 65
11.15 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
</TABLE>

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SCHEDULES AND EXHIBITS

<TABLE>
<S> <C> <C>
Schedule 2.1 - Lenders and Committed Sums
Schedule 2.2 - Swing Line Lenders and Swing Line Committed Sums
Schedule 5.1 - Conditions Precedent to Closing
Schedule 7.12 - Existing Debt
Schedule 7.14 - Transactions with Affiliates

Exhibit A-1 - Form of Revolving Note
Exhibit A-2 - Form of Competitive Bid Note
Exhibit A-3 - Form of Swing Line Note
Exhibit A-4 - 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 Term Conversion Request
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 B-7 - Form of Notice of Swing Line Borrowing
Exhibit C - Form of Administrative Questionnaire
Exhibit D - Form of 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 New York Counsel
</TABLE>

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<PAGE> 6
364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT

THIS AGREEMENT is entered into as of August 6, 1998, among WORLDCOM,
INC., a Georgia corporation ("BORROWER"), certain Lenders (hereinafter
defined), the Co-Syndication Agents (hereinafter defined), and NATIONSBANK,
N.A., as a Lender and as Administrative Agent (hereinafter defined) for itself
and the other Lenders.

RECITALS

A. Borrower has requested that Lenders extend credit to Borrower,
providing for a 364-Day revolving credit and term loan facility in the
aggregate principal amount of $7,000,000,000, for general corporate purposes,
including, without limitation, liquidity support for commercial paper.

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

In consideration of the foregoing and the mutual covenants contained
herein, Borrower, Administrative Agent, and Lenders agree, as follows:

SECTION 1 DEFINITIONS AND TERMS.

1.1 Definitions. As used herein:

364-DAY FACILITY means the revolving credit and term loan facility
(including any extension of the facility as permitted herein) described in and
subject to the limitations of this Agreement.

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.

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

ADMINISTRATIVE QUESTIONNAIRE means an Administrative Questionnaire
substantially in the form of

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EXHIBIT C hereto, which each Lender shall complete and provide to
Administrative Agent.

AGENTS means, collectively, Administrative Agent and Co-Syndication
Agents under this Agreement.

AGREEMENT means this 364-Day Revolving Credit and Term Loan Agreement
and all Exhibits and Schedules hereto, as each may be amended, modified,
supplemented, or restated from time to time.

ALTERNATE RATE SWING LINE BORROWING has the meaning as defined in
SECTION 2.2(a).

APPLICABLE LENDING OFFICE means, for each Lender and for each Type of
Borrowing, the "Lending Office" of such Lender (or an Affiliate of such Lender)
designated on SCHEDULE 2.1 attached hereto or such other office that such
Lender (or an Affiliate of such Lender) may from time to time specify to
Administrative Agent and Borrower by written notice in accordance with the
terms hereof.

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<TABLE>
<CAPTION>
=====================================================================================================
Applicable Margin
-------------------------------------------------------
Ratings Base Rate Eurodollar Rate Commitment Fees
Borrowings Borrowings
=====================================================================================================
<S> <C> <C> <C>
Category 1
----------
A or higher by S&P; 0.0000% 0.2250% 0.0550%
A2 or higher by Moody's
- -----------------------------------------------------------------------------------------------------

Category 2
----------
A- by S&P; 0.0000% 0.2500% 0.0600%
A3 by Moody's
- -----------------------------------------------------------------------------------------------------
Category 3
----------
BBB+ by S&P; 0.0000% 0.3500% 0.0900%
Baa1 by Moody's
- -----------------------------------------------------------------------------------------------------
Category 4
----------
BBB by S&P; 0.0000% 0.4000% 0.1000%
Baa2 by Moody's
- -----------------------------------------------------------------------------------------------------
Category 5
----------
BBB- or lower by S&P; 0.0000% 0.4500% 0.1200%
Baa3 or lower by Moody's
- -----------------------------------------------------------------------------------------------------
</TABLE>

(a) For purposes of determining the Applicable Margin, (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
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 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
(v) 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 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 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) On any date of determination of the Applicable Margin for
Eurodollar Rate Borrowings, if the sum of the "Facility A
Commitment Usage" (as such term is defined in the Facility A
Agreement), the "Facility B Principal Debt" (as such term is
defined in the Facility B Agreement), and the Principal Debt
exceeds 33 1/3% (but less than 66 2/3%) of the Total
Commitment, then the Applicable Margin for Eurodollar Rate
Borrowings shall be increased by 0.05% (the "UTILIZATION
FEE"); provided that, if the "Facility A Commitment Usage" (as
such term is defined in the Facility A

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<PAGE> 9
Agreement), the "Facility B Principal Debt" (as such term is
defined in the Facility B Agreement), and the Principal Debt
equals or exceeds 66 2/3% of the Total Commitment, then such
Utilization Fee shall be increased to 0.10%.

ARRANGER means NationsBanc Montgomery Securities LLC, and its
successors and assigns in its capacity as "Lead Arranger" under the Loan
Papers.

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.

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 Agreement.

BORROWING means any amount disbursed (a) by one or more Lenders to
Borrower under the Loan Papers (whether under the Competitive Bid Subfacility,
the Swing Line Subfacility, or otherwise), whether such amount constitutes an
original disbursement of funds or the continuation of an amount outstanding, or
(b) by any Lender in accordance with, and to satisfy the obligations of any
Restricted Company under, any 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 Agreement has been
executed by Borrower, Lenders, and Administrative Agent, and all conditions
precedent specified in SECTION 5.1 have been satisfied or waived.

CO-SYNDICATION AGENTS means Bank of America NT & SA, Barclays Bank
PLC, The Chase Manhattan Bank, Citibank, N.A., Morgan Guaranty Trust Company of
New York, and Royal Bank of Canada.

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

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COMMITMENT means an amount (subject to availability, reduction, or
cancellation as provided in this Agreement) equal to $7,000,000,000.

COMMITTED SUM means, on any date of determination for any Lender, the
amount stated beside its name on the most recently amended SCHEDULE 2.1 to the
Agreement (which amount is subject to availability, increase, reduction, or
cancellation in accordance with this Agreement.)

COMPETITIVE BID means an offer by a Lender to fund a Borrowing under
the Competitive Bid Subfacility pursuant to SECTION 2.3.

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

COMPETITIVE BID RATE means, as to any Competitive Bid made by a Lender
pursuant to SECTION 2.3, (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 Lender making such Competitive Bid.

COMPETITIVE BID REQUEST means a request for Competitive Bids made
pursuant to SECTION 2.3(b) substantially in the form of EXHIBIT B-4.

COMPETITIVE BID SUBFACILITY means a subfacility of this 364-Day
Facility as described in and subject to the limitations of SECTION 2.3.

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.

CONSEQUENTIAL LOSS means any loss or expense which any 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 Lender) to
accept or utilize such Borrowing after Borrower shall have requested it under
this Agreement, or (b) any prepayment or payment of such Borrowing or
conversion of such Borrowing to a Borrowing of another Type, in each case,
prior to the last day of the Interest Period therefor.

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 Restricted Companies as determined in accordance
with GAAP.

CURRENT FINANCIALS means, at the time of any determination thereof,
the more recently delivered to Lenders of (a) as applicable, either (i) prior
to the MCI Merger Date, the Financial Statements for the fiscal year ended
December 31, 1997, and the three-month period ended March 31, 1998, calculated
on a consolidated basis for Borrower and the Consolidated Companies; or (ii) on
or after the MCI Merger Date, the combined consolidated financial statements of
Borrower and MCI and their consolidated Subsidiaries as then most recently
filed with the Securities and Exchange Commission; or (b) the Financial
Statements required to be delivered under

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SECTIONS 7.3(a) or 7.3(b), as the case may be, calculated on a consolidated
basis for the Consolidated Companies; provided that, for purposes of SECTION
5.1(b), "CURRENT FINANCIALS" shall mean both the Financial Statements described
in ITEMS (I) and (II) preceding, whether or not the MCI Merger Date has
occurred on or prior to such date of determination.

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 for all purposes under the Loan Papers (i)
on any date of determination occurring prior to the earlier of the Term Loan
Conversion Date or the Termination Date, those Lenders who collectively hold at
least 51% of the Commitment; and (ii) on any date of determination occurring on
or after the earlier of the Termination Date or the Term Loan Conversion Date,
those Lenders who collectively hold at least 51% of the Principal Debt.

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

ELIGIBLE ASSIGNEE means (a) a Lender; (b) an Affiliate of a Lender (so
long as such assignment is not made

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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 11.13, 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 Lender and the Administrative Agent from
Borrower within five Business Days after notice of such proposed assignment has
been provided by the assigning 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 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%).

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minus the margin indicated for such Competitive Borrowing in the related
Competitive Bid.

EXHIBIT means an exhibit to this Agreement unless otherwise specified.

EXISTING DEBT means on any date of determination, (a) the secured and
unsecured Debt of Borrower and its Restricted Subsidiaries existing on the
Closing Date and described in PART A of SCHEDULE 7.12 (but expressly excluding
the WorldCom/Brooks Fiber Loan on and after the earlier of (i) the date of
repayment thereof in full and termination of the commitment thereunder and (ii)
the thirtieth (30th) day after the closing date of this 364-Day Facility); (b)
on and after the MCI Merger Date, the secured and unsecured Debt of MCI and its
Subsidiaries existing on the MCI Merger Date and described in PART B of
SCHEDULE 7.12 (but expressly excluding the MCI Revolving Facility, which shall
be repaid in full and the commitment thereunder terminated on or before the MCI
Merger Date); and (c) renewals, extensions, and refinancings of any of the
Existing Debt described in CLAUSES (a) and (b) to the extent that the principal
amount under (or the maximum principal amount that may be borrowed under) such
Existing Debt is not increased on or after the Closing Date (with respect to
Existing Debt listed in PART A of SCHEDULE 7.12) or on or after the MCI Merger
Date (with respect to Existing Debt listed in PART B of SCHEDULE 7.12).

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

FACILITY A AGREEMENT means the Amended and Restated Facility A
Revolving Credit Agreement dated of even date herewith, among Borrower,
NationsBank, N.A., as "Administrative Agent" thereunder, and the lenders party
thereto (as the same may be amended, modified, supplemented, or restated from
time to time).

FACILITY A COMMITMENT means an amount (subject to availability,
reduction, or cancellation as provided in the Facility A Agreement) equal to
$3,750,000,000.

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

FACILITY B AGREEMENT means the Amended and Restated Term Loan
Agreement dated of even date herewith among Borrower, NationsBank, N.A., as the
"Administrative Agent" thereunder, and the lenders party thereto (as the same
may be amended, modified, supplemented, restated, or increased from time to
time).

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

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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).

FIXED RATE BORROWING means any Competitive Borrowing made from a
Lender pursuant to SECTION 2.3 based upon an actual percentage rate per annum
offered by such Lender, expressed as a decimal (to no more than four decimal
places) and accepted by Borrower.

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 PERIOD is determined in accordance with SECTION 3.9.

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

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 11.13(c) of this Agreement), and subject to the terms and conditions of
this Agreement, their respective successors and assigns, but not any
Participant who is not otherwise a party to this Agreement.

LITIGATION means any action by or before any Governmental Authority.

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

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.

MCI means MCI Communications Corporation.

MCI MERGER means the merger of MCI with and into TC Investments Corp.,
a wholly-owned Subsidiary of Borrower, in accordance with the terms of the MCI
Merger Agreement.

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MCI MERGER AGREEMENT means the Agreement and Plan of Merger dated as
of November 9, 1997, among Borrower, MCI, and TC Investments Corp. (as amended
to date and as hereinafter amended subject to the consent of Administrative
Agent to any material amendment thereof, which consent shall not be
unreasonably withheld).

MCI MERGER DATE means the date upon which the MCI Merger closes in
accordance with the MCI Merger Agreement.

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

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

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

NOTICE OF BORROWING is defined in SECTION 2.7(a).

NOTICE OF CONVERSION is defined in SECTION 3.10.

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 any 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
reasonable attorneys' fees and expenses incurred in the enforcement or
collection thereof) payable under the Loan Papers.

PARTICIPANT is defined in SECTION 11.13(e).

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

PERCENTAGE PART means, at the time of any determination, the
proportion which any Swing Line Lender's Swing Line Committed Sum bears to the
Swing Line Commitment then in effect.

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, equal to or higher than BBB- by
S&P, and Baa3 by Moody's;

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(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;

(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 described in SECTION 8.6)
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, N.A. as its prime rate, which rate may not be the
lowest rate of interest charged by NationsBank, N.A. to its customers.

PRINCIPAL DEBT means, on any date of determination, the aggregate
unpaid principal balance of all Borrowings under this Agreement.

PRO RATA or PRO RATA PART means on any date of determination for any
Lender, (a) at any time prior to the earlier of the Termination Date or the
Term Loan Conversion Date, the proportion that such Lender's Committed Sum
bears to the Commitment, or (b) at any time on or after the earlier of the
Termination Date or the Term Loan Conversion Date, the proportion that the
Principal Debt owed to such Lender bears to the Principal Debt owed to all
Lenders; provided that with respect to any principal or interest payments on
any Competitive Borrowing, Pro Rata or Pro Rata Part means the proportion that
the outstanding principal amount or accrued and unpaid interest (as the case
may be) owed to any 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 Lenders participating in such Competitive Borrowing.

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.

QUOTED SWING LINE BORROWINGS has the meaning as defined in SECTION
2.2(a).

QUOTED SWING LINE RATE has the meaning as defined in SECTION 2.2(a).

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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.

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.

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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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.

RESTRICTED COMPANIES, at any time of determination thereof, means
Borrower and the Restricted Subsidiaries.

RESTRICTED SUBSIDIARIES means each of the Subsidiaries of Borrower
(other than the Unrestricted Subsidiaries).

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 Agreement, as the same may be supplemented and modified from time to time
in accordance with the terms of the Loan Papers.

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

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, including Alternate Rate Swing Line Borrowings and Quoted Rate
Swing Line Borrowings.

SWING LINE COMMITMENT means an amount (subject to availability,
reduction, or cancellation as herein provided) equal to $175,000,000.

SWING LINE COMMITTED SUM means, on any date of determination for any
Swing Line Lender, the amount stated beside its name on the most-recently
amended SCHEDULE 2.2 to the Agreement (which amount is subject to availability,
increase, reduction, or cancellation in accordance with this Agreement).

SWING LINE LENDERS means, collectively, NationsBank, those Lenders
listed on SCHEDULE 2.2, and any Lender designated by borrower as a "Swing Line
Lender" pursuant to and in accordance with SECTION 2.2(g), and their respective
permitted successors and assigns.

SWING LINE NOTE means a promissory note in substantially the form of
EXHIBIT A-3, and all renewals and

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extensions of all or any part thereof.

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

SWING LINE SUBFACILITY means the subfacility under this 364-Day
Facility described in, and subject to the limitations of, SECTION 2.2.

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 Principal Debt is
converted to a Term Loan in accordance with SECTION 2.5.

TERM CONVERSION REQUEST is defined in SECTION 2.5(a).

TERM LOAN means loans made by Lenders pursuant to SECTION 2.5.

TERM LOAN MATURITY DATE has the meaning set forth in SECTION 2.5.

TERM NOTE means a promissory note in substantially the form of EXHIBIT
A-4, and all renewals and extensions of all or any part thereof.

TERMINATION DATE means the earliest of (a) August 5, 1999, as such
date may be extended pursuant to SECTION 2.4, and (b) the effective date of any
other termination or cancellation of Lenders' Commitments to lend under, and in
accordance with, this Agreement.

TOTAL CAPITALIZATION means, on any date of determination, the sum of
Total Debt and Consolidated Net Worth.

TOTAL COMMITMENT means, on any date of determination, the sum of the
Facility A Commitment, the Facility B Principal Debt, and the Commitment.

TOTAL DEBT means (without duplication) all Debt of the Restricted
Companies; provided that, in determining "Total Debt," Debt arising under the
8.00% Junior Subordinated Deferrable Interest Debentures (the "DEBENTURES")
issued by MCI pursuant to Supplemental Indenture No. 1 to the Junior
Subordinated Indenture dated as of May 29, 1996, between MCI and Wilmington
Trust Company, as Trustee (as the same have been or may be amended, modified,
supplemented, or restated, but not increased from time to time) shall not be
included, so long as no "Event of Default" under such Debentures or the related
Indenture has occurred and is continuing on any date of determination.

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

UNREFUNDED SWING LINE BORROWINGS has the meaning set forth in SECTION
2.2(d).

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Unrestricted Subsidiaries.

UTILIZATION FEE has the meaning set forth in CLAUSE (b) of the
definition of "Applicable Margin" in this SECTION 1.1.

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 Loan Papers, each Lender
severally and not jointly agrees to lend to Borrower such Lender's Pro Rata
Part of one or more Borrowings under this Agreement not to exceed such Lender's
Committed Sum under this Agreement, which, subject to the Loan Papers, Borrower
may borrow, repay, and reborrow under this Agreement; provided that (i) each
such Borrowing must occur on a Business Day and no later than the Business Day
immediately preceding the 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) $10,000,000 or a greater integral
multiple of $1,000,000 (if a Eurodollar Rate Borrowing), (C) $5,000,000 or a
greater integral multiple of $1,000,000 (if a Competitive Borrowing), or (D)
$1,000,000 or an integral multiple of $250,000 if in excess thereof (if a Swing

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Line Borrowing); and (iii) on any date of determination, the Principal Debt
shall never exceed the Commitment.

2.2 Swing Line Subfacility.

(a) Subject to the terms and conditions hereof and
relying upon the representations and warranties herein set forth, each
Swing Line Lender agrees, severally and not jointly, on and after the
Closing Date and until the earlier of the Business Day immediately
preceding the Termination Date or the termination of the Swing Line
Committed Sum of such Swing Line Lender, (i) to make available to
Borrower requested Swing Line Borrowings ("QUOTED SWING LINE
BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED
SWING LINE RATE") furnished by such Swing Line Lender from time to
time in its discretion to Borrower (through Administrative Agent) and
accepted by Borrower in its discretion and (ii) to lend to Borrower
such Swing Line Lender's Percentage Part of any requested Swing Line
Borrowing ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest
at a rate equal to the Alternate Rate; provided that, (A) the
aggregate Swing Line Principal Debt outstanding on any date of
determination shall not exceed the Swing Line Commitment; (B) on any
date of determination, the Principal Debt shall never exceed the
Commitment; (C) at the time of such Swing Line Borrowing, no Default
or Potential Default shall have occurred and be continuing; (D) no
Swing Line Borrowing may be made on any date on which a Borrowing
under this Agreement pursuant to SECTION 2.1 is being made; (E) no
additional Swing Line Borrowings shall be made at any time after any
Lender has refused, notwithstanding the requirements of SECTIONS
2.2(c) and (d), to either fund a Borrowing under this Agreement or to
purchase a participation in the Swing Line Principal Debt as required
in such Sections (such unavailability of the Swing Line Subfacility
shall continue until such funding or purchase shall occur or until the
Swing Line Principal Debt has been repaid); and (F) at any time after
Lenders are deemed to have purchased a participation in any Unrefunded
Swing Line Borrowing pursuant to SECTION 2.2(d), such Unrefunded Swing
Line Borrowings shall bear interest at the Default Rate. On any date
of determination, (i) as a result of Quoted Swing Line Borrowings, the
Swing Line Principal Debt owed to any Swing Line Lender may exceed
such Swing Line Lender's Swing Line Committed Sum and (ii) as a result
of Swing Line Borrowings, the Principal Debt owed to any Swing Line
Lender may exceed its Commitment. Each Quoted Swing Line Borrowing
shall be made only by the Swing Line Lender furnishing the relevant
Quoted Swing Line Rate. Each Alternate Rate Swing Line Borrowing shall
be made by all Swing Line Lenders ratably in accordance with their
respective Percentage Parts. Swing Line Borrowings shall be made in a
minimum aggregate principal amount of $1,000,000 or an integral
multiple of $250,000 if in excess thereof (or an aggregate principal
amount equal to the remaining balance of the available Swing Line
Commitment). Each Swing Line Lender shall make the portion of each
Swing Line Borrowing to be made by it available to Borrower by means
of a credit to the general deposit account of Borrower with
Administrative Agent or by a wire transfer, at the expense of
Borrower, to an account designated in writing by Borrower, in each
case by 2:30 p.m, Dallas, Texas time, on the date such Swing Line
Borrowing is requested to be made pursuant to SECTION 2.2(b) below, in
immediately available funds. Borrower may borrow, prepay, and reborrow
Swing Line Borrowings on or after the Closing Date and prior to the
Termination Date (or such earlier date on which the Swing Line
Commitment shall terminate in accordance herewith) on the terms and
subject to the conditions and limitations set forth herein.

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to receipt by Borrower of Quoted Swing Line Rates acceptable to it)
and shall refer to this Agreement and shall specify the requested
Borrowing Date (which shall be a Business Day) and the amount of such
requested Swing Line Borrowing. Administrative Agent shall promptly
advise the Swing Line Lenders of any notice received from Borrower
pursuant to this SECTION 2.2(b). In the event that Borrower accepts a
Quoted Swing Line Rate in respect of a requested Quoted Swing Line
Borrowing, Borrower shall notify Administrative Agent (which shall in
turn notify the relevant Swing Line Lender) of such acceptance no
later than 1:30 p.m., Dallas, Texas time, on the relevant Borrowing
Date.

(c) Upon the occurrence of a Default or in the event that
any Swing Line Borrowing shall be outstanding for more than five
Business Days, Administrative Agent shall, on behalf of Borrower
(which hereby irrevocably directs and authorizes Administrative Agent
to act on its behalf), request a Base Rate Borrowing from the Lenders,
including the Swing Line Lenders (and each Lender shall fund its Pro
Rata Part of), in an amount sufficient to repay the Swing Line
Principal Debt outstanding under such Swing Line Borrowing; provided
that, such Borrowings under this Agreement shall be made
notwithstanding Borrower's noncompliance with SECTION 5.2. Each
Lender will remit its Pro Rata Part of such Borrowing to
Administrative Agent for the account of the Swing Line Lenders at the
office of Administrative Agent prior to 12:00 Noon, Dallas, Texas
time, in funds immediately available on the Business Day next
succeeding the date such notice is given. The proceeds of such
Borrowings under this Agreement shall be immediately applied to repay
such Swing Line Borrowing.

(d) If, for any reason, Borrowings under this Agreement
may not be (as determined by Administrative Agent in its sole
discretion), or are not, made pursuant to SECTION 2.2(c) to repay any
Swing Line Borrowing as required by such Section, then, effective on
the date such Borrowing under this Agreement would otherwise have been
made, each Lender severally, unconditionally, and irrevocably agrees
that it shall be deemed to have purchased an undivided participating
interest in such Swing Line Borrowings ("UNREFUNDED SWING LINE
BORROWINGS") to the extent of such Lender's Pro Rata part thereof.
Each Lender shall fund a Borrowing under this Agreement or a
participation in the Unrefunded Swing Line Borrowings no later than
the close of business on the date notice of such funding requirement
is given by Administrative Agent if such notice was given prior to
12:00 noon, Dallas, Texas time, on any Business Day, or if made at any
other time, on the next Business Day following the date of such
notice. All such amounts payable by any Lender under this SECTION
2.2(d) shall include interest thereon from the date on which such
payment is payable by such Lender to, but not including, the date such
amount is paid by such Lender to Administrative Agent, at the Federal
Funds Rate. If such Lender does not promptly pay such amount upon
Administrative Agent's demand therefor, and until such time as such
Lender makes the required payment, each Swing Line Lender shall be
deemed to continue to have outstanding its ratable portion of the
Swing Line Principal Debt in the amount of such unpaid obligation.
Each payment by Borrower of all or any part of any Swing Line
Borrowings shall be paid to Administrative Agent for the benefit of
the applicable Swing Line Lender (in the case of a Quoted Swing Line
Borrowing) or (in the case of Alternate Rate Swing Line Borrowings)
for the benefit of the Swing Line Lenders and those Lenders who hold
funded participations in such Unrefunded Swing Line Borrowings under
this SECTION 2.2(d); provided that, with respect to any such
participation, all interest on the Swing Line Principal Debt to which
such participation relates, accruing prior to the date of funding such
participation, shall be payable solely to Administrative Agent for the
account of the Swing Line Lenders (and all Lenders holding funded
participations in any Unrefunded Swing Line Borrowing prior to such
date). Subject to SECTION 3.12, any Lender holding a participation in
any Unrefunded Swing Line Borrowing may exercise any and all Rights of
banker's lien, setoff, or counterclaim with respect to any and all
moneys owing by Borrower to such Lender by reason thereof as fully as
if such Lender had extended such Borrowing under this Agreement
directly to Borrower in the amount of such participation.

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(e) Whenever, at any time after any Swing Line Lender has
received from any Lender such Lender's participating interest in any
Swing Line Borrowing, such Swing Line Lender receives any payment on
account thereof, such Swing Line Lender will promptly distribute to
such Lender its participating interest in such amount (appropriately
adjusted, in the case of interest payments, to reflect the period of
time during which such Lender's participating interest was outstanding
and funded); provided, however, that in the event that such payment
received by such Swing Line Lender is required to be returned, such
Lender will return to such Swing Line Lender any portion thereof
previously distributed by such Swing Line Lender to it.

(f) Notwithstanding anything to the contrary in this
Agreement, each Lender's obligation to fund the Borrowings referred to
in SECTION 2.2(c) and to purchase and fund participating interests
pursuant to SECTION 2.2(d) shall be absolute and unconditional and
shall not be affected by any circumstance, including, without
limitation, (i) any setoff, counterclaim, recoupment, defense, or
other right which such Lender or Borrower may have against any Swing
Line Lender, Borrower, or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Potential Default or a
Default or the failure to satisfy any of the conditions specified in
SECTION 5; (iii) any adverse change in the condition (financial or
otherwise) of Borrower or any of its Subsidiaries; (iv) any breach of
this Agreement by Borrower or any Lender; or (v) any other
circumstance, happening, or event whatsoever, whether or not similar
to any of the foregoing.

(g) Upon written or telecopy notice to the Swing Line
Lenders and to Administrative Agent, Borrower may at any time
terminate, or from time to time reduce in part or increase (with the
approval of the relevant Swing Line Lender), the Swing Line Committed
Sum of any Swing Line Lender, so long as the Swing Line Commitment is
not increased. At any time when there shall be fewer than seven Swing
Line Lenders, Borrower may appoint from among the Lenders a new Swing
Line Lender, subject to the prior consent of such new Swing Line
Lender and prior notice to Administrative Agent, so long as at no time
shall there be more than seven Swing Line Lenders. Notwithstanding
anything to the contrary in this Agreement, (i) if any Alternate Rate
Swing Line Borrowings shall be outstanding at the time of any
termination, reduction, increase, or appointment pursuant to the
preceding two sentences, Borrower shall on the date thereof prepay or
borrow Alternate Rate Swing Line Borrowings to the extent necessary to
ensure that at all times the outstanding Alternate Rate Swing Line
Borrowings held by the Swing Line Lenders shall be ratable according
to the respective Swing Line Committed Sums of the Swing Line Lenders
and (ii) in no event may the aggregate Swing Line Committed Sums of
the Swing Line Lenders exceed the Swing Line Commitment then in
effect. On the date of any termination or reduction of Swing Line
Committed Sums pursuant to this SECTION 2.2(g), Borrower shall pay or
prepay so much of the Swing Line Principal Debt as shall be necessary
in order that, after giving effect to such termination or reduction,
(i) the aggregate outstanding principal amount of the Alternate Rate
Swing Line Borrowings of any Swing Line Lender will not exceed the
Swing Line Committed Sum of such Swing Line Lender and (ii) the
aggregate outstanding principal amount of all Swing Line Borrowings
will not exceed the Swing Line Commitment then in effect.

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Borrowing (or portion thereof) by the amount stated therein on the
date stated therein. All accrued interest on Swing Line Borrowings is
payable quarterly in arrears. Each payment of principal of or
interest on Alternate Rate Swing Line Borrowings shall be allocated,
as between the Swing Line Lenders, ratably in accordance with their
respective Swing Line Committed Sums.

2.3 Competitive Bid Subfacility.

(a) In addition to Borrowings under this Agreement
otherwise provided for herein, but subject to the terms and conditions
of the Loan Papers, Borrower may, as set forth in this SECTION 2.3,
request Lenders to make offers to make Competitive Borrowings under
this Agreement. 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 this Agreement made
by all Lenders shall not exceed the Commitment then in effect; (ii) on
any date of determination, the Principal Debt shall not exceed the
Commitment; and (iii) each Borrowing under the Competitive Bid
Subfacility in respect of this Agreement must occur on a Business Day
and prior to the Business Day immediately preceding the Termination
Date.

(b) In order to request Competitive Bids, Borrower shall
deliver a Competitive Bid Request to Administrative Agent (i) not
later than 10:00 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) 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-4 may be
rejected by Administrative Agent, and Administrative Agent shall
promptly notify Borrower of such rejection. Each Competitive Bid
Request shall refer to this Agreement and shall specify (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 $5,000,000 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
Termination Date). Promptly after its receipt of a Competitive Bid
Request that is not rejected as aforesaid, Administrative Agent shall
notify Lenders of the Competitive Bid Request on a form substantially
similar to EXHIBIT B-5 hereto, pursuant to which the Lenders are
invited to bid, subject to the terms and conditions of this Agreement,
to make Competitive Borrowings pursuant to such Competitive Bid
Request. Notwithstanding the foregoing, Administrative Agent shall
have no obligation to invite any Lender to make a Competitive Bid
pursuant to this SECTION 2.3 until such Lender has delivered a
completed Administrative Questionnaire to Administrative Agent.

(c) Each Lender may make one or more Competitive Bids to
Borrower responsive to each respective Competitive Bid Request. Each
Competitive Bid by 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 third 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 Lender of such rejection as soon as practicable. Each
Competitive Bid shall refer to this Agreement and shall (x) specify
the principal amount (which shall be in a minimum

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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
Lender's Committed Sum under this Agreement, subject to the
limitations set forth in SECTION 2.3(a) hereof) of the Competitive
Borrowing such Lender is willing to make to Borrower, (y) specify the
Competitive Bid Rate at which such Lender is prepared to make its
Competitive Borrowing, and (z) confirm the Interest Period with
respect thereto specified by Borrower in its Competitive Bid Request.
A Competitive Bid submitted by a Lender pursuant to this SECTION
2.3(c) shall be irrevocable.

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

(e) Borrower may, subject only to the provisions of this
SECTION 2.3(e), accept or reject any or all of the Competitive Bids
for this Agreement referred to in SECTION 2.3(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 2.3(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 2.3(c), (i) not later than
10:45 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 2.3(c), (x) Borrower
shall not accept a bid under this Agreement 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 this Agreement
unless the aggregate principal amount to be funded pursuant to all
accepted bids under this Agreement shall be in a minimum amount of
$5,000,000 or a greater integral multiple of $1,000,000 for each
respective Lender whose bid is accepted. Notwithstanding the
foregoing, if it is necessary for Borrower to accept a ratable
allocation of the bids for this Agreement made in response to a
Competitive Bid Request (whether pursuant to the events specified in
CLAUSE (y) above or otherwise) and the available principal amount of
the Competitive Borrowing to be allocated among the Lenders submitting
Competitive Bids is not sufficient to enable Competitive Borrowings to
be allocated to each such Lender in a minimum principal amount of
$5,000,000 or a greater integral multiple of $1,000,000, then Borrower
shall select the Lenders to be allocated such Competitive Borrowings
and shall round allocations up or down to the next higher or lower
multiple of $500,000 as it shall deem appropriate. A notice given by
Borrower pursuant to this SECTION 2.3(e) shall be irrevocable.

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

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immediately preceding sentence, Administrative Agent shall notify each
bidding Lender of the aggregate principal amount of all Competitive
Bids under this Agreement 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 Lender, it shall submit
such bid directly to Borrower one-half hour earlier than the latest
time at which the other Lenders are required to submit their bids to
Administrative Agent pursuant to SECTION 2.3(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 Lenders to make a Base Rate Borrowing under this
Agreement in the amount of such Competitive Borrowing, subject to
satisfaction of the conditions specified in SECTIONS 2.1 and 5.2;
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.

2.4 Optional Renewal of Commitments.

(a) Optional Renewal Procedures. Borrower may request
that the Termination Date be extended for all or a portion of the
Commitment to a date which is no later than the 364th day after the
then-current Termination Date; provided that, (i) any such extension
request shall be made in writing (a "EXTENSION REQUEST") by Borrower
and delivered to Administrative Agent no more than 60 days prior to
(but no later than 30 days prior to) the then-current Termination
Date; (ii) no more than two such Extension Requests may be made by
Borrower; and (iii) no Extension Request may be made after the Term
Conversion Date or which would have the effect of extending the
Termination Date to a date later than the last day of the third
364-day period following the Closing Date. Promptly upon receipt of
an Extension Request, Administrative Agent shall notify Lenders of
such request.

(i) Lenders' Response to Extension Request.
Lenders may, at their option, accept or reject such 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 Termination Date (such
25th day being the "RESPONSE DATE"). If any Lender shall fail
to give such notice to Administrative Agent by the Response
Date, such Lender shall be deemed to have rejected the
requested extension. If the Extension Request is not
consented to by Determining Lenders by the Response Date, the
Extension Request will be rejected, and this Commitment will
terminate on the then-effective Termination Date (unless prior
to such Termination Date, Borrower elects to convert the
Principal Debt, or a portion thereof, in accordance with
SECTION 2.5 hereof). If Determining Lenders consent to the
Extension Request by the Response Date, the Termination Date
for those Lenders consenting to the extension (for purposes of
this SECTION 2.4(a), the "ACCEPTING LENDERS") shall be
automatically extended to the date which is the 364th day
after the then-current Termination Date; provided that (i) the
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 Termination Date may be granted by
Determining Lenders.

(ii) Additional Procedures to Extend the Rejected
Amount. If the Extension Request is consented to by
Determining Lenders, but fewer than all Lenders (any Lender
not consenting to the Extension Request being referred to in
this SECTION 2.4(a) as a "REJECTING LENDER"), then

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Administrative Agent shall, within 48 hours of making such
determination, notify the Accepting Lenders and Borrower of
the aggregate Committed Sums held by the Rejecting Lenders (as
used in this SECTION 2.4(a), the "REJECTED AMOUNT"). Each
Accepting Lender shall have the Right, but not the obligation,
to elect to increase its respective 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 Committed
Sum. If the aggregate amount of the proposed increases in the
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 Lenders (as used in this SECTION
2.4(a), a "PURCHASING LENDER") to replace such Rejecting
Lenders, which Purchasing Lenders shall have aggregate
Committed Sums not greater than those of the Rejecting Lenders
(less any increases in the Committed Sums of Accepting
Lenders, as described in the following CLAUSE (iii)). The
transfer of 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, Assignment and
Acceptance Agreements in accordance with the procedures set
forth in SECTION 11.14(c).

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

(A) If less than 100% (but more than 51%)
of the Commitment is extended (whether by virtue of
Borrower's failure to request an extension of the
full Commitment or by virtue of any Lender not
consenting to any Extension Request), then the
Commitment shall automatically be reduced on the
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 Commitment not
requested to be extended by Borrower in its Extension
Request (which terminated portion of the Commitment
shall be allocated Pro Rata among the Lenders) 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 2.4(a)(ii)). Each Rejecting Lender
shall have no further obligation or Committed Sum
following the 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 Committed Sums of all Accepting
Lenders making an election to increase their
respective 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 Committed Sums elected by such Accepting
Lenders; and (ii) the respective Committed Sums of
each such Accepting Lender shall be increased by the
respective amount allocated pursuant to CLAUSE (i) of
this SECTION 2.4(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 Commitment.

(C) If the aggregate amount of the
proposed increases to the Committed Sums of all
Accepting Lenders making such an election to so
increase their respective Committed Sums equals the
Rejected Amount, then the respective Committed Sums
of such Accepting Lenders shall be increased by the
respective amounts of their proposed

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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 Commitment.

(D) If the aggregate amount of the
proposed increases to the Committed Sums of all
Accepting Lenders making such an election is less
than the Rejected Amount, then (i) the respective
Committed Sums of each such Accepting Lender shall be
increased by the respective amount of its proposed
increase; and (ii) the amount of the 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 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 Lender shall have any obligation to extend the
Commitment (or any portion thereof), and (iii) Administrative Agent's
and Lenders' agreement to one or more extensions shall not commit
Administrative Agent or the Lenders to any additional extensions.

2.5 Conversion to Term Loans. Borrower shall have the option to
convert up to $4,000,000,000 of the Principal Debt outstanding on the
Termination Date (after giving effect to any loan repayments on or prior to the
Termination Date) to a Term Loan maturing no later than one year after the Term
Conversion Date (the "TERM LOAN MATURITY DATE"); provided, however, that (i) no
Term Loan Conversion may be made on any date on which all or any portion of the
Commitment is available to be borrowed as revolving Borrowings under the
364-Day Facility; and (ii) notwithstanding the foregoing, if the mandatory
Commitment reductions required by SECTION 2.8 have been effected, Borrower may
only convert up to $1,714,000,000 of the Principal Debt to a Term Loan pursuant
to this SECTION 2.5. Such Term Loan conversion is 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 Termination Date, Borrower shall deliver to
Administrative Agent a Term Conversion Request in substantially the
form of EXHIBIT B-3 (a "TERM CONVERSION REQUEST"), 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 Principal Debt shall be converted and the Interest
Periods therefor (if applicable) on the Term Conversion Date; and

(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.

2.6 Termination of Commitments. (a) Without premium or penalty,
and upon giving not less than three (3) Business Days prior written and
irrevocable notice to Administrative Agent, Borrower may permanently terminate
in whole or in part the unused portion of the Commitment; provided that: (a)
each partial termination shall be in an amount of not less than $5,000,000 or a
greater integral multiple of $1,000,000; (b) the amount of the Commitment may
not be reduced below the Principal Debt then outstanding; and (c) each
reduction shall be allocated Pro Rata among the Lenders in accordance with
their respective Pro Rata Parts. Promptly after receipt of such notice of
termination or reduction, Administrative Agent shall notify each Lender of the
proposed cancellation or reduction. Such termination or partial reduction of
the Commitment shall be effective on the Business Day specified in Borrower's
notice (which date must be at least three (3) Business Days after Borrower's
delivery of such notice). In the event that the Commitment is reduced to zero
at a time when there is no

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outstanding Principal Debt, this Agreement shall be terminated to the extent
specified in SECTION 11.14, and all commitment fees and other fees then earned
and unpaid hereunder and all other amounts of the Obligation relating to this
Agreement then due and owing shall be immediately due and payable, without
notice or demand by Administrative Agent or any Lender. The Swing Line
Commitment shall be automatically and permanently reduced from time to time on
the date of each reduction in the Commitment such that the Swing Line
Commitment does not exceed the Commitment after giving effect to such reduction
of the Commitment. Each reduction in the Swing Line Commitment will be
allocated among Swing Line Lenders in accordance with their respective
Percentage Parts.

2.7 Borrowing Procedure. The following procedures apply to
Borrowings under this Agreement (other than Competitive Borrowings, Swing Line
Borrowings, and Borrowings pursuant to SECTION 2.2(D)):

(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 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 Lender with respect to each Notice of
Borrowing.

(b) Each Lender shall remit its Pro Rata Part of each
requested Borrowing to Administrative Agent's principal office in
Dallas, Texas, in funds which are or will be available for immediate
use by Administrative Agent by 1:00 p.m. Dallas, Texas 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
Lender prior to a Borrowing Date that such Lender does not intend to
make available to Administrative Agent such Lender's Pro Rata Part of
the applicable Borrowing, Administrative Agent may assume that such
Lender has made such proceeds available to Administrative Agent on
such date, as required herein, and Administrative Agent may (unless to
its actual knowledge any of the conditions precedent therefor have not
been satisfied by Borrower or waived by Determining Lenders), in
reliance upon such assumption (but shall not be required to), make
available to Borrower a corresponding amount in accordance with the
foregoing terms, but, if such corresponding amount is not in fact made
available to Administrative Agent by such Lender on such Borrowing
Date, Administrative Agent shall be entitled to recover such
corresponding amount on demand (i) from such Lender, together with
interest at the Federal Funds Rate during the period commencing on the
date such corresponding amount was made available to Borrower and
ending on (but excluding) the date Administrative Agent recovers such
corresponding amount from such Lender, or (ii) if such Lender fails to
pay such corresponding amount forthwith upon such demand, then from
Borrower, together with interest at a rate per annum equal to the
applicable rate for such Borrowing during the period commencing on
such Borrowing Date and ending on (but excluding) the date
Administrative Agent recovers such corresponding amount from Borrower.
No Lender shall be responsible for the failure of any other Lender to
make its Pro Rata Part of any Borrowing.

2.8 Mandatory Commitment Reduction. If, on or before the sixtieth
(60th) day after the Closing Date, either (i) the MCI Merger has not been
consummated and all necessary and material consents and approvals have not been
obtained with respect to the MCI Merger, or (ii) Borrower has not satisfied the
requirements of

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SECTION 7.3(f), then on the next Business Day immediately following such
sixtieth (60th) day after the Closing Date (the "REDUCTION DATE"), (a) the
Commitment shall automatically be reduced to $3,000,000,000 and Borrower shall
make any prepayments required under SECTION 3.2(d) as a result thereof, and (b)
the portion of the Principal Debt eligible for conversion to a Term Loan under
SECTION 2.5 shall automatically be reduced from $4,000,000,000 to
$1,714,000,000. On such Reduction Date, the Commitment reduction effected
shall be allocated among Lenders on a Pro Rata basis.

SECTION 3 TERMS OF PAYMENT.

3.1 Loan Accounts, Notes, and Payments.

(a) Principal Debt owed to each Lender shall be evidenced
by one or more loan accounts or records maintained by such Lender in
the ordinary course of business. The loan accounts or records
maintained by the Administrative Agent (including, without limitation,
the Register) and each Lender shall be conclusive evidence absent
manifest error of the amount of the Borrowings made by Borrower from
each Lender under this Agreement (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 Lender made through the
Administrative Agent, the Principal Debt owed to such Lender may be
evidenced by one or more of the following Notes (as the case may be):
(i) a Revolving Note (with respect to Principal Debt, prior to the
Term Conversion Date, other than under the Swing Line Subfacility or
the Competitive Bid Subfacility); (ii) a Competitive Bid Note (with
respect to Principal Debt arising and outstanding under the
Competitive Bid Subfacility under this 364-Day Facility); (iii) a
Swing Line Note (with respect to Principal Debt arising under the
Swing Line Subfacility); and (iv) a Term Note (with respect to
Principal Debt on and after the Term Conversion Date).

(c) All payments of principal, interest, and other
amounts to be made by Borrower under this Agreement and the other Loan
Papers shall be made to Administrative Agent at its principal office
in Dallas, Texas in Dollars and 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, without setoff, deduction, or
counterclaim. Subject to the definition of "Interest Period" herein,
whenever any payment under this Agreement or any other Loan Paper
shall be stated to be due on a day that is not a Business Day, such
payment may be made on the next succeeding Business Day, and such
extension of time in such case shall be included in the computation of
interest and fees, as applicable and as the case may be. Payments
made after 12:00 noon, Dallas, Texas, time shall be deemed made on the
Business Day next following. Administrative Agent shall pay to each
Lender any payment of principal, interest, or other amount to which
such Lender is entitled hereunder on the same day Administrative Agent
shall have received the same from Borrower; provided such payment is
received by Administrative Agent prior to 12:00 noon Dallas, Texas
time, and otherwise before 12:00 noon Dallas, Texas time on the
Business Day next following. If and to the extent Administrative
Agent shall not make such payments to Lenders when due as set forth in
the preceding sentence, such unpaid amounts shall accrue interest,
payable by Administrative Agent, at the Federal Funds Rate from the
due date until (but not including) the date on which Administrative
Agent makes such payments to Lenders.

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 Termination Date

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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
Termination Date and Term Loan Maturity Date.

(b) To the extent that the Principal Debt is not
converted to a Term Loan on or prior to the Termination Date, Borrower
shall pay on such Termination Date all outstanding Principal Debt not
so converted to a Term Loan, together with all accrued and unpaid
interest and fees.

(c) To the extent any portion of the Principal Debt is
converted to a Term Loan, the 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 Principal Debt
exceeds the Commitment then in effect, or if the Swing Line Principal
Debt exceeds the Swing Line Commitment then in effect, then Borrower
shall make a mandatory prepayment of the 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 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; (iv) Borrower shall pay any related
Consequential Loss within ten (10) days after demand therefor; and (v)
notwithstanding the provisions of this SECTION 3.2(D), prepayments of
any Swing Line Borrowing shall be made in accordance with SECTION
2.2(H). 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.

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

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rates shall neither be binding upon Administrative Agent or Lenders nor affect
the rate of interest which thereafter is actually in effect when the Notice of
Borrowing is given.

3.6 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 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 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 Swing Line Borrowings accruing interest at the
Quoted Swing Line Rate or the Alternate 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.

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

3.8 Maximum Rate. Regardless of any provision contained in any
Loan Paper, no Lender shall ever be entitled to contract for, charge, take,
reserve, receive, or apply, as interest on the Obligation, or any part thereof,
any amount in excess of the Maximum Rate, and, if Lenders ever do so, then such
excess shall be deemed a partial prepayment of principal and treated hereunder
as such and any remaining excess shall be refunded to Borrower. In determining
if the interest paid or payable exceeds the Maximum Rate, Borrower and Lenders
shall, to the maximum extent permitted under applicable Law, (a) treat all
Borrowings as but a single extension of credit (and Lenders and Borrower agree
that such is the case and that provision herein for multiple Borrowings is for
convenience only), (b) characterize any nonprincipal payment as an expense,
fee, or premium rather than as interest, (c) exclude voluntary prepayments and
the effects thereof, and (d) amortize, prorate, allocate, and spread the total
amount of interest throughout the entire contemplated term of the Obligation;
provided that, if the Obligation is paid and performed in full prior to the end
of the full contemplated term thereof, and if the

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interest received for the actual period of existence thereof exceeds the
Maximum Amount, Lenders shall refund such excess, and, in such event, Lenders
shall not, to the extent permitted by Law, be subject to any penalties provided
by any Laws for contracting for, charging, taking, reserving, or receiving
interest in excess of the Maximum Amount.

3.9 Interest Periods. When Borrower requests any 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 or, if available to all Lenders, nine or
twelve 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 Principal Debt which would extend beyond the scheduled repayment
date (including any dates on which mandatory prepayments are required to be
made) for such portion of the Principal Debt; and (d) no more than an aggregate
of ten (10) Interest Periods 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 $10,000,000 or a greater
integral multiple of $1,000,000. Administrative Agent shall timely notify each
Lender with respect to each Notice of Conversion. Absent Borrower's Notice of
Conversion or election of a new Interest Period, a 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 or a specific Lender)
shall be allocated to each Lender in the proportion that the Principal
Debt owed to such Lender bears to the Principal Debt owed to all
Lenders under the 364-Day Facility (or Subfacility thereunder) in
respect of which such payment was made.

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(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
reasonable expenses for which Agents or Lenders have not been
paid or reimbursed in accordance with the Loan Papers; (as
used in this SECTION 3.11(b)(i), a "ratable payment" for any
Lender or any Agent shall be, on any date of determination,
that proportion which the portion of the total fees and
indemnities owed to such Lender or Agent bears to the total
aggregate fees and indemnities owed to all Lenders and Agents
on such date of determination);

(ii) to the Pro Rata payment of all accrued and
unpaid interest on the Principal Debt;

(iii) to the ratable payment of the Swing Line
Principal Debt which is due and payable and which remains
unfunded by any Borrowing under this Agreement; provided that,
such payments shall be allocated among the Swing Line Lenders
and the Lenders which have funded their participation in the
Swing Line Principal Debt;

(iv) 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); and

(v) 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 promptly
distribute such amounts to each Lender in accordance with this Agreement and
the related 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.

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amount of the Obligation owed to such Lender.

3.14 Booking Borrowings. To the extent permitted by Law, any
Lender may make, carry, or transfer its Borrowings at, to, or for the account
of any of its branch offices or the office of any of its Affiliates; provided
that no Affiliate shall be entitled to receive any greater payment under
SECTION 3.15 than the transferor Lender would have been entitled to receive
with respect to such Borrowings.

3.15 Increased Cost and Reduced Return.

(a) If, after the date hereof, the adoption of any
applicable Law or any change in any applicable Law, or any change in
the interpretation or administration thereof by any Governmental
Authority, or compliance by any Lender (or its Applicable Lending
Office) with any request or directive (whether or not having the force
of law) of any such Governmental Authority:

(i) shall subject such Lender (or its Applicable
Lending Office) to any Tax with respect to any Eurodollar Rate
Borrowing, its Notes, or its obligation to loan Eurodollar
Rate Borrowings, or change the basis of taxation of any
amounts payable to such Lender (or its Applicable Lending
Office) under the Loan Papers in respect of any Eurodollar
Rate Borrowings (other than with respect to Taxes imposed on
the overall net income of such Lender by any jurisdiction and
other than liabilities, interest, and penalties incurred as a
result of the gross negligence or wilful misconduct of such
Lender);

(ii) shall impose, modify, or deem applicable any
reserve, special deposit, assessment, or similar requirement
(other than the Reserve Requirement utilized in the
determination of the Adjusted Eurodollar Rate) relating to any
extensions of credit or other assets of, or any deposits with
or other liabilities or commitments of, such Lender (or its
Applicable Lending Office), including the commitment of such
Lender hereunder; or

(iii) shall impose on such Lender (or its
Applicable Lending Office) or the London interbank market any
other condition affecting the Loan Papers or any of such
extensions of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the actual cost
to such Lender (or its Applicable Lending Office) of making,
converting into, continuing, or maintaining any Eurodollar Rate
Borrowings or to reduce any sum received or receivable by such Lender
(or its Applicable Lending Office) under the Loan Papers with respect
to any Eurodollar Rate Borrowing, then Borrower shall pay to such
Lender on demand such amount or amounts as will compensate such Lender
for such increased cost or reduction as provided in SECTION 3.15(c)
below. If any Lender requests compensation by Borrower under this
SECTION 3.15(a), Borrower may, by notice to such Lender (with a copy
to Administrative Agent), suspend the obligation of such Lender to
loan or continue Borrowings of the Type with respect to which such
compensation is requested, or to convert Borrowings of any other Type
into Borrowings of such Type, until the event or condition giving rise
to such request ceases to be in effect (in which case the provisions
of SECTION 3.18 shall be applicable); provided, that such suspension
shall not affect the Right of such Lender to receive the compensation
so requested.

(b) If, after the date hereof, any Lender shall have
determined that the adoption of any applicable Law regarding capital
adequacy or any change therein or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration

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thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such Governmental
Authority has or would have the effect of reducing the rate of return
by an amount deemed by it to be material on the capital of such Lender
or any corporation controlling such Lender as a consequence of such
Lender's obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change,
request, or directive (taking into consideration its policies with
respect to capital adequacy), then from time to time upon demand
Borrower shall pay to such Lender such additional amount or amounts as
will compensate such Lender for such reduction.

(c) Each Lender shall promptly notify Borrower and
Administrative Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Lender to compensation
pursuant to this Section and will designate a different Applicable
Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to it. Any
Lender claiming compensation under this Section shall furnish to
Borrower and Administrative Agent a statement setting forth in
reasonable detail the additional amount or amounts to be paid
hereunder which shall be presumed correct in the absence of manifest
error. In determining such amount, such Lender may use any reasonable
averaging and attribution methods.

3.16 Limitation on Types of Loans. If on or prior to the first day
of any Interest Period for any Eurodollar Rate Borrowing:

(a) Administrative Agent determines (which determination
shall be conclusive absent manifest error) that by reason of
circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Eurodollar Rate for such
Interest Period; or

(b) Determining Lenders determine (which determination
shall be conclusive absent manifest error) and notify Administrative
Agent that the Adjusted Eurodollar Rate will not adequately and fairly
reflect the cost to the Lenders of funding Eurodollar Rate Borrowings
for such Interest Period;

then Administrative Agent shall give Borrower prompt notice thereof specifying
the relevant amounts or periods, and so long as such condition remains in
effect, the Lenders shall be under no obligation to fund additional Eurodollar
Rate Borrowings, continue Eurodollar Rate Borrowings, or to convert Base Rate
Borrowings into Eurodollar Rate Borrowings, and Borrower shall, on the last
day(s) of the then current Interest Period(s) for the outstanding Eurodollar
Rate Borrowings, either prepay such Borrowings or convert such Borrowings into
Base Rate Borrowings in accordance with the terms of this Agreement.

3.17 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Rate Borrowings
hereunder, then such Lender shall promptly notify Borrower thereof and such
Lender's obligation to make or continue Eurodollar Rate Borrowings and to
convert other Base Rate Borrowings into Eurodollar Rate Borrowings shall be
suspended until such time as such Lender may again make, maintain, and fund
Eurodollar Rate Borrowings (in which case the provisions of SECTION 3.18 shall
be applicable); provided that, such Lender will use best efforts (consistent
with legal and regulatory restrictions) to change the jurisdiction of its
Applicable Lending Office so as to eliminate any illegality, if such change, in
the reasonable judgment of such Lender, is not otherwise disadvantageous to
such Lender.

3.18 Treatment of Affected Loans. If the obligation of any Lender
to fund Eurodollar Rate Borrowings

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or to continue, or to convert Base Rate Borrowings into Eurodollar Rate
Borrowings, shall be suspended pursuant to SECTIONS 3.15, 3.16, or 3.17 hereof,
such Lender's Eurodollar Rate Borrowings shall be automatically converted into
Base Rate Borrowings on the last day(s) of the then current Interest Period(s)
for Eurodollar Rate Borrowings (or, in the case of a conversion required by
SECTION 3.17 hereof, on such earlier date as such Lender may specify to
Borrower with a copy to Administrative Agent) and, unless and until such Lender
gives notice as provided below that the circumstances specified in SECTIONS
3.15, 3.16, or 3.17 hereof that gave rise to such conversion no longer exist:

(a) to the extent that such Lender's Eurodollar Rate
Borrowings have been so converted, all payments and prepayments of
principal that would otherwise be applied to such Lender's Eurodollar
Rate Borrowings shall be applied instead to its Base Rate Borrowings;
and

(b) all Borrowings that would otherwise be made or
continued by such Lender as Eurodollar Rate Borrowings shall be made
or continued instead as Base Rate Borrowings, and all Borrowings of
such Lender that would otherwise be converted into Eurodollar Rate
Borrowings shall be converted instead into (or shall remain as) Base
Rate Borrowings.

If such Lender gives notice to Borrower (with a copy to Administrative Agent)
that the circumstances specified in SECTIONS 3.15, 3.16, or 3.17 hereof that
gave rise to the conversion of such Lender's Eurodollar Rate Borrowings
pursuant to this SECTION 3.18 no longer exist (which such Lender agrees to do
promptly upon such circumstances ceasing to exist) at a time when Eurodollar
Rate Borrowings made by other Lenders are outstanding, such Lender's Base Rate
Borrowings shall be automatically converted, on the first day(s) of the next
succeeding Interest Period(s) for such outstanding Eurodollar Rate Borrowings,
to the extent necessary so that, after giving effect thereto, all Eurodollar
Rate Borrowings held by the Lenders and by such Lender are held Pro Rata (as to
principal amounts, Types, and Interest Periods) in accordance with their
respective Commitments.

3.19 Compensation; Replacement of Lenders.

(a) Upon the request of any Lender, Borrower shall pay to
such Lender such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any
Consequential Loss; provided that, in each case, the Person claiming
such Consequential Loss has furnished Borrower with a reasonably
detailed statement of such loss, which statement shall be conclusive
in the absence of manifest error.

(b) If any Lender requests compensation under SECTION
3.15 or if Borrower is required to pay additional amounts to or for
the account of any Lender pursuant to SECTION 3.20 (collectively,
"ADDITIONAL AMOUNTS"), then Borrower may, at its sole expense and
effort, upon written notice to such Lender and Administrative Agent,
require such Lender to assign and delegate, without recourse, all its
interests, Rights, and obligations under this Agreement and the other
Loan Papers (other than any outstanding Competitive Borrowings held by
such Lender) to an Eligible Assignee that shall assume such
obligations; provided that, (i) Borrower shall have received the prior
written consent of Administrative Agent to any such assignment; (ii)
such Lender shall have received payment from Borrower of any
Additional Amounts owed to such Lender by Borrower for periods prior
to the replacement of such Lender and any actual costs incurred as a
result of such replacement of a Lender; (iii) such assignment will
result in reduction or elimination of the Additional Amounts; and (iv)
such assignment and acceptance shall be made in accordance with, and
subject to the requirements and restrictions contained in, SECTION
11.13(b). A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling such Borrowing to
require such

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assignment and delegation cease to apply.

3.20 Taxes.

(a) Any and all payments by Borrower to or for the
account of any Lender or Administrative Agent hereunder or under any
other Loan Paper shall be made free and clear of and without deduction
for any and all present or future Taxes, excluding, in the case of
each Lender and Administrative Agent, Taxes imposed on its income and
franchise Taxes imposed on it by any jurisdiction and other
liabilities, interest, and penalties incurred as a result of the gross
negligence or wilful misconduct of such Lender or Administrative Agent
(all such Non-Excluded Taxes referred to as "NON-EXCLUDED TAXES"). If
Borrower shall be required by law to deduct any Non-Excluded Taxes
from or in respect of any sum payable under this Agreement or any
other Loan Paper to any Lender or Administrative Agent, (i) the sum
payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional
sums payable under this SECTION 3.20) such Lender or Administrative
Agent receives an amount equal to the sum it would have received had
no such deductions been made, (ii) Borrower shall make such
deductions, (iii) Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with
applicable law, and (iv) Borrower shall furnish to Administrative
Agent, at its address listed in SCHEDULE 2.1, the original or a
certified copy of a receipt evidencing payment thereof.

(b) In addition, Borrower agrees to pay any and all
present or future stamp or documentary taxes and any other excise or
property Taxes which arise from any payment made under this Agreement
or any other Loan Paper or from the execution or delivery of, or
otherwise with respect to, this Agreement or any other Loan Paper
(hereinafter referred to as "OTHER TAXES").

(c) BORROWER AGREES TO INDEMNIFY EACH LENDER AND
ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF NON- EXCLUDED TAXES THAT
SHOULD HAVE BEEN WITHHELD BY BORROWER AND OTHER TAXES (INCLUDING,
WITHOUT LIMITATION, ANY NON-EXCLUDED TAXES THAT SHOULD HAVE BEEN
WITHHELD BY BORROWER OR OTHER TAXES IMPOSED OR ASSERTED BY ANY
JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 3.20) PAID BY SUCH
LENDER OR ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY LIABILITY
(INCLUDING PENALTIES, INTEREST, AND EXPENSES OTHER THAN THOSE INCURRED
AS A RESULT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH
LENDER OR ADMINISTRATIVE AGENT) ARISING THEREFROM OR WITH RESPECT
THERETO.

(d) Each Lender organized under the Laws of a
jurisdiction outside the United States, on or prior to the date of its
execution and delivery of this Agreement in the case of each Lender
listed on the signature pages hereof and on or prior to the date on
which it becomes a Lender in the case of each other Lender, and from
time to time thereafter, including, without limitation, upon the
expiration or obsolescence of any previously delivered form or upon
the written request of Borrower or Administrative Agent (but only so
long as such Lender remains lawfully able to do so) shall provide
Borrower and Administrative Agent with (i) Internal Revenue Service
Form 1001 or 4224, as appropriate, or any successor form prescribed by
the Internal Revenue Service, certifying that such Lender is entitled
to benefits under an income tax treaty to which the United States is a
party which reduces the rate of withholding tax on payments of
interest or certifying that the income receivable pursuant to this
Agreement is effectively connected with the conduct of a trade or
business in the United States, (ii) Internal Revenue Service Form W-8
or W-9, as appropriate, or any successor form prescribed by the
Internal Revenue Service, and (iii) any other form or certificate
required by any taxing authority (including any certificate required
by Sections 871(h) and 881(c) of the Internal Revenue Code),
certifying that such Lender is entitled to an exemption from or a
reduced rate of tax on payments pursuant to this Agreement or any of
the other Loan Papers.

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(e) For any period with respect to which a Lender has
failed to provide Borrower and Administrative Agent with the
appropriate form pursuant to SECTION 3.20(d) (unless such failure is
due to a change in Law, occurring subsequent to the date on which a
form originally was required to be provided), such Lender shall not be
entitled to indemnification under this SECTION 3.20 with respect to
Taxes imposed by the United States; provided, however, that should a
Lender, which is otherwise exempt from or subject to a reduced rate of
withholding tax, become subject to Taxes because of its failure to
deliver a form required hereunder, Borrower shall take such steps as
such Lender shall reasonably request to assist such Lender to recover
such Taxes.

(f) If Borrower is required to pay additional amounts to
or for the account of any Lender pursuant to this SECTION 3.20, then
such Lender will use best efforts (consistent with legal and
regulatory restrictions) to change the jurisdiction of its Applicable
Lending Office so as to eliminate or reduce any such additional
payment which may thereafter accrue if such change, in the judgment of
such Lender, is not otherwise disadvantageous to such Lender.

(g) Within thirty (30) days after the date of any payment
of Non-Excluded Taxes or Other Taxes, Borrower shall furnish to
Administrative Agent the original or a certified copy of a receipt
evidencing such payment.

(h) Without prejudice to the survival of any other
agreement of Borrower hereunder, the agreements and obligations of
Borrower contained in this SECTION 3.20 shall survive the termination
of the Commitment and the payment in full of the Obligation.

SECTION 4 FEES.

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

4.2 Fees of Administrative Agent and Arranger. Borrower shall pay
to Administrative Agent or Arranger, as the case may be, solely for their
respective accounts, the fees described in that certain separate letter
agreement dated as of June 30, 1998 (as thereafter amended or modified from
time to time), among 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 Commitment Fees. Following the Closing Date, Borrower shall
pay to Administrative Agent, for the ratable account of Lenders, a commitment
fee, payable in installments in arrears, on each March 31, June 30, September
30, and December 31 and on the Termination Date or the Term Conversion Date, in
each case, commencing September 30, 1998. Each installment shall be in an
amount equal to the Applicable Margin designated in SECTION 1.1 for commitment
fees multiplied by the amount by which (i) the average daily Commitment exceeds
(ii) the average daily Principal Debt, 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 4.3,
(i) determinations of the average

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daily Principal Debt shall exclude the Principal Debt of all Competitive
Borrowings and Swing Line Borrowings; and (ii) "ratable" shall mean, for any
period of calculation, with respect to any Lender, that proportion which (x)
the average daily unused Committed Sum of such Lender during such period bears
to (y) the amount of the average daily unused Commitment during such period.

SECTION 5 CONDITIONS PRECEDENT.

5.1 Conditions Precedent to Closing. This Agreement shall not
become effective unless and until (a) Administrative Agent has received all of
the agreements, documents, instruments, and other items described on SCHEDULE
5.1, and (b) there has been no change in the consolidated financial condition
of the Consolidated Companies from that shown in the respective Current
Financials of such companies which could be a Material Adverse Event.

5.2 Conditions Precedent to Each Borrowing. In addition to the
conditions stated in SECTION 5.1 (except SECTION 5.1(b)), Lenders will not be
obligated to fund (as opposed to continue or convert) any Borrowing (including
any Competitive Borrowing or Swing line Borrowing), 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 or Notice of Competitive Borrowing as
the case may be;

(b) Administrative Agent shall have received, as
applicable, the fees provided for in SECTION 4.3 hereof or any fees
then payable as provided for in SECTION 4.2, if applicable;

(d) no Default or Potential Default shall have occurred
and be continuing;

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

(f) 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) and (D) above are true and correct in all respects.
Each condition precedent in this Agreement is material to the transactions
contemplated in this Agreement, and time is of the essence in respect of each
thereof. Subject to the prior approval of Determining Lenders, Lenders may
fund any Borrowing 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.

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

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

6.7 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 Liens permitted under SECTION 7.13(F)
have been satisfied or for which nonpayment thereof could not constitute a
Material Adverse Event.

6.8 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.

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6.10 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 Liens permitted in SECTION 7.13, 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 No Default. No event has occurred and is continuing or would
result from the incurring of obligations by Borrower under this Agreement or
any other Loan Paper which constitutes a Default or a Potential Default. No
Restricted Subsidiary is in default under or with respect to any material
written or oral agreements, contracts, commitments, or understandings to which
any Restricted Company is party which could, individually or together with all
such defaults, be a Material Adverse Event.

6.13 Senior Indebtedness. All of the Obligation constitutes
"senior indebtedness" or "senior debt" (or ranks at least pari passu with other
senior and unsubordinated indebtedness) under the terms of the Indentures to
which Borrower is a party or any other unsecured senior Debt or secured or
unsecured subordinated Debt of Borrower.

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 Lenders are committed to fund Borrowings
under this Agreement and thereafter until the payment in full of the 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:

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

7.3 Items to be Furnished. Borrower shall cause the following to
be furnished to Administrative

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Agent for delivery to Lenders:

(a) Promptly after preparation, and no later than 110
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 (or in lieu
thereof the Form 10-K of the Consolidated Companies filed with the
Securities and Exchange Commission for such fiscal year), accompanied
by:

(ii) 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; and

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

(b) Promptly after preparation, and no later than 65 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 (or in lieu thereof the Form
10-Q of the Consolidated Companies filed with the Securities and
Exchange Commission for such fiscal quarter), accompanied by a
Compliance Certificate with respect to such Financial Statements.

(c) 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 other
Litigation affecting the Restricted Companies which Borrower would be
required to report to the Securities and Exchange Commission pursuant
to the Securities and Exchange Act of 1934, as amended, within four
Business Days after reporting the same to the Securities and Exchange
Commission; (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) a default or event of default
under any material agreement of any Restricted Company which could be
a Material Adverse Event; (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

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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 $100,000,000 or of the impending
termination or reorganization of such Multiemployer Plan.

(e) Promptly upon request therefor by Administrative
Agent or Lenders holding, in the aggregate, at least 25% of the sum of
the Commitment or the Facility B Principal Debt (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 Agreement, as reasonably requested.

(f) No later than 60 days after the Closing Date,
Borrower shall provide Administrative Agent with (i) written
confirmation that the MCI Merger has been effected, (ii) a copy of the
Certificate of Merger filed with the Delaware Secretary of State in
connection with the MCI Merger, and (iii) an opinion from internal
counsel to Borrower confirming that all material and necessary
consents and approvals with respect to the MCI Merger have been
obtained (which opinion must be in a form and upon terms reasonably
satisfactory to Administrative Agent).

7.4 Inspections. On and after the occurrence of any Potential
Default or Default, the Consolidated Companies shall allow Administrative Agent
or any 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, employees, other representatives, and
independent accountants, from time to time, during reasonable business hours,
as often as may be desired, and all at the expense of Borrower.

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.

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7.7 Maintenance of Existence, Assets, and Business. Except as
otherwise permitted by SECTION 7.20, 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,
except where the failure to do so would not be a Material Adverse Event; 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.

7.11 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, except where the failure to so comply or correct would not
be a Material Adverse Event; (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, except where the
failure to do so would not be a Material Adverse Event; 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;

(b) Existing Debt;

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(c) Debt arising under Facilities A and B;

(d) Debt incurred by any Restricted Company under any
Financial Hedge with any Lender or an Affiliate of any Lender;

(e) Debt between Restricted Companies, so long as any
such inter-company Debt owed by Borrower to any other Restricted
Company is unsecured; or Debt of any Restricted Company to the
Receivables Subsidiary; and

(f) Debt of any Restricted Company not otherwise
permitted by this SECTION 7.12, so long as (i) no Default or Potential
Default exists on the date any such Debt is created, incurred, or
assumed or arises after giving effect to such Debt incurrence; and
(ii) if such Debt is secured, on the date any such secured Debt is
created, incurred, or assumed, the principal amount of such secured
Debt when aggregated with the principal amount of all other secured
Debt of the Restricted Companies incurred in accordance with this
SECTION 7.12(f) does not exceed 10% of the book value of the
consolidated assets of the Restricted Companies determined as of the
date of, and with respect to, the Current Financials and the related
Compliance Certificate.

7.13 Liens. No Restricted Company will, directly or indirectly,
create, incur, or suffer or permit to be created or incurred or to exist any
Lien upon any of its assets, except:

(a) Liens securing Debt permitted to be incurred or
outstanding under SECTION 7.12(b) and SECTION 7.12(f), so long as (i)
with respect to Liens securing Existing Debt, such Liens are limited
to the assets securing such Existing Debt on the Closing Date (in the
case of Existing Debt described in PART A of SCHEDULE 7.12) or on the
MCI Merger Date (in the case of Existing Debt described in PART B of
SCHEDULE 7.12), (ii) no Default or Potential Default exists on the
date any such Lien is granted or created, (iii) the aggregate amount
of all Debt secured by such Liens does not exceed the aggregate amount
of secured Debt permitted by SECTIONS 7.12(b) and 7.12(f)(ii); and
(iv) the aggregate amount of Debt of Restricted Subsidiaries secured
by such Liens does not exceed the amount of Restricted Subsidiary Debt
permitted under SECTION 7.12;

(b) 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 under
SECTION 7.19(d);

(c) 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;

(d) Encumbrances consisting of zoning restrictions,
easements, or other restrictions on

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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;

(e) If no Lien has been agreed to or filed in any
jurisdiction, (i) claims and Liens for Taxes not yet due and payable,
(ii) mechanic's Liens and materialmen's Liens for services or
materials and similar Liens incident to construction and maintenance
of real property, in each case for which payment is not yet due and
payable, (iii) landlord Liens for rental not yet due and payable, and
(iv) Liens of warehousemen and carriers and similar Liens securing
obligations that are not yet due and payable;

(f) 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;

(g) Liens on the Receivables Program Assets created
pursuant to any Receivables Documents evidencing Accounts Receivable
Financing permitted by SECTION 7.19(d); and

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

7.14 Transactions with Affiliates. Except for those transactions
listed on SCHEDULE 7.14, no Restricted Company shall enter into any material
transaction with any of its Affiliates (excluding transactions among or between
Restricted Companies), other than (i) 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 (ii)
sales and contributions of Receivables Program Assets from Borrower or certain
Restricted Subsidiaries to the Receivables Subsidiary pursuant to an Accounts
Receivable Financing permitte by SECTION 7.19(d); provided, that, for the
purposes hereof, determinations of materiality shall be made in the good faith
judgment of Borrower with respect to the Restricted Companies taken as a whole.

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 Lenders.

7.16 Assignment. Without the express written consent of all
Lenders, Borrower shall not assign or transfer any of its Rights, duties, or
obligations under any of the Loan Papers.

7.17 Permitted Distributions. Borrower may not, directly or
indirectly declare, make, or pay any

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Distributions if any Default or Potential Default exists or will exist after
giving effect to any such Distribution. 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.

7.19 Sale of Assets. No Restricted Company shall, directly or
indirectly, sell, assign, transfer, or otherwise dispose of any of its assets
except: (a) disposition of obsolete or worn-out property or real property no
longer used or useful in its business; (b) the sale, discount, or transfer of
delinquent accounts receivable in the ordinary course of business for purposes
of collection; (c) sales of inventory in the ordinary course of business; (d)
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 Receivable Financings does not exceed $2,000,000,000 on any date
of determination; (e) asset sales between Restricted Companies; and (f) if no
Default or Potential Default then exists or arises as a result thereof,
additional sales or disposition of other assets, if after giving effect to such
sales or disposition, the aggregate book value of assets sold on and after the
Closing Date does not exceed 20% of the book value of the consolidated assets
of the Restricted Companies determined as of the date of, and with respect to,
the Current Financials and the related Compliance Certificate.

7.20 Mergers and Dissolutions; Sale of Capital Stock. No
Restricted Company will, directly or indirectly, merge or consolidate with any
other Person, other than (a) mergers or consolidations by Borrower with another
Person; (b) mergers or consolidations by any Restricted Subsidiary with another
Person, if a Restricted Subsidiary is the surviving or resulting entity; (c)
mergers or consolidations among Restricted Companies; (d) as previously
approved by Determining Lenders; and (e) mergers or consolidations between
Restricted Companies and Unrestricted Subsidiaries; provided that, under this
SECTION 7.20, unless previously approved by Determining Lenders, (i) in any
merger or consolidation involving Borrower, Borrower or a Permitted Successor
Corporation must be the surviving or resulting entity, (ii) in any merger or
consolidation involving a wholly-owned Restricted Subsidiary, a wholly-owned
Subsidiary must be the surviving or resulting entity; and, (iii) in any merger
or consolidation involving any other Restricted Company (including any
acquisition effected as a merger), a Restricted Subsidiary must be the
surviving or resulting 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 or consolidations
permitted under this SECTION 7.20, or (y) liquidations, wind ups, or
dissolutions of a Restricted Subsidiary if no Default or Potential Default
exists or would result therefrom and its proportionate share of assets (if any)
are transferred to a Restricted Company.

7.21 Designation of Unrestricted Companies. So long as no Default
or Potential Default exists or arises as a result thereof, Borrower may from
time to time designate a Subsidiary as an Unrestricted Subsidiary or designate
an Unrestricted Subsidiary as a Restricted Subsidiary; provided that, Borrower
shall (a) provide Administrative Agent written notification of such
designation, and (b) deliver to Administrative Agent a Compliance Certificate
demonstrating pro-forma compliance with SECTIONS 7.12 and 7.22 immediately
prior to and after giving effect to such designation.

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7.22 Financial Covenant. As calculated on a consolidated basis for
the Restricted Companies, Borrower shall never permit the ratio of Total Debt
to Total Capitalization, on any date of determination, to exceed 0.68 to 1.00.

7.24 Repayment of Certain Existing Debt. On or before the
thirtieth (30th) day following the Closing Date, Borrower shall repay in full
and cancel its commitment under the WorldCom/Brooks Fiber Loan. On the MCI
Merger Date, Borrower shall cause all Debt under the MCI Revolving Facility to
be repaid in full and the commitment thereunder cancelled. On the date of the
Debt repayment and commitment reduction required in this SECTION 7.24 in
connection with the WorldCom/Brooks Fiber Loan, Borrower shall provide
Administrative Agent with written confirmation and evidence that all such Debt
repayments and commitment terminations have been effected in accordance with
the requirements of this SECTION 7.24. Within five (5) Business Days after the
MCI Merger Date, Borrower shall provide Administrative Agent with written
confirmation that all such Debt repayments and commitment terminations have
been effected in connection with the MCI Revolving Facility.

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 (a) Borrower
to pay (i) Principal Debt within three days after the same becomes due in
accordance with the Loan Papers; (ii) 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; or (iii) the indemnifications and
reimbursements provided for in SECTIONS 3.15, 3.19, and 3.20 within ten days
after demand therefor as required by such Sections; or (b) any 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
3.15, 3.19, and 3.20) of the Restricted Companies, and such failure or refusal
continues for 15 days.

8.3 Debtor Relief. Borrower or any Material 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 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,

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bond, or otherwise discharge any one or more judgments or orders for the
payment of money (not paid or fully covered by insurance) in excess of
$100,000,000 (individually or collectively) or the equivalent thereof in
another currency or currencies, 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 the equivalent thereof in
another currency or currencies, which is not either (a) stayed on appeals; (b)
being diligently contested in good faith by appropriate proceedings with
adequate reserves having been set aside on the books of such Restricted Company
in accordance with GAAP, or (c) dismissed by a court of competent jurisdiction.

8.5 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 Default Under Other Agreements. (a) 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 $100,000,000 (or
the equivalent thereof in another currency or currencies) to become due and
payable by any Restricted Company (whether by acceleration or by its terms); or
(b) 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 (B), 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.

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such termination will exceed $100,000,000; 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 $100,000,000; 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 $100,000,000.

8.9 Default Under Facility A or Facility B. The occurrence and
continuance of a "Default" under either Facility A or Facility B.

SECTION 9 RIGHTS AND REMEDIES.

9.1 Remedies Upon Default.

(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 this
364-Day Facility Agreement has not already been accelerated under
SECTION 9.1(A), declare the entire unpaid balance of the Obligation
under this 364-Day Facility, or any part thereof, immediately due and
payable, whereupon it shall be due and payable; (ii) terminate the
commitments of Lenders to extend credit hereunder; (iii) reduce any
claim to judgment; (iv) to the extent permitted by Law, exercise (or
request each Lender to, and each Lender shall be entitled to,
exercise) the Rights of offset or banker's Lien against the interest
of Borrower in and to every account and other property of Borrower
which are in the possession of Administrative Agent or any Lender to
the extent of the full amount of the Obligation (to the extent
permitted by Law, 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

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Governmental Authority either for specific performance of any covenant
or condition contained in any of the Loan Papers or in aid of the
exercise of any Right granted to Administrative Agent or any Lender in
any of the Loan Papers.

9.2 Company Waivers. To the extent permitted by Law, 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. Lenders may perform any of
their duties or exercise any of their Rights under the Loan Papers by or
through their respective Representatives.

9.5 Not in Control. Nothing in any Loan Paper shall, or shall be
deemed to (a) give Administrative Agent, any Agent, or any Lender the Right to
exercise control over the assets (including real property), affairs, or
management of any 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 Lender acquiesces
in any non-compliance by any Consolidated Company with any Law or document, or
that Administrative Agent, any Agent, or any 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
Administrative Agent nor any 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
Administrative Agent and 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 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
Agents and Lenders in their respective good faith business judgment.

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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.

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 Lenders may reasonably request in connection
with the obtaining of any consent, approval, registration, qualification,
permit, license, or authorization of any Governmental Authority or other Person
necessary or appropriate for the effective exercise of any Rights under the
Loan Papers. Because Borrower agrees that Administrative Agent's and Lenders'
remedies at Law for failure of Borrower to comply with the provisions of this
paragraph would be inadequate and that such failure would not be adequately
compensable in damages, Borrower agrees that the covenants of this paragraph
may be specifically enforced.

9.10 Limitation of Rights. Notwithstanding any other provision of
this Agreement or any other Loan Paper, any action taken or proposed to be
taken by Administrative Agent or any other 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 Lenders, and
Administrative Agent incurred by Administrative Agent, or any 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.

9.12 Indemnification. BORROWER, FOR ITSELF AND ON BEHALF OF THE
OTHER RESTRICTED COMPANIES, INDEMNIFIES, PROTECTS, AND HOLDS ADMINISTRATIVE
AGENT, EACH OTHER 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

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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); OR (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; (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 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.

(a) Each Lender (including any Lender in its capacity as
an issuer of a Financial Hedge or as a Swing Line Lender) hereby
appoints NationsBank (and NationsBank hereby accepts such appointment)
as its nominee and agent, in its name and on its behalf: (i) to act
as nominee for and on behalf of such Lender in and under all Loan
Papers; (ii) to arrange the means whereby the funds of Lenders are to
be made available to Borrower under the Loan Papers; (iii) to take
such action as may be requested by any Lender under the Loan Papers
(when such Lender is entitled to make such request under the Loan
Papers and after such requesting Lender has obtained the concurrence
of such other Lenders as may be required under the Loan Papers); (iv)
to receive all documents and items to be furnished to Lenders under
the Loan Papers; (v) to

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be the secured party, mortgagee, beneficiary, and similar party in
respect of, and to receive, as the case may be, any collateral for the
benefit of Lenders; (vi) to timely distribute, and Administrative
Agent agrees to so distribute, to each Lender all material
information, requests, documents, and items received from Borrower
under the Loan Papers; (vii) to promptly distribute to each Lender its
ratable part of each payment or prepayment (whether voluntary, as
proceeds of collateral upon or after foreclosure, as proceeds of
insurance thereon, or otherwise) in accordance with the terms of the
Loan Papers; (viii) to deliver to the appropriate Persons requests,
demands, approvals, and consents received from Lenders; and (ix) to
execute, on behalf of Lenders, such releases or other documents or
instruments as are permitted by the Loan Papers or as directed by
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 Loan Papers or
applicable Law.

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

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

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responsible to account to Lenders for such other activities, and no
Lender shall have any interest in any other activities, any present or
future guaranties by or for the account of Borrower which are not
contemplated or included in the Loan Papers, any present or future
offset exercised by Administrative Agent 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 Loan Papers by reason of the general
description of indebtedness secured or of property contained in any
other agreements, documents or instruments related to any such other
activities; provided that, if any payments in respect of such
guaranties or such property or the proceeds thereof shall be applied
to reduction of the obligations of Borrower arising under the Loan
Papers, then each Lender shall be entitled to share in such
application ratably.

(e) Each Lender acknowledges that, and consents to,
NationsBank's also serving as the "Administrative Agent" under the
Facility A Agreement and the Facility B Agreement.

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

10.3 Proportionate Absorption of Losses. Except as 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 Loan Papers
by or through its Representatives. Administrative Agent and its
Representatives shall (a) be entitled to rely upon (and shall be protected in
relying upon) any writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telecopy, telegram, telex or teletype message, statement,
order, or other documents or conversation believed by it or them to be genuine
and correct and to have been signed or made by the proper Person and, with
respect to legal matters, upon opinion of counsel selected by Administrative
Agent, (b) be entitled to deem and treat each Lender as the owner and holder of
the Principal Debt owed to such Lender for all purposes until, subject to
SECTION 11.13, written notice of the assignment or transfer thereof shall have
been given to and received by Administrative Agent (and any request,
authorization, consent, or approval of any Lender shall be conclusive and
binding on each subsequent holder, assignee, or transferee of the Principal
Debt owed to such Lender or portion thereof until such notice is given and
received), (c) not be deemed to have notice of the occurrence of a Default
unless a responsible officer of Administrative Agent, who handles matters
associated with the Loan Papers and transactions thereunder, has actual
knowledge thereof or Administrative Agent has been notified thereof by a Lender
or Borrower, and (d) be entitled to consult with legal counsel (including
counsel for Borrower), independent accountants and other experts selected 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 the Agents 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 as found in a final, non-appealable
judgment by a court of competent jurisdiction; and none of the Agents
or any of their respective Representatives has a fiduciary
relationship with any Lender by virtue of the Loan Papers (provided
that nothing herein shall negate the obligation of Administrative
Agent to account for funds received by it for the account of any
Lender).

(b) Unless indemnified to its satisfaction against loss,
cost, liability, and expense, no 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 any Agent requests
instructions from Lenders or Determining Lenders, as the case may be,
with respect to any act or action (including, but not limited to, any
failure to act) in connection with any Loan Paper, or Loan Paper, such
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 any 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
Lender shall have any right of action against any Agent as a result of
such Agent's acting or refraining from acting hereunder in accordance
with the instructions of Determining Lenders.

(c) Agents shall not be responsible in any manner to any
Lender or any Participant for, and each Lender represents and warrants
that it has not relied upon Agents in respect of, (i) the
creditworthiness of any Restricted Company and the risks involved to
such Lender, (ii) the effectiveness, enforceability, genuineness,
validity, or the due execution of any Loan Paper, (iii) any
representation, warranty, document, certificate, report, or statement
made therein or furnished thereunder or in connection therewith, (iv)
the existence, priority, or perfection of any Lien hereafter granted
or purported to be granted under any Loan Paper, or (v) observation of
or compliance with any of the terms, covenants, or conditions of any
Loan Paper on the part of any Restricted Company. Each Lender agrees
to indemnify each 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 any Agent and its respective
Representatives are not reimbursed for such amounts by any Restricted
Company (provided that, no Agent and its respective Representatives
shall have the right to be indemnified hereunder for its or their own
fraud, gross negligence, or willful misconduct as found in a final,
non-appealable judgment by a court of competent jurisdiction).

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

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

10.7 Limitation of Liability. To the extent permitted by Law, (a)
no Agent (acting in its respective agent capacities) shall incur any liability
to any other Lender, Agent, or Participant, except for acts or omissions
resulting from its own fraud, gross negligence or wilful misconduct as found in
a final, non-appealable judgment by a court of competent jurisdiction, and (b)
no Agent, nor any 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 Agents and Lenders or among
Lenders.

10.9 Benefits of Agreement. Except for the representations and
covenants in SECTION 10.1(c) 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 Lenders and Agents; 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 Lender or
Agent to comply with such provisions.

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

SECTION 11 MISCELLANEOUS.

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

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 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

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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 other Agent and
each Lender is set forth on SCHEDULE 2.1, and for Borrower and each Restricted
Company is the address set forth by Borrower's signature on the signature page
of this Agreement. A copy of each communication to Administrative Agent shall
also be sent to Haynes and Boone, L.L.P., 901 Main Street, Dallas, Texas
75202, Fax: 214/651-5940, Attn: Karen S. Nelson; a copy of each communication
to any 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
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 Loan Papers shall survive
all closings under the Loan Papers and, except as otherwise indicated, shall
not be affected by any investigation made by any party. All rights of, and
provisions relating to, reimbursement and indemnification of Administrative
Agent, any Agent, or any Lender shall survive termination of this Agreement and
payment in full of the Obligation.

11.7 Governing Law. THE LOAN PAPERS HAVE BEEN ENTERED INTO PURSUANT
TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE LAWS (OTHER
THAN CONFLICT-OF-LAWS PROVISIONS THEREOF) OF THE STATE OF NEW YORK AND OF THE
UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES TO
THE LOAN PAPERS AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION
OF THE LOAN PAPERS.

11.8 Invalid Provisions. If any provision in any Loan Paper is
held to be illegal, invalid, or unenforceable, such provision shall be fully
severable; the appropriate Loan Paper shall be construed and enforced as if
such provision had never comprised a part thereof; and the remaining provisions
thereof shall remain in full force and effect and shall not be affected by such
provision or by its severance therefrom. Administrative Agent, Lenders, and
each 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
AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN
PAPERS EXECUTED BY ANY RESTRICTED COMPANY, ANY LENDER, ADMINISTRATIVE AGENT, OR
ANY OTHER AGENT (TOGETHER WITH ALL FEE LETTERS AS THEY RELATE TO THE PAYMENT OF
FEES AFTER THE CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
RESTRICTED COMPANIES, LENDERS, AND/OR 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 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

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or Hereafter Have to the Laying of Venue of Any Litigation Arising out of or in
Connection with the Loan Papers and the Obligation Brought in Any Such Court,
(C) irrevocably Waives Any Claims That Any Litigation Brought in Any Such Court
Has Been Brought in an Inconvenient Forum, (D) agrees to Designate and Maintain
an Agent for Service of Process in New York, New York in Connection with Any
Such Litigation and to Deliver to Administrative Agent Evidence Thereof, If
Requested, (E) irrevocably Consents to the Service of Process out of Any of the
Aforementioned Courts in Any Such Litigation by the Mailing of Copies Thereof
by Certified Mail, Return Receipt Requested, Postage Prepaid, at its Address
Set Forth Herein, (F) irrevocably Agrees That Any Legal Proceeding Against Any
Party Hereto Arising out of or in Connection with the Loan Papers or the
Obligation Shall Be Brought in One of the Aforementioned Courts, and (G)
irrevocably Waives, to the Fullest Extent Permitted by Law, its Respective
Rights to a Jury Trial of Any Claim or Cause of Action Based upon or Arising
out of Any Loan Paper or the Transactions Contemplated Thereby. The scope of
each of the foregoing waivers is intended to be all-encompassing of any and all
disputes that may be filed in any court and that relate to the subject matter
of this transaction, including, without limitation, contract claims, tort
claims, breach of duty claims, and all other common law and statutory claims.
Borrower (for itself and on behalf of each of its Subsidiaries) and each other
party to this 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 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 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 LOAN PAPER. In the event of Litigation, this Agreement may be filed
as a written consent to a trial by the court.

11.11 Amendments, Consents, Conflicts, and Waivers.

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

(b) Any amendment to or consent or waiver under this
Agreement or any Loan Paper which purports to accomplish any of the
following must be by an instrument in writing executed by Borrower and
executed (or approved, as the case may be) by each Lender, and, in the
case of any matter affecting Administrative Agent, by Administrative
Agent: (i) extends the due date or decreases the amount of any
scheduled payment of the Obligation arising under the Loan Papers
beyond the date specified in the Loan Papers; (ii) reduces the
interest rate or decreases the amount of interest, fees, or other sums
payable to Administrative Agent or Lenders hereunder (except such
reductions as are contemplated by this Agreement); (iii) changes the
definition of "APPLICABLE MARGIN" (other than changes having the
effect of increasing such Applicable Margin)," "DETERMINING LENDERS,"
"PRO RATA," or "PRO RATA PART" (other than modifications to the
definitions of "PRO RATA" or "PRO RATA PART" as a result of changes in
the definition of "COMMITMENT"), 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), SECTION 2.8 or any other matter specifically requiring the
consent of all Lenders hereunder. No amendment or waiver with respect
to the definition of "TERMINATION DATE" or "TERM LOAN MATURITY DATE"
may be made without the consent of all

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Lenders. Without the consent of such Lender, no Lender's "COMMITTED
SUM" under this 364-Day Facility 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 Lender, or any of their respective
Representatives with respect to exercising any Right of Administrative
Agent or any Lender hereunder shall operate as a waiver thereof. A
waiver must be in writing and signed by Administrative Agent and
Determining Lenders (or by all Lenders, if required hereunder) to be
effective, and such waiver will be effective only in the specific
instance and for the specific purpose for which it is given.

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

(a) This Agreement shall be binding upon, and inure to
the benefit of the parties hereto and their respective successors and
assigns, except that (i) assignments by Borrower are subject to the
restrictions of SECTION 7.16, and (ii) except as permitted under this
Section, no Lender may transfer, pledge, assign, sell any
participation in, or otherwise encumber its portion of the Obligation.

(b) Each Lender may assign to one or more Eligible
Assignees all or a portion of its Rights and obligations under this
Agreement and the other Loan Papers (including, without limitation,
all or a portion of its Borrowings, its Notes [to the extent such
Principal Debt owed to such 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 Lender or an assignment of all of a Lender's Rights
and obligations under this Agreement and the other Loan
Papers, any such partial assignment (when aggregated with the
amounts of any concurrent assignments under Facility B and/or
Facility A by the assigning Lender to the same assignee) shall
be in an amount at least equal to $10,000,000, but in no event
shall an assigned interest in any of Facility A, Facility B,
or the 364-Day Facility be less than $1,000,000 (except in
case of an assignment of all of such 364-Day Facility Lender's
interest in any such facility);

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

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

(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 Principal Debt owed to the assigning Lender is
evidenced by any Notes) and a processing fee of $3,500;

(vi) no Swing Line Lender may assign any portion
of its obligations under the Swing Line Subfacility and its
related portion of the Revolving Commitment, unless such
assignment is being made in connection with the sale of all
such Swing Line Lender's Rights and interests under the Loan
Papers.

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 Lender under the Loan Papers and the assigning
Lender shall, to the extent of such assignment, relinquish its rights
and be released from its obligations under the 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 3.20(d).

(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 Lenders and the
Commitment, and principal amount of the Borrowings owing to, each
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 Lenders may
treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of the Loan Papers. The Register shall be
available for inspection by Borrower or any 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 11.13,
SCHEDULE 2.1 shall automatically be deemed amended (to the extent
required) by Administrative Agent to reflect the name, address, and
respective 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 Principal Debt owed to
the assigning 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) Each Lender may sell participations to one or more
Persons (each a "PARTICIPANT") in all or a portion of its Rights,
obligations, or Rights and obligations under this Agreement and
related Loan Papers (including all or a portion of its Committed Sum
or its portion of Borrowings advanced under this Agreement); provided,
however, that (i) such Lender's obligations under this Agreement
shall remain unchanged; (ii) such Lender shall remain solely
responsible to the other parties hereto for the

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performance of such obligations; (iii) the Participant shall be
entitled to the benefit of the yield protection provisions contained
in SECTIONS 3.15, 3.19, and 3.20 (so long as Borrower shall not be
obligated to pay any amount in excess of the amount that would be due
to such Lender under such Sections as though no participations have
been made) and the right of set-off contained in SECTION 3.13; (iv)
Borrower shall continue to deal solely and directly with such Lender
in connection with such Lender's Rights and obligations under this
Agreement and the other Loan Papers and such Lender shall retain the
sole Right to enforce the obligations of Borrower relating to
Borrowings under this Agreement and its Notes (to the extent the
Principal Debt owed to such Lender is evidenced by Notes) and to
approve any amendment, modification, or waiver of any provision of
this Agreement (other than amendments, modifications, or waivers
decreasing the amount of principal of or the rate at which interest is
payable on the Principal Debt, extending any scheduled principal
payment date or date fixed for the payment of interest on the
Principal Debt, or extending such Lender's Committed Sum); and (v)
such Lender shall be solely responsible for any withholding taxes or
any filing or reporting requirements relating to such participation
and shall hold Borrower and Administrative Agent and their respective
successors, permitted assigns, officers, directors, employees, agents,
and representatives harmless against the same. Except in the case of
the sale of a participating interest to another Lender, the relevant
participation agreement shall not permit the Participant to transfer,
pledge, assign, sell participations in, or otherwise encumber its
portion of the Obligation, 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
Agreement, any Lender may at any time assign and pledge all or any
portion of its Borrowings and its Notes (to the extent the Principal
Debt owed to such 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 Lender from its obligations
hereunder.

(g) Any Lender may furnish any information concerning the
Consolidated Companies in the possession of such Lender from time to
time to Eligible Assignees and Participants (including prospective
Eligible Assignees and Participants), subject, however, to the
provisions of SECTION 11.15 hereof.

11.14 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 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 3.15, 3.19, 3.20, 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.

11.15 Confidentiality. All information furnished by or on behalf of
any Restricted Company in connection with or pursuant to this Agreement or any
of the Loan Papers (including but not limited to in connection with or pursuant
to the negotiation, preparation or requirements hereof or thereof), which
information has been identified as confidential by any Restricted Company,
shall be held by Administrative Agent, each other Agent, each Lender, and each
Participant (collectively, the "LENDER PARTIES") in accordance with its
customary procedures for handling confidential information of this nature and
in accordance with safe and sound banking

364-DAY REVOLVING
CREDIT AND TERM LOAN AGREEMENT

60
<PAGE> 66
practices, and no Lender Party shall disclose any of such information to any
other Person; provided that any Lender or Participant may make disclosure (a)
to its attorneys or accountants, provided that such Lender or Participant shall
direct such attorneys or accountants to maintain such information in confidence
in accordance with the provisions of this SECTION 11.15, 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 11.15, (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 11.15 (or of any agreement or obligation to be
bound by this SECTION 11.15) 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.]

364-DAY REVOLVING
CREDIT AND TERM LOAN AGREEMENT

61
<PAGE> 67
SCHEDULE 2.1

LENDERS AND COMMITTED SUMS

<TABLE>
<CAPTION>
NAME AND ADDRESS OF LENDERS 364-DAY FACILITY COMMITMENT PERCENTAGE
COMMITTED SUMS
<S> <C> <C>
NationsBank, N.A., successor in interest by merger to $180,500,000.00 2.578571428571429%
NationsBank of Texas, N.A.
Communications Finance Division
Attn: David C. Williams
901 Main Street, 64th Floor
Dallas, TX 75202

ABN AMRO Bank, N.V. $220,000,000.00 3.142857142857143%
Attn: Jerry Snider
One Ravinia Dr., Suite 1200
Atlanta, GA 30346

Banca Commerciale Italiana - New York Branch $150,000,000.00 2.142857142857143%
Attn: Karen Purelis, Vice President
One William St.
New York, NY 10004

Banca Di Roma - Chicago Branch $50,000,000.00 0.714285714285714%
Attn: Aurora Pensa, Vice President
225 West Washington
Suite 1200
Chicago, IL 60606

Banca Popolare di Milano, New York Branch $75,000,000.00 1.071428571428571%
Attn: Fulvio Montanari, Assistant Vice President
375 Park Avenue
9th Floor
New York, NY 10152

Banco Central Hispanoamericano S.A. $50,000,000.00 0.714285714285714%
Attn: Sen Louie, Credit Manager
50 Broadway
New York, NY 10004

Banco Nazionale del Lavoro S.p.A., New York Branch $50,000,000.00 0.714285714285714%
Giulio Giovine, Vice President
25 West 51st Street
New York, NY 10019

Bank of America National Trust and Savings Association $171,500,000.00 2.450000000000000%
Attn: Fred Thorne, Vice President
555 California Street, 41st Floor (SFCP #9048)
San Francisco, CA 94104

Bank of Hawaii $25,000,000.00 0.357142857142857%
Attn: Eric Pelletier
1850 N. Central Avenue
Suite 400
Phoenix, AZ 85004

Bank of Montreal $116,500,000.00 1.664285714285714%
Attn: Ola Anderssen
Director, Communications/Media
430 Park Avenue
New York, NY 10022
</TABLE>

364-DAY FACILITY - SCHEDULE 2.1
<PAGE> 68
<TABLE>
<CAPTION>
NAME AND ADDRESS OF LENDERS 364-DAY FACILITY COMMITMENT PERCENTAGE
COMMITTED SUMS
<S> <C> <C>
The Bank of New York $116,500,000.00 1.664285714285714%
Attn: Vincent L. Pacilio, Sr. Vice President
One Wall Street, 16th Floor
New York, NY 10286

The Bank of Nova Scotia $101,500,000.00 1.450000000000000%
Attn: Paul Gonin, Relationship Manager
Houston Representative Office
1100 Louisiana St., Suite 3000
Houston, TX 77002

Bank of Tokyo-Mitsubishi Trust Company $116,500,000.00 1.664285714285714%
Attn: Emile ElNems
Vice President
1251 Avenue of the Americas, 12th Floor
New York, NY 10020-1104

Bankers Trust Company $270,000,000.00 3.857142857142857%
Attn: Gregory Shefrin
130 Liberty Street, 34th Floor
New York, NY 10006

Banque Nationale de Paris $160,500,000.00 2.292857142857143%
Attn: Nuala Marley, Vice President
499 Park Ave, 2nd Floor
New York, NY 10022

Barclays Bank PLC $171,500,000.00 2.450000000000000%
Attn: J. K. Downey, Director
388 Market Street, Suite 1700
San Francisco, CA 94111

Bayerische Hypotheken - Und Wechsel-Bank AG $50,000,000.00 0.714285714285714%
Attn: Christian Walter, Vice President
32 Old Slip
New York, NY 10005

Bayerische Landesbank Girozentrale Cayman Islands $75,000,000.00 1.071428571428571%
Branch
Attn: Jim Boyle, Account Manager
560 Lexington Ave., 17th Floor
New York, NY 10022

Canadian Imperial Bank of Commerce $96,500,000.00 1.378571428571429%
Attn: Erik Piecuch
c/o CIBC Oppenheimer
425 Lexington Avenue
New York, NY 10017

CARIPLO-Cassa di Risparmio delle Provincie Lombarde $100,000,000.00 1.428571428571429%
SpA
Attn: Anthony Giobbi, First Vice President
10 East 53th Street
36th Floor
New York, NY 10022

The Chase Manhattan Bank $171,500,000.00 2.450000000000000%
Attn: John J. Huber,
Managing Director, Global Media and Telecommunications
Group
270 Park Avenue, 37th Floor
New York, NY 10017
</TABLE>

2 364-DAY FACILITY - SCHEDULE 2.1
<PAGE> 69
<TABLE>
<CAPTION>
NAME AND ADDRESS OF LENDERS 364-DAY FACILITY COMMITMENT PERCENTAGE
COMMITTED SUMS
<S> <C> <C>
Citibank, N.A. $171,500,000.00 2.450000000000000%
Attn: Eric Huttner
Vice President
c/o Citicorp Securities, Inc.
399 Park Avenue, 8th Floor (Zone 5)
New York, NY 10043

Commerzbank Aktiengesellschaft, Atlanta Agency $270,000,000.00 3.857142857142857%
Attn: Brian Campbell
1230 Peachtree Street N.E.
Suite 3500
Atlanta, GA 30309

Credit Lyonnais New York Branch $116,500,000.00 1.664285714285714%
Attn: John Judge, Vice President
1301 Avenue of the Americas
New York, NY 10019

Credit Suisse First Boston $170,000,000.00 2.428571428571428%
Attn: Todd Morgan, Director
11 Madison Avenue, 20th Floor
New York, NY 10010

The Dai-Ichi Kangyo Bank, Limited $125,000,000.00 1.785714285714286%
Attn: Guenter Kittel, Vice President
Account Officer
Marquis Two Tower, Suite 2400
285 Peachtree Center Ave, N.E.
Atlanta, GA 30303

Den Danske Bank Akrieselskab, Cayman Islands Branch $50,000,000.00 0.714285714285714%
c/o Den Danske Bank, New York Branch
Attn: Peter L. Hargraves, Vice President
280 Park Avenue, 4th Floor East Building
New York, NY 10017

Deutsche Bank AG, New York and/or Cayman Islands $270,000,000.00 3.857142857142857%
Branch
Attn: Jon D. Storck
Relationship Manager, Credit
31 West 52nd Street, 14th Floor
New York, NY 10019

DG BANK $75,000,000.00 1.071428571428571%
Deutsche Genossenschaftsbank Cayman Island Branch
Attn: Jim Yeager
303 Peachtree Street, N.E.
Atlanta, GA 30308

Dresdner Bank AG, New York and Grand Cayman Branch $150,000,000.00 2.142857142857143%
Attn: Constance Loosemore
75 Wall Street
New York, NY 10005

First American National Bank $20,000,000.00 0.285714285714286%
Attn: William R. Stutts, Senior Vice President
6000 Poplar Ave.
Suite 300
Memphis, TN 38119
</TABLE>

3 364-DAY FACILITY - SCHEDULE 2.1

<PAGE> 70
<TABLE>
<CAPTION>
NAME AND ADDRESS OF LENDERS 364-DAY FACILITY COMMITMENT PERCENTAGE
COMMITTED SUMS
<S> <C> <C>
The First National Bank of Chicago $145,500,000.00 2.078571428571429%
Attn: Ronna Bury-Prince, Vice President
One First National Plaza, Suite 0629
Chicago, IL 60670

The First National Bank of Maryland $50,000,000.00 0.714285714285714%
Attn: Janet C. Buresh, Vice President
601 13th Street, NW
Suite 1000N
Washington, DC 20005

Fleet National Bank $46,500,000.00 0.664285714285714%
Attn: Sue Anderson, Vice President
1 Federal St. MA/OF/DO3D
Boston, MA 02109

Fuji Bank, Limited $120,000,000.00 1.714285714285714%
Attn: Clarence Mahovlich, Vice President
Marquis One Tower, Suite 2100
245 Peachtree Center Ave., N.E.
Atlanta, GA 30303-1208

Gulf International Bank B.S.C. $25,000,000.00 0.357142857142857%
Attn: Mireille Khalidi, Assistant Vice President
380 Madison Ave.- 21st Floor
New York, NY 10017

The Industrial Bank of Japan, Limited, Atlanta Agency $126,500,000.00 1.807142857142857%
Attn: James Masters, Vice President
One Ninety One Peachtree Tower, Suite 3600
191 Peachtree Street, N.E.
Atlanta, GA 30303-1757

KBC Bank N.V. $25,000,000.00 0.357142857142857%
Attn: Christine Park, Vice President
125 West 55th St
New York, NY 10019

Lehman Commercial Paper Inc. $270,000,000.00 3.857142857142857%
Attn: Chris Wahl
c/o Bankers Trust Company
Corporate Trust & Agency Group
4 Albany Street - 7th Floor
New York, NY 10006

Lloyds Bank Plc $270,000,000.00 3.857142857142857%
Attn: Windsor Davis
575 5th Avenue
New York, NY 10017

Mellon Bank, N.A. $170,000,000.00 2.428571428571428%
Attn: Henry Beukema, Vice President
One Mellon Bank Center, Room 4440
500 Grant St.
Pittsburgh, PA 15258

Morgan Guaranty Trust Company of New York $171,500,000.00 2.450000000000000%
Attn: George Stapleton
Vice President
60 Wall Street, 3rd Floor
New York, NY 10260-0060
</TABLE>

4 364-DAY FACILITY - SCHEDULE 2.1
<PAGE> 71
<TABLE>
<CAPTION>
NAME AND ADDRESS OF LENDERS 364-DAY FACILITY COMMITMENT PERCENTAGE
COMMITTED SUMS
<S> <C> <C>
Norddeutsche Landesbank Girozentrale, New York Branch $25,000,000.00 0.357142857142857%
and/or Cayman Islands Branch
Attn: Stephanie Finnen, Vice President
1270 Avenue of the Americas, 14th Floor
New York, NY 10020

The Norinchukin Bank New York Branch $25,000,000.00 0.357142857142857%
Attn: Takaaki Yamamiya
Vice President
245 Park Avenue, 29th Floor
New York, NY 10167

PNC Bank, National Association $50,000,000.00 0.714285714285714%
Attn: Daniel Hopkins, Communications Director
Communications Division MS F2-F070-21-1
1600 Market Street, 21st Floor
Philadelphia, PA 19103

Royal Bank of Canada $171,500,000.00 2.450000000000000%
Attn: Tom Byrne, Senior Manager
One Liberty Plaza
New York, NY 10006

Salomon Brothers Holding Company Inc $270,000,000.00 3.857142857142857%
Attn: Caesar W. Wyszomirski/Nicolas Erni
Vice President/Vice President
Seven World Trade Center, 42nd Floor
New York, NY 10048

The Sanwa Bank, Limited $150,000,000.00 2.142857142857143%
Attn: John T. Feeney, Vice President
55 E. 52nd Street
New York, NY 10055

SouthTrust Bank National Association $25,000,000.00 0.357142857142857%
Attn: Noble Jones, Vice President
600 W. Peachtree Street
27th Floor
Atlanta, GA 30308

The Sumitomo Bank, Limited $125,000,000.00 1.785714285714286%
Attn: William S. Rogers, Assistant Vice President
700 Louisiana, Suite 1750
Houston, TX 77002

SunTrust Bank, South Florida, N.A. $15,000,000.00 0.214285714285714%
Attn: Steve Apodaca
515 E. Las Olas Boulevard, 7th Floor
Ft. Lauderdale, FL 33301

Toronto Dominion (Texas), Inc. $166,500,000.00 2.378571428571429%
Attn: Randy Bingham, Investment
Banking/Communications
31 West 52nd Street
New York, New York 10019

UBS AG New York Branch, successor in interest to Union $145,500,000.00 2.078571428571429%
Bank of Switzerland, New York Branch
Attn: Robert H. Riley III
Executive Director
299 Park Ave, 40th Floor
New York, NY 10171
</TABLE>

5 364-DAY FACILITY - SCHEDULE 2.1
<PAGE> 72
<TABLE>
<CAPTION>
NAME AND ADDRESS OF LENDERS 364-DAY FACILITY COMMITMENT PERCENTAGE
COMMITTED SUMS
<S> <C> <C>
Wachovia Bank, N.A. $105,500,000.00 1.507142857142857%
Attn: Karin E. Reel
Vice President
191 Peachtree St., N.E., 29th Floor
Atlanta, GA 30303

Wells Fargo Bank, N.A. $100,000,000.00 1.428571428571429%
Attn: Judy A. Vodhanel
707 Wilshire Blvd., 16th Floor
MAC 2818-165
Los Angeles, CA 90017

Westpac Banking Corporation $25,000,000.00 0.357142857142857%
Attn: Kate V. Perry, Assistant Vice President
575 Fifth Avenue
New York, NY 10017

Westdeutsche Landesbank Girozentrale, New York Branch $245,000,000.00 3.500000000000000%
Attn: Walter T. Duffy III
1211 Avenue of the Americas
New York, NY 10036
Totals $7,000,000,000.00 100.00%
</TABLE>

6 364-DAY FACILITY - SCHEDULE 2.1
<PAGE> 73
SCHEDULE 2.3

SWING LINE LENDERS AND SWING LINE COMMITTED SUMS

<TABLE>
<CAPTION>
NAME AND ADDRESS OF SWING LINE LENDERS SWING LINE
COMMITTED SUMS
<S> <C>
NationsBank, N.A. $25,000,000.00
Communications Finance Division
Attn: David C. Williams
901 Main Street, 64th Floor
Dallas, Texas 75202

Bank of America NT & SA $25,000,000.00
Attn: Fred Thorne
Vice President
555 California Street, 41st Floor, SFCP9048
San Francisco, CA 94104

Barclays Bank PLC $25,000,000.00
Attn: James Downey
Director
388 Market Street, Suite 1700
San Francisco, CA 94111

The Chase Manhattan Bank $25,000,000.00
Attn: John J. Huber, III
Managing Director, Media and Telecommunications Group
270 Park Avenue, 37th Floor
New York, NY 10017

Citibank, N.A. $25,000,000.00
Attn: Eric Huttner
Vice President
c/o Citicorp Securities, Inc.
399 Park Avenue, 8th Floor (Zone 5)
New York, NY 10043

Morgan Guaranty Trust Company of New York $25,000,000.00
Attn: George Stapleton
Vice President
60 Wall Street, 22nd Floor
New York, NY 10260-0060

Royal Bank of Canada $25,000,000.00
Attn: Tom Byrne
Sr. Manager
Financial Square - 24th Floor
New York, New York 10005-3531

Totals $175,000,000.00
</TABLE>

364-DAY FACILITY - SCHEDULE 2.3
<PAGE> 74
SCHEDULE 5.1

CONDITIONS PRECEDENT TO CLOSING

(as used herein, the term "CURRENT DATE" means any
date not more than 60 days prior to the Closing Date)

The Agreement shall not become effective unless Administrative Agent has
received all of the following (unless otherwise indicated, all documents shall
be dated as of August 6, 1998, and all terms used with their initial letters
capitalized are used herein with their meanings as defined in the Facility A
Agreement):

1. The Agreement. The Agreement (together with all Schedules and
Exhibits thereto) executed by Borrower, each Lender and
Administrative Agent.

2. Notes. With respect to any Lender requesting Notes pursuant
to SECTION 3.1(b), a Revolving Note and Competitive Bid Note
in the forms of EXHIBIT A-1 and EXHIBIT A-2, respectively, one
payable to each such requesting Lender.

3. Articles of Incorporation. A copy of the Second Amended and
Restated Articles of Incorporation of Borrower, accompanied by
a certificate that such copy is correct and complete, dated
the Closing Date, executed by the President or a Vice
President and the Secretary or Assistant Secretary of
Borrower.

4. Bylaws. A copy of the Bylaws of Borrower and all amendments
thereto, accompanied by a certificate that such copy is
correct and complete, dated the Closing Date and executed by
the President or Vice President and the Secretary or Assistant
Secretary of Borrower.

5. Good Standing and Authority. Certificates of the Georgia
Secretary of State, dated a Current Date, to the effect that
Borrower is in good standing (to the extent such information
is available) and is duly qualified to transact business in
such jurisdiction.

6. Incumbency. Certificates of incumbency dated as of the
Closing Date with respect to all officers and "authorized
representatives" of Borrower who will be authorized to execute
or attest any of the Loan Papers on behalf of Borrower,
executed by the President, a Vice President, the Secretary or
an Assistant Secretary of Borrower.

7. Resolutions. Copies of resolutions duly adopted by the Board
of Directors of Borrower approving this Agreement and the
other Loan Papers and authorizing the transactions
contemplated in such Loan Papers, accompanied by a certificate
of the Secretary or an Assistant Secretary of Borrower dated
as of the Closing Date certifying that such copy is a true and
correct copy of resolutions duly adopted at a meeting of
(which may be held by conference telephone or similar
communications equipment by means of which all Persons
participating in a meeting can hear each other if permitted by
applicable Law and, if required by such Law, by its Bylaws),
or by the unanimous written consent of (if permitted by
applicable Law and, if required by such Law, by its Bylaws),
the Board of Directors of Borrower, and that such resolutions
constitute all the resolutions adopted with respect to such
transactions, have not been amended, modified, or revoked in
any respect (except as any such resolution may be modified by
any such other resolution), and are in full force and effect
as of the Closing Date.

8. Opinions of Counsel to the Companies. The opinions of counsel
to the Companies, addressed to Administrative Agent and
Lenders, substantially in the form of EXHIBIT F-1 and the
opinion of New York counsel to the Restricted Companies,
substantially in the form of EXHIBIT F-2.

364-DAY FACILITY - SCHEDULE 5.1

<PAGE> 75
9. Payment of Closing Fees and Expenses. Payment of all fees
payable on or prior to the Closing Date to Administrative
Agent as provided for in SECTION 4 of the Agreement, together
with reimbursements to Administrative Agent for all reasonable
fees and expenses incurred in connection with the negotiation,
preparation, and closing of the transactions evidenced by the
Loan Papers (including, without limitation, attorneys' fees
and expenses).

10. Current Financials. True and correct copies of the Current
Financials have been delivered to Administrative Agent.

11. Other Documents. Such other agreements, documents,
instruments, opinions, certificates, and evidences as
Administrative Agent may reasonably request. Administrative
Agent shall, upon request of Borrower, confirm to Borrower
that it has received all such items so requested.

2 364-DAY FACILITY - SCHEDULE 5.1
<PAGE> 76
SCHEDULE 7.12

EXISTING DEBT

[To Be Provided]

364-DAY FACILITY - SCHEDULE 7.12
<PAGE> 77
SCHEDULE 7.14

TRANSACTIONS WITH AFFILIATES

1. WorldCom, Inc. ("WORLDCOM" or "COMPANY") leases approximately
139,700 square feet of space for its East Rutherford, New
Jersey headquarters, of which approximately 31,000 square feet
is used by Metromedia Company ("METROMEDIA"). The Metromedia
portion of the rent is approximately $692,000 per year. The
entire lease is for a 15-year period, with various partial
termination options. In addition, Metromedia guaranteed all
of WorldCom's obligations under the lease for the East
Rutherford, New Jersey headquarters. WorldCom also subleased
or leased from certain of its affiliates certain additional
office space in Secaucus, New Jersey; New York, New York; and
Columbia, Maryland. The Company is currently evaluating these
properties and leases to determine what action it will take
thereunder.

2. Pursuant to the terms of separate leases of microwave
transmission facilities, the Company as successor to
Metromedia Communications Corporation ("MCC") is obligated to
make the following estimated minimum payments to Metromedia
over the remaining terms of the leases, one of which expires
in 1997 and the others expire in 2001: $18,353,000 (1996),
$11,367,000 (1997), and $14,547,000 (in the aggregate for the
years from 1998 through 2001). In addition, at the end of the
term of each of the leases, the Company may purchase the
equipment covered by such lease at a price to be determined at
such date in accordance with the provisions of each lease.

3. Indemnity Agreements - IDB WorldCom, Inc. entered into an
indemnity agreement with certain of its Affiliates. The
agreements indemnify such persons against certain liabilities
arising out of their service in their capacities as directors
and/or officers and prevent IDB from modifying its
indemnification policy in a way that is adverse to any person
who is a party to one of the agreements.

4. On August 23, 1995, Metromedia converted its Series 1
Preferred Stock into 21,876,976 shares of Common Stock and
exercised warrants to acquire 3,106,976 shares of Common Stock
and sold its position of 30,849,976 shares of Common Stock in
a public offering. In connection with the preferred stock
conversion, the Company made a non-recurring payment of $15.0
million to Metromedia, representing a discount to the minimal
nominal dividend that would have been payable on the Series 1
Preferred Stock prior to the September 15, 1996 optional call
date of approximately $26.6 million (which amount included an
annual dividend requirement of $24.5 million plus accrued
dividends to such call date). The Company did not receive any
proceeds from the sale of the shares, but did receive
approximately $33.7 million in proceeds from the concurrent
exercise of such warrants. In May 1995, Metromedia exercised
its right to purchase approximately 3.1 million shares of
Common Stock for $30.7 million under purchase warrants.
Metromedia is a Delaware general partnership, of which the
sole partners are a trust affiliated with Mr. Kluge and Mr.
Subotnick. Ms. Kessell and Messrs. Kluge and Subotnick are
officers of Metromedia.

364-DAY FACILITY - SCHEDULE 7.14

<PAGE> 78

EXHIBIT A-1

FORM OF REVOLVING NOTE

$_____________ August 6, 1998

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of
____________________ ("LENDER"), at the offices of NATIONSBANK, N.A., as
Administrative Agent under the Credit Agreement (as hereinafter described), on
the Termination Date, the lesser of (i) ________________________ ($______ ____)
and (ii) the aggregate Principal Debt (other than under the Competitive Bid
Subfacility or the Swing Line Subfacility) disbursed by Lender to Borrower and
outstanding and unpaid on the 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 364-Day Revolving Credit and Term Loan Agreement, dated as of
August 6, 1998 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, Lender, other lenders named
therein, Administrative Agent, and the other Agents, and is one of the "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 LENDER AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND
INTERPRETATION HEREOF.

WORLDCOM, INC.

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

364-DAY FACILITY - EXHIBIT A-1
<PAGE> 79
EXHIBIT A-2

FORM OF COMPETITIVE BID NOTE

August 6, 1998

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of
____________________ ("LENDER"), at the offices of NATIONSBANK, N.A. (as
successor in interest by merger to NationsBank of Texas, N.A.), as
Administrative Agent under the Credit Agreement (as hereinafter described):

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

(2) on the Termination Date, the aggregate principal
amount of all Competitive Borrowings disbursed by Lender to Borrower
under this 364-Day Facility and outstanding and unpaid on the
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 364-Day Revolving Credit and Term Loan Agreement, dated as of
August 6, 1998 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, Lender, other lenders named
therein, Administrative Agent, and the other Agents, and is one of the
"Competitive Bid Notes" referred to therein. Unless defined herein,
capitalized terms used herein that are defined in the Credit Agreement have the
meaning given to such terms in the Credit Agreement. Reference is made to the
Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights,
payment of attorneys' fees, court costs and other costs of collection, certain
waivers by Borrower and others now or hereafter obligated for payment of any
sums due hereunder and security for the payment hereof. Without limiting the
immediately preceding sentence, reference is made to SECTION 3.8 of the Credit
Agreement for usury savings provisions.

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

WORLDCOM, INC.

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

364-DAY FACILITY - EXHIBIT A-2
<PAGE> 80
EXHIBIT A-3

FORM OF SWING LINE NOTE

$_____________________ August 6, 1998

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of
____________________________________________ ("SWING LINE LENDER") at the
offices of NationsBank, N.A., as Administrative Agent under the Credit
Agreement (as hereinafter described), on the Termination Date, the aggregate
principal amount of Borrowings under the Swing Line Subfacility disbursed by
Swing Line Lender to Borrower and outstanding and unpaid on the Termination
Date and on such other dates as provided in the Credit Agreement (as
hereinafter described) (together with accrued and unpaid interest thereon).

This note has been executed and delivered under, and is subject to the
terms of, the 364-Day Revolving Credit and Term Loan Agreement, dated as of
August 6, 1998 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, Swing Line Lender, other lenders
named therein, Administrative Agent, and the other Agents, and is one of the
"Swing Line 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, terms, and conditions of Swing Line Borrowings hereunder, 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.

WORLDCOM, INC.

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

364-DAY FACILITY - EXHIBIT A-3
<PAGE> 81
EXHIBIT A-4

FORM OF TERM NOTE

$_____________ ______________, ____

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of _____________
(the "LENDER"), at the offices of NATIONSBANK, N.A., as Administrative Agent
for the Lender and others as hereinafter described, on the Term Loan Maturity
Date, the amount of ____________________ ($_____________) (together with
accrued and unpaid interest thereon).

This note has been executed and delivered under, and is
subject to the terms of, the 364-Day Revolving Credit and Term Loan Agreement,
dated as of August 6, 1998 (as amended, modified, supplemented, or restated
from time to time, the "CREDIT AGREEMENT"), among Borrower, the Lender and
other lenders named therein, the Administrative Agent, and the 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 LENDER AND THE VALIDITY, CONSTRUCTION,
ENFORCEMENT, AND INTERPRETATION HEREOF.

WORLDCOM, INC.

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

364-FACILITY - EXHIBIT A-4
<PAGE> 82
EXHIBIT B-1

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

Date: ________________, ____

NATIONSBANK, N.A.,
as Administrative Agent
NationsBank Plaza, 13th Floor
901 Main Street
Dallas, TX 75202
Attn: Mickey McLean
Fax: (214) 508-2515

Reference is made to (i) the 364-Day Revolving Credit and Term Loan
Agreement, dated as of August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among the undersigned, the
Lenders, Administrative Agent, and the other 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 the Credit Agreement that it requests a Borrowing (other than a
Competitive Borrowing or Swing Line Borrowing) under the Credit Agreement, and
in that connection sets forth below the terms on which such Borrowing is
requested to be made:

<TABLE>
<S> <C> <C>
(A) Borrowing Date(1) (A)
------------------------

(B) Amount of Borrowing(2) (B)
------------------------

(C) Type of Borrowing(3) (C)
------------------------
(D) For a Eurodollar Rate Borrowing, the
Interest Period and the last day thereof(4) (D)
------------------------
</TABLE>

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

(a) this Borrowing will not cause the Principal Debt to
exceed the 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);

364-DAY FACILITY - EXHIBIT B-1
<PAGE> 83
(c) no Default or Potential Default has occurred and is
continuing; and

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

Very truly yours,

WORLDCOM, INC.

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

364-Day Facility Rate:_____________________

Confirmed by:______________________________

___________________________________________

(1) Must be a Business Day occurring prior to the Termination Date and be
at least (i) three Business Days following receipt by Administrative
Agent of this Notice of Borrowing for any Eurodollar Rate Borrowing,
and (ii) one Business Day following receipt by Administrative Agent of
this Notice of Borrowing for any Base Rate Borrowing.

(2) Not less than $5,000,000 or an integral multiple of $1,000,000 (if a
Base Rate Borrowing); not less than $10,000,000 or a greater integral
multiple of $1,000,000 (if a Eurodollar Rate Borrowing).

(3) Eurodollar Rate Borrowing or Base Rate Borrowing.

(4) Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months, or, if available to
all Lenders, 9 or 12 months. In no event may the Interest Period end
after the Termination Date.

1 364-DAY FACILITY - EXHIBIT B-1
<PAGE> 84
EXHIBIT B-2

FORM OF NOTICE OF CONVERSION

Date: ________________, ____

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

Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement, dated as August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among the undersigned, the
Lenders, the Administrative Agent and the other Agents under the Credit
Agreement. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement. The
undersigned hereby gives you notice pursuant to SECTION 3.10 of the Credit
Agreement that it elects to convert a Borrowing (other than a Competitive
Borrowing or Swing Line Borrowing) under the 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>
<S> <C> <C>
(A) Date of conversion or last day of applicable Interest
Period(1) (A)
--------------

(B) Type and principal amount of existing Borrowing being
converted or continued(2) (B)
--------------

(C) New Type of Borrowing selected (or Type of Borrowing
continued)(3) (C)
--------------
(D) For conversion to, or continuation of, a Eurodollar
Rate Borrowing, Interest Period selected and the last
day thereof(4) (D)
--------------
</TABLE>

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

364-Day Rate:_____________

364-DAY FACILITY - EXHIBIT B-2
<PAGE> 85
Confirmed by:_____________________

__________________________________

(1) Must be a Business Day at least (i) three Business Days following receipt
by Administrative Agent 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 Administrative Agent (as applicable) of this Notice of
Conversion for a conversion from a Eurodollar Rate Borrowing to a Base Rate
Borrowing.

(2) Not less than $5,000,000 or an integral multiple of $1,000,000 (if a Base
Rate Borrowing); not less than $10,000,000 or a greater integral multiple
of $1,000,000 (if a Eurodollar Rate Borrowing).

(3) Eurodollar Rate Borrowing or Base Rate Borrowing.

(4) Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months, or, if available to all
Lenders 9 or 12 months. In no event may the Interest Period end after the
Termination Date.

2 364-DAY FACILITY - EXHIBIT B-2
<PAGE> 86
EXHIBIT B-3

FORM OF TERM CONVERSION REQUEST

________________, ____(1)

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

Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement, dated as of August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among the undersigned, the
Lenders named therein, the Administrative Agent, and other 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 2.5 of the Credit Agreement that it requests the
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:

<TABLE>
<S> <C> <C>
(A) Type of Borrowing(s)(2) _______________
(B) For Eurodollar Rate Borrowings, the
Interest Period(s) and the last day(s)
thereof(3) _______________
(C) Term Conversion Date _______________
</TABLE>

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

Borrower hereby certifies that on the Term Conversion Date specified
herein and after giving effect to the Term Loan conversion, no Default or
Potential Default has occurred and is continuing.

Very truly yours,

WORLDCOM, INC.

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

Rate:________

364-DAY FACILITY - EXHIBIT B-3
<PAGE> 87
Confirmed by:_________________________

(1) This Term Conversion Request must be delivered by Borrower to
Administrative Agent no sooner than 90 days (and not later
than 10 days) preceding the Termination Date.
(2) Eurodollar Rate Borrowing(s) or Base Rate Borrowing(s).
(3) Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months, or, if
available to all Lenders, 9 or 12 months. In no event may the
Interest Period(s) end after the Termination Date in effect on
the date of this Term Conversion Request.

2 364-DAY FACILITY - EXHIBIT B-3
<PAGE> 88
EXHIBIT B-4

FORM OF COMPETITIVE BID REQUEST

Date: ________________, ____

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

Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement, dated as of August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among the undersigned, the
Lenders, Administrative Agent, and the other Agents under the Credit Agreement.
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 2.3(b) of the Credit Agreement that
it requests a Competitive Borrowing, and in that connection sets forth below
the terms on which such Competitive Borrowing is requested to be made:

<TABLE>
<S> <C> <C>
(A) Borrowing Date of Competitive Borrowing(1) (A)
-------------------------

(B) Principal amount of Competitive Borrowing(2) (B)
-------------------------

(C) Type of Borrowing(3) (C)
-------------------------
(D) Interest Period and the last day thereof(4) (D)
-------------------------
</TABLE>

Accompanying this notice is payment of the competitive bid fee payable
to Administrative Agent for its own account pursuant to SECTION 4.2 of the
Credit Agreement.

Borrower hereby certifies that the following statements are true on
the date hereof, and will be true on the Borrowing Date specified herein after
giving effect to such Borrowing:

(a) this Borrowing will not cause the Principal Debt to
exceed the Commitment;

(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);

364-DAY FACILITY - EXHIBIT B-4
<PAGE> 89
(d) the funding of such Borrowing is permitted by Law.

Very truly yours,

WORLDCOM, INC.

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

___________________________

(1) Must be a Business Day occurring prior to the Termination Date and be at
least (i) four Business Days following receipt by Administrative Agent 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 Administrative Agent of this Competitive Bid Request
for any Competitive Borrowing that will be comprised of Fixed Rate
Borrowings.

(2) Not less than $5,000,000 (and in integral multiples of $1,000,000
thereafter), and not greater than the lesser of (i) the unused and
available portion of the Commitment.

(3) Eurodollar Rate Borrowing or Fixed Rate Borrowing.

(4) Eurodollar Rate Borrowing -- 1, 2, 3 or 6 months, or if available to all
Lenders, 9 or 12 months; Fixed Rate Borrowing -- up to 6 months. But in no
event may the Interest Period end after the Termination Date.

2 364-DAY FACILITY - EXHIBIT B-4
<PAGE> 90
EXHIBIT B-5

FORM OF NOTICE TO LENDERS OF COMPETITIVE BID REQUEST

Date: ________________, ____
[Name of Lender]
[Address of Lender]
Attention: ______________________

Reference is made to (i) the 364-Day Revolving Credit and Term Loan
Agreement, dated as of August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among WorldCom, Inc., the
Lenders, the Administrative Agent for the Lenders, and the other Agents under
the Credit Agreement. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
Borrower delivered a Competitive Bid Request dated ___________, ____, pursuant
to SECTION 2.3(b) of the Credit Agreement, and in that connection you are
invited to submit a Competitive Bid by [Date]/[Time].(1) Your Competitive Bid
must comply with SECTION 2.3(c) of the Credit Agreement and the terms set
forth below on which the Competitive Bid Request was made:

<TABLE>
<S> <C> <C>
(A) Borrowing Date of Competitive Borrowing (a Business (A)
Day) ------------------------

(B) Principal amount of Competitive Borrowing (B)
------------------------
(C) Type of Borrowing (C)
------------------------
(D) Interest Period and the last day thereof (D)
------------------------
</TABLE>

Very truly yours,

NATIONSBANK, N.A., as Administrative
Agent under the Credit Agreement

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

______________________________

(1) The Competitive Bid must be received by the Administrative Agent (i) in the
case of Eurodollar Rate Borrowings, not later than 10:00 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.

364-DAY FACILITY - EXHIBIT B-5
<PAGE> 91
EXHIBIT B-6

FORM OF COMPETITIVE BID

Date: ________________, ____

NATIONSBANK, N.A.,
as Administrative Agent for the Lenders
under the Credit Agreement described 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 the 364-Day Revolving
Credit and Term Loan Agreement, dated as of August 6, 1998 (as amended,
modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"),
among WorldCom, Inc. (the "BORROWER"), Lenders, Administrative Agent, and the
other Agents under the Credit Agreement. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement. The undersigned hereby makes a Competitive Bid pursuant to SECTION
2.3(c) of the Credit 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>
<S> <C> <C>
(A) Principal Amount(1) (A)
---------------------------
(B) Competitive Bid Rate(2) (B)
---------------------------
(C) Interest Period and the last day thereof(3) (C)
---------------------------
</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
2.3(e) of the Credit Agreement.

Very truly yours,

[NAME OF LENDER]
By
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------

______________________

(1) 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
Credit Lender's Committed Sum under the Credit Agreement (subject to the
limitations set forth in SECTION 2.3(A) of the Credit Agreement). Multiple
bids will be accepted by Administrative Agent.
(2) 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).
(3) The Interest Period must be the Interest Period specified in the
Competitive Bid Request.

364-DAY FACILITY - EXHIBIT B-6
<PAGE> 92
EXHIBIT B-7

FORM OF SWING LINE BORROWING REQUEST

Date: ________________, ____

Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement dated as of August 6, 1998 (as amended, modified, supplemented, or
restated, from time to time, the "CREDIT AGREEMENT"), among the undersigned,
the Lenders, Administrative Agent, and the other Agents under the Credit
Agreement. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement. The
undersigned hereby gives you notice pursuant to SECTION 2.2(b) of the Credit
Agreement that it requests a Swing Line Borrowing under the Credit Agreement,
and in that connection sets forth below the terms on which such Swing Line
Borrowing is requested to be made:

<TABLE>
<S> <C> <C>
(A) Date of Swing Line Borrowing (which is a (A)
---------------------------
Business Day)

(B) Principal Amount of Swing Line Borrowing(1) (B)
---------------------------

Upon acceptance of any or all of the Swing Line Borrowings made by the
Swing Line Lenders in response to this request, the undersigned shall be deemed
to have represented and warranted that the conditions specified in SECTION
5.2(c), (d), (e), and (f) of the Credit Agreement have been satisfied.

Very truly yours,

WORLDCOM, INC.

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

______________________________

(1) Not less than $1,000,000 (and in integral multiples of $250,000).

(2) Alternate Rate Swing Line Borrowing or Quoted Swing Line Borrowing.

364-DAY FACILITY - EXHIBIT B-7
<PAGE> 93
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>

364-DAY FACILITY - EXHIBIT C
<PAGE> 94
PAYMENT INSTRUCTIONS

FED WIRE INSTRUCTIONS

<TABLE>
<S> <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

2 364-DAY FACILITY - EXHIBIT C
<PAGE> 95
EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

FOR ENDED ,
--------------- -----------------

DATE: ,
------------------ ----------

ADMINISTRATIVE AGENT: NationsBank, N.A.

BORROWER: WorldCom, Inc.

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

This certificate is delivered under the 364-Day Revolving Credit and
Term Loan Agreement, dated as of August 6, 1998 (as amended, modified,
supplemented, or restated from time to time, the "CREDIT AGREEMENT") among
Borrower, Lenders, Administrative Agent, and the other Agents under the Credit
Agreement. Capitalized terms used herein and not otherwise defined herein
shall have the meaning given to such terms in the Credit Agreement.

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
attached to this certificate were prepared in accordance with GAAP, and present
fairly in all material respects the consolidated financial condition and
results of operations of Consolidated 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 SECTION 7.22 of the Credit Agreement at the end of the Subject
Period is as set forth on ANNEX I to this certificate;

364-DAY FACILITY - EXHIBIT D
<PAGE> 96
(e) as of the date hereof, to my knowledge, the aggregate secured
Debt (including, without limitation, the amounts outstanding as of the date
hereof under Capital Leases) of the Restricted Companies restricted by SECTION
7.12(F) of the Credit Agreement is $_____________________ [which amount is
equal to or less than $____________________ (being 10% of the book value of the
consolidated assets of the Restricted Companies as of the end of the Subject
Period)]; and

(f) as of the date hereof, to my knowledge, the aggregate Debt of
the Restricted Subsidiaries is $_________________, which amount does not
exceed $ ____________________ [(being (i) 10% of the book value of the
consolidated assets of the Restricted Companies as of the end of the Subject
Period)] plus (ii) the principal amount of all Existing Debt of MCI and its
Subsidiaries on and after the MCI Merger Date.

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

2 364-DAY FACILITY - EXHIBIT D
<PAGE> 97
ANNEX I TO COMPLIANCE CERTIFICATE

Status of Compliance with SECTION 7.22
of the Credit Agreement1

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

<TABLE>
<S> <C> <C> <C>
1. SECTION 7.22 - TOTAL DEBT TO TOTAL CAPITALIZATION
-------------------------------------------------

a. Total Debt of Consolidated Companies(1) $
-------------------------------------------

b. Total Debt of Unrestricted Companies $
-----------------------------------

c. Total Debt of Restricted Companies (Line a minus Line b) $
-------------------------------------------

d. Consolidated Net Worth of Consolidated Companies(1) $
-----------------------------------

e. Consolidated Net Worth of Unrestricted Companies $
-------------------------------------------

f. Consolidated Net Worth of Restricted Companies
(Line d minus Line e) $
-----------------------------------

g. Total Capitalization(1) (Sum of Line c and Line f) $
-----------------------------------

h. Ratio of Line c to Line g :
------------------------------------

i. Maximum Ratio for Subject Period 0.68 : 1.0
</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.

3 364-DAY FACILITY - EXHIBIT D
<PAGE> 98
EXHIBIT E

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement dated as of August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT") among WORLDCOM, INC., a
Georgia corporation ("BORROWER"), Lenders, the Co-Syndication Agents (each such
term as defined in the Credit Agreement), and NATIONSBANK, N.A., as the
Administrative Agent under the Credit Agreement ("ADMINISTRATIVE AGENT").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit 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 Credit
Agreement and the related 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 or any obligations to fund any
Swing Line Borrowing in Assignor's capacity as a Swing Line Lender [unless the
Assignor is selling all of its Rights and obligations under the Loan Papers],
but including any participations by the Assignor in any Swing Line Borrowings
pursuant to SECTION 2.2 of the Credit Agreement). After giving effect to such
sale and assignment, the Assignor's and the Assignee's Committed Sums and the
amount of the Borrowings under the Credit Agreement 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
Loan Papers or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the 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 Loan Paper or the performance or observance by any such party of any of
its obligations under the Loan Papers or any other instrument or document
furnished pursuant thereto; and (iv) attaches the Notes held by the Assignor
(to the extent the 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 Credit 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
Credit 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 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 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 Credit 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 Credit Agreement are required to be performed by it as a Lender; and
(vi) attaches any U.S. Internal Revenue Service or other forms required under
SECTION 3.20(d) of the Credit Agreement.

364-DAY - EXHIBIT E
<PAGE> 99
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 Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the Rights and obligations of 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 Credit Agreement.

6. Upon such acceptance and recording by Administrative Agent,
from and after the Effective Date, Administrative Agent shall make all payments
under the Credit Agreement, the Notes (to the extent the 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 Credit Agreement and the other Loan Papers for periods
prior to the Effective Date directly between themselves.

7. Unless the Assignee is a Lender or an Affiliate of 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 Credit 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 11.13(b)(v) of the Credit
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.

2 364-DAY - EXHIBIT E
<PAGE> 100
SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE AGREEMENT
(364-DAY FACILITY)

<TABLE>
<S> <C>
1. Assigned Interest:*

(a) Assignor's Committed Sum prior to giving effect to the Assignment to
Assignee $___________________

(b) Aggregate Borrowings owed to Assignor (inclusive of participations
in Swing Line Borrowings, if any), immediately prior to giving
effect to the assignment to Assignee $___________

(c) Aggregate Borrowings owed to Assignor (exclusive of participations
in Swing Line Borrowings, if any), immediately prior to giving
effect to the assignment to Assignee $___________

(d) Percentage Interest in Commitment and Borrowings being assigned to
Assignee by Assignor (not less than $10,000,000, when aggregated
with any concurrent assignments from Assignor to Assignee under
Facility A and Facility B, but in no event less than $1,000,000) ___________________%

2. Adjustments after giving effect to Assignment between Assignor and
Assignee:

(a) Assignor's Committed Sum $___________

(b) Assignee's Committed Sum acquired from Assignor pursuant to this
Assignment $___________

(d) Assignee's Borrowings (inclusive of Swing Line Borrowings, if any)
acquired from Assignor pursuant to this Assignment $___________________

(e) Assignor's aggregate Borrowings (exclusive of participations in
Swing Line Borrowings, if any) $___________________

(f) Assignee's Borrowings (exclusive of Swing Line Borrowings if any)
acquired from Assignor pursuant to the Assignment $___________________

3. Effective Date (if other than date of acceptance by Administrative
Agent): *_________________, _______
</TABLE>

__________________________________

* Each assignment shall exclude Competitive Borrowings and Swing Line
Borrowings unless Assignor is assigning 100% of its interest under
Facility A.

3 364-DAY - EXHIBIT E
<PAGE> 101
SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE AGREEMENT
(364-DAY FACILITY)
(PAGE 2 OF 2)

[NAME OF ASSIGNOR], as Assignor

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

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

[NAME OF ASSIGNEE], as Assignee

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

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

4 364-DAY - EXHIBIT E
<PAGE> 102
If SECTION 11.13(b) and CLAUSE (c) of the definition of "Eligible
Assignee" of the Credit Agreement so require, Borrower and Administrative Agent
consent to this Assignment and Acceptance.

WORLDCOM, INC., as Borrower

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

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

NATIONSBANK, 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 the Administrative Agent under the
Credit Agreement.

5 364-DAY - EXHIBIT E
<PAGE> 103
EXHIBIT F-1

FORM OF OPINION OF GENERAL COUNSEL OF BORROWER

August 6, 1998

NationsBank, N.A., in its capacity as
Administrative Agent

Each of the Agents and the Lenders named in Schedules 2.1 to the Credit
Agreement referred to below

RE: CREDIT FACILITY 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 364-Day Revolving Credit and Term Loan
Agreement dated as August 6, 1998 (the "CREDIT AGREEMENT") among Borrower, the
lenders named on SCHEDULE 2.1 to the Credit Agreement ("LENDERS"), NationsBank,
N.A., as the "Administrative Agent" under the Credit Agreement (in such
capacity, the "ADMINISTRATIVE AGENT") and the other "Agents" under the Credit
Agreement.

This opinion is delivered pursuant to SECTION 5.1 of the Credit
Agreement and PARAGRAPH 8 of SCHEDULE 5.1 to the Credit Agreement. Unless
otherwise defined, each capitalized term used herein has the meaning given to
such term in the Credit Agreement.

In arriving at the opinions expressed below, I or attorneys employed
by Borrower and acting under my supervision have examined such corporate
documents and records of the Consolidated Companies 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 Credit Agreement (collectively, the "NOTES") only, the forms of Notes
attached as Exhibits to the Credit Agreement) of (i) the Credit Agreement, and
(ii) 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 Administrative Agent, the other Agents, and the Lenders with
their respective covenants and undertakings contained in the Transaction
Documents.

As to certain matters of New York law, I understand you will rely
solely upon the opinions of Bryan Cave LLP.

Based upon the foregoing, and subject to the qualifications and
limitations herein contained, it is my opinion that:

364-DAY FACILITY - EXHIBIT F-1
<PAGE> 104
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 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.

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).

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.

2 364-DAY FACILITY - EXHIBIT F-1
<PAGE> 105
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;

(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;

(g) with regard to any provisions of the Transaction
Documents whereby a party purports to indemnify another party against
its own negligence or misconduct; and

(h) as to matters subject to the jurisdiction of the FCC,
state public utility commissions, or any other communications or
similar regulatory authorities.

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 Administrative Agent, each other Agent, each Lender, each
assignee which hereafter becomes a Lender as permitted by the Credit Agreement
and the law firm of Haynes and Boone, L.L.P. is entitled to rely hereon without
my prior written consent. This opinion is given as of the date hereof, and I
have no obligation to revise or update this opinion subsequent to the date
hereof or to advise you or any other person of any matter subsequent to the
date hereof which would cause me to modify this opinion in whole or in part.

Very truly yours,

William E. Anderson,
General Counsel

364-DAY FACILITY - EXHIBIT F-1
<PAGE> 106
EXHIBIT F-2

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

August 6, 1998

NationsBank, N.A.,
as Administrative Agent

Each of the Agents and Lenders named on SCHEDULE 2.1 to the Credit Agreement
referred to below:

Ladies and Gentlemen:

We have acted as special New York counsel to WorldCom, Inc., a Georgia
corporation (the "BORROWER"), in connection with the negotiation, preparation,
and execution of the 364-Day Revolving Credit and Term Loan Agreement (the
"CREDIT AGREEMENT") dated as of August 6, 1998, by and among the Borrower, the
Lenders referred to on SCHEDULE 2.1 of the Credit Agreement ("LENDERS"),
NationsBank, N.A. (as successor in interest by merger to NationsBank of Texas,
N.A.), as the "Administrative Agent" under the Credit Agreement (the "CREDIT
ADMINISTRATIVE AGENT") and the other "Agents" under the Credit Agreement
(collectively, "AGENTS"):

This opinion is furnished to you pursuant to SECTIONS 5.1 of the
Credit Agreement and PARAGRAPH 8 of SCHEDULE 5.1 of the Credit Agreement.
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the Credit Agreement.

For purposes of the opinions expressed herein, we have examined the
following documents:

(a) A copy of the Credit Agreement;

(b) A copy of the form of the Notes issuable under the Credit
Agreement;

(c) 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) and (b) 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.

364-DAY FACILITY - EXHIBIT F-2
<PAGE> 107
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 the
Credit Agreement have been duly authorized, executed, and delivered by the
Administrative Agent, the Agents, and the Lenders and that the Administrative
Agent, the Agents, and the Lenders have the requisite corporate power and
authority to execute, deliver, and perform the Credit Agreement.

Based on the foregoing and in reliance thereon, and subject to the
assumptions, exceptions, limitations and qualifications set forth in this
opinion, we are of the opinion that:

(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 the
Credit Agreement by the Borrower in accordance with the terms
of the Credit Agreement will not violate Regulation U.

This opinion is subject to the additional exceptions, limitations and
qualifications set forth below:

Enforceability of the Transactions Documents are subject to:

(1) the effect of bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting the
rights and remedies of creditors generally, including:

2 364-DAY FACILITY - EXHIBIT F-2
<PAGE> 108
ipso facto and anti-assignment clauses and the
coverage of pre-petition security agreements
applicable to property acquired after a petition is
filed.