Exhibit 10.1

                       364-DAY REVOLVING CREDIT AGREEMENT

                                      among

                                 WORLDCOM, INC.,
                                    BORROWER

               BANK OF AMERICA, N.A. and THE CHASE MANHATTAN BANK,
                            CO-ADMINISTRATIVE AGENTS

         BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC.,
                  JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS

      BANC OF AMERICA SECURITIES LLC, J.P. MORGAN SECURITIES INC., SALOMON
                   SMITH BARNEY INC., ABN AMRO BANK N.V., and
                         DEUTSCHE BANC ALEX. BROWN INC.,
                                  CO-ARRANGERS

                                 CITIBANK, N.A.,
                                SYNDICATION AGENT

            ABN AMRO BANK N.V. and DEUTSCHE BANK AG NEW YORK BRANCH,
                             CO-DOCUMENTATION AGENTS

                                       and

                            THE LENDERS NAMED HEREIN,
                                     LENDERS

                                 $2,650,000,000

                            DATED AS OF JUNE 8, 2001

<PAGE>

                               TABLE OF CONTENTS
                                                                            PAGE

SECTION 1   DEFINITIONS AND TERMS............................................1
      1.1   Definitions......................................................1
      1.2   Number and Gender of Words; Other References....................16
      1.3   Accounting......................................................17

SECTION 2   BORROWING PROVISIONS............................................17
      2.1   The Facility....................................................17
      2.2   Competitive Bid Subfacility.....................................17
      2.3   Optional Renewal of Commitments.................................20
      2.4   Conversion to Term Loans........................................22
      2.5   Termination of Commitments......................................23
      2.6   Borrowing Procedure.............................................23

SECTION 3   TERMS OF PAYMENT................................................24
      3.1   Loan Accounts, Notes, and Payments..............................24
      3.2   Interest and Principal Payments.................................25
      3.3   Interest Options................................................26
      3.4   Quotation of Rates..............................................26
      3.5   Default Rate....................................................26
      3.6   Interest Recapture..............................................26
      3.7   Interest Calculations...........................................26
      3.8   Maximum Rate....................................................27
      3.9   Interest Periods................................................27
      3.10  Conversions.....................................................27
      3.11  Order of Application............................................28
      3.12  Sharing of Payments, Etc........................................29
      3.13  Offset..........................................................29
      3.14  Booking Borrowings..............................................29
      3.15  Increased Cost and Reduced Return...............................29
      3.16  Limitation on Types of Loans....................................30
      3.17  Illegality......................................................31
      3.18  Treatment of Affected Loans.....................................31
      3.19  Compensation; Replacement of Lenders............................32
      3.20  Taxes...........................................................32

SECTION 4   FEES............................................................34
      4.1   Treatment of Fees...............................................34
      4.2   Fees of Administrative Agent....................................34
      4.3   Facility Fees...................................................35

SECTION 5   CONDITIONS PRECEDENT............................................35
      5.1   Conditions Precedent to Closing.................................35
      5.2   Conditions Precedent to Each Borrowing..........................35

SECTION 6   REPRESENTATIONS AND WARRANTIES..................................36


                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT

                                       ii

<PAGE>

      6.1   Purpose of Credit Facility......................................36
      6.2   Existence, Good Standing, Authority, and Authorizations.........36
      6.3   Authorization and Contravention.................................37
      6.4   Binding Effect..................................................37
      6.5   Financial Statements............................................37
      6.6   Litigation, Claims, Investigations..............................37
      6.7   Taxes...........................................................37
      6.8   Environmental Matters...........................................37
      6.9   ERISA Compliance................................................38
      6.10  Properties; Liens...............................................38
      6.11  Government Regulations..........................................38
      6.12  No Default......................................................38
      6.13  Senior Indebtedness.............................................38

SECTION 7   COVENANTS.......................................................38
      7.1   Use of Proceeds.................................................39
      7.2   Books and Records...............................................39
      7.3   Items to be Furnished...........................................39
      7.4   Inspections.....................................................40
      7.5   Taxes...........................................................40
      7.6   Payment of Obligations..........................................41
      7.7   Maintenance of Existence, Assets, and Business..................41
      7.8   Insurance.......................................................41
      7.9   Preservation and Protection of Rights...........................41
      7.10  Employee Benefit Plans..........................................41
      7.11  Environmental Laws..............................................41
      7.12  Debt............................................................42
      7.13  Liens...........................................................42
      7.14  Transactions with Affiliates....................................43
      7.15  Compliance with Laws and Documents..............................44
      7.16  Assignment......................................................44
      7.17  Permitted Distributions.........................................44
      7.18  Restrictions on Subsidiaries....................................44
      7.19  Sale of Assets..................................................44
      7.20  Mergers and Dissolutions........................................44
      7.21  Designation of Unrestricted Companies...........................45
      7.22  Financial Covenant..............................................45

SECTION 8   DEFAULT.........................................................45
      8.1   Payment of Obligation...........................................45
      8.2   Covenants.......................................................45
      8.3   Debtor Relief...................................................46
      8.4   Judgments and Attachments.......................................46
      8.5   Misrepresentation...............................................46
      8.6   Change of Control...............................................46
      8.7   Default Under Other Agreements..................................46
      8.8   Employee Benefit Plans..........................................47
      8.9   Validity and Enforceability of Loan Papers......................47


                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT
                                      ii

<PAGE>

SECTION 9   RIGHTS AND REMEDIES.............................................47
      9.1   Remedies Upon Default...........................................47
      9.2   Company Waivers.................................................48
      9.3   Performance by Administrative Agent.............................48
      9.4   Delegation of Duties and Rights.................................48
      9.5   Not in Control..................................................48
      9.6   Course of Dealing...............................................49
      9.7   Cumulative Rights...............................................49
      9.8   Application of Proceeds.........................................49
      9.9   Certain Proceedings.............................................49
      9.10  Limitation of Rights............................................49
      9.11  Expenditures by Lenders.........................................50
      9.12  INDEMNIFICATION.................................................50

SECTION 10  AGREEMENT AMONG LENDERS.........................................51
      10.1  Administrative Agent............................................51
      10.2  Expenses........................................................53
      10.3  Proportionate Absorption of Losses..............................53
      10.4  Delegation of Duties; Reliance..................................53
      10.5  Limitation of Liability.........................................54
      10.6  Default; Collateral.............................................55
      10.7  Limitation of Liability.........................................55
      10.8  Relationship of Lenders.........................................55
      10.9  Benefits of Agreement...........................................55
      10.10 Agents..........................................................55

SECTION 11  MISCELLANEOUS...................................................55
      11.1  Headings........................................................55
      11.2  Nonbusiness Days................................................56
      11.3  Communications..................................................56
      11.4  Form and Number of Documents....................................56
      11.5  Exceptions to Covenants.........................................56
      11.6  Survival........................................................56
      11.7  Governing Law...................................................56
      11.8  Invalid Provisions..............................................57
      11.9  Entirety........................................................57
      11.10 Jurisdiction; Venue; Service of Process; Jury Trial.............57
      11.11 Amendments, Consents, Conflicts, and Waivers....................58
      11.12 Multiple Counterparts...........................................58
      11.13 Successors and Assigns; Assignments and Participations..........59
      11.14 Discharge Only Upon Payment in Full; Reinstatement in
            Certain Circumstances...........................................61
      11.15 Confidentiality.................................................61

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT

                                     iii

<PAGE>

                             SCHEDULES AND EXHIBITS

Schedule 2.1       -     Lenders and 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 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 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

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT

                                      iv

<PAGE>

                      364-DAY REVOLVING CREDIT AGREEMENT

      THIS 364-DAY REVOLVING CREDIT AGREEMENT is entered into as of June 8,
2001, among WORLDCOM, INC., a Georgia corporation ("BORROWER"), certain Lenders
(hereinafter defined), BANK OF AMERICA, N.A. and THE CHASE MANHATTAN BANK, as
Co-Administrative Agents (hereinafter defined), for themselves and the Lenders
(hereinafter defined), CITIBANK, N.A., as Syndication Agent (hereinafter
defined), and ABN AMRO BANK N.V. and DEUTSCHE BANK AG NEW YORK BRANCH, as
Co-Documentation Agents (hereinafter defined).

                                   RECITALS

      A. Borrower has requested that Lenders extend credit to Borrower in the
form of this 364-Day Revolving Credit Agreement (the "AGREEMENT"), providing for
a 364-day revolving credit facility in the aggregate principal amount of
$2,650,000,000.

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

      Accordingly, in consideration of the mutual covenants contained herein,
the parties hereto 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 amendments, modifications, supplements, restatements, or
extensions of the facility as permitted herein) described in and subject to the
limitations of this Agreement.

      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 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.

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      1

<PAGE>


      ADMINISTRATIVE AGENT means Bank of America, N.A. and its permitted
successors or assigns as "ADMINISTRATIVE AGENT" for Lenders under this
Agreement.

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

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

      AGENTS means, collectively, Co-Administrative Agents, Syndication Agent,
and Co-Documentation Agents.

      AGREEMENT means this 364-Day Revolving Credit Agreement and all Exhibits
and Schedules hereto, as each may be amended, modified, supplemented, or
restated from time to time.

      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.

      APPLICABLE MARGIN means the lowest percentage set forth in the table below
for the Type of Borrowing or Facility 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>

-------------------------------------------------------------------------
           RATINGS                         APPLICABLE MARGIN
                                -----------------------------------------
                                               EURODOLLAR
                                 BASE RATE        RATE     FACILITY FEES
                                 BORROWINGS    BORROWINGS
-------------------------------------------------------------------------
<S>                               <C>          <C>            <C>
          CATEGORY 1
A or higher by S&P;               0.0000%        0.290%       0.0600%
A2 or higher by Moody's
-------------------------------------------------------------------------
          CATEGORY 2
A- by S&P;                        0.0000%       0.3300%       0.0700%
A3 by Moody's
-------------------------------------------------------------------------
          CATEGORY 3
BBB+ by S&P;                      0.0000%       0.3500%       0.1000%
Baa1 by Moody's
-------------------------------------------------------------------------
</TABLE>

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      2

<PAGE>

<TABLE>
<CAPTION>

-------------------------------------------------------------------------
           RATINGS                         APPLICABLE MARGIN
                                -----------------------------------------
                                               EURODOLLAR
                                 BASE RATE        RATE     FACILITY FEES
                                 BORROWINGS    BORROWINGS
-------------------------------------------------------------------------
<S>                               <C>           <C>           <C>
          CATEGORY 4
BBB by S&P;                       0.0000%       0.5000%       0.1250%
Baa2 by Moody's
-------------------------------------------------------------------------
          CATEGORY 5
BBB- or lower by S&P;             0.0000%       0.6500%       0.1500%
Baa3 or lower by Moody's
-------------------------------------------------------------------------
          CATEGORY 6              0.0000%       0.8000%       0.2000%
BB+ or lower by S&P;
Ba1 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 6; (ii) if only one of Moody's or S&P shall
have in effect a rating for Index Debt, Borrower and 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 higher Category (with Category 1 being the highest and Category
6 being the lowest); (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 Category higher than the lower of the
actual debt 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 publicly
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 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 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) Notwithstanding the foregoing, on any date of determination of the
Applicable Margin for Eurodollar Rate Borrowings, if the sum of the Principal
Debt and the "COMMITMENT USAGE" (as such term is defined in the Multi-Year
Agreement) exceeds 50% of the Total Commitment, then the Applicable Margin for
Eurodollar Rate Borrowings shall be increased by .075% (such increased amount
being herein referred to as, the "UTILIZATION FEE").

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      3

<PAGE>

      APPROVED FUND means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

      ARRANGERS means Banc of America Securities LLC and J.P. Morgan Securities
Inc. and their respective successors and assigns, in their capacity as joint
lead arrangers and joint book managers.

      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.

      BANK OF AMERICA means Bank of America, N.A., in its individual capacity as
a Lender, and its permitted successors and assigns.

      BASE RATE means, for any day, a fluctuating 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 rate of interest in effect for such day as publicly announced
from time to time by Bank of America as its "PRIME RATE." Such rate is a rate
set by Bank of America based upon various factors including Bank of America's
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate. Any change in such rate announced by Bank of
America shall take effect at the opening of business on the day specified in the
public announcement of such change.

      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 such amount constitutes an original
disbursement of funds (as a Committed Borrowing, Competitive Borrowing, or
otherwise) 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 2.6(a).

      BUSINESS DAY means (a) for all purposes, any day OTHER THAN Saturday,
Sunday, and any other day on which commercial banking institutions are required
or authorized by Law to be closed in Dallas, Texas, or New York, New York, and
(b) in addition to the foregoing, in respect of any 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.

      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, Administrative Agent, and Lenders, and all conditions precedent
specified in SECTION 5.1 have been satisfied or waived.

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT

                                      4

<PAGE>

      CO-ADMINISTRATIVE AGENTS means Bank of America, N.A. and The Chase
Manhattan Bank, and their respective permitted successors or assigns as
"CO-ADMINISTRATIVE AGENTS" for Lenders under the Loan Papers.

      CO-ARRANGERS means Banc of America Securities LLC, J.P. Morgan Securities
Inc., Salomon Smith Barney Inc., ABN AMRO Bank N.V., and Deutsche Banc Alex.
Brown Inc., and their respective permitted successors or assigns as
"CO-ARRANGERS" under this Agreement.

      CO-DOCUMENTATION AGENTS means ABN AMRO Bank N.V. and Deutsche Bank AG New
York Branch, and their respective permitted successors or assigns as
"CO-DOCUMENTATION AGENTS" under the Loan Papers.

      CODE means the INTERNAL REVENUE CODE OF 1986, as amended, TOGETHER WITH
rules and regulations promulgated thereunder.

      COMMITMENT means an amount (subject to availability, reduction, or
cancellation as provided in this Agreement) equal to $2,650,000,000.

      COMMITMENT PERCENTAGE means, on any date of determination for any Lender,
the proportion which any Lender's Committed Sum bears to the Commitment then in
effect (without reference to any Competitive Bids or Competitive Borrowing then
outstanding).

      COMMITTED BORROWING means any Borrowing under the credit facility
described in SECTION 2.1, other than a Competitive Borrowing.

      COMMITTED SUM means, on any date of determination for any Lender, the
amount stated beside its name on SCHEDULE 2.1 (as such amount may be subject to
availability, increase, reduction, adjustment, or cancellation from time to time
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 2.2.

      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 2.2, (a) in the case of a Eurodollar Rate Borrowing, the
margin which shall be added to or subtracted from the Adjusted Eurodollar Rate,
and (b) in the case of a Fixed Rate Borrowing, the fixed rate of interest, in
each case offered by the Lender making such Competitive Bid.

      COMPETITIVE BID REQUEST means a request for Competitive Bids made pursuant
to SECTION 2.2(B) substantially in the form of EXHIBIT B-4.

      COMPETITIVE BID SUBFACILITY means a subfacility under this Agreement as
described in and subject to the limitations of SECTION 2.2.

      COMPETITIVE BORROWING means any Borrowing under the Competitive Bid
Subfacility.

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      5

<PAGE>

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

      CONSEQUENTIAL LOSS means any loss, cost, or expense which any Lender may
reasonably incur as a result of (a) any continuation, conversion, payment or
prepayment of any Borrowing (other than a Base Rate Borrowing) on a day other
than the last day of the Interest Period for such Borrowing (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise), or (b) any
failure by Borrower (for a reason other than the failure of such Lender to make
a Borrowing) to prepay, borrow, continue or convert any Borrowing (other than a
Base Rate Borrowing) on the date or in the amount notified by Borrower.

      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) the Financial Statements of Borrower
for the fiscal year ended December 31, 2000, and the three-month period ended
March 31, 2001, calculated on a consolidated basis for Borrower and the
Consolidated Companies; or (b) the Financial Statements required to be delivered
under SECTION 7.3(a) or 7.3(b), as the case may be, calculated on a consolidated
basis for the Consolidated Companies.

      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.

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      6

<PAGE>


      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 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 Conversion Date, those Lenders
who collectively hold at least 51% of the Principal Debt.

      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.

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

      ELIGIBLE ASSIGNEE means (a) a Lender; (b) an Affiliate of any Lender (so
long as such assignment is not made in conjunction with the sale of such
Affiliate); (c) an Approved Fund; and (d) 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 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. ss. 9601 ET SEQ.) ("CERCLA"), the Hazardous Materials
Transportation Act (49 U.S.C. ss. 1801 ET SEQ.), the Resource Conservation and
Recovery Act (42 U.S.C. ss. 6901 ET SEQ.) ("RCRA"), the Clean Water Act (33
U.S.C.ss.1251 ET SEQ.), the Clean Air Act (42 U.S.C. ss. 7401 ET SEQ.), the
Toxic Substances Control Act (15 U.S.C. ss. 2601 ET SEQ.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. ss. 136 ET SEQ.), the Safe
Drinking Water Act (42 U.S.C. ss. 201 and ss. 300f ET SEQ.) and the Rivers and
Harbors Act (33 U.S.C. ss. 401 ET SEQ.), the Oil Pollution Act (33 U.S.C. ss.
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

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<PAGE>


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:

            (a) the rate per annum (rounded upwards, if necessary, to the
      nearest 1/100 of 1%) equal to the rate determined by Administrative Agent
      to be the offered rate that appears on the page of the Telerate screen
      (and any successor thereto) that displays an average British Bankers
      Association Interest Settlement Rate for deposits in Dollars (for delivery
      on the first day of such Interest Period) with a term equivalent to such
      Interest Period, determined as of approximately 11:00 a.m. (London time)
      two Business Days prior to the first day of such Interest Period; or

            (b) if for any reason the rate in the preceding CLAUSE (a) does not
      appear on such page or service or such page or service shall cease to be
      available, the rate per annum (rounded upwards, if necessary, to the
      nearest 1/100 of 1%) equal to the rate determined by Administrative Agent
      to be the offered rate on such other page or other service that displays
      an average British Bankers Association Interest Settlement Rate for
      deposits in Dollars (for delivery on the first day of such Interest
      Period) with a term equivalent to such Interest Period, determined as of
      approximately 11:00 a.m. (London time) two Business Days prior to the
      first day of such Interest Period; or

            (c) if the rates referenced in the preceding CLAUSES (a) and (b)are
      not available, the rate per annum (rounded upwards, if necessary, to the
      nearest 1/100 of 1%) determined by Administrative Agent to be the rate of
      interest at which deposits in Dollars for delivery on the first day of
      such Interest Period in same day funds in the approximate amount of the
      Eurodollar Rate Borrowing being made, continued, or converted and with a
      term equivalent to such Interest Period would be offered by Bank of
      America's London Branch to major banks in the offshore Dollar market at
      their request at approximately 11:00 a.m. (London time) two Business Days
      prior to the first day of such Interest Period.

      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 Agreement unless otherwise specified.

      EXISTING AGREEMENT means the Amended and Restated Facility A Revolving
Credit Agreement dated as of August 6, 1998, among Borrower, various lenders,
and Bank of America, N.A., f/k/a Bank of America National Trust and Savings
Association, successor by merger to Bank of America, N.A., f/k/a NationsBank,
N.A., successor by merger to NationsBank of Texas, N.A., as "ADMINISTRATIVE
AGENT" thereunder (as such agreement has been or may be amended, extended,
modified, or restated from time to time).

      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; (b) on and after the
effective date of any designation of Intermedia and its Subsidiaries as
"Restricted Subsidiaries," the secured and unsecured Debt of Intermedia and its
Subsidiaries existing on the Intermedia Merger Date and described in PART B of
SCHEDULE 7.12; and (c) renewals, extensions, and refinancings of any of the

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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 Intermedia
Merger Date (with respect to Existing Debt listed in PART B of SCHEDULE 7.12).

      FACILITY FEE is defined in SECTION 4.3.

      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 Bank of America on such day on
such transactions as determined by 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 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);
PROVIDED THAT, all documentation for Financial Hedges must conform to ISDA
standards.

      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 Lender
pursuant to SECTION 2.2 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.

      FUND means any Person (other than a natural Person) that is (or will be)
engaged in making, purchasing, holding, or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

      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


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                                                              CREDIT AGREEMENT

                                      9

<PAGE>

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 May
15, 2000, between Borrower and The Chase Manhattan Trust Company, N.A., as
trustee; 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;
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; and on and after the effective date of any designation of Intermedia and
its Subsidiaries as "RESTRICTED SUBSIDIARIES," references to "INDENTURES" shall
also include the Indenture dated as of May 14, 1996, between Intermedia and
SunTrust Bank; Indenture dated as of July 9, 1997, between Intermedia and
SunTrust Bank; Indenture dated as of October 30, 1997, between Intermedia and
SunTrust Bank; Indenture dated as of December 23, 1997, between Intermedia and
SunTrust Bank; Indenture dated as of May 27, 1998, between Intermedia and
SunTrust Bank; Senior Note Indenture dated February 24, 1999, between Intermedia
and SunTrust Bank; and Senior Subordinated Note Indenture dated February 24,
1999, between Intermedia and SunTrust Bank, in each case as the same may have
been amended, modified, supplemented, or restated from time to time.

      INTEREST PERIOD is determined in accordance with SECTION 3.9.

      INTERMEDIA means Intermedia Communications Inc. and its successors by
merger.

      INTERMEDIA MERGER means the merger of Intermedia with and into Wildcat
Acquisition Corp., a Wholly-owned Subsidiary of Borrower, in accordance with the
terms of the Intermedia Merger Agreement.

      INTERMEDIA MERGER AGREEMENT means the Agreement and Plan of Merger dated
as of September 1, 2000, among Borrower, Intermedia, and Wildcat Acquisition
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).

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                                                              CREDIT AGREEMENT

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<PAGE>

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

      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, 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.

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

      LITIGATION means any action by or before any Governmental Authority.

      LOAN PAPERS means (a) this Agreement, certificates delivered pursuant to
this Agreement, and Exhibits and Schedules hereto, (b) all agreements,
documents, or instruments in favor of Agents or Lenders (or Administrative Agent
on behalf of Lenders) ever delivered pursuant to this Agreement, or otherwise
delivered in connection with all or any part of the Obligation, and (c) 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.

      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.

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

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                                                              CREDIT AGREEMENT


                                      11

<PAGE>

      MULTI-YEAR AGREEMENT means the Revolving Credit Agreement dated June 8,
2001 among Borrower, Bank of America, N.A. and The Chase Manhattan Bank, as
"CO-ADMINISTRATIVE AGENTS" thereunder, and the lenders party thereto (as the
same may be amended, modified, supplemented, or restated from time to time).

      MULTI-YEAR COMMITMENT means an amount (subject to availability, reduction,
or cancellation as provided in the Multi-Year Agreement) equal to
$1,600,000,000.

      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.

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

      NOTICE OF BORROWING is defined in SECTION 2.6(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.

      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 debt ratings (or
      implied debt 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 Administrative Agent (and its counsel),
      each stating that such merger or consolidation complies with the

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


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<PAGE>


      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.

      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
Conversion Date, the proportion that such Lender's Committed Sum bears to the
Commitment Percentage, or (b) at any time on or after the earlier of the
Termination Date or the Term Conversion Date, the proportion that the Principal
Debt owed to such Lender bears to the Principal Debt owed to all Lenders.

      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.

      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.

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                                                              CREDIT AGREEMENT


                                      13

<PAGE>

      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.

      REGISTER is defined in SECTION 11.13(c).

      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 4043.21, 4043.24
AND 4043.28 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, for any day during an Interest Period, the
reserve percentage (expressed as a decimal, rounded upward to the next 1/100 of
1%) at which reserves (including, without limitation, any marginal, special,
supplemental, or emergency reserves) in effect on such day, whether or not
applicable to any Lender, under regulations issued from time to time by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement with respect to, "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 for each outstanding Eurodollar Rate Borrowing 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.

      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).

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                                                              CREDIT AGREEMENT


                                      14

<PAGE>


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

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

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

      S&P means Standard & Poor's Ratings Services, a division of The McGraw
Hill Companies, Inc.

      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% of the Voting Stock issued by such Person is owned of record or
beneficially, directly or indirectly, by such Person.

      SYNDICATION AGENT means Citibank, N.A.

      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 2.4.

      TERM CONVERSION REQUEST is defined in SECTION 2.4(a).

      TERM LOAN means loans made by Lenders pursuant to SECTION 2.4.

      TERM LOAN MATURITY DATE has the meaning set forth in SECTION 2.4.

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

      TERMINATION DATE means the earlier of (a) June 7, 2002, as such date may
be extended pursuant to SECTION 2.3, 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
Commitment hereunder and the Multi-Year Commitment.

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                                                              CREDIT AGREEMENT


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<PAGE>

      TOTAL DEBT means (without duplication) all Debt of the Restricted
Companies on a consolidated basis; 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.

      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 or other
interests, the holders of which are ordinarily, in the absence of contingencies,
entitled to elect a majority of the corporate directors or other governing body
of the issuer of such securities or interests.

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

      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.

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SECTION 2 BORROWING PROVISIONS.

      2.1 THE FACILITYSubject 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 Commitment Percentage of
one or more Committed 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 Committed Borrowing must occur on a Business Day and no later than the
Business Day immediately preceding the Termination Date; (ii) each such
Committed 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), or (B)
$10,000,000 or a greater integral multiple of $1,000,000 (if a Eurodollar Rate
Borrowing); and (iii) on any date of determination, after giving effect to any
requested Committed Borrowing, the Principal Debt shall never exceed the
Commitment.

      2.2 COMPETITIVE BID SUBFACILITY.

            (a) In addition to Committed 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 2.2, 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
      Competitive 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

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      pursuant to this SECTION 2.2 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 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, subject to the limitations set forth in SECTION 2.2(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
      2.2(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
      2.2(e), accept or reject any or all of the Competitive Bids referred to in
      SECTION 2.2(c); PROVIDED, HOWEVER, that the aggregate amount of the
      Competitive Bids so accepted by Borrower may not exceed the principal
      amount of the Competitive Borrowing requested by Borrower (subject to the
      further limitations of SECTION 2.2(a) hereof). Borrower shall notify
      Administrative Agent whether and to what extent it has decided to accept
      or reject any or all of the bids referred to in SECTION 2.2(c), (i) not
      later than 10:45 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 2.2(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 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

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      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 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 2.2(e)
      shall be irrevocable.

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

            (g) If any Competitive Borrowing is to consist of Eurodollar Rate
      Borrowings, Administrative Agent shall determine the Adjusted Eurodollar
      Rate for the relevant Interest Period, and promptly after making such
      determination, shall notify Borrower and Lenders that will be
      participating in such Competitive Borrowing of such Adjusted Eurodollar
      Rate.

            (h) Each Lender that has received notice pursuant to SECTION 2.2(f)
      that all or a portion of its Competitive Bid has been accepted by Borrower
      shall make the amount of its Competitive Borrowing available to
      Administrative Agent in immediately available funds at Administrative
      Agent's office not later than 1:00 p.m., Dallas, Texas time, on the date
      of the requested Competitive Borrowing. Upon satisfaction of the
      applicable conditions set forth in SECTION 5.2, Administrative Agent shall
      make all funds so received available to Borrower in like funds as received
      by Administrative Agent. No Lender shall be responsible for the failure of
      any other Lender to advance its Competitive Borrowing.

            (i) 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 2.2(c).

            (j) 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 SECTION
      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.

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      2.3 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 (an "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 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
      then-applicable "TERMINATION DATE" under the Multi-Year Agreement.
      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 2.4 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 2.3(a), the "ACCEPTING
            LENDERS") shall be automatically extended to the date which is the
            364th day after the then-current Termination Date; PROVIDED THAT,
            the Termination Date may never be extended on any one date for a
            period greater than 364 days.

                  (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 2.3(a) as a "REJECTING
            LENDER"), then Administrative Agent shall, within 48 hours of making
            such determination, notify the Accepting Lenders and Borrower of the
            aggregate Committed Sums held by the Rejecting Lenders (as used in
            this SECTION 2.3(a), the "REJECTED AMOUNT"). Each Accepting Lender
            shall have the Right, but not the obligation, to elect to increase
            its respective Committed Sum by an amount not to exceed the Rejected
            Amount, which election shall be made by notice from each Accepting
            Lender to 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 2.3(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


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            execution, delivery, and acceptance of, Assignment and Acceptance
            Agreements in accordance with the procedures set forth in SECTION
            11.13(b).

                  (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
                  2.3(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 ratably 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 2.3(a)(iii)(B), such that, after
                  giving effect to the approved extensions and all such
                  terminations and increases, no reduction will occur in the
                  aggregate amount of the 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 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


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      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.

      2.4 CONVERSION TO TERM LOANS. Borrower shall have the option to convert
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) no Term Loan
Conversion may be made which would have the effect of extending the Termination
Date to a date later than the then-applicable "TERMINATION DATE" under the
Multi-Year Agreement. 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.

      2.5 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 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 among the Lenders in accordance with their respective Commitment
Percentages. 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
outstanding Principal Debt, this Agreement shall be terminated to the extent
specified in SECTION 11.14, and all Facility 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.

      2.6 BORROWING PROCEDURE. The following procedures apply to Committed
Borrowings:

            (a) Each Borrowing shall be made on Borrower's notice (a "NOTICE OF
      BORROWING," substantially in the form of EXHIBIT B-1) to Administrative
      Agent requesting that Lenders fund a Committed 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 Committed Borrowing comprised of Eurodollar Rate Borrowings) Interest
      Period, and (iii) must

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      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 Commitment Percentage of each
      requested Committed 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 Commitment Percentage of the applicable
      Committed 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 Committed 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 Commitment Percentage of any Committed Borrowing.

SECTION 3 TERMS OF PAYMENT.

      3.1 LOAN ACCOUNTS, NOTES, AND PAYMENTS.

            (a) The 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
      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 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

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      than under 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); and (iii) 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 which are or will be available for immediate use by Administrative
      Agent by 12:00 noon Dallas, Texas time on the day due, without condition
      or deduction for setoff, counterclaim, defense, or recoupment. 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.

            (d) Unless Borrower has notified Administrative Agent prior to the
      date any payment is required to be made by it to Administrative Agent
      hereunder that Borrower will not make such payment, Administrative Agent
      may assume that Borrower has timely made such payment and may (but shall
      not be so required to), in reliance thereon, make available a
      corresponding amount to Lenders entitled thereto. If and to the extent
      that such payment was not in fact made to Administrative Agent in
      immediately available funds, then each Lender shall forthwith on demand
      repay to Administrative Agent the portion of such assumed payment that was
      made available to such Lender in immediately available funds, together
      with interest thereon in respect of each day from and including the date
      such amount was made available by Administrative Agent to such Lender to
      the date such amount is repaid to Administrative Agent in immediately
      available funds, at the Federal Funds Rate from time to time in effect. A
      notice of Administrative Agent to any Lender with respect to any amount
      owing under this CLAUSE (d) shall be conclusive, absent manifest error.

      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 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 each date that is a multiple of 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.

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            (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, 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); (iii) all accrued interest on the Obligation must also be paid
      in full, to the date of such prepayment; and (iv) Borrower shall pay any
      related Consequential Loss within ten (10) days after demand therefor.
      Each notice of prepayment shall specify the prepayment date, the facility
      or the subfacility hereunder being prepaid, the Type of Borrowing(s) and
      amount(s) of such Borrowing(s) to be prepaid and shall constitute a
      binding obligation of Borrower to make a prepayment on the date stated
      therein. Notwithstanding the foregoing, Borrower shall not voluntarily
      prepay any Competitive Borrowing prior to the last day of the Interest
      Period therefor.

      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, the Adjusted Eurodollar Rate plus the Competitive
Bid Rate for Eurodollar Rate Borrowings under the Competitive Bid Subfacility,
or any other Competitive Bid Rate under the Competitive Bid Subfacility, 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 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 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.


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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 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, 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 the Base 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, and Competitive Bid Rates are
      included only for the purpose of determining the rate of interest or other
      amounts to be paid hereunder that are based upon such rate.

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

      3.9 INTEREST PERIODS. When Borrower requests any 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

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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 this Agreement (or any
      subfacility hereunder) 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, reasonable expenses,
            and indemnities for which Agents or Lenders have not been paid or
            reimbursed in accordance with the Loan

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<PAGE>

            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, expenses, and
            indemnities owed to such Lender or Agent bears to the total
            aggregate fees, expenses, 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 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

                  (iv) 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) (other than pursuant to
SECTION 3.15, 3.19, or 3.20) which is in excess of its ratable share of any such
payment, such Lender shall purchase from the other Lenders such participations
as shall be necessary to cause such purchasing Lender to share the excess
payment ratably with each of them; PROVIDED, HOWEVER, that if all or any portion
of such excess payment is thereafter recovered from such purchasing Lender, the
purchase shall be rescinded and the purchase price restored to the extent of
such recovery. Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this section may to the fullest extent permitted
by Law, exercise all of its Rights of payment (including the Right of offset)
with respect to such participation as fully as if such Lender were the direct
creditor of Borrower in the amount of such participation.

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

      3.14 BOOKING BORROWINGS. To the extent permitted by Law, any 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.

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<PAGE>

      3.15 INCREASED COST AND REDUCED RETURN.


            (a) CHANGES IN LAW. 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) CAPITAL ADEQUACY. 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 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

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<PAGE>


      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) CHANGES IN APPLICABLE LENDING OFFICE. COMPENSATION STATEMENT.
      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) INABILITY TO DETERMINE EURODOLLAR RATE. 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) COSTS OF FUNDS. 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 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)

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<PAGE>

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 ratably (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 (with a copy to Administrative
      Agent), 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 and shall hold such Lender harmless from, 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

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<PAGE>


      otherwise, the circumstances entitling such Borrowing to require such
      assignment and delegation cease to apply.

      3.20 TAXES.

            (a) GENERAL. 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 under the laws of which such Lender (or
      its Applicable Lending Office) or Administrative Agent (as the case may
      be) is organized or any political subdivision thereof 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) STAMP AND DOCUMENTARY TAX. 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) INDEMNIFICATION FOR TAXES. BORROWER AGREES TO INDEMNIFY EACH
      LENDER AND EACH 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 SUCH 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 SUCH AGENT) ARISING THEREFROM OR WITH
      RESPECT THERETO.

            (d) WITHHOLDING TAX FORMS. 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) two duly completed copies of INTERNAL REVENUE SERVICE FORM
      W-BEN, W-8ECI, W-8IMY, W-9, or other applicable form, as the case may be,
      certifying in each case 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

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      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, or certifying that such Lender is entitled
      to an exemption from or a reduced rate of tax on payment pursuant to the
      "portfolio interest" exception under section 871(h) or 881(c) of the Code,
      (ii) if applicable, a statement indicating that such Lender is entitled to
      the "portfolio interest" exception under Section 871(h) or 881(c)(3) of
      the Code, and (iii) any other governmental forms or certificates which are
      necessary or required under an applicable tax treaty or otherwise by law
      to reduce or eliminate withholding tax, which has been reasonably
      requested by Borrower or Administrative Agent. If an event (including
      without limitation any change in treaty, law, or regulation) has occurred
      prior to the date on which any delivery required by the preceding sentence
      would otherwise be required which renders all such forms inapplicable or
      which would prevent any Lender from duly completing and delivering any
      such form with respect to it and such Lender advises Borrower and
      Administrative Agent that it is not capable of receiving payments without
      any deduction or withholding of United States federal income tax, such
      Lender shall not be required to deliver such forms.

            (e) FAILURE TO PROVIDE WITHHOLDING FORMS; CHANGE IN TAX LAW. 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 Non-Excluded 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 Non-Excluded 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 Non-Excluded Taxes. Each Lender which fails to
      provide to Borrower in a timely manner such forms shall reimburse Borrower
      or Administrative Agent upon demand for any penalties paid by Borrower or
      Administrative Agent as a result of any failure of Borrower to withhold
      the required amounts that are caused by such Lender's failure to provide
      the required forms in a timely manner.

            (f) CHANGES IN APPLICABLE LENDING OFFICE. 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) TAX PAYMENT RECEIPTS. 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) SURVIVAL. 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

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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. Borrower shall pay to Administrative
Agent the fees described in that certain separate letter agreement dated as of
May 10, 2001 (as thereafter amended or modified from time to time), among
Borrower, Administrative Agent, and Banc of America Securities, LLC, which
payments shall be made on the dates specified, and in amounts calculated in
accordance with, such letter agreement.

      4.3 FACILITY FEES. Following the Closing Date, Borrower shall pay to
Administrative Agent, for the ratable account of Lenders, a facility fee
("FACILITY 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, 2001. Each installment shall be in
an amount equal to the Applicable Margin designated in SECTION 1.1 for Facility
Fees MULTIPLIED BY the amount of the average daily Commitment (whether used or
unused), 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, "RATABLE" shall mean, for any period of
calculation, with respect to any Lender, that proportion which (i) the average
daily Committed Sum of such Lender during such period bears to (ii) the amount
of the average daily Commitment ( used or unused) during such period. If there
is any change in the Applicable Margin during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Margin separately for
each period during such quarter that such Applicable Margin was in effect. The
Facility Fee shall accrue at all times, including at any time during which one
or more of the conditions in SECTION 5 is not met.

SECTION 5 CONDITIONS PRECEDENT.

      5.1 CONDITIONS PRECEDENT TO CLOSING. This Agreement shall not become
effective unless and until Administrative Agent has received (a) all of the
agreements, documents, instruments, and other items described on SCHEDULE 5.1,
and (b) a certificate signed by a Responsible Officer of Borrower dated the
Closing Date (in form and substance satisfactory to Administrative Agent),
certifying that as of the Closing Date, (i) there has been no material adverse
change since December 31, 2000 in the business, assets, liabilities (actual or
contingent), operations, condition (financial or otherwise), or prospects of
Borrower and its Subsidiaries taken as a whole or in the facts and information
regarding such entities as represented to Lenders or Agents on or prior to the
Closing Date, and (ii) there is no Litigation pending or threatened before any
Governmental Authority which (A) is reasonably likely to be a Material Adverse
Event, or (B) purports to affect any transaction contemplated in the Loan Papers
or the ability of the Consolidated Companies to perform their respective
obligations under the Loan Papers.

      5.2 CONDITIONS PRECEDENT TO EACH BORROWING. In addition to the conditions
stated in SECTION 5.1 (other than SECTION 5.1(b)), Lenders will not be obligated
to fund (as opposed to continue or convert) any Borrowing, as the case may be,
unless on the date of such Borrowing (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;

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            (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;

            (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 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 unless Determining Lenders specifically waive each such item
in writing.

SECTION 6 REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Administrative Agent and 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, and 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.

      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

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effect, performance, or enforceability of the Loan Papers 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 undertakings to
which it is a party, other than such violations which could not be a Material
Adverse Event, and (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.

      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 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.

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      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
1999 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 1999 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 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 Agreement or any other
Loan Paper which constitutes a Default or a Potential Default. No Restricted
Company is in default under or with respect to any material written or oral
agreements, contracts, commitments, or undertakings 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

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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.

      7.2 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 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, 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

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      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 upon request therefor by Administrative Agent or
      Lenders holding, in the aggregate, at least 25% of the Commitment (prior
      to the Term Conversion Date) or 25% of the Principal Debt (on and after
      the Term Conversion Date) (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.

      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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      7.6 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.

      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 and SECTION 412 of the Code 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.

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      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;

            (c) Debt incurred by any Restricted Company under the Multi-Year
      Agreement;

            (d) Debt arising under the Existing Agreement;

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

            (f) 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

            (g) 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(g), 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,
and with respect to, the Current Financials and the related Compliance
Certificate, PLUS, (ii) on and after the effective date of any designation of
Intermedia and its Subsidiaries as "RESTRICTED SUBSIDIARIES" hereunder, the
principal amount of all Existing Debt of Intermedia and its Subsidiaries
existing on the Intermedia Merger Date (as renewed, refinanced, or extended, but
not increased).

      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(g), 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 Intermedia 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(G)(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;

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            (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, other than Liens imposed by ERISA;

            (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 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 reasonable and customary reserves established in
      connection with the sale of Receivables permitted under 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.

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      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
undertaking 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 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.

      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. 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

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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.

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, and 7.19 through 7.21;, (b) any covenant, agreement, or condition
contained in SECTION 7.13 (if by reason of an attachment or involuntary Lien),
7.18, and 7.22, 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

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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
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) The occurrence and continuance of
a "DEFAULT" under the Multi-Year Agreement or the Existing Agreement; (b) any
default exists under any agreement to which a Restricted Company is a party, the
effect of which is to cause, or to permit any Person to cause, an amount of Debt
of such Restricted Company in excess (individually or collectively) of
$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 (c) any default exists under any material written or oral
agreement, contract, commitment, or undertaking 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 (C), 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(C) 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


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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 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 this Agreement 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 this Agreement has not already been
      accelerated under SECTION 9.1(A), declare the entire unpaid balance of the
      Obligation under this Agreement, 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 Governmental Authority either
      for specific performance

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      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).

      9.3 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 Borrower 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. Agents and 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 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 any Agent, or any Lender
acquiesces in any non-compliance by any Consolidated Company with any Law or
document, or that 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 Agents 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 Agents 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.

      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

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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 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 and each Arranger incident to
any Loan Paper (including, but not limited to, the reasonable fees and expenses
of counsel to Administrative Agent and each Arranger 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 EACH AGENT, EACH
ARRANGER, EACH CO-ARRANGER, 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,

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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 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

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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 hereby appoints Bank of America (and Bank of America
      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 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

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      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 Administrative
      Agent hereunder shall not impair or otherwise affect any Rights which it
      has or may have in its capacity as an individual Lender. Each Lender and
      Borrower agree that Administrative Agent is not a fiduciary for Lenders or
      for Borrower but simply is acting in the capacity described herein to
      alleviate administrative burdens for both Borrower and Lenders, that
      Administrative Agent has no duties or responsibilities to Lenders or
      Borrower except those expressly set forth herein, and that Administrative
      Agent in its capacity as a Lender has all Rights of any other Lender.

            (d) Administrative Agent 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 Loan Papers. Without
      limiting the Rights of Lenders specifically set forth in the Loan Papers,
      Administrative Agent and its Affiliates shall not be responsible to
      account to Lenders for such other activities, and no Lender shall have any
      interest in any other activities, any present or future guaranties by or
      for the account of Borrower which are not contemplated or included in the
      Loan Papers, any present or future offset exercised by Administrative
      Agent 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, Bank of America
      also serving as the "ADMINISTRATIVE AGENT" under the Multi-Year Agreement
      and the Existing Agreement.

      10.2 EXPENSES. Upon demand by Administrative Agent, each Lender shall pay
its ratable portion 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 ratable portion 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 for Competitive Borrowings
or as otherwise provided in the Loan Papers, nothing in the Loan Papers shall be
deemed to give any Lender any advantage
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over any other Lender insofar as the Obligation arising under the Loan Papers is
concerned, or to relieve any Lender from absorbing its ratable portion 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.

      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, 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.
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            (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 ratable portion 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, 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 capacity) 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 AGENTS. None of the Lenders identified in this Agreement as
"CO-ADMINISTRATIVE AGENT" (OTHER THAN Administrative Agent), "SYNDICATION
AGENT," and "CO-DOCUMENTATION AGENT" shall have any

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Rights, powers, obligations, liabilities, responsibilities, or duties under the
Loan Papers, other than those applicable to all Lenders as such. Without
limiting the foregoing, none of the Lenders so identified as "CO-ADMINISTRATIVE
AGENT," "SYNDICATION AGENT," or"CO-DOCUMENTATION AGENT" shall have or be deemed
to have any fiduciary relationship with any Lender. Any Lender that is a
"CO-ADMINISTRATIVE AGENT" (OTHER THAN Administrative Agent which shall be
governed by SECTION 10.1(b)), "SYNDICATION AGENT," or "CO-DOCUMENTATION AGENT"
may voluntarily relinquish its title by giving written notice thereof to
Administrative Agent and Borrower. Upon such relinquishments, a successor
"CO-ADMINISTRATIVE AGENT" (OTHER THAN Administrative Agent which shall be
governed by SECTION 10.1(b)), "SYNDICATION AGENT," or "CO-DOCUMENTATION AGENT"
may be appointed upon the mutual agreement of Borrower and Administrative Agent.

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 they are
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 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, LLP, 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., 1133 19th Street, NW, Washington D.C. 20036, Attn:
Susan Mayer, Fax: 202/887-3226, and to WorldCom, Inc., 10777 Sunset Office
Drive, St. Louis, MO 63127, Attn: Bruce Borghardt, Fax: 314/909-4101.

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

      11.5 EXCEPTIONS TO COVENANTS. No 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.

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      54
<PAGE>

      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, AND ANY 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 AGENTS, 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
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,

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      55
<PAGE>

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, the Loan Papers 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.

            (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 directly affected thereby,
      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 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 percentage of the Commitment or of the Principal Debt
      which is required for Lenders or any Lender to take any action hereunder;
      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 Lenders hereunder. 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)
                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      56
<PAGE>

      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
      Committed Sum, 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
            shall be in an amount at least equal to $10,000,000, unless each of
            Administrative Agent and, so long as no Default or Potential Default
            has occurred and is continuing, Borrower otherwise consents (each
            such consent not to be unreasonably withheld or delayed);

                  (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);

                  (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 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.

      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

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      57
<PAGE>

      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 (except for indemnity rights arising out of the period prior to
      assignment) 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) Administrative Agent, acting solely for this purpose as an agent
      of Borrower, shall maintain at the office of Administrative Agent referred
      to in SECTION 11.3 a copy of each Assignment and Acceptance delivered to
      it and a register for the recordation of the names and addresses of the
      Lenders, and the Commitments of, and principal amount of the Borrowings
      owing to, each Lender pursuant to the terms hereof 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 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,
      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
      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

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      58
<PAGE>

      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, 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 CONFIDENTIALAll 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 of the Loan Papers), which
information has been identified as confidential by any Restricted Company, shall
be held by Administrative Agent, each other Agent, each Lender, (collectively,
the "LENDER PARTIES") in accordance with their respective customary procedures
for handling confidential information of this nature and in accordance with safe
and sound business practices, and no Lender Party shall disclose any of such
information to any other Person; PROVIDED THAT any Lender Party may make
disclosure (a) to any other party to this Agreement; (b) to its directors,
officers, employees, agents, including attorneys, accountants, and other
advisors; PROVIDED THAT such Lender Party shall direct such parties to whom
disclosure is made to maintain such information in confidence in accordance with
the provisions of this SECTION 11.15 and shall be responsible if such parties
fail to do so; (c) to any affiliate of any Lender Party or as reasonably
required by any Eligible Assignee or Participant (or any prospective bona fide
Eligible Assignee or Participant) in connection with the contemplated transfer
of any interest in the Obligation or participation, SO LONG AS any such Eligible
Assignee or Participant (or contemplated Eligible Assignee or Participant) shall
be advised to maintain the information in confidence in accordance with this
SECTION 11.15; (d) 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 Party shall
give prior notice to Borrower of such disclosure

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      59
<PAGE>

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); (e) in connection with (i) proceedings to enforce the obligation of
any Restricted Company under the Loan Papers or (ii) any other suit, action, or
proceeding relating to any of the Loan Papers (PROVIDED THAT, with respect to
any proceeding under CLAUSE (ii), any disclosing Party shall give prior notice
to Borrower as far in advance thereof as is practicable, unless prohibited by
Law or court order); (f) as reasonably required by the National Association of
Insurance Commissioners, any regulatory or self-regulatory body having or
claiming authority to regulate or oversee any aspect of such Person's business
or that of any of its Affiliates, or any other similar organization or any
nationally recognized rating agency that requires access to information about a
Lender's or its affiliates' investment portfolio in connection with ratings
issued with respect to such Lender or its affiliates; PROVIDED THAT, unless
prohibited by Law or court order, such disclosing party shall give prior notice
to Borrower as far in advance thereof as is practicable; (g) 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, or their respective attorneys or advisors; or (h) with the consent of
Borrower.

      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 AGREEMENT


                                      60
<PAGE>

      Signature Page to that certain 364-DAY REVOLVING CREDIT AGREEMENT dated as
of the date first set forth above, among WorldCom, Inc., as Borrower, Bank of
America, N.A. and The Chase Manhattan Bank, as Co-Administrative Agents, and
certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.


                                    WORLDCOM, INC., AS BORROWER

      Notice Address:               By:   /s/ SUSAN MAYER
                                          ------------------------------------
      WorldCom, Inc.                      Susan Mayer
      500 Clinton Center Drive            Senior Vice President and Treasurer
      Clinton, MS 39056
      Attn: Chief Financial Officer
      Fax: (601) 460-8190

                                    BANK OF AMERICA, N.A., AS ADMINISTRATIVE
                                    AGENT AND CO-ADMINISTRATIVE AGENT

                                          By:   /s/ MICHAEL R. PAVELL
                                                ------------------------------
                                                Michael R. Pavell
                                                Vice President


                                    THE CHASE MANHATTAN BANK, AS CO-
                                    ADMINISTRATIVE AGENT AND A LENDER

                                          By:   /s/ JOHN J. HUBER III
                                                ------------------------------
                                                John J. Huber III
                                                Managing Director

                                                             364-DAY REVOLVING
                                                              CREDIT AGREEMENT


                                      61
<PAGE>

      Signature Page to that certain 364-DAY REVOLVING CREDIT AGREEMENT dated as
of the date first set forth above, among WorldCom, Inc., as Borrower, Bank of
America, N.A. and The Chase Manhattan Bank, as Co-Administrative Agents, and
certain other Agents and Lenders named therein.


      EXECUTED to be effective as of the Closing Date.

ABN AMRO BANK N.V., AS A LENDER           BANCO BILBAO VIZCAYA
                                          ARGENTARIA, AS A LENDER
By /s/ FRANCES O'R. LOGAN
   ---------------------------------      By /s/ JOHN MARTINI
   Frances O'R. Logan                        ---------------------------------
   Senior Vice President                     John Martini
                                             Vice President Corporate Banking
By /s/ SHILPA PARANDEKAR
   ---------------------------------      By /s/ ALBERTO CONDE
   Shilpa Parandekar                         ---------------------------------
   Assistant Vice President                  Alberto Conde
                                             Vice President Corporate Banking

ALLFIRST BANK, AS A LENDER
                                          THE BANK OF NOVA SCOTIA, AS A LENDER
By /s/ JANET C. BURESH
   ---------------------------------      By /s/ M. D. SMITH
   Janet C. Buresh                           ---------------------------------
   Vice President                            M. D. Smith
                                             Agent

ARAB BANK PLC, AS A LENDER
                                          THE BANK OF TOKYO-MITSUBISHI,
By /s/ EMMANUEL CARAVANOS                 LTD., NY BRANCH, AS A LENDER
   ---------------------------------
   Emmanuel Caravanos                     By /s/ SEIICHIRO AKITA
   Vice President                            ---------------------------------
                                             Seiichiro Akita
                                             Attorney-In-Fact
BANCA DI ROMA - CHICAGO BRANCH,
AS A LENDER
                                          BANK ONE, NA, AS A LENDER
By /s/ AURORA PENSA
   ---------------------------------      By /s/ JENNIFER L. JONES
   Aurora Pensa                              ---------------------------------
   Vice President                            Jennifer L. Jones
                                             Assistant Vice President
By /s/ ENRICO VERDOSCIA
   ---------------------------------
   Enrico Verdoscia
   Senior Vice President & Branch Manager

                                            364-DAY REVOLVING CREDIT AGREEMENT


                                      62

<PAGE>

      Signature Page to that certain 364-DAY REVOLVING CREDIT AGREEMENT dated as
of the date first set forth above, among WorldCom, Inc., as Borrower, Bank of
America, N.A. and The Chase Manhattan Bank, as Co-Administrative Agents, and
certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.


BAYERISCHE LANDESBANK                   THE DAI-ICHI KANGYO BANK, LTD., AS
GIROZENTRALE CAYMAN ISLANDS             A LENDER
BRANCH, AS A LENDER
                                        By /s/ AZLAN S. AHMAD
By /s/ HEREWARD DRUMMOND                   ----------------------------
   ----------------------------            Azlan S. Ahmad
   Hereward Drummond                       Assistant Vice President
   Senior Vice President

By /s/ JAMES H. BOYLE                   DEUTSCHE BANK AG NEW YORK
   ----------------------------         BRANCH AND/OR CAYMAN ISLANDS
   James H. Boyle                       BRANCH, AS A LENDER
   Vice President
                                        By /s/ PHILIPPE SANDMEIER
                                           ----------------------------
BNP PARIBAS, AS A LENDER                   Philippe Sandmeier
                                           Director
By /s/ NUALA MARLEY
   ----------------------------         By /s/ ANDREAS NEUMEIER
   Nuala Marley                            ----------------------------
   Director                                Andreas Neumeier
                                           Director
By /s/ BRIAN FOSTER
   ----------------------------
   Brian Foster                         FLEET NATIONAL BANK, AS A LENDER
   Vice President
                                        By /s/ KAY CAMPBELL
                                           ----------------------------
CITIBANK, N.A., AS A LENDER                Kay Campbell
                                           Vice President
By /s/ JULIO OJEA-QUINTANA
   ----------------------------
   Julio Olea-Quintana                  THE FUJI BANK, LTD., AS A LENDER
   Vice President
                                        By /s/ RAYMOND VENTURA
                                           ----------------------------
CREDIT LYONNAIS NEW YORK                   Raymond Ventura
BRANCH, AS A LENDER                        Senior Vice President

By /s/ BRUCE M. YEAGER
   ----------------------------
   Bruce M. Yeager
   Senior Vice President

                                            364-DAY REVOLVING CREDIT AGREEMENT


                                      63

<PAGE>

      Signature Page to that certain 364-DAY REVOLVING CREDIT AGREEMENT dated as
of the date first set forth above, among WorldCom, Inc., as Borrower, Bank of
America, N.A. and The Chase Manhattan Bank, as Co-Administrative Agents, and
certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.


THE INDUSTRIAL BANK OF JAPAN,          By /s/ STEPHEN K. HUNTER
LIMITED, AS A LENDER                      ---------------------------------
                                          Stephen K. Hunter
By /s/ JAMES W. MASTERS                   Senior Vice President and Deputy
   ---------------------------------      General Manager
   James W. Masters
   Senior Vice President               By /s/ STEPHANIE FINNEN
                                          ---------------------------------
INTESABCI-CHICAGO BRANCH, AS A            Stephanie Finnen
LENDER                                    Vice President

By /s/ CHARLES DOUGHERTY               THE ROYAL BANK OF SCOTLAND PLC,
   ---------------------------------   AS A  LENDER
   C.  Dougherty
   Vice President                      By /s/ CLARK MCGINN
                                          ---------------------------------
By /s/ J. DICKERHOF                       Clark McGinn
   ---------------------------------      Senior Vice President
   J. Dickerhof
   Vice President                      THE SANWA BANK, LIMITED, AS A
                                       LENDER
LLOYDS TSB BANK PLC, AS A LENDER
                                       By /s/ MASAHITO OKUBO
By /s/ WINDSOR R. DAVIES                  ---------------------------------
   ---------------------------------      Masahito Okubo
   Windsor R. Davies                      Vice President
   Director, Corporate Banking, USA
                                       WELLS FARGO BANK, N.A., AS A LENDER
By /s/ MARK GRANT
   ---------------------------------   By /s/ LORI A. ROSS
   Mark Grant                             ---------------------------------
   Senior Vice President & Chief Credit   Lori Ross
   Officer                                Vice President

MELLON BANK, N.A., AS A LENDER         By /s/ ROY H. ROBERTS
                                          ---------------------------------
By /s/ THOMAS J. TARASOVICH, JR.          Roy Roberts
   ---------------------------------      Vice President
   Thomas J. Tarasovich, Jr.
   Lending Officer
                                       WESTPAC BANKING CORPORATION, AS
NORDDEUTSCHE LANDESBANK                A LENDER
GIROZENTRALE NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH,          By /s/ LISA PORTER
AS A LENDER                               ---------------------------------
                                          Lisa Porter
                                          Relationship Manager


                                            364-DAY REVOLVING CREDIT AGREEMENT

                                      64

<PAGE>

      Signature Page to that certain 364-DAY REVOLVING CREDIT AGREEMENT dated as
of the date first set forth above, among WorldCom, Inc., as Borrower, Bank of
America, N.A. and The Chase Manhattan Bank, as Co-Administrative Agents, and
certain other Agents and Lenders named therein.

      EXECUTED to be effective as of the Closing Date.


WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH,
AS A LENDER

By /s/ CYNTHIA M. NIESEN
   ---------------------------------
   Cynthia M. Niesen
   Managing Director

By /s/ BARRY S. WADLER
   ---------------------------------
   Barry S. Wadler
   Associate Director

                                            364-DAY REVOLVING CREDIT AGREEMENT


                                      65