Exhibit 10.2

                           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

                                 $1,600,000,000

                            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................17
     1.3      Accounting Principles.......................................17

SECTION 2     BORROWING PROVISIONS........................................17
     2.1      Commitments.................................................17
     2.2      LC Subfacility..............................................17
     2.3      Competitive Bid Subfacility.................................21
     2.4      Termination of Commitments..................................24
     2.5      Borrowing Procedure.........................................24

SECTION 3     TERMS OF PAYMENT............................................25
     3.1      Loan Accounts, Notes, and Payments..........................25
     3.2      Interest and Principal Payments.............................26
     3.3      Interest Options............................................27
     3.4      Quotation of Rates..........................................27
     3.5      Default Rate................................................27
     3.6      Interest Recapture..........................................27
     3.7      Interest Calculations.......................................28
     3.8      Maximum Rate................................................28
     3.9      Interest Periods............................................28
     3.10     Conversions.................................................29
     3.11     Order of Application........................................29
     3.12     Sharing of Payments, Etc....................................30
     3.13     Offset......................................................30
     3.14     Booking Borrowings..........................................30
     3.15     Increased Cost and Reduced Return...........................30
     3.16     Limitation on Types of Loans................................32
     3.17     Illegality..................................................32
     3.18     Treatment of Affected Loans.................................32
     3.19     Compensation; Replacement of Lenders........................33
     3.20     Taxes.......................................................33

SECTION 4     FEES........................................................35
     4.1      Treatment of Fees...........................................35
     4.2      Fees of Administrative Agent................................35
     4.3      LC Fees.....................................................35
     4.4      Facility Fees...............................................36

SECTION 5     CONDITIONS PRECEDENT........................................36
     5.1      Conditions Precedent to Closing.............................36
     5.2      Conditions Precedent to Each Borrowing......................36

SECTION 6     REPRESENTATIONS AND WARRANTIES..............................37
     6.1      Purpose of Credit Facility..................................37
     6.2      Existence, Good Standing, Authority, and Authorizations.....37


                                        i             REVOLVING CREDIT AGREEMENT
<PAGE>

     6.3      Authorization and Contravention.............................38
     6.4      Binding Effect..............................................38
     6.5      Financial Statements........................................38
     6.6      Litigation, Claims, Investigations..........................38
     6.7      Taxes.......................................................38
     6.8      Environmental Matters.......................................39
     6.9      ERISA Compliance............................................39
     6.10     Properties; Liens...........................................39
     6.11     Government Regulations......................................39
     6.12     No Default..................................................39
     6.13     Senior Indebtedness.........................................39

SECTION 7     COVENANTS...................................................40
     7.1      Use of Proceeds.............................................40
     7.2      Books and Records...........................................40
     7.3      Items to be Furnished.......................................40
     7.4      Inspections.................................................41
     7.5      Taxes.......................................................41
     7.6      Payment of Obligations......................................42
     7.7      Maintenance of Existence, Assets, and Business..............42
     7.8      Insurance...................................................42
     7.9      Preservation and Protection of Rights.......................42
     7.10     Employee Benefit Plans......................................42
     7.11     Environmental Laws..........................................42
     7.12     Debt........................................................43
     7.13     Liens.......................................................43
     7.14     Transactions with Affiliates................................44
     7.15     Compliance with Laws and Documents..........................45
     7.16     Assignment..................................................45
     7.17     Permitted Distributions.....................................45
     7.18     Restrictions on Subsidiaries................................45
     7.19     Sale of Assets..............................................45
     7.20     Mergers and Dissolutions....................................45
     7.21     Designation of Unrestricted Companies.......................46
     7.22     Financial Covenant..........................................46

SECTION 8     DEFAULT.....................................................46
     8.1      Payment of Obligation.......................................46
     8.2      Covenants...................................................46
     8.3      Debtor Relief...............................................46
     8.4      Judgments and Attachments...................................46
     8.5      Misrepresentation...........................................47
     8.6      Change of Control...........................................47
     8.7      Default Under Other Agreements..............................47
     8.8      Employee Benefit Plans......................................47
     8.9      Validity and Enforceability of Loan Papers..................48

SECTION 9     RIGHTS AND REMEDIES.........................................48
     9.1      Remedies Upon Default.......................................48
     9.2      Company Waivers.............................................49


                                        ii            REVOLVING CREDIT AGREEMENT
<PAGE>

     9.3      Performance by Administrative Agent.........................49
     9.4      Delegation of Duties and Rights.............................49
     9.5      Not in Control..............................................49
     9.6      Course of Dealing...........................................49
     9.7      Cumulative Rights...........................................50
     9.8      Application of Proceeds.....................................50
     9.9      Certain Proceedings.........................................50
     9.10     Limitation of Rights........................................50
     9.11     Expenditures by Lenders.....................................50
     9.12     INDEMNIFICATION.............................................50

SECTION 10    AGREEMENT AMONG LENDERS.....................................52
     10.1     Administrative Agent........................................52
     10.2     LC Issuer...................................................53
     10.3     Expenses....................................................54
     10.4     Proportionate Absorption of Losses..........................54
     10.5     Delegation of Duties; Reliance..............................54
     10.6     Limitation of Liability.....................................54
     10.7     Default; Collateral.........................................55
     10.8     Limitation of Liability.....................................55
     10.9     Relationship of Lenders.....................................56
     10.10    Benefits of Agreement.......................................56
     10.11    Agents......................................................56

SECTION 11    MISCELLANEOUS...............................................56
     11.1     Headings....................................................56
     11.2     Nonbusiness Days............................................56
     11.3     Communications..............................................56
     11.4     Form and Number of Documents................................57
     11.5     Exceptions to Covenants.....................................57
     11.6     Survival....................................................57
     11.7     Governing Law...............................................57
     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.......................................59
     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.............................................62


                                        iii           REVOLVING CREDIT AGREEMENT
<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 B-1         -       Form of Notice of Borrowing
Exhibit B-2         -       Form of Notice of Conversion
Exhibit B-3         -       Form of Notice of LC
Exhibit B-4         -       Form of Competitive Bid Request
Exhibit B-5         -       Form of Notice to Lenders of Competitive Bid Request
Exhibit B-6         -       Form of Competitive Bid
Exhibit C           -       Form of Administrative Questionnaire
Exhibit D           -       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


                                        iv            REVOLVING CREDIT AGREEMENT
<PAGE>

                           REVOLVING CREDIT AGREEMENT

      THIS REVOLVING CREDIT AGREEMENT (the "AGREEMENT") is entered into as of
June 8, 2001, among WORLDCOM, INC., a Georgia corporation ("BORROWER"), 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 Revolving Credit Agreement, providing for, among other things, a
revolving loan and standby letter of credit facility in the aggregate principal
amount of $1,600,000,000.

      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 AGREEMENT means that certain 364-Day Revolving Credit Agreement,
dated of even date herewith, among Borrower, Bank of America, N.A. and The Chase
Manhattan Bank, as "CO-ADMINISTRATIVE AGENTS" thereunder, and certain other
lenders party thereto (as the same may be amended, modified, supplemented, or
restated from time to time).

      364-DAY FACILITY means the revolving credit and term loan facility
(including any amendments, modifications, supplements, restatements, or
extensions of the facility as permitted therein) described in and subject to the
limitations of the 364-Day Agreement.

      364-DAY FACILITY COMMITMENT means an amount (subject to availability,
reduction, or cancellation as provided in the 364-Day Agreement) equal to
$2,650,000,000.

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

      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.


                                        1             REVOLVING CREDIT AGREEMENT
<PAGE>

      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.

      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 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>
                                                                   APPLICABLE MARGIN
                                                  --------------------------------------------------------
                  RATINGS                                              EURODOLLAR
                                                  BASE RATE               RATE            FACILITY FEES
                                                  BORROWINGS           BORROWINGS
----------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>                  <C>
         CATEGORY 1
A or higher by S&P;                                0.0000%              0.2700%              0.0800%
A2 or higher by Moody's
----------------------------------------------------------------------------------------------------------
</TABLE>


                                        2             REVOLVING CREDIT AGREEMENT
<PAGE>

<TABLE>
<CAPTION>
                                                                   APPLICABLE MARGIN
                                                  --------------------------------------------------------
                  RATINGS                                              EURODOLLAR
                                                  BASE RATE               RATE            FACILITY FEES
                                                  BORROWINGS           BORROWINGS
----------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>                  <C>
         CATEGORY 2
A- by S&P;                                         0.0000%              0.3100%              0.0900%
A3 by Moody's
----------------------------------------------------------------------------------------------------------
         CATEGORY 3
BBB+ by S&P;                                       0.0000%              0.3250%              0.1250%
Baa1 by Moody's
----------------------------------------------------------------------------------------------------------
         CATEGORY 4
BBB by S&P;                                        0.0000%              0.4750%              0.1500%
Baa2 by Moody's
----------------------------------------------------------------------------------------------------------
         CATEGORY 5
BBB- by S&P;                                       0.0000%              0.6000%              0.2000%
Baa3 by Moody's
----------------------------------------------------------------------------------------------------------
         CATEGORY 6
BB+ or lower by S&P;                               0.0000%              0.7500%              0.2500%
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


                                        3             REVOLVING CREDIT AGREEMENT
<PAGE>

            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
            Commitment Usage and the 364-Day Principal Debt 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").

      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), the continuation of an amount outstanding, or payment of a draft
under an LC, 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 2.5(a).

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


                                        4             REVOLVING CREDIT AGREEMENT
<PAGE>

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

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

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

      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 $1,600,000,000.

      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).

      COMMITMENT USAGE means, at the time of any determination thereof, the SUM
of (a) the aggregate Principal Debt (whether under the Competitive Bid
Subfacility or otherwise), PLUS (b) the LC Exposure.

      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 2.3.

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


                                        5             REVOLVING CREDIT AGREEMENT
<PAGE>

      COMPETITIVE BID RATE means, as to any Competitive Bid made by a Lender
pursuant to SECTION 2.3, (a) in the case of a Eurodollar Rate Borrowing, the
margin which shall be added to or subtracted from the Adjusted Eurodollar Rate,
and (b) in the case of a Fixed Rate Borrowing, the fixed rate of interest, in
each case, offered by the Lender making such Competitive Bid.

      COMPETITIVE BID REQUEST means a request for Competitive Bids made pursuant
to SECTION 2.3(b) substantially in the form of EXHIBIT B-4.

      COMPETITIVE BID SUBFACILITY means a subfacility under this Agreement as
described in and subject to the limitations of SECTION 2.3.

      COMPETITIVE BORROWING means any Borrowing under the Competitive Bid
Subfacility.

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

      CONSEQUENTIAL LOSS means any loss, 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


                                        6             REVOLVING CREDIT AGREEMENT
<PAGE>

with GAAP should be classified upon such Person's balance sheet as liabilities;
PROVIDED, HOWEVER, THAT Debt shall not include obligations of Borrower which are
owed to a trust or other special purpose entity, all of whose common equity is
beneficially owned by Borrower, SO LONG AS such obligations are held by such
trusts or their representatives and are subordinate in right of payment to the
Obligation.

      DEBTOR RELIEF LAWS means the BANKRUPTCY CODE OF THE UNITED STATES OF
AMERICA and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, fraudulent
transfer or conveyance, suspension of payments or similar Laws from time to time
in effect affecting the Rights of creditors generally.

      DEFAULT is defined in SECTION 8.

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

      DETERMINING LENDERS means for all purposes under the Loan Papers (i) on
any date of determination occurring prior to 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 Termination Date, those Lenders who
collectively hold at least 51% of the Principal Debt and the LC Exposure.

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

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

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

      ELIGIBLE ASSIGNEE means (a) a 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,


                                        7             REVOLVING CREDIT AGREEMENT
<PAGE>

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 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


                                        8             REVOLVING CREDIT AGREEMENT
<PAGE>

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
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 4.4.

      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


                                        9             REVOLVING CREDIT AGREEMENT
<PAGE>

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 2.3 based upon an actual percentage rate per annum offered
by such Lender, expressed as a decimal (to no more than four decimal places) and
accepted by Borrower.

      FOREIGN CURRENCY means any freely-convertible lawful currency acceptable
to Administrative Agent, so long as (a) such currency is dealt with in the
London interbank deposit market, (b) such currency is freely transferable and
convertible into Dollars in the London foreign exchange market, and (c) no
central bank or other governmental authorization in the country of issue of such
currency is required to permit use of such currency by Administrative Agent for
issuing LCs or honoring drafts presented under LCs in such currency; PROVIDED,
THAT if, after the issuance of an LC in a Foreign Currency, the Foreign Currency
denominated in such LC ceases to be lawful currency freely-convertible into
Dollars and is replaced by a European single or common currency (the "EURO"),
then thereafter the Foreign Currency for purposes of such LC shall be the Euro.

      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
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


                                       10             REVOLVING CREDIT AGREEMENT
<PAGE>

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).

      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.

      LC means any standby letter of credit issued by LC Issuer under this
Agreement pursuant to an LC Agreement.

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

      LC COMMITMENT means an amount (subject to availability, reduction, or
cancellation as herein provided) equal to the Dollar-Equivalent of $125,000,000.

      LC EXPOSURE means, at any time and WITHOUT DUPLICATION, the SUM of the
Dollar-Equivalent of (a) the aggregate undrawn portion of all uncancelled and
unexpired LCs PLUS (b) the aggregate unpaid reimbursement obligations of
Borrower in respect of drawings of drafts under any LC.

      LC ISSUER means Bank of America and its permitted successors as "LC
ISSUER" under this Agreement.

      LC SUBFACILITY means a subfacility under this Agreement for the issuance
of LCs (the LC Exposure in connection with which may never exceed $125,000,000),
as described in and subject to the limitations of SECTION 2.2.


                                       11             REVOLVING CREDIT AGREEMENT
<PAGE>

      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, LC Issuer, or Lenders (or
Administrative Agent on behalf of Lenders or LC Issuer) ever delivered pursuant
to this Agreement, or otherwise delivered in connection with all or any part of
the Obligation, (c) all LCs and LC Agreements, and (d) 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, 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.

      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 and Competitive Bid Notes.


                                       12             REVOLVING CREDIT AGREEMENT
<PAGE>

      NOTICE OF BORROWING is defined in SECTION 2.5(a).

      NOTICE OF CONVERSION is defined in SECTION 3.10.

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

      OBLIGATION means all present and future indebtedness, liabilities, and
obligations, and all renewals and extensions thereof, or any part thereof, now
or hereafter owed to any Agent, LC Issuer, 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
      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.


                                       13             REVOLVING CREDIT AGREEMENT
<PAGE>

      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 Termination Date, such Lender's Commitment
Percentage, or (b) at any time on or after the Termination Date, the proportion
that (i) the SUM (without duplication) of the Principal Debt owed to such Lender
PLUS such Lender's proportionate part (whether held directly or through a
participation therein and determined after giving effect to any participations)
of the LC Exposure bears to (ii) the SUM of the Principal Debt and the LC
Exposure.

      PUC means any state or local regulatory agency or Governmental Authority
that exercises jurisdiction over the rates or services or the ownership,
construction, or operation of network facilities or telecommunications systems
or over Persons who own, construct, or operate network facilities or
telecommunications systems.

      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.

      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.


                                       14             REVOLVING CREDIT AGREEMENT
<PAGE>

      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).

      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.


                                       15             REVOLVING CREDIT AGREEMENT
<PAGE>

      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.

      TERMINATION DATE means the EARLIER of (a) June 8, 2006, 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 364-Day Facility Commitment.

      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 has been or may be amended,
modified, supplemented, or restated, but not increased from time to time) shall
not be included, SO LONG AS no "EVENT OF DEFAULT" under such Debentures or the
related Indenture has occurred and is continuing on any date of determination.

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

      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.


                                       16             REVOLVING CREDIT AGREEMENT
<PAGE>

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

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

SECTION 2 BORROWING PROVISIONS.

      2.1 COMMITMENTS. Subject to and in reliance upon the terms, conditions,
representations, and warranties in the Loan Papers, each Lender, severally and
not jointly, agrees to lend to Borrower such Lender's 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 Commitment Usage shall never exceed the
Commitment.

      2.2 LC SUBFACILITY.

            (a) LC COMMITMENT. Subject to the terms and conditions of this
      Agreement and applicable Law, LC Issuer agrees, in reliance upon the
      agreement of the other Lenders in this SECTION 2.2, to issue LCs or to
      amend and renew LCs previously issued by it, upon Borrower's application
      therefor (denominated in Dollars or, upon Borrower's request and subject
      to this SECTION 2.2, in a Foreign Currency) by delivering to
      Administrative Agent a properly completed notice (a "NOTICE OF LC,"
      substantially in the form of EXHIBIT B-3) and an LC Agreement with respect
      thereto no later than 10:00 a.m. Dallas, Texas time three Business Days
      before such LC is to be issued or amended; PROVIDED THAT (i) on any date
      of determination and after giving effect to any LC to be issued or amended
      on such date, the Commitment Usage (calculated at the then
      Dollar-Equivalent of that amount) shall never exceed the Commitment then
      in effect, (ii) on any date of determination and after giving effect to
      any LC to be issued or amended on such date, the LC Exposure (calculated
      at the then Dollar-Equivalent of that amount) shall never exceed the LC
      Commitment, (iii) at the time of issuance or amendment of such LC, no
      Default or Potential Default shall have occurred and be continuing, and
      (iv) each LC must expire NO LATER than the EARLIER of the thirtieth (30th)
      day prior to the Termination Date or two years from its issuance; PROVIDED
      FURTHER THAT (x) any LC may provide for automatic renewal for successive
      twelve month periods (but no renewal period may


                                       17             REVOLVING CREDIT AGREEMENT
<PAGE>

      extend beyond the thirtieth (30th) day prior to the Termination Date)
      unless LC Issuer has given prior notice to the applicable beneficiary of
      its election not to extend such LC; (y) LC Issuer shall be under no
      obligation to issue any LC if (A) any order, judgment, or decree of any
      Governmental Authority or arbitrator shall by its terms purport to enjoin
      or restrain LC Issuer from issuing such LC, or any Law applicable to LC
      Issuer or any request or directive (whether or not having the force of
      law) from any Governmental Authority with jurisdiction over LC Issuer
      shall prohibit, or request that LC Issuer refrain from, the issuance of
      letters of credit generally or such LC in particular or shall impose upon
      LC Issuer with respect to such LC any restriction, reserve, or capital
      requirement (for which LC Issuer is not otherwise compensated hereunder)
      not in effect on the Closing Date, or shall impose upon LC Issuer any
      unreimbursed loss, cost, or expense which was not applicable on the
      Closing Date and which LC Issuer in good faith deems material to it, or
      (B) the issuance of such LC would violate one or more policies of LC
      Issuer; and (z) LC Issuer shall be under no obligation to amend any LC if
      (A) LC Issuer would have no obligation at such time to issue such LC in
      its amended form under the terms hereof, or (B) the beneficiary of such LC
      does not accept the proposed amendment to such LC. Within the foregoing
      limits, and subject to the terms and conditions hereof, Borrower's ability
      to obtain LCs shall be fully revolving; accordingly, Borrower may, prior
      to the Termination Date, obtain LCs to replace LCs that have expired or
      that have been drawn upon and reimbursed.

            (b) PARTICIPATIONS. Immediately upon the issuance by LC Issuer of
      any LC, LC Issuer shall be deemed to have sold and transferred to each
      other Lender, and each other such Lender shall be deemed irrevocably and
      unconditionally to have purchased and received from LC Issuer, without
      recourse or warranty, an undivided interest and participation, to the
      extent of such Lender's Commitment Percentage in such LC (calculated from
      time to time at the Dollar-Equivalent amount of such LC) and all Rights of
      LC Issuer in respect thereof (OTHER THAN Rights to receive certain fees
      provided for in SECTION 2.2(c)).

            (c) REIMBURSEMENT OBLIGATIONS. To induce LC Issuer to issue and
      maintain LCs and to induce Lenders to participate in issued LCs, Borrower
      agrees to pay or reimburse LC Issuer (i) on the date on which any draft is
      presented under any LC, the Dollar-Equivalent amount (calculated at the
      then Dollar-Equivalent of such amount) of any draft paid or to be paid by
      LC Issuer and (ii) promptly, upon demand, the amount of any fees (in
      addition to the fees described in SECTION 4) which LC Issuer customarily
      charges to a Person similarly situated in the ordinary course of its
      business for amending LC Agreements, for honoring drafts under letters of
      credit, and taking similar action in connection with letters of credit;
      PROVIDED THAT, (x) if Borrower has not reimbursed LC Issuer for any drafts
      paid or to be paid within 24 hours of demand therefor by LC Issuer,
      Administrative Agent is hereby irrevocably authorized to fund such
      reimbursement obligations (calculated at the then Dollar-Equivalent of
      such amount) as a Committed Borrowing under this Agreement to the extent
      of availability under this Agreement, without regard to the minimum and
      multiples specified in SECTION 2.1 for the principal amount of Base Rate
      Borrowings, but subject to the amount of the unutilized portion of the
      Commitment and the conditions set forth in SECTION 5.2 (other than the
      delivery of a Borrowing Notice); the proceeds of such Committed Borrowing
      under this Agreement shall be remitted by Administrative Agent directly to
      LC Issuer in payment of Borrower's reimbursement obligation with respect
      to the draft under the LC; and (y) if for any reason, funds are not
      advanced pursuant to this Agreement, then Borrower's reimbursement
      obligation shall continue to be due and payable. Borrower's obligations
      under this SECTION 2.2(c) shall be absolute and unconditional under any
      and all circumstances and irrespective of any setoff, counterclaim, or
      defense to payment which Borrower may have at any time against LC Issuer
      or any other Person, and shall be made in accordance with the terms and
      conditions of this Agreement under all circumstances, including, without
      limitation, any of the following circumstances: (A) any lack


                                       18             REVOLVING CREDIT AGREEMENT
<PAGE>

      of validity or enforceability of this Agreement or any of the Loan Papers;
      (B) the existence of any claim, setoff, defense, or other Right which
      Borrower may have at any time against a beneficiary named in a LC, any
      transferee of any LC (or any Person for whom any such transferee may be
      acting), LC Issuer, any Lender, or any other Person, whether in connection
      with this Agreement, any LC, the transactions contemplated herein, or any
      unrelated transactions (including any underlying transaction between
      Borrower and the beneficiary named in any such LC); (C) any draft,
      certificate, or any other document presented under the LC proving to be
      forged, fraudulent, invalid, or insufficient in any respect or any
      statement therein being untrue or inaccurate in any respect; and (D) the
      occurrence of any Potential Default or Default. To the extent any funding
      of a draft has been made by Lenders pursuant to SECTION 2.2(e) or under
      this Agreement, LC Issuer shall promptly distribute any such payments
      received from Borrower with respect to such draft to all Lenders funding
      such draft according to their ratable share. Interest on any amounts
      remaining unpaid by Borrower (and unfunded by a Committed Borrowing under
      this Agreement) under this clause at any time from and after the date such
      amounts become payable until paid in full shall be payable by Borrower to
      LC Issuer at the Default Rate. In the event any payment by Borrower
      received by LC Issuer with respect to an LC and distributed to Lenders on
      account of their participations therein is thereafter set aside, avoided,
      or recovered from LC Issuer in connection with any receivership,
      liquidation, or bankruptcy proceeding, each Lender which received such
      distribution shall, upon demand by LC Issuer, contribute such Lender's
      ratable portion of the amount (calculated at the then Dollar-Equivalent of
      such amount) set aside, avoided, or recovered, TOGETHER WITH interest at
      the rate required to be paid by LC Issuer upon the amount required to be
      repaid by it.

            (d) GENERAL. LC Issuer shall promptly notify Borrower of the date
      and amount of any draft presented for honor under any LC (calculated at
      the then Dollar-Equivalent of such amount); PROVIDED THAT, failure to give
      any such notice shall not affect the obligations of Borrower hereunder. LC
      Issuer shall make payment (calculated at the then Dollar-Equivalent of
      such amount) upon presentment of a draft for honor unless it appears that
      presentment on its face does not comply with the terms of such LC,
      regardless of whether (i) any default or potential default under any other
      agreement has occurred and (ii) the obligations under any other agreement
      have been performed by the beneficiary or any other Person (and LC Issuer
      shall not be liable for any obligation of any Person thereunder). LC
      Issuer and Lenders shall not be responsible for, and Borrower's
      reimbursement obligations for honored drafts shall not be affected by, any
      matter or event whatsoever (including, without limitation, the validity or
      genuineness of documents or of any endorsements thereof, even if such
      documents should in fact prove to be in any respect invalid, fraudulent,
      or forged), or any dispute among any Consolidated Company, the beneficiary
      of any LC, or any other Person to whom any LC may be transferred, or any
      claims whatsoever of any Consolidated Company against any beneficiary of
      any LC or any such transferee; PROVIDED THAT, nothing in this Agreement
      shall constitute a waiver of Borrower's Rights to assert any claim based
      upon the gross negligence or wilful misconduct of LC Issuer or any Lender.

            (e) OBLIGATION OF LENDERS. If Borrower fails to reimburse LC Issuer
      as provided in SECTION 2.2(c) within 24 hours of the demand therefor by LC
      Issuer and funds are not advanced under this Agreement to satisfy the
      reimbursement obligations, then LC Issuer shall so notify Administrative
      Agent, which, in turn, shall promptly notify each Lender of Borrower's
      failure, of the date and amount of the draft (calculated at the then
      Dollar-Equivalent of such amount) paid, and of such Lender's Commitment
      Percentage thereof. Each Lender shall promptly and unconditionally make
      available to Administrative Agent (for the account of LC Issuer) in
      immediately available funds such Lender's Commitment Percentage of such
      unpaid reimbursement obligation (calculated at the then Dollar-Equivalent
      of such amount), which funds shall be paid to Administrative Agent on or
      before the close of business on the Business Day on which such notice was
      given by


                                       19             REVOLVING CREDIT AGREEMENT
<PAGE>

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

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

            (g) DUTIES OF LC ISSUER. LC Issuer agrees with each Lender that it
      will exercise and give the same care and attention to each LC as it gives
      to its other letters of credit, and LC Issuer's sole liability to each
      Lender with respect to such LCs (OTHER THAN liability arising from the
      gross negligence or willful misconduct of LC Issuer) shall be to
      distribute promptly to each Lender who has acquired a participating
      interest therein such Lender's ratable portion of any payments made to LC
      Issuer by Borrower pursuant to SECTION 2.2(c). Each Lender and Borrower
      agree that, in paying any draw under any LC, LC Issuer shall not have any
      responsibility to obtain any document (OTHER THAN any documents required
      by the respective LC) or to ascertain or inquire as to the validity or
      accuracy of any such document or the authority of the Person delivering
      any such document. LC Issuer, Lenders, and their respective
      Representatives shall not be liable to any other Lender or any
      Consolidated Company for the use which may be made of any LC or for any
      acts or omissions of any beneficiary thereof in connection therewith. Any
      action, inaction, error, delay, or omission taken or suffered by LC Issuer
      or any of its Representatives under or in connection with any LC, the
      draws, drafts, or documents relating thereto, or the transmission,
      dispatch, or delivery of any message or advice related thereto, if in good
      faith and in conformity with such Laws as LC Issuer or any of its
      Representatives may deem applicable and (unless otherwise expressly agreed
      by LC Issuer and Borrower when an LC is issued) the rules of the
      INTERNATIONAL STANDBY PRACTICES 1998 published by


                                       20             REVOLVING CREDIT AGREEMENT
<PAGE>

      the Institute of International Banking Law & Practice (or such later
      version thereof as may be in effect at the time of issuance) shall be
      binding upon the Consolidated Companies and Lenders and shall not place LC
      Issuer or any of its Representatives under any resulting liability to any
      Consolidated Company or any Lender. Any action taken or omitted to be
      taken by LC Issuer under or in connection with any LC if taken or omitted
      in the absence of gross negligence or wilful misconduct shall not create
      for LC Issuer any resulting liability to any Lender or any Consolidated
      Company.

            (h) CASH COLLATERAL. On the Termination Date or upon any demand by
      Administrative Agent upon the occurrence and during continuance of a
      Default, Borrower shall provide to Administrative Agent, for the benefit
      of Lenders, (i) cash collateral in an amount equal to the LC Exposure
      existing on such date (calculated at the then Dollar-Equivalent of such
      amount) and (ii) such additional cash collateral as Administrative Agent
      may from time to time require to adjust for fluctuations in exchange
      rates, so that the cash collateral amount shall at all times equal or
      exceed the LC Exposure (calculated at the then Dollar-Equivalent of such
      amount).

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

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

      2.3 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 2.3, request
      Lenders to make offers to make Competitive Borrowings under this
      Agreement. Lenders may, but shall have no obligation to, make any such
      offers, and Borrower may, but shall have no obligation to, accept any such
      offers. Any Competitive Borrowings made available to Borrower hereunder
      shall be subject, however, to the conditions that on any date of
      determination: (i) the aggregate principal outstanding under all
      Competitive Borrowings under this Agreement made by all Lenders shall not
      exceed the Commitment then in effect; (ii) on any date of


                                       21             REVOLVING CREDIT AGREEMENT
<PAGE>

      determination, the Commitment Usage 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 pursuant to this SECTION 2.3 until such Lender has
      delivered a completed Administrative Questionnaire to Administrative
      Agent.

            (c) Each Lender may make one or more Competitive Bids to Borrower
      responsive to each respective Competitive Bid Request. Each Competitive
      Bid by a Lender must be received by Administrative Agent substantially in
      the form of EXHIBIT B-6, (i) no later than 11:00 a.m. Dallas, Texas time
      on the third Business Day preceding the Borrowing Date for any requested
      Competitive Borrowing that will be comprised of Eurodollar Rate
      Borrowings, or (ii) prior to 10:00 a.m. Dallas, Texas time on the
      Borrowing Date for any requested Competitive Borrowing that will be
      comprised of Fixed Rate Borrowings. Competitive Bids that do not conform
      substantially to the format of EXHIBIT B-6 may be rejected by
      Administrative Agent after conferring with, and upon the instruction of,
      Borrower, and Administrative Agent shall notify the appropriate Lender of
      such rejection as soon as practicable. Each Competitive Bid shall refer to
      this Agreement and shall (x) specify the principal amount (which shall be
      in a minimum 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 2.3(a)
      hereof) of the Competitive Borrowing such Lender is willing to make to
      Borrower, (y) specify the Competitive Bid Rate at which such Lender is
      prepared to make its Competitive Borrowing, and (z) confirm the Interest
      Period with respect thereto specified by Borrower in its Competitive Bid
      Request. A Competitive Bid submitted by a Lender pursuant to this SECTION
      2.3(c) shall be irrevocable.

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


                                       22             REVOLVING CREDIT AGREEMENT
<PAGE>

            (e) Borrower may, subject only to the provisions of this SECTION
      2.3(e), accept or reject any or all of the Competitive Bids referred to in
      SECTION 2.3(c); PROVIDED, HOWEVER, that the aggregate amount of the
      Competitive Bids so accepted by Borrower may not exceed the principal
      amount of the Competitive Borrowing requested by Borrower (subject to the
      further limitations of SECTION 2.3(a) hereof). Borrower shall notify
      Administrative Agent whether and to what extent it has decided to accept
      or reject any or all of the bids referred to in SECTION 2.3(c), (i) not
      later than 10:45 a.m. Dallas, Texas time three Business Days before the
      Borrowing Date specified for a proposed Competitive Borrowing that is
      deemed a Eurodollar Rate Borrowing or (ii) not later than 11:00 a.m.,
      Dallas, Texas time on the day specified for a proposed Competitive
      Borrowing that is deemed a Fixed Rate Borrowing; PROVIDED, HOWEVER, that
      (w) the failure by Borrower to give such notice shall be deemed to be a
      rejection of all the bids referred to in SECTION 2.3(c), (x) Borrower
      shall not accept a bid under this Agreement in the same or lower principal
      amount made at a particular Competitive Bid Rate if Borrower has decided
      to reject a bid made at a lower Competitive Bid Rate, (y) if Borrower
      shall accept bids made at a particular Competitive Bid Rate but shall be
      restricted by other conditions hereof from borrowing the principal amount
      of the Competitive Borrowing in respect of which bids at such Competitive
      Bid Rate have been made, then Borrower shall accept a ratable portion of
      each bid made at such Competitive Bid Rate based as nearly as possible on
      the respective principal amounts of the Competitive Borrowing for which
      such bids were made, and (z) no bid shall be accepted for a Competitive
      Borrowing unless the aggregate principal amount to be funded pursuant to
      all accepted bids under this Agreement shall be in a minimum amount of
      $5,000,000 or a greater integral multiple of $1,000,000 for each
      respective Lender whose bid is accepted. Notwithstanding the foregoing, if
      it is necessary for Borrower to accept a ratable allocation of the bids
      for this Agreement made in response to a Competitive Bid Request (whether
      pursuant to the events specified in CLAUSE (Y) above or otherwise) and the
      available principal amount of the Competitive Borrowing to be allocated
      among Lenders submitting Competitive Bids is not sufficient to enable
      Competitive Borrowings to be allocated to each such Lender in a minimum
      principal amount of $5,000,000 or a greater integral multiple of
      $1,000,000, then Borrower shall select the Lenders to be allocated such
      Competitive Borrowings and shall round allocations up or down to the next
      higher or lower multiple of $500,000 as it shall deem appropriate. A
      notice given by Borrower pursuant to this SECTION 2.3(e) shall be
      irrevocable.

            (f) Administrative Agent shall promptly notify each bidding Lender
      whether or not its Competitive Bid has been accepted (which notice to
      those Lenders whose Competitive Bids have been accepted will be given
      within one hour from the time such bid was accepted by Borrower and shall
      further indicate in what amount and at what Competitive Bid Rate), and
      each successful bidder will thereupon become bound, subject to the other
      applicable conditions hereof, to advance the Competitive Borrowing in
      respect of which its bid has been accepted. After completing the
      notifications referred to in the 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 2.3(f)
      that all or a portion of its Competitive Bid has been accepted by Borrower
      shall make the amount of its Competitive


                                       23             REVOLVING CREDIT AGREEMENT
<PAGE>

      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 2.3(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 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.

      2.4 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 Commitment Usage; and (c) each reduction shall be allocated
among 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 are no
outstanding LCs or 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. The LC Commitment shall
be automatically and permanently reduced from time to time in accordance with
Borrower's instructions on the date of each reduction in the Commitment such
that the LC Commitment does not exceed the Commitment after giving effect to
such reduction of the Commitment.

      2.5 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 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.


                                       24             REVOLVING CREDIT AGREEMENT
<PAGE>

            (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 the
      Administrative Agent (including, without limitation, the Register) and
      each Lender shall be conclusive evidence absent manifest error of the
      amount of the Borrowings made by Borrower from each Lender under this
      Agreement (and subfacilities thereunder) and the interest and principal
      payments thereon. Any failure to so record or any error in doing so shall
      not, however, limit or otherwise affect the obligation of Borrower under
      the Loan Papers to pay any amount owing with respect to the Obligation.

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

            (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,


                                       25             REVOLVING CREDIT AGREEMENT
<PAGE>

      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 (or LC Issuer, as the case may be)
      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, 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.

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

            (c) On any date of determination, if the Commitment Usage exceeds
      the Commitment then in effect (whether as a result of fluctuations in
      exchange rates or otherwise), 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.


                                       26             REVOLVING CREDIT AGREEMENT
<PAGE>

            (d) 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; PROVIDED THAT the Default Rate shall automatically apply in the case
of SECTION 2.2(c) where the Default Rate is specified.

      3.6 INTEREST RECAPTURE. If the designated rate applicable to any Borrowing
exceeds the Maximum Rate, the rate of interest on such Borrowing shall be
limited to the Maximum Rate, but any subsequent reductions in such designated
rate shall not reduce the rate of interest thereon below the Maximum Rate until
the total amount of interest accrued thereon equals the amount of interest which
would have accrued thereon if such designated rate had at all times been in
effect. In the event that at maturity (stated or by acceleration), or at final
payment of the 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.


                                       27             REVOLVING CREDIT AGREEMENT
<PAGE>

      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 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


                                       28             REVOLVING CREDIT AGREEMENT
<PAGE>

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 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 ratable payment of any reimbursement obligation
            with respect to any LC which is due and payable and which remains
            unfunded by any Borrowing; PROVIDED THAT, such payments shall be
            allocated ratably among LC Issuer and the Lenders which have funded
            their participation in such LC;


                                       29             REVOLVING CREDIT AGREEMENT
<PAGE>

                  (iv) to the Pro Rata payment of the remaining Principal Debt
            in such order as Determining Lenders may elect (PROVIDED THAT,
            Determining Lenders will apply such proceeds in an order that will
            minimize any Consequential Loss);

                  (v) as a deposit with Administrative Agent, for the benefit of
            Lenders, as security for, and to provide for the payment of, any
            reimbursement obligations, if any, thereafter arising with respect
            to any issued and outstanding LCs; and

                  (vi) 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.

      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


                                       30             REVOLVING CREDIT AGREEMENT
<PAGE>

            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 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


                                       31             REVOLVING CREDIT AGREEMENT
<PAGE>

      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) 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.


                                       32             REVOLVING CREDIT AGREEMENT
<PAGE>

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 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


                                       33             REVOLVING CREDIT AGREEMENT
<PAGE>

      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 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


                                       34             REVOLVING CREDIT AGREEMENT
<PAGE>

      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
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 LC FEES. Borrower shall pay to LC Issuer, for the ratable benefit of
Lenders, in accordance with their respective Commitment Percentages, a fee for
each LC, payable in installments in arrears, SO LONG AS such LC remains
outstanding. Such installments shall be paid for the period from and including
the date of issuance of the applicable LC to but excluding the next quarterly
payment date (as hereinafter specified),


                                       35             REVOLVING CREDIT AGREEMENT
<PAGE>

and thereafter for the period from and including such quarterly payment date to
but excluding the next quarterly payment date or (if earlier) the expiry date of
such LC. Such installments shall be paid on each March 31, June 30, September
30, December 31, and on the Termination Date. Each such installment shall be in
an amount equal to the product of (a) (i) the Applicable Margin for Eurodollar
Rate Borrowings (inclusive of any Utilization Fee, if any) in effect on the date
of payment of such fee (and applied on a per annum basis), MULTIPLIED BY (b) the
face amount (on a Dollar-Equivalent basis) of such LC, and pro rated (in
accordance with SECTION 4.1(f)) for the period for which such installment is
due. If there is any change in the Applicable Margin during any quarter, the
actual daily amount of each LC shall be computed and multiplied by the
Applicable Margin separately for each period during such quarter that such
Applicable Margin was in effect.

      4.4 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, 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 4.4, "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 (excluding Borrowings
constituting the payment by LC Issuer of drafts under LCs), and LC Issuer will
not be obligated to issue any LC, as the case may be, unless on the date of such
Borrowing or issuance (and after giving effect thereto), as the case may be:

            (a) Administrative Agent shall have timely received therefor a
      Notice of Borrowing, a Notice of LC (together with the applicable LC
      Agreement), or Notice of Competitive Borrowing as the case may be;


                                       36             REVOLVING CREDIT AGREEMENT
<PAGE>

            (b) Administrative Agent and LC Issuer shall have received, as
      applicable, the LC fees provided for in SECTION 4.3 hereof or any fees
      then payable as provided for in SECTIONS 4.2 and 4.4, 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 and issuance of such LC, as the
      case may be, is permitted by Law; and

            (f) all matters related to such Borrowing or issuance of such LC
      must be satisfactory to Determining Lenders (and LC Issuer, in the case of
      the issuance of an LC) and their respective counsel in their reasonable
      determination, and upon the reasonable request of Administrative Agent,
      Borrower shall deliver to Administrative Agent evidence substantiating any
      of the matters in the Loan Papers which are necessary to enable Borrower
      to qualify for such Borrowing.

Each Notice of Borrowing and Notice of LC delivered to Administrative Agent
shall constitute the representation and warranty by Borrower to Administrative
Agent that the statements in CLAUSES (c), (d), and (e) above are true and
correct in all respects. Each condition precedent in this Agreement is material
to the transactions contemplated in this Agreement, and time is of the essence
in respect of each thereof. Subject to the prior approval of Determining
Lenders, Lenders may fund any Borrowing, and LC Issuer may issue any LC, without
all conditions being satisfied, but, to the extent permitted by Law, the same
shall not be deemed to be a waiver of the requirement that each such condition
precedent be satisfied as a prerequisite for any subsequent funding or issuance,
unless Determining Lenders specifically waive each such item in writing.

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


                                       37             REVOLVING CREDIT AGREEMENT
<PAGE>

herein to be, conducted, except where failure could not be a Material Adverse
Event. No Authorization is required to authorize, or is required in connection
with, the execution, delivery, legality, validity, binding effect, performance,
or enforceability of the Loan Papers 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.


                                       38             REVOLVING CREDIT AGREEMENT
<PAGE>

      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 the


                                       39             REVOLVING CREDIT AGREEMENT
<PAGE>

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 and LC Issuer
is committed to issue LCs under this Agreement and thereafter until the payment
in full of the Principal Debt (and termination of outstanding LCs, if any) and
payment in full of all other interest, fees, and other amounts of the Obligation
then due and owing, UNLESS Borrower receives a prior written consent to the
contrary by Administrative Agent as authorized by Determining Lenders:

      7.1 USE OF PROCEEDS. Borrower shall use the proceeds of Borrowings (or
request the issuance of LCs) 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


                                       40             REVOLVING CREDIT AGREEMENT
<PAGE>

      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 (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.


                                       41             REVOLVING CREDIT AGREEMENT
<PAGE>

      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.


                                       42             REVOLVING CREDIT AGREEMENT
<PAGE>

      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 364-Day
      Facility;

            (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;


                                       43             REVOLVING CREDIT AGREEMENT
<PAGE>

            (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.


                                       44             REVOLVING CREDIT AGREEMENT
<PAGE>

      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 Company shall liquidate,
wind up, or dissolve (or suffer any liquidation or dissolution), other than (x)


                                       45             REVOLVING CREDIT AGREEMENT
<PAGE>

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 thereof
in another currency or currencies, or any warrant of attachment, sequestration,
or similar proceeding


                                       46             REVOLVING CREDIT AGREEMENT
<PAGE>

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 364-Day 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 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


                                       47             REVOLVING CREDIT AGREEMENT
<PAGE>

$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 or to issue LCs hereunder shall
      automatically terminate and the entire unpaid balance of the Obligation
      under this Agreement shall automatically become due and payable, in each
      case, without any action or notice of any kind whatsoever and Borrower
      shall be required to provide cash collateral in an amount equal to the LC
      Exposure then existing in accordance with SECTION 2.2(h).

            (b) If any Default exists, Administrative Agent may (and, subject to
      the terms of SECTION 10, shall upon the request of Determining Lenders) or
      Determining Lenders may, do any one or more of the following: (i) if the
      maturity of the Obligation under 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); (v) if the maturity of the Obligation has not already been
      accelerated under SECTION 9.1(a), demand Borrower to provide cash
      collateral in an amount equal to the LC Exposure then existing in
      accordance with SECTION 2.2(h); and (vi) exercise any and all other legal
      or equitable Rights afforded by the Loan Papers, the Laws of the State of
      New York, or any other applicable jurisdiction as Administrative Agent
      shall deem appropriate, or otherwise,


                                       48             REVOLVING CREDIT AGREEMENT
<PAGE>

      including, but not limited to, the Right to bring suit or other
      proceedings before any Governmental Authority either for specific
      performance of any covenant or condition contained in any of the Loan
      Papers or in aid of the exercise of any Right granted to Administrative
      Agent or any Lender in any of the Loan Papers.

      9.2 COMPANY WAIVERS. To the extent permitted by Law, 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, LC Issuer, 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, LC Issuer, 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, LC Issuer, or
any Lender acquiesces in any non-compliance by any Consolidated Company with any
Law or document, or that any Agent, LC Issuer, 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. None of the Agents, LC
Issuer, or any Lenders have 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, LC Issuer, 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, LC Issuer, 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, LC Issuer,
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


                                       49             REVOLVING CREDIT AGREEMENT
<PAGE>

Administrative Agent, Determining Lenders, or Lenders in exercising any Right
under the Loan Papers shall impair such Right or be construed as a waiver
thereof or any acquiescence therein, nor shall any single or partial exercise of
any such Right preclude other or further exercise thereof, or the exercise of
any other Right under the Loan Papers or otherwise.

      9.7 CUMULATIVE RIGHTS. All Rights available to Administrative Agent, LC
Issuer, 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, LC Issuer, 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, LC Issuer, 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, LC Issuer'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, any other Agent, LC Issuer, 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, each Arranger, and LC Issuer
incident to any Loan Paper (including, but not limited to, the reasonable fees
and expenses of counsel to Administrative Agent, each Arranger, and LC Issuer
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, LC ISSUER, AND EACH LENDER AND THEIR RESPECTIVE
AFFILIATES, PARENTS, AND SUBSIDIARIES, AND EACH OF THE FOREGOING PARTIES'
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES,


                                       50             REVOLVING CREDIT AGREEMENT
<PAGE>

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


                                       51             REVOLVING CREDIT AGREEMENT
<PAGE>

SUCH ACTION, THEN IN EITHER SUCH EVENT THE INDEMNIFIED PARTY SHALL BE ENTITLED
TO SELECT COUNSEL OF ITS OWN CHOICE TO REPRESENT THE INDEMNIFIED PARTY, AND THE
RESTRICTED COMPANIES SHALL NO LONGER BE ENTITLED TO ASSUME THE DEFENSE THEREOF
ON BEHALF OF SUCH INDEMNIFIED PARTY, AND SUCH INDEMNIFIED PARTY SHALL CONTINUE
TO BE ENTITLED TO INDEMNIFICATION (INCLUDING, WITHOUT LIMITATION, REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL INCLUDING ALLOCATED COST OF INTERNAL COUNSEL)
TO THE EXTENT PROVIDED IN THIS INDEMNIFICATION PROVISION. NOTHING HEREIN SHALL
PRECLUDE ANY INDEMNIFIED PARTY, AT ITS OWN EXPENSE, FROM RETAINING ADDITIONAL
COUNSEL TO REPRESENT SUCH PARTY IN ANY ACTION WITH RESPECT TO WHICH INDEMNITY
MAY BE SOUGHT FROM THE RESTRICTED COMPANIES HEREUNDER. NO INDEMNIFIED PARTY
SHALL SETTLE ANY SUCH CLAIM OR ACTION WITHOUT THE CONSENT OF THE RESTRICTED
COMPANIES, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.

SECTION 10 AGREEMENT AMONG LENDERS.

      10.1 ADMINISTRATIVE AGENT.

            (a) Each Lender (including any Lender in its capacity as LC Issuer)
      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 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


                                       52             REVOLVING CREDIT AGREEMENT
<PAGE>

      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.
      Notwithstanding the foregoing, however, Bank of America may not be removed
      as Administrative Agent at the request of Determining Lenders unless Bank
      of America shall also simultaneously be replaced and fully released as "LC
      ISSUER" hereunder pursuant to documentation in form and substance
      reasonably satisfactory to Bank of America.

            (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 364-Day Agreement and
      the Existing Agreement.

      10.2 LC ISSUER. LC Issuer shall act on behalf of the Lenders with respect
to any LC issued by it and the documents associated therewith until such time
(and except for so long) as Administrative Agent may agree at the request of
Determining Lenders to act for LC Issuer with respect thereto; PROVIDED,
HOWEVER, that LC Issuer shall have all of the benefits and immunities (a)
provided to Administrative Agent in this SECTION 10 with respect to any acts
taken or omissions suffered by LC Issuer in connection with LCs issued by it or
proposed to be issued by it and LC Agreements as fully as if the terms
"ADMINISTRATIVE AGENT", "CO-


                                       53             REVOLVING CREDIT AGREEMENT
<PAGE>

ADMINISTRATIVE AGENTS", or "AGENTS" as used in this SECTION 10 included LC
Issuer with respect to such acts or omissions, and (b) as additionally provided
herein with respect to LC Issuer.

      10.3 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 or LC Issuer in connection with any of the Loan Papers
if and to the extent Administrative Agent or LC Issuer 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.

      10.4 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 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).

      10.5 DELEGATION OF DUTIES; RELIANCE. Administrative Agent and LC Issuer
may perform any of their respective duties or exercise any of their respective
Rights under the Loan Papers by or through their respective 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 or LC Issuer, (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 or LC Issuer 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.

      10.6 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).


                                       54             REVOLVING CREDIT AGREEMENT
<PAGE>

            (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.

            (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).

      10.7 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.

      10.8 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.


                                       55             REVOLVING CREDIT AGREEMENT
<PAGE>

      10.9 RELATIONSHIP OF LENDERS. Nothing herein shall be construed as
creating a partnership or joint venture among Agents and Lenders or among
Lenders.

      10.10 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.

      10.11 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 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


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<PAGE>

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.

      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


                                       57             REVOLVING CREDIT AGREEMENT
<PAGE>

THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THE
LOAN PAPERS AND THE OBLIGATION BROUGHT IN ANY SUCH COURT, (C) IRREVOCABLY WAIVES
ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM, (D) AGREES TO DESIGNATE AND MAINTAIN AN AGENT FOR SERVICE OF
PROCESS IN NEW YORK, NEW YORK IN CONNECTION WITH ANY SUCH LITIGATION AND TO
DELIVER TO ADMINISTRATIVE AGENT EVIDENCE THEREOF, IF REQUESTED, (E) IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS SET FORTH HEREIN, (F)
IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY PARTY HERETO ARISING
OUT OF OR IN CONNECTION WITH THE LOAN PAPERS OR THE OBLIGATION SHALL BE BROUGHT
IN ONE OF THE AFOREMENTIONED COURTS, AND (G) IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY LOAN PAPER OR THE TRANSACTIONS
CONTEMPLATED THEREBY. The scope of each of the foregoing waivers is intended to
be all-encompassing of any and all disputes that may be filed in any court and
that relate to the subject matter of this transaction, including, without
limitation, contract claims, tort claims, breach of duty claims, and all other
common law and statutory claims. Borrower (for itself and on behalf of each of
its Subsidiaries) and each other party to this Agreement acknowledge that this
waiver is a material inducement to the agreement of each party hereto to enter
into a business relationship, that each has already relied on this waiver in
entering into this Agreement, and each will continue to rely on each of such
waivers in related future dealings. Borrower (for itself and on behalf of each
of its Subsidiaries) and each other party to this Agreement warrant and
represent that they have reviewed these waivers with their legal counsel, and
that they knowingly and voluntarily agree to each such waiver following
consultation with legal counsel. THE WAIVERS IN THIS SECTION 11.10 ARE
IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND
REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN PAPER. In the event of Litigation,
this Agreement may be filed as a written consent to a trial by the court.

      11.11 AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS.

            (a) Except as otherwise specifically provided, 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) or LC Issuer, by Administrative Agent or
      LC Issuer (as the case may be), 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 or LC
      Issuer, by Administrative Agent or LC Issuer, as the case may be: (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 aggregate Principal Debt or LC
      Exposure which is required for Lenders or any Lender to take any action
      hereunder; (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


                                       58             REVOLVING CREDIT AGREEMENT
<PAGE>

      specifically requiring the consent of all Lenders hereunder. Without the
      consent of such Lender, no Lender's "COMMITTED SUM" under this Agreement
      may be increased.

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

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

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

      11.13 SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS.

            (a) This Agreement shall be binding upon, and inure to the benefit
      of the parties hereto and their respective successors and assigns, EXCEPT
      THAT (i) assignments by Borrower are subject to the restrictions of
      SECTION 7.16, and (ii) EXCEPT as permitted under this Section, no Lender
      may transfer, pledge, assign, sell any participation in, or otherwise
      encumber its portion of the Obligation.

            (b) Each Lender may assign to one or more Eligible Assignees all or
      a portion of its Rights and obligations under this Agreement and the other
      Loan Papers (including, without limitation, all or a portion of its
      Committed Sum, its Borrowings, its Notes [to the extent such Principal
      Debt owed to such Lender is evidenced by Notes], and participations in LCs
      at the time owing to such Lender); 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);


                                       59             REVOLVING CREDIT AGREEMENT
<PAGE>

                  (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 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
      and LC Exposure 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, the
      Administrative Agent shall, if such assignment and acceptance has been
      completed and is in substantially the form of EXHIBIT E hereto, (i) accept
      such Assignment and Acceptance Agreement, (ii) record the information
      contained therein in the Register and (iii) give prompt notice thereof to
      the parties thereto.

            (e) Each Lender may sell participations to one or more Persons (each
      a "PARTICIPANT") in all or a portion of its Rights, obligations, or Rights
      and obligations under this Agreement and related Loan Papers (including
      all or a portion of its Committed Sum or its portion of Borrowings
      advanced under this Agreement); PROVIDED, HOWEVER, that (i) such Lender's
      obligations under this Agreement shall remain unchanged; (ii) such Lender
      shall remain solely responsible to the other parties hereto for the
      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


                                       60             REVOLVING CREDIT AGREEMENT
<PAGE>

      Lender under such Sections as though no participations have been made) and
      the right of set-off contained in SECTION 3.13; (iv) Borrower shall
      continue to deal solely and directly with such Lender in connection with
      such Lender's Rights and obligations under this Agreement and the other
      Loan Papers and such Lender shall retain the sole Right to enforce the
      obligations of Borrower relating to Borrowings under this Agreement and
      its Notes (to the extent the Principal Debt owed to such Lender is
      evidenced by Notes) and to approve any amendment, modification, or waiver
      of any provision of this Agreement (other than amendments, modifications,
      or waivers decreasing the amount of principal of or the rate at which
      interest is payable on the Principal Debt, extending any scheduled
      principal payment date or date fixed for the payment of interest on the
      Principal Debt, or extending such Lender's Committed Sum); and (v) such
      Lender shall be solely responsible for any withholding taxes or any filing
      or reporting requirements relating to such participation and shall hold
      Borrower and Administrative Agent and their respective successors,
      permitted assigns, officers, directors, employees, agents, and
      representatives harmless against the same. Except in the case of the sale
      of a participating interest to another Lender, the relevant participation
      agreement shall not permit the Participant to transfer, pledge, assign,
      sell participations in, or otherwise encumber its portion of the
      Obligation, unless the consent of the transferring Lender (which consent
      will not be unreasonably withheld) has been obtained.

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

            (g) Any Lender may furnish any information concerning the
      Consolidated Companies in the possession of such Lender from time to time
      to Eligible Assignees and Participants (including prospective Eligible
      Assignees and Participants), subject, however, to the provisions of
      SECTION 11.15 hereof.

            (h) Notwithstanding anything to the contrary contained herein, if at
      any time Bank of America assigns all of its Committed Sum and Borrowings
      pursuant to CLAUSE (B) above, Bank of America may, upon 30 days' notice to
      Borrower and Lenders, resign as LC Issuer. In the event of any such
      resignation as LC Issuer, Borrower shall be entitled to appoint from among
      the Lenders a successor LC Issuer hereunder, with the consent of such
      successor LC Issuer; PROVIDED, HOWEVER, that no failure by Borrower to
      appoint any such successor shall affect the resignation of Bank of America
      as LC Issuer. Bank of America shall retain all the rights and obligations
      of LC Issuer hereunder with respect to all LCs outstanding as of the
      effective date of its resignation as LC Issuer and all LC Exposure with
      respect thereto (including the right to require Lenders to fund
      participations pursuant to SECTION 2.2).

      11.14 DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN
CIRCUMSTANCES. Each Restricted Company's obligations under the Loan Papers shall
remain in full force and effect until termination of the Commitment and payment
in full of the Principal Debt and of all interest, fees, and other amounts of
the Obligation then due and owing, (and termination of all outstanding LCs with
any Lender, if any, UNLESS such Lender shall otherwise consent) EXCEPT that
SECTIONS 3.15, 3.19, 3.20, SECTION 9, and SECTION 11, and any other provisions
under the Loan Papers expressly intended to survive by the terms hereof or by
the terms of the applicable Loan Papers, shall survive such termination. If at
any time any payment of the principal of or interest on any Note or any other
amount payable by Borrower under any Loan Paper


                                       61             REVOLVING CREDIT AGREEMENT
<PAGE>

is rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy, or reorganization of Borrower or otherwise, the obligations of each
Restricted Company under the Loan Papers with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.

      11.15 CONFIDENTIALITY. All information furnished by or on behalf of any
Restricted Company in connection with or pursuant to this Agreement or any of
the Loan Papers (including but not limited to in connection with or pursuant to
the negotiation, preparation, or requirements of the Loan Papers), which
information has been identified as confidential by any Restricted Company, shall
be held by Administrative Agent, each other Agent, LC Issuer, 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 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.]


                                       62             REVOLVING CREDIT AGREEMENT
<PAGE>

      Signature Page to that certain 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, CO-ADMINISTRATIVE AGENT, LC ISSUER,
                                      AND A LENDER

                                         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


                                       63             REVOLVING CREDIT AGREEMENT
<PAGE>

      Signature Page to that certain 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

By /s/ FRANCES O'R. LOGAN
   -----------------------------------
   Frances O'R. Logan
   Senior Vice President

By /s/ SHILPA PARANDEKAR
   -----------------------------------
   Shilpa Parandekar
   Assistant Vice President


THE BANK OF TOKYO-MITSUBUSHI,
LTD., NY BRANCH, AS A LENDER

By /s/ SEIICHIRO AKITA
   -----------------------------------
   Seiichiro Akita
   Attorney-In-Fact


CITIBANK, N.A., AS A LENDER

By /s/ JULIO OJEA-QUINTANA
   -----------------------------------
   Julio Ojea-Quintana
   Vice President


DEUTSCHE BANK AG NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH, AS A LENDER

By /s/ PHILIPPE SANDMEIER
   -----------------------------------
   Philippe Sandmeier
   Director

By /s/ ANDREAS NEUMEIER
   -----------------------------------
   Andreas Neumeier
   Director


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


                                       64             REVOLVING CREDIT AGREEMENT